Roma (meta) Group Limited — Proxy Solicitation & Information Statement 2013

Jun 11, 2013

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ROMA GROUP LIMITED 羅 馬 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8072)

PROXY FORM

Form of proxy for use by Shareholders at the annual general meeting to be held at REF Financial Press Limited, 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 12 July 2013 (or any adjournment thereof)

I/We (note a)

of

being the holder(s) of

(note b) Shares of HK$0.01 each of Roma Group Limited (‘‘Company’’) hereby appoint the Chairman of the annual general meeting (‘‘Meeting’’) of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at REF Financial Press Limited, 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 12 July 2013 and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolutions as hereunder indicated (note d).

indicated (note d).	indicated (note d).
		FOR	AGAINST
1.	To receive and consider the audited financial statements and the reports of the Directors and the auditorsof the Company for the year ended 31 March 2013
2.	(a)To re-elect Mr. Luk Kee Yan Kelvin as Executive Director
	(b)To re-elect Mr. Yue Kwai Wa Ken as Executive Director
	(c)To re-elect Mr. Chan Ka Kit as Independent Non-executive Director
	(d)To authorise the board of Directors to fix the Directors’ remuneration
3.	To re-appoint the Company’s auditors and authorise the board of Directors to fix their remuneration
4.	To grant a general and unconditional mandate to the Directors of the Company to allot, issue orotherwise deal with the unissued Shares of the Company and to make or grant offers, agreements andoptions to the extent of not more than 20% of the existing issued share capital of the Company
5.	To grant a general mandate to the Directors of the Company to purchase the Company’s Shares to theextent of 10% of the issued share capital of the Company
6.	To add the nominal amount of Shares repurchased by the Company to the mandate granted to theDirectors under resolution no. 4

Dated

Shareholder’s signature (notes e, f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. b. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

• c. Awordsproxy‘‘theneedChairmannot be ofa memberthe annualof generalthe Company.meetingIf(‘‘youMeetingwish ’’to) ofappointthe Companysome personor’’ andotherinsertthanthethenameChairmanand addressof theofMeetingthe personas yourappointedproxy,proxypleasein deletethe spacethe provided.

• d. tickIf you(‘‘wishP’’) tothevoteboxformarkeda resolution‘‘Againstset out’’ againstabove, suchpleaseresolution.tick (‘‘P’’)Ifthetheboxformmarkedreturned‘‘For’’is againstduly signedsuch resolution.but withoutIf youspecificwish directionto vote againston anya resolution,of the proposedplease resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a Shareholder, or his attorney duly authorised in writing, or if the Shareholder is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. or28ToauthorityQueenbe valid,’s Roadmustthis formEast,be depositedofWanchai,proxyattogetherHongthe officesKongwithofanynotthelaterpowerCompanythanof attorney48’s hoursHongorbeforeKongotherbranchtheauthoritytimeshareof(iftheregistrar,any)MeetingunderTricororwhichanyInvestoritadjournedis signedServicesmeeting.or aLimited,notariallyatcertified26th Floor,copyTesburyof suchCentre,power h. Any alteration made to this form should be initialled by the person who signs the form. i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. * For identification purpose only