S E A Holdings Limited — AGM Information 2012

Apr 26, 2012

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(Incorporated in Bermuda with limited liability) (Stock Code: 251)

FORM OF PROXY

For use by shareholders at the 2012 ANNUAL GENERAL MEETING to be held on 31 May 2012 at 11:30 a.m. or any adjournment thereof

I/We [(note 1) ] of

,

being the registered holder(s) of [(note 2)] ordinary shares of HK$0.10 each in the capital of S E A Holdings Limited (the “ Company ”), HEREBY APPOINT [(note 3)] the Chairman of the meeting or of , as my/our proxy to attend and act for me/us at the 2012 annual general meeting of the Company (the “ AGM ”) to be held at the Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Thursday, 31 May 2012 at 11:30 a.m. and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions to be considered and, if thought fit, passed at the AGM and its adjournment as directed below.

Please indicate with a “ ” in the following boxes provided how you wish your vote(s) to be cast on a poll.

		FOR	AGAINST	ABSTAIN
	Ordinary Business
1.	To consider, receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and the independent auditor for the year ended 31 December 2011.
2.	To approve a final dividend of HK6 centsper share for theyear ended 31 December 2011.
3.	(A) To re-elect Mr. Lincoln Lu as executive director.
	(B) To re-elect Mr. Lam SingTai as non-executive director.
	(C) To re-elect Mr. Walujo Santoso,Wallyas independent non-executive director.
4.	To fix a maximum number of directors at 12 and authorise the board of directors to appoint additional directors upto such maximum number.
5.	To re-appoint Deloitte Touche Tohmatsu as independent auditor for the ensuing year and authorise the board of directors of the Companyto fix their remuneration.
	Special Business
6.	Topass the followingresolutions as OrdinaryResolutions:
	(A) To grant a general mandate to the directors to allot, issue and otherwise deal with additional shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company.
	(B) To grant a general mandate to the directors to repurchase the Company’s shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company.
	(C) To extend the general mandate under Resolution No. 6(A) by the addition of the aggregate nominal amount of the shares to be repurchased by the Company pursuant to Resolution No. 6(B).

Shareholder’s Signature: [(notes 4 and 5)] Dated this day of 2012

Notes:

1. Full name(s) and address(es) must be inserted in CAPITAL LETTERS .

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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).

3. A shareholder is entitled to appoint one proxy (or, if he holds two or more shares, more than one proxy) to vote instead of him provided that each proxy is appointed to exercise the rights attached to the share(s) held by the shareholder. A proxy need not be a shareholder of the Company. If such an appointment is made, please delete the words “the Chairman of the meeting or” and insert in CAPITAL LETTERS the name and address of the person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s), shall alone be entitled to vote in respect thereof.

5. This form of proxy must be signed by the appointor or his attorney duly authorised in writing, or if such appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

6. If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice of the AGM which is contained in the Company’s circular dated 27 April 2012.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the principal office of the Company at 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong (marked for the attention of the Company Secretary) not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. Completion and return of this form of proxy does not preclude a shareholder from attending and voting in person at the meeting or any adjournment thereof should he so wish. In such case, the form of proxy shall be deemed to be revoked.

9. Any alterations made in this form of proxy must be initialled by the person who signs it.

10. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions proposed at the AGM will be voted by poll at the meeting.

11. The Company reserves its right to treat (at its absolute discretion) any form of proxy which has been incorrectly completed but contains no material errors as being valid.

* For identification purpose only