SJM Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 27, 2018

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PROXY FORM FOR ANNUAL GENERAL MEETING

I/We, being the registered holder(s) of SJM Holdings Limited (the ‘‘Company’’), hereby appoint the proxy[(Note][1)] as specified below or failing him/her, THE CHAIRMAN OF THE MEETING[(Note][1)] to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Golden Restaurant, Macau Jockey Club (HK) Club House, 1st Floor, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong on Tuesday, 12 June 2018 at 2:30 p.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.	adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.	adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.	adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.
Registered Holder(s) (Complete in BLOCK CAPITALS. The names of all joint holders should be stated.)Registered NameRegistered AddressCertificate No.(Note 8)Signature(Note 4)Registered Holding(Note 2)Date
Proxy(Note 1) (Complete in BLOCK CAPITALS.)Full NameNo. of Shares(Note 3)Full Address
ORDINARY RESOLUTIONSFOR(Note 5)AGAINST(Note 5)1.To receive and adopt the audited financial statements and the reports of the directorsand auditor of the Company and its subsidiaries for the year ended 31 December 2017.
2.	To declare a final dividend of HK15 cents per ordinary share for the year ended31 December 2017 to the shareholders of the Company.
3.	To re-elect the following directors of the Company:
	(i)Mr. Shum Hong Kuen, David as an executive director.
	(ii)Hon. Shek Lai Him, Abraham as an independent non-executive director.
	(iii)Mr. Tse Hau Yin as an independent non-executive director.
4.	To elect Dr. Chan Un Chan as an executive director of the Company.
5.	To authorise the board of directors of the Company to fix the remuneration for each ofthe directors of the Company.
6.	To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants, as theauditor of the Company and authorise the board of directors of the Company to fixtheir remuneration.
7.	To grant an unconditional mandate to the directors of the Company to grant optionsunder the share option scheme and to allot and issue shares of the Company as andwhen any options which have been granted prior to the date of this resolution or maybe granted under the share option scheme are exercised in the manner as described inthe circular of the Company dated 30 April 2018.
8.	To grant an unconditional mandate to the directors of the Company to purchase theshares of the Company in the manner as described in the circular of the Companydated 30 April 2018.

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the above meeting of the Company is entitled to appoint one or more proxies (excluding those shareholders holding only one share) to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares registered in the name of the holder(s).

3. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at registered office of the Company at Suites 3001–3006, 30th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong or delivered by email to comsec@sjmholdings.com, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof (excluding public holiday in Hong Kong). The deadline for submission of proxy form for the above meeting is Saturday, 9 June 2018 at 2:30 p.m.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish. 8. Please provide one certificate number, if possible, to facilitate processing.

8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.