SJM Holdings Limited — Proxy Solicitation & Information Statement 2022

Aug 9, 2022

==> picture [229 x 57] intentionally omitted <==

PROXY FORM FOR EXTRAORDINARY 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 Extraordinary General Meeting of the Company to be held at Artyzen Club, 401A, 4th Floor, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Friday, 26 August 2022 at 10:30 a.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.

	Registered Holder(s) (Complete	in BLOCK CAPITALS. The names of all joint holders should be stated.) Signature (Note 4)
	Registered Name(s)
	Registered Address
	Certificate No. (Note 8)
	Registered Holding (Note 2)
	Date

	Proxy (Note 1) (Complete in BLO	CK CAPITALS.) No. of Shares (Note 3)
	Full Name
	Full Address

					SPECIAL RESOLUTIONS		FOR (Note 5)	FOR (Note 5)	AGAINST	(Note 5)
	1.	(a)	To approve, confirm and ratify the proposal by SJM Resorts, S.A. (“SJM Resorts”) in compliance
			with the recent amendments to Macau Gaming Law No. 16/2001			as specified in Macau Law
			No. 7/2022 to amend its		articles of association and, subject to confirmation by the Macau Government
			with any attendant	amendments so required, to authorise the issue of		7,200,000 additional Type B
			shares of par value MOP100 each in SJM Resorts (the “Type B Shares”) to the managing director of
			SJM Resorts, such that		the aggregate number of Type B Shares after such issue will exceed 10% of
			the enlarged total issued share capital of SJM Resorts and will, after such issue, be equivalent to 15%
			of the enlarged total issued share capital of SJM Resorts (the “Share Issuance”);
		(b)	To authorise any one director of the Company to do all such further things and acts and execute all
			such further documents and take all such steps which he/she considers necessary, desirable or
			expedient to implement		and/or give effect to any matters relating to or in connection with the Share
			Issuance; and
		(c)	To amend the articles of association of the Company (the “Articles”) by deleting Article 78(A)(a)(i)
			in its entirety and be replaced with the following:
			“the aggregate number		of Type B Shares after such issue or upon exchange or conversion of such
			securities will not exceed fifteen (15) per cent. of the enlarged total issued share capital of SJM
			Resorts;”
	2.	To amend the Articles as set out in the SPECIAL RESOLUTION No. 2 in the Notice of Extraordinary General
		Meeting in the circular of the Company dated 10 August 2022 (other than the amendments set out in 1(c)
		which will be subject to SPECIAL RESOLUTION No. 1).

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 18th Floor, China Merchants Tower, Shun Tak Centre, Nos. 168 – 200 Connaught Road 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 form of proxy for the above meeting is Wednesday, 24 August 2022 at 10:30 a.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.

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