Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2014

Jul 10, 2014

(Incorporated in Hong Kong with limited liability)

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SAFETY GODOWN CO LTD

(Stock Code: 237)

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting of the Company to be held on 13 August 2014 at 12:00 noon and at any adjournment thereof

I/We (Note 1) of

being the registered shareholder(s) of (Note 2) ordinary shares of Safety Godown Company, Limited (the “Company”), hereby appoint the Chairman of the meeting or

of to act as my/our proxy (Note 3) to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 13 August 2014 at 12:00 noon and at any adjournment thereof.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting.

Please indicate how you wish your vote(s) to be cast on a poll by ticking the appropriate box next to each resolution.

				Ordinary Resolutions		FOR (Note 6)	FOR (Note 6)	AGAINST (Note 6)	AGAINST (Note 6)
		1.		To receive and consider the audited consolidated Financial Statements, the Report of
				the directors of the Company (the “Directors”) and Independent	Auditor’s Report for
				the year ended 31 March 2014.
		2.		(i) To declare a final dividend for the year ended 31 March 2014.
				(ii) To declare a special dividend for the year ended 31 March	2014.
		3.		(a) To re-elect the following directors:
				(i) To re-elect Mr. Lee Ka Sze, Carmelo as a Non-executive Director.
				(ii) To re-elect Mr. Leung Man Chiu, Lawrence	as an Independent
				Non-executive Director.
				(b) To re-elect Mr. Gan Khai Choon (who has served	as an Independent
				Non-executive Director for more than 9 years) as an Independent Non-executive
				Director.
				(c) To authorise the Directors to fix the directors’ remuneration.
		4.		To re-appoint Deloitte Touche Tohmatsu as auditors and authorise the Directors to fix
				their remuneration.
				Special Business – Ordinary Resolutions
		5.		To grant a general mandate to the Directors to issue additional shares (Ordinary
				Resolution No. 5 set out in the Notice of Annual General Meeting).
		6.		To grant a general mandate to the Directors to buy-back shares	(Ordinary Resolution
				No. 6 set out in the Notice of Annual General Meeting).
		7.		To extend the general mandate to issue additional shares by	addition thereto the
				number of shares buy-back by the Company pursuant to	Resolution 6 above
				(Ordinary Resolution No. 7 set out in the Notice of Annual General Meeting).
				Special Business – Special Resolution
		8.		To adopt the new Articles of Association (Special Resolution	No. 8 set out in the
				Notice of Annual General Meeting).

Shareholder’s Signature:

(Notes 4, 5)

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.

2. 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).

3. You are entitled to appoint one or more proxies to attend at the meeting instead of you and to vote on your behalf. A proxy need not be a member of the Company. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting or” and insert the name and address of the proxy in the space provided.

4. This form of proxy must be signed by the shareholder or his attorney duly authorised in writing, or if such shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

5. In the case of joint shareholders, this form of proxy must be signed by all joint shareholders. If more than one of such joint shareholders be present at the meeting personally or by proxy, the person whose name stands first in the Register in respect of such Share shall alone be entitled to vote in respect thereof.

6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. If the form returned is duly signed but without indicating as to how your proxy is to vote on any particular matter, the proxy will vote or abstain at his sole discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting.

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 of authority must be deposited at the registered office of the Company, Units 1305-1306, 13/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong, not less than 48 hours before the time of the meeting or any adjournment thereof.

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

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish.