Vistar Holdings Limited — Proxy Solicitation & Information Statement 2022

Jun 6, 2022

VISTAR HOLDINGS LIMITED 熒德控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8535)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

This form of proxy is for use by shareholders of Vistar Holdings Limited (the “ Company ”) at the annual general meeting of the Company (the “ AGM ”) to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 16 August 2022 at 11:00 a.m. or at any adjournment thereof.

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] share(s) of HK$0.01 each in the share capital of the Company hereby appoint of or failing him/her, the chairman of the AGM [(Note][3)] as my/our proxy to attend and vote for me/us on my/our behalf at the AGM as directed below or, if no such direction is given, as my/our proxy shall think fit and in respect of any other business that may properly come before the AGM and/or at any adjournment thereof:

		ORDINARY RESOLUTIONS (Note 9) FOR (N	ORDINARY RESOLUTIONS (Note 9) FOR (N
	1.	To receive and adopt the audited consolidated financial statements, the reports of the directors of the Company (the “Directors”) and the independent auditor’s report of the Company for the year ended 31 March 2022
	2.	To declare a final dividend of HK 0.50 cents per ordinary share of the Company for the year ended 31 March 2022
	3.	(a) (i) To re-elect Mr. Ng Kwok Wai as an executive Director
		(ii) To re-elect Ms. Lee To Yin as an executive Director
		(iii) To re-elect Ms. Poon Kam Yee Odilia as a non-executive Director
		(b) To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the Directors
	4.	To re-appoint BDO Limited as the auditor of the Company and to authorise the Board to fix their remuneration
	5.	To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares of the Company not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing this resolution (the “Issue Mandate”)
	6.	To grant a general and unconditional mandate to the Directors to repurchase shares of the Company not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing this resolution (the “Repurchase Mandate”)
	7.	C t	onditional upon resolutions nos. 5 and 6 being passed, to extend the Issue Mandate by addition to he number of shares of the Company repurchased by the Company pursuant to the Repurchase Mandate
			SPECIAL RESOLUTION (Note 9)
	8.	T a a	o approve the proposed amendments to the existing memorandum of association and articles of ssociation of the Company and to adopt the amended and restated memorandum of association nd articles of association of the Company in substitution for and to the exclusion of the existing memorandum of association and articles of association
	Dated Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9.

This form of proxy is made in English and Chinese. In case of inconsistency, the English version shall prevail.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply offoryourthe andAGMyour(theproxy’s“ Purposes (or proxies’)”). We mayname(s)transferand address(es)your and youris onproxy’sa voluntary(or proxies’)basis for name(s)the purposeandofaddress(es)processingtoyourourrequestagent, forcontractor,the appointmentor thirdofpartya proxyservice(or proxies)providerandwhoyourprovidesvoting administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.