Willas-Array Electronics (Holdings) Limited — AGM Information 2016

Jun 27, 2016

WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED 威雅利電子(集團)有限公司

(Incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 854)

(Singapore Stock Code: BDR)

PROXY FORM – ANNUAL GENERAL MEETING (the “AGM”)

*I/We, ____________ (Name) of (Address)

being a shareholder/shareholders of the abovenamed Company (the “Shareholder(s)”), hereby appoint:

		NRIC /	Proportion of
Name	Address	Identity Card/	Shareholdings
		Passport No.	%
and/or (delete as appropriate)

or failing him/her, the Chairman of the AGM as my/our proxy to vote for me/us and on my/our behalf at the AGM of the Company to be held on July 29, 2016 at 9.30 a.m. at Mandarin Orchard Singapore, Grange Ballroom, Level 5, Main Tower, 333 Orchard Road, Singapore 238867 and at any adjournment thereof (the “Meeting”). The proxy is to vote on the business before the Meeting as indicated below. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arising at the Meeting:

No.	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For	For	Against	Against
	Ordinary Business
		rnary usness
1.	T t R	o adopt the Directors’ Report and Audited Financial Statements o he financial year ended March 31, 2016 together with the Inde eport thereon.	f the Company for pendent Auditors’
2.	T 3	o approve the Directors’ fees of S$180,000/- for the financial y 1, 2017.	ear ending March
3.	T t	o re-elect Mr Wong Kwan Seng, Robert as an Independent Non-ex he Company.	ecutive Director of
4.	T C	o re-elect Mr Iu Po Chan, Eugene as an Independent Non-execut ompany.	ive Director of the
5.	To re-elect Mr Hon Kar Chun as an Executive Director of the Company.
6.	To re-appoint Messrs Deloitte Touche Tohmatsu, Hong Kong as the independent Auditors of the Company and authorise the Directors to fix their remuneration.
	Special Business
7.	T o	o authorise the Directors to allot and issue new ordinary shares i f the Company.	n the share capital
8.	T o	o authorise the Directors to purchase or acquire ordinary shares i f the Company under the Share Buyback Mandate.	n the share capital
		se refer to the Notice of the AGM for the full text of the resolution dicate with an “X” in the space provided whether you wish you esolutions as set out in the Notice of the AGM.)	s. r vote to be cast “F		or” or “Against” t

Note: Please refer to the Notice of the AGM for the full text of the resolutions.

(Please indicate with an “X” in the space provided whether you wish your vote to be cast “For” or “Against” the relevant Resolutions as set out in the Notice of the AGM.)

Dated this__ day of __ 2016.

Total number of shares in Register of Members

_____ Signature of Shareholder(s) or Common Seal of Corporate Shareholder

IMPORTANT : PLEASE READ NOTES OVERLEAF

NOTES :

1. Please insert the total number of shares held by you. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

2. A Shareholder entitled to attend and vote at a meeting of the Company and who holds two or more shares is entitled to appoint not more than two proxies to attend and vote on his/her/its behalf. Such proxy need not be a Shareholder.

3. Where a Shareholder appoints two proxies, he/she/it must specify the proportion of his/her/its shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no proportion of shareholdings is specified, the proxy whose name appears first shall be deemed to carry 100 per cent of the shareholdings of his/her/its appointor and the proxy whose name appears after shall be deemed to be appointed in the alternate.

4. A corporation which is a Shareholder may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting.

5. To be valid, the instrument appointing a proxy or proxies together with the 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 office of Intertrust Singapore Corporate Services Pte. Ltd., the Company’s Singapore Share Transfer Agent, at 3 Anson Road #27-01 Springleaf Tower Singapore 079909 (for Singapore shareholders), or at the office of the Company’s Hong Kong Branch Share Registrar, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong (for Hong Kong shareholders) not later than forty-eight (48) hours before the time appointed for holding the meeting or at any adjournment thereof.

6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a notarially certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies.

8. Any alteration made to this form of proxy must be initialled by the person who signs it.

9. In the case of joint Shareholders, the signature of any one Shareholder will be sufficient but the names of all the joint Shareholders should be stated.

10. The proxy of a shareholder should produce proof of identity when attending the AGM. If a corporate shareholder appoints its representative to attend the AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that shareholder appointing such representative to attend the AGM.