Willas-Array Electronics (Holdings) Limited — Regulatory Filings 2018

Jun 25, 2018

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,

of

(Name) (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 27, 2018 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	For	Against
	Ordinary Business
1.	To read, consider and adopt the Directors’ Report and Consolidated Audited Financial
	Statements of the Company and its subsidiaries for the financial year ended March
	31, 2018 together with the Independent Auditors’ Report thereon.
2.	To approve the payment of a final dividend of HK$0.42 per ordinary share for the
	financial year ended March 31, 2018.
3.	To approve the proposed directors’ fees of S$180,000/- for the financial year ending
	March, 31, 2019.
4.	To re-elect Mr. LeungHon Shingas an executive director of the Company.
5.	To re-elect Mr. Jovenal R. Santiago as an independent non-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 of the Company to fix their
	remuneration.
	Special Business
7.	To authorise the directors of the Company to allot and issue new ordinary shares in
	the share capital of the Company.
8.	To authorise the directors of the Company to purchase or otherwise acquire ordinary
	shares in the share capital of the Company.
9.	To authorise the directors of the Company to issue bonus shares by way of
	capitalization.

Note: The description of the resolutions in this form is by way of summary only. Please refer to the Notice of the AGM dated June 26, 2018 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 June 26, 2018.)

Dated this day of 2018. 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 general 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. A 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. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. This form of proxy shall be signed by you or your attorney duly authorized in writing or, in the case of a corporation, shall be signed either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

7. 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 the Company’s Singapore share transfer agent, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896 (for Singapore Shareholders), or at the office of the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/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.

8. 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.

9. 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.

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

11. 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.

12. The proxy of a Shareholder should produce proof of identity when attending the Meeting. If a corporate Shareholder appoints its representative to attend the Meeting, 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 Meeting.

13. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or its adjournment (if any) should you so wish. Any appointment of proxy shall be deemed to be revoked should you attend the Meeting or its adjournment (if any) in person.