Willas-Array Electronics (Holdings) Limited — AGM Information 2022

Jul 28, 2022

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

*I/We,

of

(Name)

(Address)

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

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

or failing him/her, the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on August 29, 2022 at 9.30 a.m. (Hong Kong and Singapore time) via electronic means and at any adjournment thereof (the “ 2022 AGM ”). The proxy is to vote on the business transacted at the 2022 AGM 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 2022 AGM:

No.	ORDINARY RESOLUTIONS	For	Against	Abstain
	Ordinary Business
1.	To read, consider and adopt Audited Consolidated Financial Statements of theCompany and its subsidiaries for the financial year ended March 31, 2022 togetherwith the Directors’ Report and Independent Auditor’s Report thereon.
2.	To approve the payment of a final dividend of HK33.0 cents per ordinary share anda special dividend of HK40.0 cents per ordinary share for the financial year endedMarch 31,2022.
3.	To approve the proposed directors’ fees of S$150,000/- to the independentnon-executive directors for the financialyear endingMarch 31,2023.
4.	To approve the proposed director’s fee of HK$1,337,244/- to the non-executivedirector, Mr Leung Chun Wah, for the period from April 1, 2022 to December 31,2022.
5.	To re-elect Mr. LeungChun Wah as a non-executive director of the Company.
6.	To re-elect Mr. Hon Kar Chun as an executive director of the Company.
7.	To re-elect Mr. Tang Wai Loong Kenneth as an independent non-executive directorof the Company.
8.	To re-elect Mr. Tong Kai Cheong as an independent non-executive director of theCompany.
9.	To appoint Messrs. Deloitte & Touche LLP as the independent auditor of theCompany in place of the retiring independent auditor, Messrs. Deloitte ToucheTohmatsu and authorise the directors of the Companyto fix their remuneration.
	Special Business
10.	To authorise the directors of the Company to allot and issue new ordinary shares inthe share capital of the Company.
11.	To authorise the directors of the Company to purchase or acquire ordinary shares inthe share capital of the Company.
	SPECIAL RESOLUTION
1.	To consider and, if thought fit, to adopt the amendments to the Bye-Laws in themanner as set out in Appendix IV to the Circular.

Note: The description of the resolutions in this form is by way of summary only. Please refer to the Notice of the AGM dated July 29, 2022 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”, or to “Abstain” the relevant Resolutions as set out in the Notice of the AGM dated July 29, 2022.)

Dated this day of 2022. Total number of shares in Register of Members (notes 2 & 4)

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

IMPORTANT : PLEASE READ NOTES OVERLEAF

NOTES:

1. A Shareholder will NOT be able to attend the 2022 AGM in person. A Shareholder (whether individual or corporate) may pre-register online to either attend and vote (in real time) at the 2022 AGM by electronic means or appoint a proxy to attend and vote (in real time) at the 2022 AGM on his/her/its behalf, or, appoint the Chairman of the 2022 AGM (the “ Chairman ”) as his/her/its proxy to vote on his/her/its behalf. This Proxy Form may be accessed at the Company’s website at https://www.willas-array.com, and will also be available on the website of Singapore Exchange Securities Trading Limited at https://www.sgx.com/securities/company-announcements and on the website of The Stock Exchange of Hong Kong Limited at https://www.hkexnews.hk.

2. Please insert the total number of shares of the Company (the “ Shares ”) registered in your name. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

3. Please indicate with an “X” in the appropriate box against each resolution how you wish the proxy/proxies or the Chairman to vote. If this Proxy Form is deposited without any indication as to how the proxy/proxies or the Chairman shall vote, the proxy/proxies or the Chairman may vote or abstain from voting at his/her/their discretion.

4. All resolutions will be put to vote by way of poll at the 2022 AGM. Every shareholder of the Company (the “ Shareholder ”) who validly pre-registers as a Shareholder in order to vote electronically during the 2022 AGM or appoints the Chairman as his/her/its proxy shall have one vote for every fully paid-up Share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her/its votes or uses in the same way and in such cases, please state the relevant number of Shares in the appropriate box(es) above. Where there are joint registered holders of any Shares, any one of such persons may vote at the 2022 AGM, either electronically during the 2022 AGM following valid pre-registration as a Shareholder or by appointing the Chairman as proxy, in respect of such Shares as if he/she/ it was solely entitled thereto; but if more than one of such joint holders pre-register as a Shareholder or appoints the Chairman as proxy, that one of the joint holders whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof. This Proxy Form 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.

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 by the Shareholder in the following manner:

   • (i) if submitted by post, by depositing the duly completed Proxy Form at the office of the Company’s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 1 Harbourfront Avenue, Keppel Bay Tower, #14-03/07, Singapore 098632 (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) ; and

   • (ii) if submitted electronically, by scanning and submitting the duly completed Proxy Form via email to srs.teamc@boardroomlimited.com (for all Shareholders) and delivered the original signed Proxy Form to the office of the Company’s Singapore share transfer agent or the office of the Company’s Hong Kong branch registrar and transfer office.

in either case, not later than forty-eight (48) hours before the time appointed for holding the 2022 AGM or at any adjournment thereof.

1. 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.

2. 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.

3. Any alteration made to this Proxy Form must be initialled by the person who signs it.

4. 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.

5. Completion and delivery of the Proxy Form will not preclude you from pre-registering as a Shareholder and voting electronically at the 2022 AGM and, in such event, this Proxy Form shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of proxy or appoint the Chairman as proxy and your voting instructions for the 2022 AGM of the Company (the “ Purposes ”). The Company may transfer your name(s) and address(es) to its agent, contractor, or third party service provider who provides administrative, computer and other services to it for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your 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, Chapter 486 of the Laws of Hong Kong and Personal Data Protection Act 2012 of Singapore and any such request should be in writing by mail to the Company/Boardroom Corporate & Advisory Services Pte. Ltd./Boardroom Share Registrars (HK) Limited at the above address.