PROXY

The undersigned (the "Appointer"), being the holder of …………………………………. shares of Blue Marlin Holdings S.A., having its registered office at 56, rue Charles Martel, L-2134 Luxembourg (the "Company"), hereby appoints the duly appointed Chairman of the meeting or, failing him, any director of the Company to represent him and vote for him at the Extraordinary General Meeting of the Ordinary Shareholders of the Company to be held in Luxembourg on 10 February 2017 at

  1. noon (CET) or at any adjournment thereof for the purpose of deliberation and voting upon the following agenda:

    1. Approval of the reduction of the ordinary share capital of the Company from 4,873,930 Ordinary Shares of EUR 2.00 each to 2,436,965 Ordinary Shares of EUR 2.00 each via the redemption of 1 Ordinary Share for every 2 Ordinary Shares at an amount of EUR 16.75 per share redeemed, and cancellation of the Ordinary Shares redeemed;

    2. Proxy to the Directors to determine and implement the re-imbursement of the redemption amount of 2,436,965 Ordinary Shares pursuant to resolution 1 above including the payment to Ordinary Shareholders of EUR 16.75 per Ordinary Share redeemed in the form of a reduction of capital out of which EUR 2.00 will be funded out of share capital and the remainder of EUR 14.75 will be funded out of distributable reserves;

    3. Amendment of article 5 of the articles of association of the Company to reflect the amendment which has been resolved upon pursuant to resolution 1;

    4. To allocate a one off fee of EUR 100,000 to board member John Jaakke for his contribution to the successful conclusion of the sale of the interest in Bank Insinger de Beaufort N.V.;

    5. To accept the resignation by John Jaakke as per the date of the EGM from the Board and to discharge and release from liability John Jaakke for his management of the Company until the date of resignation.

    Made in on , 2017

    By _____________________________

    The Proxy is specially authorised to vote in favor of the items on the above agenda.

    All powers are given to the Proxy to make any statement, cast all votes, sign all minutes of meetings and other documents, do everything which is lawful, necessary or simply useful in view of the accomplishment and fulfilment of the present proxy and the incorporation of the above named Company and to proceed, in accordance with the requirements of Luxembourg law, to any registration with the Trade and Companies' Register and to any publication in the Luxembourg Electronic Associations and Companies Register (Registre Electronique des Sociétés et Associations), while the Appointer promises to ratify all said actions taken by the Proxy whenever requested.

    This proxy, and the rights, obligations and liabilities of the Appointer and the Proxy hereunder, shall be governed by the laws of Luxembourg, to the exclusion of its rules of conflict of laws. Any claims, disputes or disagreements arising under, in connection with or by reason of this proxy shall be brought by the Appointer and the Proxy in the courts of Luxembourg-City, and each of the Appointer and the Proxy hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.

    Blue Marlin Holdings SA published this content on 19 January 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 21 January 2017 08:30:03 UTC.

    Original documenthttps://www.bluemarlinholdings.lu/pressrelease/Form of Proxy EGM 10 February 2017.pdf

    Public permalinkhttp://www.publicnow.com/view/09E073F3749976B6BD2469B582B84FAEF3607F6B