(note 3)

(Incorporated in Bermuda with limited liability)

(Stock Code: 43)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We (note 1)

of

being the registered holder(s) of (note 2)

ordinary share(s) of US$0.01

each in the share capital of C.P. POKPHAND CO. LTD. (the "Company"), hereby appoint CHAIRMAN OF THE MEETING or

of

as my/our proxy to attend and vote for my/our behalf in my/our name(s) at the annual general meeting of the Company to be held at Suites 6411-6416, 64th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 11 June 2021 at 11:30 a.m. (or at any adjournment thereof) (the "Meeting") in respect of the resolutions set out in the notice of the Meeting as hereunder indicated.

ORDINARY RESOLUTIONS

FOR (note 4)

AGAINST (note 4)

1.

To receive and adopt the audited consolidated financial statements, the report of

directors and the independent auditor's report of the Company for the year ended

31 December 2020.

2.

To declare a final dividend of HK$0.076 per share for the year ended 31

December 2020.

3.

a).

To re-elect Mr. Soopakij Chearavanont as an executive director of the

Company.

b).

To re-elect Mr. Suphachai Chearavanont as an executive director of the

Company.

c).

To re-elect Mr. Yoichi Ikezoe as a non-executive director of the Company.

d).

To re-elect Mr. Vinai Vittavasgarnvej as an independent non-executive

director of the Company.

e).

To re-elect Mrs. Vatchari Vimooktayon as an independent non-executive

director of the Company.

4.

To authorise the board of directors of the Company to fix the remuneration of

the directors.

5.

To re-appoint the auditor of the Company and to authorise the board of directors

of the Company to fix its remuneration.

6A.

To grant the board of directors of the Company a general mandate to allot, issue

and deal with additional shares not exceeding 20% of the total number of issued

shares of the Company.

6B.

To grant the board of directors of the Company a general mandate to buy back

shares not exceeding 10% of the total number of issued shares of the Company.

6C.

To extend the share issue mandate by the addition thereon of the aggregate

number of shares bought back by the Company.

Date:

2021

Signature (note 5)

Notes:

  1. Full name(s) and address(es) to be inserted in block capitals. The names of all joint holders should be stated.
  2. Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).
  3. If any proxy other than the Chairman of the Meeting is appointed, strike out "CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  4. IMPORTANT: If you wish to vote for a resolution, place a "" in the box marked "FOR", if you wish to vote against a resolution, place a "" in the box marked "AGAINST". Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the Meeting and on any resolutions which have been properly put to the Meeting other than those referred to in the notice convening the Meeting.
  5. This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person so authorised.
  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members.
  7. In order to be valid, this proxy form, together with any 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 lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the Meeting (i.e. no later than 11:30 a.m. (Hong Kong time) on 9 June 2021) or any adjournment thereof (as the case may be).
  8. Any alteration made to this proxy form must be initialled by the person who signs it.
  9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish.

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C.P. Pokphand Co. Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 10:24:06 UTC.