Orient Overseas International : PROXY FORM FOR SPECIAL GENERAL MEETING

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東 方 海 外 ( 國 際 ) 有 限 公 司*

(Incorporated in Bermuda with members' limited liability)

(Stock Code: 316)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We (Note 1)

of

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

o r d i n a r y s h a r e s o f O r i e n t O v e r s e a s ( I n t e r n a t i o n a l ) L i m i t e d ( t h e '' C o m p a n y '' ) H E R E B Y A P P O I N T t h e C h a i r m a n o f t h e M e e t i n g

or (Note 3)			(name)
of			(address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting (the ''Meeting'') of the Company to be held on Tuesday, 17 December

2019 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment thereof,

in respect of the resolutions as hereunder indicated.

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1. To approve and confirm the Non-exempt Network Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022.**
2. To approve and confirm the Deposit Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022. **
3. To approve and confirm the Non-exempt Terminal Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022. **
4. To approve and confirm the Non-exempt Equipment Procurement Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022. **
5. To approve and confirm the Non-exempt Vessel Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022. **
6. (a) To re-elect Mr. Yang Zhijian as Executive Director of the Company.
7. 1. To re-elect Mr. Feng Boming as Executive Director of the Company.
   2. To re-elect Mr. So Gregory Kam Leung as Independent Non-Executive Director of the Company.
   3. To authorise the Board of Directors to fix the Directors' remuneration.

Signature (Note 5) :

Date:

2019

NOTES:

1. Full name(s) and address(es) to be inserted in block capitals.
2. Please insert the number of ordinary shares of the Company registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the ordinary shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the reference to the Chairman of the Meeting and insert the full name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. A shareholder holding two or more shares of the Company may appoint one or more proxies to attend the Meeting and vote for him.

1. IMPORTANT: If you wish to vote for any of the resolutions, please put a ''✓'' Failure to tick either box of a resolution will entitle your proxy to cast your vote other than those referred to in the notice of the Meeting.

in the relevant box marked ''FOR''. If you wish to vote against any of the resolutions, please put a at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion

''✓'' in the relevant box marked ''AGAINST''. on any resolutions properly put to the Meeting

1. 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 common seal or under the hand of a duly authorised officer or attorney. Any alteration made to this proxy form must be initialled by the person who signs it.
2. In order to be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).
3. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) 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 of the Company in respect of the joint holding.
4. A proxy need not be a member of the Company but must attend the Meeting or any adjournment thereof in person to represent you.
5. Completion and delivery of this proxy form shall not preclude you from attending and voting in person at the Meeting or any adjournment thereof.

• For identification purpose only
• Full text of the Resolution is set out in the notice of the Meeting

PERSONAL INFORMATION COLLECTION STATEMENT

''Personal Data'' in this proxy form has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Cap 486 (''PDPO''), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided in this proxy form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy's Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy's Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's Branch Share Registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for our verification and record purpose.

Your and your proxy's personal data shall also be processed in accordance with the Company's Privacy Statement which is available under Corporate (Shareholder Information) of the Company's website (www.ooilgroup.com)

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing by either of the following means:

By mail to:	Personal Data Privacy Officer
	Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
By email to:	[e-mail]