Global Brands Group Holding Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 787)

PROXY FORM

Form of proxy for use at the Special General Meeting to be held on

Monday, 24 May 2021 at 11:30 a.m.

I/We,1 of

being the registered holder(s)2 of

shares of HK$0.125 each in the capital of the

above-named Company (the "Company"), hereby appoint3

of

or failing him, the Chairman of the Meeting 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 at Ground Floor, Hong Kong Spinners Industrial Building, Phases I & II, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on Monday, 24 May 2021 at 11:30 a.m. and at any adjournment thereof on the undermentioned resolution as indicated.

Full text of the following resolution are set out in the notice convening the Meeting dated 6 May 2021 which have also been incorporated in the circular of the Company dated 6 May 2021 (the "Circular"). Unless otherwise stated, capitalized terms used in this proxy form shall have the same meanings as those defined in the Circular.

ORDINARY RESOLUTION

For4

Against4

1. To approve, ratify and confirm the Unit Purchase Agreement and all transactions contemplated under the Transaction Documents and to authorise any director of the Company to execute for and on behalf of the Company (including affixing the seal of the Company in accordance with the bye-laws of the Company to) all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the Transaction and the transactions contemplated under the Transaction Documents and all matters incidental or ancillary thereto.

Dated this

day of May, 2021

Signature5

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
  3. If any proxy other than the Chairman is preferred, delete the words "the Chairman of the Meeting" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person(s) who signs it.
  4. Please indicate with an "" in the appropriate space beside the resolution how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain, at his discretion.
  5. This form of proxy 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 an officer or attorney duly authorised.
  6. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
  7. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such an event, the instrument appointing a proxy shall be deemed to be revoked.
  8. In the case of joint holders of shares of the Company, 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 shall be determined as 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.
  9. The resolutions at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Company's bye-laws, except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
  10. In view of the COVID-19 pandemic, the Company strongly recommends shareholders to exercise their rights to vote at the Meeting by appointing the Chairman of the Meeting as their proxies and to return their forms of proxy by the time specified above, instead of attending the Meeting in person.

Attachments

  • Original document
  • Permalink

Disclaimer

Global Brands Group Holding Ltd. published this content on 05 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2021 14:40:06 UTC.