Samling Global Ltd : Form of Proxy for use at the special general meeting of Samling Global Limited to be held on Monday, 28 May 2012 (the Special General Meeting)

April 29, 2012 at 09:01 pm

MarketScreener.com By

SAMLING GLOBAL LIMITED

? ? ? ? ? ? ? ? *

(a company incorporated in Bermuda with limited liability)

(Stock code: 3938)

Form of Proxy for use at the special general meeting of Samling Global Limited to be held on Monday, 28 May 2012 (the ''Special General Meeting'')

I/We (Note 1)

of being the registered holder(s) of shares (Note 2) of US$0.10 each in the share capital of Samling Global Limited (the ''Company''), HEREBY APPOINT THE CHAIRMAN OF THE SPECIAL GENERAL MEETING (Note 3) or

of as my/our proxy to attend the Special General Meeting (and at any adjournment thereof) of the Company to be held at Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 28 May 2012 at 9 : 00 a.m. (or as soon as the court meeting, convened by the direction of the Supreme Court of Bermuda for the same place and date, shall have been concluded or concluded after any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice dated Monday, 30 April 2012 convening the Special General Meeting (''Notice of the Special General Meeting'') (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect

of the resolutions as indicated below (Note 4).

SPECIAL RESOLUTIONS: FOR AGAINST

1.(a)	To approve, for the purpose of giving effect to the scheme of arrangement dated 30 April 2012 (the ''Scheme''), in the form of the print contained in the composite scheme document of which the Notice of the Special General Meeting forms part dated 30 April 2012, between the Company and the Scheme Shareholders (as defined in the Scheme), with any modifications thereof or additions thereto or subject to any conditions approved or imposed by the Court (as defined in the Scheme), on the Effective Date (as defined in the Scheme), the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares (as defined in the Scheme).
1.(b)	To authorise any one of the directors of the Company (''Director'') to do all acts and things as considered by him to be necessary or desirable in connection with the completion of the Scheme, including (without limitation) the giving or implementation of consent to any modifications of, or additions to, the Scheme, which the Court (as defined in the Scheme) may see fit to impose and to do all other acts and things as considered by him to be necessary or desirable in connection with the Proposal (as defined in the Scheme).

ORDINARY RESOLUTIONS: FOR AGAINST

2.(a)	Subject to resolutions 1.(a) and 1.(b) above being approved, to approve the Company to allot and issue at par such number of New Shares (as defined in the Scheme) to Samling Strategic Corporation Sdn. Bhd. (''SSC'') as is equal to the number of Scheme Shares cancelled and extinguished, as referred to in 1.(a) above, immediately upon and contemporaneously with such cancellation and extinguishment of the Scheme Shares on the Effective Date (as defined in the Scheme).
2.(b)	Subject to resolutions 1.(a) and 1.(b) above being approved, to approve the Company to apply the credit arising in its books of account as a result of the reduction of share capital referred to in 1.(a) above in paying-up in full at par the New Shares to SSC referred to in 2.(a) above.
2.(c)	Subject to resolutions 1.(a) and 1.(b) above being approved, to authorise any one of the Directors to do all acts and things as considered by him to be necessary or desirable in order to give effect to the transactions referred to in 2.(a) and 2.(b) above.

Dated this day of 2012 Signature (Note 5):

Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. A shareholder of the Company entitled to attend and vote at the Special General Meeting is entitled to appoint one or more proxies (but not more than two proxies) to attend and vote in his/her/its stead. If any proxy other than the Chairman of the Special General Meeting is preferred, strike out the words ''THE CHAIRMAN OF THE SPECIAL GENERAL MEETING'' here inserted and insert the name and address of the proxy desired in the space provided. If a shareholder of the Company who is the holder of two or more shares appoints more than one proxy to attend and vote on his/her/its behalf at the Special General Meeting, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a shareholder of the Company, but must attend the meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SPECIAL GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''AGAINST''. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Special General Meeting other than those referred to in the Notice of the Special General Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
6. All resolutions will be put to vote by way of poll at the Special General Meeting. Every member of the Company present in person (or being a corporation, is present by its duly authorized representative), or by proxy shall have one vote for every fully paid share of which he/she/it is the holder.
7. A person entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way and in such case, please state the relevant number of shares in the appropriate boxes above.
8. To be valid, this form of proxy, together with any 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 branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned Special General Meeting concerned and, in such event, this form of proxy shall be deemed to have been revoked.
9. In the case of joint holders of a share of the Company, any one of such joint holders may vote at the meeting either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the Special General Meeting personally or by proxy, that one of such holders whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder in whose name any share of the Company stands shall for this purpose be deemed joint holders thereof. In the case of a shareholder of the Company which is a corporation, it may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the Special General Meeting and exercise the same powers on its behalf as if it were an individual shareholder of the Company.
* for identification purposes only