Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
In connection with an extraordinary general meeting
of shareholders (the “Meeting”) of MDJM LTD, a Cayman Islands company (the “Company”), the Company hereby furnishes
the notice and proxy statement of the Meeting and the form of proxy card as Exhibits 99.1 and 99.2, respectively.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
MDJM LTD
(incorporated in the Cayman Islands with limited
liability)
(OTCID: UOKAF)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary
general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on April 21, 2026, at
11:30 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the following purposes:
| 1 |
To increase the authorized share capital of the Company:
FROM: US$250,000,000 divided into 285,714,286 ordinary shares of par value US$0.875 each, consisting of (a) 285,702,629 Class A Ordinary Shares of par value US$0.875 each and (b) 11,657 Class B Ordinary Shares of par value US$0.875 each.
TO: US$4,462,500,000 divided into 5,100,000,000 ordinary shares of par value US$0.875 each, consisting of (a) 5,000,000,000 Class A Ordinary Shares of par value US$0.875 each and (b) 100,000,000 Class B Ordinary Shares of par value US$0.875 each, by the creation of 4,714,297,371 authorised and unissued Class A Ordinary Shares and 99,988,343 authorised and unissued Class B Ordinary Shares. |
| 2 |
To pass an ordinary resolution that the Company grants a mandate to the board of directors of the Company (the Board) during the Relevant Period (as defined below) to effect a consolidation of the share capital of the Company (the Share Consolidation), including all issued ordinary shares and any unissued ordinary shares, at the consolidation ratio and effective time as the Board may determine at their sole discretion, provided that the consolidation ratio resulting from the Share Consolidation effected pursuant to this mandate shall be not less than 2:1 and not more than 200:1 (the Consolidation Ratio), with such consolidated shares having the same rights and being subject to the same restrictions as set out in the Articles, be and is hereby generally and unconditionally approved.
For the purpose of the Share Consolidation, Relevant Period means the period from the date of passing of the resolution of the Meeting until whichever is the earliest of:
(i) the first time the Board has exercised the power to give effect to the Share Consolidation; or
(ii) the date on which such mandate granted under the resolution of the Meeting is revoked or varied by an ordinary resolution of the shareholders
of the Company in general meeting. |
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|
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The Company authorises the Board during the Relevant Period to take such actions to give effect to the Share Consolidation that would or might require the exercise of the aforesaid powers during or after the end of the Relevant Period, and shall include and without limitation, the determination of the Consolidation Ratio for the Class A Ordinary Shares and the Class B Ordinary Shares. |
The board of directors of the Company (the “Board
of Directors”) has fixed the close of business on March 27, 2026 as the record date (the “Record Date”) for determining
the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Subject to the provisions of the
memorandum and articles of association (as amended) of the Company and to any restrictions imposed on any shares, only holders of ordinary
shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials,
including the Company’s 2024 annual report, by submitting a request to ir@mdjmjh.com.
| By Order of the Board of Directors, |
|
| |
|
| /s/ Siping Xu |
|
| Siping Xu |
|
| Chairman of the Board of Directors |
|
March 31, 2026
MDJM LTD
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
April 21, 2026
11:30 am Eastern Time
PROXY STATEMENT
The board of directors (the “Board of Directors”)
of MDJM LTD (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”)
of the Company to be held on April 21, 2026, at 11:30 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom
or any adjournment thereof.
Only holders of the ordinary shares of the Company
of record at the close of business on March 27, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or
at any adjournment thereof. The shareholders entitled to vote and present, in person or by proxy or (in the case of a shareholder being
a corporate entity) by its duly authorized representative, representing not less than one-third in nominal value of the total issued voting
shares in the Company throughout the meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company. Each holder of the Company’s Class A ordinary shares shall be entitled to one vote in respect of each Class
A ordinary share held by such holder on the Record Date. Each holder of the Company’s Class B ordinary shares shall be entitled
to 50 votes in respect of each Class B ordinary share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
| 1 |
to increase the authorized share capital of the Company:
FROM: US$250,000,000 divided into 285,714,286 ordinary shares of par value US$0.875 each, consisting of (a) 285,702,629 Class A ordinary shares of par value US$0.875 each and (b) 11,657 Class B ordinary shares of par value US$0.875 each.
TO: US$4,462,500,000 divided into 5,100,000,000 ordinary shares of par value US$0.875 each, consisting of (a) 5,000,000,000 Class A ordinary shares of par value US$0.875 each and (b) 100,000,000 Class B ordinary shares of par value US$0.875 each, by the creation of 4,714,297,371 authorised and unissued Class A Ordinary Shares and 99,988,343 authorised and unissued Class B Ordinary Shares. |
| 2 |
the Company grants a mandate to the board of directors of the Company (the Board) during the Relevant Period (as defined below) to effect a consolidation of the share capital of the Company (the Share Consolidation), including all issued ordinary shares and any unissued ordinary shares, at the consolidation ratio and effective time as the Board may determine at their sole discretion, provided that the consolidation ratio resulting from the Share Consolidation effected pursuant to this mandate shall be not less than 2:1 and not more than 200:1 (the Consolidation Ratio), with such consolidated shares having the same rights and being subject to the same restrictions as set out in the Articles, be and is hereby generally and unconditionally approved. |
| |
For the purpose of the Share Consolidation, Relevant Period means the period from the date of passing of the resolution of the Meeting until whichever is the earliest of:
(i) the first time the Board has exercised the power to give effect to the Share Consolidation; or
(ii) the date on which such mandate granted under the resolution of the Meeting is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting. |
The Company authorises the Board during the Relevant
Period to take such actions to give effect to the Share Consolidation that would or might require the exercise of the aforesaid powers
during or after the end of the Relevant Period, and shall include and without limitation, the determination of the Consolidation Ratio
for the Class A Ordinary Shares and the Class B Ordinary Shares.
The Board of Directors recommends a vote “FOR” each
of the Proposals.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date,
and return the attached proxy card in accordance with the instructions set out therein.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to NASDAQ’s Marketplace Rules
that permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts
its annual reports on the Company’s website. The annual report for the year ended December 31, 2024 (the “2024 Annual Report”)
has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense
associated with mailing physical copies of such report to record holders. If you want to receive a paper or email copy of the Company’s
2024 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for
a copy to the Investor Relations department of the Company, at ir@mdjmjh.com.
PROPOSAL NO. 1
THE INCREASE OF SHARE CAPITAL
The Board of Directors proposes to increase its
authorized share capital from US$250,000,000 divided into 285,714,286 ordinary shares of par value US$0.875 each, consisting of (a) 285,702,629
Class A ordinary shares of par value US$0.875 each and (b) 11,657 Class B ordinary shares of par value US$0.875 each, to US$4,462,500,000
divided into 5,100,000,000 ordinary shares of par value US$0.875 each, consisting of (a) 5,000,000,000 Class A ordinary shares of par
value US$0.875 each and (b) 100,000,000 Class B ordinary shares of par value US$0.875 each, by the creation of 4,714,297,371 authorised
and unissued Class A Ordinary Shares and 99,988,343 authorised and unissued Class B Ordinary Shares.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
RESOLVED, as an ordinary resolution
of Shareholders that, with effect from 11:30 a.m. (Eastern Time) on April 21, 2026:
| |
to increase the authorized share capital of the Company: |
| |
|
| |
FROM: US$250,000,000 divided into 285,714,286
ordinary shares of par value US$0.875 each, consisting of (a) 285,702,629 Class A ordinary shares of par value US$0.875 each and (b) 11,657
Class B ordinary shares of par value US$0.875 each.
TO: US$4,462,500,000 divided into 5,100,000,000
ordinary shares of par value US$0.875 each, consisting of (a) 5,000,000,000 Class A ordinary shares of par value US$0.875 each and (b)
100,000,000 Class B ordinary shares of par value US$0.875 each,
by the creation of 4,714,297,371 authorised
and unissued Class A Ordinary Shares and 99,988,343 authorised and unissued Class B Ordinary Shares. |
VOTE REQUIRED FOR APPROVAL
The approval of Proposal No. 1 requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast at the Meeting
by shareholders who, being present and entitled to vote in person at the Meeting, vote in person or, where proxies are allowed, by proxy
or, in the case of corporations, by their duly authorized representatives.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE INCREASE OF SHARE CAPITAL.
PROPOSAL NO. 2
APPROVAL OF A SHARE CONSOLIDATION, SUBJECT TO
THE DETERMINATION OF THE CONSOLIDATION RATIO AND TIMING BY THE BOARD OF DIRECTORS
General
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation
of the Company’s authorized and issued shares (the “Share Consolidation”), at a consolidation ratio from such Share
Consolidation ranging from not less than 2:1 and not greater than 200:1, at the reasonable discretion of the Board of Directors.
The Share Consolidation must be passed by an ordinary
resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representative, at the
Meeting. If the Company’s shareholders approve this proposal, the Board of Directors will have authority to implement the Share
Consolidation at any time after the approval of the Share Consolidation.
The Share Consolidation will be implemented simultaneously
for all authorized, issued, and outstanding shares. The Share Consolidation will affect all shareholders uniformly and will have no effect
on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional
shares (see below under the subheading “Fractional Shares”).
Purpose of the Share Consolidation
On March 13, 2026, the Company received a staff
determination letter from the Listing Qualifications Department of Nasdaq, notifying that the Company’s Class A ordinary shares
would be suspended from trading on Nasdaq, effective with the open of trading on March 20, 2026, as a result of the Company’s Class
A ordinary shares having a closing bid price of $0.10 or less for 10 consecutive business days.
On March 20, 2026, the Company’s Class A
ordinary shares were suspended from trading on Nasdaq and commenced trading on the OTCID Basic Markets under the ticker symbol “UOKAF.”
On the same day, the Company submitted a hearing request to an independent Nasdaq Hearing Panel to appeal the suspension determination.
However, the outcome of the hearing remains uncertain. Should the hearing result in an unfavorable determination, Nasdaq may file a Form
25-NSE with the U.S. Securities and Exchange Commission to delist and remove the Company’s Class A ordinary shares from the Nasdaq
Capital Market.
The suspension and potential delisting of the
Company’s Class A ordinary shares from Nasdaq and the trading on OTCID Basic Markets have had, and may continue to have, material
adverse effects on the Company’s business and its shareholders, including a limited availability for market quotations and reduced
liquidity with respect to its Class A ordinary shares; a determination that the Company’s Class A Ordinary Share is a “penny
stock,” which will require brokers trading in its Class A Ordinary Share to adhere to more stringent rules and possibly result in
a reduced level of trading activity in the secondary trading market for the Company’s Class A Ordinary Share; limited amount of
news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future.
Among other requirements, the listing maintenance
standards established by Nasdaq require the Class A ordinary shares to have a minimum closing bid price of at least $1.00 per share (the
“Minimum Bid Requirement”). To ensure the Company to regain compliance with the Minimum Bid Requirement, the Board of Directors
determined that it was in the best interest of the Company and its shareholders to solicit the approval of the Shareholders for the Share
Consolidation.
Registration and Trading
of the Company’s Class A Ordinary Shares
The Share Consolidation will not affect the registration
of the Company’s Class A ordinary shares or the Company’s obligation to publicly file financial and other information with
the U.S. Securities and Exchange Commission. When the Share Consolidation is implemented, the Company’s Class A ordinary shares
will begin trading on a post-consolidation basis on the effective date that the Company announces such implementation by press release
or a Form 6-K. In connection with the Share Consolidation, the CUSIP number of the Company’s Class A ordinary shares (which is an
identifier used by participants in the securities industry to identify the Company’s Class A ordinary shares) will change.
Fractional Shares
No fractional shares will
be issued in connection with the Share Consolidation. Instead, record holders who otherwise would be entitled to receive fractional shares
because they hold a number of shares not evenly divisible by the Share Consolidation ratio will automatically be entitled to receive an
additional fraction of one share of the relevant class to round up to the next whole share. For those beneficial holders who hold shares
through a brokerage firm, the Company intends to round up fractional shares at the participant level. Cash will not be paid for fractional
shares.
Authorized Shares
At the time the Share
Consolidation is effective, the Company’s authorized shares will be consolidated at the same ratio, meaning there will be a reduction
in the number of the authorized shares in the Company by a factor determined by the board of directors.
Street Name Holders
of Class A Ordinary Shares
The Company intends for the Share Consolidation
to treat shareholders holding Class A ordinary shares in street name through a nominee (such as a bank or broker) in the same manner as
shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial
holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A ordinary shares in street name should
contact their nominees.
Share Certificates
Mandatory surrender of certificates is not required
by the Company’s shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share
Consolidation as of the effective date. New certificates will not be mailed to shareholders.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
RESOLVED, as an ordinary resolution
of Shareholders that, with effect from 11:30 a.m. (Eastern Time) on April 21, 2026:
| |
the Company grants a mandate to the board of
directors of the Company (the Board) during the Relevant Period (as defined below) to effect a consolidation of the share capital of the
Company (the “Share Consolidation”), including all issued ordinary shares and any unissued ordinary shares, at the consolidation
ratio and effective time as the Board may determine at their sole discretion, provided that the consolidation ratio resulting from the
Share Consolidation effected pursuant to this mandate shall be not less than 2:1 and not more than 200:1 (the Consolidation Ratio), with
such consolidated shares having the same rights and being subject to the same restrictions as set out in the Articles, be and is hereby
generally and unconditionally approved.
For the purpose of the Share Consolidation,
Relevant Period means the period from the date of passing of the resolution of the Meeting until whichever is the earliest of:
(i) the first time the Board has exercised the power to give effect to the Share Consolidation; or
(ii) the date on which such mandate granted under the resolution of the Meeting is revoked or varied by an ordinary resolution of the shareholders
of the Company in general meeting.
|
| |
The Company authorises the Board during the Relevant Period to take such actions to give effect to the Share Consolidation that would or might require the exercise of the aforesaid powers during or after the end of the Relevant Period, and shall include and without limitation, the determination of the Consolidation Ratio for the Class A Ordinary Shares and the Class B Ordinary Shares. |
VOTE REQUIRED FOR APPROVAL
The approval of Proposal No. 2 requires an ordinary
resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast at the Meeting by shareholders
who, being present and entitled to vote in person at the Meeting, vote in person or, where proxies are allowed, by proxy or, in the case
of corporations, by their duly authorized representatives.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CONSOLIDATION.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| March 31, 2026 |
By order of the Board of Directors |
| |
|
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/s/ Siping Xu |
| |
Siping Xu |
| |
Chairman of the Board of Directors |
Exhibit 99.2
Important Notice Regarding the Availability
of Proxy Materials for the Extraordinary General Meeting:
| MDJM LTD |
| Extraordinary General Meeting of Shareholders |
| 21 April 2026 |
| 11:30 a.m. Eastern Time |
| |
| THIS PROXY IS SOLICITED ON BEHALF OF |
| THE BOARD OF DIRECTORS OF MDJM LTD |
| |
| The undersigned shareholder of MDJM LTD, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of the Shareholders (the “Meeting”) and the Proxy Statement, each dated 31 March 2026, and hereby appoints, if no person is specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting to be held on 21 April 2026, at 11:30 a.m. Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, or at any adjournment or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith. |
| |
| This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” Proposal No.1 and in the discretion of the proxy with respect to such other business as may properly come before the meeting. |
| |
| Continued and to be signed |
VOTE BY INTERNET
www.Transhare.com (click on Vote Your Proxy and
enter your control number)
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 p.m., Eastern Time, 20 April 2026. Have your proxy card in hand when you
access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY EMAIL
Please email your signed proxy card to Proxy@Transhare.com.
VOTE BY FAX
Please fax your signed proxy card to +1.727.269.5616.
VOTE BY MAIL
Please sign, date and mail to Proxy Team, Transhare Corporation, 17755
US Highway 19 N, Suite 140, Clearwater FL 33764.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred
by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically
via e-mail or the Internet. To sign up for electronic delivery, please provide your email address below and check here to indicate your
consent to receive or access proxy materials electronically in future years.
THIS PROXY CARD
Please read the explanatory notes overleaf before
the completing this form.
I/We, ____________________, being a member of
the Company, appoint the Chairman of the meeting /NAME OF PROXY as my/our proxy to attend, speak and vote on my/our behalf at the Extraordinary
General Meeting of the Company to be held on 21 April 2026 at 11:30 a.m. Eastern Time and at any adjournment of the meeting.
If you wish to appoint multiple proxies, please
see note 1 overleaf. If you are appointing more than one proxy, please indicate each of the proxy in the box below and complete the number
of shares in relation to which they are authorised to act as proxy. Otherwise, this section can be left blank.
| PROXY NAME |
NUMBER OF SHARES |
| |
|
The proxy is to vote on the following resolution
as I/we have instructed by making the appropriate box with an “X”.
The Board of Directors recommends voting FOR the following:
| |
|
FOR |
AGAINST |
ABSTAIN |
| Proposal No. 1 |
the authorised share capital of the Company be
increased:
FROM: US$250,000,000 divided into 285,714,286
ordinary shares of US$0.875 par value each, consisting of (a) 285,702,629 Class A Ordinary Shares and (b) 11,657 Class B
Ordinary Shares,
TO: US$4,462,500,000 divided into 5,100,000,000
ordinary shares of US$0.875 par value each, consisting of (a) 5,000,000,000 Class A Ordinary Shares and (b) 100,000,000
Class B Ordinary Shares,
by the creation of 4,714,297,371 authorised and
unissued Class A Ordinary Shares and 99,988,343 authorised and unissued Class B Ordinary Shares. |
¨ |
¨ |
¨ |
| Proposal No. 2 |
(a) the Company grants
a mandate to the board of directors of the Company (the Board) during the Relevant Period (as defined below) to effect a
consolidation of the share capital of the Company (the Share Consolidation), including all issued ordinary shares and any
unissued ordinary shares, at the consolidation ratio and effective time as the Board may determine at their sole discretion, provided
that the consolidation ratio resulting from the Share Consolidation effected pursuant to this mandate shall be not less than 2:1 and not
more than 200:1 (the Consolidation Ratio), with such consolidated shares having the same rights and being subject to the
same restrictions as set out in the Articles, be and is hereby generally and unconditionally approved;
(b) for the purpose
of this resolution, Relevant Period means the period from the date of passing of this resolution until whichever is the
earliest of:
(i) the
first time the Board has exercised the power to give effect to the Share Consolidation; or
(ii) the
date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company
in general meeting; and
(c) authorise the
Board during the Relevant Period to take such actions to give effect to the Share Consolidation that would or might require the exercise
of the aforesaid powers during or after the end of the Relevant Period, and shall include and without limitation, the determination of
the Consolidation Ratio for the Class A Ordinary Shares and the Class B Ordinary Shares. |
¨ |
¨ |
¨ |
Please sign exactly as your name(s) appear(s) hereon.
When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally.
All holders must sign. If an entity, please sign in the full entity name, by a duly authorized officer.
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|
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|
| Share Owner signs here |
Co-Owner signs here |
| |
|
| Date: |
|
Note:
| 1. | As a member of the Company, you are entitled to appoint a proxy or proxies to exercise all or any of your
rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these
notes. If the proxy is being appointed in relation to part of your shares in relation to which they are authorised to act as your proxy.
If this box is left blank, they will be authorised in respect of your full voting entitlement. |
| 2. | This form of proxy confers authority to demand or join in demanding a poll. |
| 3. | Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have
appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. |
| 4. | A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you
wish to appoint a proxy other than the chairman of the meeting, insert their full name in the box. If you leave this space blank, the
chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your
behalf, you will need to appoint someone other than the chairman and give them the relevant instruments directly. |
| 5. | You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may
copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder’s name the number
of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment
is one of multiple appointments being made. Multiple appointments should be returned together in the same envelope. |
| 6. | In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only
the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). |
| 7. | To direct your proxy how to vote on the resolutions mark the appropriate box with an “X”.
If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain
from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn. |
| 8. | To validity appoint a proxy using this form, the form must be: |
| a. | Completed and signed. Where the appointer is a corporation then the form must be executed under the hand
of an officer duly authorised to do so; |
| b. | Sent and delivered in accordance with the methods set forth in the proxy form; and |
| c. | Received by the Company no later than forty-eight hours before the time set for the meeting. |
| 9. | If you submit more than one valid proxy appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence. |
