DFI Retail : Form of Proxy for AGM 2023

DFI Retail Group Holdings Limited

Form of Proxy

Annual General Meeting - 4th May 2023

I/We1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

hereby appoint the Chairman of the Meeting or2,3,4,5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

as my/our proxy to attend and vote on my/our behalf the number of shares indicated below7 at the Annual General Meeting of the Company to be held on 4th May 2023 and at any adjournment thereof.

NOTES:

1.	Please insert your full name and address in block capitals in the space provided. Only one
	of the joint holders should be mentioned (but see note 6 below).
2.	You can appoint the Chairman of the Meeting or anyone else to be your proxy at the
	Meeting. The proxy need not be a shareholder of the Company but shall be a natural
	person.
3.	To appoint the Chairman of the Meeting as your sole proxy in respect of all of your shares,
	do not include a name in the space provided.
4.	To appoint any proxy other than the Chairman of the Meeting in respect of all of your
	shares, cross out only the words 'the Chairman of the Meeting' and insert the name and
	address of the proxy desired in block capitals in the space provided and initial the
	alteration.
5.	All proxies may vote on a poll and all proxies, other than Directors or officers of the
	Company or any of its subsidiaries, may vote on a show of hands.
6.	If more than one joint holder are present at the Meeting personally or by proxy, the holder
	present whose name stands first in the register in respect of the relevant shares will alone
	be entitled to vote in respect of them.

I/We direct that my/our proxy vote as indicated below8:

1.	To receive the Financial Statements for 2022.
2.	To declare a final dividend for 2022.
3.	To re-elect Clem Constantine as a Director.
4.	To re-elect Adam Keswick as a Director.
5.	To appoint PricewaterhouseCoopers, Hong Kong as the Auditors and to
	authorise the Directors to fix their remuneration.
6.	To renew the general mandate to the Directors to issue new shares.

1

2

3

4

5

Vote

For Against Withheld

7.	Please insert the number of shares to which this proxy relates in the box provided. If a
	number is inserted, this form of proxy will be deemed to relate only to those shares. If no
	number is inserted, this form will be deemed to relate to all the shares in the Company
	which are registered in your name (whether alone or jointly with others).
8.	Please indicate with a tick in the relevant box which way you wish your vote to be cast. The
	'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote
	is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution. If no
	indication is given, the proxy will vote or abstain at his discretion.
9.	Corporations must execute under common seal or by an attorney or duly authorised officer.
10.	To be valid, this form, together with any power of attorney under which it is signed, must be
	deposited at any one of the Company's registrars/transfer agent: Jardine Matheson
	International Services Limited, P.O. Box HM 1068, Hamilton HM EX, Bermuda; Link Group,
	PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom; M & C
	Services Private Limited, 112 Robinson Road #05-01, Singapore 068902; not later than
	8.00 a.m. (local time) on 2nd May 2023.
11.	Completion and return of this form will not preclude you from attending and voting at the
	Meeting should you so wish.

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12. Any alterations to this form should be initialled.

Signed9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023

Number of shares to

which this proxy relates7.