Governance

Procedure for Election of Directors sets out the procedures for shareholders to propose a person for election as a director of Kerry Logistics Network Limited (the “Company”).

The procedures for shareholders to propose a person for election as a director (the “Candidate”) of the Company are governed by Bye-law 103 of the Amended and Restated Bye-laws of the Company (as adopted by a Special Resolution passed on 23 May 2022). At each annual general meeting or any general meeting of the Company for the election and removal of directors, any shareholder of the Company who wishes to nominate a Candidate shall lodge at the place of business of the Company in Hong Kong (i) a notice of intention signed by such shareholder (other than the Candidate) duly qualified to attend and vote at the meeting; and (ii) a notice signed by the Candidate of his or her willingness to be elected as a director. Such notices should be lodged within seven (7) days from the day after (including) the despatch of the notice of the meeting, or such other notice period as may be determined by the Company from time to time, being a period of not less than seven (7) days and commencing no earlier than (including) the day after the despatch of the notice of such meeting and ending no later than (excluding) seven (7) days prior to the date of such meeting.

Shareholders shall provide to the Company the biography and other information relating to the Candidate as set out in Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), at the time of lodging the notices stated above. The shareholder providing the above particulars and the Candidate shall ensure the truth, accuracy and completeness of such information.  The Company may contact the Candidate or the nominating shareholder to request additional information with respect to the nomination.

The Company will, upon receipt of the properly lodged notices referred to above, make disclosure on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the requirement under the Listing Rules.