ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

OF THE COMPANY

(the "General Meeting")

 

 

TO BE HELD ON WEDNESDAY JUNE 11, 2014 AT 5, PLACE WINSTON CHURCHILL, L-2014 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG

AT 10:00 A.M. CET

 

PROXY

 

The undersigned _____________________, a company organised and existing under the laws of ________________________, having its registered office at ________________________,

 

being a holder of ______________________ shares of O'Key Group S.A., a public limited company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 23, rue Beaumont, L-1219 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 80.533 (the "Company"),

 

hereby appoints

 

___________________________ (the "Proxyholder"),

 

with full power to act alone, and with full power of substitution:

 

-          to appear in the name of, and represent the undersigned at the General Meeting to vote on the following agenda with any such amendments or changes as the Proxyholder may deem appropriate as well as on such other items as may be brought before such meeting, in accordance with the voting instructions stated below, in connection with the exercise of certain options, and to waive any right to any convening notice or formality (to the extent necessary):

 

Agenda of the General Meeting

 

1.   To receive the statutory and the consolidated financial statements of the Company for the financial year ended December 31, 2013.

 

2.   To receive the reports of the board of directors of the Company on the statutory and the consolidated financial statements of the Company for the accounting year ended December 31, 2013.

 

3.   To receive the reports of the approved statutory auditor of the Company on the statutory and the consolidated financial statements of the Company for the accounting year ended December 31, 2013.

 

4.   To approve the statutory financial statements of the Company for the financial year ended December 31, 2013.

 

5.   To approve the consolidated financial statements of the Company for the financial year ended December 31, 2013.

 

6.   To approve the results of the Company for the financial year ended December 31, 2013.

 

7.   To approve the compensation of the directors and officers of the Company for the financial year ended December 31, 2014 in an aggregate amount of up to USD 300,000 and to delegate to the board of directors of the Company the power to determine each director's and officer's compensation.

 

8.   To discharge the Directors for the financial year ended December 31, 2013.

 

9.   To reappoint KPMG Luxembourg as approved statutory auditor of the Company, to hold office until the conclusion of the annual general meeting expected to be held in 2015.

 

10. To authorise the directors of the Company to determine the remuneration of the approved statutory auditors.

 

Voting instructions:

 

Resolutions	Item 4	Item 5	Item 6	Item 7	Item 8	Item 9	Item 10
For
Against
Abstention

 

If amendments or new items were to be presented, the undersigned irrevocably gives power to the Proxyholder, to vote in his name and as he or she deems fit, unless the undersigned ticks the box below:

 

"I abstain"                   

 

-          in general to do anything which is necessary or useful in the accomplishment of the above proxy and to accept any amendment to the above agenda or the items therein as the Proxyholder deems appropriate, so long as such amendment complies with the above voting instructions.

 

The undersigned further hereby expressly agrees to fully indemnify each Proxyholder, and shall keep each Proxyholder fully indemnified, against any costs, claims, expenses, losses, liabilities and damages suffered by such Proxyholder in connection with the powers granted to him/her in the present proxy or in the exercise of any of the powers conferred, or purported to be conferred, on him/her by this proxy. The undersigned further hereby expressly confirms that the undersigned agrees to ratify and confirm all documents, deeds, acts and things which any of the Proxyholders execute, do, or purport to do in the exercise of any of the powers conferred, or purported to be conferred, by the present proxy.

 

The present proxy shall be valid until June 12, 2014.

 

Dated  _______________________  2014.

 

 

Signed_______________________

Name: 

Title: