Meinl European Land Limited Form of Proxy - KA1

Meinl European Land Limited
(Registered Number 70371)
Form of Proxy
For use by Certificate Holders only.
This form is only valid if all applicable sections are completed in full and the form is signed by you, the certificate holder (“you”), your account holding
bank and Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). You will not be permitted to attend the Extraordinary General Meeting (as
defined below) unless your completed proxy form has been (a) signed by you and submitted for signature to your account holding bank by 10:00 a.m.
(Jersey time) on 8 July 2008, (b) signed by your account holding bank, (c) submitted by facsimile transmission to, and received by, OeKB (at fax no.
+43 1 53127 4475), bearing the signatures described in the foregoing (a) and (b), by 10:00 a.m. (Jersey time) on 10 July 2008 and (d) received by
Meinl European Land Limited (the “Company”) from OeKB by 10.00 a.m. (Jersey time) on 14 July 2008.
GENERAL INFORMATION
Please complete the following in BLOCK CAPITALS:
Mr, Mrs, Ms or Title................ Forenames (in full) ....................................................................................................................................................................
Surname ........................................................................................................................................................................................................................................
Company.......................................................................................................................................................................................................................................
Address (in full)............................................................................................................................................................................................................................
......................................................................................................................................................................................................................................................
City............................................................................. Country.............................................................................. Post code ...................................................
(2) Jointholder ................................................................................................... (3) Jointholder .................................................................................................
(3) Jointholder ................................................................................................... (4) Jointholder .................................................................................................
■ I/We plan to attend the Extraordinary General Meeting.
■ I/We do not plan to attend the Extraordinary General Meeting.
In the case of a corporation, this form must be signed under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating
their capacity (e.g. director, secretary).
Number of Certificates held/to be blocked from trading:......................................................................................................................................................
Signature† ........................................................................................................ Date .........................................................................................................2008
If you would like a copy of your authorised proxy form to be returned to you by fax or e-mail rather than post, please enter the details here:
Fax / e-mail:..................................................................................................................................................................................................................................
PROXY INFORMATION
Please complete the following if you do NOT plan to attend the Extraordinary General Meeting. If (a) you do NOT plan to attend the Extraordinary General
Meeting or (b) you failed to indicate above whether you plan to attend the Extraordinary General Meeting, and in either case you do not fill in the name of a
person below, the Chairperson of the meeting will be appointed as your proxy.
I/We, the certificate holder/holders of Meinl European Land Limited (the “Company”) indicated above, hereby appoint the following person:
......................................................................................................................................................................................................................................................
or, failing him/her, the Chairperson of the meeting to act as my/our proxy and, on a poll, to vote in my/our name(s) and on my/our behalf at the
Extraordinary General Meeting of the Company to be held at 10.00 a.m. (Jersey time) on 16 July 2008 (the “Extraordinary General Meeting”) and at any
adjournment thereof.
I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form with an “X” as follows.
For Against Vote
Withheld
1. To change the name of the Company, to adopt the Amended Articles, to convert the shares of the
Company to no par value shares, to adopt the Interim Memorandum, to convert the shares of the company
to par value shares and adopt the New Memorandum and Articles, and to increase the authorised share
capital of the Company
2. To approve the repurchase of 150,000,000 ordinary shares of the Company of €5.00 each in the capital
of the Company that are partly paid up as to €0.01 each and to approve the Tshela Repurchase Agreement
3. To approve the repurchase of the shares of the Company represented by the 88,815,000 Certificates
currently held for the benefit of the Company by Somal and to approve the Somal Repurchase
Agreement
4. To approve the transaction contemplated by the Master Transaction Agreement and described in the
Circular
EGM
If you wish to abstain from voting on any resolution on which a poll is taken please insert an “X” in the box marked “Vote Withheld”. It should be noted
that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes “For” or “Against” a resolution.
Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting (including, but not limited to, on
a motion to amend a resolution, to propose a new resolution or to adjourn the meeting).
FOR USE OF ACCOUNT HOLDING BANK ONLY †
5. To appoint Chaim Katzman, Michael Bar Haim, Joseph Azrack, Shanti Sen, Peter Linneman, Thomas
William Wernink and Rachel Lavine as directors of the Company, to accept the resignations of each of
Georg Kucian, Heinrich Schwägler and Karel Römer (together the “Retiring Directors”) as directors of
the Company and to approve the terms of resignation and continued indemnification by the Company of
the Retiring Directors
We hereby confirm that
............................................................................................................................................................................................................................... Certificates
(please insert as number and words)
standing to the credit of the account of the above named certificate holder have been blocked and will remain blocked until the conclusion of the
Extraordinary General Meeting.
We further confirm the accuracy of the holder’s name, address and number of certificates held.
Bank: ................................................................................................................................................................................................................
Address: ................................................................................................................................................................................................................
Authorised person: ................................................................................................................................................................................................................
Signature: ........................................................................................................................................... Date:..................................................2008
FOR USE OF OeKB ONLY † Reference no. _____________________________
We hereby authorise the above named certificate holder or his/her proxy to vote a number of shares at the Extraordinary General Meeting equal to the
number of certificates as indicated and confirmed above by the account holding bank to be blocked until the conclusion of the Extraordinary General
Meeting. In giving such authorisation we are relying on the correctness of the information provided by the certificate holder and account holding bank.
Oesterreichische Kontrollbank Aktiengesellschaft
Authorised persons: ................................................................................................................................................................................................................
Signatures:................................................................................................................. Date:........................................................................... 2008
† mandatory section; proxy valid only when this section is completed and signed.
You will not be permitted to attend the Extraordinary General Meeting unless your completed proxy form has been signed by you, the account
holding bank and OeKB.

Notes:
1. Please insert the full name(s) and address(es) of the first or sole holder in BLOCK CAPITALS. In the case of joint holders, the names of all the joint
holders should be stated on this Form of Proxy.
2. If you do NOT plan to attend the Extraordinary General Meeting and you wish to appoint as a proxy a person other than the Chairperson of the meeting,
please insert the name of the proxy preferred in the space provided. The person to whom this proxy is given need not be a shareholder or certificate
holder of the Company but must attend the meeting in person to represent you. If (a) you do NOT plan to attend the Extraordinary General Meeting or
(b) you failed to indicate above whether you plan to attend the Extraordinary General Meeting and in either case no name is entered, the return of this
Form of Proxy duly signed will authorise the Chairman of the meeting to act as your proxy.
3. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide
to do so.
4. If you do NOT plan to attend the Extraordinary General Meeting and you wish your proxy to cast all of your votes for or against a resolution, you should
insert an “X” in the appropriate box. If you do NOT plan to attend the Extraordinary General Meeting and you wish your proxy to cast only certain votes
for and certain votes against, insert the relevant number of certificates in the appropriate box. In the absence of instructions, your proxy may vote or
abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or
she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting) which may
properly come before the meeting. If instruction is given to abstain from voting in respect of any resolution, this instruction will be deemed to be neither
a vote for or against the resolution.
5. Any alteration made to this Form of Proxy should be initialed by the person who signs it.
6. In the case of joint holders of any certificate, such persons shall not have the right of voting individually in respect of such certificate but shall elect on
their number to represent them and to vote whether in person or by proxy in their name. In default of such election, the person whose name appears first
in order on the this form above in respect of such certificate shall be the only person entitled to vote in respect thereof.
7. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified
notarially) must be (a) signed by you and submitted for signature to your account holding bank by 10:00 a.m. (Jersey time) on 8 July 2008, (b) signed
by your account holding bank, (c) submitted by facsimile transmission to, and received by, OeKB (at fax no. +43 1 53127 4475), bearing the
signatures described in the foregoing (a) and (b), by 10:00 a.m. (Jersey time) on 10 July 2008 and (d) received by the Company from OeKB by
10.00 a.m. (Jersey time) on 14 July 2008.
8. When you have completed this form, sign it and take it to your account holding bank by the deadline specified in note 7 above. Instruct your account
holding bank to sign it and forward it to OeKB without delay.
9. A copy of your authorised proxy form will be returned to you by post unless you have requested that it be returned by fax or e-mail.
imprima C98675