Media Asia : Form of Proxy for the Annual General Meeting

Media Asia Group Holdings Limited

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8075)

Form of Proxy for the Annual General Meeting of Media Asia Group Holdings Limited (the "Company") to be held at Kellett Rooms II and III, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 21 December 2018 at 9:15 a.m. (the "AGM")

Number of Shares to which this Form of Proxy relates (Note 1)

I/We (Note 2),

of

,being the registered holder(s) of ordinary shares of HK$0.01 each in the capital of the Company (the "Shares") HEREBY APPOINT (Note 3) the chairman of the meeting or

of

to act as my/our proxy, to attend and act for me/us (Note 4) at the AGM and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions to be put to the AGM and its adjournments as described in the notice of the AGM to shareholders of the Company dated 31 October 2018 as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)
1.	To consider and adopt the audited financial statements and the reports of the directors and the independent auditor of the Company for the year ended 31 July 2018
2.	(a)To re-elect Mr. Lui Siu Tsuen, Richard as an executive director of the Company (the "Director")
	(b)To re-elect Mr. Yip Chai Tuck as an executive Director
	(c)To re-elect Mr. Ng Chi Ho, Dennis as an independent non-executive Director
	(d)To authorise the board of Directors of the Company (the "Board") to fix the Directors' remuneration
3.	To re-appoint Ernst & Young, Certified Public Accountants as the independent auditor of the Company for the ensuing year and to authorise the Board to fix their remuneration
4.	To grant a general mandate to the Directors to allot, issue and deal with additional Shares, not exceeding 20% of the number of the issued Shares at the date of passing this resolution
5.	To grant a general mandate to the Directors to repurchase the Shares not exceeding 10% of the number of the issued Shares at the date of passing this resolution
6.	To extend the general mandate granted to the Directors to allot, issue and deal with additional Shares under Resolution No. 4 by the addition of the number of the Shares to be repurchased by the Company pursuant to Resolution No. 5

Signature(s) (Note 6)

Date

Notes:

• 1. Please insert the number of the Shares. If no number is inserted or the number inserted exceeds the total number of the Shares registered in your name(s), this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• 2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

• 3. This form of proxy appoints the chairman of the AGM as your proxy. If you wish to appoint a proxy other than the chairman of the AGM, you must delete the words "the chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the member of the Company who signs it. If no amendment is made, the chairman of the AGM shall be deemed to have been appointed as your proxy. A member of the Company entitled to attend and vote at the AGM convened by the above-mentioned notice is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a member of the Company but must attend the AGM in person to represent you.

• 4. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. In that event, your form of proxy will be deemed to have been revoked.

• 5. IMPORTANT: If you wish to vote for the resolutions, please put a tick"3" in the appropriate box under "FOR". If you wish to vote against the resolutions, please put a tick in the appropriate box under "AGAINST". Failure to tick either box will entitle your proxy to vote or abstain at his/her discretion in respect of the relevant resolutions. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she may at his/her absolute discretion consider appropriate) that the appointing member may do in respect of any business which might arise at the AGM.

• 6. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under its seal or under the hand of an officer, attorney or other person so authorised.

• 7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjournment in cases where the meeting was originally held within 12 months from such date.

• 8. Where there are joint holders of any Shares, any one of such joint holders may attend and vote at the AGM, either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the AGM or any adjournment thereof, personally or by proxy, that one of such holders so present whose name stands first in the register/ branch register of members of the Company in respect of such Shares will alone be entitled to vote in respect thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's name and address is on a voluntary basis for the purpose of processing your request for the appointment of a proxy and your voting instructions for the AGM (the "Purposes"). Your and your proxy's name and address may be transferred to the agent, contractor, or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's name and address will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong, and in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.