China Mengniu Dairy: PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

CHINA MENGNIU DAIRY COMPANY LIMITED

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I … U.S (note 2)

of

being the registered holder (s) ofordinary shares of HK $ 0.10 each (on

“ Shares ”) in the capital of CHINA MENGNIU DAIRY COMPANY LIMITED (the “ Company ”), APPOINTS THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or (note 3)

ofas my / our proxy to vote and act for

me / us at the Extraordinary General Meeting of the Company (the ” EGM ” ‘) (and any adjournment thereof) to be held at A2-C6 Laijin Creative Industry Park, Chaoyang District, Beijing in 10:00 am on Tuesday, October 12, 2021 in accordance with the resolution (s) listed in the invitation to the EGM as indicated below. Failure to complete the boxes will allow my / our proxyholder to vote or abstain at his / her own discretion.

THIS:

1. the proposed Relevant Plan (including, but not limited to, the issue and subscription of the Convertible Bonds, the Loan Guarantee and the Deed of Guarantee) is and is hereby approved, confirmed and ratified;
2. the Placement Agreement dated January 24, 2021 between the Company and the Placement Agent regarding the placement of Convertible Bonds for a total principal amount of up to the HK $ equivalent of 4,000,000 000 RMB, a copy of the Placement Agreement which has been produced at the EGM marked “B” and signed by the Chairman of the EGM for identification purposes, and the transactions contemplated hereunder are and are hereby approved, confirmed and ratified;
3. the terms and conditions of the Convertible Bonds to be performed by the Company in the context of the issuance by the Company of the Convertible Bonds under the Specific Mandate (a copy of which has been produced at the EGM marked “C” and signed by the chairman EGM for identification purposes), subject to completion, which are convertible at an initial conversion price of HK $ 34.73 per share (subject to adjustments) to be and is hereby approved;
4. the granting of the Specific Mandate to the Directors to issue the Convertible Bond subject to the completion of the Placement and to issue and allot the Conversion Shares to the Bond Issuer either and is hereby approved, confirmed and ratified. The Specific Mandate is in addition to, and will not prejudice or revoke any general or specific mandate which has / have been granted or may be granted from time to time to the Directors by the Shareholders prior to the adoption of this resolution;
5. any other document entered into and / or to be entered into in connection with the relevant program and convertible bonds, including, but not limited to (i) the credit agreement, (ii) the deed of guarantee, (iii) the loan guarantee, (iv) the trust deed and (v) the agency contract, a copy of which was produced to the EGM bearing the mentions ” D ”, ” E ”, ” F ”, ” G ” and ” H ”, respectively, and signed by the Chairman of the EGM for identification purposes, and the Transactions contemplated hereunder are and are hereby approved. , confirmed and ratified;
6. each of the Directors and the Secretary of the Company is and is hereby authorized to do all such acts and things and to sign, ratify or execute (with or without affixing a seal) all such documents and to take all measures as such Director and / or the Company The Secretary, in its discretion, may deem necessary, appropriate, desirable and expedient to carry out, give effect to or in connection with the Transactions; and
7. all actions taken heretofore by a director, officer, secretary of the company and / or registrars of shares of the company, in relation to previous resolutions, will be and are hereby ratified, confirmed and approved at all respects.

Remarks:

1. Please insert the number of Company shares registered in your name (s) to which this form of proxy relates. If you fail to complete the above number of shares, this form of proxy will be deemed to relate to all of the Company’s shares registered in your name (s).
2. Full name (s) and address (es) must be entered in CAPITAL LETTERS. The names of all co-owners must be indicated.
3. If a proxy other than the president is preferred, delete “THE PRESIDENT OF THE EXTRAORDINARY GENERAL MEETING or” inserted herein and insert the name and address of the desired proxy in the space provided. A shareholder has the right to appoint one or more proxies to attend and vote at the EGM. The agent or agents do not need to be a member of the Company. ANY CHANGES TO THIS FORM OF PROXY MUST BE INITIAL BY THE PERSON SIGNING IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, CHECK (✓) IN THE APPROPRIATE BOX UNDER THE BOX MARKED ” FOR ”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, CHECK (✓) IN THE RELEVANT BOX UNDER THE BOX MARKED “AGAINST”. Failure to complete one or all of the boxes will give your proxy the right to vote or abstain at their discretion.
5. This form of proxy must be signed by you or your duly authorized attorney in writing or, in the case of a corporation, must be either under its common seal or in the hand of an officer or duly authorized attorney.
6. In the case of joint holders, the vote of the oldest member who submits a vote, in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder (s), and for this purpose the seniority will be determined by the the order in which the names appear in the register of members of the Society.
7. To be valid, this form of proxy, together with the proxy (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the start of the EGM or any adjournment thereof (as applicable).
8. Completing and submitting this form of proxy will not prevent you from attending and voting at the EGM or any adjournment thereof in person if you wish.

• For identification purposes only