Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2010

May 13, 2010

==> picture [71 x 67] intentionally omitted <==

Agile Property Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3383)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 3 JUNE 2010 AND ANY ADJOURNMENT THEREOF

I/We1 of being the registered holder(s) of 2 shares (“ Shares ”) of HK$0.10 each in the capital of Agile Property Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the meeting, or3

of or failing him/her of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 4:00 p.m. (or after the conclusion of the annual general meeting which is to be convened on the same day and at the same place at 2:30 p.m.) on 3 June 2010, Thursday and at any adjournment thereof (the “ Meeting ”) for the purposes of considering and, if thought fi t, to pass the resolution as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of the resolution as indicated hereunder, and, if no such indication is given, as my/our proxy thinks fi t. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fi t.

vote	on any matter properly put to the Meeting in such manner as he/she thinks f t.
	ORDINARY RESOLUTION	FOR	4	AGAINST	4
(a)	the provision of the (i) market customary indemnities (the “2010 Notes Indemnity”) granted by the Company and the
	subsidiary guarantors named therein in the purchase agreement (the “Purchase Agreement”) dated 21 April 2010 entered
	into, among others, the Company, Merrill Lynch International, Morgan Stanley & Co. International plc (“Morgan
	Stanley”), Deutsche Bank AG, Singapore Branch and Standard Chartered Bank, in relation to the issue of the 8.875% senior
	notes due 2017 in the aggregate principal amount of US$650,000,000 (the “2010 Notes”) in favour of and for the benef t
	of Morgan Stanley, or any of its aff liates and their respective off cers, directors, employees and agents (the “Indemnif ed
	Persons”) whereby the Company and the subsidiary guarantors named therein in the Purchase Agreement will indemnify
	and hold harmless each of the Indemnif ed Persons, from and against any and all losses, claims, damages and liabilities
	(including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating
	any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the
	documents set out under the Purchase Agreement or whatsoever as set out in the Purchase Agreement; and (ii) market
	customary indemnities (the “Consent Solicitation Indemnity”) granted by the Company and the subsidiary guarantors
	named therein in the solicitation agent agreement (the “Solicitation Agent Agreement”) dated 22 April 2010 entered into,
	among others, the Company, Morgan Stanley and the subsidiary guarantors named therein in relation to the solicitation
	of consents from the holders of the 10% senior notes due 2016 in the aggregate principal amount of US$300,000,000 to
	certain amendments to the indenture dated November 12, 2009 as amended among the Company, the subsidiary guarantors
	signatory thereto, and HSBC Bank USA, National Association, as trustee, in favour of and for the benef t of each of the
	Indemnif ed Persons, pursuant to which the Company and the subsidiary guarantors named therein in the Solicitation Agent
	Agreement will indemnify, defend and hold harmless each of the Indemnif ed Persons from and against any losses, claims,
	damages, liabilities and expenses or whatsoever as set out in the Solicitation Agent Agreement, and will reimburse each of
	the Indemnif ed Persons for all expenses reasonably incurred (including reasonable fees and expenses of counsel) as they
	are incurred in connection with investigating, preparing, pursuing or defending any losses, claims, damages, liabilities,
	expenses, action, suit, investigation or proceeding (whether or not pending or threatened and whether or not any Indemnif ed
	Persons is a party), under the terms of the Solicitation Agent Agreement, are in the interests of the Company and the
	Shareholders as a whole, and the terms of the 2010 Notes Indemnity and the Consent Solicitation Indemnity are on normal
	commercial terms and are fair and reasonable and that in accordance to Chapter 14A of the Listing Rules of the Stock
	Exchange, the 2010 Notes Indemnity and the Consent Solicitation Indemnity are hereby authorized and approved in all
	respects; and
(b)	in connection with the actions contemplated by the foregoing resolution, each of the directors of the Company (the
	“Directors” and each a “Director”) and the company secretary be, and such other persons as are authorised by any of
	them be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as
	any Director or the company secretary or such other person shall deem necessary or appropriate in connection with, or
	to carry out the actions contemplated by, the foregoing resolution, including to do and perform (or cause to be done and
	performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or f le (or cause to
	be made, executed, delivered or f led) with any person including any governmental authority or agency, all such agreements,
	documents, instruments, certif cates, consents and waivers, and all amendments to any such agreements, documents,
	instruments or certif cates, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or
	advisable to carry out the intent of the foregoing resolution, the authority for the taking of any such action and the execution
	and deliveryof such of the foregoingto be conclusivelyevidenced bytheperformance thereby.”

Date:

5 Signature :

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, please strike out “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 PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, please tick in the box marked “For”. If you wish to vote against a resolution, please tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fi t. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common seal or under the hand of an offi cer or attorney duly authorised to sign the same.

6. In order 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 certifi ed copy of such power or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

7. In the case of joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she was solely entitled thereto; but if more than one of such holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands fi rst on the register of members of such Shares shall alone be entitled to vote in respect thereof.

8. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.