Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 27, 2011

==> 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 19 MAY 2011 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

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 Island Ballroom, Level 5, Island Shangri-La Hong Kong, Two Pacifi c Place, Supreme Court Road, Central, Hong Kong at 2:45 p.m. (or immediately 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.), whichever is earlier on Thursday, 19 May 2011 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.

ORDINARY RESOLUTION	FOR4	AGAINST4
(a)the provision of market customary indemnities (the “Bond Issue Indemnity”) granted by the Company and the subsidiaryguarantors named therein in the subscription agreement (the “Subscription Agreement”) dated 6 April 2011 entered into,among others, the Company, Standard Chartered Bank, Morgan Stanley & Co. International PLC (“Morgan Stanley”), TheHongkong and Shanghai Banking Corporation Limited, Barclays Bank PLC and The Royal Bank of Scotland N.V., HongKong Branch, in relation to the issue of US$500 million 4.0% convertible bonds due 2016 (the “Bonds”) in favour of and forthe benef t of Morgan Stanley, and any of its directors, off cers or employees, aff liates or any United States person (if any)who controls Morgan Stanley for the purposes of Section 15 of the U.S Securities Act 1933, as amended or Section 20 ofthe U.S. Securities Exchange Act of 1934 (the “Indemnif ed Persons”) whereby the Company and the subsidiary guarantorsnamed in the Subscription Agreement will indemnify and hold harmless each Indemnif ed Person from and against anyand all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses properly incurred)caused by any breach or alleged breach of any representation or warranty contained in the Subscription Agreement orwhatsoever as set out in the Subscription Agreement; 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 secretary of the Company (“Company Secretary”) be, and such other personsas are authorised by any of them be, and each hereby is, authorised, in the name and on behalf of the Company, to do suchfurther acts and things as any Director or the Company Secretary or such other person shall deem necessary or appropriatein connection with, or to carry out the actions contemplated by, the foregoing resolution, including to do and perform (orcause 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 oragency, all such agreements, documents, instruments, certif cates, consents and waivers, and all amendments to any suchagreements, documents, instruments or certif cates, and to pay, or cause to be paid, all such payments, as any of them maydeem necessary or advisable to carry out the intent of the foregoing resolution, the authority for the taking of any such actionand the execution and delivery of such of the foregoing to be conclusively evidenced by the performance 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, must be 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 and transfer offi ce in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for holding the Meeting or the adjourned Meeting.

7. In the case of joint registered holders of any Shares, 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 joint 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 revoked.