Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 15, 2013

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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 20 MAY 2013 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 2:45 p.m. or immediately after the conclusion of the annual general meeting which is to be held on the same day and at the same place at 2:30 p.m. whichever is later on 20 May 2013, Monday 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.

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR4 AGAINST4(a) the market customary indemnities (the “ Indemnity ”) granted by the Company pursuant to Clause 5 of thesubscription agreement (the “ Subscription Agreement ”) dated 11 January 2013 entered into by and among theCompany, The Hongkong and Shanghai Banking Corporation Limited, UBS AG, Hong Kong Branch, MorganStanley & Co. International plc (“ Morgan Stanley ”) and ICBC International Securities Limited, in favour of andfor the benefi t of Morgan Stanley, and any of its affi liates or any offi cer, director, employee or agent or any suchaffi liate or any person (if any) by whom any of them is controlled (the “ Indemnifi ed Persons ”), in relation to theissue of US$700 million subordinated perpetual capital securities whereby the Company will indemnify and holdharmless each Indemnifi ed Person, from and against any loss, liability, cost, claim, damages expense (includingbut not limited to legal costs and expenses properly incurred) or demand, which arises out of, in relation to orin connection with, among others, (i) any breach or alleged breach by the Company of any of the undertakingsand agreements under the Subscription Agreement, (ii) any inaccurate or alleged inaccurate representation orwarranty made by the Company under the Subscription Agreement, (iii) any untrue statement or alleged untruestatement contained in the documents set out under the Subscription Agreement, (iv) any omission or allegedomission to state in the document set out under the Subscription Agreement a material fact necessary to makethe statements therein, in the light of the circumstances under which they were made, not misleading, or (v)whatsoever as set out in the Subscription Agreement be and are hereby authorised, approved, confi rmed andratifi ed;(b) that the Indemnity granted to Morgan Stanley is on normal commercial terms that are fair and reasonable so faras the Independent Shareholders are concerned and the provision of which is in the interests of the Company andshareholders of the Company as a whole; and(c) the directors of the Company (the “ Directors ” and each a “ Director ”) and the secretary of the Company(“ Company Secretary ”) be, and such other persons as are authorised by any of them be, and each herebyis, authorised, in the name and on behalf of the Company, to do such further acts and things as any Directoror the Company Secretary or such other person shall deem necessary or appropriate in connection with, theforegoing resolutions, including to do and perform, in the name and on behalf of the Company, all such actsand to make, execute, deliver, issue or fi le with any person including any governmental authority or agency,all such agreements, documents, instruments, certifi cates, consents and waivers, and all amendments to anysuch agreements, documents, instruments or certifi cates, the authority for the taking of any such action and theexecution and delivery of such of the foregoing to be conclusively evidenced by the performance thereby.Date: Signature5:----- End of picture text -----

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 of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “FOR”. If you wish to vote against a resolution, 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 thereof, must be lodged 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 48 hours before the time appointed for holding of 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 shares as if he/she was solely entitled thereto, but if more than one of such joint registered 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 in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a shareholder 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 at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.