Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

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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 13 JUNE 2014 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 the 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 Friday, 13 June 2014, 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.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4
(a)(b)(c)(d)	the market customary indemnity (the “USD Notes Indemnity”) granted by the Company pursuant to Section10 of the purchase agreement (the “USD Notes Purchase Agreement”) dated 10 February 2014 entered into byand among the Company, Agricultural Bank of China Limited Hong Kong Branch, ABCI Capital Limited, TheHongkong and Shanghai Banking Corporation Limited, Industrial and Commercial Bank of China (Asia) Limited,ICBC International Capital Limited, ICBC International Securities Limited, J.P. Morgan Securities plc, MorganStanley & Co. International plc (“Morgan Stanley”) and Standard Chartered Bank, and in favour of and for thebenef t of Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the United StatesSecurities Act 1933, as amended (the “Securities Act”) or the United States Exchange Act 1934 (the “ExchangeAct”), or each aff liate of Morgan Stanley within the meaning of the Securities Act and each off cer, director,employee or their aff liates (the “USD Notes Indemnif ed Persons”), in relation to the issue of US$500 million8.375% senior notes due 2019 (the “USD Notes Issue”), whereby the Company will indemnify and hold harmlesseach USD Notes Indemnif ed Person, from and against any and all losses, claims, damages and liabilities (includingbut not limited to any legal costs or other expenses reasonably incurred in connection with defending or investingany such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact containedin the Company’s offering memoranda in connection with the USD Notes Issue, or (ii) any omission or allegedomission to state in the offering memoranda in connection with the USD Notes Issue a material fact necessary tomake the statements therein in the light of the circumstances under which they were made not misleading, except forcertain circumstances be and are hereby authorised, approved, conf rmed and ratif ed;the market customary indemnity (the “RMB Notes Indemnity”, together with the USD Notes Indemnity, the“Indemnities”) granted by the Company pursuant to Section 10 of the purchase agreement (the “RMB NotesPurchase Agreement”) dated 21 February 2014 entered into by and among the Company, The Hongkong andShanghai Banking Corporation Limited, Morgan Stanley and Standard Chartered Bank (Hong Kong) Limited, andin favour of and for the benef t of Morgan Stanley, each person, if any, who controls Morgan Stanley within themeaning of the Securities Act or the Exchange Act, or each aff liate of Morgan Stanley within the meaning of theSecurities Act and each off cer, director, employee or their aff liates (the “RMB Notes Indemnif ed Persons”), inrelation to the issue of RMB2,000,000,000 6.50% senior notes due 2017 (the “RMB Notes Issue”), whereby theCompany will indemnify and hold harmless each RMB Notes Indemnif ed Person, from and against any and alllosses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonablyincurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement oralleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with theRMB Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection withthe RMB Notes Issue a material fact necessary to make the statements therein in the light of the circumstances underwhich they were made not misleading, except for certain circumstances be and are hereby authorised, approved,conf rmed and ratif ed;that the Indemnities 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; andthe directors of the Company (the “Directors” and each a “Director”) and the secretary of the Company (“CompanySecretary”) be, and such other persons as are authorised by any of them be, and each hereby is, authorised, in thename and on behalf of the Company, to do such further acts and things as any Director or the Company Secretaryor such other person shall deem necessary or appropriate in connection with, the foregoing resolutions, includingto do and perform, in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue orf le 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 orcertif cates, the authority for the taking of any such action and the execution and delivery of such of the foregoing tobe conclusively evidenced by the performance thereby.

Date:

Signature5:

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 Level 22, Hopewell Centre, 183 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.