AIA Group Limited — AGM Information 2013

Mar 25, 2013

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AIA Group Limited 友邦保險控股有限公司 (Incorporated in Hong Kong with limited liability) Stock Code: 1299

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting of the Company to be held on Friday, 10 May 2013 and at any adjournment thereof

I/We[(Note][1)] , of being the registered holder of[(Note][2)] shares of US$1.00 each in the capital of AIA Group Limited (the “Company”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or (name) of (address) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 11:00 a.m. on Friday, 10 May 2013 at Grand Ballroom, 2/F, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong (“2013 AGM”) and at any adjournment thereof in respect of the resolutions set out in the Notice of the 2013 AGM as indicated below, and of no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS		FOR (Note 4)AGAINST (Note 4)
		1To receive the audited consolidated financial statements of the Company, the Report of the Directors and the
		Independent Auditor’s Report for the year ended 30 November 2012
		2To declare a final dividend of 24.67 Hong Kong cents per share for the year ended 30 November 2012
		3To re-elect Mr. Barry Chun-Yuen Cheung as Independent Non-executive Director of the Company
		4To re-elect Mr. George Yong-Boon Yeo as Independent Non-executive Director of the Company
		5To re-elect Dr. Narongchai Akrasanee as Independent Non-executive Director of the Company
		6To re-elect Dr. Qin Xiao as Independent Non-executive Director of the Company
		7To re-elect Mr. Mark Edward Tucker as Executive Director	of the Company
		8To re-appoint PricewaterhouseCoopers as auditor of the Company for the term from passing of this resolution
		until the conclusion of the next annual general meeting and to	authorise the board of directors of the Company
		to fix its remuneration
		9(A)To grant a general mandate to the Directors to allot, issue, grant and deal with additional shares of the
		Company, not exceeding 10 per cent of the issued share capital of the Company at the date of this Resolution,and the discount for any shares to be issued shall not exceed 10 per cent to the Benchmarked Price (Note 5)
		9(B)To grant a general mandate to the Directors to repurchase shares of the Company, not exceeding 10 per of the issued share capital of the Company at the date of this Resolution (Note 5)		cent
		9(C)To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Companyunder the restricted share unit scheme adopted by the Company on 28 September 2010 (as amended) (Note 5)
		SPECIAL RESOLUTION
		10To approve the amendments to the Articles of Association of the Company (Note 5)
	Signature:(Note 6)Date:
	Notes:
	1	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
	2	Please insert the number of shares registered in the name of the holder and to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the
		name of the holder appearing in this proxy form.
	3	If any proxy other than the chairman of the meeting is preferred, strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the full name and address of the proxy desired in the space
		provided. A member entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote		on his/her behalf. ANY ALTERATION MADE TO THIS PROXY
		FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
	4	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (�) IN	THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION,
		TICK (�) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box in respect of a resolution		will entitle your proxy to cast your vote in respect of that resolution
		at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice
		convening the meeting.
	5	The full text of Resolutions 9(A) to 9(C) and 10 are set out in the Notice of the	2013 AGM.
	6	This proxy form must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or agent duly authorised
		in writing.
	7	In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar
		of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding
		the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person at the meeting or any adjourned meeting should he/she
		so wishes.
	8	Submission of this proxy form shall not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish, and the appointment of the proxy will be revoked
		if you vote in person at the meeting.
	9	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 were solely entitled thereto; but
		if more than one of such joint holders are present at the meeting personally or by	proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares
		shall alone be entitled to vote in respect thereof.
	10	Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the Notice of the 2013 AGM will be decided by poll at
		the meeting.