AIA Group Limited — AGM Information 2016

Mar 23, 2016

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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

Number of shares to which this proxy relates[(Note][1)]

Form of proxy for use by shareholders at the Annual General Meeting of the Company to be held on Friday, 6 May 2016 and at any adjournment thereof

I/We[(Note][2)] , of

of	of
being the registered holder of (Note 3)
shares of	AIA Group Limited	(the “Company”), HEREBY APPOINT (Note 4) 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, 6			May 2016
at the Grand	Ballroom, Kowloon Shangri-La, Hong Kong, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong (“2016 AGM”) and at any adjournment thereof
in respect of	the resolutions set out in the	Notice of the 2016 AGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1 To 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 2015
	2 To declare a final dividend of 51.00 Hong Kong cents per share for the year ended 30 November 2015
	3 To re-elect Ms. Swee-Lian Teo as Independent Non-executive Director of the Company
	4 To re-elect Dr. Narongchai Akrasanee as Independent Non-executive Director of the Company
	5 To re-elect Mr. George Yong-Boon Yeo as Independent Non-executive Director of the Company
	6 To re-elect Mr. Mark Edward Tucker as Executive Director of the Company
	7 To 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
	8(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 aggregate number of shares in the Company in issue 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 6)
	8(B) To grant a general mandate to the Directors to repurchase shares of the Company, not exceeding 10 per cent of the aggregate number of shares in the Company in issue at the date of this Resolution (Note 6)
	8(C) t	To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company under he restricted share unit scheme adopted by the Company on 28 September 2010 (as amended) (Note 6)
	Signature: Notes:	(Note 7) Date:

• 1 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. 2 Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

• 3 Please insert the number of shares registered in the name of the holder and to which this proxy form relates.

• 4 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 need not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

• 5 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.

• 6 The full text of Resolutions 8(A) to 8(C) are set out in the Notice of the 2016 AGM.

• 7 This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised in writing.

• 8 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 or authority, 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.

• 9 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.

• 10 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.

• 11 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 2016 AGM will be decided by poll at the meeting.

• 12 For avoidance of doubt, we do not accept any special instruction written on this proxy form. PERSONAL INFORMATION COLLECTION STATEMENT (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”). (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your instructions and/or requests as stated in this form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.