AIA Group Limited — Proxy Solicitation & Information Statement 2012

Mar 23, 2012

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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 Tuesday, 8 May 2012 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 (“AGM”) of the Company to be held at 11:00 a.m. on Tuesday, 8 May 2012 at The Grand Ballroom, Kowloon Shangri-La, Hong Kong, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong and at any adjournment thereof in respect of the resolutions set out in the Notice of AGM as indicated below, and of no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1To receive and consider 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 2011
2To declare a final dividend of 22 Hong Kong cents per share for the year ended 30
November 2011
3To re-elect Mr. Jack Chak-Kwong So as Non-executive Director of the Company4To re-elect Sir Chung-Kong Chow as Independent Non-executive Director of the
Company
5To re-elect Mr. John Barrie Harrison as Independent Non-executive Director of the
Company
6To 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 their remuneration
7(A)To grant a general mandate to the Directors to allot, issue, grant and deal with additional
shares of the Company, not exceeding ten per cent (10%) 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 15% to the benchmarked price (Note 5)
7(B)To grant a general mandate to the Directors to repurchase shares of the Company, not
exceeding ten per cent (10%) of the issued share		capital of the Company at the date of
this Resolution (Note 5)
7(C)Conditional on the passing of Resolutions 7(A) and 7(B), to authorise the Directors to
exercise the powers to allot, issue, grant and deal with additional shares of the Company
under Resolution 7(A), subject to a discount not exceeding 15% to the benchmarked
price in respect of the aggregate nominal amount of the shares repurchased by the
Company (Note 5)
7(D)To grant a general mandate to the Directors to allot, issue and deal with additional shares
of the Company under the restricted share unit scheme adopted by the Company on 28
September 2010 (Note 5)
SPECIAL RESOLUTION8To 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 3 Iftheanyholderproxyappearingother thanin thethischairmanproxy form.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 7(A) to 7(D) and 8 are set out in the Notice of 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 AGM will be decided by poll at the meeting.