First Pacific Company Limited — Proxy Solicitation & Information Statement 2006

Jul 17, 2006

FORM OF PROXY

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$0.20 each in the capital

of SUN HUNG KAI & CO. LIMITED (the “Company”), HEREBY APPOINT (Note 3)

of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Plaza V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 1st August, 2006 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the resolution (with or without modifications) as set out in the notice convening the Meeting (the “Notice”) and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolution as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

FOR (Note 4) AGAINST (Note 4) To pass the Ordinary Resolution as set out in the Notice Signature (Note 5) Dated this day of 2006

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of shares of HK0.20 each 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 the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

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 executed either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint registered holders, any one of such holders may attend and vote at the Meeting either personally or by proxy, but if more than one of such joint registered holders be 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 the joint holding shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s share registrars, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

10. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .