First Pacific Company Limited — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

FIRST PACIFIC COMPANY LIMITED

第一太平有限公司

(Incorporated with limited liability under the laws of Bermuda)

Website: www.firstpacific.com

(Stock Code: 00142)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of First Pacific Company Limited (the "Company") will be held at Pheasant Room, 1st Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 22 May 2026 at 10:00 a.m. (the "2026 AGM") for the following purposes:

1. To receive and adopt the Audited Accounts and the Reports of the Directors and Independent Auditor for the year ended 31 December 2025.

2. To declare a final cash distribution of HK14 cents (U.S.1.79 cents) per ordinary share for the year ended 31 December 2025.

3. To re-appoint Ernst & Young as Independent Auditor of the Company and to authorise the board of directors of the Company (the "Board") or the Audit and Risk Management Committee to fix its remuneration.

4. As ordinary business, to consider and, if thought fit, pass each of the following resolutions as a separate Ordinary Resolution of the Company:

(i) THAT Mr. Benny S. Santoso be and is hereby re-elected as a Non-executive Director of the Company for a fixed term of approximately three years, commencing on the date of the 2026 AGM and expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his re-election (being 2029) (the "Fixed 3-year Term");

(ii) THAT Mr. Axton Salim be and is hereby re-elected as a Non-executive Director of the Company for the Fixed 3-year Term;

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(iii) THAT Mr. Blair Chilton Pickerell be and is hereby re-elected as an Independent Non-executive Director of the Company for the Fixed 3-year Term; and

(iv) THAT Mr. Christopher H. Young be and is hereby re-elected as an Executive Director of the Company for a fixed term of approximately one year, commencing on the date of the 2026 AGM and expiring at the conclusion of the annual general meeting of the Company to be held in the year following the year of his re-election (being 2027).

1. To authorise the Board or the Remuneration Committee to fix the remuneration of the Executive Directors pursuant to the Company's Bye-laws, and to fix the remuneration of the Non-executive Directors (including the Independent Non-executive Directors) at the sum of US$7,000 (equivalent to approximately HK$54,600) for each meeting of the Board and each general meeting of Shareholders (which he or she shall attend in person or by telephone or video conference call); and the sum of US$6,000 (equivalent to approximately HK$46,800) for each meeting of the Board committees (which he or she shall attend in person or by telephone or video conference call).

2. As special business, to consider and, if thought fit, pass with or without modifications the following as an Ordinary Resolution of the Company:

“THAT the Board be and is hereby authorised to appoint additional Directors as an addition to the Board, but so that the maximum number of Directors so appointed by the Board shall not in any case exceed the maximum number of Directors specified in the Company’s Bye-laws from time to time, and any person so appointed shall remain as a Director only until the next following annual general meeting of the Company and then shall be eligible for re-election at that meeting.”

1. As special business, to consider and, if thought fit, pass with or without modifications the following as an Ordinary Resolution of the Company:

“THAT:

(a) subject to paragraphs (c) and (d) below, a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) (including any sale or transfer of treasury shares, which shall have the meaning ascribed to it by the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)); to make or grant offers, agreements, options or warrants which would or might require the exercise of such power and to grant rights to subscribe for, or to convert any security into, Shares in the Company;

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(b) the mandate in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options or warrants which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue, or (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares of the Company, or (iii) the exercise of options granted under any share option scheme adopted by the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend/distribution on Shares of the Company in accordance with the Bye-laws of the Company, shall not exceed 10% of the total number of Shares of the Company in issue (excluding treasury shares, if any) as at the date of this resolution, and the said mandate shall be limited accordingly;

(d) any Shares of the Company to be allotted and issued (whether wholly or partly for cash or otherwise) pursuant to the mandate in paragraph (a) of this resolution shall not be at a discount of more than 10% to the Benchmarked Price of such Shares of the Company; and

(e) for the purposes of this resolution:

"Benchmarked Price" means the price which is the higher of:

(i) the closing price of the Shares of the Company as quoted on the Stock Exchange on the date of the agreement involving the proposed issue of Shares of the Company under the general mandate; and

(ii) the average closing price as quoted on the Stock Exchange of the Shares of the Company in the 5 trading days immediately prior to the earlier of:

(A) the date of announcement of the transaction or arrangement involving the relevant proposed issue of Shares of the Company;

(B) the date of the agreement involving the relevant proposed issue of Shares of the Company; or

(C) the date on which the price of the Shares of the Company that are proposed to be issued is fixed.

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“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required either by law or by the Company’s Bye-laws to be held; and

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of Shares on the Register of Members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

1. As special business, to consider and, if thought fit, pass with or without modifications the following as an Ordinary Resolution of the Company:

“THAT:

(a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to repurchase issued Shares in the capital of the Company on the Stock Exchange, or any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange and, if permitted under the Listing Rules, to determine whether such Shares of the Company repurchased shall be held as treasury shares by the Company or otherwise be cancelled subject to and in accordance with all applicable laws, including the Hong Kong Code on Share Buy-backs and the Listing Rules, be and is hereby approved generally and unconditionally;

(b) the aggregate number of Shares which may be repurchased or agreed conditionally or unconditionally to be repurchased by the Directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares of the Company in issue (excluding treasury shares, if any) as at the date of this resolution, and the said mandate shall be limited accordingly; and

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(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required either by law or by the Company’s Bye-laws to be held; and

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Shareholders in general meeting.”

1. To transact any other ordinary business of the Company.

By Order of the Board
First Pacific Company Limited
Chiu Wing Man, Fiona
General Counsel and Company Secretary

Hong Kong, 29 April 2026

Principal Office:
24th Floor
Two Exchange Square
8 Connaught Place
Central, Hong Kong

Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Explanatory Notes to the Notice of the 2026 AGM (the “Notice”):

1. Every member entitled to attend and vote at the 2026 AGM is entitled to appoint one or more proxies to attend, speak and vote in his/her stead at the 2026 AGM (or at any adjournment thereof). A proxy need not be a member of the Company.

2. A form of proxy for use at the 2026 AGM is enclosed with the circular dated 29 April 2026 (the “Circular”) which this Notice forms part. The form of proxy can also be downloaded from the websites of the Company (www.firstpacific.com) and of the Stock Exchange (www.hkexnews.hk).

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1. To be valid, the completed and signed form of proxy together with any 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 Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 48 hours before the time appointed for holding the 2026 AGM (i.e. no later than Wednesday, 20 May 2026 at 10:00 a.m.) or any adjournment thereof (as the case may be).

2. For the purpose of determining the identity of Shareholders who are entitled to attend and vote at the 2026 AGM, the Company's Register of Members will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the 2026 AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, 18 May 2026.

3. For the purpose of determining the identity of Shareholders who are entitled to the proposed final distribution (subject to approval by the Shareholders at the 2026 AGM), the Company's Register of Members will be closed from Monday, 1 June 2026 to Thursday, 4 June 2026, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for the proposed final distribution, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 29 May 2026.

4. With respect to agenda item no. 4 in the Notice, the biographical details of each of the retiring Directors who will stand for re-election at the 2026 AGM, as required to be disclosed under Rule 13.51(2) of the Listing Rules, are set out in Appendix I of the Circular to enable Shareholders to make an informed decision on their re-election.

5. With respect to agenda items no. 7 and no. 8 in the Notice, approval is being sought from Shareholders as the existing general mandates to allot and issue Shares and to repurchase Shares will expire at the conclusion of the 2026 AGM.

6. An explanatory statement containing further details regarding agenda item no. 8 in the Notice, relating to the general mandate to repurchase Shares, is set out in Appendix II of the Circular.

7. If a tropical cyclone warning signal no. 8 or above is hoisted, or a black rainstorm warning signal or "extreme conditions" as announced by the Hong Kong Government is/are in force in Hong Kong at 8:00 a.m. or any time after 8:00 a.m. on Friday, 22 May 2026, the 2026 AGM will be adjourned. The Company will publish an announcement on the websites of the Company (www.firstpacific.com) and of the Stock Exchange (www.hkexnews.hk) notifying Shareholders of the date, time and place of the adjourned meeting.

The 2026 AGM will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they will attend the 2026 AGM in person under bad weather conditions bearing in mind their own situations.

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1. Please note that there will be no serving of food nor drinks to the attendees of the 2026 AGM.

2. The English text of the Notice shall prevail over the Chinese text in case of any inconsistency.

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:

Manuel V. Pangilinan, Managing Director and Chief Executive Officer
Christopher H. Young

Non-executive Directors:

Anthoni Salim, Chairman
Benny S. Santoso
Axton Salim

Independent Non-executive Directors:

Prof. Edward K.Y. Chen, GBS, CBE, JP
Margaret Leung Ko May Yee, SBS, JP
Philip Fan Yan Hok
Madeleine Lee Suh Shin
Blair Chilton Pickerell

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