Henderson Investment Limited — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

HENDERSON INVESTMENT LIMITED

恒基兆業發展有限公司

Incorporated in Hong Kong with limited liability

(Stock Code: 97)

Proxy Form

Proxy Form for the Annual General Meeting to be held on 2 June 2026 at 11:00 a.m.

I/We (note 1) ____________

of ____________

being the holder(s) of (note 2) ____________ Shares of the abovenamed Company

hereby appoint (note 3) the Chairman of the Meeting or ____________

of ____________

or failing him/her ____________

of ____________

to act as my/our proxy at the Annual General Meeting of the Company to be held at Cloud 39, 39th Floor, The Henderson, 2 Murray Road, Central, Hong Kong on 2 June 2026 at 11:00 a.m. and at any adjournment or postponement thereof and to vote on my/our behalf as directed below.

Please indicate with a “√” in the spaces provided how you wish your vote(s) to be cast on a poll. Should this form be returned duly signed, but without a specific direction, the proxy will vote or abstain at his/her discretion.

ORDINARY RESOLUTIONS			FOR	AGAINST
1	To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2025.
2	(i)	To re-elect Dr Lee Ka Shing as director.
	(ii)	To re-elect Dr Lee Ka Kit as director.
3	To re-appoint Auditor and authorise the Directors to fix the Auditor's remuneration.
4	To approve the Ordinary Resolutions in item no. 4 of the Notice of Annual General Meeting
	(A)	To give a general mandate to the Directors to buy back Shares.
	(B)	To give a general mandate to the Directors to allot new Shares.
	(C)	To authorise the Directors to allot new Shares equal to the total number of Shares bought back by the Company.
SPECIAL RESOLUTION
5	To approve the Special Resolution in item no. 5 of the Notice of Annual General Meeting to adopt the new Articles of Association of the Company.

Date: _______ 2026

Signature: ____________

In the presence of

Witness: ____________

NOTES:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of Shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all the Shares of the Company registered in your name(s).
3. If you wish to appoint a person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of the proxy in the space provided.
4. If this proxy form is returned duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
5. A proxy need not be a member of the Company.
6. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share 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 of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
7. In the case of a corporation this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.
8. To be valid this proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company's share registrar, Tricor Investor Services Limited (the "Company's Registrar") at U1F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the Meeting (i.e. at or before 11:00 a.m., 30 May 2026) or any adjournment or postponement thereof or, in the case of poll taken more than 48 hours after it was demanded, not less than 24 hours (excluding any part of a day that is a public holiday) before the time appointed for the taking of the poll. Completion and return of the proxy form will not preclude you from attending and voting in person at the Meeting if you so wish, and in such event, this proxy form will be deemed to have been revoked.
9. Any alterations made in this proxy form should be initialled by person(s) who sign(s) the form.
10. The Notice of Annual General Meeting is set out in the circular of the Company dated 25 April 2026.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) The supply of your Personal Data and that of your proxy to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and voting instructions for the proposed resolutions.
(iii) Your Personal Data and that of your proxy may be disclosed or transferred by the Company to its holding/subsidiary companies, the Company's Registrar, and/or other companies or bodies for any of the stated purposes, and will be retained for such period as may be necessary for verification and record purposes.
(iv) By providing your proxy's Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.
(v) You and your appointed proxy have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing and sent to the Personal Data Privacy Officer of the Company's Registrar by post or by email to henderson97-tcom@vistra.com.
(vi) Please refer to the Privacy Policy and Personal Information Collection Statement of the Company which is available on the website of the Company (www.hilhk.com) for further details.