Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2007

Mar 28, 2007

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(Incorporated in Hong Kong with limited liability) (Stock Code: 388)

PROXY FORM (ANNUAL GENERAL MEETING – 26 April 2007)

I/We (Note 1) , of being the registered holder of (Note 2) shares of HK$1.00 each in the capital of Hong Kong Exchanges and Clearing Limited (“HKEx”), HEREBY (Note 3) APPOINT 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 HKEx to be held at the Exchange Auditorium in the Exchange Exhibition Hall of The Stock Exchange of Hong Kong Limited at 1st Floor, One and Two Exchange Square, Central, Hong Kong on Thursday, 26 April 2007 at 4:30 p.m. and at any adjournment thereof in respect of the resolutions set out in the Notice of AGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

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RESOLUTIONS FOR (Note 4) AGAINST (Note 4)
1 To receive and consider the Audited Accounts for the year
ended 31 December 2006 together with the Reports of the
Directors and Auditors thereon
2 To declare a Final Dividend
3(a) To elect Mr John E STRICKLAND as Director (Note 5)
3(b) To elect Mr Oscar S H WONG as Director (Note 5)
4 To re-appoint PricewaterhouseCoopers as Auditors
of HKEx and to authorise the Directors to fix their
remuneration
5 To approve the general mandate for the repurchase of
shares of HKEx
6(a) To approve paying remuneration of HK$450,000 to the
Chairman and HK$300,000 to each of the other non-
executive Directors of HKEx
6(b) To approve paying a remuneration of HK$50,000 to
the chairman and every member (excluding executive
Director) of certain Board committees
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Dated this

day of , 2007

(Note 6) Signed :

Contact Telephone No.:

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 the holder appearing in this proxy form.

3. 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 shareholder having more than one share in HKEx may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a shareholder of HKEx, 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 discretion or to abstain. Your proxy will also be entitled to vote at his discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. There will be two elected Director vacancies to be filled at the AGM. In the case if there are more than two candidates standing for election, then in order to select which two candidates as the elected Directors, the resolutions themselves contain a method of determining support for a candidate. Each resolution for the appointment of Director to be proposed at the AGM will provide as follows:

“ THAT subject to the number of net votes cast in relation to this resolution (net votes being votes cast in favour minus votes cast against this resolution) being among the two highest number of net votes cast on each of the resolutions for the appointment of a person as a director of the Company at the annual general meeting (the “2007 AGM”) to be held on 26 April 2007 or on the date of its adjournment (where applicable), [name of candidate] be and is hereby appointed as a director of the Company with effect from the conclusion of the 2007 AGM for a term of approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2010, provided that if any two or more of such resolutions record the same number of net votes (the “Tied Resolutions”), the ranking of the Tied Resolutions from highest to lowest number of net votes shall be determined by the drawing of lots by the chairman of the meeting.”

1. 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.

2. In order to be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be lodged with HKEx’s registrar, Hong Kong Registrars Limited, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).

3. Completion and return of this proxy form will not preclude you from attending the meeting in person if you so wish. In such event, this proxy form will be deemed to have been revoked.

4. 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 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 HKEx in respect of such shares shall alone be entitled to vote in respect thereof.

5. HKEx reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

6. As a good corporate governance practice, the Chairman intends to demand poll voting at the AGM for all the resolutions set out in the Notice of AGM, and all non-executive Directors of HKEx who are shareholders of HKEx will abstain from voting on Resolutions 6(a) and 6(b) concerning remuneration of non-executive Directors and members of certain Board committees of HKEx at the AGM.