Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2026

Mar 17, 2026

HKEX

香港交易所

香港交易及結算所有限公司

HONG KONG EXCHANGES AND CLEARING LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Codes: 388 (HKD counter) and 80388 (RMB counter)

Number of shares to which this proxy form relates 1

PROXY FORM FOR 2026 ANNUAL GENERAL MEETING

I/We $^{2}$,

of _________ (registered address)

being the registered holder(s) of the shares of Hong Kong Exchanges and Clearing Limited ("HKEX" or the "Company"),

HEREBY APPOINT $^{3}$ _________ (name) of

_________ (address) and

_________ (email address) or failing him/her, THE CHAIRMAN OF THE MEETING 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 as a hybrid meeting at the HKEX Connect Hall on the 1st Floor, One and Two Exchange Square, Central, Hong Kong, with online access through an online platform, on Wednesday, 29 April 2026 at 4:30 pm and at any adjournment or postponement of such meeting. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by a “✓” in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

ORDINARY RESOLUTIONS		FOR $^{4}$	AGAINST $^{4}$
1	To receive the audited financial statements for the year ended 31 December 2025 together with the Reports of the Directors and Auditor thereon
2(a)	To elect Kwok Pui Fong, Miranda as Director
2(b)	To elect Gordon Robert Halyburton Orr as Director
3	To appoint KPMG as the Auditor and to authorise the Directors to fix its remuneration $^{5}$
4	To grant a general mandate to the Directors to buy back shares of HKEX, not exceeding 10% of the number of issued shares of HKEX as at the date of the passing of this Resolution $^{5}$
5	To grant a general mandate to the Directors to allot, issue and deal with additional shares of HKEX, not exceeding 10% of the number of issued shares of HKEX as at the date of the passing of this Resolution, and the discount for any shares to be issued shall not exceed 10% $^{5}$
6(a)	To approve remuneration of HK$3,675,000 and HK$965,000 per annum respectively be payable to HKEX's Chairman and other Non-executive Directors for 2026/2027 or after $^{5}$
6(b)	To approve remuneration of (i) HK$315,000 and HK$190,000 per annum respectively be payable to the chairman and each of the other members (being Non-executive Directors of HKEX) of the Audit Committee, Remuneration Committee and Risk Committee of HKEX, and (ii) HK$265,000 and HK$180,000 per annum respectively be payable to the chairman and each of the other members (being Non-executive Directors of HKEX) of the Board Executive Committee, Corporate Responsibility Committee, Investment Committee, Listing Operation Governance Committee, and Nomination and Governance Committee of HKEX, for 2026/2027 or after $^{5}$

I/We hereby acknowledge and confirm as follows:

1. I am/We are duly authorised by my/our proxy to provide his/her personal information (including the email address) above;
2. The Company and its officers and agents are authorised to send the login details to access the online platform to my/our proxy through any email address provided above;
3. I/We have checked and ensured that all information provided in this proxy form is accurate and complete. Neither the Company nor its officers or agents assume any responsibility or liability whatsoever in respect of the accuracy or completeness of the information provided by me/us, or in connection with the transmission of the login details or any use of the login details for attending, participating, voting or otherwise; and
4. If I/we or my/our proxy cast my/our votes through the online platform, such votes are irrevocable once the voting session at the AGM ends.

Dated this ____ day of ____, 2026

Signature(s) $^{7,8}$: _________

Contact Telephone No.: _________

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Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form is related. 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).

2. Please insert full name(s) and address in BLOCK CAPITALS.

3. An eligible shareholder is entitled to appoint one or more proxies to attend and vote in his/her stead at the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. A proxy does not need to be a shareholder of the Company, but must attend the AGM (whether physically or through the online platform) to represent you.

Shareholders may appoint a proxy by completing and submitting this proxy form, a copy of which may be downloaded from the HKEX Group website (www.hkexgroup.com) (See also Note 6 below). Please insert the name and address of the proxy. If no name is inserted, the chairman of the AGM will act as the proxy. In order to allow the proxy (other than the chairman of the AGM) to attend and vote at the AGM through the online platform at https://meetings.computershare.com/HKEX2026AGM, please also insert his/her email address. To appoint more than one proxy, please make separate submission of the proxy appointment. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX IN THE COLUMN MARKED "FOR", IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX IN THE COLUMN MARKED "AGAINST". IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES "FOR" AND SOME OF YOUR VOTES "AGAINST" A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick (✓) either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast votes in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

2. The full text of Resolutions 3 to 6 is set out in the Notice of the AGM which is available on the HKEX Group website (www.hkexgroup.com).

3. Shareholders must submit their proxy appointment at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM or any adjournment or postponement thereof. In order to be valid, this proxy form must be completed, signed and delivered, in accordance with the instructions contained herein, to HKEX's registrar, Computershare Hong Kong Investor Services Limited ("Computershare"), via email to HKEX.eproxy@computershare.com.hk, or at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. For the avoidance of doubt, proxy forms sent by facsimile will not be accepted.

Shareholders may also submit their proxy appointment electronically via https://www.eproxyappointment.com/HKEX or by scanning the QR Code set out in the Company's notification letter to Registered Shareholders dated 18 March 2026. Please refer to the Guidance for the Annual General Meeting contained in the Company's circular dated 18 March 2026 for further details.

1. This proxy form must be signed by the Shareholder or his/her attorney or agent duly authorised in writing. If a proxy form is signed by an attorney of a Shareholder, the power of attorney or other authority 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 practice in Hong Kong) must be delivered to Computershare together with the proxy form. In the case of a corporate Shareholder, the proxy form must either be executed under its common seal or be signed by its attorney, officer or agent duly authorised in writing.

2. In the case of joint registered holders of any shares, this proxy form must be signed by all Shareholders whose names appear in the register of members. Where there are joint holders of any shares, any one of such persons may vote at the AGM (or at any adjournment or postponement thereof), either in person or by proxy (whether physically or through the online platform), in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of HKEX in respect of the relevant joint holding.

3. Submission of proxy appointment shall not preclude the Shareholder from attending and voting at the AGM (whether physically or through the online platform) or any adjournment or postponement thereof should the Shareholder so wish, but the proxy's authority to vote on a resolution is to be regarded as revoked if the Shareholder attends at the AGM (whether physically or through the online platform) and votes on that particular resolution.

4. A Shareholder who has submitted a proxy appointment may revoke it by submitting another proxy appointment on a later date. In order to be valid for voting purposes, this latter proxy appointment should be received by Computershare or submitted electronically via https://www.eproxyappointment.com/HKEX at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM or any adjournment or postponement 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. 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 the AGM will be decided by poll at the AGM.

PRIVACY STATEMENT

HKEX and/or any third party will process the personal data of its Shareholders (including their proxies/corporate representatives) that have been submitted to HKEX for the purpose of the AGM. HKEX will also process the personal data of any Shareholder and/or their proxy(ies)/corporate representative(s) to the extent that the Shareholder or their proxy(ies)/corporate representative(s) attend(s) the meeting, in which case this may include text, webcasts, photographs, and/or video and audio links/recordings.

The personal data disclosed to HKEX and/or any third party may be processed for the purposes of maintaining HKEX's records, meeting management, managing corporate actions, fulfilling HKEX's legal obligations and its obligations to Shareholders, and communicating to Shareholders. The lawful bases for this processing are compliance with legal obligations and fulfilling its legitimate interests.

Please refer to HKEX's Privacy Notice for Annual General Meeting and Corporate Communications, which is available under the Investor Relations (Shareholder Information – Shareholder Meetings) section of the HKEX Group website (www.hkexgroup.com), for further details of how HKEX shall process and protect personal data and the rights of individuals whose personal data is processed.

In the event that a Shareholder submits the personal data of their proxy(ies)/corporate representative(s) or that their proxy(ies)/corporate representative(s) attend(s) the AGM in their place, the Shareholder shall communicate this privacy information to their proxy(ies)/corporate representative(s).

Should you later need to amend personal data that have been provided in this form, please submit your request in writing to HK Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.