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HPC Holdings Limited Proxy Solicitation & Information Statement 2026

May 20, 2026

50135_rns_2026-05-20_9dc7f515-0395-493e-98ce-44f0905ce337.pdf

Proxy Solicitation & Information Statement

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HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We (Name) _________ (Block capitals, please)

of (Address) _________ being

the registered holder(s) of ________ (see Note 1) shares of HK$0.01 each in the capital of HPC Holdings Limited (the "Company") hereby appoint (Name) ________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 7 Kung Chong Road, HPC BUILDING, Singapore 159144 on Tuesday, 9 June 2026 at 09:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolution.

Unless otherwise specified, capitalized terms defined in the circular of the Company dated 20 May 2026 shall have the same meanings when used herein.

Ordinary Resolution (see Note 3) For (see Note 3) Against (see Note 3)
To approve, confirm and ratify the JV Agreement dated 27 March 2026 (amended and restated by an amendment and restatement agreement to the JV Agreement dated 18 May 2026) entered into between HPC Realty, LXP, CWT, O2 Realty and the JV Company and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) and to authorise any one of the Directors to do all such acts and things, make all necessary filings and negotiate, approve, agree, sign, initial, ratify and/or execute for and on behalf of the Company any other letters, notices, acknowledgements, consents, waivers, agreements or other documents in which the Company is a party or is otherwise interested as such Director may consider necessary or desirable in connection with the JV Agreement and the transactions contemplated thereunder.

Dated this __ day of __ 2026

Signature(s) _________ (see Notes 4 & 5)

Notes:

  1. Please insert the number of shares registered in your name(s) in relation 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).

  2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

  5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person 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 be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

  1. To be valid, this form of proxy must be completed, signed and deposited at the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time appointed for holding the meeting (i.e. by 09:00 a.m. on Sunday, 7 June 2026) or any adjournment thereof. The completion and return of this form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  2. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Boardroom Share Registrars (HK) Limited at the above address.