Kerry Properties Limited — Proxy Solicitation & Information Statement 2003

Jun 30, 2003

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

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KERRY PROPERTIES LIMITED

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REVISED NOTICE OF SPECIAL GENERAL MEETING

The directors of the Company refer to the notice of Special General Meeting dated 26 June 2003 as set out in the Scheme Document dated 26 June 2003 (the “Scheme Document”) sent by the Company to its members in relation to the proposal for the privatisation of the Company by Kerry Holdings Limited by way of a scheme of arrangement under Section 99 of the Companies Act 1981 of Bermuda (as amended). The directors of the Company wish to inform the members of the Company that the place and date of the Special General Meeting have been changed such that it will be held in the Island Ballroom, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on 22 July 2003 at 10:30 a.m. (or as soon thereafter as the Court Meeting (as defined in the Scheme Document) has been concluded or adjourned).

The notice of Special General Meeting dated 26 June 2003 is amended only in relation to the venue and in that the date of such meeting is changed from 18 July 2003 to 22 July 2003.

Save as set out in the joint announcement of the Company and Kerry Holdings Limited of the same date as this announcement in respect of revisions to the timetable set out in the Scheme Document, no other amendments to the Scheme Document are required and all information contained in the Scheme Document with respect to the Special General Meeting remains accurate and relevant to members of the Company.

Copies of this amended notice of Special General Meeting will be despatched to the members of the Company on or about 30 June 2003. For the avoidance of doubt, the white form of proxy despatched to the members of the Company with the Scheme Document will remain valid for use at the Special General Meeting as set out in this revised notice.

NOTICE IS HEREBY GIVEN that the notice of Special General Meeting of Kerry Properties Limited (the “Company”) dated 26 June 2003 be revised and a Special General Meeting of the Company will be held in the Island Ballroom, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on 22 July 2003 at 10:30 a.m. (or as soon thereafter as the meeting of certain holders of the ordinary shares of HK$1.00 each in the capital of the Company convened by direction of the Supreme Court of Bermuda (the “Court”) for the same place and day shall have been concluded or adjourned) , for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a Special Resolution:

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SPECIAL RESOLUTION

“ THAT :

• (A) the Scheme of Arrangement dated 26 June 2003 (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme) in the form of the print thereof which has been produced to this meeting and for the purposes of identification signed by the Chairman of this meeting, with any modification thereof or addition thereto or condition approved or imposed by the Court, be and is hereby approved; and

• (B) for the purpose of giving effect to the Scheme, on the Effective Date (as defined in the Scheme):

• (i) the issued share capital of the Company be reduced by cancelling and extinguishing the Scheme Shares (as defined in the Scheme);

• (ii) subject to and forthwith upon such reduction of capital taking effect, the issued share capital of the Company be increased to its former amount by the creation of such number of new ordinary shares of HK$1.00 each in the capital of the Company as is equal to the number of the Scheme Shares cancelled; and

• (iii)the Company shall apply the credit arising in its books of account as a result of such reduction of capital in paying up in full at par the new ordinary shares of HK$1.00 each in the capital of the Company to be created as aforesaid, which new shares shall be allotted, and issued, credited as fully paid, to Kerry Holdings Limited and/or its subsidiaries and/or such entities as it may direct and the Directors of the Company be and are hereby unconditionally authorised to allot and issue the same accordingly.”

By Order of the Board Chow Yin Ping, Anita Company Secretary

Hong Kong, 27 June 2003

Head Office and Principal Place of Business in Hong Kong: 13th and 14th Floor Cityplaza 3, 14 Taikoo Wan Road Taikoo Shing Hong Kong

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Notes:

• (i) Every member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint up to two individuals as his proxies to attend and vote instead of him. A proxy need not be a member of the Company. The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation.

• (ii) The instrument appointing the proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

• (iii) The white form of proxy despatched to members of the Company with the document dated 26 June 2003 containing details of the Scheme will remain valid for use at the meeting.

• (iv) In order to be valid, the white form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting (or at any adjournment thereof). The Registrar will ensure that facilities will be in place to receive any proxies prior to the relevant time on Sunday, 20 July 2003. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person if he so wishes. In the event that a member attends the meeting after having lodged his form of proxy, his form of proxy will be deemed to have been revoked.

• (v) In the case of joint holders of any share, any one of such holders may vote at the meeting (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said holders so present whose name stands first on the registers of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member, and several trustees in bankruptcy or liquidators of a member in whose name any share stands will for this purpose be deemed joint holders thereof.

• (vi) The registers of members of the Company will be closed from 17 July 2003 to 22 July 2003, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the meeting, all transfers accompanied by the relevant share certificates, must be lodged for registration with the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at the above address not later than 4:00 p.m. on 16 July 2003.

• For identification only

“Please also refer to the published version of this announcement in the South China Morning Post”

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