Kerry Properties Limited — Proxy Solicitation & Information Statement 2011

Jan 25, 2011

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website: www.kerryprops.com

(Stock Code: 00683)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We [(Note][1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being the registered holder(s) of [(Note][2)] . . . . . . . . . . . . . ordinary shares of HK$1.00 each (“Shares”) in the capital of Kerry Properties Limited (the “Company”) HEREBY APPOINT [(Note][3)] the Chairman of the Meeting ( [(Note][4)] who represents . . . . . . . . . . . . . . . . . . . . . . Shares held by me/us) [(Note][3)] and/or . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( [(Note][4)] who represents . . . . . . . . . . . . . Shares held by me/us) [(Note][3)] and/or . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( [(Note][4)] who represents . . . . . . . . . . . . . Shares held by me/us), as my/our proxy(ies) to act for me/us at the special general meeting of the Company to be held at Atrium Room, Level 39, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 16 February 2011 at 3:00 p.m. (or immediately after the conclusion of another special general meeting of the Company which is to be convened on the same day and at the same venue at 2:30 p.m.) (or at any adjournment thereof) (the “SGM”) to vote for me/us in respect of the resolution as hereunder indicated or, if no such indication is given, at the discretion of my/our proxy(ies).

ORDINARY RESOLUTION		FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
To confirm, ratify and approve the Master Joint Venture Agreement and		the
Transactions (both as defined in the circular of the Company dated		26
January 2011) and to authorise the board	of directors of the Company to
take all such actions as it considers necessary or desirable to implement
andgiveeffecttotheMasterJoint	Venture Agreementand	the
Transactions.
Dated . . . . . . . . . . . . . . . . . . . . . 2011	Signature(s) (Note 6) . . . . . . . . . . . . . . . . . . . . . . .			. . . . . .

Notes:

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

2. If no number is inserted, this form will be deemed to relate to all the Shares registered in your name(s).

3. Every member entitled to attend and vote at the SGM is entitled to appoint up to two individuals as his proxies. A proxy need not be a member of the Company.

4. If you appoint more than one proxy to represent you, please also insert the number of Shares which each proxy represents and the name of the proxy.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) at his/their discretion. A tick in the relevant box indicates that the votes attached to all the Shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of Shares referred to in the box will be casted accordingly.

6. This form must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under seal or under the hand of an officer or attorney duly authorised.

7. To be valid, this form, together with the power of attorney or other authority (if any) under which it is signed, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the SGM.

• for identification purpose only