Kerry Properties Limited — Proxy Solicitation & Information Statement 2013

Oct 15, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability)

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website: www.kerryprops.com (Stock Code: 00683)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of Kerry Properties Limited (the “ Company ”) will be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 1 November 2013 at 3:00 p.m. for the following purposes:

1. To consider as special business, and if thought fit, pass the following resolution as Ordinary Resolution with or without amendments:

ORDINARY RESOLUTION

THAT the 2013 Pre-IPO Share Option Scheme and the 2013 Share Option Scheme of Kerry Logistics Network Limited, the terms of which are contained in the documents marked “A” and “B”, respectively, and produced to the meeting and for the purpose of identification signed by the chairman of the meeting and summaries of which are set out in the circular of the Company dated 16 October 2013 (the “ Proposed Share Option Schemes ”), be and are hereby approved and any one director of the Company be and is hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the Proposed Share Option Schemes.

1. To consider as special business, and if thought fit, pass the following resolution as Special Resolution:

SPECIAL RESOLUTION

THAT the Bye-laws of the Company be and are amended in the following manner:

1. Bye-law 141

by deleting Bye-law 141 in its entirety and substituting therefor the following new Bye-law 141:

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• “141. (A) The Company may by an Ordinary Resolution declare dividends or make distributions out of assets or funds of the Company legally available therefor, including distributions out of contributed surplus, to the shareholders in any currency, but no such dividends or distributions shall exceed the amount recommended by the Board.

• (B) The Board may from time to time make distributions out of assets or funds of the Company legally available therefor, including distributions out of contributed surplus, to the shareholders.”

2. Bye-law 142

by deleting Bye-law 142(B) in its entirety and substituting therefor the following new Bye-law 142(B):

• “(B) The Board may also pay half-yearly or at other suitable intervals to be settled by it any dividend or distribution out of assets or funds of the Company legally available therefor, including distributions out of contributed surplus, to be payable at a fixed rate if the Board is of the opinion that the payment is justified.”

3. Bye-law 143

• (a) by deleting Bye-law 143(A) in its entirety and substituting therefor the following new Bye-law 143(A):

• “(A) No dividend shall be declared or paid and no distribution out of contributed surplus shall be made otherwise than in accordance with the Statutes. No dividend shall be paid otherwise than out of profits or reserves available for distribution.”

• (b) by deleting Bye-law 143(C) in its entirety and substituting therefor the following new Bye-law 143(C):

• “(C) Subject to Bye-laws 143(D) and 146, all dividends, distribution out of contributed surplus and other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of shares denominated in United States dollars, in United States dollars, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.”

4. Bye-law 144

by deleting Bye-law 144 in its entirety and substituting therefor the following new Bye-law 144:

• “144. Notice of the declaration of an interim dividend or a distribution shall be given in such manner as the Board shall determine.”

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5. Bye-law 145

by deleting Bye-law 145 in its entirety and substituting therefor the following new Bye-law 145:

• “145. No dividend, distribution or other moneys payable on or in respect of a share shall bear interest as against the Company.”

6. Bye-law 146

by deleting Bye-law 146 in its entirety and substituting therefor the following new Bye-law 146:

• “146. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared or a distribution be made, the Board may further resolve that such dividend or distribution be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, securities, debentures or warrants to subscribe for securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend or distribution in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend or distribution and such appointment shall be effective. Where requisite, the Board may appoint any person to sign a contract on behalf of the persons entitled to the dividend or distribution and such appointment shall be effective. The Board may resolve that no such assets shall be made available or paid to shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of shareholders for any purpose whatsoever.”

By Order of the Board Li Siu Ching, Liz Company Secretary

Hong Kong, 16 October 2013

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Head Office and Principal Place of Business in Hong Kong: 25/F, Kerry Centre 683 King’s Road Quarry Bay Hong Kong

Notes:

1. Every member entitled to attend and vote at the above meeting (or at any adjournment thereof) (the “ SGM ”) is entitled to appoint up to two individuals as his proxies. 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.

2. Where there are joint holders of any share, any one of such persons may vote at the SGM, 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 SGM personally or by proxy, that one of the said persons so present whose name stands first on the registers of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power or authority), 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. Completion and return of the form of proxy will not preclude a member from attending the SGM and voting in person if he so wishes.

4. The registers of members of the Company will be closed on Thursday, 31 October 2013 and Friday, 1 November 2013, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the SGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Abacus Limited at the above address not later than 4:00 p.m. on Wednesday, 30 October 2013.

5. Shareholders are advised to read the circular to the shareholders of the Company dated 16 October 2013 which contains information concerning the resolutions set out in this notice.

6. All the resolutions to be proposed at the SGM shall be decided by poll.

As at the date of this announcement, the Directors of the Company are:

Executive Directors:

Messrs. Wong Siu Kong, Ho Shut Kan, Qian Shaohua, Ma Wing Kai, William, Chan Wai Ming, William and Bryan Pallop Gaw.

Independent Non-executive Directors:

Mr. Lau Ling Fai, Herald, Mr. Ku Moon Lun, Ms. Wong Yu Pok, Marina, JP and Mr. Chang Tso Tung, Stephen.

• For identification purpose only

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