Kerry Properties Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kerry Properties Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

嘉里建設有限公司

KERRY PROPERTIES LIMITED
(Incorporated in Bermuda with limited liability)
website: www.kerryprops.com
(Stock Code: 683)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING

Resolutions will be proposed at the Annual General Meeting of Kerry Properties Limited to be held at Atrium Room, Level 39, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 May 2026 at 2:30 p.m. (Hong Kong time) to approve the matters referred to in this circular.

The notice convening the Annual General Meeting together with the form of proxy for use at the Annual General Meeting are enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of Kerry Properties Limited, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or at any adjournment thereof should you so desire.

No corporate gifts or refreshments will be provided at the Annual General Meeting.

• For identification purpose only

28 April 2026

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CONTENTS

Page

Definitions 1

Letter from the Board

1. Introduction 4
2. General Mandates to Issue and Repurchase Shares 5
3. Re-election of Directors 5
4. Directors' Fees 7
5. Final Dividend 7
6. Voting by Poll 8
7. Annual General Meeting 8
8. Recommendation 8
9. Responsibility Statement 9

Appendix I - Explanatory Statement on Share Repurchase Mandate I-1

Appendix II - Details of the Directors Proposed to be Re-elected II-1

Notice of Annual General Meeting N-1

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

"ACG Committee" audit and corporate governance committee of the Company;

"Annual General Meeting" the annual 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 Friday, 22 May 2026 at 2:30 p.m. (Hong Kong time);

"Associate(s)" shall have the meaning ascribed to it under the Listing Rules;

"Board" the board of Directors;

"Bye-laws" the bye-laws of the Company, as amended and/or restated from time to time;

"CCASS" the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;

"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

"Company" Kerry Properties Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 683);

"Controlling Shareholder(s)" shall have the meaning ascribed to it under the Listing Rules;

"Core Connected Person(s)" shall have the meaning ascribed to it under the Listing Rules;

"Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"INED(s)" the independent non-executive director(s) of the Company;

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DEFINITIONS

"KGL"
Kerry Group Limited, incorporated in the Cook Islands and continued in the Cayman Islands;

"Latest Practicable Date"
21 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

"Nomination Committee"
nomination committee of the Company;

"Non-executive Director(s)"
the non-executive director(s) of the Company;

"PRC"
the People’s Republic of China;

"Remuneration Committee"
remuneration committee of the Company;

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

"Share Issue Mandate"
a general mandate to be given to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares (including any disposal or transfer of Treasury Shares) not exceeding 20 per cent. of the aggregate number of issued Shares (excluding Treasury Shares, if any) at the date of passing of the Share Issue Resolution;

"Share Issue Resolution"
the ordinary resolution referred to in item 6A of the notice of the Annual General Meeting;

"Share Repurchase Mandate"
a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to repurchase at any time until the next annual general meeting of the Company or such earlier period as stated in the Share Repurchase Resolution the Shares up to a maximum of 10 per cent. of the aggregate number of issued Shares (excluding Treasury Shares, if any) at the date of passing of the Share Repurchase Resolution;

"Share Repurchase Resolution"
the ordinary resolution referred to in item 6B of the notice of the Annual General Meeting;

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• 3 -

DEFINITIONS

"Share(s)"
ordinary share(s) of par value HK$1.00 each in the capital of the Company, or, if there has been a subdivision, consolidation, reclassification or reconstruction of the number of issued shares of the Company, from time to time, shares forming part of the number of issued ordinary shares of the Company;

"Shareholder(s)"
the holder(s) of the Share(s);

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"Substantial Shareholder(s)"
shall have the meaning ascribed to it under the Listing Rules;

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission as amended from time to time; and

"Treasury Shares"
shall have the meaning ascribed to it under the Listing Rules.

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LETTER FROM THE BOARD

嘉里建設有限公司

KERRY PROPERTIES LIMITED

(Incorporated in Bermuda with limited liability)

website: www.kerryprops.com

(Stock Code: 683)

Executive Director:

Mr. Kuok Khoon Hua
(Chairman and Chief Executive Officer)

Independent Non-executive Directors:

Mr. Hui Chun Yue, David
Mr. Chum Kwan Lock, Grant
Dr. Li Rui

Non-executive Director:

Ms. Tong Shao Ming

Registered Office:

Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda

Head Office and Principal Place of Business in Hong Kong:

25/F, Kerry Centre
683 King's Road
Quarry Bay
Hong Kong

28 April 2026

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to, inter alia, the proposed renewal of the Share Repurchase Mandate, the Share Issue Mandate and the extended Share Issue Mandate, the proposed re-election of Directors, the proposed Directors' fees for the year ending 31 December 2026, and to give you the notice of the Annual General Meeting.

• For identification purpose only

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LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The latest general mandates of the Company (i) to allot, issue and deal with additional Shares not exceeding 20 per cent. of the aggregate number of issued Shares (excluding Treasury Shares, if any); and (ii) to repurchase Shares up to a maximum of 10 per cent. of the aggregate number of issued Shares (excluding Treasury Shares, if any) were granted to the Directors at the 2025 annual general meeting of the Company held on 23 May 2025.

These general mandates will lapse at the conclusion of the Annual General Meeting unless renewed at that meeting. Accordingly, the Share Issue Resolution and the Share Repurchase Resolution will be proposed at the Annual General Meeting to approve the grant of the Share Issue Mandate and the Share Repurchase Mandate to the Directors.

The Share Issue Mandate and the Share Repurchase Mandate, if granted, will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in items 6A and 6B of the notice of the Annual General Meeting.

As at the Latest Practicable Date, the total number of issued Shares comprised 1,451,305,728 Shares. The Company does not have any Treasury Shares. If there is no allotment or repurchase of the Shares between the Latest Practicable Date and the date of the Annual General Meeting, the Share Issue Mandate shall not exceed 290,261,145 Shares.

Shareholders should refer to the explanatory statement contained in Appendix I to this circular, which sets out further information in relation to the Share Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

In relation to the proposed resolution No. 3 as set out in the notice of the Annual General Meeting regarding the re-election of Directors, Dr. Li Rui ("Dr. Li") and Ms. Tong Shao Ming ("Ms. Tong") will retire from the Board by rotation at the Annual General Meeting in accordance with Bye-law 99. Dr. Li and Ms. Tong, being eligible, will offer themselves for re-election.

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LETTER FROM THE BOARD

To consider the re-appointment of the Directors who offer themselves for re-election, the Nomination Committee shall review the overall contribution of each of them to the Company in accordance with the Nomination Policy and the Board Diversity Policy of the Company, which set out, inter alia, the key selection criteria, the nomination procedures and a number of aspects of the Board diversity (including but not limited to gender, age, cultural, educational background, ethnicity, professional experience, skills, knowledge and length of services and other factors that may be relevant from time to time towards achieving a diversified Board). The Nomination Committee shall then make recommendation(s) to the Board for its consideration to recommend the Directors who offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has assessed the independence of Dr. Li, an INED, by reviewing his annual confirmation of independence based on the criteria as set out in Rule 3.13 of the Listing Rules, and considered that Dr. Li remains independent of management and free of any relationship which could materially interfere with the exercise of his independent judgement. Information about the perspectives, skills and experience that Dr. Li can bring to the Board and how he contributes to diversity of the Board are disclosed in the sections headed "Corporate Governance Report" and "Directors and Senior Management" of the Company's annual report 2025.

In recommending the re-election of the Directors, the Nomination Committee has also reviewed the Board's composition, including gender diversity, and recommended to the Board the re-election of Dr. Li and Ms. Tong at the Annual General Meeting.

In view of the extensive knowledge and experience of the Directors who offered themselves for re-election, the Board, with the consideration and recommendation of the Nomination Committee, believes that the re-election of each of them is in the best interests of the Company and its Shareholders as a whole. The Board recommends Dr. Li and Ms. Tong to stand for re-election at the Annual General Meeting.

The procedures used for identifying an individual as Director (including INED and Non-executive Director) are set out in the section headed "Corporate Governance Report" of the Company's annual report 2025.

The details of the Directors proposed to be re-elected are set out in Appendix II to this circular.

There is no service contract signed between the Company and each of the Directors who will offer themselves for re-election at the Annual General Meeting. Pursuant to the Bye-laws, the Directors shall retire from office no later than the third annual general meeting of the Company after he or she was last elected or re-elected. Therefore, the term of appointment of the Directors shall continue in effect for a period of three years.

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LETTER FROM THE BOARD

4. DIRECTORS' FEES

In relation to the proposed resolution No. 4 as set out in the notice of the Annual General Meeting regarding the fixing of Directors' fees (being fees payable to the INEDs and Non-executive Directors) for the year ending 31 December 2026, the Board has a recent review of the level of fees payable to the INEDs and Non-executive Director and recommends that all fees payable to the INEDs and Non-executive Directors are the same as those for the year ended 31 December 2025 which are stated below for reference:

(a) a fee at the rate of HK$300,000 per annum be payable to each INED and Non-executive Director;

(b) a fee at the rate of HK$200,000 per annum be payable to the chairman of the ACG Committee who is an INED;

(c) a fee at the rate of HK$170,000 per annum be payable to each member of the ACG Committee who is an INED or a Non-executive Director;

(d) a fee at the rate of HK$80,000 per annum be payable to the chairman of the Remuneration Committee who is an INED;

(e) a fee at the rate of HK$50,000 per annum be payable to each member of the Remuneration Committee who is an INED or a Non-executive Director; and

(f) a fee at the rate of HK$50,000 per annum be payable to each member of the Nomination Committee who is an INED or a Non-executive Director.

The proposed Directors' fees (being fees payable to the INEDs and Non-executive Directors) for the year ending 31 December 2026 as mentioned above are determined with reference to the level of fees payable by other listed companies in Hong Kong and respective level of responsibilities, skills and commitments required of the INEDs and Non-executive Directors, and will be put forward at the Annual General Meeting for Shareholders' approval.

5. FINAL DIVIDEND

Reference is made to the final results announcement for the year ended 31 December 2025 of the Company dated 23 March 2026. The Board resolved to propose to the Shareholders for approval at the Annual General Meeting for the distribution of a final dividend of HK$0.95 per Share for the year ended 31 December 2025 payable to the Shareholders whose names appear on the registers of members of the Company on 29 May 2026.

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LETTER FROM THE BOARD

6. VOTING BY POLL

All the resolutions set out in the notice of the Annual General Meeting would be decided by poll in accordance with the Listing Rules and the Bye-laws. The chairman of the Annual General Meeting would explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.

The poll results will be published on the websites of the Company (www.kerryprops.com) and the Stock Exchange (www.hkexnews.hk) after the conclusion of the Annual General Meeting.

7. ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages N-1 to N-6 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or at any adjournment thereof should you so desire and in such event, the form of proxy previously submitted shall be deemed to be revoked.

8. RECOMMENDATION

The Directors consider that the resolutions regarding, including but without limitation to, the proposed renewal of the Share Repurchase Mandate, the Share Issue Mandate and the extended Share Issue Mandate, the proposed re-election of Directors and the proposed Director's fees for the year ending 31 December 2026 are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the Annual General Meeting as set out respectively in the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of

Kerry Properties Limited

Kuok Khoon Hua

Chairman and Chief Executive Officer

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APPENDIX I

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the Annual General Meeting.

1. SHARE REPURCHASE PROPOSAL

The Shares proposed to be repurchased by the Company shall be fully-paid up in accordance with the Listing Rules. As at the Latest Practicable Date, the total number of issued Shares comprised 1,451,305,728 Shares and the Company does not have any Treasury Shares. It is proposed that up to a maximum of 10 per cent. of the aggregate number of issued Shares (excluding Treasury Shares) as at the date of passing of the Share Repurchase Resolution to approve the Share Repurchase Mandate may be repurchased by the Directors. Subject to the passing of the Share Repurchase Resolution, on the basis that no further Shares are issued prior to the Annual General Meeting and ignoring other restrictions, the Company would be allowed under the Share Repurchase Mandate to repurchase up to a maximum of 145,130,572 Shares.

If the Company repurchases any Shares pursuant to the Share Repurchase Mandate, the Company may either (i) cancel the Shares repurchased and/or (ii) hold them as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time any repurchases of Shares are made. If the Company holds Shares in treasury, any disposal or transfer of Shares in treasury will be made pursuant to the terms of the Share Issue Mandate as referred to in item 6A of the notice of the Annual General Meeting and in accordance with the Listing Rules and the applicable laws and regulations of Bermuda.

To the extent that any Treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

1. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

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APPENDIX I

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda. The laws of Bermuda provide that Shares may only be repurchased out of the capital paid up thereon, or out of the funds of the Company which would otherwise be available for dividend or distribution, or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase. The premium payable on repurchase may only be provided out of funds of the Company which would otherwise be available for dividend or distribution, or out of the share premium account of the Company before the Shares are repurchased.

In addition, no repurchase by the Company of its own Shares may be effected if, on the date on which the repurchase is to be effected, there are reasonable grounds for believing that the Company is, or after the repurchase would be, unable to pay its liabilities as they become due.

The Directors propose that such repurchases of Shares would be appropriately financed by the Company's internal resources and/or available banking facilities. There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2025 and taking into account the financial position of the Company as at the Latest Practicable Date, in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. DIRECTORS' UNDERTAKING AND CORE CONNECTED PERSONS

The Directors confirm that neither the explanatory statement on the Share Repurchase Mandate nor the proposed share repurchase has unusual features. The Directors also confirm that, so far as the same may be applicable, the exercise of the power of the Company to make repurchases pursuant to the Share Repurchase Resolution will be in accordance with the Listing Rules and the Bye-laws and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge after making all reasonable enquiries, any of their Associates have a present intention, in the event that the Share Repurchase Resolution is adopted by the Shareholders, to sell Shares to the Company or its subsidiaries.

No Core Connected Persons have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its Shares.

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APPENDIX I

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

5. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, any such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders’ interests) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, KGL was directly or indirectly interested in 874,090,494 Shares as disclosed under the SFO, which constituted approximately 60.23 per cent. of the voting rights attaching to the number of issued Shares. If the Share Repurchase Mandate were to be exercised in full, which is considered to be unlikely in the current circumstances, KGL would (assuming that there is no change in relevant facts and circumstances) hold approximately 66.92 per cent. of the voting rights attaching to the number of issued Shares. It is considered that, in the absence of any special circumstances, an obligation to make a mandatory offer as referred to above as a result of a share repurchase is unlikely to arise. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

6. SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase of the Shares by the Company or any of its subsidiaries during the six months prior to the Latest Practicable Date.

• I-3 -

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APPENDIX I

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

7. MARKET PRICES

During each of the 12 months preceding and up to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange were as follows:

Year	Month	Shares
		Highest Price
HK$	Lowest Price
HK$
2025	April	18.74	16.42
	May	20.20	18.18
	June	20.85	18.10
	July	21.40	19.42
	August	21.94	19.79
	September	22.04	19.32
	October	21.30	19.50
	November	21.68	19.24
	December	21.48	19.88
2026	January	24.48	19.71
	February	26.10	23.24
	March	25.30	20.98
	April (up to the Latest Practicable Date)	23.56	21.92

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

The following information is the details of the retiring Directors who, being eligible, offer themselves for re-election at the Annual General Meeting:

(1) DR. LI RUI

Dr. Li Rui, aged 55, has been an INED since November 2023. He is now the chairman of the ACG Committee and a member of the Nomination Committee.

Dr. Li is the Deputy Chair of the Board and an Adjunct Professor at the Institute for China Business of The University of Hong Kong. He has also been an independent non-executive director of HSBC Insurance (Asia) Limited and HSBC Life (International) Limited since 28 January 2026. Dr. Li was Group Finance Director and an Executive Committee Member of Ping An Insurance Group from 2017 to 2023. He was a non-executive director of Lufax Holding Ltd. (a listed company in New York and Hong Kong) from 2021 to 2022 and a non-executive director of OneConnect Financial Technology Co., Ltd. (a listed company in New York and Hong Kong) from 2019 to 2021. He previously held senior management positions at SF Express International and worked in strategy and management consulting for multinational corporations.

Dr. Li is a member of the American Institute of Certified Public Accountants and the Chartered Global Management Accountants and he holds a Doctor of Philosophy in Finance, a Master of Business Administration, and a Bachelor of Science.

Save as disclosed above, Dr. Li confirms that (i) he does not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years; (ii) he has no relationship with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company; and (iii) he does not hold any position in the Company or any members of the Group.

Dr. Li has been entitled to receive (i) HK$300,000 per annum for acting as an INED; (ii) HK$200,000 per annum for acting as the Chairman of the ACG Committee; and (iii) HK$50,000 per annum for acting as a member of the Nomination Committee. Such fees are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2025, Dr. Li received a total remuneration of HK$530,548.

As at the Latest Practicable Date, Dr. Li does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Dr. Li who stands for re-election at the Annual General Meeting.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

(2) MS. TONG SHAO MING

Ms. Tong Shao Ming, aged 50, has been a Non-executive Director since November 2023. She is now a member of the ACG Committee and Nomination Committee.

Ms. Tong has served as the investment director of Kerry Holdings Limited (“KHL”) since 2010. KHL is a Controlling Shareholder of the Company. Ms. Tong is a director of Kerry TJ Logistics Company Limited (a listed company in Taiwan) and a director of Yihai Kerry Arawana Holdings Co., Ltd. (a listed company in Shenzhen). She is also an alternate director to Mr. Kuok Khoon Hua (the Chairman and Chief Executive Officer of the Company) in his capacity as a non-executive and non-independent director of Wilmar International Limited (a listed company in Singapore). Ms. Tong was a non-executive director of KLN Logistics Group Limited (“KLN”, formerly known as “Kerry Logistics Network Limited”) (a listed company in Hong Kong) from 2019 to 2021. Between 2009 and 2012, Ms. Tong served as the investment director of Wilmar International Limited. Between 2005 and 2008, Ms. Tong worked as an executive director in the equity capital markets department of UBS Group AG. Between 1998 and 2005, Ms. Tong worked as a solicitor in the London and Hong Kong offices of a law firm, Slaughter and May.

Ms. Tong obtained a bachelor’s degree in jurisprudence from Oxford University in 1997 and was admitted as a solicitor of England and Wales.

Save as disclosed above, Ms. Tong confirms that (i) she does not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years; (ii) she has no relationship with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company; and (iii) she does not hold any position in the Company or any members of the Group.

Ms. Tong has been entitled to receive (i) HK$300,000 per annum for acting as a Non-executive Director; (ii) HK$170,000 per annum for acting as a member of the ACG Committee; and (iii) HK$50,000 per annum for acting as a member of the Nomination Committee. Such fees are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2025, Ms. Tong received a total remuneration of HK$500,548.

As at the Latest Practicable Date, Ms. Tong has personal interests of (i) 700,000 shares of KGL; and (ii) 1,000 shares of Sapphire Global Limited (a subsidiary of KHL). She also has deemed interests through discretionary trust(s) as follows: (i) 50,000 shares of the Company; (ii) 3,115,476 shares of KGL; and (iii) 717,588 shares of KLN, both KGL and KLN are the associated corporations of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Ms. Tong who stands for re-election at the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

嘉里建設有限公司

KERRY PROPERTIES LIMITED

(Incorporated in Bermuda with limited liability)

website: www.kerryprops.com

(Stock Code: 683)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kerry Properties Limited (the "Company") will be held at Atrium Room, Level 39, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 May 2026 at 2:30 p.m. (Hong Kong time) for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited financial statements and the reports of the directors and the auditor of the Company for the year ended 31 December 2025.
2. To declare a final dividend of the Company for the year ended 31 December 2025.
3. (a) To re-elect Dr. Li Rui as an independent non-executive director of the Company.
   (b) To re-elect Ms. Tong Shao Ming as a non-executive director of the Company.
4. To fix the directors' fees of the Company.

5. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors of the Company (the "Board") to fix its remuneration.

6. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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

A. THAT:

(a) subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the shares of the Company (including any disposal or transfer of Treasury Shares) and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of shares allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of:

(i) a Rights Issue (as hereinafter defined); or

(ii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of shares in the Company; or

(iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the amended and restated bye-laws of the Company (the "Bye-laws"); or

(iv) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or

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NOTICE OF ANNUAL GENERAL MEETING

(v) a specified authority granted by the shareholders of the Company (the "Shareholders") in general meeting,

shall not exceed the aggregate of:

(aa) 20 per cent. of the aggregate number of issued shares (excluding Treasury Shares, if any) of the Company at the date of passing of this resolution; and

(bb) if the Directors are so authorised by a separate ordinary resolution of the Shareholders, the number of any issued shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of issued shares of the Company (excluding Treasury Shares, if any) at the date of passing of this resolution),

and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws or any other applicable laws of Bermuda to be held; or

(iii) the revocation, variation or renewal of this resolution by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of shares in the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares in the Company on the registers of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

– N-3 –

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NOTICE OF ANNUAL GENERAL MEETING

Any reference to an allotment, issue, grant, offer or dealing of shares of the Company shall include the disposal or transfer of Treasury Shares (including to satisfy any obligation upon the conversion or exercise of any securities of the Company, including bonds, debentures and notes convertible into shares of the Company) to the extent permitted by, and subject to the Company complying with the prevailing requirements of, the Listing Rules, the Companies Ordinance and any other applicable laws and regulations from time to time in force.

B. THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, be and is hereby generally and unconditionally approved;

(b) the aggregate number of issued shares of the Company to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws or any other applicable laws of Bermuda to be held; or

(iii) the revocation, variation or renewal of this resolution by an ordinary resolution of the Shareholders in general meeting.

– N-4 –

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NOTICE OF ANNUAL GENERAL MEETING

C. THAT, conditional upon the passing of ordinary resolution no. 6B, the general mandate granted to the Directors (pursuant to ordinary resolution no. 6A or otherwise) and for the time being in force to exercise the powers of the Company to allot shares be and is hereby extended by the addition to the aggregate number of the issued shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the issued shares of the Company repurchased by the Company under the authority granted by the resolution set out as ordinary resolution no. 6B.

By Order of the Board
Cheng Wai Sin
Company Secretary

Hong Kong, 28 April 2026

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

– N-5 –

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Please note that no corporate gifts or refreshments will be provided at the Annual General Meeting of the Company ("AGM").

2. Every Shareholder entitled to attend and vote at the AGM or at any adjournment thereof is entitled to appoint another person as proxy. Every Shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote at the AGM or at any adjournment thereof. A proxy need not be a Shareholder. The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation.

3. Where there are joint registered holders of any share(s), any one of such joint registered holders may attend and vote at the AGM or at any adjournment thereof, either personally or by proxy, in respect of such share(s) as if he/she/it was solely entitled thereto; but if more than one of such joint registered holders be present at the AGM or at any adjournment thereof personally or by proxy, that one of the said joint registered holders so present whose name stands first on the registers of members of the Company in respect of such share(s) will alone be entitled to vote in respect thereof.

4. 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 Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting at the AGM or at any adjournment thereof should he/she so wishes.

5. The registers of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address not later than 4:30 p.m. on Monday, 18 May 2026.

6. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address not later than 4:30 p.m. on Thursday, 28 May 2026.

7. All the resolutions set out in this notice shall be decided by poll.

8. In the event of Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal or "extreme conditions after super typhoons" announced by The Government of the Hong Kong Special Administrative Region is/are expected to be in force any time after 6:00 a.m. on the date of the AGM, then the AGM will be postponed or adjourned and the Shareholders will be informed of the date, time and venue of the rescheduled meeting by a supplementary notice posted on the websites of the Company (www.kerryprops.com) and the Stock Exchange (www.hkexnews.hk).

9. The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. The Shareholders should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations and if they do so, they are advised to exercise care and caution.

10. N-6 -