Kerry Properties Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

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.

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 OF ANNUAL GENERAL MEETING

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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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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(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).

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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.

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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

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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.

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

Executive Director: Mr. Kuok Khoon Hua

Independent Non-executive Directors: Mr. Hui Chun Yue, David, Mr. Chum Kwan Lock, Grant and Dr. Li Rui

Non-executive Director: Ms. Tong Shao Ming