Kowloon Development Company Limited — Proxy Solicitation & Information Statement 2022

Mar 8, 2022

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The Bank of East Asia, Limited 東亞銀行有限公司

(Incorporated in Hong Kong with limited liability in 1918)

(Stock Code: 23)

Proxy Form (Extraordinary General Meeting to be held on 28th March, 2022)

I/We[1]

of

I/We1 of	I/We1 of
being the registered holder(s) of (the “Bank”) hereby appoint the			2ordinary shares of The Bank of East Asia, Limited of
		Chairman of the Meeting or3 and 4
email address11 as my/our proxy to attend and vote5for me/us and on my/our behalf at the Extraordinary General Meeting (“EGM”) of the Bank to be held at 2/F, The Bank of East Asia Building, 10 Des Voeux Road Central, Hong Kong on Monday, 28th March, 2022 at 11:30 a.m. and at any adjournment thereof and to vote for me/us as indicated below:
Special Resolution				Please put a ‘✓’ below if you cast FOR5	Please put a ‘✓’ below if you cast AGAINST5
THAT: (a) the terms of the agreed form of the Buy-back Deed (a copy of which is tabled at the EGM and marked “A” and initialled by the chairman of the EGM for identification purposes) proposed to be entered into between the Bank and each of the Elliott Parties in relation to an off-market share buy-back by the Bank of 246,510,173 Shares held by the Elliott Parties on the terms contained therein at an aggregate consideration of HK$2,903,889,837.94, be and are hereby approved; and (b) the Directors (or a duly authorised person thereof) of the Bank be and are hereby authorised to take all such steps to implement and give effect to the Buy-back Deed and the transactions thereunder (including but not limited to the execution of all documents or deeds as they may consider necessary or appropriate in relation thereto and the making of any changes, modifications, amendments, waivers, variations or extensions of such terms and conditions) as they think fit.

* The Board of Directors recommends to vote FOR the above resolution. *

Dated this day of 2022.

Signature of Shareholder:

Full Name:

Notes:

1. Full name(s) and address(es) to be inserted in block capitals.

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

3. According to the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation in force, including a ban on the conducting of physical general meeting of companies, the EGM will be held at 2/F, The Bank of East Asia Building, 10 Des Voeux Road Central, Hong Kong with the minimum number of persons present as is legally required to form a quorate meeting by Directors or other senior staff members who are shareholders or proxy. Given the above, NO OTHER SHAREHOLDER, PROXY OR CORPORATE REPRESENTATIVE SHOULD ATTEND THE EGM IN PERSON. Any other person who attempts to do so will be excluded and will not be permitted entry to the venue of the EGM. Shareholders will still be able to vote by doing so in advance of the EGM by proxy.

4. You are strongly encouraged to appoint the Chairman of the Meeting as your proxy to exercise your right to vote at the EGM. This is to ensure that your vote is counted if you are unable to attend and vote electronically on the day of the EGM.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ( ✓ ) IN THE RELEVANT BOX UNDER “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ( ✓ ) IN THE RELEVANT BOX UNDER “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

6. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in the Notice of EGM will be decided by poll at the EGM.

7. In the case of joint Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members of the Bank.

8. This Proxy Form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this Form must be executed under seal or under the hand of an officer or attorney duly authorised.

9. To be valid, this Proxy Form 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 with Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Bank, not less than 48 hours before the time for holding the EGM (or the adjournment thereof).

10. Any alteration made to this Proxy Form must be initialled by the person who signs it.

11. Registered shareholders are requested to provide a valid email address of his or her proxy (except for appointment of ‘‘the Chairman of the Meeting’’) for the proxy to receive the login and access code to participate in the EGM electronically.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “Purposes”). If you fail to supply sufficient information, the Bank may not be able to process your instructions. The Bank may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Bank for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfill the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Standard Limited at the above address.