Kowloon Development Company Limited — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

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

BEA東亞銀行

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)

NOTICE OF ONE HUNDRED AND SIXTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the One Hundred and Sixth Annual General Meeting (the "2025 AGM") of the members of The Bank of East Asia, Limited (the "Bank") will be held in the Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on Friday, 9 May 2025 at 11:30am for the following purposes:

1. To receive the Audited Financial Statements for the year ended 31 December 2024 together with the Report of the Directors and the Independent Auditor's Report thereon.
2. To re-appoint KPMG as Auditor of the Bank and authorise the Directors to fix the Auditor's remuneration.
3. To re-elect the following Directors:

(a) Dr the Hon. Sir David LI Kwok-po
(b) Dr Allan WONG Chi-yun
(c) Mr Aubrey LI Kwok-sing
(d) Mr Stephen Charles LI Kwok-sze
(e) Dr Daryl NG Win-kong
(f) Dr the Hon. Rita FAN HSU Lai-tai

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions:

Ordinary Resolutions

1. "THAT:

(a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby unconditionally given to the Directors of the Bank to exercise during the Relevant Period (as defined below) all the powers of the Bank to allot, issue and otherwise deal with additional shares of the Bank (including by way of sale or transfer of any treasury shares) and to make, issue or grant offers, agreements, options, warrants, rights to subscribe for or convert any securities into shares of the Bank or other securities which would or might require shares in the Bank to be allotted, issued or otherwise dealt with either during or after the Relevant Period;

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(b) the total number of ordinary shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option, warrant, right to subscribe for or convert or otherwise) by the Directors of the Bank pursuant to the mandate in paragraph (a) of this Resolution, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) any option scheme or similar arrangement for the time being adopted and approved by the shareholders of the Bank for the grant or issue of options or rights to subscribe for or acquire shares of the Bank;

(iii) any scrip dividend or similar arrangement in accordance with the Articles of Association of the Bank; or

(iv) the exercise of rights of subscription or conversion under the terms of any existing options, warrants, rights of subscription, convertible securities or similar rights granted or issued by the Bank,

shall not exceed 10% of the number of ordinary shares of the Bank in issue (excluding treasury shares, if any) as at the date of this Resolution (subject to adjustment in the case of any conversion, consolidation or subdivision of any or all of the shares of the Bank into a larger or smaller number of shares during the Relevant Period), and the said approval 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 Bank;

(ii) the expiration of the period within which the next Annual General Meeting of the Bank is required by law to be held; and

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of shareholders of the Bank in general meeting.

"Rights Issue" means an offer of shares of the Bank or options, warrants or other securities giving the right to subscribe for shares of the Bank or which are convertible into shares of the Bank, open for a period fixed by the Board of Directors of the Bank to holders of shares of the Bank on the Register of Members on a fixed record date in proportion to their then holdings of such shares of the Bank (subject to such exclusions or other arrangements as the Board of Directors of the Bank may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory outside of Hong Kong).

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1. "THAT:

(a) a general mandate be and is hereby unconditionally granted to the Directors of the Bank to exercise during the Relevant Period (as defined below) all the powers of the Bank to buy back ordinary shares of the Bank in accordance with all applicable laws and regulations and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other relevant stock exchange as amended from time to time provided however that the maximum number of the shares to be bought back pursuant to the approval in this paragraph shall not exceed 10% of the number of ordinary shares of the Bank in issue (excluding treasury shares, if any) as at the date of this Resolution (subject to adjustment in the case of any conversion, consolidation or subdivision of any or all of the shares of the Bank into a larger or smaller number of shares during the Relevant Period), and the said approval shall be limited accordingly; and

(b) 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 Bank;

(ii) the expiration of the period within which the next Annual General Meeting of the Bank is required by law to be held; and

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of shareholders of the Bank in general meeting."

1. "THAT, conditional on the passing of the Resolutions in item 4 and item 5 of the Notice of this Meeting, the general mandate granted to the Directors of the Bank to allot, issue and otherwise deal with additional shares of the Bank pursuant to the Resolution set out in item 4 of the Notice of this Meeting be and is hereby extended by the addition thereto of the number of shares of the Bank bought back by the Bank under the authority granted pursuant to the Resolution set out in item 5 of the Notice of this Meeting."

2. "THAT:

(a) the entering into of the framework agreement dated 23 January 2025 between the Bank and Sumitomo Mitsui Banking Corporation (the "Framework Agreement"), a copy of which is tabled at this Meeting and marked "A" and initialled by the chairman of this Meeting for identification purpose, and all the transactions contemplated thereunder, and the proposed annual caps set out in the Circular, be and are hereby approved and confirmed; and

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(b) any one Director of the Bank be and is hereby authorised for and on behalf of the Bank to do all such acts and things and sign, agree, ratify or execute all such documents which he/she in his/her discretion consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Framework Agreement and any of the transactions contemplated thereunder and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director, in the interests of the Bank."

Special Resolution

1. "THAT the existing Articles of Association of the Bank be and are hereby amended as detailed in the explanatory statement on the proposed amendments to the existing Articles of Association set out in Appendix 6 to the circular of the Bank dated 14 April 2025 of which this Notice forms part and such amended Articles of Association, a copy of which is tabled at this Meeting and marked "B" and initialled by the chairman of this Meeting for identification purpose, be and are hereby approved and adopted as the new Articles of Association of the Bank, in substitution for, and to the exclusion of, the existing Articles of Association of the Bank."

By Order of the Board

Alson LAW Chun-tak

Company Secretary

Hong Kong, 14 April 2025

Notes:

(a) For the purpose of determining the Shareholders who are entitled to attend and vote at the 2025 AGM, the Register of Members of the Bank will be closed from Tuesday, 6 May 2025 to Friday, 9 May 2025 (both days inclusive). In order to qualify for attending and voting at the 2025 AGM, all transfer documents accompanied by the relevant share certificates should be lodged for registration with the Bank's Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:00pm on Friday, 2 May 2025.

(b) A member entitled to attend and vote at the 2025 AGM may appoint one or more proxies to attend and vote in his/her place at the 2025 AGM (or at any adjournment thereof) provided that each proxy is appointed to represent the respective number of shares held by the member as specified in the relevant proxy form. A proxy need not be a member of the Bank.

(c) To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, shall be delivered to the Bank's Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the 2025 AGM or any adjournment thereof (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.

(d) As set out in the Letter from the Board included in the circular to the Shareholders dated 14 April 2025 (the "Circular"), each of the resolutions set out in this Notice shall be voted on by poll and the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the 2025 AGM. Please refer to the Circular for details of the matters for which the resolutions are concerned.

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(e) The biographical details of all Directors who offer themselves for re-election at the 2025 AGM and an explanatory statement on share buy-back mandate are set out in Appendices 1 and 2 to the Circular, respectively.

(f) The Letter from the Independent Board Committee, the Letter from Gram Capital and general information of the Bank Group are set out in Appendices 3 to 5 to the Circular, respectively.

(g) Details of the proposed amendments to the Articles of Association of the Bank are set out in Appendix 6 to the Circular. The Articles of Association are written in English, and the Chinese version of such proposed amendments as set out in the said Appendix 6 is a translation for reference only. Should there be any discrepancies, the English version shall prevail.

(h) If there is a tropical cyclone warning signal No. 8 or above, a "black" rainstorm warning or "extreme conditions" announced by the Government of the Hong Kong Special Administrative Region is in force in Hong Kong at or at any time after 8:30am on the date of the 2025 AGM, the meeting will be postponed or adjourned. The Bank will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Bank (www.hkbea.com) to notify Shareholders of the date, time and place of the rescheduled meeting.

The 2025 AGM will be held as scheduled when an "amber" or "red" rainstorm warning is in force. Shareholders should make their own decision as to whether they would attend the meeting in person under bad weather conditions, taking into account their own situations.

As at the date of this notice, the Board of Directors of the Bank comprises Dr the Hon. Sir David LI Kwok-poᵉ (Executive Chairman), Professor Arthur LI Kwok-cheung (Deputy Chairman), Dr Allan WONG Chi-yun (Deputy Chairman), Mr Aubrey LI Kwok-sing, Mr Winston LO Yau-lai, Mr Stephen Charles LI Kwok-sze, Mr Adrian David LI Man-kiuᵉ (Co-Chief Executive), Mr Brian David LI Man-bunᵉ (Co-Chief Executive), Dr Daryl NG Win-kong, Mr Masayuki OKU, Dr the Hon. Rita FAN HSU Lai-tai, Mr Meocre LI Kwok-wing, Dr the Hon. Henry TANG Ying-yen, Dr Delman LEE, Mr William Junior Guilherme DOO, Dr David MONG Tak-yeung and Dr Francisco Javier SERRADO TREPAT*.

ᵉ Executive Director
* Non-executive Director
** Independent Non-executive Director