AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Mandarin Oriental International Ltd.

Proxy Solicitation & Information Statement Nov 14, 2025

10822_rns_2025-11-14_686e03e7-51a5-453d-b26c-24de5cda3395.pdf

Proxy Solicitation & Information Statement

Open in Viewer

Opens in native device viewer

{0}------------------------------------------------

Mandarin Oriental International Limited

Form of Proxy A

Court Meeting – 8 December 2025

I/We1
of
hereby appoint the Chair of the Court Meeting or

as my/our proxy to attend, speak and vote on my/our behalf the number of shares indicated

as my/our proxy to attend, speak and vote on my/our behalf the number of shares indicated below at the Court Meeting of the Company to be held on 8 December 2025 at 8:00 a.m. (Bermuda time) and at any adjournment thereof. Before completing this Form of Proxy please read carefully the Notice of Court Meeting set out in the scheme document of the Company dated 14 November 2025 (the "Scheme Document"). By an order of the Supreme Court of Bermuda (the "Court") dated on or around 10 November 2025 made in the matter of the Company and in the matter of the Companies Act 1981, the Court has given permission for a meeting of the Scheme Shareholders (as defined in the Scheme defined further below) to be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Section 99 of the Companies Act 1981 (the "Scheme").

I/We direct that my/our proxy vote as indicated below8

: For Against
1

1 To approve the Scheme between the Company and the Scheme Shareholders.

NOTES:

    1. Please fill in your full name and address in block capitals in the space provided. Only one of the joint holders should be mentioned (but see note 6 below).
    1. Full details of the resolution to be proposed at the Court Meeting are set out in the Notice of Court Meeting which is set out in Part IX of the Scheme Document. Before completing this Form of Proxy, please also read the section entitled 'Action to be taken' set out in the Scheme Document. Terms defined in the Scheme Document shall apply in this Form of Proxy unless the context otherwise requires.
    1. You can appoint the Chair of the Court Meeting or anyone else to be your proxy at the Meeting. The proxy need not be a shareholder of the Company but shall be a natural person. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
    1. To appoint the Chair of the Court Meeting as your sole proxy, do not include a name in the space provided.
    1. To appoint a proxy other than the Chair of the Court Meeting, cross out only the words 'the Chair of the Court Meeting' and insert the name and address of the proxy desired in block capitals in the space provided and initial the alteration.
    1. If more than one joint holder is present at the Meeting personally or by proxy, the vote of the holder present (whether in person or by proxy) whose name stands first in the register in respect of the relevant shares will be accepted to the exclusion of the votes of the other joint holders.
    1. Please insert the number of shares to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form will be deemed to relate to all the shares in the Company which are registered in your name (whether alone or jointly with others).
    1. Please indicate with a tick in the relevant box which way you wish your vote to be cast. Failure to complete either box will entitle your proxy to cast or abstain your vote at his/ her discretion. A proxy will also be entitled to vote at his/her discretion on any motion(s) or resolution(s) properly put to the Court Meeting.
    1. The Chair of the Court Meeting will permit proxies to speak at the Court Meeting.
    1. Entitlement to attend and vote at the Court Meeting and the number of votes which may be cast thereat will be determined by reference to those Scheme Shareholders registered in the register of members of the Company (the "Register") at 8:00 a.m. (Bermuda time), 12:00 p.m. (UK time) or 8:00 p.m. (Singapore time) on 5 December 2025. Changes to entries on the Register after that time shall be disregarded in determining the rights of any person to attend and vote at the Court Meeting.
    1. Corporations must execute under common seal or by an attorney or duly authorised officer.
    1. To be valid this form, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such power or attorney or authority), must be deposited at:
  • a) if you hold your shares in certificated form on the Bermuda principal register of members, Jardine Matheson International Services Limited, P.O. Box HM 1068, Hamilton HM EX, Bermuda not later than 8:00 a.m. (Bermuda time) on 5 December 2025 (or 48 hours before the adjourned Court Meeting, if applicable);
  • b) if you hold your shares in certificated form on the Jersey branch register of members, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom no later than 12:00 p.m. (UK time) on 5 December 2025 (or 48 hours before the adjourned Court Meeting, if applicable);
  • c) if you hold your shares in certificated form on the Singapore branch register of members, Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632, or a scanned copy sent by email to [email protected] not later than 8:00 p.m. (Singapore time) on 5 December 2025 (or 48 hours before the adjourned Court Meeting, if applicable).
    1. In calculating the 48 hours deadline for return of the Form of Proxy for any adjourned Court Meeting, the board of directors may at their discretion determine that no account shall be taken of any part of any date that is not a working day in accordance with the bye-laws.
    1. Completion and return of this form will not preclude you from attending and voting in person at the Court Meeting should you so wish, and in such event the form of proxy will be revoked by operation law.
    1. Any alterations to this form should be initialed.
Signed11 Number of shares to
Date 2025 which this proxy relates7

Talk to a Data Expert

Have a question? We'll get back to you promptly.