Midea Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 27, 2024

Midea

Midea Group Co., Ltd.
美的集團股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0300)

FORM OF PROXY FOR THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) of (Note 2) H Shares of RMB1.00 each in the share capital of Midea Group Co., Ltd. (the "Company"), hereby appoint the Chairman of the meeting or (Note 3)

of

as my/our proxy(ies) to attend and act for me/us at the 2025 first extraordinary general meeting (the "EGM") of the Company to be held at 2:30 p.m. on Wednesday, 15 January 2025 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province and any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM, and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy(ies) think(s) fit. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 27 December 2024 (the "Circular").

SPECIAL RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2021 Restricted Share Incentive Scheme of the Company.
2.	To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2022 Restricted Share Incentive Scheme of the Company.
3.	To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2023 Restricted Share Incentive Scheme of the Company.

The full text of the above resolutions is set out in the Circular and you are advised to read the Circular in full before appointing your proxy.

Signature(s) (Note 5): ____
Date: ____

Notes:

1. Full name(s) (in Chinese or in English, as shown in the register of members of the Company) and address(es) must be inserted in BLOCK CAPITALS.
2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
3. If any proxy other than the Chairman of the EGM is preferred, please strike out the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "ABSTAIN". Unless you have indicated otherwise in this form of proxy, 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.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign or other authorisation document must be notarised.
6. In case of joint holders of any Share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she/it is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
7. In order to be valid, this form of proxy together with the power of attorney or other authorisation document (if any) must be deposited with the H Share registrar of the Company not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM should he/she/it so wish. The H Share registrar of the Company is Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, the PRC.
8. Shareholders or their proxies attending the EGM shall produce their identity documents.
9. All times refer to Hong Kong local time, except as otherwise stated.