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

Oct 30, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Midea Group Co., Ltd. , you should at once hand this circular, together with the form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

All capitalised terms used in this circular have the meanings set out in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 3 to 5 of this circular.

The Company will convene the EGM at 2:30 p.m. on Tuesday, 19 November 2024 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province. The notice convening the EGM is set out on pages N-1 to N-2 of this circular.

A form of proxy for use at the EGM is published on the website of the HKEX ( www.hkexnews.hk ) and the website of the Company ( www.midea.com.cn ). If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

30 October 2024

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Proposed Amendments to the Articles of Association. . . . .	6
Notice of the 2024 Third Extraordinary General Meeting. . . . . . . . . . . . . . . . . . .	N-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “A Share(s)”

ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are listed and traded on the Shenzhen Stock Exchange

• “Articles of Association”

the articles of association of our Company, as amended from time to time

• “Board” or “Board of Directors” the board of Directors of our Company

• “Company”, “our Company”, or “the Company”

• Midea Group Co., Ltd. (美的集團股份有限公司), a joint stock company incorporated in the PRC with limited liability on 7 April 2000, the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 0300) and the Shenzhen Stock Exchange (stock code: 000333), respectively

• “Director(s)” the director(s) of our Company

• “EGM” the 2024 third extraordinary general meeting of the Company to be held at 2:30 p.m. on Tuesday, 19 November 2024 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province or any adjournment thereof

• “H Share(s)” ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are listed and traded on the Hong Kong Stock Exchange

• “HKEX” Hong Kong Exchanges and Clearing Limited

• “HK” or “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “PRC” or “China” the People’s Republic of China

– 1 –

DEFINITIONS

“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) in the share capital of our Company,
	with a nominal value of RMB1.00 each, comprising A
	Shares and H Shares
“Shareholder(s)”	holder(s) of the Shares

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. Fang Hongbo (方洪波) (Chairman of the Board and Chief Executive Officer)

Mr. Wang Jianguo (王建國) Mr. Fu Yongjun (伏擁軍) Dr. Gu Yanmin (顧炎民) Mr. Guan Jinwei (管金偉)

Registered Office and Headquarters in Mainland China:

Midea Headquarters Building No. 6 Midea Avenue, Beijiao Town Shunde District Foshan, Guangdong Province China

Non-executive Director:

Mr. Zhao Jun (趙軍)

Independent non-executive Directors:

Dr. Xiao Geng (肖耿) Dr. Xu Dingbo (許定波) Dr. Liu Qiao (劉俏) Dr. Qiu Lili (邱鋰力)

Principal Place of Business in Hong Kong:

5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

30 October 2024

To the Shareholders,

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to give you the notice of the EGM and the detailed information regarding the special resolution to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against the special resolution proposed at the EGM.

– 3 –

LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A special resolution regarding proposed amendments to the Articles of Association will be proposed at the EGM.

Reference is made to the announcement of the Company dated 30 October 2024 in relation to the proposed amendments to the Articles of Association. In order to reflect the final results of the issuance of H Shares, and in accordance with the requirements of the Company Law of the People’s Republic of China (2023 Revision) (《中華人民共和國公司法(2023年修 訂)》), the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》) and other applicable laws and regulations and in light of the Company’s actual situation, the Board, at the fourth meeting of the fifth session, proposed to make corresponding amendments to the relevant provisions of the Articles of Association. Details of the proposed amendments are set forth in Appendix I to this circular. Except for the proposed amendments set forth in Appendix I to this circular, all other provisions of the Articles of Association remain unchanged.

The proposed amendments are subject to the approval of the Shareholders by way of a special resolution at the EGM.

III. NOTICE OF THE EGM

The EGM will be held at 2:30 p.m. on Tuesday, 19 November 2024 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province. The notice convening the EGM is set out on pages N-1 to N-2 of this circular. The above documents and the proxy of form for use at the EGM are published on the website of the HKEX ( www.hkexnews.hk ) and the website of the Company ( www.midea.com.cn ).

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting in respect of, the special resolution to be proposed at the EGM.

Shareholders who intend to appoint a proxy to attend the EGM are required to complete and return the form of proxy to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

– 4 –

LETTER FROM THE BOARD

IV. CLOSURE OF REGISTER OF MEMBERS

In order to determine the Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Thursday, 14 November 2024 to Tuesday, 19 November 2024, both days inclusive, during which period no transfer of the H Shares will be registered.

In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers of Shares have not been registered shall lodge the transfer instruments together with the relevant share certificates with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 13 November 2024.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolution set out in the notice of the EGM will be taken by poll. The poll results will be announced by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.

VI. RECOMMENDATION

The Board considers that the special resolution in relation to the proposed amendments to the Articles of Association to be proposed at the EGM is in the best interest of the Company and its Shareholders. Therefore, the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

Yours faithfully, By order of the Board Midea Group Co., Ltd. Mr. Fang Hongbo

Chairman, Executive Director and Chief Executive Officer

– 5 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Details of the proposed amendments to the Articles of Association are as follows:

	Original articles	Original articles
	Article 3 Pursuant to the approval by the China Securities Regulatory Commission (the “CSRC”) on 29 July 2013, the Company was listed on the Shenzhen Stock Exchange (the “Shenzhen Stock Exchange”) on 18 September 2013 by way of issuance of 686,323,389 RMB- denominated ordinary shares in the then GD Midea Holding Co., Ltd to its public shareholders other than the Company to absorb and merge GD Midea Holding Co., Ltd. through share swap. Upon the filing with the CSRC on [●], the Company issued [●] overseas listed foreign shares in Hong Kong (the “H Shares”), and the aforementioned H Shares were listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) on [●].
	Article 6 The registered capital of the Company is RMB6,968,950,724.	Article 6 The the Company 7,655,673,083.
	Article 8 The chairman of the Board of Directors shall be the legal representative of the Company.

– 6 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles Article 20 Upon the completion of the initial public offering of the H Shares (assuming that the Over-allotment Option is not exercised), the total issued share capital of the Company comprises [●] shares, all of which are ordinary shares, including 6,968,950,724 A ordinary shares, representing [●]% of the total issued share capital of the Company, and [●] H ordinary shares, representing [●]% of the total issued share capital of the Company.

Article 28 Shares of the Company held by the promotors shall not be transferred within one year from the date of incorporation of the Company. Shares of the Company that were issued prior to a public offering shall not be transferred within one year from the date on which shares of the Company are listed and traded on the stock exchange.

The directors, supervisors and members of the senior management of the Company shall declare to the Company their shareholdings in the Company and the changes therein. The shares transferred each year during their term of office shall not exceed 25% of the total number of shares they held in the Company. The shares in the Company held by them shall not be transferred within one year from the date on which the Company’s shares are listed for trading. The shares in the Company held by them shall not be transferred within half a year from the date on which they cease to be employed by the Company.

Where the listing rules of the places where the Company’s shares are listed provide otherwise in respect of the restrictions on the transfer of shares, such rules shall prevail.

Amended articles Article 20 Upon the completion of the ~~initial~~ public offering of the H Shares ( ~~assuming that~~ after the full exercise of the Overallotment Option ~~is not exercised~~ ), the total issued share capital of the Company comprises ~~[●]~~ 7,655,673,083 shares, all of which are ordinary shares, including ~~6,968,950,724~~ ~~7~~ ,004,824,583 A ordinary shares, representing ~~[●]~~ 91.50 % of the total issued share capital of the Company, and ~~[●]~~ 650,848,500 H ordinary shares, representing ~~[●]~~ 8.50 % of the total issued share capital of the Company. Article 28 Shares of the Company held by the promotors shall not be transferred within one year from the date of incorporation of the Company. Shares of the Company that were issued prior to a public offering shall not be transferred within one year from the date on which shares of the Company are listed and traded on the stock exchange. If laws, administrative regulations or the securities regulatory authorities under the State Council make other provisions regarding the transfer of shares held by the Company’s shareholders or de facto controllers, such provisions shall prevail.

The directors, supervisors and members of the senior management of the Company shall declare to the Company their shareholdings in the Company and the changes therein. The shares transferred each year during their term of office determined upon them taking office shall not exceed 25% of the total number of shares they held in the Company. The shares in the Company held by them shall not be transferred within one year from the date on which the Company’s shares are listed for trading. The shares in the Company held by them shall not be transferred within half a year from the date on which they cease to be employed by the Company.

Where the listing rules of the places where the Company’s shares are listed provide otherwise in respect of the restrictions on the transfer of shares, such rules shall prevail.

– 7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
Article 32The rights of our shareholders are as follows: ... (V) To read these Articles of Association, the register of shareholders, Company bond stubs, shareholders’ general meeting minutes, resolutions of meetings of the Board of Directors, resolutions of meetings of the Supervisory Committee and financial and accounting reports; ...	Article 32The rights of our shareholders are as follows: ... (V) To read or replicate these Articles of Association, the register of shareholders, ~~Company bond stubs, ~~shareholders’ general meeting minutes, resolutions of meetings of the Board of Directors, resolutions of meetings of the Supervisory Committee and financial and accounting reports; ...
Article 55 The convener will inform each shareholder of the upcoming annual general meeting in writing (including by way of announcement) 21 days before the meeting, and will inform each shareholder of the upcoming extraordinary general meeting in writing (including by way of announcement) 15 days before the meeting.	Article 55 The convener will inform each shareholder of the upcoming annual general meeting in writing (including by way of announcement) 21 days before the meeting, and will inform each shareholder of the upcoming extraordinary general meeting in writing (including by way of announcement) 15 days before the meeting.

When the Company is arranging a shareholders’ general meeting where shareholders may participate online or by other means, after the Company has issued the notice of the shareholders’ general meeting, it shall issue a reminder by way of announcement within three days after the date of shareholding registration.

~~When the Company is arranging a shareholders’ general meeting where shareholders may participate online or by other means, after the Company has issued the notice of the shareholders’ general meeting, it shall issue a reminder by way of announcement within three days after the date of shareholding registration.~~

– 8 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles		Amended articles
Article 106 The Company may have		Article 106 The Company may have
independent directors, and the number of		independent directors, and the number of
independent directors shall be not less than		independent directors shall be not less than
three and account for at least one-third of the		three and account for at least one-third of the
Board of Directors. Independent directors		Board of Directors. Independent directors
shall be independent and shall not have		shall be independent and shall not have
relationships with the Company and	its	relationships with the Company and	its
substantial shareholders that may hinder		substantial shareholders that may hinder
their independent and objective judgment.		their independent and objective judgment.
...		...
The independent directors shall express their		~~The independent directors shall express their~~
independent opinions on the following major		~~independent opinions on the following major~~
matters of the listed Company:		~~matters of the listed Company:~~
(I) Nomination, appointment and removal of		~~(I) Nomination, appointment and removal of~~
directors;		~~directors;~~
(II) Hiring and dismissal of senior		~~(II)~~ ~~Hiring~~ ~~and~~ ~~dismissal~~ ~~of~~ ~~senior~~
management;		~~management;~~
(III) Remuneration of directors and senior		~~(III) Remuneration of directors and senior~~
management;		~~management;~~

– 9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles

Amended articles

(IV) Engagement and dismissal of accounting firms; (V) Changes in accounting policies, accounting estimates or correction of significant accounting errors due to reasons other than changes in accounting standards; (VI) Non-standard unqualified audit opinions issued by the accounting firm for financial and accounting reports and internal control of the Company;

~~(IV)~~ ~~Engagement~~ ~~and~~ ~~dismissal~~ ~~of~~ ~~accounting firms;~~ ~~(V)~~ ~~Changes~~ ~~in~~ ~~accounting~~ ~~policies,~~ ~~accounting~~ ~~estimates~~ ~~or~~ ~~correction~~ ~~of~~ ~~significant accounting errors due to reasons~~ ~~other than changes in accounting standards;~~ ~~(VI)~~ ~~Non-standard~~ ~~unqualified~~ ~~audit~~ ~~opinions issued by the accounting firm for~~ ~~financial and accounting reports and internal~~ ~~control of the Company;~~

(VII) Evaluation report on internal controls;

~~(VII) Evaluation report on internal controls;~~

(VIII) Proposals on changes in undertakings of the relevant parties;

~~(VIII) Proposals on changes in undertakings of the relevant parties;~~

(IX) Impact of issuance of preference shares on the interests of various classes of shareholders of the Company;

(X) The formulation, adjustment, decisionmaking procedures, implementation and information disclosure of the Company’s cash dividend policy, and whether the profit distribution policy may prejudice the legitimate rights and interests of small and medium investors;

(XI) Major matters that need to be submitted to the Board of Directors for consideration, such as related transactions, provision of guarantees (except provision of guarantees to subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, matters related to the use of raised funds, changes in accounting policies initiated by the Company, investments in stocks and their derivatives, etc.;

~~(IX) Impact of issuance of preference shares on the interests of various classes of shareholders of the Company; (X) The formulation, adjustment, decisionmaking procedures, implementation and information disclosure of the Company’s cash dividend policy, and whether the profit distribution policy may prejudice the legitimate rights and interests of small and medium investors; (XI) Major matters that need to be submitted to the Board of Directors for consideration, such as related transactions, provision of guarantees (except provision of guarantees to subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, matters related to the use of raised funds, changes in accounting policies initiated by the Company, investments in stocks and their derivatives, etc.;~~

(XII) Major asset restructuring plans, management acquisitions, equity incentive schemes, employee stock ownership plans, share repurchase plans, and plans to offset debts with assets by related parties of the listed Company;

~~(XII) Major asset restructuring plans, management acquisitions, equity incentive schemes, employee stock ownership plans, share repurchase plans, and plans to offset debts with assets by related parties of the listed Company;~~

– 10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
(XIII) The Company intends to decide that its shares will no longer be traded on the Shenzhen Stock Exchange and/or the Hong Kong Stock Exchange; (XIV) Matters that the independent directors believe may prejudice the legitimate rights and interests of small and medium shareholders; (XV) Other matters stipulated by relevant laws, administrative regulations, departmental rules, regulatory documents, rules of stock exchanges and the Articles of Association. The types of independent opinions expressed by independent directors include consent, qualified opinions and their reasons, dissenting opinions and their reasons, and the inability to express opinions and the obstacles. The opinions expressed shall be definite and clear. ...	~~(XIII) The Company intends to decide that~~ ~~its shares will no longer be traded on the~~ ~~Shenzhen Stock Exchange and/or the Hong~~ ~~Kong Stock Exchange;~~ ~~(XIV) Matters that the independent directors~~ ~~believe may prejudice the legitimate rights~~ ~~and~~ ~~interests~~ ~~of~~ ~~small~~ ~~and~~ ~~medium~~ ~~shareholders;~~ ~~(XV) Other matters stipulated by relevant~~ ~~laws,~~ ~~administrative~~ ~~regulations,~~ ~~departmental rules, regulatory documents,~~ ~~rules of stock exchanges and the Articles of~~ ~~Association.~~ ~~The types of independent opinions expressed~~ ~~by independent directors include consent,~~ ~~qualified~~ ~~opinions~~ ~~and~~ ~~their~~ ~~reasons,~~ ~~dissenting opinions and their reasons, and~~ ~~the inability to express opinions and the~~ ~~obstacles. The opinions expressed shall be~~ ~~definite and clear.~~ ...
Article 145 The Supervisory Committee shall exercise the following functions and powers: ... (VII) to initiate legal proceedings against the directors and members of the senior management in accordance with section 151 of the Company Law; ...	Article 145 The Supervisory Committee shall exercise the following functions and powers: ... (VII) to initiate legal proceedings against the directors and members of the senior management in accordance with ~~section~~ ~~151~~~~t~~he relevant requirements of the Company Law; ...

– 11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles

Article 159 Procedures for considering the profit distribution proposal of the Company:

Amended articles Article 159 Procedures for considering the profit distribution proposal of the Company:

... ...

(II) When the Board of Directors considers the profit distribution proposal and the three-year shareholder return plan, it must be approved by more than half of all directors. Independent directors shall express independent opinions on the profit distribution proposal. When the Board of Directors considers the profit distribution proposal, the Company shall record in detail the management’s suggestions, key points of the speeches of the attending directors, opinions of independent directors, and the details of voting by the Board of Directors, and such records shall be properly kept as company files.

...

(V) When the Company does not distribute cash dividends due to material investment plans or material cash expenditure, the Board of Directors shall provide an explanation on matters such as the specific reasons for not distributing cash dividends, the exact purpose of the Company’s retained earnings, and the expected investment returns. After the independent directors express their opinions, they shall be submitted to the shareholders’ general meeting for consideration and be disclosed on the Company’s designated media.

(II) When the Board of Directors considers the profit distribution proposal and the three-year shareholder return plan, it must be approved by more than half of all directors. ~~Independent directors shall express independent opinions on the profit distribution proposal. W~~ hen the Board of Directors considers the profit distribution proposal, the Company shall record in detail the management’s suggestions, key points of the speeches of the attending directors, ~~opinions of independent directors,~~ and the details of voting by the Board of Directors, and such records shall be properly kept as company files. If an independent director believes that a specific cash dividend plan may prejudice the interests of the Company or its minority shareholders, such independent director shall be entitled to express independent opinions. If the Board of Directors does not adopt or fully adopt the independent director’s opinions, the Board of Directors shall disclose the independent director’s opinions and the specific reasons for not adopting or not fully adopting such opinions in the announcement of the resolution of the Board of Directors.

...

(V) When the Company does not distribute cash dividends due to material investment plans or material cash expenditure, the Board of Directors shall provide an explanation on matters such as the specific reasons for not distributing cash dividends, the exact purpose of the Company’s retained earnings, and the expected investment returns ~~. After the independent directors express their opinions, they~~ , which shall be submitted to the shareholders’ general meeting for consideration and be disclosed on the Company’s designated media.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Original articles	Amended articles Article 205 ~~Upon~~ ~~consideration~~ ~~and~~ ~~approval~~ ~~by~~ ~~the~~ ~~shareholders’~~ ~~general~~ ~~meeting, t~~The Articles of Association shall take effect from the date of consideration and approval by the shareholders’ general meeting~~listing~~ ~~of~~ ~~the~~ ~~H~~ ~~Shares~~ ~~of~~ ~~the~~ ~~Company~~ ~~on~~ ~~the~~ ~~Hong~~ ~~Kong~~ ~~Stock~~ ~~Exchange.~~
	Article 205 Upon consideration and approval by the shareholders’ general meeting, the Articles of Association shall take effect from the date of listing of the H Shares of the Company on the Hong Kong Stock Exchange.

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NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

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.

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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)

NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 third extraordinary general meeting (the “ EGM ”) of Midea Group Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Tuesday, 19 November 2024 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province, the People’s Republic of China, for the purpose of considering and, if thought fit, approving the following resolution. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 30 October 2024.

SPECIAL RESOLUTION

1. To consider and approve the Amendments to the Articles of Association (October 2024).

By order of the Board Midea Group Co., Ltd. Mr. Fang Hongbo Chairman, Executive Director and Chief Executive Officer

Hong Kong, 30 October 2024

As at the date of this notice, the Board comprises: (i) Mr. Fang Hongbo, Mr. Wang Jianguo, Mr. Fu Yongjun, Dr. Gu Yanmin and Mr. Guan Jinwei as executive Directors; (ii) Mr. Zhao Jun as non-executive Director; and (iii) Dr. Xiao Geng, Dr. Xu Dingbo, Dr. Liu Qiao and Dr. Qiu Lili as independent non-executive Directors.

– N-1 –

NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

Notes:

1. Resolution to be submitted at the EGM shall be voted on by poll.

2. In order to determine the Shareholders’ entitlement to attend the EGM, the register of members of the Company will be closed from Thursday, 14 November 2024 to Tuesday, 19 November 2024, both days inclusive, during which period no transfer of the H Shares will be registered. In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers of Shares have not been registered shall lodge the transfer instruments together with the relevant share certificates with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 13 November 2024.

3. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.

4. The form of proxy must be signed by the Shareholder or by an authorised person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a director or duly authorised attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

5. In order to be valid, in the case of holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorisation document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorisation document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wish.

6. Shareholders or their proxies attending the EGM shall produce their identity documents.

7. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

8. All times refer to Hong Kong local time, except as otherwise stated.

– N-2 –