Midea Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

May 7, 2025

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 2024 ANNUAL 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 2024 annual general meeting (the "AGM") of the Company to be held at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province on Friday, 30 May 2025 at 2:30 p.m., and any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM, 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 7 May 2025 (the "Circular").

RESOLUTIONS (SPECIAL RESOLUTIONS ARE MARKED WITH*)		FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To consider and approve work report of the Board of 2024
2.	To consider and approve final accounts report of 2024
3.	To consider and approve annual report and summary of annual report of 2024
4.	*To consider and approve profit distribution proposal of 2024
5.	*To consider and approve the resolution on Shareholders' return plan for the next three years (2025-2027)
6.	*To consider and approve the plan for the repurchase of the Company's A Shares by way of centralized bidding
7.	*To consider and approve the resolution on the general mandate to repurchase H Shares of the Company
8.	*To consider and approve the resolution on change of use and cancellation of the repurchased A Shares
9.	*To consider and approve the resolution on the general mandate to issue Shares of the Company
10.	To consider and approve the resolution on the 2025 A Share Ownership Plan (draft) and summary
11.	To consider and approve the resolution on the Administrative Measures for 2025 A Share Ownership Plan
12.	To consider and approve the resolution on proposed authorization to the Board by the general meeting to deal with matters relating to 2025 A Share Ownership Plan
13.	To consider and approve the resolution on proposed adoption of the (H Share) Share Award Scheme
14.	To consider and approve the resolution on provision of guarantees for controlled subsidiaries in 2025
15.	To consider and approve the resolution on provision of guarantees for asset pool business of controlled subsidiaries in 2025
16.	To consider and approve the resolution on launch of foreign exchange derivatives business in 2025
17.	To consider and approve the resolution on re-appointment of accounting firms in 2025
18.	To consider and approve the work report of the Supervisory Committee of 2024
19.	*To consider and approve the proposed amendments to the Articles of Association
20.	To consider and approve the proposed amendments to the Rules of Procedure of the Shareholders' General Meeting
21.	To consider and approve the proposed amendments to the Rules of Procedure of the Board of Directors
22.	To consider and approve the proposed amendments to the Work System of Independent Directors
23.	To consider and approve the proposed amendments to the Management System of Related-Party Transactions
24.	To consider and approve the proposed amendments to the Management Measures for Remuneration of Directors, Supervisors and Senior Management
25.	To consider and approve the proposed amendments to the Management Measures for Proceeds

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RESOLUTIONS (SPECIAL RESOLUTIONS ARE MARKED WITH^{9})		FOR^{(Note 4)}	AGAINST^{(Note 4)}	ABSTAIN^{(Note 4)}
26.	To consider and approve the proposed amendments to the System of Making Decisions on External Guarantees
27(1).	*To consider and approve the resolution on the compliance of the Spin-off with the relevant laws and regulations
27(2).	*To consider and approve the resolution on the plan of Annto's initial public offering of H Shares and its listing on the Main Board of the Hong Kong Stock Exchange
27(3).	*To consider and approve the resolution on the proposal on the Spin-off
27(4).	*To consider and approve the resolution on the compliance of the Spin-off with the Spin-off Rules
27(5).	*To consider and approve the resolution on the Spin-off which benefits the safeguarding of legitimate rights and interests of Shareholders and creditors
27(6).	*To consider and approve the resolution on the Company's ability to maintain independence and sustainable operation
27(7).	*To consider and approve the resolution on the capability of Annto to implement regulated operation
27(8).	*To consider and approve the resolution on the explanation on the completeness of and compliance with legal procedures of the Spin-off and the validity of the legal documents submitted
27(9).	*To consider and approve the resolution on the analysis of the objectives, commercial rationality, necessity and feasibility of the Spin-off
27(10).	*To consider and approve the resolution on the provision of assured entitlement to the H Share Shareholders only for the Spin-off
27(11).	*To consider and approve the resolution to be submitted to the AGM on the authorization to the Board and its authorized persons to deal with all matters related to the Spin-off
28(1).	*To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2021 Restricted Share Incentive Scheme
28(2).	*To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2022 Restricted Share Incentive Scheme
28(3).	*To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2023 Restricted Share Incentive Scheme
29.	To consider and approve the proposed issuance of ultra-short-term financing bonds and medium-term notes of the Company in the inter-bank bond market

The above resolutions under No. 27 shall also be passed by an affirmative vote of more than two-thirds of the Company's total voting shares held by Minority Shareholders who are present at the AGM.

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 AGM 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 AGM 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 AGM 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 AGM other than those referred to in the notice convening the AGM.
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 AGM, 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 AGM, 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 AGM 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 AGM 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 AGM shall produce their identity documents.
9. All times refer to Hong Kong local time, except as otherwise stated.