Midland Holdings Limited — Proxy Solicitation & Information Statement 2012

Sep 17, 2012

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MIDLAND HOLDINGS LIMITED 美聯集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Form of Proxy for use at Special General Meeting

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)]

shares of HK$0.10 each of Midland Holdings Limited

(the “Company”) hereby appoint the Chairman of the Meeting or [(Note 3)]

of

as my/our proxy to act for me/us at the special general meeting (or at any adjournment thereof) of the Company, to be held at Rooms 2505-8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Monday, 8 October 2012 at 12:00 noon for the purposes of considering the resolution set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereinafter indicated, and if no such indication is given as my/our proxy thinks fit and on any other resolution properly put to the meeting.

ORDINARY RESOLUTION	FOR(Note 4)	AGAINST(Note 4)
To fix the maximum number of directors of the Company at eleven.

Date: 2012.

Signature: [(note 5)]

Notes:

1. Full name(s) and address(es) to 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 the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting 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. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (“ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK (“ ”) IN THE BOX MARKED “AGAINST” . Failure to tick (“ ”) either box of the resolution will entitle your proxy to cast your vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time for holding the special general meeting or any adjourned meeting.

7. Where there are joint registered holders of any share, any one of such holders may vote at the special general meeting either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the special general meeting either personally or by proxy, that one of the said holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

8. A member entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies to attend and on a poll, vote on his behalf. A proxy need not be a member of the Company.

9. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting if you so wish.

10. For identification purposes only