Midland Holdings Limited — Proxy Solicitation & Information Statement 2014

Jul 15, 2014

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Midland Holdings Limited 美聯集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1200)

Proxy Form for Use at Special General Meeting

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] (the “Company”) hereby appoint the Chairman of the Meeting or [(Note][3)] of

shares of HK$0.10 each of Midland Holdings Limited

as my/our proxy, to act for me/us and on my/our behalf at the special general meeting (“SGM”) of the Company to be held at Rooms 2505–8, 25th Floor, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Friday, 15 August 2014 at 4:00 p.m. and at any adjournment thereof in particular (but without limitation) of such meeting to vote for me/us and in my/our name(s) in respect of the resolutions, with or without modifications, as set out in the notice convening the SGM as indicated below or, if no such indication is given, as my/our proxy thinks fit.

						ORDINARY RESOLUTIONS	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)
		1.	(1)	To limit the basic salary payable to the individual director of the Company
				for each financial year and to provide that any remuneration of the persons
				mentioned therein shall be approved by the remuneration committee.
			(2)	To limit the aggregate basic remuneration payable to all executive and
				non-executive directors of the Company for each financial year.
			(3)	To limit the other compensation payable to all directors of			the Company in a
				financial year.
		2.	To	remove	Ms.	Tang Mei Lai Metty as director of the Company.
		3.	To	remove	Ms.	Wong Ching Yee Angela as director of the Company.
		4.	To	revoke	the general mandate to issue shares granted to the directors of the
			Company on 26 June 2014.

Dated this

day of 2014

Signature [(Note][6)]

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 proxy form relates. If no number is inserted, this proxy form will be deemed to be related 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, 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 PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick (“✔”) either box of a resolution will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the SGM other than those referred to in the notice convening the SGM.

5. The full text of Resolutions 1 to 4 are set out in the notice of the SGM.

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

7. To be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

8. Where there are joint registered holders of any share, any one of such holders may vote at the SGM 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 SGM either personally or by proxy, that one of the said holders so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

9. A member entitled to attend and vote at the SGM is entitled to appoint one proxy or more proxies (if he is a holder of two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company.

10. Completion and deposit of the proxy form will not preclude you from attending and voting at the SGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Abacus Limited (the address stated in note 7 above).

• For identification purpose only