Midland Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

美聯集團
MIDLAND HOLDINGS

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 Annual General Meeting

I/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$0.10 each in the share capital 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 and on my/our behalf at the annual general meeting (the "AGM") 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 June 2026 at 12:00 noon and at any adjournment thereof and in particular (but without limitation) to attend the AGM and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the AGM as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)
1	To receive and adopt the audited consolidated financial statements and the report of the directors and independent auditor's report for the year ended 31 December 2025.
2	To declare a final dividend of HK6.0 cents per ordinary share of the Company for the year ended 31 December 2025.
3	To declare a special dividend of HK3.0 cents per ordinary share of the Company for the year ended 31 December 2025.
4	(a)	(i) To re-elect Ms. WONG Ching Yi, Angela as director.
		(ii) To re-elect Mr. HO Kwan Tat, Ted as director.
		(iii) To re-elect Mr. LI Wai Keung as director.
	(b)	To authorise the board of directors to fix the directors' remuneration.
5	To re-appoint Messrs. PricewaterhouseCoopers as the auditor of the Company and to authorise the board of directors to fix the remuneration of the auditor.
6	To grant a general mandate to the directors of the Company to buy back the Company's shares.
7	To grant a general mandate to the directors of the Company to issue, allot and otherwise deal with the Company's additional shares (including any sale or transfer of treasury shares, if any).

Dated this __ day of __ 2026

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 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 $(^{}\checkmark^{})$ THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK $(^{}\checkmark^{})$ THE RELEVANT BOX MARKED "AGAINST". Failure to tick $(^{}\checkmark^{})$ 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 discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. 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.
6. In order to be valid, the completed proxy form must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
7. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
8. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or (if he is a holder of two or more shares) more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.
9. Completion and return of the proxy form will not preclude you from attending and voting at the AGM and at any adjournment thereof if you so wish.
10. Please refer to the full text of all the resolutions as set out in the notice of the AGM of the Company dated 30 April 2026.

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 Investor Services Limited (the address stated in note 6 above).