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

MTR CORPORATION LIMITED

香港鐵路有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 66)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of MTR Corporation Limited (the 'Company') will be held as a hybrid meeting at the venue located at Grand Ballroom, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong with online access through an online platform on Wednesday, 27 May 2026 at 11:30 a.m. (the '2026 AGM') for the purpose of transacting the following business:

ORDINARY BUSINESS

(1) To receive the audited Financial Statements and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2025.

(2) To declare a final dividend for the year ended 31 December 2025.

(3) To re-elect/elect retiring members of the Board of Directors of the Company:

(a) Mr Andrew Clifford Winawer Brandler;

(b) Dr Bunny Chan Chung-bun;

(d) Professor Anna Wong Wai-kwan;

(e) Dr Jacob Kam Chak-pui; and

(f) Ms Jeny Yeung Mei-chun.

(4) To elect Ms Mary Huen Wai-yi as a new member of the Board of Directors of the Company.

(5) To elect Mr Michael Wong Yick-kam as a new member of the Board of Directors of the Company.

(6) To re-appoint KPMG as Auditors of the Company and authorise the Board of Directors of the Company to determine their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:

(7) 'THAT:

(A) subject to paragraph (B) below, the exercise by the Board of Directors of the Company (the 'Board') during the Relevant Period of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares, to grant rights to subscribe for, or convert any security into, Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) and to make or grant offers, agreements and options which will or might require such powers to be exercised during or after the end of the Relevant Period, be and is hereby generally and unconditionally APPROVED;

(B) the aggregate number of Shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the Board pursuant to the approval in paragraph (A) above, otherwise than pursuant to:

(i) a Rights Issue; or

(ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the members of the Executive Directorate and/or officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

(iii) the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares; or

(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the Articles of Association of the Company from time to time,

shall not exceed ten per cent. of the aggregate number of Shares in issue as at the date of passing this Resolution 7 (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares in accordance with section 170(2)(e) of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) after the passing of this Resolution 7), and the said approval shall be limited accordingly;

(C) any Shares to be allotted and issued (whether wholly or partly for cash or otherwise) pursuant to the approval in paragraph (A) above shall not be issued at a discount of more than ten per cent. to the Benchmarked Price of such Shares; and

(D) for the purpose of this Resolution 7:

(i) ‘Relevant Period’ means the period from (and including) the date of passing this Resolution 7 until the earlier of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or by law to be held; and

(c) the revocation or variation of the authority given under this Resolution 7 by an ordinary resolution of the shareholders of the Company in general meeting;

(ii) ‘Rights Issue’ means an offer of Shares open for a period fixed by the Board to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company);

(iii) ‘Shares’ means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company; and

(iv) ‘Benchmarked Price’ means the higher of:

(a) the closing price of the Shares as quoted on The Stock Exchange of Hong Kong Limited (the ‘Stock Exchange’) on the date of the agreement involving the proposed issue of the Shares under this Resolution 7; and

(b) the average closing price of the Shares as quoted on the Stock Exchange for the 5 trading days immediately prior to the earlier of the date: (1) of announcement of the proposed transaction or arrangement involving the proposed issue of the Shares; (2) of the agreement involving the proposed issue of Shares; and (3) on which the price of the Shares that are proposed to be issued is fixed.

(8) ‘THAT:

(A) subject to paragraph (B) below, the exercise by the Board during the Relevant Period of all the powers of the Company to buy back Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, in accordance with all applicable laws, including the Hong Kong Code on Share Buy-backs and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and unconditionally APPROVED;

(B) the aggregate number of Shares which may be bought back or agreed conditionally or unconditionally to be bought back pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the aggregate number of the Shares in issue as at the date of passing of this Resolution 8 (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares in accordance with section 170(2)(e) of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) after the passing of this Resolution 8), and the said approval shall be limited accordingly; and

(i) ‘Relevant Period’ means the period from (and including) the passing of this Resolution 8 until the earlier of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or by law to be held; and

(c) the revocation or variation of the authority given under this Resolution 8 by an ordinary resolution of the shareholders of the Company in general meeting; and

(ii) ‘Shares’ means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company.

(9) THAT:

(A) subject to paragraph (B) below, the exercise by the Board of the power contained in Article 135 of the Company's Articles of Association to offer ordinary shareholders the right to choose to receive new ordinary shares in the capital of the Company, which are credited as fully paid up, instead of the whole or a part of their cash dividend, in respect of some or all of the dividends (including, without limitation, any final and/or interim dividends) which may be declared or paid in the period commencing from the passing of this resolution up to and including the annual general meeting of the Company which is held in the fifth year after the date on which this Resolution 9 is passed (including, for any avoidance of doubt, any dividends which may be declared or paid in respect of the financial year ended 31 December 2030), and to take all actions in connection therewith contemplated in such Article, be and is hereby generally and unconditionally AUTHORISED AND APPROVED; and

(B) such power shall be exercised by the Board in accordance with Article 135 of the Company's Articles of Association such that, amongst other things, a shareholder who elects to receive new ordinary shares will be entitled to receive ordinary shares the total relevant value of which is as near as possible to the value of the cash dividend he would otherwise have received, but not more than the value of such cash dividend, such relevant value being calculated in accordance with that Article.

By Order of the Board
Gillian Elizabeth Meller
Company Secretary

Hong Kong, 17 April 2026

Members of the Board: Dr Jacob Kam Chak-pui (Chairman), Jeny Yeung Mei-chun (Chief Executive Officer), Andrew Clifford Winawer Brandler, Dr Bunny Chan Chung-bun, Cheng Yan-kee, Hui Siu-wai, Ayesha Macpherson Lau, Professor Sunny Lee Wai-kwong, Jimmy Ng Wing-ka, Susanna Shen Shuk-ching, Dr Carlson Tong, Sandy Wong Hang-yee, Adrian Wong Koon-man, Professor Anna Wong Wai-kwan, Christopher Hui Ching-yu (Secretary for Financial Services and the Treasury), Secretary for Transport and Logistics (Mable Chan), Permanent Secretary for Development (Works) (Ricky Lau Chun-kit) and Commissioner for Transport (Winnie Tse Wing-yee)**

Members of the Executive Directorate: Jeny Yeung Mei-chun, David Tang Chi-fai, Margaret Cheng Wai-ching, Linda Choy Siu-min, Carl Michael Devlin, Michael George Fitzgerald, Wilson Kwong Wing-tsuen, Gillian Elizabeth Meller and Sammy Wong Kwan-wai

independent non-executive director
** non-executive director

Registered Office: MTR Headquarters Building, Telford Plaza, Kowloon Bay, Kowloon, Hong Kong

Notes:

The 2026 AGM will be held as a hybrid meeting, whereby shareholders of the Company ('Shareholders') may participate in the meeting physically or through an online platform. Shareholders (or proxies) who wish to participate in the meeting through the online platform, please refer to the letter dated 17 April 2026 sent together with this circular for relevant details.
Certain meeting arrangements will be implemented at the venue of the 2026 AGM including, without limitation: (i) seats available for physical attendees being limited, with all other attendees able to attend the meeting online via the online platform; and (ii) eligible attendees having the option to submit questions in advance to the Company by email at [email protected] on or before 20 May 2026. Both physical and virtual attendees will also be able to raise questions (either through the online platform or at the meeting venue) during the Q&A session. The Company will endeavour to answer as many relevant questions as possible at the meeting within the time allotted and, for questions which have not been dealt with at the meeting, the Company will address them afterwards as far as possible.

Any material change in the meeting arrangements will be announced closer to the date of the 2026 AGM.

A Shareholder entitled to attend, speak and vote at the meeting convened by the above notice is entitled to appoint a proxy (or proxies) to attend, speak and, on a poll, vote instead of him. A proxy need not be a Shareholder. Given the limited capacity of the meeting venue, the Company would like to remind Shareholders that physical attendance in person at the 2026 AGM is not necessary for the purpose of exercising their voting rights and recommends Shareholders to participate in the 2026 AGM through the online platform provided or submit their form of proxy as early as possible. The form of proxy can be downloaded from the Company's website (www.mtr.com.hk) or the Stock Exchange's website.
To be valid, a proxy form must be completed and delivered to Computershare Hong Kong Investor Services Limited ('Share Registrar'), as soon as possible and in any event by 11:30 a.m. on 23 May 2026, being at least 48 hours before the time for holding the meeting (or 24 hours before a poll is taken, if the poll is taken more than 48 hours after it is demanded). If a proxy form is signed by an attorney, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or an office copy) must be delivered to the Share Registrar with the proxy form, except that a power of attorney which has already been registered with the Company need not be so delivered.

| Address for delivering the completed proxy form: | Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong |
| --- | --- |

Completion and delivery of a proxy form will not preclude a Shareholder from attending in person and voting at the meeting or any adjournment thereof (whether physically or through the online platform) if a Shareholder so wishes, but a proxy's authority to vote on a resolution is to be regarded as revoked if the Shareholder attends the meeting in person and votes on that particular resolution (whether physically or through the online platform).
Entitlement to attend, speak and vote at the 2026 AGM: The register of members of the Company ('Register of Members') will be closed from Wednesday, 20 May 2026 to Wednesday, 27 May 2026 (both dates inclusive), during which time no transfers of shares in the Company ('Shares') will be effected. To be eligible to attend, speak and vote at the 2026 AGM, all completed transfer documents, accompanied by the relevant share certificates have to be lodged for registration with the Share Registrar no later than 4:30 p.m. on Tuesday, 19 May 2026. The Shareholders whose names appear on the Register of Members on Wednesday, 27 May 2026, the record date of the meeting, will be entitled to attend, speak and vote at the 2026 AGM.

| Address for lodging share transfer documents: | Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong |
| --- | --- |

The Board has recommended to pay a final dividend for the year ended 31 December 2025 (the '2025 Final Dividend') of HK$0.89 per share. If such dividend is declared by the Shareholders by passing Resolution 2, it is expected to be paid on 22 June 2026 to those Shareholders whose names appear on the Register of Members as at the close of business on 5 June 2026, the record date for determining the Shareholders' entitlement to the proposed 2025 Final Dividend.
Entitlement to 2025 Final Dividend: The Register of Members will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both dates inclusive), during which time no transfers of Shares will be effected. To qualify for the proposed 2025 Final Dividend, all completed transfer documents, accompanied by the relevant share certificates have to be lodged for registration with the Share Registrar at the address stated in Note 6 above no later than 4:30 p.m. on Monday, 1 June 2026.

In relation to Resolution 3, six retiring Directors will offer themselves for re-election/election. Mr Andrew Clifford Winawer Brandler, Dr Bunny Chan Chung-bun, Ms Sandy Wong Hang-yee and Professor Anna Wong Wai-kwan will retire from office by rotation at the 2026 AGM pursuant to Articles 91 and 92(a) of the Articles of Association of the Company ('Articles'), and will offer themselves for re-election. Dr Jacob Kam Chak-pui and Ms Jeny Yeung Mei-chun, who were appointed by the Board after the annual general meeting on 21 May 2025, will retire from office at the 2026 AGM pursuant to Article 89 of the Articles, and will offer themselves for election. Details of the retiring Directors who will offer themselves for re-election/ election are set out in Appendix 1 to the circular containing this notice.
In relation to Resolution 4 and Resolution 5, approval is being sought from Shareholders to elect Ms Mary Huen Wai-yi and Mr Michael Wong Yick-kam as new members of the Board. Details of Ms Huen and Mr Wong are set out in Appendix 1 to the circular containing this notice. The Company has received a confirmation from each of them concerning his/her independence as an independent non-executive director ('INED') in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules') and, accordingly, if Ms Huen and Mr Wong are elected as new members of the Board, they will become an INED of the Company.
By Resolution 7, approval is being sought from Shareholders, as a general mandate in compliance with section 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the 'Companies Ordinance') and the Listing Rules, so that in the event it becomes desirable for the Company to issue any new Shares, the Board is given a mandate to allot and issue new Shares up to ten per cent. of the aggregate number of Shares in issue at a discount of not more than ten per cent. to the "Benchmarked Price" as described under the Listing Rules and defined in Resolution 7 (rather than twenty per cent. as allowed by the Listing Rules). The members of the Board wish to state, however, that they have no immediate plans to issue any new Shares, other than pursuant to the Company's scrip dividend scheme proposed for approval by the Shareholders at the Company's 2026 annual general meeting.
In relation to Resolution 8, an explanatory statement (as required by the Listing Rules and the Companies Ordinance) is set out in Appendix 2 to the circular containing this notice.
In relation to Resolution 9, approval is being sought from the Shareholders to authorise the Board to offer a scrip dividend alternative in respect of some or all of the dividends declared or paid in the period up to and including the annual general meeting of the Company which is held in the fifth year after the date on which Resolution 9 is passed (including, for any avoidance of doubt, any dividends which may be declared or paid in respect of the financial year ended 31 December 2030) (the 'Scrip Dividend Scheme').

For the avoidance of doubt, 2025 Final Dividend does not include an option to receive 2025 Final Dividend wholly or partly in new and fully paid Shares in lieu of cash under the Scrip Dividend Scheme.

Shareholders should note that the Auditors are entitled under the Companies Ordinance, to attend the annual general meeting and to be heard (including answering questions) on any part of the business of the meeting which concerns them as Auditors. The Auditors are not responsible for the preparation of the Company's consolidated financial statements. The objective of an audit of consolidated financial statements is to enable the auditors to express an opinion as to whether the consolidated financial statements give a true and fair view in accordance with the applicable financial reporting framework, such as HKFRS Accounting Standards. The Auditors provide reasonable, not absolute, assurance that the Company's consolidated financial statements, taken as a whole, are free from material misstatement.
The registration for attending the 2026 AGM will start at or around 10:30 a.m. on 27 May 2026.
If a Typhoon Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning is in force in Hong Kong, or "extreme conditions" are announced by The Government of the Hong Kong Special Administrative Region at any time between 9:30 a.m. and 11:30 a.m. on the date of the 2026 AGM, the 2026 AGM may be adjourned to a later date and/or time as determined by the Company.

If the 2026 AGM is adjourned, the Company will, if required, post an announcement on the Company's website (www.mtr.com.hk) and on the Stock Exchange's website to notify Shareholders that the 2026 AGM has been adjourned (however, a failure to post such a notice shall not affect the adjournment of the 2026 AGM). Shareholders may also telephone the Share Registrar's hotline on (852) 2862 8648 to enquire about the holding of the 2026 AGM or the adjourned 2026 AGM, if applicable.

When the date, time and location of the adjourned 2026 AGM has been fixed, the Company will post a further announcement on its website and the website of the Stock Exchange to notify the Shareholders of the date, time and location of the adjourned 2026 AGM. The 2026 AGM will still be held as scheduled when an Amber or Red Rainstorm Warning signal and/or a Typhoon Warning Signal No. 3 or below is in force.

The Company is committed to making available meeting facilities to enable all eligible attendees to be able to participate in the annual general meeting. As such, simultaneous Cantonese, Putonghua, English and sign language interpretation will be provided at the 2026 AGM. If any eligible attendees need any other meeting facilities to assist them in participating in the 2026 AGM, please contact the Share Registrar's hotline on (852) 2862 8628 on or before 27 April 2026.
If you experience any technical difficulties or require assistance in using the online platform to join the 2026 AGM or during the 2026 AGM, please contact the Share Registrar's hotline on (852) 2862 8647 from 9:00 a.m. to 1:00 p.m. on 27 May 2026. Please note that the hotline cannot help to record your votes on any of the resolutions.
This notice is in English and Chinese. In case of any inconsistency, the English version shall prevail.
References to time and dates in this document are to Hong Kong time and dates.

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MTR Corporation Limited Proxy Solicitation & Information Statement 2026

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MTR CORPORATION LIMITED

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

Notes:

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MTR Corporation Limited — Proxy Solicitation & Information Statement 2026

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MTR CORPORATION LIMITED

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

Notes:

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