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MTR Corporation Limited Proxy Solicitation & Information Statement 2026

Apr 16, 2026

48915_rns_2026-04-16_6b41c9d8-30af-4fec-9afc-59e68a974b31.pdf

Proxy Solicitation & Information Statement

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Number of shares to which this proxy form relates (Note 1)

MTR

MTR CORPORATION LIMITED

香港鐵路有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 66)

PROXY FORM FOR 2026 ANNUAL GENERAL MEETING (the 'AGM')

I/We, being the registered shareholder(s) of MTR Corporation Limited (the 'Company'), hereby appoint the Chairman of the meeting or the proxy as specified below, to attend and, on a poll, vote for me/us and on my/our behalf at the AGM of the Company to 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. and at any adjournment thereof (and to exercise all rights conferred on proxies under law, regulation and the Articles of Association of the Company). Please refer to the letter dated 17 April 2026 sent together with this form for details.

(Please complete FULL NAME and ADDRESS in BLOCK LETTERS)
Name of Registered Shareholder(s) (Note 2)
Registered Address(es)
Name of Proxy (Note 3)
Address
Email (Note 3)

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM.

Ordinary Resolutions Please (✓) (Note 4)
For Against
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. (a) To re-elect Mr Andrew Clifford Winawer Brandler as a member of the Board of Directors of the Company.
(b) To re-elect Dr Bunny Chan Chung-bun as a member of the Board of Directors of the Company.
(c) To re-elect Ms Sandy Wong Hang-yee as a member of the Board of Directors of the Company.
(d) To re-elect Professor Anna Wong Wai-kwan as a member of the Board of Directors of the Company.
(e) To elect Dr Jacob Kam Chak-pui as a member of the Board of Directors of the Company.
(f) To elect Ms Jeny Yeung Mei-chun as a member of the Board of Directors of the Company.
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.
7. Special business: To grant a general mandate to the Board of Directors of the Company to allot, issue, grant, distribute and otherwise deal with additional shares in the Company, not exceeding ten per cent. of the aggregate number of the shares in issue as at the date of passing of this Resolution.*
8. Special business: To grant a general mandate to the Board of Directors of the Company to buy back shares in the Company, not exceeding ten per cent. of the aggregate number of the shares in issue as at the date of passing of this Resolution.*
9. Special business: To authorise the Board of Directors of the Company to exercise the power contained in Article 135 of the Company's Articles of Association to offer a scrip dividend alternative in respect of some or all of the dividends declared or paid in the period commencing from the date of passing of this Resolution up to and including the Company's annual general meeting which is held in the fifth year after the date on which this Resolution is passed.*
  • The full text of the Resolution is set out in the Notice of the AGM.

Signature _____ (Note 5)

Dated _____ 2026

MTR-17042026-1H(7)


NOTES:

  1. Please insert the number of shares registered in your name(s) to which this form relates. If no number is inserted, this form will be deemed to relate to all the shares of the Company registered in your name(s) (subject always to note 10 below).

  2. This form is for Registered Shareholder(s) only. If you are non-registered shareholder(s), i.e. your shares in the Company are held through banks, securities broker, custodians or other agents (collectively 'Intermediary'), this form is for your information only, you should contact your Intermediary for any doubt as to attendance and/or voting at the AGM.

  3. As a matter of law, you have the right to appoint separate proxies to represent respectively such number of the shares you hold. A proxy need not be a shareholder of the Company, but must attend the AGM in person (whether physically or through the online platform) to represent you. The appointed proxy may exercise all the rights conferred on him/her under law, regulation and the Articles of Association of the Company.

Please insert the full 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. If more than one proxy is appointed, please complete a separate proxy form. If your proxy is to attend the AGM online, please also insert his/her email address. Any changes should be initialed by the person signing this form.

  1. Please indicate how you wish your vote(s) to be cast on a poll by ticking (✓) the appropriate box next to each resolution. In the absence of any such indication, your proxy will vote for or against the resolutions and any other business (including amendments to resolutions) which may properly come before the AGM or will abstain at his/her discretion.

  2. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

By signing this form, you acknowledge and confirm the following:

(i) You are duly authorised by your proxy to provide his/her personal information above;

(ii) The Company and its agents are authorised to send the login details to access the online platform to your proxy through the email address provided above. Neither the Company nor its agents assume any obligation or liability whatsoever in respect of the accuracy or completeness of the information provided, or in connection with the transmission of the login details or any use of the login details for voting or otherwise; and

(iii) Any votes cast by your proxy through the online platform are irrevocable once the voting session ends.

  1. To be valid, this form must be completed and delivered to the Company's Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, 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 holding the AGM (or 24 hours before a poll is taken, if the poll is taken more than 48 hours after it is demanded). If this 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 this form, except that a power of attorney which has already been registered with the Company need not be so delivered.

  2. If more than one valid proxy form is delivered in respect of the same share for use at the AGM, the one which is delivered last (regardless of the date on which it is signed) will be treated as the valid form. If it is not possible to determine the order of delivery, none of the forms will be treated as valid.

  3. Completion and delivery of this form will not preclude you from attending in person and voting at the AGM or any adjournment (whether physically or through the online platform) thereof if you so wish but your proxy's authority to vote on a resolution is to be regarded as revoked if you attend the AGM in person (whether physically or through the online platform) and vote on that particular resolution.

  4. The Company and its Share Registrar will not accept any documents relating to proxies that are submitted through electronic means or by any other data transmission process.

  5. The Company has absolute discretion to deal with any proxy forms including rejecting any form of proxy which is incomplete, improperly completed, illegible, or where it is difficult to ascertain from it the intention of the shareholder making the appointment or where its contents contradict another form of proxy submitted by or on behalf of the same shareholder.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's name, address and/or email address ('Personal Data') is required for the purpose of processing your request for the appointment of proxy and your voting instructions for the AGM (the 'Purposes'). If you fail to provide sufficient and accurate information, we may not be able to process your instructions. We may transfer your and your proxy's Personal Data to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us for the Purposes, and to such parties who are authorised by law to request the information. Your and your proxy's Personal Data will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy has/have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of the Personal Data (Privacy) Ordinance, and any such request should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

By email to: [email protected]

This document is made in English and Chinese. In case of any inconsistency, the English version shall prevail.

References to times and dates in this document are to Hong Kong times and dates.