S E A Holdings Limited — Proxy Solicitation & Information Statement 2000

May 4, 2000

THE HONG KONG BUILDING AND LOAN AGENCY LIMITED

(Incorporated in Hong Kong with limited liability)

notice of annual general meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of The Hong Kong Building and Loan Agency Limited (the "Company") will be held at the 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong on 26th May, 2000 at 9:30 a.m. for the following purposes:-

1. To receive and adopt the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st December, 1999.

2. To consider and declare a final dividend of 8 cents per share for the year ended 31st December, 1999.

3. To re-elect the retiring Directors and to authorise the Board of Directors to fix the Directors' remuneration.

4. To consider the re-appointment of Messrs. PricewaterhouseCoopers as auditors of the Company and further to authorize the Board of Directors to fix their remuneration.

5. As special business, to consider and if thought fit, pass, with or without amendments, the following resolutions as Ordinary Resolutions:-

(A) "THAT:-

(a) subject to paragraph (c) below, the exercise by the Directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above, shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as defined in paragraph (d) below), shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:-

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:-

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

(B) "THAT:-

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to purchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;

(c) the aggregate nominal amount of share capital of the Company which is authorised to be purchased by the Directors pursuant to the approval granted in paragraph (a) above during the Relevant Period, shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:-

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:-

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting."

(C) "THAT conditional on the passing of the resolution set out in paragraph 5B of the notice convening this Meeting (the "Notice") and without prejudice to the authority granted by the resolution set out in paragraph 5A of the Notice, the general mandate granted to the Directors to allot and issue additional shares in the capital of the Company pursuant to the resolution set out in paragraph 5A of the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital repurchased by the Company pursuant to the authority granted by the resolution set out in paragraph 5B of the Notice."

1. To transact any other business as may properly be transacted at an Annual General Meeting.

By order of the Board

Chan Wai Lam

Secretary

Hong Kong, 3rd May, 2000

Registered Office:

301, The Chinese Bank Building,

61-65 Des Voeux Road Central,

Hong Kong

Notes:-

1. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more separate proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified true copy thereof) must be deposited at the Company's registered office not less than 48 hours before the time fixed for the holding of the Meeting or adjourned meeting.

3. The register of members of the Company will be closed from 17th May, 2000 to 23rd May, 2000, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the final dividend in respect of the financial year ended 31st December, 1999 all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrars, Tengis Limited of 1601, Hutchison House, Harcourt Road, Central, Hong Kong not later than 4:00 p.m. on 16th May, 2000.

"Please also refer to the published version of this announcement in the Hong Kong Standard"