S E A Holdings Limited — Proxy Solicitation & Information Statement 2004

Jun 18, 2004

13

THE HONG KONG BUILDING AND LOAN AGENCY LIMITED

香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 145)

FORM OF PROXY

Form of proxy for use at the Extraordinary General Meeting to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 25th June, 2004 at 11:45 a.m.

I/We¹

of

being the registered holder(s) of² _________________________ shares of HK$1.00 each in the share capital of THE HONG KONG BUILDING AND LOAN AGENCY LIMITED (the “Company”) HEREBY APPOINT³

of _________________________ or failing him, the Chairman of the Meeting as my/our proxy to attend on my/our behalf at the Extraordinary General Meeting (or at any adjournment thereof) of the Company to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 25th June, 2004 at 11:45 a.m. for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Extraordinary General Meeting and at the said Meeting to vote for me/us and in my/our name(s) as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Special Resolution	For⁴	Against⁴
Adoption of new articles of association of the Company

Dated this ______________ day of ______________, 2004

Signature(s)⁵ _________________________

Note:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of HK$1.00 each in the share capital of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Full name and address of the proxy desired to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to cast his vote or abstain at his discretion. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than the one referred to in the notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
7. To be valid, this form of proxy, together with the relevant 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 registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting (or any adjourned meeting thereof).
8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.
10. Any alteration made to this form of proxy must be initialed by the person who signs it.