Shimao Group Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 20, 2008

==> picture [153 x 58] intentionally omitted <==

SHIMAO PROPERTY HOLDINGS LIMITED 世茂房地產控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 813)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Shimao Property Holdings Limited (the “Company”) will be held at Units 4307-12, 43rd Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 11 August 2008 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“THAT :

• (a) the Mandate Agreement (as defined in the circular dated 21 July 2008 (the “Circular”) dispatched to the shareholders of the Company together with this notice of extraordinary general meeting), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for identification purpose, and the transaction contemplated therein be and are hereby generally and unconditionally approved and the directors of the Company be and are hereby authorized to do such things as they may consider necessary to give effect to such transaction;

• (b) the annual cap for the advisory fees or underwriting commission payable by the Company to Morgan Stanley (as defined in the Circular) in respect of any engagement of Morgan Stanley for a transaction set out in the Mandate Agreement as set out in the table below be and is hereby approved, confirmed and ratified:

For the period from the Commencement Date (as defined in

the Circular) to 31 For the year ended For the year ended December 2008 31 December 2009 31 December 2010 Advisory fees cap US$20 million US$20 million US$20 million Underwriting commission cap US$40 million US$40 million US$40 million

— 1 —

• (c) the provision of any uncapped indemnity by the Company to Morgan Stanley in respect of any engagement of Morgan Stanley for a transaction set out in the Mandate Agreement be and is hereby approved, confirmed and ratified.”

By order of the Board Lam Yee Mei, Katherine Company Secretary

Hong Kong, 21 July 2008

Notes:

1. A shareholder of the Company entitled to attend and vote at the extraordinary general meeting (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company.

2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy of that power of attorney or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting (or any adjourned meeting thereof) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting (or any adjourned meeting thereof) should they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.

4. The register of members of the Company will be closed from 7 August 2008 to 11 August 2008 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify to attend the extraordinary general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30pm on 6 August 2008.

As at the date of this notice, the executive directors are Mr. Hui Wing Mau (Chairman), Mr. Hui Sai Tan, Jason (Vice Chairman), Ms. Yao Li, Mr. Ip Wai Shing, Mr. Tang Ping Fai and Mr. Tung Chi Shing and the independent non-executive directors are Ms. Kan Lai Kuen, Alice, Mr. Lu Hong Bing, Mr. Gu Yunchang and Mr. Lam Ching Kam.

— 2 —