Shimao Group Holdings Limited — Proxy Solicitation & Information Statement 2013

May 22, 2013

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

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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 (the “ Meeting ”) of Shimao Property Holdings Limited (the “ Company ”) will be held at Chief Executive Suite III, Level 5, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 17 June 2013 at 11:30 am (or immediately after the conclusion or, as the case maybe, adjournment of the annual general meeting of the Company scheduled at 11:00 am on the same day and at the same place as the Meeting as aforesaid, if later), or any adjournment thereof, for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolution of the Company:

“ THAT subject to and conditional upon (i) the completion of necessary filings relating to the Share Option Incentive Scheme (the “ Scheme ”) of Shanghai Shimao Co., Ltd. (“ Shanghai Shimao ”) made with the China Securities Regulatory Commission of the People’s Republic of China (“ CSRC ”) and CSRC having no objection to the Scheme and (ii) the approval of the shareholders of Shanghai Shimao the adoption of the Scheme, the terms of which have been tabled at the Meeting marked “A” and signed by the chairman of the Meeting for identification purpose, the adoption of the Scheme by Shanghai Shimao be and is hereby approved.”

For and on behalf of the Board Shimao Property Holdings Limited Hui Wing Mau Chiarman

Hong Kong, 23 May 2013

Notes:

1. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting of the Company. A proxy need not be a member of the Company. A proxy of a member who has appointed more than one proxy may only vote on a poll.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorized to sign the same.

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1. Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he or she were solely entitled thereto; but if more than one of such joint holders be present at the Meeting the vote of senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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 notarially certified copy thereof, must be delivered to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at the Meeting or at any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. The register of members of the Company will be closed on Friday, 14 June 2013 and Monday, 17 June 2013, during which period no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 13 June 2013.

4. As at the date hereof, the Board comprises six executive directors, namely Mr. Hui Wing Mau (Chairman), Mr. Hui Sai Tan, Jason (Vice Chairman), Mr. Liu Sai Fei, Mr. Xu Younong, Ms. Tang Fei and Mr. Liao Lujiang; and three independent non-executive directors, namely Ms. Kan Lai Kuen, Alice, Mr. Lu Hong Bing and Mr. Lam Ching Kam.

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