Shui On Land Limited — Proxy Solicitation & Information Statement 2009

Jan 5, 2009

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(Stock Code : 272)

Proxy Form for the Extraordinary General Meeting to be held on 21 January 2009

I/We [(Note][1)]

of

shares [[(Note]][2)] of US$0.0025 each

being the registered holder(s) of shares [[(Note]] of US$0.0025 each in the share capital of Shui On Land Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] or

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong on Wednesday, 21 January 2009 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without modifications) as set out in the notice of the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] .

Ordinary Resolutions For [(Note][4)] Against [(Note][4)] 1 To approve, confirm and ratify the Supplemental Agreement and the continuing connected transactions contemplated thereunder and the new caps for the three financial years ending 31 December 2011. 2 Mr. Louis H. W. WONG be and is hereby re-elected as Director. 3 Mr. Aloysius T. S. LEE be and is hereby re-elected as Director.

Dated this

day of 2009 Signature [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice of Extraordinary General Meeting.

5. This proxy form 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 or other person duly authorised to sign the same.

6. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders be present at the Meeting personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

7. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s place of business in Hong Kong at 34/F., Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof (as the case may be).

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

• for identification purposes only