Shui On Land Limited — Proxy Solicitation & Information Statement 2011

Oct 6, 2011

Shui On Land Limited 瑞安房地產有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 272)

Proxy Form for the Extraordinary General Meeting to be held on 31 October 2011

I/We[(Note][1)] of being the registered holder(s) of shares (Note 2) 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 Peacock Room, 1st Floor, Mandarin Oriental Hotel, 5 Connaught Road, Central, Hong Kong, on Monday, 31 October 2011 at 3:30 p.m. for the purposes of considering and, if thought fit, passing the resolution (with or without modifications) as set out in the notice of the Meetingas indicated(thebelow“Notice”)[(Note] and[4)] .atCapitalizedsuch Meetingterms(ordefinedat any adjournmentherein shouldthereof)have theto votesameformeaningme/us asandascribedin my/ourto name(s)them in thein respectNotice.of the resolution

	ORDINARY RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
“THAT:
(a)	the Agreement and the Transactions, including but not limited to the allotment and
	issue of the Initial Consideration Shares and Additional	Consideration Shares (if
	any), be and are hereby approved, confirmed and ratified;
(b)	subject to completion of the Transactions and subject also to the obtaining of the
	approval for the listing of and permission to deal in the Initial Consideration
	Shares or the Additional Consideration Shares (as the case may be) from the Stock
	Exchange, the Directors be and are hereby granted a specific mandate to allot and
	issue, in each case credited as fully paid, the Initial Consideration Shares, being
	613,529,412 ordinary Shares with nominal value of USD0.0025 each in the share
	capital of the Company and the Additional Consideration Shares (if any) in
	accordance with the terms and conditions of the Agreement. For the avoidance of
	doubt, the specific mandate is in addition to, and shall not prejudice nor revoke,
	any general mandate which has been granted to the Directors prior to the passing
	of this resolution; and
(c)	the Directors be and are hereby authorised to do all such acts and things and
	execute such documents and take all steps which in his/their opinion may be
	necessary, desirable or expedient to implement and/or give effect to the Agreement
	and all other transactions contemplated thereunder with any changes as such
	Director(s) may consider necessary, desirable or expedient.”

Dated this day of

2011 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 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 the 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 return 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