Shui On Land Limited — Proxy Solicitation & Information Statement 2017

Apr 20, 2017

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 Annual General Meeting to be held on 24 May 2017

I/We [(Note][1)] of

shares [[(Note]][2)] of US$0.0025 each in the share capital of Shui On

being the registered holder(s) of shares [[(Note]] of 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 annual general meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Regal Ballroom, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 24 May 2017 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions (with or without modifications) as set out in the notice of thebelowMeeting [(Note][4)] 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

					ORDINARY RESOLUTIONS		FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
	1.	To receive and adopt the audited financial statements of the Company and the reports of the
		directors and the independent auditor for the year ended 31 December 2016.
	2.	To declare a final dividend (with scrip option) for the year ended 31 December 2016.
	3.	(a)	To re-elect Mr. Vincent H. S. LO as director of the Company.
		(b)	To re-elect Professor		Gary C. BIDDLE as director of the Company.
		(c)	To re-elect Mr. David J. SHAW as director of the Company.
		(d)	To authorize the Company’s board of directors to fix the directors’ remuneration.
	4.	To re-appoint the Company’s auditor and to authorize the Company’s board of directors to fix
		their remuneration.
	5.	(A)	To grant a general mandate to the directors to issue and			allot additional shares of the
			Company not exceeding 10% of the aggregate nominal			amount of the issued share
			capital of the Company at the date of passing this resolution.
		(B)	To grant a general mandate to the directors to repurchase shares of the Company not
			exceeding 10% of the aggregate nominal amount of the issued share capital of the
			Company at the date		of passing this resolution.
		(C)	To extend the general mandate granted to the directors to			issue shares under resolution
			no. 5(A) by the number of shares repurchased under resolution no. 5(B).
		(D)	To approve and adopt the New Share Option Scheme (as defined in the notice of the
			Meeting dated	21 April 2017).

Dated this day of 2017 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 the Meeting.

5. This proxy form must be signed by you or your attorney duly authorized 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 authorized 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 appointed for holding the Meeting (i.e. by 3:00 p.m., 22 May 2017 (Hong Kong time)) 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