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Shui On Land Limited Proxy Solicitation & Information Statement 2026

Apr 23, 2026

49087_rns_2026-04-23_b1c051e3-8194-4ce7-99ee-5ee8be4082c6.pdf

Proxy Solicitation & Information Statement

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瑞安房地產

SHUI ON LAND

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 27 May 2026

I/We $^{(Note1)}$

of

being the registered holder(s) of _____ shares $^{(Note2)}$ of US$0.0025 each in the share capital of Shui On Land Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING $^{(Note3)}$ 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 Concord Room 1, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Wednesday, 27 May 2026 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 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 $^{(Note4)}$:

ORDINARY RESOLUTIONS FOR $^{(Note4)}$ AGAINST $^{(Note4)}$
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 2025.
2. (a) To re-elect Ms. Stephanie B. Y. LO as director of the Company.
(b) To re-elect Mr. Albert K. P. NG as director of the Company.
(c) To re-elect Mr. Anthony J. L. NIGHTINGALE as director of the Company.
(d) To re-elect Mr. Clement K. M. KWOK as director of the Company.
(e) To authorize the Company's board of directors to fix the directors' remuneration.
3. To re-appoint the Company's auditor and to authorize the Company's board of directors to fix their remuneration.
4. (A) To grant a general mandate to the directors to issue and allot additional shares of the Company not exceeding 10% of the aggregate number of the issued shares of the Company (excluding any treasury shares) 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 number of the issued shares of the Company (excluding any treasury shares) at the date of passing this resolution.
(C) To extend the general mandate granted to the directors to issue shares of the Company under resolution no. 4(A) by the number of shares repurchased under resolution no. 4(B).

Dated this __ day of __ 2026

Signature $^{(Note5)}$

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 or the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e., by 3:00 p.m., 25 May 2026 (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.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined under the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"). The supply of your Personal Data and that of your proxy to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this proxy form. Your Personal Data and that of your proxy will be disclosed or transferred to the Company's branch share registrar in Hong Kong, their respective agents or contractors, or any other third-party service providers of the Company for the purpose of processing your instructions as stated in this proxy form, or when it is required to do so by law and will be retained for such period as may be necessary for our verification and record purposes. By providing your proxy's Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used. You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, or by email to [email protected].

  • For identification purposes only