Y. T. Realty Group Limited — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Y. T. Realty Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

湖大地產集團有限公司

Y.T. REALTY GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00075)

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of Y. T. Realty Group Limited (the "Company") to be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 10 June 2026 at 11:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.

If you wish to appoint proxy(ies), you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof, as the case may be, to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so desire and in such event, the proxy appointment will be regarded as revoked.

• For identification purposes only

28 April 2026

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CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD

1. INTRODUCTION ... 3
2. RE-ELECTION OF DIRECTORS ... 3
3. ESTIMATED AUDIT FEE ... 4
4. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES ... 4
5. ANNUAL GENERAL MEETING ... 5
6. RECOMMENDATIONS ... 5
7. RESPONSIBILITY STATEMENT ... 5

APPENDIX I — PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION ... I-1

APPENDIX II — EXPLANATORY STATEMENT ON BUY-BACK MANDATE ... II-1

NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

Should there be any discrepancy between the English and Chinese versions, the English version shall prevail.

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"
the annual general meeting of the Company to be convened at Boardroom 3–4, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 10 June 2026 at 11:00 a.m.

"Audit Committee"
the audit committee of the Company

"Board"
the board of Director(s)

"Buy-back Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to buy back Shares up to a maximum of 10% of the issued Shares (excluding treasury shares) as at the date of passing the relevant resolution

"Bye-laws"
the bye-laws of the Company as amended and restated, supplemented or modified from time to time

"Company"
Y. T. Realty Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 00075)

"Director(s)"
the director(s) of the Company

"Extension Mandate"
a general mandate proposed to be granted to the Directors at the AGM to extend the Issue Mandate by an amount representing the aggregate number of the Shares bought back under the Buy-back Mandate which shall be no more than 10% of the issued Shares (excluding treasury shares) as at the date of passing the relevant resolution

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the issued Shares (excluding treasury shares) as at the date of passing the relevant resolution

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DEFINITIONS

"Latest Practicable Date"
21 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Nomination Committee"
the nomination committee of the Company

"Notice of AGM"
the notice convening the AGM set out on pages AGM-1 to AGM-5 of this circular

"Remuneration Committee"
the remuneration committee of the Company

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of HK$0.10 each in the share capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeover Code"
The Codes on Takeovers and Mergers and Share Buy-backs

"treasury shares"
the meaning as ascribed thereto under the Listing Rules

"$"
Hong Kong dollar, lawful currency of Hong Kong

"%"
per cent

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LETTER FROM THE BOARD

湖太地產集團有限公司* Y.T. REALTY GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00075)

Executive Director

WONG Hy Sky

(former English name: Huang Yun)

(Chairman and Managing Director)

LIU Jie

LI Li

Independent Non-executive Director

LUK Yu King, James

LEUNG Yu Ming, Steven

LAI Degang

Registered office

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal place of business in Hong Kong

Room 2805, 28/F

China Resources Building

26 Harbour Road

Wanchai

Hong Kong

28 April 2026

To Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the Notice of AGM and information regarding the following proposals to be put forward for Shareholders' approval in the AGM amongst other, (i) the re-election of Directors; and (ii) the grant of the Buy-back Mandate, the Issue Mandate and the Extension Mandate.

2. RE-ELECTION OF DIRECTORS

Mr. Wong Hy Sky ("Mr. Wong") and Mr. Leung Yu Ming, Steven ("Mr. Leung") will hold office until the AGM. Mr. Wong and Mr. Leung, being eligible, offer themselves for re-election at the AGM in accordance with Bye-laws 84 and 83(2). Their proposed re-election will be considered by separate resolutions.

• For identification purposes only

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LETTER FROM THE BOARD

Mr. Leung has served the Board as independent non-executive Director for more than 9 years. The Nomination Committee, having reviewed and assessed his independence based on the independence criteria set out within Rule 3.13 of the Listing Rules and his annual confirmation of independence, has considered him to be still independent notwithstanding his long service to the Company. The Nomination Committee is also satisfied that Mr. Leung possess the required character, integrity and experience to continue to fulfil the role of independent non-executive Director.

The Nomination Committee has further considered the suitability of Mr. Leung for re-appointment as Directors against the criteria described in the nomination policy and the board diversity policy adopted by the Company, and has formed the view that he continues to contribute effectively to the operation of the Board and is committed to his role. The Nomination Committee has therefore recommended, and the Board has accepted the Nomination Committee's recommendation of, the re-appointment of Mr. Leung as an independent non-executive Director by means of a separate resolution to be voted on by Shareholders in the AGM.

Particulars of Mr. Wong and Mr. Leung are set out in Appendix I to this circular.

3. ESTIMATED AUDIT FEE

The estimated audit fee for audit services in respect of the financial year ending 31 December 2026 is expected to be within the range of approximately HK$1.6 million to HK$1.9 million. Such estimated audit fee range has been agreed with Ernst & Young taking into account a number of factors, including the scope and extent of the audit work required for the Group having regard to the expansion of the Group's operations of property development projects, as well as the level of audit effort and resources to be deployed in light of the Group's continued operations. Such estimated audit fee range is also arrived at on the assumption that the scope of work undertaken will not materially deviate from that preliminarily agreed between the parties.

4. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

At the last annual general meeting of the Company held on 27 May 2025, the Directors were granted a general mandate to allot, issue and otherwise deal with Shares and a general mandate to repurchase Shares. These mandates expire at the conclusion of the AGM. The Directors propose to seek your approval at the AGM for the grant of:

(a) the Buy-back Mandate to repurchase Shares up to a maximum of 10% of the Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution;

(b) the Issue Mandate to issue Shares up to a maximum of 20% of the Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution; and

(c) the Extension Mandate.

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LETTER FROM THE BOARD

On the basis of 799,557,415 Shares in issue as at the Latest Practicable Date and assuming that no Shares would be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, if the Issue Mandate referred to above is exercised in full, it will result in the Directors being authorised to issue, allot and deal with a maximum of 159,911,483 Shares.

An explanatory statement on the Buy-back Mandate is set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

The Notice of AGM is set out on pages AGM-1 to AGM-5 of this circular. At the AGM, resolutions will be proposed to Shareholders to consider and, if thought fit, to approve the reelection of Directors, the grant of the Buy-back Mandate, the Issue Mandate, the Extension Mandate and the other ordinary business set out in the Notice of AGM.

A form of proxy for use at the AGM is enclosed. Shareholders are requested to read the Notice of AGM. If you wish to appoint proxy(ies), you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof, as the case may be, to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned AGM should you so desire and in such event, the proxy appointment will be regarded as revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

6. RECOMMENDATIONS

The Board considers that the resolutions set out in the Notice of AGM are in the interests of the Company and the Shareholders as a whole and recommends that you vote in favour of all such resolutions at the AGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in

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LETTER FROM THE BOARD

this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,
For and on behalf of
Y. T. Realty Group Limited
Wong Hy Sky
Chairman and Managing Director

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APPENDIX I

PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Wong Hy Sky, (former English name: Huang Yun), aged 54, was appointed as Executive Director of the Company on 15 October 2019 and has further assumed the roles of Chairman and Managing Director of the Company since 10 November 2021. He is a member of the Executive Committee and the Remuneration Committee of the Company, as well as a member and chairman of the Nomination Committee of the Company. He also holds directorships in certain other members of the Group. Mr. Wong has more than 20 years of extensive experience in investments, operations and business management, and is particularly passionate about promoting enterprise innovation. He is a pragmatic entrepreneur and has experience in forming joint ventures with large enterprises to jointly operate and develop the markets. He has engaged in various businesses including comprehensive large-scale real estate development, infrastructure construction, oil and natural gases, and fast-moving consumer goods.

Save as disclosed above, Mr. Wong does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor does he hold any positions with the Group, nor did he hold directorships in any other public listed companies in Hong Kong or overseas in the last three years. As at the Latest Practicable Date, Mr. Wong owned 88,000,000 Shares and was deemed to be interested in the 79,772,000 Shares held by Hong Kong Petrochemical Industrial Group Limited within the meaning of Part XV of the SFO. Mr. Wong has a service contract with the Company made subsequent to his appointment, which is terminable on not less than one month's notice in writing served by either party. In addition, he is subject to retirement by rotation, removal, vacation or termination of the office as a Director, and disqualification to act as a Director in the manner specified in the Bye-laws, applicable laws and the Listing Rules. Mr. Wong is entitled to a salary of $230,000 per month, year-end payment prorated for any incomplete year of service, and an annual discretionary bonus (if any), subject to annual assessment. His emoluments are determined by the Remuneration Committee with reference to his experience, duties and responsibilities within the Company as well as the Company's performance and prevailing market conditions. Such emoluments will be reviewed annually by the Remuneration Committee.

Save as disclosed above, there are no other matters concerning Mr. Wong that need to be brought to the attention of Shareholders, nor is there any information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• I-1 -

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APPENDIX I

PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Leung Yu Ming, Steven, aged 66, was appointed as Independent Non-executive Director of the Company on 1 October 2007. He is the chairman of the Remuneration Committee of the Company and a member of each of the Audit Committee and Nomination Committee of the Company. Mr. Leung received a bachelor of social science degree from The Chinese University of Hong Kong and master's degree in accountancy from Charles Sturt University of Australia. He is a fellow member of each of the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and The Taxation Institute of Hong Kong. He is also a certified practising accountant in Australia and a practising certified public accountant in Hong Kong. Mr. Leung commenced public practice in auditing and taxation in 1990 and is currently a senior partner in a CPA firm. He has over 30 years of experience in assurance, financial management and corporate finance, having previously worked as assistant vice president in the International Finance and Corporate Finance Department of Nomura International (Hong Kong) Limited. Currently, he is also an independent non-executive director of Cross-Harbour, C C Land Holdings Limited and Suga International Holdings Limited of which are companies listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Save as disclosed above, Mr. Leung does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor does he hold any positions with the Group, nor did he hold directorships in any other public listed companies in Hong Kong or overseas in the last three years. As at the Latest Practicable date, Mr. Leung did not have any interests in the Shares within the meaning of Part XV of the SFO. The Company has not entered into any service contract with Mr. Leung. This notwithstanding, he is subject to retirement by rotation, removal, vacation or termination of the office as a Director, and disqualification to act as a Director in the manner specified in the Bye-laws, applicable laws and the Listing Rules. Mr. Leung is entitled to a Director's fee of $345,000 per annum, which was determined by the Board as recommended by the Remuneration Committee, based on market practices, time commitment and level of responsibility. Such fee will be reviewed annually by the Board.

Save as disclosed above, there are no other matters concerning Mr. Leung that need to be brought to the attention of Shareholders, nor is there any information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• I-2 -

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This explanatory statement is made pursuant to Rule 10.06(1)(b) of the Listing Rules.

EXERCISE OF THE BUY-BACK MANDATE

Subject to passing of the resolution granting the Directors the Buy-back Mandate at the AGM, the Directors may repurchase on the Stock Exchange securities of the Company up to a maximum of 10% of the share capital of the Company in issue (excluding treasury shares) as at the date of passing the said resolution. Exercise in full of the Buy-back Mandate, on the basis of 799,557,415 existing Shares in issue as at the Latest Practicable Date, and on the basis that no further Shares would be issued and/or repurchased by the Company prior to the date of the resolution approving the Buy-back Mandate, could accordingly result in up to 79,955,741 Shares being repurchased by the Company during the period from the date of the resolution granting the Buy-back Mandate until the earlier of the conclusion of the first annual general meeting of the Company following the passing of the said resolution or the revocation or variation of the then existing buy-back mandate by Shareholders in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing its Shares, the Company may only apply funds entirely from the Company's available cashflow or working capital facilities which will be funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda.

Under Bermuda laws, purchases may only be effected out of the capital paid up on the purchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

IMPACT ON WORKING CAPITAL OR GEARING POSITION

As compared with the position as disclosed in the Company's most recent published audited accounts for the year ended 31 December 2025, and taking into account the current working capital position of the Company, the Directors consider that no material adverse effect on the working capital and gearing position of the Company may result in the event that the Buy-back Mandate is exercised in full in the period before the Buy-back Mandate expires. The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (within the meaning ascribed under the Listing Rules) has any present intention, in the event that the Buy-back Mandate is approved by Shareholders at the AGM, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate only in accordance with the Listing Rules and all applicable laws.

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeover Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning ascribed under the Takeover Code), depending on the level of increase of its or their interest, could obtain or consolidate control of the Company following any Share repurchases by the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

The Directors were not aware of any consequences which would arise under the Takeover Code as a result of the exercise of the Buy-back Mandate as at the Latest Practicable Date.

The Company has not repurchased any Shares, whether on the Stock Exchange or otherwise, during the previous 6 months from the Latest Practicable Date.

No core connected person (within the meaning ascribed under the Listing Rules) of the Company has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by Shareholders at the AGM.

• II-2 -

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APPENDIX II

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous 12 months are as follows:

	Highest $	Lowest $
2025
April	0.210	0.144
May	0.146	0.140
June	0.200	0.140
July	0.189	0.140
August	0.192	0.152
September	0.161	0.140
October	0.168	0.141
November	0.164	0.144
December	0.155	0.141
2026
January	0.148	0.131
February	0.144	0.132
March	0.150	0.131
April (up to and including the Latest Practicable Date)	0.159	0.131

– II-3 –

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NOTICE OF ANNUAL GENERAL MEETING

湖大地產集團有限公司* Y.T. REALTY GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00075)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Y. T. Realty Group Limited (the “Company”) will be held at Boardroom 3–4, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 10 June 2026 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2025.

2. (A) (i) To re-elect Mr. Wong Hy Sky as executive director of the Company.

(ii) To re-elect Mr. Leung Yu Ming, Steven as independent non-executive director of the Company.

(B) To authorize the board of directors of the Company (the “Board” or “Directors”) to fix the Directors’ remuneration.

1. To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix the auditors’ remuneration.

2. As special business, to consider and, if thought fit, pass with or without modification the following ordinary resolutions:

ORDINARY RESOLUTIONS

(A) “THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company in issue (excluding treasury shares), subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

(b) the total number of shares to be repurchased by the Company pursuant to the approval of paragraph (a) of this resolution shall not exceed ten per cent (10%) of the total number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of sub-division and consolidation of shares) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

(B) “THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares in the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares in the Company) which would or might require shares in the Company to be allotted after the expiry of the Relevant Period (as hereinafter defined);

• AGM-2 -

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NOTICE OF ANNUAL GENERAL MEETING

(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Pro-Rata Issue (as hereinafter defined); or (ii) the exercise of rights of subscription, conversion or exchange under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible or exchangeable into shares in the Company; or (iii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares in the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the bye-laws of the Company, shall not exceed twenty per cent (20%) of the total number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of sub-division and consolidation of shares) and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“Pro-Rata Issue” means an offer of shares or issue of options, warrants or other securities (including bonus issues or offers) giving the rights to subscribe for shares in the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate such other securities) (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body).

• AGM-3 -

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NOTICE OF ANNUAL GENERAL MEETING

(C) “THAT:

conditional upon the passing of resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to resolution numbered 4(B) set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the total number of the shares repurchased by the Company under the authority granted pursuant to resolution numbered 4(A) set out in the notice convening this meeting, provided that such extended number of shares shall not exceed ten per cent (10%) of the total number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of sub-division and consolidation of shares).”

By order of the Board

Y. T. Realty Group Limited

Wong Hy Sky

Chairman and Managing Director

Hong Kong, 28 April 2026

Notes:

1. The register of members of the Company will be closed from Friday, 5 June 2026 to Wednesday, 10 June 2026 (both days inclusive) for the purpose of determining the entitlement to attend and vote at the AGM. During which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all completed transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited (the "Branch Registrar"), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 4 June 2026. The record date for entitlement to the Annual General Meeting will be Wednesday, 10 June 2026.

2. A member of the Company is entitled to appoint another person (whether a member or not) as a proxy to exercise all or any of the member's rights to attend and vote at the AGM or any adjournment thereof. A member may appoint separate proxies to represent respectively the number of the shares held by the member that is specified in their forms of proxy.

3. The form of proxy must be under the hand of the appointer or his or her attorney duly authorised in writing or, if the appointer is a corporation, either under the common seal or under the hand of an officer, attorney or other authorised person.

4. Where there are joint registered holders of a share, if more than one of such joint holders be present at the AGM or any adjournment thereof, only the vote of the most senior holder 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 relevant joint holding.

5. AGM-4 -

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NOTICE OF ANNUAL GENERAL MEETING

1. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at the AGM or any adjournment thereof should you so desire and in such event, the proxy appointment will be regarded as revoked.

2. If a Typhoon Signal No.8 or above is hoisted or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon” announced by the Government is/are in force at or at any time after 8:00 a.m. on the date of the AGM, the AGM will be adjourned. The Company will post an announcement on Company’s website (www.ytrealtygroup.com.hk) and the Stock Exchange’s website (www.hkexnews.hk) to notify its shareholders of the date, time and place of the adjourned meeting.

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. The shareholders of the Company should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situation.

1. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

2. AGM-5 -