YNBY International Limited — Proxy Solicitation & Information Statement 2000

Apr 20, 2000

Notice of Meeting of Holders of 'B' Shares

NOTICE IS HEREBY GIVEN that a separate meeting of the holders of 'B' shares of HK$0.12 each in the capital of the Company will be held in the McKinley Room at the Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 18th May 2000 at 11:10 am (or so soon thereafter as the separate meeting of the holders of 'A' shares of HK$0.60 each in the capital of the Company convened for the same date and place shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

Ordinary Resolution

"THAT this meeting of the holders of 'B' shares of HK$0.12 each in the capital of the Company hereby approves and endorses the resolutions set out as resolutions (4) and (6) (being ordinary resolutions) contained in the notice of the annual general meeting of the Company convened for 18th May 2000 (a copy of the said resolutions being produced to the meeting and signed by the Chairman hereof for purposes of identification) and the granting of powers to the Directors of the Company in the terms set out in the said resolutions."

By order of the Board

P A Moore

Secretary

Swire Pacific Limited

Hong Kong, 10th March 2000

Notes:

1. A holder of 'B' shares entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. All proxies must be deposited with the Registrars, Central Registration Hong Kong Limited, 19th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting.

2. All the provisions of the Company's Articles of Association with respect to general meetings of the Company (including requirements as to quorum, chairman of meeting, proxies, polls and adjournment) shall apply mutatis mutandis to this meeting, except that references therein to shares shall mean 'B' shares.