Announcement: Notice of Annual General Meeting

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

(incorporated in Bermuda with limited liability)

(stock code: 659)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of NWS Holdings Limited (the ''Company'') will be held at Meeting Room N101B (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 19 November 2018 at 11:30 a.m. for the following purposes:

• 1. To receive and consider the audited financial statements and the Reports of the

• Directors and the Independent Auditor for the financial year ended 30 June 2018.

• 2. To declare a final dividend of HK$0.46 per share for the financial year ended 30 June 2018.

3.	(a)	To re-elect Mr. Cheung Chin Cheung as Director.
(b)	To re-elect Mr. To Hin Tsun, Gerald as Director.
(c)	To re-elect Mr. Dominic Lai as Director.
(d)	To re-elect Mr. William Junior Guilherme Doo as Director.
(e)	To re-elect Mr. Lee Yiu Kwong, Alan as Director.
(f)	To authorize the Board of Directors to fix the Directors' remuneration.
4.

To re-appoint Messrs. PricewaterhouseCoopers as Auditor and to authorize the Board of Directors to fix the Auditor's remuneration.

* For identification purposes only

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

(I) ''THAT:

• (A) subject to paragraph (C) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph (A) of this resolution shall authorize the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (C) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval granted in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any conversion rights attaching to any securities which are convertible into shares of the Company; (iii) the exercise of the rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries and/or eligible participants as defined under such option scheme of options to subscribe for, or rights to acquire, shares of the

  Company; or (iv) any issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued pursuant to the approval in paragraph (A) of this resolution as a percentage of the total number of issued shares of the

  Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, and the approval granted in paragraph (A) 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 earlier 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 the bye-laws of the Company or any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the

Directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong).''

(II) ''THAT:

(A) subject to paragraph (B) of this resolution, the exercise by the Directors of

the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock

Exchange of Hong Kong Limited (the ''Hong Kong Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Hong

Kong Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange or that of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (B) the total number of shares which may be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be repurchased pursuant to the approval in paragraph (A) of this resolution as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, and the authority granted 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 earlier 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 the bye-laws of the Company or any applicable laws to be held; and

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

(III) ''THAT conditional upon the Ordinary Resolutions Nos. (I) and (II) being passed, the general mandate granted to the Directors of the Company pursuant to Ordinary Resolution No. (I) be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors of the Company pursuant to such general mandate, a number representing the total number of shares repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. (II) provided that such number shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of consolidation or subdivision of shares of the Company).''

By Order of the Board of NWS HOLDINGS LIMITED

Chow Tak Wing

Executive Director and Company Secretary

Hong Kong, 16 October 2018

Notes:

• 1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or

  (if he is a holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• 2. In order to be valid, the instrument appointing a proxy, 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 branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell

  Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be).

• 3. For the purposes of determining eligibility of the members of the Company to attend and vote at the meeting and entitlement to the final dividend, the register of members of the Company will be closed.

  Details of such closures are set out below:

  For determining eligibility to attend and vote at the meeting:

  Latest time to lodge transfer documents for registration . . . . . . . 4:30 p.m. on 13 November 2018

  Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 to 19 November 2018

  (both days inclusive)

  Recorddate ................................................ 19November2018

  For determining entitlement to the final dividend:

  Latest time to lodge transfer documents for registration . . . . . . . 4:30 p.m. on 22 November 2018

  Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 November 2018 Recorddate ................................................ 23November2018

  During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the meeting and to qualify for the final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre,

  183 Queen's Road East, Hong Kong no later than the aforementioned latest time.

• 4. If a tropical cyclone warning signal number 8 or above is in force in Hong Kong at any time between 7 : 30 a.m. to 11 : 30 a.m. on the date of the meeting, the meeting will be automatically postponed to a later date. The Company will post an announcement on its corporate website (www.nws.com.hk) and the HKEXnews website (www.hkexnews.hk) to notify members of the Company of the date, time and location of the rescheduled meeting.

• 5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

• 6. As at the date of this notice, (a) the executive directors of the Company are Dr. Cheng Kar Shun, Henry, Mr. Tsang Yam Pui, Mr. Ma Siu Cheung, Mr. Cheung Chin Cheung, Mr. Cheng Chi Ming,

  Brian, Mr. Ho Gilbert Chi Hang and Mr. Chow Tak Wing; (b) the non-executive directors of the Company are Mr. To Hin Tsun, Gerald, Mr. Dominic Lai, Mr. Lam Wai Hon, Patrick and

  Mr. William Junior Guilherme Doo; and (c) the independent non-executive directors of the Company are Mr. Kwong Che Keung, Gordon, Dr. Cheng Wai Chee, Christopher, The Honourable Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Fung Wai Chi, Grace and Mr. Wong Kwai

  Huen, Albert.