Wheelock and : & Company Limited – General Mandates for Buy-Back and Issue of Shares, Revision of Fees Payable to Directors, Re-Election of Directors and Notice of Annual General Meeting

IMPORTANT

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.

WHEELOCK AND COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)
Stock Code: 20
Directors:	Registered Office:
Mr. Douglas C. K. Woo, JP (Chairman & Managing Director)	23rd Floor,
Mr. Stephen T. H. Ng (Deputy Chairman)	Wheelock House,
Mr. Stewart C. K. Leung (Vice Chairman)
	20 Pedder Street,
Mr. Paul Y. C. Tsui (Executive Director &
	Hong Kong
Group Chief Financial Officer)
Mr. Ricky K. Y. Wong (Executive Director)
Mr. Tak Hay Chau, GBS*
Mrs. Mignonne Cheng
Mr. Winston K. W. Leong*
Mr. Alan H. Smith, JP*
Mr. Richard Y. S. Tang, SBS, JP*
Mr. Kenneth W. S. Ting, SBS, JP*
Ms. Nancy S. L. Tse, JP*
Dr. Glenn S. Yee*
(* Independent Non-executive Directors)
To the Shareholders	8 April 2019
Dear Sir or Madam,

GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES,

REVISION OF FEES PAYABLE TO DIRECTORS,

RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

(1)The purpose of this Circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming annual general meeting of Wheelock and Company Limited (the "Company"; together with its subsidiaries, the "Group") to be held on 14 May 2019 (the "AGM") to, inter alia, (i) grant general mandates to buy back shares and to issue new shares of the Company; (ii) revise the rates of fees payable to the chairman, directors and Audit Committee members of the Company; and (iii) re-elect retiring directors of the Company.

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Wheelock and Company Limited

(2)At the annual general meeting of the Company held on 11 May 2018, ordinary resolutions were passed giving general mandates to the directors of the Company (the "Directors") (i) to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") representing up to 10% of the number of issued shares of the Company as at 11 May 2018; and (ii) to allot, issue and deal with shares of the Company subject to a restriction that the aggregate number of shares allotted or agreed to be allotted must not exceed the aggregate of (a) 20% of the number of shares of the Company in issue as at 11 May 2018, and (b) (authorised by a separate ordinary resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules")) the number of any shares bought back by the Company since the granting of the general mandate for issue of shares.

Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed buy-back mandate is set out in the Appendix to this Circular.

(3)Following a recent review of the current level of fees payable to the Directors which was last fixed in 2017, it is now considered appropriate that the rates of fees payable to Directors be revised with retroactive effect from 1 January 2019. Under such fee revision proposal, the amount of fee payable to: (i) the chairman of the Company (the "Chairman"), originally at the rate of HK$250,000 per annum, would be increased to HK$300,000 per annum; (ii) each of the other Directors, originally at the rate of HK$200,000 per annum, would be increased to HK$250,000 per annum; and (iii) each of the members of the Company's Audit Committee (who are also Directors of the Company), originally at the rate of HK$100,000 per annum, would be increased to HK$150,000 per annum. The rate of fee payable to each of the members of the Company's Remuneration Committee remains unchanged at HK$50,000 per annum. Three separate resolutions to give effect to such fee revisions will be put forward at the AGM for the purpose of seeking approval from the shareholders of the Company (the "Shareholders").

(4)Five Directors, namely, Mr. Stephen T. H. Ng, Mr. Tak Hay Chau, Mrs. Mignonne Cheng, Mr. Alan H. Smith and Mr. Kenneth W. S. Ting (the "Retiring Directors"), will retire from the board of Directors (the "Board") and are proposed to be re-elected at the AGM. The Retiring Directors do not have any fixed term of service with the Company. Therefore, after re-election at the AGM, they will continue to be Directors for an unspecified term but subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. So far as the Directors are aware, save as disclosed below, (i) as at 1 April 2019 (being the latest practicable date for determining the relevant information in this Circular) (the "Latest Practicable Date"), none of the Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) in the securities of the Company; (ii) none of the Retiring Directors held, nor in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable and none of the Retiring Directors is/was involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other

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Wheelock and Company Limited

matter which needs to be brought to the attention of the Shareholders. The Retiring Directors comprise experienced and high calibre individuals, with appropriate professional qualifications and expertise in public and commercial sectors, and represent diverse career experience in both international and local enterprises. The Board believes that the re-election of the Retiring Directors would provide the Company with a good balance and diversity of skills and experience appropriate to the requirements of its business.

Set out below is relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. Stephen Tin Hoi NG, aged 66, has been a Director of the Company since 1988 and became Deputy Chairman in 1995. He is chairman and managing director of The Wharf (Holdings) Limited and Wharf Real Estate Investment Company Limited, as well as chairman of Harbour Centre Development Limited, all of which are publicly listed subsidiaries of the Company. Furthermore, he is non-executive chairman of publicly listed Joyce Boutique Holdings Limited and chairman of Wheelock Properties (Singapore) Limited (a subsidiary of the Company, publicly listed in Singapore until October 2018). Mr. Ng formerly served as chairman and chief executive officer of publicly listed i-CABLE Communications Limited until his resignation in September 2017, and also as a non-executive director of Hotel Properties Limited (publicly listed in Singapore and formerly an associated company of the Company) until his resignation in December 2018.

Mr. Ng was born in Hong Kong in 1952 and grew up in Hong Kong. He attended Ripon College in Ripon, Wisconsin, USA and the University of Bonn, Germany, from 1971 to 1975, and graduated with a major in mathematics. He is chairman of Project WeCan Committee (a Business-in-Community school project), vice chairman of the Employers' Federation of Hong Kong and a council member of Hong Kong General Chamber of Commerce ("HKGCC").

As at the Latest Practicable Date, Mr. Ng had interests (within the meaning of Part XV of the SFO) in 176,000 ordinary shares of the Company. Mr. Ng receives from the Company a Director's fee at such rate as approved by the Shareholders from time to time, and as stated in the paragraph under

(3)on page 2 of this Circular. Under the existing service contract between the Group and Mr. Ng, the total amount of his emolument, inclusive of basic salary and various allowances etc., is approximately HK$8.65 million per annum. In addition, a discretionary bonus is normally payable to Mr. Ng with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Ng is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities.

Mr. Tak Hay CHAU, GBS, aged 76, has been an Independent Non-executive Director ("INED") of the Company since 2012. He graduated from The University of Hong Kong in 1967. Mr. Chau served in a number of principal official positions in the Hong Kong Government between 1988 and 2002, including Secretary for Commerce and Industry, Secretary for Broadcasting, Culture and Sport, and Secretary for Health and Welfare. Mr. Chau was awarded the Gold Bauhinia Star by the Government of Hong Kong Special Administrative Region ("HKSAR") in 2002. He is an INED of two companies publicly listed in Hong Kong, namely, SJM Holdings Limited and Tradelink Electronic Commerce Limited. Given his extensive working experiences and perspectives in public sector, the Board believes Mr. Chau would make independent judgement and will continue to make valuable contribution to the Board.

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Wheelock and Company Limited

Mr. Chau receives from the Company a Director's fee at such rate as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. The relevant fee(s) payable to him is/are determined by reference to the level of fee(s) normally payable by a listed company in Hong Kong to a director, including an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee.

Mrs. Mignonne CHENG, aged 72, has been a Non-executive Director of the Company since 2012. Mrs. Cheng, a seasoned banker, has amassed over 35 years of experience in the financial sector with over 25 years in senior management positions in corporate and commercial banking as well as investment banking. She joined BNP Paribas in 1990 and has held various senior positions in BNP Paribas group in the past 28 years. Mrs. Cheng is currently the chairman of BNP Paribas Wealth Management for Asia Pacific and a member of the executive committee of BNP Paribas Wealth Management, since the appointment in 2010.

Prior to joining BNP Paribas, Mrs. Cheng was with Chase Manhattan Bank Hong Kong Branch for 18 years, where she took up various positions both on the control and on the operational sides. Mrs. Cheng was a member of the Banking Advisory Committee chaired by the Financial Secretary of the Government of HKSAR, and also served as a member of The Consultative Committee of the Basic Law of the HKSAR between 1985 and 1989 when the Basic Law was being drafted.

In October 2006, Mrs. Cheng was granted the "Top 100 Outstanding Women in Greater China Award" by The Chinese Women Entrepreneurs Association. In October 2007, Mrs. Cheng was decorated "Chevalier de l'Ordre National du Mérite", a French national award, and subsequently "Chevalier de l'Ordre de la Légion d'Honneur" in May 2012. In August 2011, Mrs. Cheng was honored as Top 20 Women in Finance by FinanceAsia. Mrs. Cheng was granted the "Private Banker of the Year-Hong Kong" by The Asset in September 2015 and "Outstanding Private Banker-Asia Pacific 2016" by Private Banker International in October 2016.

Mrs. Cheng receives from the Company a Director's fee at such rate as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. The relevant fee(s) payable to her is/are determined by reference to the level of fee(s) normally payable by a listed company in Hong Kong to a director, including an INED. She has no service contract with the Group and therefore she receives no emolument from the Group other than the abovementioned Director's fee.

Mr. Alan Howard SMITH, JP, aged 75, has been an INED of the Company since 2012. He also serves as a member and chairman of the Company's Audit Committee, and a member of the Company's Nomination Committee and Remuneration Committee. He was the vice chairman, Pacific Region, of Credit Suisse First Boston ("CSFB"), a leading global investment bank from 1997 until he retired in December 2001. Prior to joining CSFB, he was chief executive of the Jardine Fleming group from 1983 to 1994 and was chairman of the Jardine Fleming group from 1994 to 1996. Mr. Smith has over 27 years of investment banking experience in Asia. He was elected a council member of The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") on two occasions. He was a member of the Economic Advisory Committee of the Government of HKSAR, and had for 10 years been a member of the Hong Kong Government's Standing Committee on Company Law Reform. He was a trustee of the Hospital Authority Provident Fund Scheme from 2002 to 2014.

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Wheelock and Company Limited

Mr. Smith graduated with an LLB (Honours) degree from Bristol University, England in 1964, and was admitted as a solicitor in England in 1967 and in Hong Kong in 1970. Mr. Smith is also a director of Genting Hong Kong Limited and Guangdong Land Holdings Limited, which are both listed on Hong Kong Stock Exchange. He has been appointed as an INED of ICBC Credit Suisse Asset Management Co., Ltd. since 21 March 2018.

Mr. Smith was a director of Noble Group Limited, which is listed on Singapore Exchange Securities Trading Limited, until he resigned from the office on 14 April 2016. He was also a director of American Indochina Resorts Limited, a private company incorporated in the British Virgin Islands which owned Nam Hai Resort in Danang, Vietnam, until his resignation on 16 May 2016. Given his professional qualifications and extensive experiences in financial and legal related matters, the Board believes Mr. Smith would make independent judgement and will continue to make valuable contribution to the Board.

Furthermore, Mr. Smith was a director of The Jardine Fleming Group Limited ("JF") from 1975 to 1996. In 1984, the Monetary Authority of Singapore withdrew approval for a Singapore subsidiary of JF to operate as a merchant bank; and in 1996, the Securities and Futures Commission ("SFC") issued a public reprimand to a subsidiary of JF for breaches of the Code of Conduct issued by the SFC. In neither case was Mr. Smith personally censured or reprimanded by the SFC.

Mr. Smith receives from the Company a Director's fee, an Audit Committee member's fee and a Remuneration Committee members' fee at such rates as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. The relevant fee(s) payable to him is/are determined by reference to the level of fee(s) normally payable by a listed company in Hong Kong to a director, including an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee and Committees member's fees.

Mr. Kenneth Woo Shou TING, SBS, JP, aged 76, has been an INED of the Company since 2003. He also serves as a member and chairman of the Company's Remuneration Committee as well as a member of the Company's Audit Committee and Nomination Committee. Mr. Ting is the chairman and managing director of publicly listed Kader Holdings Company Limited and chairman of Kader Industrial Company Limited. He is also an INED of publicly listed Cheuk Nang (Holdings) Limited. Mr. Ting currently serves as the honorary president of HK Wuxi Trade Association Limited, the Federation of Hong Kong Industries, the Chinese Manufacturers' Association of Hong Kong and the Toys Manufacturers' Association of Hong Kong Limited, and also the Honorary Life President of Hong Kong Plastics Manufacturers' Association Limited.

Mr. Ting also serves as a member of a number of other trade organisations and public committees such as HKGCC. He is also a Life Honorary Court member of The Hong Kong University of Science and Technology Court. Furthermore, he was formerly a member of the Jiangsu Provincial Committee of the Chinese People's Political Consultative Conference. Given his extensive experiences and popularity in commercial sector, the Board believes Mr. Ting would make independent judgement and will continue to make valuable contribution to the Board.

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Wheelock and Company Limited