Great Eagle : Notice of 2019 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.

(Stock Code: 41)

NOTICE OF 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 Annual General Meeting of Great Eagle Holdings Limited ("the Company") will be held at Yat Tung Heen, 2nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, on Wednesday, 22 May 2019 at 4:00 p.m. for the following purposes:

1.To receive and consider the audited consolidated Financial Statements of the Company and its subsidiaries for the year ended 31 December 2018 together with the Reports of the Directors and Independent Auditor thereon.

2.To declare a final dividend of HK50 cents per share for the year ended 31 December 2018.

3.To re-elect Mr. Lo Hong Sui, Antony as an Executive Director.

4.To re-elect Madam Law Wai Duen as an Executive Director.

5.To re-elect Dr. Lo Ying Sui as a Non-executive Director.

6.To re-elect Mr. Lo Chun Him, Alexander as an Executive Director.

7.To re-elect Professor Poon Ka Yeung, Larry as an Independent Non-executive Director.

8.To fix the Director's fee for each of the Directors of the Company at HK$220,000 per annum.

9.To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company's Auditor and authorise the Board of Directors to fix the Auditor's remuneration.

N1

As special businesses to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

10."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 buy-back ordinary shares in the capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the 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 Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b)the aggregate nominal amount of the Shares which the Company is authorised to buy-back pursuant to the approval in paragraph (a) of this Resolution, shall not exceed 10 per cent. of the aggregate nominal amount of the Shares in issue at the date of passing this Resolution, and the said 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 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 the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

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

N2

11."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 and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

(b)the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

(c)the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to participants of shares or rights to acquire shares in the capital of 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 of the Company in accordance with the Bye-laws of the Company, shall not exceed the 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution 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 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 the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

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

N3

"Rights Issue" means an offer of shares open for a period fixed by the Company or by the Directors to holders of shares on the Registers of Members of the Company 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

12."THAT subject to and conditional upon the passing of Ordinary Resolution No. 13 set out in this Notice and the conditions referred to therein being satisfied or fulfilled, the operation of the existing share option scheme of the Company adopted on 27 May 2009 be hereby terminated with effect from the adoption of the New Share Option Scheme (such that no further options could thereafter be offered under the existing share option scheme of the Company but in all other respects the provisions of the existing share option scheme of the Company shall remain in full force and effect)."

13."THAT subject to and conditional upon the Listing Committee of the Stock Exchange of granting the approval of the listing of, and permission to deal in, Shares to be issued pursuant to the exercise of options which may be granted under the New Share Option Scheme (copy of which is produced to this meeting and signed by the Chairman of this meeting for the purpose of identification), the rules of the New Share Option Scheme be and are hereby approved and adopted and that any Director of the Company be and is hereby authorised to do all such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme and that the Directors of the Company or their designated committee be and is/are hereby authorised to issue, allot and deal with any shares in the capital of the Company pursuant to the exercise of the options under and in accordance with the New Share Option Scheme."

By Order of the Board

Great Eagle Holdings Limited

WONG Mei Ling, Marina

Company Secretary

Hong Kong, 3 April 2019

N4

Notes:

1.A member entitled to attend the Annual General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. The person appointed to act as proxy need not be a member of the Company.

2.In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person should you so wish. In the event that you attend the Annual General Meeting or adjourned meeting (as the case may be) after having lodged a form of proxy, the form of proxy will be deemed to have been revoked.

3.When there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Registers of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

4.The Registers of Members of the Company will be closed during the following periods and during these periods, no transfer of shares will be registered:

(i)To attend and vote at the 2019 Annual General Meeting

For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the 2019 Annual General Meeting, the Registers of Members will be closed from Thursday, 16 May 2019 to Wednesday, 22 May 2019, both days inclusive.

In order to be eligible to attend and vote at the 2019 Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (the "Branch Share Registrar") for registration not later than 4:30 p.m. on Wednesday, 15 May 2019.

(ii)To qualify for the proposed 2018 final dividend

For the purpose of ascertaining the Shareholders' entitlement to the proposed 2018 final dividend, the Registers of Members will be closed from Wednesday, 29 May 2019 to Monday, 3 June 2019, both days inclusive.

In order to qualify for the proposed 2018 final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Branch Share Registrar for registration not later than 4:30 p.m. on Tuesday, 28 May 2019.

5.The Board of Directors has recommended the payment of a final dividend of HK50 cents per share for the year ended 31 December 2018. Taken together with the interim dividend of HK33 cents per share paid on 19 October 2018, the total dividend for the year 2018 is HK83 cents per share. Dividend warrants and share certificates in respect of the proposed 2018 final dividend are expected to be despatched to the Shareholders on 8 July 2019.

N5