Hang Lung Properties : Notice of Annual General Meeting, and Proposals for Re-election of Retiring Directors and General Mandates to Buy Back Shares and to Issue Shares

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HANG LUNG PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00101)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of Hang Lung Properties Limited (the "Company") will be held at Grand Ballroom, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, April 30, 2019 at 10:00 a.m. (the "Meeting") for the following matters and purposes:

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

• auditor for the year ended December 31, 2018.

• 2. To declare a final dividend.

• 3. To re-elect retiring directors of the board and authorize the board of directors to fix directors' fees.

• 4. To re-appoint auditor and authorize the board of directors to fix auditor's remuneration.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

5. "THAT:

• (a) subject to paragraph (b) below, the exercise by the board of directors of the Company (the "Board") during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be bought back by the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate number of shares of the Company in issue at the date of passing this resolution (subject to adjustment according to paragraph (d) below), and the said approval shall be limited accordingly;

• (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 expiry of the period within which the next annual general meeting of the Company is required to be held; or

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

• (d) if, after the passing of this resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares of the Company subject to the limit set out in paragraph (b) above shall be adjusted by being multiplied by the following fraction:

  A/B where, A is the number of shares of the Company in issue immediately after such alteration; and B is the number of shares of the Company in issue immediately before the alteration. Such adjustment shall take effect at the same time as the alteration takes effect."

6. "THAT:

• (a) subject to paragraph (c) below, pursuant to section 141 of the Companies Ordinance, the exercise by the Board during the Relevant Period (as defined in resolution 5(c) in the notice of the Meeting (the "Notice")) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to allot, issue or grant securities convertible into shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Board during the Relevant Period to allot, issue or grant securities convertible into shares of the Company and 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 aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares 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 articles of association of the Company, shall not exceed the aggregate of: (aa) 20 per cent of the aggregate number of the shares of the Company in issue at the date of passing this resolution (subject to adjustment according to paragraph (e) below) plus (bb) if the Board is so authorized by a separate ordinary resolution of the shareholders of the Company set out as resolution 7 in the Notice, the number of the shares

of the Company bought back by the Company subsequent to the passing of this resolution, up to a maximum equivalent to 10 per cent of the aggregate number of the shares of the Company in issue at the date of passing this resolution (subject to adjustment according to paragraph (e) below), and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution:

  "Rights Issue" means an offer of shares or other securities giving the right to subscribe for shares in the Company, open for a period fixed by the Board to holders of shares of the Company (and where appropriate, to holders of other securities of the Company entitled to the offer) or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) or class thereof (subject to such exclusion or other arrangements as the Board 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); and

• (e) if, after the passing of this resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares of the Company subject to the limits set out in sub-paragraphs (aa) and (bb) of paragraph (c) above shall be adjusted by being multiplied by the following fraction:

  A/B where, A is the number of shares of the Company in issue immediately after such alteration; and B is the number of shares of the Company in issue immediately before the alteration. Such adjustment shall take effect at the same time as the alteration takes effect."

7. "THAT the Board be and it is hereby authorized to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as resolution 6 in the Notice in respect of the shares of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."

By Order of the Board Margaret Ka Man YAN

Company Secretary

Hong Kong, March 22, 2019

Registered Office:

28th Floor

4 Des Voeux Road Central Hong Kong

Notes:

• 1. A shareholder entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a shareholder of the Company.

• 2. In order to be valid, all proxies must be deposited at the registered office of the Company at 28th Floor, 4 Des Voeux Road Central, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

• 3. The register of members will be closed from Thursday, April 25, 2019 to Tuesday, April 30, 2019, both days inclusive, during which period no share transfers will be effected. In order to qualify for attending and voting at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Wednesday, April 24, 2019.

• 4. The register of members will be closed on Tuesday, May 7, 2019, on which no share transfers will be effected. In order to qualify for the proposed final dividend (subject to shareholders' approval at the Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, May 6, 2019.

• 5. Pursuant to rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the Meeting, the chairman of the Meeting will exercise his power under article 74 of the articles of association of the Company to put each of the resolutions set out in the Notice to be voted by way of poll. On a poll, every shareholder present in person (or in the case of a corporation by its corporate representative) or by proxy shall have one vote for each share of which he/she is the holder.

• 6. With regard to matters numbers 1, 2, 3 and 4 set out in the Notice, relevant ordinary resolutions will be considered and, if thought fit, passed for each of these matters at the Meeting.

• 7. With regard to matter number 3 regarding, among other things, re-election of retiring directors of the Board, separate ordinary resolutions will be considered and, if thought fit, passed at the Meeting to:

  • (a) re-elect Mr. Dominic C.F. HO as director of the Company.

  • (b) re-elect Mr. Philip N.L. CHEN as director of the Company.

  • (c) re-elect Ms. Anita Y.M. FUNG as director of the Company.

  • (d) re-elect Mr. Weber W.P. LO as director of the Company.

• 8. The results of the poll will be published on the Company's website atwww.hanglung.comand Hong Kong Exchanges and Clearing Limited's website atwww.hkexnews.hkon the date of the Meeting.

• 9. Details of the businesses to be transacted at the Meeting are set out in this Notice under the "Business of the Meeting".

• 10. Shareholders or proxies who attend the Meeting in person will each receive ONE refreshment pack as a token of the Company's appreciation. If the shareholder or proxy is also appointed as a proxy of one other shareholder, he/she will receive TWO refreshment packs in total. If he/she represents two or more shareholders, the number of refreshment packs he/she will receive is limited to THREE. Allocation of refreshment packs will be subject to availability and at the Company's absolute discretion.

• 11. As at the date of the Notice, the Board comprises the following directors:

  Executive directors: Mr. Ronnie C. CHAN, Mr. Weber W.P. LO, Mr. H.C. HO and Mr. Adriel W. CHAN Non-executive director: Mr. Philip N.L. CHEN

  Independent non-executive directors: Mr. Ronald J. ARCULLI, Mr. Nelson W.L. YUEN, Mr. Dominic C.F. HO,

  Dr. Andrew K.C. CHAN, Prof. H.K. CHANG and Ms. Anita Y.M. FUNG

BUSINESS OF THE MEETING

RESOLUTION 1 - RECEIVING THE AUDITED FINANCIAL STATEMENTS

The audited financial statements together with reports of the directors and of the auditor for the year ended December 31, 2018 are set out in the 2018 annual report.

The financial statements have been audited by KPMG and reviewed by the audit committee.

RESOLUTION 2 - DECLARATION OF FINAL DIVIDEND

The Board has recommended a final dividend of HK58 cents per share of the Company. Subject to the shareholders' approval at the Meeting, such dividend is expected to be paid on or about May 21, 2019 to shareholders whose names appear on the register of members on May 7, 2019.

The register of members will be closed on Tuesday, May 7, 2019, on which no share transfers will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, May 6, 2019.

RESOLUTION 3 - RE-ELECTION OF RETIRING DIRECTORS AND DETERMINATION OF DIRECTORS' FEES

Re-election of Retiring Directors

Mr. Weber W.P. LO, being executive director of the Company newly appointed on May 16, 2018, will retire from the Board at the Meeting in accordance with article 94 of the Company's articles of association and, being eligible, offer himself for re-election.

In accordance with article 103 of the Company's articles of association, Mr. Dominic C.F. HO, Mr. Philip N.L. CHEN and Ms. Anita Y.M. FUNG will retire from the Board by rotation at the Meeting and, being eligible, offer themselves for re-election. Pursuant to the code provision set out in paragraph A.4.3 of appendix 14 to the Listing Rules, any further appointment of independent non-executive directors serving more than nine years should be subject to a separate resolution to be approved by shareholders.

Mr. Dominic C.F. HO and Ms. Anita Y.M. FUNG, being independent non-executive directors, have satisfied all the criteria for independence set out in rule 3.13 of the Listing Rules and provided annual confirmations of independence to the Company. They have exercised impartial judgments and given independent guidance to the Company during their tenure of offices. The Board considers that they are independent.

Mr. Ho has served on the Board for more than nine years. The Board considers that the long service of Mr. Ho has enabled him to get an in-depth understanding of the Group's business and operations. He is also the chairman of the audit committee and a member of the nomination and remuneration committee. With his firm commitment to his role, the Board considers that he will continue to remain his independence.

Mr. Ho and Ms. Fung have also provided diversity of experience, skills, expertise and background to the Board.