Jardine Strategic : Circular to Shareholders - Notice of Special General Meeting of shareholders of Jardine Strategic Holdings Limited to be held on 12 April 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document contains a proposal which, if implemented, will result in the cancellation of the trading of the Jardine Strategic Shares on the London Stock Exchange's main market for listed securities and the listing of the Jardine Strategic Shares on the Official List, the cancellation of the listing of the Jardine Strategic Shares on the Bermuda Stock Exchange and the cancellation of the listing of the Jardine Strategic Shares on the Main Board of the Singapore Exchange. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Jardine Strategic Shares, please send this document, together with the accompanying documents (being the White Form of Proxy, Blue Form of Direction or Yellow Proxy Instruction Form and, in the case of holders of Jardine Strategic Shares in certificated form on the Jersey branch register of members only, the Green Form of Election), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only part of your holding of Jardine Strategic Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer of part of your holding was effected.

Neither the US Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Amalgamation or the Acquisition, passed upon the merits or fairness of the Amalgamation or the Acquisition or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence.

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions or applicable requirements. Failure to comply with any such restrictions or applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

Your attention is drawn to the letter from the Jardine Strategic Transaction Committee in Part I of this document recommending that Independent Jardine Strategic Shareholders vote in favour of the Amalgamation Resolution. An Explanatory Statement giving further information on the Amalgamation and the Acquisition appears in Part II of this document. Certain terms including capitalised terms and other words and phrases used in this document shall have the meanings given to them in Part VII of this document. All references to Jardine Strategic Shares in this document shall be deemed, where the context permits, to include references to the Depository Interests.

Recommended cash acquisition of

JARDINE STRATEGIC HOLDINGS LIMITED

by

JARDINE MATHESON HOLDINGS LIMITED

to be effected by means of an amalgamation under the Bermuda Companies Act of Jardine Strategic

Holdings Limited with JMH Bermuda Limited, an indirectly wholly-owned subsidiary of Jardine

Matheson Holdings Limited

and

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS OF JARDINE STRATEGIC HOLDINGS LIMITED TO BE HELD ON 12 APRIL 2021

Notice of a Special General Meeting to be held at 4th floor, Jardine House, 33-35 Reid Street, Hamilton HM12, Bermuda on 12 April 2021 at 8:00 a.m. (Bermuda time) is set out in Part VIII of this document.

Accompanying this document is either a White Form of Proxy, a Blue Form of Direction or a Yellow Proxy Instruction Form (and, in the case of holders of Jardine Strategic Shares in certificated form on the Jersey branch register of members only, a Green Form of Election) which should be completed and returned in accordance with the instructions printed thereon or as otherwise provided in this document. This document should be read as a whole together with the accompanying document(s).

You are requested to complete, sign and return the White Form of Proxy (in the case of holders of Jardine Strategic Shares in certificated form only), the Blue Form of Direction (in the case of holders of Depository Interests through CREST only) or the Yellow Proxy Instruction Form (in the case of holders of Depository Interests through CDP only) in accordance with the instructions printed thereon. In the case of holders of Jardine Strategic Shares held in certificatedform, the White Form of Proxy should be returned as soon as possible, and in any event so as to be received by the relevant registrar no later than 8:00 a.m. (Bermuda time), 12:00 p.m. (UK time) or 7:00 p.m. (Singapore time) (as applicable) on 10 April 2021. In the case of holders of Depository Interests in CREST, the Blue Form of Direction should be returned as soon as possible, and in any event so as to be received by the Jersey Branch Registrar no later than 12:00 p.m. (UK time) on 9 April 2021. In the case of holders of Depository Interests in CDP, the Yellow Proxy Instruction Form should be returned as soon as possible, and in any event so as to be received by the Singapore Branch Registrar no later than 5:00 p.m. (Singapore time) on 9 April 2021.

Duly completed White Forms of Proxy, Blue Forms of Direction and Yellow Proxy Instruction Forms should in any case be returned as soon as possible together with any power of attorney or authority under which such form is executed (or a notarially certified copy of such power or authority). In light of government guidance regarding precautions to be taken in light of the COVID-19 outbreak, Jardine Strategic Shareholders may not be able to attend the Special General Meeting. Accordingly, Jardine Strategic Shareholders are encouraged to vote as outlined in this document, given they may not be able to attend the Special General Meeting in person. Please see paragraph 1 of Part III of this document for further information.

If you hold Jardine Strategic Shares in certificated form on the Jersey branch register of members or Depository Interests in CREST and require assistance with the completion of the White Form of Proxy, Blue Form of Direction or Green Form of Election (as applicable), please telephone the Jersey Branch Registrar on [phone].1 However, you should be aware that the Jersey Branch Registrar cannot provide any financial or legal advice in connection with the Acquisition or advise you on how you should vote at the Special General Meeting.

If you hold Jardine Strategic Shares in certificated form on the Singapore branch register of members or Depository Interests in CDP and require assistance with the completion of the White Form of Proxy or the Yellow Proxy Instruction Form (as applicable), please telephone the Singapore Branch Registrar on [phone].2 However, you should be aware that the Singapore Branch Registrar cannot provide any financial or legal advice in connection with the Acquisition or advise you on how you should vote at the Special General Meeting.

Evercore Partners International LLP is regulated in the UK by the Financial Conduct Authority and is acting exclusively for the Jardine Strategic Transaction Committee and no one else in connection with the Acquisition and shall not be responsible to anyone other than the Jardine Strategic Transaction Committee for providing the protections afforded to clients of Evercore Partners International LLP nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Evercore Partners International LLP nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort, under statute or otherwise) to any person who is not a client of Evercore Partners International LLP in connection with the Acquisition or any statement contained herein or otherwise.

1

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m. Monday to Friday (UK time), excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

2

Calls are charged at the standard geographic rate and will vary by provider. Calls outside Singapore will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:00 p.m. Monday to Friday (Singapore time), excluding public holidays in Singapore. Please note that the Singapore Branch Registrar cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

IMPORTANT NOTICE

This document is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and publication or delivery of this document will not give rise to any implication that there has been no change in the facts set out in this document since such date. No statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for Jardine Matheson or Jardine Strategic, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Jardine Matheson or Jardine Strategic, as appropriate.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document, oral statements made by or on behalf of Jardine Matheson and/or Jardine Strategic regarding the Acquisition and other information published by or on behalf of Jardine Matheson and/or Jardine Strategic or their respective affiliates may contain statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Jardine Strategic and/or Jardine Matheson shall operate in the future, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained herein relate to Jardine Strategic's and/or Jardine Matheson's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in light of such factors.

Neither Jardine Strategic or Jardine Matheson, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to Jardine Strategic and/or Jardine Matheson, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Jardine Matheson, Jardine Strategic, Evercore and their respective affiliates expressly disclaim any obligation or undertaking to update any forward-looking statements contained in this document or any other forward-looking statements they may make, whether as a result of new information, future developments or otherwise.

INFORMATION CONTAINED IN THIS DOCUMENT

All information relating to Jardine Matheson and JMH Bermuda contained in this document has been provided to Jardine Strategic by Jardine Matheson. Jardine Strategic has relied upon this information without having made independent enquiries as to the accuracy or completeness thereof. However, Jardine Strategic has no reason to believe that any such information is misleading or inaccurate. Jardine Strategic does not assume any responsibility for the accuracy or completeness of such information or for any omission on thepart of Jardine Matheson to disclose facts or events which may affect the accuracy or completeness of any such information.

You should not construe the contents of this document as legal, tax or financial advice and should consult your own professional advisers as to the relevant legal, tax, financial or other matters in connection herewith.

NOTICE TO UNITED STATES HOLDERS OF JARDINE STRATEGIC SHARES

The Acquisition relates to the shares of a Bermudian company and is being made by means of an amalgamation provided for under Bermudian company law. A transaction effected by means of an amalgamation is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Bermuda to amalgamations, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. The financial information included or incorporated by reference in this document has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Jardine Strategic is a company incorporated under the laws of Bermuda. A majority of the assets of Jardine Strategic are located outside the United States. As a result, it may not be possible for Jardine Strategic Shareholders in the United States to effect service of process within the United States upon Jardine Strategic or its respective officers or directors or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Jardine Strategic or its respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in Bermuda, in original actions or in actions for enforcement, of the judgments of US courts, based on the civil liability provisions of US federal securities laws.

OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in jurisdictions other than Bermuda, Singapore or the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than Bermuda, Singapore or the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of Jardine Strategic Shareholders who are not resident in Bermuda, Singapore or the United Kingdom to vote their Jardine Strategic Shares with respect to the Amalgamation at the Special General Meeting may be affected by the laws of the relevant jurisdiction in which they are located.

To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document has been prepared for the purposes of complying with Bermudian, Singaporean and English law, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside Bermuda, Singapore or England and Wales.

Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this document and all documents (including custodians, nominees and trustees) relating to the Acquisition should observe these restrictions and must not mail or otherwise forward, distribute or send this document or documents relating to the Acquisition in, into or from any Restricted Jurisdiction.

DEALING DISCLOSURE REQUIREMENTS

Although the UK Takeover Code does not apply to Jardine Strategic, Jardine Strategic Shareholders and persons considering the acquisition or disposal of any interest in Jardine Strategic Shares are reminded that they are subject to the Disclosure Rules and Transparency Rules made by the FCA and other applicable regulatory rules regarding transactions in Jardine Strategic Shares.

A copy of this document will be available free of charge on Jardine Strategic's website atwww.jardines.com.

17 March 2021