Langham Hospitality Investments : Notice of 2021 Annual General Meeting

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Langham Hospitality Investments

(As constituted pursuant to a deed of trust on 8 May 2013 under the laws of Hong Kong, the trustee of which is LHIL Manager Limited)

and

Langham Hospitality Investments Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1270)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting ("AGM") of Langham Hospitality Investments (the "Trust") and Langham Hospitality Investments Limited (the "Company") (collectively referred as "Langham"), as convened by LHIL Manager Limited (the "Trustee-Manager", in its capacity as the trustee-manager of the Trust) and the Company, will be held on Wednesday, 12 May 2021 at 11:00 a.m. at 32nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, for the following purposes:

• 1. To receive and adopt the audited consolidated Financial Statements of the Trust and the Company for the year ended 31 December 2020, the audited Financial Statements of the Trustee-Manager for the year ended 31 December 2020, together with the Reports of the Directors and the Independent Auditor.

• 2. To re-elect Mr. Brett Stephen Butcher as an Executive Director.

• 3. To re-elect Professor Chan Ka Keung, Ceajer as an Independent Non-executive Director.

• 4. To re-elect Professor Lin Syaru, Shirley as an Independent Non-executive Director.

• 5. To re-elect Mr. Lo Chun Lai, Andrew as a Non-executive Director.

• 6. To authorize the Directors of the Company to fix their remuneration.

• 7. To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor of the Trust, the Trustee-Manager and the Company, and authorize the Directors of the Trustee-Manager and the Company to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolution (which shall serve as an ordinary resolution of registered holders of units under the Trust Deed (as defined hereinafter) and as an ordinary resolution of shareholders of the Company under the Company's amended and restated articles of association):

ORDINARY RESOLUTION

8. "THAT:

• (a) subject to paragraphs (b) and (c) of this Resolution and any applicable provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the provisions of the Trust Deed (as defined hereinafter) and the amended and restated articles of association of the Company, the Directors of the Trustee-Manager and the Company be and are hereby granted an unconditional general mandate to allot, issue and deal with additional ordinary shares and preference shares in the Company and additional units in the Trust, to be jointly issued by the Trust and the Company in the form of share stapled units ("Share Stapled Unit(s)") in accordance with the provisions of the Trust Deed, and to allot, issue or grant securities or convertible instruments convertible into Share Stapled Units or similar rights to subscribe for Share Stapled Units or such securities or convertible instruments and to make or grant offers, agreements and options in respect thereof;

• (b) such mandate shall not extend beyond the Relevant Period (as defined hereinafter) save that the Directors of the Trustee-Manager and the Company may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of Share Stapled Units allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors of the Trustee-Manager and the Company pursuant to paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter); (ii) the exercise of rights of subscription for Share Stapled Units or conversion into Share Stapled Units under the terms of any securities issued by the Trustee-Manager and the Company; or (iii) any distribution reinvestment arrangement or similar arrangement providing for the allotment of Share Stapled Units in lieu of the whole or part of a distribution in respect of the Share Stapled Units in accordance with the amended and restated articles of association of the Company and the Trust Deed, shall not exceed 20% of the aggregate number of Share Stapled Units in issue as at the date of the passing of this Resolution (and the aggregate numbers of units in the Trust and shares in the Company allotted or agreed conditionally to be allotted as components

of Share Stapled Units, otherwise than pursuant to any of (i) to (iii) above, shall not exceed 20% of the aggregate number of units or shares (as the case may be) in issue as at the date of passing this Resolution); and

(d) for the purpose of this Resolution:

"Trust Deed" refers to the trust deed dated 8 May 2013 constituting the Trust entered into between the Trustee-Manager and the Company as amended, supplemented, substituted or otherwise modified from time to time;

"Relevant Period" means the period from the passing of this Resolution up to:

• (i) the conclusion of the next annual general meeting of the Trust and the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Trust and the Company is required by any applicable law or the amended and restated articles of association of the Company and/or the Trust Deed to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the holders of Share Stapled Units in general meeting, whichever is the earliest;

"Rights Issue" means an offer of Share Stapled Units and/or Convertible Instruments (as defined hereinafter) to all existing holders of Share Stapled Units on a pro rata basis and an offer of Share Stapled Units and/or Convertible Instruments shall be considered and deemed to be made on a pro rata basis notwithstanding that (1) the Trustee-Manager and the Company acting jointly may, after making due enquiry regarding the applicable jurisdiction, determine that Share Stapled Units and/or Convertible Instruments are not to be offered to persons whose addresses are outside Hong Kong, and/ or that the Share Stapled Units and/or Convertible Instruments shall be offered on a basis, or containing such other terms, providing for any such other exclusions or adjustments determined by the Trustee-Manager and the Company acting jointly, if the Trustee-Manager and the Company by mutual agreement between them consider such exclusions or adjustments to be necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws, or under the requirements of any recognized regulatory body or stock exchange, of any territory or jurisdiction outside Hong Kong and/or (2) where and to the extent that holders of Share Stapled Units do not accept any offer of Share Stapled Units and/or Convertible Instruments within the applicable period for acceptance (as determined by the Trustee-Manager and the Company acting jointly by mutualagreement between them), such Share Stapled Units and/or Convertible Instruments may be offered or made available to, and taken up by, other persons as determined by the Trustee-Manager and the Company acting jointly by mutual agreement between them, subject to compliance with the relevant laws and regulations (including the applicable Listing Rules); and

"Convertible Instruments" means any options, warrants or similar rights for the subscription or issue of Share Stapled Units issued by the Trust and the Company and any securities issued by the Company or any subsidiaries of the Company which are convertible into or exchangeable for Share Stapled Units; any references to an issue of Share Stapled Units "pursuant to" any Convertible Instruments means an issue of Share Stapled Units pursuant to exercise of any subscription (or similar), conversion or exchange rights under the terms and conditions of such Convertible Instruments."

By Order of the Boards LHIL Manager Limited and

Langham Hospitality Investments Limited

WONG Mei Ling, Marina

Company Secretary

Hong Kong, 12 March 2021

Registered Office of the Company: Cricket Square, Hutchins Drive P.O. Box 2681

Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong of the Company: Suite 3001, 30th Floor

Great Eagle Centre 23 Harbour Road Wanchai, Hong Kong

Registered Office of the Trustee-Manager: 33rd Floor, Great Eagle Centre

23 Harbour Road

Wanchai, Hong Kong

Notes:

• 1. Any holder of Share Stapled Units entitled to attend and vote at the 2021 AGM (or any adjournment thereof) of the Trust and the Company is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a holder of Share Stapled Units of the Trust and the Company. For the health and safety of

  holders of Share Stapled Units, holders of Share Stapled Units are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the AGM as their proxy.

• 2. Where there are joint registered holders of any Share Stapled Unit, any one of such persons may vote at the 2021 AGM, either personally or by proxy, in respect of such Share Stapled Unit as if he/she was solely entitled thereto; but if more than one of such joint holders is present at the 2021 AGM personally or by proxy, that one of the holders so present whose name stands first on the Share Stapled Units Register in respect of such Share Stapled Unit shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased holder of Share Stapled Units in whose name any Share Stapled Unit stands shall for this purpose be deemed joint holders thereof.

• 3. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power of attorney or authority) must be deposited at the Principal Place of Business in Hong Kong of the Company at Suite 3001, 30th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong no later than 48 hours before the time appointed for holding the 2021 AGM (or any adjournment thereof).

  Completion and return of the form of proxy will not preclude holders of Share Stapled Units from attending and voting in person at the 2021 AGM should they so wish. In the event that the holders of Share Stapled Units attend the 2021 AGM 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.

• 4. The Share Stapled Units Register, the register of holders of units, the principal and Hong Kong branch registers of members, and the register of beneficial interests as established and maintained by the Trustee-Manager and the Company in accordance with the provisions of the Trust Deed will all be closed from Thursday, 6 May 2021 to Wednesday, 12 May 2021, both days inclusive for the purpose of ascertaining the entitlement of holders of Share Stapled Units to attend and vote at the 2021 AGM. During this period, no transfer of Share Stapled Units will be registered.

  In order to be eligible to attend and vote at the 2021 AGM, all properly completed transfer forms accompanied by the relevant Share Stapled Units certificates must be lodged with the Share Stapled Units Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 5 May 2021.

• 5. Each Share Stapled Unit comprises:

  • (a) a unit in the Trust;

  • (b) a beneficial interest in a specifically identified ordinary share in the Company held by the Trustee-Manager, which is "linked" to the unit; and

  • (c) a specifically identified preference share in the Company with is "stapled" to the unit.

  Under the Trust Deed and the Company's amended and restated articles of association, the number of ordinary shares and preference shares of the Company in issue must be the same at all times and must also, in each case, be equal to the number of units of the Trust in issue; and each of them is equal to the number of Share Stapled Units in issue.

• 6. The 2021 AGM is convened as a combined meeting of unitholders of the Trust and shareholders of the Company. Each resolution proposed to approve a matter to be considered by the holders of Share Stapled Units at the 2021 AGM shall serve as both a resolution of unitholders of the Trust and a resolution of shareholders of the Company.

• 7. The form of proxy provided to holders of Share Stapled Units for use at the 2021 AGM, and the form of voting paper to be used at the 2021 AGM, are, in each case, a single composite form. The effect of completing a form of proxy or voting paper (as the case may be) indicating a vote either for or against a resolution of holders of Share Stapled Units to be proposed at the 2021 AGM shall be the vote cast in respect of the relevant Share Stapled Units and shall constitute:

  • (i) a vote of the units of the Trust (as component of the relevant Share Stapled Units) in respect of the resolution of unitholders of the Trust under the Trust Deed;

  • (ii) a vote of the preference shares of the Company (as component of the relevant Share Stapled Units) in respect of the resolution of shareholders of the Company under the Company's amended and restated articles of association; and

  • (iii) an instruction to the Trustee-Manager to vote the number of ordinary shares of the Company held by the Trustee-Manager (as component of the relevant Share Stapled Units) in the same way of the resolution of shareholders of the Company under the Company's amended and restated articles of association.

• 8. In respect of each individual Share Stapled Unit, the voting rights conferred by the unit, and the preference share and the interest in the ordinary share which are components of the relevant Share Stapled Unit can only be exercised in the same way (either for or against) in respect of a resolution of holders of Share Stapled Units to be proposed at the 2021 AGM; and completion of a form of proxy or voting paper in respect of a Share Stapled Unit will have that effect, as described in note 7 above.

• 9. Concerning Resolutions numbered 2 to 5 above, Mr. Brett Stephen Butcher, Professor Chan Ka Keung, Ceajer, Professor Lin Syaru, Shirley and Mr. Lo Chun Lai, Andrew, will retire from office at the 2021 AGM and, being eligible, offer themselves for re-election and their biographical details together with other information are set out in Appendix to the circular to holders of Share Stapled Units dated 12 March 2021. Details of Directors' emoluments are set out in note 14 to the consolidated financial statements contained in the 2020 Annual Report of Langham.

• 10. Concerning Resolution numbered 8 above, the Directors of the Trustee-Manager and the Company wish to state that there are no immediate plans to issue any new Share Stapled Units or warrants.

• 11. The votes at the 2021 AGM will be taken by poll.

• 12. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 9:00 a.m. on Wednesday, 12 May 2021, the 2021 AGM will be rescheduled. The Trust and the Company will publish an announcement on the website "HKEXnews" atwww.hkexnews.hkand the website of the Trust and the Company atwww.langhamhospitality.comto notify holders of Share Stapled Units of the date, time and venue of the rescheduled meeting.

• 13. The 2021 AGM venue has wheelchair access. Anyone accompanying a holder of Share Stapled Units in need of assistance will be admitted to the 2021 AGM. If any member with a disability has a question regarding attendance, please contact the Company Secretarial Division of the Company by email [e-mail].

• 14. To protect the attending holders of Share Stapled Units, staff and stakeholders from the risk of infection of COVID-19, the Trust and the Company will implement the following precautionary and control measures at the 2021 AGM against the pandemic:

  • (i) Compulsory body temperature check

  • (ii) Compulsory wearing of surgical facial masks

  • (iii) Mandatory health declaration

  • (iv) Maintaining a safe distance between seats

  • (v) No provision of refreshments or beverages

  • (vi) No distribution of coupons for subsequent consumption

  Should anyone seeking to attend the 2021 AGM decline to submit to these requirements or be found to be suffering from a fever (i.e. having a body temperature of over 37.5 degrees Celsius) or otherwise unwell, the Trust and the Company reserves the right to refuse such person's admission to the 2021 AGM.

• 15. Subject to the development of COVID-19, the Trust and the Company may change the 2021 AGM arrangements at short notice and may issue further announcement as appropriate. Holders of Share Stapled Units should check the website of the Trust and the Company (www.langhamhospitality.com) for updates on the latest arrangement of the 2021 AGM.

As at the date of this notice, the Boards comprises: Dr. LO Ka Shui (Chairman and Non-executive Director), Mr. Brett Stephen BUTCHER (Chief Executive Officer and Executive Director), Professor CHAN Ka Keung, Ceajer*, Professor LIN Syaru, Shirley*, Mr. LO Chun Him, Alexander#, Mr. LO Chun Lai, Andrew# and Mr. WONG Kwai Lam*.

# Non-executive Directors

* Independent Non-executive Directors