THE WHARF (HOLDINGS) LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 4)

Form of Proxy for Annual General Meeting

I/We1, of

, being the registered member(s) of shares3

in The Wharf (Holdings) Limited (the "Company"), hereby appoint4

of , or failing him/her, of , as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held in the Centenary

Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong on Friday, 15 May 2015 at 10:30 a.m.

and at any adjournment thereof. The proxy will vote on the proposed resolutions in respect of the undermentioned matters as

indicated below:

For5

Against5

1

To adopt the Financial Statements and the Reports of the Directors and Auditors for the financial year ended 31 December 2014.

2

(a) to re-elect Mr. Stephen Tin Hoi NG, a retiring Director, as a Director.

2

(b) to re-elect Mr. Andrew On Kiu CHOW, a retiring Director, as a Director.

2

(c) to re-elect Ms. Doreen Yuk Fong LEE, a retiring Director, as a Director.

2

(d) to re-elect Mr. Paul Yiu Cheung TSUI, a retiring Director, as a Director.

2

(e) to re-elect Professor Eng Kiong YEOH, a retiring Director, as a Director.

3

To re-appoint KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration.

4

(a) to approve an increase in the rate of fee payable to the Chairman of the

Company.

4

(b) to approve an increase in the rate of fee payable to the Directors (other than the Chairman of the Company).

4

(c) to approve an increase in the rate of fee payable to the Audit Committee

Members.

5

To give a general mandate to the Directors for share repurchases by the

Company.

6

To give a general mandate to the Directors for issue of shares.

7

To approve the addition of repurchased securities to the share issue general mandate stated under Resolution No. 6.

Member's signature(s): Proxy's specimen signature:

Signed this day of 2015.

Notes:

1. Full name(s) and address(es) of the member(s) completing this form should be inserted in Block Capitals in the space provided.
2. A member is entitled to appoint, at his/her own choice, a proxy or separate proxies to represent respectively such number of the shares in the Company registered under his/her name. A proxy needs not be a member of the Company.
3. Please insert the number of relevant shares in this form of proxy relates to. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company that are registered under your name(s).
4. Insert in Block Capitals the name(s) and address(es) of the proxy or proxies desired in the space provided. Any alteration to this form of proxy must be initialled by the member(s) who sign(s) it. A corporation may execute a form of proxy either under seal or under the hand of an officer or attorney duly authorised.

5. Important: if you wish your proxy to vote for a particular resolution, place a "✔" in the appropriate box under "For". If you wish your proxy to vote against a particular resolution, place a "✔" in the appropriate box under "Against". If this proxy form is returned to the Company without properly indicating how the proxy shall vote on any particular matter, the proxy shall be entitled to exercise his/her discretion as to whether he/she votes in respect of the relevant matter and if so how.

6. To be valid, this form of proxy must be completed and deposited at the registered office of the Company, 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours (exclusive of any part of a day that is public holiday) before the time appointed for holding the Meeting or any adjournment thereof. Forms of proxy sent electronically or by any other data transmission process will not be accepted.

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