Wharf : Proposed Spin-off and Separate Listing of Wharf Real Estate Investment Company Limited – Proposed Declaration of Conditional Distribution and Distribution Record Date

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 4)

The Company announces that resolutions are expected to be presented to the Board on or around Tuesday, 14 November 2017 for the purpose of, inter alia, its approval of the Proposed Spin-off and declaration of a conditional special interim dividend to be satisfied by way of the Distribution. The Distribution, if declared, will be conditional upon the Listing Committee of the Stock Exchange granting the Listing Approval and such approval not having been revoked prior to completion of the Proposed Spin-off.

If the Distribution is declared by the Board on Tuesday, 14 November 2017, the record date for determining entitlements to the Distribution will be Monday, 20 November 2017. For the purpose of determining entitlements to the Distribution (if declared), the register of members of the Company will be closed on Monday, 20 November 2017. All transfers of Wharf Shares, accompanied by the relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Friday, 17 November 2017 in order to qualify for the Distribution (if declared).

Reference is made to the announcement dated 4 September 2017 ("Joint Announcement") jointly issued by The Wharf (Holdings) Limited ("Company") and Wheelock and Company Limited in relation to, among other matters, the Proposed Spin-off of Wharf Real Estate Investment Company Limited, a direct wholly- owned subsidiary of the Company. Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as defined in the Joint Announcement.

The Company announces that resolutions are expected to be presented to the board of directors of Wharf ("Board") on or around Tuesday, 14 November 2017 for the purpose of, inter alia, its approval of the Proposed Spin-off and declaration of a conditional special interim dividend to be satisfied by way of the Distribution. The Distribution, if declared, will be conditional upon the Listing Committee of the Stock Exchange granting the Listing Approval and such approval not having been revoked prior to completion of the Proposed Spin-off. Further announcement(s) will be issued to provide more details of the Distribution after the said resolutions have been passed by the Board.

If the Distribution is declared by the Board on Tuesday, 14 November 2017, the record date for determining entitlements to the Distribution will be Monday, 20 November 2017 and the timetable for the Distribution will be as follows:

For the purpose of determining entitlement to the Distribution (if declared), the register of members of the Company will be closed on Monday, 20 November 2017. All transfers of Wharf Shares, accompanied by the relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Friday, 17 November 2017 in order to qualify for the Distribution (if declared).

If the Distribution is not declared by the Board, trading and transfer of Wharf Shares will operate as normal throughout the period indicated in the timetable above.

Further details of the Distribution and information in relation to the Wharf REIC Group will be set out in the listing document to be issued by Wharf REIC, which is expected to be despatched to shareholders of the Company on or around Thursday, 9 November 2017.

Further announcement(s) will be made by the Company in relation to the Proposed Spin-off as and when appropriate.

By order of the Board

Company Secretary

Hong Kong, 2 November 2017

As at the date of this announcement, the Board comprises Mr. Stephen T. H. Ng, Mr. Andrew O. K. Chow, Ms. Doreen Y. F. Lee, Mr. Paul Y. C. Tsui, Ms. Y. T. Leng and Mr. K. P. Chan, together with seven Independent Non- executive Directors, namely Mr. Alexander S. K. Au, Professor Edward K. Y. Chen, Mr. Vincent K. Fang, Mr. Hans Michael Jebsen, Ms. Elizabeth Law, Mr. David Muir Turnbull and Professor E. K. Yeoh.