Wharf : Proposed Spin-off and Separate Listing of Wharf Real Estate Investment Company Limited on the Main Board of the Stock Exchange of Hong Kong Limited – Issue of Listing Document & Declaration of Distribution

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere.

The Wharf (Holdings) Limited has not registered and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the "US Securities Act") and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemption from the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America. There will be no public offering of securities in the United States of America.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 4)

Reference is made to (i) the Joint Announcement in relation to, among other matters, the Proposed Spin-off and (ii) the announcement dated 2 November 2017 issued by the Company in relation to, among other matters, the expected date by which resolutions will be presented to the Board for the declaration of the Distribution.

The Listing Document in relation to the Proposed Spin-off was issued by Wharf REIC on 9 November 2017 solely for the purpose of giving information on the Wharf REIC Group and its business. The Listing Document contains, among other things, details of the number of Wharf REIC Shares to be allotted and issued under the Distribution, certain business and financial information relating to the Wharf REIC Group and the valuation of the property interests of the Wharf REIC Group as at 31 August 2017.

The Listing Document was despatched to the Shareholders to the extent reasonably practicable and legally permitted and was made available on the Hong Kong Exchanges and Clearing Limited's website at www.hkexnews.hk and on Wharf REIC's website at www.wharfreic.com. Copies of the Listing Document are also available for information purposes only during normal business hours at the offices of the joint sponsors of the proposed listing of Wharf REIC, details of which are set out in Wharf REIC's announcement dated 9 November 2017.

The Board announces that it declared the Distribution on 14 November 2017, which is conditional upon the Listing Committee of the Stock Exchange granting the Listing Approval and such approval not having been revoked prior to the completion of the Proposed Spin-off. Pursuant to the Distribution, the Qualifying Wharf Shareholders will be entitled to be allotted and issued one new Wharf REIC Share for every one Wharf Share held as at the Distribution Record Date.

In view of the reasons for and benefits of the Proposed Spin-off as set out in the Joint Announcement, the boards of directors of Wheelock and the Company consider the Proposed Spin-off to be in the interests of the Wheelock Shareholders and the Shareholders as a whole, and there should not be any adverse impact on the interests of the Wheelock Shareholders and the Shareholders resulting from the Proposed Spin-off. For more details of the implications of the Proposed Spin-off on the Remaining Wharf Group, please refer to the Joint Announcement.

As stated in the Company's announcement dated 2 November 2017, the Distribution Record Date is Monday, 20 November 2017. For the purpose of determining entitlement to the Distribution, the register of members of the Company will be closed on Monday, 20 November 2017. In order to qualify for the Distribution, all completed share transfer documents together with the relevant share certificates in respect of transfers of Wharf Shares 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.

The share certificates of the Wharf REIC Shares are expected to be despatched to Qualifying Wharf Shareholders on Wednesday, 22 November 2017. If the Listing does not proceed and the Distribution does not become unconditional, the share certificates of the Wharf REIC Shares will not become valid and dealings in the Wharf REIC Shares on the Stock Exchange will not commence on Thursday, 23 November 2017, in which case the Company and Wharf REIC will make announcement(s) as soon as practicable. Any persons who deal in the Wharf REIC Shares prior to the receipt of the share certificates of Wharf REIC Shares or prior to such share certificates becoming valid do so entirely at their own risk.

The allotment and issue of Wharf REIC Shares under the Distribution to certain Shareholders may be subject to laws of jurisdictions outside Hong Kong. Shareholders whose addresses registered in the register of members of the Company are in, and Shareholders and Beneficial Wharf Shareholders who are located or reside in, jurisdictions other than Hong Kong should

inform themselves about and observe all legal and regulatory requirements. It is the responsibility of the Shareholders and Beneficial Wharf Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdictions applicable to them in connection with the Distribution, including obtaining of any governmental, exchange control or other consents which may be required, or compliance with any other necessary formalities and payment of any issue, transfer or other taxes due in such jurisdiction. Overseas Wharf Shareholders and Beneficial Wharf Shareholders should consult their professional advisers if they are in any doubt as to the potential applicability of, or consequences under, any provision of laws or regulations or judicial or regulatory decisions or interpretations in any jurisdictions, territory or locality therein or thereof and, in particular, whether there will be any restriction or prohibition on the acquisition, retention, disposal or otherwise with respect to Wharf REIC Shares, as the case may be.

By reference to the register of members of the Company as at the date of this announcement, the Excluded Jurisdiction was Barbados. If the Excluded Jurisdiction(s) as at the Distribution Record Date turn(s) out to be different, the Company will announce, after the Distribution Record Date, the Excluded Jurisdiction(s). Such announcement is expected to be made on Wednesday, 22 November 2017.

Wharf REIC Shares which the Excluded Wharf Shareholders would otherwise receive pursuant to the Distribution will be issued to a nominee selected by the Board, who will sell such Wharf REIC Shares in the market as soon as reasonably practicable following the commencement of dealings in the Wharf REIC Shares on the Stock Exchange. The aggregate proceeds of such sale (net of expenses and taxes) will be paid to the relevant Excluded Wharf Shareholders (pro rata to their shareholdings in the Company as at the Distribution Record Date) in Hong Kong dollars in full satisfaction of the relevant Wharf REIC Shares which they would otherwise receive pursuant to the Distribution, provided that if the amount that an Excluded Wharf Shareholder would be entitled to receive is less than HK$100, such sum will be retained for the benefit of the Company. Such payments to Excluded Wharf Shareholders are expected to be made on or around Friday, 15 December 2017.

With respect to the Excluded Jurisdiction(s), the Company has sent a letter to CCASS Participants (other than CCASS Investor Participants) notifying them that, in light of applicable laws and regulations of the Excluded Jurisdiction(s), to the extent they hold any Wharf Shares on behalf of any Beneficial Wharf Shareholder with an address located in any of the Excluded Jurisdiction(s), they should sell the Wharf REIC Shares which they receive pursuant to the Distribution on behalf of the Beneficial Wharf Shareholder and pay the net proceeds of such sale to such Beneficial Wharf Shareholder. None of the Company, Wharf REIC or any of the joint sponsors of the proposed listing of Wharf REIC, any of their respective directors, officers or representatives or any other person involved in the Proposed Spin-off takes any responsibility for the sale of such Wharf REIC Shares or the payment of the net proceeds of the sale of such Wharf REIC Shares to any such underlying Beneficial Wharf Shareholder.

The Wharf REIC Shares to be allotted and issued pursuant to the Distribution will rank pari passu in all respects with each other and with the other Wharf REIC Shares currently in issue.

The current expected timetable for the Distribution is set out below:

Note: All times and dates stated above refer to Hong Kong local times and dates. Should there be any change to the above expected timetable, further announcement will be made by the Company as and when appropriate.

A more detailed expected timetable is set out in the section headed "Expected Timetable" in the Listing Document.

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