Wharf : Resignation of Directors

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)

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 ("Wharf REIC"). Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as defined in the Joint Announcement.

The board of directors of the Company ("Board") announces that, having accepted appointment to the board of directors of Wharf REIC and in contemplation of the successful Proposed Spin-off:

1. Ms. Y. T. Leng has tendered her resignation as a Director of the Company; and

2. each of Mr. Alexander S. K. Au and Professor E. K. Yeoh has tendered his resignation as an Independent Non-executive Director of the Company,

all with effect from the date on which the Wharf REIC Shares are listed on the Main Board of the Stock Exchange. Following their resignations as directors of the Company, Mr. Au and Professor Yeoh will cease to be members of the audit committee of the Company.

Each of the above resigning directors of the Company has confirmed that he/she has no disagreement with the Board and there is no other matter that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange in respect of his/her resignation.

The Board takes this opportunity to express its deep appreciation to Ms. Y. T. Leng, Mr. Alexander S.

K. Au and Professor E. K. Yeoh for their invaluable contributions to the Company during their tenure of services.

Hong Kong, 8 November 2017

By Order of the Board

Company Secretary

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.

The Wharf (Holdings) Limited - Announcement (8 November 2017)

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