Wheelock and : & Company Limited – Circular (General Mandates for Buy-back and Issue of Shares/ Revision of Annual Fees Payable to Directors/ Re-election of Directors/Notice of Annual General Meeting)

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

(Incorporated in Hong Kong with limited liability)

Stock Code: 20

Directors:

Mr. Douglas C. K. Woo, JP (Chairman & Managing Director)

Mr. Stephen T. H. Ng (Deputy Chairman) Mr. Stewart C. K. Leung (Vice Chairman) Mr. Paul Y. C. Tsui (Executive Director &

Group Chief Financial Officer)

Mr. Ricky K. Y. Wong Mr. Tak Hay Chau, GBS* Mrs. Mignonne Cheng

Mr. Winston K. W. Leong* Mr. Alan H. Smith, JP*

Mr. Richard Y. S. Tang, SBS, JP* Mr. Kenneth W. S. Ting, SBS, JP* Ms. Nancy S. L. Tse, JP*

Mr. Glenn S. Yee*

(* Independent Non-executive Directors)

Registered Office: 23rd Floor, Wheelock House, 20 Pedder Street, Hong Kong

To the Shareholders

Dear Sir or Madam,

5 April 2017

1. The purpose of this Circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming annual general meeting of Wheelock and Company

   Limited (the "Company"; together with its subsidiaries, the "Group") to be held on 11 May 2017 (the "AGM") to, inter alia, (i) grant general mandates to buy back shares and to issue new shares of the Company; (ii) revise the rates of fees payable to the chairman, directors and Audit Committee members and pay a fee to Remuneration Committee members of the Company; and (iii) re-elect retiring directors of the Company.

2. At the annual general meeting of the Company held on 16 May 2016, ordinary resolutions were passed giving general mandates to the directors of the Company (the "Directors") (i) to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") representing up to 10% of the number of issued shares of the Company as at 16 May 2016; and (ii) to allot, issue and deal with shares of the Company subject to a restriction that the aggregate number of shares allotted or agreed to be allotted must not exceed the aggregate of (a) 20% of the number of shares of the Company in issue as at 16 May 2016, and (b) (authorised by a separate ordinary resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules")) the number of any shares bought back by the Company since the granting of the general mandate for issue of shares.

   Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed buy-back mandate is set out in the Appendix to this Circular.

3. Following a recent review of the current level of fees payable to the Directors which was last fixed in 2015, it is now considered appropriate that the rates of fees payable to Directors be revised with retroactive effect from 1 January 2017. Under such fee revision proposal, the amount of fee payable to: (i) the chairman of the Company (the "Chairman"), originally at the rate of HK$225,000 per annum, would be increased to HK$250,000 per annum; (ii) each of the other Directors, originally at the rate of HK$150,000 per annum, would be increased to HK$200,000 per annum; and (iii) each of the members of the Company's Audit Committee (who are also Directors of the Company), originally at the rate of HK$75,000 per annum, would be increased to HK$100,000 per annum. Moreover, since the establishment of the Company's Remuneration Committee (which presently comprises three members, namely, Mr. Alan H. Smith, Mr. Kenneth

   W. S. Ting and Mr. Douglas C. K. Woo, who are also Directors of the Company) on 14th June, 2005, no fee has ever been paid to the Remuneration Committee members. It is considered appropriate to also pay a fee to each of the members of the Company's Remuneration Committee at the rate of HK$50,000 per annum also with retroactive effect from 1 January 2017. Four separate resolutions to give effect to such fee revisions and/or payment will be put forward at the AGM for the purpose of seeking approval from the shareholders of the Company (the "Shareholders").

4. Five Directors, namely, Mr. Douglas C. K. Woo, Mr. Ricky K. Y. Wong, Mr. Tak Hay Chau, Mr. Kenneth W. S. Ting and Mr. Glenn S. Yee (the "Retiring Directors"), will retire from the board of Directors (the "Board") and are proposed to be re-elected at the AGM. The Retiring Directors do not have any fixed term of service with the Company. Therefore, after re-election at the AGM, they will continue to be Directors for an unspecified term but subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. So far as the Directors are aware, save as disclosed below, (i) as at 28 March 2017 (being the latest practicable date for

determining the relevant information in this Circular) (the "Latest Practicable Date"), none of the Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) in the securities of the Company;

(ii) none of the Retiring Directors held, nor in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable and none of the Retiring Directors is/was involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Set out below is relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. Douglas Chun Kuen WOO, JP, aged 38, has been Chairman of the Company since 2014 and a Director and Managing Director since 2013. He is chairman and member of the Nomination Committee and a member of the Remuneration Committee. He is also vice chairman and managing director of Wheelock Properties Limited ("WPL") and a director of certain other subsidiaries of the Company.

Mr. Woo is a government-appointed Alternative Representative of Hong Kong, China to the APEC Business Advisory Council; a Non-official member of the Development Bureau's Land and Development Advisory Committee and a member of the Land Sub-Committee; chairman of the Environment and Conservation Fund; a member of the Commission on Poverty's Social Innovation and Entrepreneurship Development Fund Task Force; a director and Executive Committee member of The Real Estate Developers Association of Hong Kong ("REDA"); chairman of the HK General Chamber of Commerce's Real Estate & Infrastructure Committee and a member of the Economic Policy Committee; and Patron of Project WeCan. Mr. Woo is also a member of the Beijing Committee of the Chinese People's Political Consultative Conference ("CPPCC") and a member of the All-China Youth Federation. He was appointed a Justice of the Peace in 2016.

Mr. Woo holds a Bachelor degree in Architecture from Princeton University in USA and a Master of Business Administration degree (EMBA Program) from The HKUST Business School and The Kellogg School of Management of Northwestern University. He was awarded an Honorary Doctor of Humane Letters degree by Savannah College of Art and Design (Hong Kong).

Mr. Douglas Woo is the son of two substantial shareholders of the Company, namely, Mr. Peter K.

C. Woo, who was formerly the Senior Director of the Company until his retirement on 19 May 2015, and Mrs. Bessie P. Y. Woo.

As at the Latest Practicable Date, Mr. Douglas Woo had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 8,000,000 new shares of the Company. Mr. Woo receives or would receive from the Company a Chairman's fee as Chairman of the Company and a Remuneration Committee member's fee as a member of the Remuneration Committee, at such rates as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. Under the existing service contract between the Group and Mr. Woo, the total amount of his emolument, inclusive of basic salary and various allowances etc., is

approximately HK$6.22 million per annum. In addition, a discretionary bonus is normally payable to Mr. Woo with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Woo is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities.

In February 2016, he was re-appointed as an associate member of Hong Kong Special Administrative Region ("HKSAR") - Central Policy Unit, after having served as an associate member for three years from 2013 to 2016 and as a part-time member for the years 2009 and 2010. Mr. Wong has also served as a co-opted member of the Hong Kong Diploma of Secondary Education Examination - Applied Learning Subject Committee of the Hong Kong Examinations and Assessment Authority from September 2015 to August 2018. Mr. Wong graduated from University of Wisconsin in the US with a Master Degree in Business Administration.

As at the Latest Practicable Date, Mr. Wong had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 4,150,000 new shares of the Company. Mr. Wong receives from the Company a Director's fee at such rate as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. Under the existing service contract between the Group and Mr. Wong, the total amount of his emolument, inclusive of basic salary and various allowances etc., is approximately HK$4.55 million per annum. In addition, a discretionary bonus is normally payable to Mr. Wong with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Wong is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities.

Mr. Tak Hay CHAU, GBS, aged 74, has been an Independent Non-executive Director ("INED") of the Company since 2012. He graduated from The University of Hong Kong in 1967. Mr. Chau served in a number of principal official positions in the Hong Kong Government between 1988 and 2002, including Secretary for Commerce and Industry, Secretary for Broadcasting, Culture and Sport, and Secretary for Health and Welfare. Mr. Chau was awarded the Gold Bauhinia Star by the Government of HKSAR in 2002. He is an INED of two companies publicly listed in Hong Kong, namely, SJM Holdings Limited and Tradelink Electronic Commerce Limited.

Mr. Chau receives from the Company a Director's fee at such rate as approved by the Shareholders from time to time, and as stated in the paragraph under (3) on page 2 of this Circular. The relevant fee(s) payable to him is/are determined by reference to the level of fee(s) normally payable by a listed company in Hong Kong to a director, including an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee.