Wheelock and : & Company Limited – 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 notice, 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 notice.

(Incorporated in Hong Kong with limited liability)

Stock Code: 20

NOTICE OF ANNUAL GENERAL MEETING

1. To receive and consider the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 31 December 2016.

2. To re-elect retiring Directors.

3. To appoint Auditors and authorise the Directors to fix their remuneration.

4. To approve, with retroactive effect from 1 January 2017:

5. an increase in the rate of fee payable to the Chairman of the Company from HK$225,000 per annum to HK$250,000 per annum;

6. an increase in the rate of fee payable to each of the Directors (other than the Chairman) of the Company from HK$150,000 per annum to HK$200,000 per annum;

7. an increase in the rate of fee payable (for serving on the Audit Committee of the Company) to each of those Directors of the Company, who from time to time are also members of the Audit Committee of the Company, from HK$75,000 per annum to HK$100,000 per annum; and

8. the payment (for serving on the Remuneration Committee of the Company) to each of those Directors of the Company, who from time to time are also members of the Remuneration Committee of the Company, of a fee at the rate of HK$50,000 per annum.

   And to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

9. "THAT:

10. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase shares of the Company be and is hereby generally and unconditionally approved;

11. the aggregate number of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of ordinary shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution), and the said approval shall be limited accordingly; and

12. for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

    (aa) the conclusion of the next Annual General Meeting of the Company;

    (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

    (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."

13. "THAT:

14. subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power be and is hereby generally and unconditionally approved;

15. the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power after the end of the Relevant Period;

16. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) any share option or incentive scheme, or (ii) a Rights Issue (as defined below), or (iii) the exercise of rights of subscription or conversion under the terms of any options, warrants or similar rights granted by the Company or any securities which are convertible into shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

    (aa) 20% of the number of ordinary shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution); plus

    (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the number of ordinary shares of the Company in issue at the date of passing ordinary resolution numbered (5) as set out in the notice convening this meeting) (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of the said ordinary resolution numbered (5)),

    and the said approval shall be limited accordingly; and

17. for the purposes of this Resolution:

    "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

    (aa) the conclusion of the next Annual General Meeting of the Company;

    (bb) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

    (cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

    "Rights Issue" means an offer of shares, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or

    expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

18. "THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution numbered (6) as set out in the notice convening this meeting be and is hereby extended by the addition thereto of such further additional shares as shall represent the aggregate number of shares of the Company bought back by the Company subsequent to the time of passing the said ordinary resolution numbered (6), provided that the number of shares so added shall not exceed 10% of the number of ordinary shares of the Company in issue at the date of passing ordinary resolution numbered (5) as set out in the notice convening this meeting (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of the said ordinary resolution numbered (5))."

By Order of the Board Wilson W. S. Chan Company Secretary

Hong Kong, 5 April 2017

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

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the Company's registered office at 23rd Floor, Wheelock House, 20 Pedder Street, Hong Kong, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for the holding of the meeting or adjourned meeting.

2. With reference to item (2) above, Mr. Douglas C. K. Woo, Mr. Ricky K. Y. Wong, Mr. Tak Hay Chau, Mr. Kenneth W. S. Ting and Mr. Glenn S. Yee are proposed to be re-elected at the forthcoming Annual General Meeting.

3. With reference to the Ordinary Resolution proposed under item (6) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company pursuant to the mandate to be given thereunder, other than under any share option or incentive scheme from time to time adopted by the Company.