REG - Mandarin Oriental Jardine Matheson Hdg - Announcement (Publication of Shareholder Circular)

Jardine Matheson HoldingsAnnouncement

14/11/2025 09:45

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RNS Number : 6047H  Mandarin Oriental International Ltd  14 November 2025

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

 

For immediate release

 

14 November 2025

 

RECOMMENDED CASH ACQUISITION

 

of

 

MANDARIN ORIENTAL INTERNATIONAL Limited ("Mandarin Oriental")

by

 

Jardine strategic limited ("Bidco"), a wholly-owned subsidiary of Jardine
Matheson HOLDINGS limited ("JARDINE MATHESON")

 

(to be implemented by way of a scheme of arrangement under the Bermuda
Companies Act)

 

publication of SCHEME DOCUMENT and noticeS of COURT meeting and Special
general meeting

 

Summary

·      Further to the announcement on 17 October 2025 by Mandarin
Oriental and Jardine Matheson in relation to the recommended cash acquisition
pursuant to which Bidco, a wholly-owned subsidiary of Jardine Matheson, will
acquire the 11.96 per cent. of Mandarin Oriental's total issued share capital
which Bidco does not already own (the "Acquisition"), Mandarin Oriental and
Jardine Matheson are pleased to announce that a shareholder circular in
relation to the Acquisition (the "Scheme Document") was published today.

·      The implementation of the Acquisition will require the approval
of the Scheme by the Independent Mandarin Oriental Shareholders at the Court
Meeting and the passing of the SGM Resolution by the Mandarin Oriental
Shareholders at the Special General Meeting. The Scheme will also be subject
to the sanction of the Supreme Court of Bermuda (the "Court").

·      Mandarin Oriental Shareholders should read the Notices of Court
Meeting and of Special General Meeting in Part IX and X (respectively) of the
Scheme Document for further details about the Court Meeting and Special
General Meeting.

·      It is important, for the Court Meeting in particular, that as
many votes as possible are cast (whether in person or by proxy) in order for
the Court to be satisfied that there is a fair representation of Independent
Mandarin Oriental Shareholders' opinion. Accordingly, Mandarin Oriental
Shareholders are encouraged to appoint (or request the appointment of) a proxy
to exercise their right to vote as outlined in the Scheme Document. Mandarin
Oriental Shareholders should also refer to the proxy forms enclosed with the
Scheme Document.

·      Further information regarding the Court Meeting, the Special
General Meeting and the action that Mandarin Oriental Shareholders should take
in connection with the Scheme Document is set out in Part IV of the Scheme
Document.

·      A copy of the Scheme Document (including the proxy forms) will be
posted to Mandarin Oriental Shareholders today. In order to be valid,
completed and signed proxy forms must be returned to the relevant registrar as
soon as possible, and in any event no later than the time specified in the
Scheme Document, in accordance with the instructions printed on the proxy
forms and the Scheme Document.

·      If you do not receive a copy of the Scheme Document, please
contact the voting hotline on (i) +852 3953 7250 (Hong Kong); (ii) +65 6536
5355 (Singapore); (iii) +44 371 664 0321 (UK); or (iv) via email at
DL-MUFG-CM-MO@mpms.mufg.com (mailto:DL-MUFG-CM-MO@mpms.mufg.com) .

·      The Scheme Document (including the Notices of Court Meeting and
of Special General Meeting) and the proxy forms are available for inspection
on Mandarin Oriental's website at www.mandarinoriental.com
(http://www.mandarinoriental.com) . Mandarin Oriental Shareholders will be
able to print the proxy forms to return to the relevant registrar according to
the instructions printed on the proxy forms and the Scheme Document.

Introduction

Further to the announcement on 17 October 2025 by Mandarin Oriental and
Jardine Matheson in relation to the Acquisition, Mandarin Oriental and Jardine
Matheson are pleased to announce that the Scheme Document was published today.

It is proposed that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under section 99 of the Bermuda
Companies Act (the "Scheme").

Unless otherwise defined, terms used in this announcement shall have the same
meaning as those used in the Scheme Document.

The Scheme Document

The Scheme Document sets out, amongst other things, a letter from the Mandarin
Oriental Transaction Committee, the full terms and conditions of the Scheme,
an explanatory statement, notices of the required meetings, an expected
timetable of principal events and details of the action to be taken by
Mandarin Oriental Shareholders.

As described in the Scheme Document, the implementation of the Acquisition
will require the approval of the Scheme by the Independent Mandarin Oriental
Shareholders at the Court Meeting and the passing of the SGM Resolution at the
Special General Meeting by the Mandarin Oriental Shareholders. The Scheme will
also be subject to the sanction of the Court.

The Scheme Document contains notices convening each of the Court Meeting and
the Special General Meeting. The Court Meeting and the Special General Meeting
will each be held at 4(th) floor, Jardine House, 33-35 Reid Street, Hamilton
HM12, Bermuda. The Court Meeting will start at 8:00 a.m. (Bermuda time) on 8
December 2025 and the Special General Meeting will start at 8:15 a.m. (Bermuda
time) on that date (or as soon thereafter as the Court Meeting shall have been
concluded or adjourned).

A copy of the Scheme Document (including the proxy forms) will be posted to
Mandarin Oriental Shareholders today. In order to be valid, completed and
signed proxy forms must be returned to the relevant registrar as soon as
possible, and in any event no later than the time specified in the Scheme
Document, in accordance with the instructions printed on the proxy forms and
the Scheme Document.

If you do not receive a copy of the Scheme Document, please contact the voting
hotline on (i) +852 3953 7250 (Hong Kong); (ii) +65 6536 5355 (Singapore);
(iii) +44 371 664 0321 (UK); or (iv) via email at DL-MUFG-CM-MO@mpms.mufg.com
(mailto:DL-MUFG-CM-MO@mpms.mufg.com) .

The Scheme Document (including the Notices of Court Meeting and of Special
General Meeting) and the proxy forms are available for inspection on Mandarin
Oriental's website at www.mandarinoriental.com
(http://www.mandarinoriental.com) . Mandarin Oriental Shareholders will be
able to print the proxy forms to return to the relevant registrar according to
the instructions printed on the proxy forms and the Scheme Document. The
Scheme Document will also shortly be submitted to the FCA's National Storage
Mechanism and will be available for inspection on its website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Action to be Taken

Under Bermuda law, the Scheme must be approved by a majority in number of the
Independent Mandarin Oriental Shareholders present and voting, either in
person or by proxy, at the Court Meeting, representing at least 75 per cent.
in value of the Independent Mandarin Oriental Shares voted. In addition, the
SGM Resolution must be approved by at least 75 per cent. of the votes cast by
Mandarin Oriental Shareholders present and voting, either in person or by
proxy, at the Special General Meeting.

Mandarin Oriental Shareholders should read the Notices of Court Meeting and of
Special General Meeting in Part IX and X (respectively) of the Scheme Document
for further details about the Court Meeting and Special General Meeting.

It is important, for the Court Meeting in particular, that as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair representation of Independent Mandarin Oriental
Shareholders' opinion. Accordingly, Mandarin Oriental Shareholders are
encouraged to appoint (or request the appointment of) a proxy to exercise
their right to vote as outlined in the Scheme Document.

You will find enclosed with the Scheme Document a White Form of Proxy for
holders of Mandarin Oriental Shares in certificated form, a Blue Form of
Direction for holders of Depository Interests within CREST or a Yellow Proxy
Instruction Form for holders of Depository Interests within CDP for each of
the Court Meeting and Special General Meeting, to enable you to appoint (or
request the appointment of) a proxy to cast your vote at the Court Meeting and
Special General Meeting or at any adjournment thereof. Please refer to Part IV
of the Scheme Document for further information on how to vote.

Mandarin Oriental Shareholders are strongly encouraged to appoint the Chair of
the Court Meeting and Special General Meeting (or, in the case of holders of
Depository Interests in CREST or CDP, to request that the Jersey Branch
Registrar or CDP (as applicable) appoint the Chair of the Court Meeting and
Special General Meeting on their behalf) as their proxy, which will ensure
that their votes are cast in accordance with their wishes, even where the
Mandarin Oriental Shareholder, or another person they might wish to appoint as
proxy, is unable to attend the meeting in person.

If you hold Mandarin Oriental Shares in certificated form on the Jersey branch
register of members or Depository Interests in CREST and require assistance
with the completion of the White Form of Proxy or Blue Form of Direction (as
applicable), please contact the voting hotline on (i) +852 3953 7250 (Hong
Kong); (ii) +65 6536 5355 (Singapore); (iii) +44 371 664 0321 (UK); or (iv)
via email at DL-MUFG-CM-MO@mpms.mufg.com. However, you should be aware that
the Jersey Branch Registrar cannot provide any financial or legal advice in
connection with the Acquisition or advise you on how you should vote at the
Court Meeting or Special General Meeting.

If you hold Mandarin Oriental Shares in certificated form on the Singapore
branch register of members or Depository Interests in CDP and require
assistance with the completion of the White Form of Proxy or the Yellow Proxy
Instruction Form (as applicable), please contact the voting hotline on (i)
+852 3953 7250 (Hong Kong); (ii) +65 6536 5355 (Singapore); (iii) +44 371 664
0321 (UK); or (iv) via email at DL-MUFG-CM-MO@mpms.mufg.com. However, you
should be aware that the Singapore Branch Registrar cannot provide any
financial or legal advice in connection with the Acquisition or advise you on
how you should vote at the Court Meeting or Special General Meeting.

Any investor holding their Mandarin Oriental Shares through a nominee within
the CREST or CDP systems or through an agent or broker should contact their
nominee, depository agent, broker or relevant professional adviser with regard
to the procedures required to enable them to be represented and to vote at the
Court Meeting and Special General Meeting.

Duly completed White Forms of Proxy, Blue Forms of Direction and Yellow Proxy
Instruction Forms for each of the Court Meeting and Special General Meeting
should be returned to the relevant registrar as soon as possible, and in any
event no later than the time specified in the Scheme Document, together with
any power of attorney or authority under which such form is executed (or a
notarially certified copy of such power or authority). Mandarin Oriental may,
pursuant to Mandarin Oriental's Bye-laws, treat as invalid a CREST proxy, CDP
proxy or other proxy that does not comply with the requirements set out in the
Scheme Document, the Notice of Court Meeting and the Notice of Special General
Meeting or which does not otherwise conform with the requirements set out in
Mandarin Oriental's Bye-laws.

Further information regarding the Court Meeting, the Special General Meeting
and the action that Mandarin Oriental Shareholders should take in connection
with the Scheme Document is set out in Part IV of the Scheme Document.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to the requisite approval at the relevant meetings
having been obtained, the sanction of the Scheme by the Court and the
satisfaction or waiver of the other Conditions set out in the Scheme Document,
the Scheme is expected to become effective by 28 February 2026.

If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Mandarin Oriental Shareholders
by announcement through a Regulatory Information Service.

Enquiries:

 For further information, please contact:
 Brunswick
 Tom Burns                                 +44 (0) 20 7404 5959
 Gavin Cross                               +852 9522 6819

                                           JARDINES@brunswickgroup.com (mailto:JARDINES@brunswickgroup.com)

 Jardines
 Harry Thompson                            +852 9107 9370

                                           Harry.Thompson@jardines.com (mailto:Harry.Thompson@jardines.com)

Important Notices

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Mandarin Oriental in any
jurisdiction in contravention of applicable law. This announcement does not
constitute a prospectus, prospectus equivalent or prospectus exempted
document.

The Scheme Document contains the terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document. Mandarin Oriental
Shareholders are advised to read the formal documentation in relation to the
Acquisition carefully.

If the Scheme becomes effective, it will be binding on all Mandarin Oriental
Shareholders, and each Independent Mandarin Oriental Shareholder will receive
payment of the Scheme Value.

Notice to United States Holders of Mandarin Oriental Shares

The Acquisition relates to the shares of a Bermudian company and is being made
by means of a scheme of arrangement provided for under Bermudian company law.
A transaction effected by means of a scheme of arrangement is not subject to
the tender offer rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in Bermuda to scheme of
arrangements, which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. The financial information included
or incorporated by reference in this announcement has been prepared in
accordance with International Financial Reporting Standards (as adopted by the
European Union) and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

Mandarin Oriental is a company incorporated under the laws of Bermuda. A
majority of the assets of Mandarin Oriental are located outside the United
States. As a result, it may not be possible for Mandarin Oriental Shareholders
in the United States to effect service of process within the United States
upon Mandarin Oriental or its respective officers or directors or to enforce
against any of them judgments of the United States courts predicated upon the
civil liability provisions of the federal securities laws of the United
States. It may not be possible to sue Mandarin Oriental or its respective
officers or directors in a non-US court for violations of the US securities
laws. There is also substantial doubt as to enforceability in Bermuda, in
original actions or in actions for enforcement, of the judgments of US courts,
based on the civil liability provisions of US federal securities laws.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than Bermuda, Singapore or the United Kingdom may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction
other than Bermuda, Singapore or the United Kingdom should inform themselves
about, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. The information disclosed in
this announcement has been prepared for the purposes of complying with
Bermudian, Singaporean and English law and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of jurisdictions
outside of Bermuda, Singapore and England and Wales.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction and persons
receiving this announcement and all documents (including custodians, nominees
and trustees) relating to the Acquisition should observe these restrictions
and must not mail or otherwise forward, distribute or send this announcement
or documents relating to the Acquisition in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction.

Forward-looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made by or on behalf of Jardine Matheson and/or
Mandarin Oriental regarding the Acquisition, the Scheme, and other information
published by or on behalf of Jardine Matheson and/or Mandarin Oriental or
their respective affiliates may contain statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and on numerous assumptions regarding the business
strategies and the environment in which Jardine Matheson and/or Mandarin
Oriental shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to
Jardine Matheson and/or Mandarin Oriental's future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and the
Scheme and other statements other than historical facts. These forward-looking
statements may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or disposals. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or projected.
Such forward-looking statements should therefore be construed in the light of
such factors.

Neither Jardine Matheson or Mandarin Oriental, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement shall actually occur.
Given these risks and uncertainties, potential investors should not place any
reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
Jardine Matheson or Mandarin Oriental or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.

Jardine Matheson, Mandarin Oriental and their respective affiliates expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement or
any other forward-looking statements they may make whether as a result of new
information, future developments or otherwise.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in the Scheme Document to times are to Bermuda time unless
otherwise stated. All dates and times are indicative only, are based on
Jardine Matheson and Mandarin Oriental's current expectations and are subject
to change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Mandarin Oriental
Shareholders by announcement through a Regulatory Information Service.

 Event                                                                               Time/Date
 Publication of the Scheme Document                                                  14 November 2025
 Latest time for holders of Depository Interests within CREST to lodge the Blue      12:00 p.m. (UK time) on 4 December 2025
 Form of Direction for the Court Meeting(1)
 Latest time for holders of Depository Interests within CDP to lodge the Yellow      8:00 p.m. (Singapore time) on 4 December 2025
 Proxy Instruction Form for the Court Meeting(2)

 

 Latest time for holders of Depository Interests within CREST to lodge the Blue    12:15 p.m. (UK time) on 4 December 2025
 Form of Direction for the Special General Meeting(1)
 Latest time for holders of Depository Interests within CDP to lodge the Yellow    8:15 p.m. (Singapore time) on 4 December 2025
 Proxy Instruction Form for the Special General Meeting4
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            8:00 a.m. (Bermuda time) on 5 December 2025
 Oriental Shares in certificated form on the Bermuda principal register of
 members to lodge the White Form of Proxy for the Court Meeting5
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            12:00 p.m. (UK time) on 5 December 2025
 Oriental Shares in certificated form on the Jersey branch register of members
 to lodge the White Form of Proxy for the Court Meeting6
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            8:00 p.m. (Singapore time) on 5 December 2025
 Oriental Shares in certificated form on the Singapore branch register of
 members to lodge the White Form of Proxy for the Court Meeting7
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            8:15 a.m. (Bermuda time) on 5 December 2025
 Oriental Shares in certificated form on the Bermuda principal register of
 members to lodge the White Form of Proxy for the Special General Meeting8
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            12:15 p.m. (UK time) on 5 December 2025
 Oriental Shares in certificated form on the Jersey branch register of members
 to lodge the White Form of Proxy for the Special General Meeting8
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            8:15 p.m. (Singapore time) on 5 December 2025
 Oriental Shares in certificated form on the Singapore branch register of
 members to lodge the White Form of Proxy for the Special General
 Meeting1(0)(11)
 Voting Record Time for the Court Meeting                                          8:00 a.m. (Bermuda time) on 5 December 2025
 Voting Record Time for the Special General Meeting                                8:15 a.m. (Bermuda time) on 5 December 2025
 Court Meeting                                                                     8:00 a.m. (Bermuda time) on 8 December 2025
 Special General Meeting                                                           8:15 a.m. (Bermuda time) on 8 December 2025
 Expected date of completion of the OCB Sale                                       On or before 31 December 20251(2)

 The following dates and times associated with the Scheme are subject to change
 and will depend on, among other things, the date on which the Conditions to
 the Scheme other than Condition 1(ii)(c) of Part V of the Scheme Document are
 satisfied or, if capable of waiver, waived, and the date on which the Court
 sanctions the Scheme. Mandarin Oriental will give adequate notice of all of
 these dates and times, when known, by issuing an announcement through a
 Regulatory Information Service. Further updates and changes to these times
 will be notified in the same way.

 Sanction Hearing                                                                  Expected to be on 15 January 2026 subject to the satisfaction (or, if
                                                                                   applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                                   Long Stop Date
 Last day of dealings in Mandarin Oriental Shares on the Singapore Exchange        D-8 Business Days*
 Suspension of trading on the Main Board of the Singapore Exchange                 By 9:00 a.m. (Singapore time) on D-7 Business Days*
 Last day of dealings in Mandarin Oriental Shares on the Bermuda and London        D-1 Business Day*
 Stock Exchange
 Suspension of trading on the London Stock Exchange's Main Market                  5:00 p.m. (UK time) on D-1 Business Day*
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            5:30 p.m. (UK time) on D-1 Business Day*
 Oriental Shares in certificated form on the Jersey branch register of members
 to lodge the Green Form of Currency Election to elect to receive the Scheme
 Value in GBP
 Suspension of trading on the Bermuda Stock Exchange                               5:00 p.m. (Bermuda time) on D-1 Business Day*
 Scheme Record Time (in respect of the Scheme)                                     6:00 p.m. (Bermuda time) on D-1 Business Day*
 Court Order to be delivered to the Registrar of Companies for registration        ("D")*(13)
 (the Acquisition Effective Date)
 Cancellation of listing of Mandarin Oriental Shares on the Bermuda Stock          8:30 a.m. (Bermuda time) on D+1 Business Day*
 Exchange
 Cancellation of listing of Mandarin Oriental Shares on the London Stock           8:00 a.m. (UK time) on D+1 Business Day*
 Exchange's Main Market
 Cancellation of listing of Mandarin Oriental Shares on the Main Board of the      5:00 p.m. (Singapore time) on D+1 Business Day*
 Singapore Exchange
 Latest date for dispatch of cheques and the crediting of CREST and CDP            As soon as reasonably practicable and in any event no later than D+28 days
 accounts for the Scheme Value due to Independent Mandarin Oriental
 Shareholders under the Acquisition due to Mandarin Oriental Shareholders
 Long Stop Date (latest Acquisition Effective Date)                                31 May 2026

 

The Court Meeting and Special General Meeting will each be held at 4(th)
floor, Jardine House, 33-35 Reid Street, Hamilton HM12, Bermuda. The Court
Meeting will start at 8:00 a.m. (Bermuda time) on 8 December 2025 and the
Special General Meeting will start at 8:15 a.m. (Bermuda time) on that date
(or as soon thereafter as the Court Meeting shall have been concluded or
adjourned). If any of the expected dates above change, Mandarin Oriental will
give notice of the change by issuing an announcement through a Regulatory
Information Service.

Independent Mandarin Oriental Shareholders are entitled to appear or be
represented at the Sanction Hearing, at which Mandarin Oriental will seek the
sanction of the Scheme.

*All dates by reference to "D-1", "D+1", "D+2" and "D+3" will be to the date
falling the number of indicated Business Days immediately preceding, or
immediately after, date D, as indicated above.

 

(1.        ) In order to validly instruct the Jersey Branch Registrar
to appoint a proxy to vote on your behalf at the Court Meeting, the Blue Form
of Direction in respect of the Court Meeting must be received by the Jersey
Branch Registrar at MUFG Corporate Markets, PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom by no later than 12:00 p.m.
(UK time) on 4 December 2025 or, if the Court Meeting is adjourned, 72 hours
before the adjourned meeting. Please see "Action to be taken" on pages 7 to 10
of the Scheme Document.

 

(2.        ) In order to validly instruct CDP to appoint a proxy to
vote on your behalf at the Court Meeting, the Yellow Proxy Instruction Form in
respect of the Court Meeting must be received by the Singapore Branch
Registrar, or a scanned copy sent by email to srs.proxy@boardroomlimited.com,
by no later than 8:00 p.m. (Singapore time) on 4 December 2025 or, if the
Court Meeting is adjourned, 72 hours before the adjourned meeting. Please see
"Action to be taken" on pages 7 to 10 of the Scheme Document.

 

(3.        ) In order to validly instruct the Jersey Branch Registrar
to appoint a proxy to vote on your behalf at the Special General Meeting, the
Blue Form of Direction in respect of the Special General Meeting must be
received by the Jersey Branch Registrar at MUFG Corporate Markets, PXS 1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom by no
later than 12:15 p.m. (UK time) on 4 December 2025 or, if the Special General
Meeting is adjourned, 72 hours before the adjourned meeting. Please see
"Action to be taken" on pages 7 to 10 of the Scheme Document.

 

(4.        ) In order to validly instruct CDP to appoint a proxy to
vote on your behalf at the Special General Meeting, the Yellow Proxy
Instruction Form in respect of the Special General Meeting must be received by
the Singapore Branch Registrar, or a scanned copy sent by email to
srs.proxy@boardroomlimited.com, by no later than 8:15 p.m. (Singapore time) on
4 December 2025 or, if the Special General Meeting is adjourned, 72 hours
before the adjourned meeting. Please see "Action to be taken" on pages 7 to 10
of the Scheme Document.

 

(5.        ) In order to validly appoint a proxy to vote on your
behalf at the Court Meeting, the White Form of Proxy in respect of the Court
Meeting must be received by the Bermuda Branch Registrar by no later than 8:00
a.m. (Bermuda time) on 5 December 2025 or, if the Court Meeting is adjourned,
48 hours before the adjourned meeting. Please see "Action to be taken" on
pages 7 to 10 of the Scheme Document.

 

(6.        ) In order to validly appoint a proxy to vote on your
behalf at the Court Meeting, the White Form of Proxy in respect of the Court
Meeting must be received by the Jersey Branch Registrar at MUFG Corporate
Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom by no later than 12:00 p.m. (UK time) on 5 December 2025 or, if the
Court Meeting is adjourned, 48 hours before the adjourned meeting. Please see
"Action to be taken" on pages 7 to 10 of the Scheme Document.

 

(7.        ) In order to validly appoint a proxy to vote on your
behalf at the Court Meeting, the White Form of Proxy in respect of the Court
Meeting must be received by the Singapore Branch Registrar, or a scanned copy
sent by email to srs.proxy@boardroomlimited.com, by no later than 8:00 p.m.
(Singapore time) on 5 December 2025 or, if the Court Meeting is adjourned, 48
hours before the adjourned meeting. Please see "Action to be taken" on pages 7
to 10 of the Scheme Document.

 

(8.        ) In order to validly appoint a proxy to vote on your
behalf at the Special General Meeting, the White Form of Proxy in respect of
the Special General Meeting must be received by the Bermuda Branch Registrar
by no later than 8:15 a.m. (Bermuda time) on 5 December 2025 or, if the
Special General Meeting is adjourned, 48 hours before the adjourned meeting.
Please see "Action to be taken" on pages 7 to 10 of the Scheme Document.

 

(9.        ) In order to validly appoint a proxy to vote on your
behalf at the Special General Meeting, the White Form of Proxy in respect of
the Special General Meeting must be received by the Jersey Branch Registrar at
MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, United Kingdom by no later than 12:15 p.m. (UK time) on 5 December
2025 or, if the Special General Meeting is adjourned, 48 hours before the
adjourned meeting. Please see "Action to be taken" on pages 7 to 10 of the
Scheme Document.

 

(10.      ) In order to validly appoint a proxy to vote on your behalf
at the Special General Meeting, the White Form of Proxy in respect of the
Special General Meeting must be received by the Singapore Branch Registrar, or
a scanned copy sent by email to srs.proxy@boardroomlimited.com, by no later
than 8:15 p.m. (Singapore time) on 5 December 2025 or, if the Special General
Meeting is adjourned, 48 hours before the adjourned meeting. Please see
"Action to be taken" on pages 7 to 10 of the Scheme Document.

 

(11.      ) In calculating the deadline for return of any of the forms
of proxy for any adjourned Court Meeting or Special General Meeting the board
of Mandarin Oriental may at their discretion determine that no account shall
be taken of any part of any date that is not a working day in accordance with
Mandarin Oriental's Bye-laws.

 

(12.      ) The OCB Sale is itself subject to the OCB Sale Conditions.
The precise timing for the payment of the OCB Dividend, including the relevant
record and payment dates, will be announced in due course once the date of
completion of the OCB Sale is confirmed.

 

(13.      ) The Scheme shall become effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies. This is expected
to occur following the Scheme Record Time. The events which are stated as
occurring in reference to the Acquisition Effective Date, are conditional on
the Acquisition Effective Date and operate by reference to that date.

 

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