MILLENNIUM & COPTHORNE HOTELS PLC

Notice of Annual General Meeting 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about theaction you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or otherindependent professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your ordinary shares in Millennium & Copthorne Hotels plc, you should pass thisdocument and the accompanying documents (but not the personalised form of proxy) to the purchaser or transferee orto the stockbroker, bank or other agent through whom the sale or transfer was made for transmission to the purchaseror transferee.

Registered office: Victoria House, Victoria Road, Horley, Surrey, RH6 7AF. Incorporated and registered in England and Waleswith company number 3004377.

Corporate Headquarters:Scarsdale Place

KensingtonLondon

W8 5SY

1 April 2019

Dear Shareholder

Millennium & Copthorne Hotels plc (the ‘‘Company’’) Annual General Meeting 2019

On behalf of the Board of Directors (the ‘‘Board’’) I am pleased to invite you to this year’s annual generalmeeting (‘‘AGM’’), which will be held on Friday, 10 May 2019 at our Millennium Hotel LondonKnightsbridge, 17 Sloane Street, London SW1X 9NU. The meeting will start at 10.00a.m. and lightrefreshments will be provided. Full details of the business of the meeting and the resolutions that will beput to shareholders are set out in the enclosed Notice of Meeting.

Board changes

During the year a number of changes were made to the composition of our Board’s committees. On therecommendation of the Nominations Committee, Christian de Charnace was appointed as a member of theAudit Committee on 23 March 2018 and a member of the Remuneration and Nominations Committeeswith effect from from November 2018, following the resignation of Sue Farr from the Board on 31 October2018. His Excellency Shaukat Aziz was appointed as chair of the Remuneration Committee in November2018. Given his experience and knowledge of the Company and as he had been a member of theRemuneration Committee since June 2009, the Board considered that his appointment as chair of theRemuneration Committee would help bring continuity to the role. Gervase MacGregor also resigned fromthe Board during the year. In light of these departures, the Nominations Committee continues to look atsuccession planning for the Board and its committees and a search is underway for a permanent GroupChief Executive Officer and new independent Non-Executive Directors. We will make announcementsconcerning these appointments in due course.

On 21 March 2019, we welcomed Paola Bergamaschi Broyd to the Board as an independent Non-Executive Director. She will bring additional financial expertise and I believe her international experienceand ability to think commercially and strategically will add value to the Board.

I would like to thank our Directors for their diligent efforts over the course of the year and look forward toworking with Ms Bergamaschi Broyd and the rest of the Directors, leveraging their connections andexpertise to help grow the business.

In accordance with the UK Corporate Governance Code, all Directors will, as at previous annual generalmeetings, stand for election or re-election again this year. The biographies of the Directors standing forelection or re-election can be found on pages 11 and 12.

Voting

If you are unable to attend the AGM in person, your vote is still important and I would ask you tocomplete, sign and return the enclosed Form of Proxy (the ‘‘Form of Proxy’’) to register your vote. Unlessyou indicate otherwise, any proxy you appoint may attend, speak and vote at the AGM on your behalf. Tobe valid, the Form of Proxy must be completed and returned by the deadline noted below.

The results of the voting will be released to the London Stock Exchange and will be available after theAGM on the Company’s website at https://investors.millenniumhotels.com/shareholder-centre. Shareholdersattending the AGM in person or by proxy, or their duly appointed corporate representatives, will have theopportunity to ask questions about AGM resolutions and any other topic which is relevant to the businessof the meeting. We hope that you will take this opportunity to raise questions on the topics discussed.

As an alternative to submitting a proxy form by post, you may wish to vote electronically by visiting ourregistrar’s website at www.sharevote.co.uk. Once you have selected ‘Millennium & Copthorne Hotels plc’from the list, you will be asked to enter a Voting ID, Task ID and Shareholder Reference Number. Theseare printed in this order on the enclosed personalised proxy form. To be valid, all electronic votinginstructions must be received by 10.00 am on Wednesday 8 May 2019. Further information can be foundin the ‘Information for shareholders’ section of the Notice of Meeting.

As was the case at last year’s annual general meeting, you will be asked to vote at the AGM on all of theresolutions by a poll. This is in line with the practice adopted by many public companies in the UK and italso means that voting will better reflect the views of our shareholder base.

Action to be taken

Please complete the Form of Proxy in accordance with the instructions printed on the form and return it tothe Company’s Registrar, Equiniti Group plc, Aspect House, Spencer Road, Lancing, BN99 6DA, as soonas possible and, in any event so as to be received by no later than 10.00 am on Wednesday, 8 May 2019.Completion and return of the Form of Proxy will not prevent you from attending and voting in person atthe AGM if you wish to do so.

Please read the notes to the Notice of Meeting, as these set out other rights of shareholders and furtherrequirements you should check if you wish to vote by proxy.

Annual Report and Accounts

The AGM gives the Board the opportunity to present the Company’s performance and strategy toshareholders and to listen and respond to their questions.

The following items are also included in or with this document:

* the ‘‘Chairman’s Statement’’ from the Company’s 2018 Annual Report and Accounts;

* an explanation of certain resolutions to be proposed at the AGM; and

* a proxy form.

Shareholders who have elected to receive printed copies of documents that we provide to shareholderswill find enclosed a printed copy of the 2018 Annual Report and Accounts as well. A copy of thatdocument can also be accessed through the Company’s website at: https://investors.millenniumhotels.com/financial/annual-reports.

Recommendation

The Board considers that all the resolutions in the Notice of Meeting are likely to promote the success ofthe Company and are in the best interests of the Company and its shareholders as a whole.

Yours faithfully,

Kwek Leng BengChairman

Corporate Headquarters: Scarsdale Place, Kensington, London W8 5SY * T +44 (0)207 872 2444 * F +44 (0)207 872 2460

Registered Office: Millennium & Copthorne Hotels plc, Victoria House, Victoria Road, Horley, Surrey, RH6 7AF, England

Registered in England and Wales, Company Number 3004377 * England. VAT No: 644 6995 88

www.millenniumhotels.co.uk

CHAIRMAN’S STATEMENT

Revenue(£m) 997

-1.1%2017: £1,008

(reported currency)

RevPAR(£) 81.57

+0.7%2017: £80.97

(constant currency)

Profit beforeTax(£m) 106

-27.9%2017: £147

(reported currency)

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CHAIRMAN’S STATEMENT

The hospitality industry faced a range of geo-political and global economic headwinds in 2018, many ofwhich look set to continue in the current year, including US/China trade relations, Brexit and increasingminimum wage levels in many jurisdictions.

The Board’s priority is to evaluate and develop new and innovative strategic plans to meet the challengesfacing our fast-changing operating environment. The shortage of talent-from rank and file to seniormanagement-is intensifying with many new hotels being built around the world, not to mention the growthof Airbnb and serviced apartments. Any hospitality business that wants to progress will need to evolve andembrace these changes to stay relevant and profitable in the immediate and medium term. Restoringprofitability in our New York hotels also remains at the top of the Board’s objectives.

Meanwhile, we continue to invest in and reposition our hotels. We look forward to our Mayfair hotelbeing rebranded and opened as The Biltmore, Mayfair in the second quarter of this year. This is the firstopening under Hilton’s new LXR Hotels & Resorts collection in Europe. This also will mark the Group’sdebut in the London five-star deluxe market and it is our aim to fast track our lost earnings growth at thishotel after it re-opens.

During 2018, the Group continued to make progress in its hotel refurbishment programme including theMayfair hotel in London, the Orchard Hotel in Singapore and smaller scale refurbishment work in otherproperties to improve its product offerings and maintain competitiveness. The refurbishment work of theMayfair hotel in London started during the fourth quarter of 2017 on a phased basis with partial closuresof guest rooms. The property was then fully closed in July 2018 to facilitate on-going refurbishment workto re-position it as the Group’s luxury flagship hotel when it re-opens in Q2 this year.

The Mayfair hotel has been one of the Group’s biggest revenue and profit contributors. The closure of thehotel resulted in an estimated £20m reduction in revenue and £12m reduction in profit during thefinancial year ended 31 December 2018 with the Group continuing to incur certain fixed costs such aspayroll and property related expenditure at the hotel.

In Singapore, refurbishment work on the Orchard Hotel commenced in Q4 2018 and is expected tocomplete by Q2 this year. This upgrading of the property is estimated to cost around S$15m (£10m). Thehotel will remain operational during the refurbishment period with phased room closures that are notexpected to have a material revenue impact.

Concerns about Brexit have affected the Group’s UK hotels especially in London, where the hotel startedto face difficulties in recruiting EU workers which currently comprise more than half of the Londonworkforce. The minimum wage increase that came into force in 2018 has further added to the Group’sincreasing labour costs.

The Group’s New York hotels generated £159m during 2018 which is about 18% of total hotel revenue.However, the region remained loss-making due to its inflexible operating cost structure arising mainly fromthe employment of trade union staff.

By comparison, the Group’s hotels in New Zealand generated £85m of revenue with an operating profit of£36m. This region continued to benefit from the high visitor numbers to the country, as well as the re-opening of M Social Auckland in the last quarter of 2017 and the acquisition of Millennium NewPlymouth in February 2018.

The European and Asian regions contributed £177m and £307m of hotel revenue respectively in 2018 or55% of the Group’s hotel revenue. The combined operating profit from these two regions in 2018 was£99m or 77% of the Group’s total operating profit.

Reported total revenue for the year decreased by £11m or 1.1% to £997m (2017: £1,008m). Reportedhotel revenue fell by £13m or 1.5% to £867m (2017: £880m). REIT revenue fell by £1m or 1.5% to £65m(2017: £66m). Property revenue grew by £3m or 4.8% to £65m (2017: £62m).

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MANAGEMENT CHANGES

The departure of three Directors – Jennifer Fox, Sue Farr and Gervase MacGregor – in the second half ofthe year created an opportunity to re-examine the composition of the Group’s Board and its committee.On the recommendation of the Nominations Committee, His Excellency Shaukat Aziz was appointed Chairof the Remuneration Committee in November 2018,having served as a member of the Committee since16 June 2009, and Christian de Charnace was appointed as a member of the Audit & Risk, Remunerationand Nominations Committees, respectively during 2018. As previously reported, the Board is conducting asearch for a permanent Group Chief Executive Officer and new independent non-executive directors. Withregards to the search for a permanent Group Chief Executive Officer, we remain open to either hiring anexternal candidate or promoting talent from within the Group. Following the departure of Ms Fox, KianSeng Tan was appointed interim Group Chief Executive Officer on 28 September 2018.

DIVIDENDS

The Board recommends a final ordinary dividend of 2.15p per share (2017: 4.42p) taking into account theGroup’s current cash position and future capital expenditure requirements. Together with the interimordinary dividend of 2.08p per share (2017: 2.08p), the total ordinary dividend for 2018 is 4.23p per share(2017: 6.50p). Subject to approval by shareholders at the Annual General Meeting to be held on 10 May2019, the final dividend will be paid on 17 May 2019 to shareholders on the register on 15 March 2019.

Kwek Leng BengChairman

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2019 Annual General Meeting of Millennium & Copthorne Hotels plc (the‘‘Company’’) will be held at the Millennium Hotel London Knightsbridge, 17 Sloane Street, London SW1X9NU on Friday, 10 May 2019 at 10.00a.m. to consider and, if thought fit, to pass the resolutions set outbelow.

Ordinary Business

Resolutions 1 to 13 will be proposed as ordinary resolutions. Resolutions 4, 5, 6, 7 and 11 relating to there-election/election of the independent Non-Executive Directors will be passed only if a majority of votescast by the independent shareholders are in favour, in addition to a majority of votes cast by allshareholders being in favour.

Ordinary Resolutions

Resolution 1: 2018 Annual Report and Accounts

That the Company’s audited accounts, Directors’ Report and Auditor’s Report for the year ended31 December 2018 are received.

Resolution 2: Directors’ Remuneration Report

That the Directors’ remuneration report (excluding the Directors’ remuneration policy), as set out in theCompany’s Annual Report and Accounts for the year ended 31 December 2018 , is approved.

Resolution 3: Final dividend

That a final dividend of 2.15 pence per ordinary share, recommended by the Directors in respect of theyear ended 31 December 2018, is declared.

Resolutions 4 to 11: Election/Re-election of Directors

Resolution 4

To Elect Paola Bergamaschi Broyd as a Director.

Resolution 5

To Re-elect His Excellency Shaukat Aziz as a Director.

Resolution 6

To Re-elect Christian de Charnace as a Director.

Resolution 7

To Re-elect Daniel Desbaillets as a Director.

Resolution 8

To Re-elect Kwek Eik Sheng as a Director.

Resolution 9

To Re-elect Kwek Leng Beng as a Director.

Resolution 10

To Re-elect Kwek Leng Peck as a Director.

Resolution 11

To Re-elect Martin Leitch as a Director.

Resolution 12: Auditor’s appointment

That KPMG LLP is re-appointed as the Company’s auditor from the end of this meeting until the end of thenext general meeting at which accounts are laid before the Company’s shareholders.

Resolution 13: Auditor’s remuneration

That the Directors are authorised to determine the remuneration of the auditor.

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Special Business

Resolutions 14 to 16 will be proposed as ordinary resolutions and resolutions 17 to 20 will be proposed asspecial resolutions.

Ordinary Resolutions

Resolution 14: Approval of the pre-emption rights contained within the Co-operation Agreement

That the provisions governing pre-emption rights set out in the Amended and Restated Co-operationAgreement between the Company and City Developments Limited dated 14 November 2014 are renewedfor the period expiring at the conclusion of the Company’s annual general meeting in 2020.

Resolution 15: Authority for political donations and/or political expenditure

That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and allcompanies that are subsidiaries of the Company at the time at which this resolution is passed or at anytime during the period for which this resolution has effect are authorised to:

(a) make political donations to political parties or independent election candidates, as defined in sections363 and 364 of the Companies Act 2006, not exceeding £100,000 in total;

(b) make political donations to political organisations other than political parties, as defined in sections363 and 364 of the Companies Act 2006, not exceeding £100,000 in total; and

(c) incur political expenditure, as defined in section 365 of the Companies Act 2006, not exceeding£100,000 in total,

during the period beginning with the date of the passing of this resolution and ending on the earlier of30 June 2020 and the date of the Company’s next annual general meeting provided that the authorisedsum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in differentcurrencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling atthe exchange rate published in the London edition of the Financial Times on the date on which therelevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on theday in which the Company enters into any contract or undertaking in relation to the same and providedthat, in any event, the aggregate amount of political donations and political expenditure made or incurredby the Company and its subsidiaries pursuant to this resolution shall not exceed £150,000.

Resolution 16: Authority to allot shares

That the Directors are generally and unconditionally authorised, pursuant to section 551 of the CompaniesAct 2006, to allot shares in the Company and to grant rights to subscribe for or convert any security intosuch shares in the Company:

(a) up to an aggregate nominal amount of £32,479,186, which shall be known as the ‘‘Section 551Amount’’ for the purposes of the Company’s Articles of Association (such amount to be reduced byany allotments or grants made under paragraph (b) below in excess of such amount); and

(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to anaggregate nominal amount of £64,958,372, which also shall be known as the ‘‘Section 551 Amount’’for the purposes of the Company’s Articles of Association (such amount to be reduced by anyallotments or grants made pursuant to paragraph (a) above), in connection with an offer by way of arights issue (as defined in the Listing Rules published by the Financial Conduct Authority):

(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respectiveholdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as theDirectors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient inrelation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under thelaws of any territory or the requirements of any regulatory body or stock exchange; or any other matter,provided that (unless revoked, varied or renewed) such authority shall apply until the end of theCompany’s next annual general meeting, or close of business on 30 June 2020, which shall be known asthe ‘‘Section 551 Period’’ for the purposes of the Company’s Articles of Association, whichever is earlier,

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but, in each case, during this period the Company may make offers and enter into agreements whichwould, or might, require shares to be allotted or rights to subscribe for or convert securities into shares tobe granted after the authority ends and the Board may allot shares or grant rights to subscribe for orconvert securities into shares under any such offer or agreement as if the authority had not ended.

Special Resolutions

Resolution 17: Authority to disapply pre-emption rights over certain issues of shares

That, subject to the passing of resolution 16, the Directors are authorised to allot equity securities (asdefined in section 560(1) of the Companies Act 2006) for cash under the authority conferred by thatresolution and/or to sell ordinary shares held by the Company as treasury shares, in each case as if section561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such authorityshall be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities (but, in the case ofthe authority granted under part (b) of resolution 16, by way of a rights issue only):

(i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to theirrespective holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as theDirectors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary orexpedient in relation to treasury shares, fractional entitlements, record dates, legal or practicalproblems in or under the laws of any territory or the requirements of any regulatory body or stockexchange; and

(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to part (a) of thisresolution) to any person or persons up to an aggregate nominal amount of £4,871,877 (whichamount shall be known as the ‘‘Section 561 Amount’’ for purposes of the Company’s Articles ofAssociation).

The authority granted by this resolution will expire at the conclusion of the Company’s next annual generalmeeting after the passing of this resolution or, if earlier, at the close of business on 30 June 2020 (whichperiod shall be known as the ‘‘Section 561 Period’’ for purposes of the Company’s Articles of Association),save that the Company may, before such expiry make offers or agreements which would or might requireequity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directorsmay allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if theauthority had not expired.

This resolution and resolution 18 together revoke and replace all unexercised powers previously granted tothe Directors to allot equity securities or sell treasury shares as if section 561 of the Companies Act 2006did not apply, but are without prejudice to any allotment of equity securities or sale of treasury sharesalready made or agreed to be made pursuant to such authorities.

Resolution 18: Directors specific authority to disapply pre-emption rights in connection with an acquisitionor specified capital investment

That, subject to the passing of resolution 16, the Directors are authorised, in addition to any authoritygranted under resolution 17, to allot equity securities (as defined in section 560 of the Companies Act2006) for cash under the authority conferred by resolution 16 and/or to sell ordinary shares held by theCompany as treasury shares as if section 561 of the Companies Act 2006 did not apply to any suchallotment or sale, provided that such authority shall be:

(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominalamount of £4,871,877 (which amount also shall be known as the ‘‘Section 561 Amount’’ forpurposes of the Company’s Articles of Association); and

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(b) used only for the purpose of financing (or refinancing, if the authority is to be used within sixmonths after the original transaction) a transaction which the Directors determine to be anacquisition or other capital investment of a kind contemplated by the Statement of Principles onDisapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the dateof this notice.

The authority granted by this resolution will expire at the conclusion of the Company’s next annual generalmeeting after this resolution is passed or, if earlier, at the close of business on 30 June 2020 (which periodshall be known as the ‘‘Section 561 Period’’ for purposes of the Company’s Articles of Association), savethat the Company may, before such expiry make offers or agreements which would or might require equitysecurities to be allotted (or treasury shares to be sold) after the authority expires and the Directors mayallot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if theauthority had not expired.

This resolution and resolution 17 together revoke and replace all unexercised powers previously granted tothe Directors to allot equity securities or sell treasury shares as if section 561 of the Companies Act 2006did not apply, but are without prejudice to any allotment of equity securities or sale of treasury sharesalready made or agreed to be made pursuant to such authorities.

Resolution 19: Authority to purchase own shares

That the Company is generally and unconditionally authorised in accordance with section 701 of theCompanies Act 2006 to make market purchases (as defined in section 693(4) of the Companies Act 2006)of ordinary shares of 30 pence each in the capital of the Company on the following terms:

(a) the maximum number of ordinary shares that may be purchased is 32,479,186 (representing 10 percent of the Company’s issued share capital as at 29 March 2019;

(b) the minimum price, exclusive of costs, which may be paid for each ordinary share is 30 pence

(c) the maximum price, exclusive of costs, which may be paid for each ordinary share is the higher of:

(i) an amount equal to not more than 105 per cent of the average of the market quotation for anordinary share as derived from the Daily Official List of the London Stock Exchange for the fivebusiness days immediately preceding the date on which the ordinary share is contracted to bepurchased; and

(ii) the higher of the price of the last independent trade and the highest current bid as stipulated bythe European Commission-adopted Regulatory Technical Standards pursuant to Article 5(6) ofthe Market Abuse Regulation;

(d) this authority expires (unless previously renewed, varied or revoked) on the earlier of 30 June 2020or the date of the Company’s next annual general meeting; and

(e) before this authority expires, the Company may make a contract to purchase its own ordinary sharesunder this authority which would or might involve the Company purchasing its own shares after thisauthority expires.

Resolution 20: Authority for general meetings, other than the annual general meeting, to be held on14 clear days’ notice

That a general meeting, other than the annual general meeting, may be called on not less than 14 cleardays’ notice until the earlier of 30 June 2020 or the date of the Company’s next annual general meeting.

By order of the Board Registered Office:

Victoria House

Victoria Road

Horley, Surrey

RH6 7AF

United Kingdom

Jonathon Grech

Group General Counsel and Company Secretary

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Directors Proposed for Election/Re-election

Kwek Leng BengN

Chairman of the Board and Chair of the Nominations Committee

Kwek Leng Beng has been the Chairman of Millennium & Copthorne Hotels plc since its incorporation. Heis also the executive chairman of City Developments Limited and chairman and managing director of HongLeong Finance Limited. He also was the non-executive chairman of Hong Leong Asia Limited until itsannual general meeting in April 2017, when he stepped down as its chairman and as a director.

Mr Kwek holds an honorary doctorate in Business Administration in Hospitality from Johnson & WalesUniversity in the US, and has an honorary doctorate from Oxford Brookes University in the UK. He alsoserves as a member of the INSEAD East Asia Council.

Mr Kwek has distinguished himself in property investment and development, hotel ownership andmanagement, financial services and industrial enterprises. He leads a business empire worth over US$32bin diversified premium assets worldwide and has companies traded on 6 of the world’s stock markets.Mr Kwek’s business interests involve over 40,000 employees across a range of businesses in Asia-Pacific,the Middle East, Europe, and North America.

Kwek Eik Sheng

Non-Executive Director

Kwek Eik Sheng was appointed to the Board in April 2008. He has been with the Hong Leong Group ofcompanies in Singapore since 2006 and joined City Developments Limited in 2009, where he currentlyserves as the Group Chief Strategy Officer.

Mr Kwek holds a Bachelor of Engineering in Electrical and Electronics Engineering from Imperial Collegeof Science, Technology and Medicine and a MPhil in Finance from Judge Business School, CambridgeUniversity.

His Excellency Shaukat AzizN, R

Senior Independent Director and Chair of the Remuneration Committee

Shaukat Aziz was appointed to the Board in June 2009. He was elected as Prime Minister of Pakistan andserved between 2004 and 2007, having previously held the post of Finance Minister for five years.

After graduating from Gordon College, Rawalpindi in 1967, Mr Aziz gained an MBA degree from theInstitute of Business Administration, University of Karachi. An internship at Citibank marked the beginningof a 30 year career in global finance, encompassing roles globally. As Executive Vice President, he heldseveral senior management positions in Citibank, including Head of Institutional Banking for CentralEastern Europe, the Middle East and Africa, and later for Asia Pacific, followed by Chief Executive of theirglobal wealth management business. A renowned public speaker on economic and geopolitical affairs,Mr Aziz is a member of several boards and advisory boards of various commercial and non-profit entitiesaround the world.

Christian de CharnaceN, R, A

Independent Non-Executive Director

Christian de Charnace was appointed to the Board in August 2017. He has over 40 years of globalexperience in merchant, corporate and institutional banking. Most recently he was CEO, InvestmentBanking Asia Pacific, for BNP Paribas based in Hong Kong. He has since 1980 led various divisions of thebank working in Singapore, Hong Kong, Seoul, Los Angeles, Taipei, Tokyo, Paris and London. Mr deCharnace has been involved in numerous capital markets, financing and advisory transactions for clientsthroughout Asia, the US and Europe, and has considerable experience in advising listed companies. Hebegan his banking career at Bank of America, working in its Multinational Division. He also serves as aNon-Executive Director of Golden Agri-Resources Ltd and as an Independent President Commissioner onthe Board of BNP Paribas Sekuritas Indonesia.

Daniel DesbailletsR, A

Independent Non-Executive Director

Daniel Desbaillets was appointed to the Board in September 2016. Prior to his appointment Mr Desbailletswas an Independent Non-Executive Director of M&C REIT Management Limited, the manager for CDLHospitality Real Estate Investment Trust (‘‘H-REIT’’), and also of M&C Business Trust Management Limited,

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the trustee-manager for CDL Hospitality Business Trust (‘‘HBT’’). Both H-REIT and HBT are comprised as astapled group in CDL Hospitality Trusts (‘‘CDLHT’’) which is listed on the Singapore Exchange SecuritiesTrading Limited.

Mr Desbaillets has extensive hospitality experience. He has been in the hospitality industry since 1973holding senior positions with InterContinental Hotel Group, Hilton and Shangri-La. He was appointed tothe boards of CDLHT as an Independent Non-Executive Director in July 2010.

Kwek Leng PeckN

Non-Executive Director

Kwek Leng Peck was appointed to the Board in February 1995, prior to the flotation of the Company onthe London Stock Exchange. He holds directorships on most of the listed companies within the HongLeong Group of companies in Singapore, including City Developments Limited, Hong Leong FinanceLimited, and China Yuchai International Limited. He also serves as an Executive Director for Hong LeongAsia Limited and is Non-Executive Chairman of Tasek Corporation Berhad.

Martin LeitchA, N

Independent Non-Executive Director and Chair of the Audit & Risk Committee

Martin Leitch was appointed to the Board in May 2017. Mr Leitch is an international finance executivewith significant experience in both publicly quoted and private equity owned groups. He is a CharteredAccountant and has since 2013 provided finance, strategy, corporate finance and other services to anumber of international businesses, including Volac International and Constantia Flexibles. Before that hewas Chief Financial Officer at Innovia Films, Quest International and Antalis Group. He began hiscorporate career at Pepsi-Cola International in 1993, having worked for Price Waterhouse in both the UKand US between 1979 and 1993.

Paola Bergamaschi Broyd

Independent Non-Executive Director

Ms Broyd has over 25 years of experience in the financial services sector, primarily with large globalbanking groups. Most recently she was Head of Asset Owners Solutions, Senior Managing Director, EMEAfor State Street Corporation in London, where she was responsible for the sales of multi-product solutionsto institutional clients across Europe. She stepped down from that role in 2014. Before working for StateStreet Corporation, she held senior executive positions at Credit Suisse First Boston, Sanpaolo IMI S.p.A.and Goldman Sachs. She began her corporate career at the Montedison Group in Italy as the Head ofInvestor Relations.

Since her retirement, Ms Bergamaschi Broyd has taken on and currently holds a number of independentNon-Executive Director positions, including ones at The Bank of New York Mellon (International) Limited,Wells Fargo Securities International Limited and Arca Fondi SGR S.p.A. As part of her responsibilities onthese Boards, she serves on various committees. All of her current directorships are with non-publiccompanies.

A – Member of the Audit & Risk CommitteeR – Member of the Remuneration CommitteeN – Member of the Nominations Committee

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Independence DisclosurePursuant to UK Listing Rule 13.8.17, the Board has reviewed the independence of each of the Company’sindependent Non-Executive Directors. The Board has taken into account whether the Non-Executive Directoris independent in character and judgement, and whether there are any relationships or circumstances that arelikely to affect, or could appear to affect, the Director’s judgement. The independent Non-Executive Directorsfrom time to time may attend networking or fundraising events with or at the invitation of other Directors, butthe Board is satisfied that this has no bearing on their independence and are not aware of any otherrelationships with the Company, its Directors, any controlling shareholder or any associate of a controllingshareholder.

In June 2018 His Excellency Shaukat Aziz reached his ninth anniversary on the Board. The April 2016 editionof the UK Corporate Governance Code (the ‘‘Code’’) provides that more than nine years of service on a Boardis a factor that weighs against a director’s independence and that the Board should state its reasons if itdetermines that a director is independent even though the director has served for more than nine years. Inaccordance with the Code, the Nominations Committee and the Board assessed the independence of Mr Azizduring the second half of the year and determined that, despite his tenure, he remained independent incharacter and judgement since (among other things): (i) he continued to make thoughtful and valuablecontributions to the deliberations of the Board; (ii) he continued to challenge management and othermembers of the Board as appropriate; (iii) he was not beholden to the Company for remuneration other thanhis annual director’s fee; and (iv) none of the other factors weighing against his independence were present interms of Mr Aziz’s relationships with the Company, its directors and/or shareholders. The Board alsodetermined that it would be helpful for Mr Aziz to remain as a director given his global experience and thefact that his presence would help to provide continuity to the Board. In addition to the robust assessment ofMr Aziz’s independence, the Board conducted its regular annual independence review of the Directors inDecember 2018 based on the principles of the UK Listing Rules and provision B.1.1 of the Code anddetermined, following the responses received, that there had not been a change to the independent status ofthe other independent Non-Executive Directors with the exception of Ms Paola Bergamaschi Broyd as shewas appointed to the Board on 21 March 2019 and accordingly the Board conducted an independentassessment at the time of her appointment and was satisfied she had met the independence requirements.Their diverse business backgrounds, skills and experience, the Directors concluded, enable all of them tocontinue to bring independent judgement to bear on issues of strategy, performance, resources, keyappointments, standards of conduct and other matters presented to the Board.

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Explanatory notes

Items 1 to 13 set out in the Notice of Meeting are matters of routine business and are proposed asordinary resolutions. In addition to the routine items of business to be dealt with at the meeting, non-routine items are proposed as resolutions 14 to 20, inclusive. Resolutions 14 to 16 will be proposed asordinary resolutions and resolutions 17 to 20 as special resolutions. This means that in order for resolutions1 to 16 to be passed, more than half of the votes cast must be in favour of the resolutions. In order forresolutions 17 to 20 to be passed, at least three quarters of the votes cast need to be in favour of theresolutions.

Resolution 1: to receive the 2018 Annual Reports and Accounts

For each financial year, the Directors are required to present the accounts of the Company (together withthe report of the Directors and Auditor) to the shareholders.

Resolution 2: to approve the Directors’ Remuneration Report

The Company is required to seek shareholders’ approval in respect of the contents of the Directors’remuneration report on an annual basis (excluding the Directors’ remuneration policy), in accordance withsection 439 of the Companies Act 2006. The vote is an advisory vote and so the outcome will not bebinding on the Company. This resolution relates to the remuneration report for the year ended31 December 2018 included in the Annual Report and Accounts.

Resolution 3: final dividend

A final dividend of 2.15 pence per ordinary share is recommended by the Directors for payment toshareholders on the register as at 15 March 2019. If approved, the final dividend will be paid on 17 May2019). Payments will be made by cheque or BACS (where there is an existing dividend mandate).

Resolutions 4 to 11: election/re-election of Directors

In accordance with the Company’s Articles of Association and provision B.7.1 of the UK CorporateGovernance Code, all the current Directors will retire from office at the annual general meeting and will,offer themselves for re-election/election. The Board undertakes an annual evaluation of the individualperformance of each of the Directors. Following this review, the Board believes the performance of eachof the Directors continues to be effective and that each Director continues to demonstrate commitment totheir role. As Ms Paola Bergamaschi Broyd was appointed to the Board on 21 March 2019, she did notparticipate in the annual board evaluation in respect of the year ended 31 December 2018. It is the viewof the Chairman that each Director has sufficient time to meet his or her commitment to the Company andhas individual skills and experience which are relevant and beneficial to support the Board in fulfilling itsduties.

City Developments Limited (‘‘CDL’’) continues, for the purposes of the Financial Conduct Authority’sListing Rules (the ‘‘Listing Rules’’), to be a controlling shareholder of the Company because it controlsmore than 30 per cent of the voting rights of the Company. The Company is therefore required to complywith the additional Listing Rules relating to controlling shareholders and the election or re-election of theindependent Non-Executive Directors. The election or re-election of any independent Non-ExecutiveDirector of the Company by shareholders must be approved by a majority vote of both:

(1) the shareholders of the Company; and

(2) the independent shareholders of the Company (that is, shareholders of the Company who are notcontrolling shareholders of the Company).

The Board considers His Excellency Shaukat Aziz, Daniel Desbaillets, Martin Leitch, Paola BergamaschiBroyd and Christian de Charnace to be independent Non-Executive Directors for the purposes of the UKCorporate Governance Code. The Board carries out a review of the independence of its Directors on anannual basis. In considering the independence of the independent Non-Executive Directors proposed forelection or re-election the Board takes into consideration the guidance provided by the UK CorporateGovernance Code. Resolutions 4, 5, 6, 7 and 11 therefore are being proposed as ordinary resolutions onwhich all shareholders may vote, but in addition the Company will separately count the number of votescast by independent shareholders in favour of each resolution (as a proportion of the total votes ofindependent shareholders cast on the resolution) to determine whether the threshold referred to in sub-

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clause (2) above has been met. The Company will announce the results of these resolutions both on thisbasis and as ordinary resolutions.

Under the Listing Rules, if a resolution to re-elect or elect an independent Non-Executive Director is notapproved at the annual general meeting as explained above, a further resolution may be put forward to beapproved by the shareholders as a whole at a general meeting held more than 90, but no more than 120,days after the date of the annual general meeting when the vote was first held. Accordingly, if any ofresolutions 4, 5, 6, 7 and 11 is passed as an ordinary resolution, but not approved by a majority vote ofthe independent shareholders, the relevant Directors will be treated as having been re-elected/elected onlyfor the period from the date of the vote until the earliest of (i) the close of any general meeting of theCompany convened to propose a further resolution to re-elect/elect that Director in accordance with theabove requirements, (ii) the date which is 120 days after the original vote and (iii) the date of anyannouncement by the Board that it does not intend to hold a second vote. In the event that the Director’sre-election or election is approved by a majority vote of all shareholders at the second meeting, theDirector will remain in office (until his retirement at the next annual general meeting or otherwise); if not,the Director’s appointment will be terminated.

Biographical details of the Directors proposed for election or re-election, including information relating totheir experience, skills and background, may be found on pages 11 to 12 of the Notice of Meeting. Thisincludes the additional information about the independent Non-Executive Directors required by the ListingRules relating to controlling shareholders.

Resolution 12: re-appointment of KPMG LLP as auditor

At each general meeting at which the accounts are laid before the members, the company is required toappoint an auditor to serve until the next such meeting. KPMG LLP has agreed to continue as thecompany’s auditor in respect of the financial year ending 31 December 2019. The Directors, supported bythe Audit & Risk Committee, recommend their reappointment to shareholders.

The Audit & Risk Committee is aware of the requirement under current regulations for the Company toretender for its external audit appointment. Under the current transitional rules for audit firm rotation, thelatest year in which KPMG LLP would be able to undertake an audit of the Company is to 31 December2022 (and the Audit & Risk Committee will continue to keep the timing of an audit tender under review).The audit firm is required to rotate the lead audit partner at least every five years, and the current leadaudit partner’s first audit was for the year ended 31 December 2016.

During the year the Audit & Risk Committee performed a review of KPMG LLP’s effectiveness, including itsperformance and independence, and this is described on page 69 of the 2018 Annual Report andAccounts.

KPMG LLP is a registered auditor with the Institute of Chartered Accountants in England and Wales.

Resolution 13: auditor’s remuneration

This resolution simply seeks authority for the Directors’ to determine the auditor’s remuneration. The Audit& Risk Committee will approve the auditor’s remuneration on behalf of the Board.

Resolution 14: to renew the authority given in regard to pre-emption rights under the terms of a Co-operationAgreement with CDL

The Company is party to a Co-operation Agreement with City Developments Limited. It originally wasentered into on 18 April 1996 and was amended and restated on 14 November 2014 (amongst otherthings to implement the new requirement of the Listing Rules for a company with a controlling shareholderto have in place an agreement which is intended to ensure that the controlling shareholder complies withthe independence provisions of the Listing Rules). This agreement contains a provision requiring theCompany to use all reasonable endeavours to ensure that any issue of voting securities for cash (other thanpursuant to an employee or executive share scheme) which takes place while the Company is on theOfficial List is carried out in a manner that provides CDL with an opportunity to acquire additionalordinary shares at the time of such proposed issue for cash in such amounts as are necessary to enable itto maintain its voting rights in the Company at the same percentage level as it held immediately prior tosuch issue. The Directors seek renewed approval of these pre-emption rights as they have done in prioryears.

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Resolution 15: to renew the authority for political donations and/or political expenditure

Renewed authority is sought to authorise political donations and expenditures in accordance with sections366 and 367 of the Companies Act 2006 within the limits set out in the resolution and in thecircumstances where the Directors consider the making of such donations or the incurring of suchexpenditures to be in the best interests of the Company and shareholders as a whole. This ordinaryresolution seeks approval from shareholders to enable the Company, and all companies which are, orwhich become, subsidiaries of the Company, to make political donations or incur political expenditurewhich they would otherwise be prohibited from making or incurring by the Companies Act 2006.

The Company has a policy that it does not make donations to, or incur expenditure on behalf of, politicalparties, other political organisations or independent election candidates. However, the Companies Act 2006contains restrictions on rights to make political donations or the incurring of political expenditure and itdefines these terms very widely, such that activities that form part of the normal relationship between theCompany and bodies concerned with policy review, law reform and other business matters affecting theCompany may be included. Such activities, which are in shareholders’ interests for the Company toconduct, are not designed to support or imply support for a particular political party, other politicalorganisation or independent election candidate. The Company believes that the authority proposed underthis resolution is necessary to ensure that it does not commit any technical breach that could arise fromthe uncertainty generated by the wide definitions contained within the Companies Act 2006 when carryingout activities in the furtherance of its legitimate business interests.

The resolution limits such donations or expenditure to an aggregate amount of £150,000 for the Companyand its subsidiaries.

The Company did not make any political donations in 2018.

Resolution 16: to renew the Directors’ authority to allot shares

The Directors currently have an authority to allot shares in the Company and to grant rights to subscribefor or convert any securities into shares in the Company. This authority is due to lapse at the Company’s2019 annual general meeting. The Board is seeking by this ordinary resolution to renew the director’sauthority to allot shares in the capital of the Company in accordance with section 551 of the CompaniesAct 2006. Paragraph (a) of this resolution would give Directors the authority to allot shares or grant rightsto subscribe for or convert any securities into shares up to an aggregate nominal amount equal to£32,479,186 (representing 108,263,956 shares). This amount represents approximately one third of the totalissued share capital of the Company as at 29 March 2019), being the latest practicable date prior to thedate of this notice.

In line with the guidance issued by the Investment Association paragraph (b) of this resolution would givethe Directors the authority to allot shares or grant rights to subscribe for or convert any securities intoshares in connection with a rights issue, up to an aggregate nominal amount equal to £64,958,372(representing 216,527,912 shares) as reduced by the nominal amount of any shares issued under paragraph(a) of this resolution. This amount (before any reduction) represents approximately two thirds of the totalissued share capital of the Company as at 29 March 2019, being the latest practicable date prior to thedate of this notice.

The authorities sought under this resolution, if passed, will expire at the conclusion of the Company’s nextannual general meeting to be held in 2020 or the close of business on 30 June 2020, whichever is earlier.The Directors currently have no intention of issuing further shares or granting rights over shares other thanin connection with the Company’s employee share option and share incentive schemes. However, if theDirectors do exercise the authority granted by the resolution, the Directors intend to follow the InvestmentAssociation’s recommendations concerning its use.

As at 29 March 2019, being the latest practicable date prior to the date of this notice, the Company heldno shares in treasury.

Resolution 17: to renew the Directors’ authority to disapply pre-emption rights over certain issues of shares

This is a special resolution which, if approved, will give the Directors the authority to allot equitysecurities (and or sell any shares which the Company elects to hold in treasury) for cash without firstoffering them to existing shareholders in proportion to their existing shareholdings. Equity securities includeshares in the Company.

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This authority would be limited to allotments or sales in connection with pre-emptive offers or otherwiseup to a maximum aggregate nominal value of £4,871,877 (representing 16,239,593 shares). This maximumaggregate nominal amount represents approximately 5% of the total issued ordinary share capital of theCompany as at 29 March 2019 , being the latest practicable date of this notice.

The Directors also confirm their intention to follow the provisions of the Pre-Emption Group’s Statement ofPrinciples (the ‘Statement of Principles’) regarding cumulative usage of authorities within a rolling three-year period, where the Statement of Principles provides that (except in relation to an issue pursuant to theadditional 5% referred to in explanatory note to resolution 18 below) no more than 7.5% of the issuedordinary share capital should be issued for cash on a non-preemptive basis during a rolling three-yearperiod without prior consultation with shareholders.

Such authority would expire on the earlier of 30 June 2020 and the conclusion of the Company’s nextannual general meeting.

Resolution 18: Directors specific authority to disapply pre-emption rights in connection with an acquisition orspecified capital investment

The Pre-Emption Group’s Statement of Principles issued in March 2015 states that, in addition to thegeneral disapplication of pre-emption rights as proposed in resolution 17, the Pre-Emption Group issupportive of extending the general disapplication authority for certain purposes up to a maximum of 5%of the total issued ordinary share capital. In line with the Statement of Principles, the Company is thereforeproposing a separate resolution seeking approval for the disapplication of pre-emption rights up to anadditional maximum aggregate nominal amount of £4,871,877 (representing 16,239,593 shares), whichrepresents approximately 5% of the total issued ordinary share capital of the Company as at 29 March2019, being the latest practicable date prior to this notice. The maximum nominal value of equitysecurities which could be allotted if both authorities were used would be £9,743,755 (representing32,479,186 shares), which represents approximately 10% of the total issued ordinary share capital of theCompany as at 29 March 2019, being the latest practicable date prior to this notice.

The Directors confirm their intention that the additional authority (which represents approximately 5% ofthe total issued ordinary share capital of the Company as at 29 March 2019) will only be used to fund oneor more acquisitions or specified capital investments which are announced contemporaneously with therelevant issue, as referred to in the Statement of Principles. While the Directors have no present intentionof exercising this disapplication authority, the Board considers that the additional authority sought at thisyear’s annual general meeting will benefit the Company and its shareholders generally, since there may beoccasions in the future when the Directors need the flexibility to finance acquisitions or capital investmentsby issuing shares for cash without a pre-emptive offer to existing shareholders.

The authority sought under this resolution will expire at the conclusion of the Company’s next annualgeneral meeting or close of business on 30 June 2020, whichever is earlier.

Resolution 19: to renew the Directors’ authority to purchase own shares

Authority will be sought to renew the Directors’ ability to arrange the market purchase of the Company’sshares pursuant to section 701 of the Companies Act 2006 and subject to the limits set out in theresolution. The Company’s Articles of Association give a general authority to the Directors to purchaseshares on the market but that authority is subject to the approval of Shareholders. The Directors believethat granting such approval would be in the best interests of shareholders in allowing the flexibility toreact promptly to circumstances requiring market purchases and Resolution 19 seeks to renew authoritygiven at the last annual general meeting. The Company may either cancel any shares it purchases underthis authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancelthem). There is no current intention to exercise the authority and it will only be used where the Directorsbelieve that it would be accretive to earnings per ordinary share and in the best interests of shareholdersgenerally. The authority will only be used after careful consideration, taking into account prevailing marketconditions, other investment opportunities, appropriate gearing levels and the overall financial position ofthe Group.

The total number of options over ordinary shares outstanding as at 29 March 2019 was approximately198,409 representing approximately 0.0610 per cent. of the Company’s total issued share capital. If theauthority to buy back ordinary shares under this resolution were exercised in full, the total number ofoptions to subscribe for ordinary shares outstanding as at 29 March 2019) would, assuming no further

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ordinary shares were issued, represent 0.0678 per cent of the total issued share capital (excluding treasuryshares).

The Board intend to continue to seek to renew this authority at each annual general meeting.

Resolution 20: to authorise general meetings, other than an annual general meeting, to be held on 14 clear days’notice

The Company’s Articles of Association allow the Directors to call general meetings, other than annualgeneral meetings, on 14 clear days’ notice. However, under the Companies (Shareholders’ Rights)Regulations 2009 all general meetings must be held on 21 days’ notice, unless shareholders agree to ashorter notice period. This resolution seeks to renew the authority granted by shareholders at last year’sannual general meeting which preserved the Company’s ability to call general meetings, other than annualgeneral meetings, on 14 clear days’ notice, such authority to be effective until the earlier of 30 June 2020and the conclusion of the Company’s next annual general meeting when a similar resolution will beproposed. The Directors confirm that the shorter notice period would not be used as a matter of routine,but only where flexibility is merited by the business of the meeting and it is thought to be to theadvantage of shareholders as a whole. An electronic voting facility will be made available to allshareholders for any meeting held on such notice.

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NOTES

1. A shareholder may appoint a proxy to exercise all or any of his/her rights to attend, speak and voteat the meeting on his/her behalf. A proxy need not be a member of the Company. Appointment of aproxy will not subsequently preclude a member from attending and voting at the meeting in person ifhe or she so wishes. A member may appoint more than one proxy provided that each proxy isappointed to exercise the rights attached to different shares held by the member. To appoint morethan one proxy you should contact the Company’s Registrar at the following address: EquinitiLimited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

2. A form of proxy for use at the meeting is provided with this Notice of Annual General Meeting.Completion and return of such the form of proxy will not prevent a Shareholder from attending theAnnual General Meeting and voting in person. In the case of joint holders, any one holder may vote.If more than one holder is present at the meeting, only the vote of the senior will be accepted,seniority being determined by the order in which names appear on the register. To be valid, the formof proxy, together with any power of attorney or other authority under which it is signed (or anotarially certified copy of such authority) must be received by post or (during normal business hoursonly) by hand at the office of the Company’s Registrar, Equiniti Limited, Aspect House, SpencerRoad, Lancing, West Sussex BN99 6DA not later than 48 hours before the time appointed for holdingthe annual general meeting.

3. Information regarding electronic and CREST voting is shown on page 19.

4. The right to appoint a proxy does not apply to persons whose ordinary shares are held on theirbehalf by another person and who have been nominated to receive communications from theCompany in accordance with section 146 of the Companies Act 2006 (‘‘Nominated Persons’’).Nominated Persons may have a right under an agreement with the registered shareholder who holdsthe ordinary shares on their behalf to be appointed (or to have someone else appointed) as a proxy.Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they mayhave a right under such an agreement to give instructions to the person holding the ordinary sharesas to the exercise of voting rights.

5. To be entitled to attend and vote at the meeting, and for the purposes of determining how manyvotes the member may cast, members must be entered in the Company’s register of members at 6.30p.m., UK time on 8 May 2019 (or, in the event of any adjournment, at 6.30 p.m., UK time on thedate which is two days before the date of the adjourned meeting). Changes to entries in the registerof members after that time are disregarded in determining the rights of any person to attend and voteat the meeting.

6. Any corporation which is a member can appoint one or more corporate representatives who mayexercise on its behalf all of its powers as a member provided that, if more than one corporaterepresentative is appointed, they do not do so in relation to the same ordinary shares.

7. Under section 527 of the Companies Act 2006 shareholders meeting the threshold requirements setout in that section have the right to require the Company to publish on a website a statement settingout any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report andthe conduct of the audit) that are to be laid before the annual general meeting; or (ii) anycircumstances connected with an auditor of the Company ceasing to hold office since the previousmeeting at which annual accounts and reports were laid in accordance with section 437 of theCompanies Act 2006. The Company may not require the shareholders requesting any such websitepublication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006.Where the Company is required to place a statement on a website under section 527 of theCompanies Act 2006, it must forward the statement to the Company’s auditor not later than the timewhen it makes the statement available on the website. The business which may be dealt with at theannual general meeting includes any statement that the Company has been required under section527 of the Companies Act 2006 to publish on a website.

8. Any member attending the meeting has the right to ask questions. The Company must cause to beanswered any such question relating to the business being dealt with at the meeting but no suchanswer need be given if (a) to do so would interfere unduly with the preparation for the meeting or

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involve the disclosure of confidential information, (b) the answer has already been given on awebsite in the form of any answer to a question, or (c) it is undesirable in the interests of theCompany or the good order of the meeting that the question be answered.

9. A copy of this Notice of Meeting, and other information required by section 311A of the CompaniesAct 2006, can be found at https://investors.millenniumhotels.com/.

10. As at 29 March 2019 (being the latest practicable date prior to the publication of this Notice ofMeeting) the Company’s issued share capital consisted of 324,791,869 ordinary shares carrying onevote each. Therefore, the total voting rights in the Company as at such date are 324,791,869.

11. Copies of all Letters of Appointment for the Non-Executive Directors as well as the Directors’contracts of indemnity with the Company may be inspected during business hours at the Company’sCorporate Office, Scarsdale Place, Kensington, London W8 5SY and at the Company’s registeredoffice on a weekday (public holidays excluded) until the time of the meeting and at the place of theannual general meeting from 15 minutes before the meeting until the end of the meeting.

12. Members who wish to communicate with the Company in relation to the meeting should do so usingthe following means: (i) by writing to the Company Secretary at the registered office address; (ii) bywriting to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN996DA; or (iii) by using the Shareholder Helpline; (UK) 0371 3842343. Lines are open 8.30 am to5.30 pm, Monday to Friday, excluding public holidays in England and Wales. For callers outside theUK, please contact the Equiniti Limited overseas helpline on +44 121 415 7047. No other methodsof communication will be accepted. In particular you may not use any electronic address providedeither in this Notice of Meeting or in any related documents to communicate with the Company forany purposes other than those expressly stated.

Attending the Meeting

If you are planning to attend the annual general meeting, the Millennium Hotel London Knightsbridge islocated at 17 Sloane Street, London, SW1X 9NU, a short walk from the Knightsbridge underground station,which can be accessed from the London Piccadilly tube line. There is a map in the Form of Proxy.

If you are planning to drive, the hotel sits outside the London Congestion Charge zone and there arepaying car parks very close to the hotel.

Disclaimer

Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinkson the Company’s website are incorporated into, or form part of, this Notice of Meeting.

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INFORMATION FOR SHAREHOLDERS

Electronic Proxy Voting

You may, if you wish, register the appointment of a proxy or voting instructions for the meetingelectronically by logging on to www.sharevote.co.uk. You will need your voting reference number printedon the front of the proxy. Full details of the procedure are given on the website. The proxy appointmentand/or voting instructions must be received by Equiniti not later than 10.00 am on Wednesday, 8 May2019. Please note that any electronic communication sent to the Company or the Registrar that is found tocontain a computer virus will not be accepted. The use of the internet service in connection with theannual general meeting is governed by the Registrar’s conditions of use set out on the websitewww.sharevote.co.uk, and may be read by logging onto that site.

If you are not planning to come to the meeting and wish to vote on any of the resolutions, the Form ofProxy must be returned to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA toarrive no later than 10.00 am on Wednesday, 8 May 2019. If the card is posted in the United Kingdom,Isle of Man or Channel Islands, there is no postage to pay.

CREST Voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so for the annual general meeting to be held on Friday, 10 May 2019 and anyadjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed atwww.euroclear.com. CREST Personal Members or other CREST sponsored members, and those CRESTmembers who have appointed a voting service provider(s), should refer to their CREST sponsor or votingservice provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a ‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance withEuroclear’s specifications and must contain the information required for such instructions, as described inthe CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or anamendment to an instruction given to a previously appointed proxy, must, in order to be valid, betransmitted so as to be received by the Company’s agent (ID RA19) by the latest time(s) for receipt ofproxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be takento be the time (as determined by the time stamp applied to the message by the CREST Applications Host)from which the Company’s agent is able to retrieve the message by enquiry to CREST in the mannerprescribed by CREST. After this time any change of instructions to proxies appointed through CREST shouldbe communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normalsystem timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It isthe responsibility of the CREST member concerned to take (or, if the CREST member is a CREST PersonalMember or sponsored member or has appointed a voting service provider(s), to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CREST members and,where applicable, their CREST sponsors or voting service providers are referred, in particular, to thosesections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the Uncertificated Securities Regulation 2001.

You will need your voting reference number printed on the front of the proxy.

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Black&Callow — c115019