WHARF REIC tables director re-elections and seeks fresh 10% buy-back, 20% issuance mandates for May 2026 AGM

Bulletin Express
04/09

Wharf Real Estate Investment Company Limited (WHARF REIC, 01997) has dispatched a circular convening its 2026 annual general meeting (AGM) for 12 May 2026 at the Marco Polo Hongkong Hotel, Kowloon. Key resolutions to be put to shareholders are:

1. Board changes – Five directors will retire by rotation. – Independent non-executive director (INED) Tak Hay Chau will step down and not seek re-election. – INEDs Andrew K.Y. Leung, R. Gareth Williams, Dr Glenn S. Yee and Prof E.K. Yeoh are standing for re-election, following endorsement by the Nomination Committee and the Board. All have confirmed independence under Listing Rule 3.13.

2. Renewal of general mandates – Share buy-back: authority to repurchase up to 10% of issued shares (excluding any treasury shares). Based on 3.04 billion shares in issue on 1 April 2026, the mandate covers up to 303.62 million shares. – Share issuance: authority to allot and issue shares— including any resale or transfer of treasury shares—up to 20% of existing issued capital, plus any shares repurchased under the buy-back mandate. – Any shares repurchased may be cancelled or held as treasury shares, subject to regulatory requirements.

3. Potential impact on shareholding structure – Controlling shareholder Wheelock and Company Limited (WAC) holds 48.99% of WHARF REIC. Full exercise of the buy-back mandate would raise WAC’s stake to about 54.44%, but the Board states it has no current intention to trigger any mandatory takeover offer under the Hong Kong Takeovers Code.

4. Other AGM business – Receipt of FY 2025 financial statements. – Re-appointment of KPMG as auditor and authorisation for directors to set remuneration.

Proxy forms must be returned by 11:15 a.m. on 8 May 2026. The register of members will close from 7 May to 12 May 2026 (both dates inclusive), and only shareholders on record by 6 May 2026 can vote.

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