Jardine Matheson : Notice of 2026 Annual General Meeting

About this update from Jardine Matheson Holdings Limited

Jardine Matheson Holdings Limited Annual General Meeting 2026 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the United Kingdom's Financial Services and Markets Act 2000 if you are resident in the United Kingdom. If you reside outside the United Kingdom, please consult an appropriate authorised financial adviser. If you have sold or otherwise transferred all of your ordinary shares in Jardine Matheson Holdings Limited, you should immediately forward this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, bank, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of the shareholders of Jardine Matheson Holdings Limited will be held at Jardine House, 33-35 Reid Street, Hamilton HM12, Bermuda, on Thursday, 7 May 2026, at 8.20 a.m. for the following purposes: To receive and consider the Financial Statements and the Independent Auditor's Report for the year ended 31 December 2025. To declare a final dividend for the year ended 31 December 2025. To re-elect Adam Keswick as a Director. To re-elect Graham Baker as a Director. To elect Lincoln Pan as a Director. To elect Tim Wise as a Director. To re-appoint the Auditor and to authorise the Directors to fix their remuneration. Ordinary Resolutions To consider and, if thought fit, adopt with or without amendments the following Ordinary Resolutions: That for the purposes of Bye-law 76 of the Company's Bye-Laws, the ordinary remuneration of the Directors shall be an amount not exceeding US$2,500,000 per annum in aggregate and the amount paid to each Director in any year, with effect from the date of this Annual General Meeting, shall be determined as the Directors may agree and, failing agreement, otherwise in accordance with Bye-law 76. That: the exercise by the Directors during the Relevant Period (being the period from the passing of this Resolution until the earlier of the conclusion of the next Annual General Meeting, or the expiration of the period within which such meeting is required by law to be held, or the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting) of all powers of the Company to allot or issue shares and to make and grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the Relevant Period up to an aggregate nominal amount of US$24.5 million, be and is hereby generally and unconditionally approved; and the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted wholly for cash (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to a rights issue (being an offer of shares or other securities to holders of shares or other securities on the Register on a fixed record date in proportion to their then holdings of such shares or other securities or otherwise in accordance with the rights attaching thereto (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory)), or the issue of shares pursuant to the Company's share-based long-term incentive plans, shall not exceed US$3.7 million, and the said approval shall be limited accordingly. By Order of the Board Jonathan Lloyd Company Secretary 8 April 2026 Explanatory Notes to the Notice of Annual General Meeting Routine business The following item of routine business is being dealt with as an ordinary resolution at the Annual General Meeting: Resolution 8 This Resolution gives the Directors of the Company the power to determine their ordinary remuneration up to a maximum of US$2,500,000 per annum on an aggregate basis for all Directors. This supports the establishment of the Company's Nominations and Remuneration Committees and provides the Company with flexibility to appoint new Director(s) and/or establish additional board committee(s) in future. In the opinion of the Board, the proposal set out in Resolution 8 is in the best interests of shareholders as a whole, and the Board recommends that shareholders vote in favour of the resolution. Non-routine business The following item of non-routine business is being dealt with as an ordinary resolution at the Annual General Meeting: Resolution 9 This Resolution relates to the renewal of the authority for the Company to allot its shares. If Resolution 9 is passed, the new authority would permit the allotment of relevant securities by the Company with an aggregate nominal value of up to US$24.5 million, representing 98,071,243 ordinary shares of US¢25 each and representing approximately 33% of the total ordinary share capital of the Company in issue as at 23 March 2026, the latest practicable date before the publication of this document. Included within the authority is the Company's ability to issue ordinary shares for cash consideration (other than by way of a rights issue or pursuant to the Company's share-based long-term incentive plans) limited to a total of some 14,710,686 ordinary shares, representing approximately 5% of the total ordinary share capital of the Company in issue as at 23 March 2026. The proposed authority will expire after the next Annual General Meeting or on 6 August 2027, whichever is earlier. The Company intends to seek renewal of its authority to allot shares at future Annual General Meetings. At each Annual General Meeting, the Company will seek shareholders' approval to issue new shares on a non-pre-emptive basis for up to 33% of the Company's issued share capital, of which new shares representing up to 5% of the Company's issued share capital can be issued for cash consideration. Save for the allotment of ordinary shares under the Company's share-based long-term incentive plans, the Directors have no present intention to exercise this authority. No pre-emptive rights exist under Bermuda law in relation to issues of new shares by the Company. In the opinion of the Board, the proposal set out in Resolution 9 is in the best interests of shareholders as a whole, and the Board recommends that shareholders vote in favour of the Resolution. Notes: A shareholder entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote on their behalf; a proxy need not also be a shareholder of the Company. A form of proxy is enclosed for use by registered shareholders. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person. Investors holding their shares as Depository Interests within the CREST system in the United Kingdom who are entitled to vote should complete the Form of Direction ('Form') provided to them and return it to MUFG Corporate Markets according to the instructions given in the Form. Any such investor who wishes to attend the Annual General Meeting should request a Letter of Representation by contacting the Depository at MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom or by emailing [email protected] . com not later than 8.20 a.m. (UK time) on 4 May 2026. Investors holding their shares through a nominee within The Central Depository (Pte) Limited system in Singapore, or through any other agent, should contact their nominee, depository agent, or professional adviser concerning the procedures required to enable them to be represented and to vote at the Annual General Meeting. Registered Office: Jardine House, 33-35 Reid Street Hamilton, Bermuda

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