Mandarin Oriental International Limited
Annual General Meeting 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any
doubt about 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 or, if you reside elsewhere, anotherappropriately authorised financial adviser.
If you have sold or otherwise transferred all of your ordinary shares in Mandarin Oriental International Limited,
you should immediately forward this document and the accompanying form of proxy to the purchaser ortransferee 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 Mandarin Oriental
International Limited will be held at Jardine House, 33-35 Reid Street, Hamilton HM 12, Bermuda on
Thursday, 5th May 2022 at 8.20 a.m. for the following purposes:
1.

To receive and consider the Financial Statements and the Independent Auditors’ Report for theyear ended 31st December 2021.

2.

To re-elect Matthew Bishop as a Director.

3.

To re-elect Jinqing Cai as a Director.

4.

To re-elect Adam Keswick as a Director.

5.

To re-elect Richard Solomons as a Director.

6.

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

To consider and, if thought fit, adopt with or without amendments the following Ordinary Resolutions:7.

That for the purposes of Bye-law 77 of the Company’s Bye-laws the ordinary remuneration ofthe Directors shall be an amount not exceeding US$1,000,000 per annum in aggregate and theamount paid to each Director in any year shall be determined as the Directors may agree and,failing agreement, otherwise in accordance with Bye-law 77, such authority to expire at the endof the Annual General Meeting of the Company to be held in 2025 or at the close of business on
31st December 2025, whichever is the earlier.

8.

That:

(a)

the exercise by the Directors during the Relevant Period (for the purposes of this Resolution,‘Relevant Period’ is the period from the passing of this Resolution until the earlier of theconclusion of the next Annual General Meeting, or the expiration of the period within whichsuch meeting is required by law to be held, or the revocation or variation of this Resolution by anordinary resolution of the shareholders of the Company in a general meeting) of all powers of theCompany 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 theRelevant Period up to an aggregate nominal amount of US$21.1 million, be and is hereby
generally and unconditionally approved; and(b)the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionallyto 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 (for thepurposes of this Resolution, ‘Rights Issue’ being an offer of shares or other securities to holdersof shares or other securities on the Register on a fixed record date in proportion to their thenholdings 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 necessaryor expedient in relation to fractional entitlements or legal or practical problems under the lawsof, or the requirements of any recognised regulatory body or any stock exchange in, anyterritory)), or the issue of shares pursuant to the Company’s share-based long-term incentive
plans, shall not exceed US$3.2 million, and the said approval shall be limited accordingly.

By Order of the Board

Jonathan LloydCompany Secretary

7th April 2022

Explanatory Notes to the Notice of Annual General Meeting
Routine businessResolution 7This resolution gives the Directors of the Company the power to determine their ordinary remuneration
up to a maximum aggregate amount of US$1,000,000 for all Directors. This will create additional
flexibility to bring new Directors onto the Board.
In the opinion of the Board the proposal set out in Resolution 7 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 8This resolution relates to the renewal of the authority for the allotment of shares. If Resolution 8 ispassed, the new authority would permit the allotment of relevant securities with an aggregate nominal
value of up to US$21.1 million representing 421,240,764 ordinary shares of US¢5 each andrepresenting approximately 33% of the total ordinary share capital of the Company in issue as at
29th March 2022, the latest practicable date prior to the publication of this document. Included within
the authority is the 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
63,186,114 ordinary shares, representing approximately 5% of the total ordinary share capital of theCompany in issue as at 29th March 2022. The proposed authority will expire at the conclusion of thenext Annual General Meeting or on 4th August 2023, whichever is the earlier, and it is intended toseek its renewal at that and future Annual General Meetings.
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 underBermuda law in relation to issues of new shares by the Company.
In the Board’s opinion, the proposal set out in Resolution 8 is in the best interests of shareholders as awhole, and the Board recommends that shareholders vote in favour of the resolution.
COVID-19 update
At the time of printing the Notice of Annual General Meeting, it is impossible to predict what impact
COVID-19 might have on our Annual General Meeting (‘Meeting’). We are working towards holding theMeeting as scheduled. However, the format of the Meeting will be purely functional to comply with therelevant legal and regulatory requirements. Accordingly, the Meeting will be held in our registered office
and attended only by a small number of Directors and local employees. We encourage shareholders toexercise their right to vote by appointing the Chairman of the Meeting as their proxy to ensure that theirvote will be counted should their personal circumstances or the wider situation change and make it
impossible for them to attend the Meeting in person.
Notes:A shareholder entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote on their behalf; a proxyneed not also be a shareholder of the Company. A form of proxy is enclosed for use by registered shareholders. Completion
and return of the 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 tovote should complete the Form of Direction provided to them and return it to Link Group according to the instructions givenin the Form. Such investor who wishes to attend the Annual General Meeting should request a Letter of Representation bycontacting the Depository at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom orby email to Nominee.Enquiries@linkgroup.co.uk by no later than 8.20 a.m. BST (UK time) on 29th April 2022.
Investors holding their shares through a nominee within The Central Depository (Pte) Limited system in Singapore or otheragent should contact their nominee, depository agent or professional adviser with regard to 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 HM 12, Bermuda