Mandarin Oriental - Replacement: Publication of Shareholder Circular

Replacement

The following amendment has been made to the 'Announcement (Publication of Shareholder Circular)' announcement released on 14 November 2025 at 09:38 a.m. under RNS Number 6047H:

Due to an issue with formatting conversion the footnotes for the 'EXPECTED TIMETABLE OF PRINCIPAL EVENTS' have been amended.

All other text remains unchanged.

The full text is shown below.

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.

·      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. 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.

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. 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.

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:

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.

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.