Notice of the Special General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code : 199) NOTICE OF THE SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting of ITC Properties Group Limited (the "Company") will be held at Shop B27, Basement, Bank of America Tower, 12

Harcourt Road, Central, Hong Kong on Friday, 20th January, 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT
1. the conditional cash offer (the "Offer") by Optima Capital Limited on behalf of the Company to repurchase up to 260,000,000 shares of nominal value of HK$0.01 each in the issued share capital of the Company (the "Shares") held by the shareholders of the Company (the "Shareholders") at a price of HK$2.60 per Share to be paid as to HK$0.60 by cash and as to the balance of HK$2.00 by the Company issuing a loan note in denomination of HK$2.00 which is due to mature on the day falling 36 months after the date of its issue and bearing interest at a fixed rate of 6% per annum payable annually in arrears on 31st December with the last payment to be made on the maturity date, subject to the terms and conditions set out in the offer document despatched to the Shareholders dated 3rd January, 2012 together with the accompanying form of acceptance (a copy of which marked "A" has been produced to the meeting and initialled by the chairman of the meeting for the purpose of identification) be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to repurchase Shares granted by the Shareholders at the annual general meeting of the Company held on 18th August, 2011, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and to do all such acts and things as he considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Offer including, without limitation, completion of the repurchase of the Shares pursuant to the Offer; and

* For identification purpose only

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2. the waiver (the "Whitewash Waiver") granted or to be granted by the executive director (the "Executive") of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any delegate of the Executive in respect of any obligation under The Hong Kong Code on Takeovers and Mergers (the "Takeovers Code") of Selective Choice Investments Limited and parties acting in concert (as defined in the Takeovers Code) with it to make a mandatory general offer for all the issued Shares under Rule 26 of the Takeovers Code and comparable offers under Rule 13 of the Takeovers Code for all the other securities convertible or exchangeable into new Shares other than those already owned or agreed to be acquired by them which may, but for the Whitewash Waiver, arise upon completion of the Offer be and is hereby approved, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and to do all such acts and things as he considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Whitewash Waiver."
By order of the Board

ITC Properties Group Limited Yan Ha Hung, Loucia

Company Secretary

Hong Kong, 3rd January, 2012

Registered office: Clarendon House Church Street

Hamilton HM 11
Bermuda

Principal place of business in Hong Kong:

Unit 3102, 31st Floor
Bank of America Tower
12 Harcourt Road
Central
Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting of the Company may appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company. In addition, a proxy or proxies representing either a shareholder of the Company who is an individual or a shareholder of the Company which is a corporation shall be entitled to exercise the same power on behalf of the shareholder of the Company which he or they represent as such shareholder of the Company could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

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3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited at

26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.

4. Completion and return of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

5. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the directors of the Company are:

Executive directors:

Mr. Cheung Hon Kit (Chairman)
Mr. Chan Fut Yan (Managing Director)
Mr. Cheung Chi Kit
Mr. Chan Yiu Lun, Alan

Non-executive director:

Mr. Ma Chi Kong, Karl

Independent non-executive directors:

Hon. Shek Lai Him, Abraham, SBS, JP (Vice Chairman)
Mr. Wong Chi Keung, Alvin
Mr. Kwok Ka Lap, Alva
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