Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (“SEHK”) take no responsibility for the contents of this announcement and the listing document attached hereto, make no representation as to their 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 and the listing document attached hereto. Neither this announcement or the listing document attached hereto nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful. This announcement and the listing document attached hereto are for information purposes only and do not constitute an invitation or offer to sell, dispose of, acquire, purchase or subscribe for any security of the Issuer and the Guarantor (each as defined below) and neither this announcement or the listing document attached hereto, nor anything herein forms the basis for any contract or commitment whatsoever. This announcement and the listing document attached hereto do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein will be offered and sold outside the United States in offshore transactions in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “US Securities Act”) and have not been, and will not be, registered under the US Securities Act, and may not be offered or sold in the United States unless registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act. The Issuer and the Guarantor (each as defined below) have no intention to register under the US Securities Act any portion of the proposal or any of the securities referred to herein or to conduct a public offering of securities in the United States. This announcement and the listing document attached hereto have been published for information purposes only as required by the Rules Governing the Listing of Securities on the SEHK (the “Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document attached hereto) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document attached here to shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Issuer and the Guarantor (each as defined below) for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Notice to Hong Kong investors: With respect to the notes to be issued under the Programme (as defined below) listed on the SEHK the Issuer and the Guarantor confirm that the notes to be issued under the Programme are intended for purchase by Professional Investors (as defined in Chapter 37 of the Listing Rules) only and where they are listed on SEHK, are so listed on that basis. Accordingly, the Issuer and the Guarantor confirm that the notes to be issued under the Programme are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. - 1 - SWIRE PROPERTIES MTN FINANCING LIMITED (incorporated in Hong Kong under the Companies Ordinance with limited liability) (the “Issuer”) unconditionally and irrevocably guaranteed by SWIRE PROPERTIES LIMITED 太古地產有限公司 (incorporated in Hong Kong under the Companies Ordinance with limited liability) (the “Guarantor”) (Stock Code: 01972) US$4,000,000,000 MEDIUM TERM NOTE PROGRAMME (the “Programme”) Joint Arrangers The Hongkong and Shanghai Banking Corporation Limited Standard Chartered Bank PUBLICATION OF THE OFFERING CIRCULAR This announcement is issued pursuant to Rule 37.39A of the Listing Rules. Reference is made to the notice of listing of the Programme on The Stock Exchange of Hong Kong Limited dated 25 May 2021 published by the Issuer. The Offering Circular Dated 25 May 2021 in relation to the Programme is appended to this announcement. The Offering Circular does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities. The Offering Circular must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular. 26 May 2021 As at the date of this announcement, the Directors of Swire Properties MTN Financing Limited are: G.M.C. Bradley, A.H.S. Lee, F.N.Y. Lung and P.P.W. Wong. As at the date of this announcement, the Directors of Swire Properties Limited are: Executive Directors: M.B. Swire (Chairman), G.M.C. Bradley, F.N.Y. Lung; Non-Executive Directors: N.A.H. Fenwick, P. Healy, R.S.K. Lim, M.J. Murray; and Independent Non-Executive Directors: L.K.L. Cheng, T.T.K. Choi, S.T. Fung, J.L. Wang and M.Y. Wu. - 2 - Appendix – Offering Circular - 3 - NOT FOR DISTRIBUTION INTO OR WITHIN THE UNITED STATES OR, IN RESPECT OF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OF REGULATION S OF THE SECURITIES ACT, TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES Important: You must read the following before continuing. The following applies to the Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD INTO OR WITHIN THE UNITED STATES OR, IN RESPECT OF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OF REGULATION S OF THE SECURITIES ACT, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED, IN RESPECT OF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OF REGULATION S OF THE SECURITIES ACT, TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of the Representation: This Offering Circular is being sent at your request, and by accepting the e-mail and accessing this Offering Circular you shall be deemed to have represented to us that you are outside the United States or, in respect of any offering of securities under Category 2 of Regulation S of the Securities Act, you shall be deemed to have represented to us that you are not a U.S. person. In addition, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to any offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction.