GOLDEN EAGLE RETAIL GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 3308) FORM OF PROXY Form of proxy for use at the extraordinary general meeting to be held on Thursday, 23 January 2014 or any adjournment thereof

I/We (Note 1) of being the registered holder(s) of (Note 2) shares of HK$0.10 each in the capital of Golden Eagle Retail Group Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3) of

as my/our proxy to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 10:00 a.m. on Thursday, 23 January 2014 at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong and at any adjournment thereof and to vote on my/our behalf on the undermentioned resolutions as indicated (Note

4).

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1. To approve and ratify the entering into of the 2014 Master Property

Management Services Agreement

2. To approve the proposed annual caps for the property management fees payable under the 2014 Master Property Management Services Agreement for each of the three years ending 31 December 2016

3. To approve and ratify the entering into of the 2014 Decoration Services

Agreement

4. To approve the proposed annual caps for the consideration payable under the 2014 Decoration Services Agreement for each of the three years ending

31 December 2016

Dated this day of , 2014. Signatures (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company, but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX BELOW THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the extraordinary general meeting other than those referred to in the notice of extraordinary general meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be under its common seal or under the hand of an officer or attorney or any other person duly authorised.
6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the share.
7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the date appointed for the holding of the extraordinary general meeting or any adjournment thereof.
8. Completion and return of this form of proxy will not preclude you from attending and voting at the extraordinary general meeting if you so wish. In the event that you attend the meeting, this form of proxy will be deemed to have been revoked.

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