Changyou International Group Limited — Proxy Solicitation & Information Statement 2014

Oct 10, 2014

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(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 13 NOVEMBER 2014 (AND AT ANY ADJOURNMENT THEREOF)

I/We[(Note 1) ] of[(Note 1) ]

being the registered holder(s) of[(Note 2) ]

ordinary shares (the “Share”) of HK$0.01 each in the capital of

See Corporation Limited (the “Company”), HEREBY APPOINT[(Note 3) ]

of

or failing him/her the Chairman of the Meeting as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at Function Room 4, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 13 November 2014 at 2:30 p.m. (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions, with or without amendments, as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

No.	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1	To receive and consider the audited financial statements for the year ended 30 June 2014 and the
	reports of the directors and of the auditors thereon.
2	To re-elect Mr. Direk Lim as an executive director of the Company.
3	To re-elect Mr. Hui Yuet Man as an executive director of the Company.
4	To re-elect Ms. Chan Sim Ling, Irene as an independent non-executive director of the Company.
5	To re-electMr. Li Fui Lung,Dannyas an independent non-executive director of the Company.
6	To re-elect Mr. NgHoi Yue,Herman as an independent non-executive director of the Company.
7	Toauthorisethe board of directors of the Company (the “Board”) to determine the remuneration
	of directors of the Company (the “Directors”).
8	To re-appoint HLB Hodgson Impeg Cheng Limited as the auditors of the Company andauthorise
	the Board to fix their remuneration.
9	To grant a general mandate to the Directors to allot, issue and deal with new Shares not exceeding
	20% of the total issued share capital of the Company (Note 5).
10	To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the total
	issued share capital of the Company (Note 5).
11	Conditional upon the passing of resolutions no. 9 and no. 10, to extend the general mandate
	granted to theDirectors under resolutionno. 9 to allot, issue and deal with new Shares by an
	amount not exceeding the amount of the Shares repurchased by the Company (Note 5).

Signature(s)[(Note 6)] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. Please insert the name and address of the proxy desired in the space provided. If any proxy other than the Chairman of the Meeting is preferred, strike out “or failing him/her the Chairman of the Meeting”. 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 A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. The full text of this resolution appears in the notice of the Meeting dated 13 October 2014.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of 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.

7. Any member, whether an individual or a corporation, entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion provided that, if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member. In addition, each proxy appointed shall be entitled to exercise the same powers as if such proxy was the registered holder of the Shares held by the member appointing him, including, but not limited to, the right to vote individually on a show of hands.

8. 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 Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting at which the person named in the instrument proposes to vote.

9. In the case of joint holders of a Share, if more than one of such joint holders be present at any 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 in respect of the joint holding.

10. Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise as if it were an individual member of the Company and such corporation shall for the purposes of the Company’s bye-laws be deemed to be present in person at any such meeting if a person so authorised is present thereat.

• for identification purpose only