Chinasoft International Limited — Proxy Solicitation & Information Statement 2004

Apr 28, 2004

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(Incorporated in Hong Kong with limited liability) Website: http://www.melco.hk.cn (Stock code: 200)

Proxy Form for Annual General Meeting on 20th May 2004

Form of proxy for use at the Annual General Meeting (“AGM”) of Melco International Development Limited (the “Company”) to be held at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on 20th May, 2004 at 3:00 p.m..

I/We,[1]

of

being the registered holder(s) of

share(s)

of Melco International Development Limited, HEREBY APPOINT[2] the Chairman of the meeting or

of

as my/our proxy to act for me/us at the Annual General Meeting of the Company to be held on 20th May, 2004 at 3:00 p.m. and at any adjournment thereof and at such meeting or adjournment, in the event of a poll, to vote on my/ our behalf and in my/our name(s) on the undermentioned resolutions as indicated:

	Resolutions	For3	Against3
1.	To consider and receive the audited financial statements and the reports of the directors and auditors for the financial year ended 31st December, 2003
2.	(I) To re-elect the following persons as directors of the Company:
	Sir Roger Lobo
	Mr. Ho Cheuk Yuet
	(II) To fix the directors’ remuneration
3.	To re-appoint auditors and to fix their remuneration
4.	To give a general mandate to the directors to repurchase shares of the Company
5.	(I) To give a general mandate to the directors to issue shares of the Company
	(II) To extend the general mandate granted to the directors to issue shares by the nominal amount of shares repurchased
6.	To amend the New Articles of Association of the Company

Date this day of 2004

Signature(s)[4] : Proxy’s specimen signature:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. If any proxy other than the Chairman of the meeting is preferred, strike out “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person who completes it.

3. A proxy need not be a member of the Company.

4. Important: If you wish to vote for a Resolution, place a “X” in the box marked “FOR”. If you wish to vote against a Resolution, place a “X” in the box marked “AGAINST” . Failure to complete the boxes will entitle your proxy to cast your vote at his discretion.

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 be either under its common seal or under the hand of an officer or attorney duly authorised.

6. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the registered office of the Company, 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than 48 hours before the time appointed for holding the meeting.

8. Completion and return of this form will not preclude you from attending and voting at the meeting if you wish to do so.