Chinasoft International Limited — Proxy Solicitation & Information Statement 2010

Jan 19, 2010

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Melco International Development Limited

(Incorporated in Hong Kong with limited liability)

Website: http://www.melco-group.com

(Stock Code: 200)

Proxy Form for Extraordinary General Meeting to be held on 8 February 2010

Form of proxy for use at the Extraordinary General Meeting (“EGM”) of Melco International Development Limited (the “Company”) to be held at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Monday, 8 February 2010 at 10:30 a.m.

I/We (note 1)

of

being the registered holder(s) of

share(s) of the Company HEREBY APPOINT (note 2) the Chairman

of the Meeting or

of

as my/our proxy to act for me/us at the EGM of the Company to be held on Monday, 8 February 2010 at 10:30 a.m. and at any adjournment thereof and at such meeting or adjournment to vote on my/our behalf and in my/our name(s) on the undermentioned resolutions as indicated.

	ORDINARY RESOLUTIONS	FOR(note 3)	AGAINST(note 3)
1.	ORDINARY RESOLUTION NO. 1 as set out in the Notice of the EGM(subject to any permitted amendments), relating to the deed of amendmententered into between Great Respect Limited (“Great Respect”) and MelcoInternational Development Limited (the “Company”) on 16 December2009 to amend the terms of the HK$1,175 million in principal amount ofconvertible loan notes due 2010 issued by the Company to Great Respect.
2.	ORDINARY RESOLUTION NO. 2 as set out in the Notice of the EGM(subject to any permitted amendments), relating to the whitewash waiverunder the Hong Kong Code on Takeovers and Mergers (the “TakeoversCode”) waiving any obligation on the part of Great Respect Limited(“Great Respect”) and Mr. Lawrence Ho, and the parties acting in concertor presumed to be acting in concert with Great Respect and/or Mr.Lawrence Ho, to make a mandatory general offer for the entire issuedshare capital of Melco International Development Limited (the“Company”) not already owned by Great Respect or Mr. Lawrence Ho andpersons respectively acting in concert with them which would otherwisearise under Rule 26.1 of the Takeovers Code as a result of any and allfuture exercises of the conversion rights conferred by the HK$1,175million in principal amount of convertible loan notes due 2010 issued bythe Company to Great Respect, as amended by the deed of amendmententered into between Great Respect and the Company on 16 December2009.

Dated the

day of 2010

Signature(s):

(note 4)

Notes:

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

1. If any proxy other than the Chairman of the meeting is preferred, strike out “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person who completes it. A proxy need not be a member of the Company.

1. 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.

1. 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.

1. 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 of members of the Company in respect of the relevant shares shall alone be entitled to vote in respect thereof.

1. 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 Company’s registered office at 38th Floor, the Centrium, 60 Wyndham Street, Central, Hong Kong, not less than 48 hours before the time appointed for holding the meeting.

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

This proxy form is printed on environmentally friendly paper.