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First Tractor Company Limited Proxy Solicitation & Information Statement 2007

May 2, 2007

48894_rns_2007-05-02_e846e800-d61e-43b4-85b8-e7957a89fb89.pdf

Proxy Solicitation & Information Statement

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==> picture [90 x 88] intentionally omitted <==

GALAXY ENTERTAINMENT GROUP LIMITED

銀 河 娛 樂 集 團 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 27)

Registered Office Room 1606, 16th Floor, Hutchison House 10 Harcourt Road, Central, Hong Kong

FORM OF PROXY for use at the 2007 annual general meeting or any adjournment thereof

I/We (note 1) of

being the registered holder(s) of (note 2) shares of HK$0.10 each of Galaxy Entertainment Group Limited (the ‘‘ Company ’’ ) hereby appoint (note 3) the Chairman of the meeting

or

of

as my/our proxy to act for me/us at the 2007 annual general meeting of the Company to be held at Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 26th June 2007 at 11: 00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote, on a poll, for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

Please indicate with a ‘‘H’’ in the spaces provided how you wish your vote(s) to be cast on a poll.

For Against
1. To receive and consider the financial statements and reports of the directors and auditors for & &
the year ended 31st December 2006.
2. To elect the following persons as directors:
a.
Mr. Francis Lui Yiu Tung
& &
b.
Mr. James Ross Ancell
& &
c.
Mr. Anthony Thomas Christopher Carter
& &
And to fix the directors’ remuneration. & &
3. To re-appoint auditors and authorise the directors to fix their remuneration. & &
4. To pass Ordinary Resolutions for the followings:
4.1
Giving a general mandate to the directors to purchase shares of the Company;
& &
4.2
Giving a general mandate to the directors to allot, issue and deal with additional shares
& &
of the Company;
4.3
Extending the general mandate as approved under 4.2.
& &

Shareholder’s Signature:

Date:

Notes:

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

  2. Please insert the number of shares registered in your name(s); 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. appointmentA member mayis made,appointdeletea proxytheofwordshis choice‘‘the Chairmanwho needofnotthebemeetinga memberor’’ofandtheinsertCompanythe namebut mustand addressattend theofmeetingthe appointedin personproxyto representin the spacehim.provided.If such an

  4. In the case of joint holders, this form of proxy must be signed by the member whose name stands first on the register of members.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised.

  6. If this form is returned duly signed but without a specific direction, the proxy may cast your vote, on a poll, at his discretion. Your proxy will also be entitled to vote, on a poll, at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  7. or authority must be deposited at the CompanyTo 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 of such power’s registered office not less than 48 hours before the time appointed for the meeting or any adjournment thereof. 8. Any alterations made in this form should be initialled by the person who signs it.