First Tractor Company Limited — Proxy Solicitation & Information Statement 2023

Apr 19, 2023

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GALAXY ENTERTAINMENT GROUP LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 27)

Registered Office 22nd Floor, Wing On Centre 111 Connaught Road Central, Hong Kong

FORM OF PROXY for use at the 2023 annual general meeting or any adjournment thereof

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] shares of Galaxy Entertainment Group Limited (the “ Company ”) hereby appoint [( N o t e][3 )] the Chairman of the meeting or of

shares

as my/our proxy to act for me/us at the 2023 annual general meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 22 May 2023 at 3:00 p.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 “✔” in the spaces provided how you wish your vote(s) to be cast on a poll.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR	AGAINST
	1	To receive and consider the audited financial statements and reports of the Directors and Auditor for the year ended 31 December 2022.
	2	To re-elect Mr. Joseph Chee Ying Keung as a Director;
	3	To re-elect Dr. William Yip Shue Lam as a Director;
	4	To re-elect Professor Patrick Wong Lung Tak as a Director;
	5	To fix the Directors’ remuneration.
	6	To re-appoint Auditor and authorise the Directors to fix the Auditor’s remuneration.
	7.1	To give a general mandate to the Directors to buy-back shares of the Company;
	7.2	To give a general mandate to the Directors to issue additional shares of the Company;
	7.3	To extend the general mandate as approved under 7.2.
	8	To approve the adoption of the New Share Award Scheme and New Share Option Scheme and the Mandate Limit shall not exceed 10% of issued shares.
	9	To approve the Service Provider Sub-limit of up to 1% of issued shares.
	10	To approve the suspension of 2021 Share Award Scheme and termination of the 2021 Share Option Scheme.

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. A member may appoint a proxy who need not be a member of the Company but must attend the meeting in person to represent him. If such an appointment is made, delete the words “the Chairman of the meeting or” and insert the name and address of the appointed proxy in the space provided. Submission of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof and, in such event, the authority of this form of proxy will be deemed to be revoked.

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 at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

7. 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 of such power or authority must be deposited at the Company’s registered office at 22nd Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong (marked for the attention of the Company Secretary) not later than 3:00 p.m. on Saturday, 20 May 2023 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be).

8. Any alterations made in this form should be initialled by the person who signs it.