Galaxy Entertainment Group Limited — Proxy Solicitation & Information Statement 2009

Oct 29, 2009

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

Proxy Form for use at the Annual General Meeting (or at any adjournment thereof)

I/We[(note][1)]

of

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

shares of HK$1.00 each in the capital of the

Company, HEREBY APPOINT the Chairman of the meeting or[(note][3)]

of

as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Meeting Room N201B (New Wing), Hong Kong Convention & Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 9 December 2009 at 11:15 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 for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

			FOR (note 4)	AGAINST (note 4)
	1.	To consider and adopt the audited Statement of Accounts and the Reports of theDirectors and the Independent Auditors for the year ended 30 June 2009.
	2.	To declare a final dividend.
	3.	(i)To re-elect Dr. Cheng Kar-Shun, Henry as director.
		(ii)To re-elect Dr. Cha Mou-Sing, Payson as director.
		(iii)To re-elect Mr. Cheng Kar-Shing, Peter as director.
		(iv)To re-elect Mr. Leung Chi-Kin, Stewart as director.
		(v)To re-elect Mr. Chow Kwai-Cheung as director.
		(vi)To re-elect Ms. Ki Man-Fung, Leonie as director.
		(vii)To authorise the Board of Directors to fix the remuneration of Directors.
	4.	To re-appoint Joint Auditors and authorise the Board of Directors to fix theirremuneration.
	5.	Ordinary Resolution in Item No. 5 of the Notice of Annual General Meeting. (Toapprove a general mandate to the Directors to repurchase shares not exceeding10% of the existing issued share capital)
	6.	Ordinary Resolution in Item No. 6 of the Notice of Annual General Meeting. (Toapprove a general mandate to the Directors to issue shares not exceeding 20% ofthe existing issued share capital)
7.	7.	Ordinary Resolution in Item No. 7 of the Notice of Annual General Meeting. (Toextend the general mandate to be given to the Directors to issue shares by theaddition thereto the shares repurchased by the Company)

Dated 2009 Shareholder’s signature[(note][5)]

Notes:

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

2. Please insert the number of shares of HK$1.00 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to cast his 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.

5. This proxy form 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. In order to be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s share registrars, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or the adjourned meeting as the case may be).

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but 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 in respect of the relevant share will alone be entitled to vote in respect thereof.

8. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.