Galaxy Entertainment Group Limited — Proxy Solicitation & Information Statement 2022

Oct 25, 2022

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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 New World Development Company Limited (新世界發展有限公司) (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 N201 (Expo Drive Entrance), Level 2, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Tuesday, 22 November 2022, at 11:45 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.

	**ORDINARY **	RESOLUTIONS	RESOLUTIONS		FOR (note 4)	AGAINST (note 4)
1.	To consider and adopt the audited Financial Statements and the Reports of
	the Directors and the Independent Auditor for the year ended 30 June 2022.
2.	To declare a final dividend.
3.	(a) To re-elect Dr. Cheng Chi-Kong, Adrian as Director.
	(b) To re-elect Ms. Cheng Chi-Man, Sonia as Director.
	(c) To re-elect Mr. Cheng Kar-Shing, Peter as Director.
	(d) To re-elect Mr. Doo Wai-Hoi, William as Director.
	(e) To re-elect Mr. Lee Luen-Wai, John as Director.
	(f) To re-elect Mr. Ma Siu-Cheung		as Director.
	(g) To authorise the Board of Directors to fix the			remuneration of
	Directors.
4.	To re-appoint Messrs. PricewaterhouseCoopers as Auditor and authorise
	the Board of Directors to fix their remuneration.
5.	Ordinary Resolution in Item No.	5 of the Notice of Annual General Meeting
	(To approve a general mandate	to	the Directors to buy back shares not
	exceeding 10% of the existing issued shares).
6.	Ordinary Resolution in Item No.	6 of the Notice of Annual General Meeting
	(To approve a general mandate to the Directors to			issue shares not
	exceeding 10% of the existing issued shares).
7.	Ordinary Resolution in Item No.	7 of the Notice of Annual General Meeting
	(To grant a mandate to the Directors to grant options under the share option
	scheme of the Company).

Shareholder’s Signature [(note][5)] :

Dated:

2022

Notes:

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

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 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.

1. 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.

2. 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.

3. 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 registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (excluding a public holiday) before the time appointed for holding the meeting (i.e. not later than Saturday, 19 November 2022 at 11:45 a.m.) or any adjournment thereof (as the case may be).

4. In the case of appointment of proxies submitted in electronic form, the proxy forms must be electronically submitted via Tricor e-Meeting System not less than 48 hours (excluding a public holiday) before the time appointed for the holding of the meeting (i.e. not later than Saturday, 19 November 2022 at 11:45 a.m.) or any adjournment thereof (as the case may be) by scanning the QR code provided on the notification letter sent to you by the Company on 26 October 2022 (the “ Notification Letter ”) or visiting the designated URL (https://spot-emeeting.tricor.hk/#/17). Please use the username and password provided on the Notification Letter.

5. If your proxy (except when the Chairman of the meeting is appointed as proxy) wishes to attend the meeting and vote online, you must provide a valid email address of your proxy to the Company’s share registrar, Tricor Tengis Limited, by calling its hotline at (852) 2975 0928 by 5:00 p.m. on Thursday, 17 November 2022 for the necessary arrangements. If no email address is provided, your proxy cannot attend the meeting and vote online. The email address so provided will be used by the Company’s share registrar, Tricor Tengis Limited, for providing the login details for attending and voting at the meeting via Tricor e-Meeting System. If your proxy has not received the login details by email by 11:45 a.m. on Monday, 21 November 2022, you should contact the Company’s share registrar, Tricor Tengis Limited, hotline at (852) 2975 0928 for the necessary arrangements. Shareholders can refer to the notice of the meeting and the Online Meeting User Guide (by scanning the QR code as printed on the Notification Letter) in relation to attending the meeting by electronic means.

6. For corporate shareholders who wish to (1) appoint proxy electronically to attend and vote at the meeting on their behalf or (2) appoint the corporate representative to attend the meeting and to vote online, please contact the Company’s Share Registrar, Tricor Tengis Limited, hotline at (852) 2975 0928 by 5:00 p.m. on Thursday, 17 November 2022 for the necessary arrangements (including the activation of password provided on the Notification Letter).

7. For the beneficial owners whose shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited would like to attend the meeting in person physically or online, they should consult directly with their banks or brokers or custodians (as the case may be) for the necessary arrangements.

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 physically at the meeting or via the Tricor e-Meeting System to represent you.

9. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy (whether physically or via Tricor e-Meeting System), 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 (whether physically or via Tricor e-Meeting System), 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.

10. The completion and delivery of the form of proxy shall not preclude the shareholders from attending and voting in person physically or via online at the meeting or any adjourned meeting thereof (as the case may be) if they so wish.

11. Your proxy’s authority and instruction will be revoked if you attend and vote in person physically at the meeting or via the Tricor e-Meeting System. 15. In light of the COVID-19 pandemic and to safeguard shareholders’ health and safety, the Company encourages shareholders and the beneficial owners whose shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited to consider joining the meeting through the Tricor e-Meeting System and vote online or to consider appointing the Chairman of the meeting as their proxies to vote on the resolutions, instead of attending the meeting in person physically.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the share registrar.

PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE AT THE ANNUAL GENERAL MEETING

Please refer to page 3 of the circular of the Company dated 26 October 2022 for the measures being taken to prevent and control the spread of the	Please refer to page 3 of the circular of the Company dated 26 October 2022 for the measures being taken to prevent and control the spread of the
COVID-19 at the Annual General Meeting, including but not limited to:
(1) Compulsory body temperature check
(2) Compulsory wearing of surgical face mask
(3) Maintaining a safe distance between seats
(4) No provision of refreshments or beverages
(5) No distribution of coupons for subsequent consumption
Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Annual General Meeting venue.
In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the
shareholders of the Company, the Company strongly encourages the shareholders to exercise their right to vote at the Annual General Meeting
online or by appointing the chairman of the Annual General Meeting as their proxies and to return their proxy forms by the time specified in note
6 above, instead of attending the Annual General Meeting in person physically.