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Galaxy Entertainment Group Limited Proxy Solicitation & Information Statement 2023

Oct 12, 2023

48883_rns_2023-10-12_03fec7f1-6d7a-4405-9fde-8fc13dcd5383.pdf

Proxy Solicitation & Information Statement

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

Proxy Form for use at the Extraordinary 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 發展 限公 ) (the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting or[(note][3)] of

as my/our proxy to act for me/us at the Extraordinary General Meeting (or at any adjournment thereof) of the Company to be held as a hybrid meeting at the principal meeting place of Meeting Room S224 (Harbour Road Entrance), Level 2, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 2 November 2023, at 11:30 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[(note][5)] FOR[(note][4)] AGAINST[(note][4)]

  1. To approve and confirm the Disposal and the transactions thereunder and to authorise any one director of the Company (or any two directors of the Company if the affixation of the common seal is necessary) to execute all such documents and agreements and do all such acts and things as he/she or they may in his/her or their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Disposal and the transactions contemplated thereunder and all matters ancillary or incidental thereto.

  2. Subject to the passing of the ordinary resolution no. 1 and conditional upon completion of the Disposal, to approve and confirm the Revision of Annual Caps and authorise any one director of the Company (or any two directors of the Company if the affixation of the common seal is necessary) to execute all such documents and agreements and do all such acts and things as he/she or they may in his/her or their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Revision of Annual Caps and all matters ancillary or incidental thereto.

2023 Shareholder’s Signature[(note][6)] :

Dated

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.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (P) IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (P) 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. The full text of the resolutions are set out in the notice of the extraordinary general meeting incorporated in the circular of the Company dated 13 October 2023.

  6. 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.

  7. 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 Tuesday, 31 October 2023 at 11:30 a.m.) or any adjournment thereof (as the case may be).

  8. 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 Tuesday, 31 October 2023 at 11:30 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 13 October 2023 (the ‘‘Notification Letter’’) or visiting the designated URL (https://spot-emeeting.tricor.hk/#/222). Please use the username and password provided on the Notification Letter.

  9. 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. 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 11:30 a.m. on Wednesday, 1 November 2023, 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.

  10. 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., Monday, 30 October 2023 for the necessary arrangements (including the activation of password provided on the Notification Letter).

  11. 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. You will be asked to provide your email address which will be used by the Company’s share registrar, Tricor Tengis Limited, for providing the login details for attending the meeting online via the Tricor e-Meeting System.

  12. 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.

  13. 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.

  14. 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.

  15. 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.

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.