Guoco Group Limited — Proxy Solicitation & Information Statement 2016

Nov 9, 2016

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00037)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 NOVEMBER 2016 AND ANY ADJOURNMENT THEREOF

I/We[1]

of

being the registered holder(s) of[2] shares (“ Shares ”) in the share capital of Far East Hotels and Entertainment Limited (the “ Company ”), HEREBY APPOINT the chairman of the EGM, or[3]

of

or failing him/her

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at the Conference Room, 2/F, Cheung Chau Warwick Hotel, East Bay, Cheung Chau, Hong Kong on Monday, 28 November 2016, at 3:00 p.m. (and at any adjournment thereof) (the “ EGM ”) for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the EGM (the “ Notice ”) and at the EGM to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the EGM in such manner as he thinks fit.

Terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 10 November 2016 unless the context requires otherwise.

ORDINARY RESOLUTION For[4] Against[4] 1. (a) the Acquisition Agreement and the transaction contemplated thereunder be and hereby approved, confirmed and ratified; and (b) each of the directors of the Company be and is hereby authorized to, on behalf of the Company, do all such acts and things and sign, ratify or execute all such documents and take all such steps as the director in his/her discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Acquisition Agreement and the transaction contemplated thereunder.

Signature[5] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the chairman of the EGM is preferred, strike out “the chairman of the EGM, or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the EGM and vote for him/her. ANY ALTERATION MADE TO THIS FORM OF PROXY 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”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy 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, attorney or other person duly authorised to sign the same.

6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the office of the share registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or the adjourned Meeting (as the case may be).

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting in person at the EGM if you so wish. If you attend and vote at the EGM, the authority of your proxy will be deemed to be revoked.