Melco International Development Limited — Proxy Solicitation & Information Statement 2012

Apr 25, 2012

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FORM OF PROXY

For use by members at the Extraordinary General Meeting to be held on Friday, 25 May 2012 at 11:00 a.m. or any adjournment thereof

Number of Shares to which this Form of Proxy relates[(Note][1)]

I/We[(Note][2)] ,

of

,

being the registered holder(s) of ordinary shares of HK$0.25 each (the ‘‘Shares’’) in the capital of Crocodile Garments Limited (the ‘‘Company’’), HEREBY APPOINT[(Note][3)] the chairman of the meeting or

of

as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Crystal Rooms 1 and 2, Basement 3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 25 May 2012 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf in respect of the resolution to be considered and, if thought fit, passed at the EGM and its adjournment as directed below.

Please indicate with a ‘‘✓’’ in the following boxes provided how you wish your vote(s) to be cast on a poll.

Please indicate with a ‘‘✓’’ in the following boxes provided how you wish your	Please indicate with a ‘‘✓’’ in the following boxes provided how you wish your	vote(s) to be cast	on a poll.	on a poll.
Ordinary Resolution (Note 12)		FOR(Note 5)	AGAINST (Note 5)		ABSTAIN (Note 5)
To consider and approve the issue of the Bonus Shares (as defined in the circular of the Company dated 26 April 2012 relating to the proposed bonus issue of Shares) and to authorise the directors of the Company to do all acts and things as may be necessary and expedient in connection therewith.
Member’s Signature:	(Note 4) Dated this day o			f , 2012

Contact Phone Number:

Notes:

1. Please insert the number of the Shares. If no number is inserted or the number inserted exceeds the total number of the Shares registered in your name(s), this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in CAPITAL LETTERS.

3. A member of the Company (the ‘‘Member’’) is entitled to appoint one (or, if he holds two or more Shares, more than one) proxy of his choice to vote instead ofsuchhimanprovidedappointmentthat eachis made,proxypleaseis appointeddelete theto exercisewords ‘‘thethe chairmanrights attachedof thetomeetinga Share oror’’theandSharesinsert heldin CAPITALby the Member.LETTERSA proxythe neednamenotandbeaddressa Member.of theIf person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.

4. This form of proxy or a photocopy thereof must be signed by the appointor or his attorney duly authorised in writing, or if such appointor is a corporation, either given under its common seal or under the hand of an officer or attorney duly authorised.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO ABSTAIN FROM‘‘pleaseFor’’,state‘‘VOTINGAgainstthe relevant’’ orON‘‘AbstainTHEnumberRESOLUTION,’’, ofit willthe Sharesbe deemedunderPLEASEto therelatecolumnsTICKto theTHE‘‘entireForAPPROPRIATE’’,number‘‘Againstof’’theor Shares‘‘BOXAbstainheld.MARKED’’. However,If only‘‘partABSTAINtheofnumberyour’’.shareholdingIfof athe‘‘✓Shares’’ isisputabstainedto beundervoted/abstained,thefromcolumnsvoting will not be counted in the calculation of the required majority of voting. If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he may at his absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may arise at the EGM.

7. certifiedTo be valid,copythisof suchform powerof proxyof orattorneya photocopyor authoritythereofmusttogetherbe depositedwith anyatpowerthe Companyof attorney’s shareor otherregistrar,authorityTricor(if Tengisany) underLimitedwhich(theit is‘‘SharesignedRegistraror a notarially’’) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or its adjourned meeting thereof.

The contact phone number of the Share Registrar is (852) 2980 1333.

1. Completion and return of this form of proxy or any photocopy thereof shall not preclude Members from attending in person and voting at the EGM or its adjourned meeting should they so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.

2. Any alterations made in this form of proxy or any photocopy thereof must be initialled by the person who signs it.

4. In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited, voting on the resolution in respect of the matters set out in the notice of the EGM will be decided by poll.

5. atThetheCompanyCompanyreserves’s absoluteits rightdiscretion,to treatnotanymaterial.form of proxy which has been incorrectly completed in some respects as valid if such incorrectness is considered,

6. A Member or his proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the EGM.

7. The full text of the resolution is set out in the notice of the EGM dated 26 April 2012.