Sands China Ltd. — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

SANDS CHINA LTD. 金沙中國有限公司 *****

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1928)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, JUNE 7, 2011

I/We (Note1)

of

being the registered holder(s) of (Note 2) of US$0.01 each in the share capital of Sands China Ltd. (the “Company”) hereby appoint the Chairman of the meeting

shares

(Note 3)

or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2011 to be held at Four Seasons Hotel Hong Kong, Level 4, Harbour View Ballroom II & III, 8 Finance Street, Central, Hong Kong on Tuesday, June 7, 2011 at 1:00 pm (and at any adjournment thereof).

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4) .

	ORDINARY RESOLUTIONS	FOR	AGAINST
1.	To receive the audited consolidated f nancial statements and the reports of the directors
	and auditors for the year ended December 31, 2010.
2.	(a)To re-elect Mr. Michael Alan Leven as executive director.
	(b)To re-elect Mr. Toh Hup Hock as executive director.
	(c)To re-elect Mr. Jeffrey Howard Schwartz as non-executive director.
	(d)To re-elect Mr. David Muir Turnbull as independent non-executive director.
	(e)To re-elect Mr. Iain Ferguson Bruce as independent non-executive director.
	(f)To authorize the board of directors to f x the respective directors’ remuneration.
3.	To re-appoint PricewaterhouseCoopers as auditors and to authorize the board of
	directors to f x their remuneration.
4.	To give a general mandate to the directors to repurchase shares of the Company
	not exceeding 10% of the issued share capital of the Company as at the date of this
	resolution.
5.	To give a general mandate to the directors to issue additional shares of the Company
	not exceeding 20% of the issued share capital of the Company as at the date of this
	resolution.
6.	To extend the general mandate granted to the directors to issue additional shares of the
	Company by the aggregate nominal amount of the shares repurchased by the Company.

Date:

2011

(Note 5)

Signature(s)

Notes:

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

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, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint another person as his proxy to attend and vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. 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 (“  ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“  ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an offi cer or attorney so authorized.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certifi ed copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fi xed for holding the AGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

* For identifi cation purposes only