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Sands China Ltd. — Proxy Solicitation & Information Statement 2025
Mar 26, 2025
50273_rns_2025-03-26_2389fa17-1551-430e-a5e9-695942cf3544.pdf
Proxy Solicitation & Information Statement
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SANDS CHINA LTD.
金沙中國有限公司
Number of shares in which this proxy form relates(1)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1928)
PROXY FORM FOR THE 2025 ANNUAL GENERAL MEETING
I/We being registered shareholder(s) of Sands China Ltd. (the "Company") hereby appoint the proxy specified below or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf as directed below at the annual general meeting of the Company (the "AGM") for the year 2025 to be held virtually through an online platform at http://meetings.computershare.com/SandsChina_AGM2025 (the "Online Platform") on Thursday, May 22, 2025 at 11:00 a.m. (and at any adjournment thereof) and to exercise all rights conferred on proxies under law, regulation and the articles of association of the Company.
| Name of Registered Shareholder(s)^{(Note 2)} | |
|---|---|
| Registered Address(es) | |
| Name of Proxy^{(Note 3)} | |
| Address | |
| Email Address |
I wish my/our proxy to vote as indicted by a tick ("✓") in the appropriate boxes below(Note 4).
| ORDINARY RESOLUTIONS | FOR^{(Note 4)} | AGAINST^{(Note 4)} | |
|---|---|---|---|
| 1. | To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") of the Company and auditor for the year ended December 31, 2024. | ||
| 2. | To declare a final dividend of HK$0.25 per share for the year ended December 31, 2024 to be paid out of the share premium account of the Company. | ||
| 3. | (a) To re-elect Mr. Charles Daniel Forman as non-executive Director. | ||
| (b) To re-elect Ms. Chiang Yun as independent non-executive Director. | |||
| (c) To re-elect Mr. Kenneth Patrick Chung as independent non-executive Director. | |||
| (d) To authorize the board of Directors (the "Board") to fix the respective Directors' remuneration. | |||
| 4. | To re-appoint Deloitte Touche Tohmatsu as auditor and to authorize the Board to fix their remuneration. | ||
| 5. | To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.* | ||
| 6. | To give a general mandate to the Directors to allot, issue and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.* | ||
| 7. | To extend the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company by the aggregate number of the shares repurchased by the Company.* |
- The full text of the resolution is set out in the notice of the AGM
Date(Note 5) ___ 2025
Signature(s)(Note 5) ____
Notes:
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Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted or the number of shares inserted is more than the total number of shares registered in your name(s), this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one valid proxy form is delivered in respect of the same share for use at the AGM, only the one which is delivered last in accordance with note 7 below (regardless of the date on which it is signed) will be treated as the valid form. If it is not possible to determine the order of delivery, none of the forms will be treated as valid.
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Please insert the full name(s) and address(es) as shown in the register of members of the Company in BLOCK CAPITALS.
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Please insert the full name, address and email address of the proxy in BLOCK CAPITALS. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote on his behalf. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him at the AGM and vote on his behalf. If more than one proxy is so appointed, the proxy form for each appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a shareholder of the Company but must attend the AGM through the Online Platform to represent you. Every shareholder of the Company attending the AGM or by proxy shall have one vote for every fully paid share of which he is the holder.
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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 you wish to vote for or against a resolution but only in respect of part of the number of shares to which this proxy form relates, please insert the number of shares intended to be voted in the relevant box. 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.
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This proxy form must be signed and dated by you or your attorney duly authorized for writing. In case of a corporation, the same must be either under its common seal or signed by an officer or attorney so authorized. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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In case of joint holders, any one of such joint holder may vote, either through the Online Platform or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders vote by proxy, the vote of the senior 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.
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In order to be valid, this completed and signed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, must be delivered to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, (i) by post to 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or (ii) by email to [email protected], no later than 11:00 a.m. (Hong Kong time) on Tuesday, May 20, 2025 (or if the AGM is adjourned, not less than 48 hours before the time appointed for holding the adjourned AGM).
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Completion and delivery of the proxy form will not preclude you from attending and voting at the AGM through the Online Platform if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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The Company has absolute discretion to deal with any proxy forms including rejecting any proxy form which is incomplete, improperly completed, illegible, or where it is difficult to ascertain from it the intention of the shareholder making the appointment or where its contents contradict another proxy form delivered by or on behalf of the same shareholder.
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By signing this form, you acknowledge and confirm that you are duly authorized by your proxy to provide his/her personal information above.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either of the following means:
By mail to: Hong Kong Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
By email to: [email protected]
In case of any inconsistency between the English version and Chinese version of this document, the English version shall prevail.