Wynn Macau, Limited — Proxy Solicitation & Information Statement 2015

Apr 20, 2015

==> picture [201 x 58] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1128)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 21 MAY 2015 AT 11:45 AM

I/We (Note 1) of

(name)

of (address) being the registered holder(s) of (Note 2) ordinary shares of HK$0.001 each in the share capital of Wynn Macau, Limited (the “ Company ”) hereby appoint the Chairman of the meeting (Note 3) or (name) of (address) as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the “ 2015 Annual General Meeting ”) of the Company to be held in the Grand Ballroom at Wynn Macau, Rua Cidade de Sintra, NAPE, Macau SAR on Thursday, 21 May 2015 at 11:45 a.m. (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. (Note 4)

ORDINARY RESOLUTIONS**	ORDINARY RESOLUTIONS**	FOR	AGAINST
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors of the Companyfor theyear ended 31 December 2014.
2(a).	To re-elect Mr. Stephen A. Wynn as executive director of the Company.
2(b).	To re-elect Ms. Linda Chen as executive director of the Company.
2(c).	To re-elect Mr. Matthew O. Maddox as non-executive director of the Company.
3.	To authorize the board of directors of the Company to fix the respective directors’ remuneration.
4.	To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix the auditors’ remuneration for the ensuing year.
5.	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the total number of the issued share s of the Companyas at the date ofpassingof this resolution.
6.	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of the total number of the shares of the Companyas at the date ofpassingof this resolution.
7.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with new shares of the Company by the aggregate number of shares issued bythe Company.
8.	To extend the scheme mandate to the directors of the Company to issue and allot the number of shares of the Company permitted to be granted under the Company’s employee ownership scheme (the “Scheme”) adopted by the Company on 30 June 2014, less the shares of the Company already granted under the Scheme, and to procure the transfer of and otherwise deal with the shares of the Company granted under the Scheme.

==> picture [311 x 10] intentionally omitted <==

----- Start of picture text -----

Date: 2015 Signature(s) (Note 5)
----- End of picture text -----

Notes:

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

2. Please insert the number of shares of the Company 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 2015 Annual General Meeting may appoint more than one proxy to attend and vote on his behalf, provided that 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(S) WHO SIGN(S) IT.

1. 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”. Failure to tick or complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the 2015 Annual General Meeting other than those referred to in the notice convening the 2015 Annual General Meeting.

2. This form of proxy must be signed by you or your attorney duly authorized 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 so authorized.

3. 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.

4. 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 certified copy thereof, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the 2015 Annual General Meeting or any adjournment thereof.

5. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2015 Annual General Meeting or any adjournment thereof and, in such an event, the form of proxy shall be deemed to be revoked.

6. For identification purposes only

7. ** The full text of the resolutions are set out in the notice convening the 2015 Annual General Meeting