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Wynn Macau, Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your Shares in Wynn Macau, Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Wynn Macau, Limited
永利澳門有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1128)
DECLARATION OF A FINAL DIVIDEND RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF THE COMPANY'S AUDITORS GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES CLOSURE OF REGISTER OF MEMBERS NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Wynn Macau, Limited to be held at the Wynn Palace Meeting Rooms at Wynn Palace, Avenida da Nave Desportiva, Cotai, Macau SAR on Thursday, 28 May 2026 is set out on pages 17 to 21 of this circular. The form of proxy for use at the annual general meeting is also enclosed with this circular. The form of proxy is also published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.wynnmacaulimited.com).
The action to be taken by Shareholders is set out on page 8 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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, as soon as possible and in any event not later than 26 May 2026 at 12:15 p.m. (Hong Kong time) or not less than 48 hours before the time fixed for holding any adjournment of the annual general meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked.
- For identification purposes only.
27 April 2026
CONTENT
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
INTRODUCTION ... 4
DECLARATION OF A FINAL DIVIDEND. ... 5
RE-ELECTION OF DIRECTORS ... 5
RE-APPOINTMENT OF ERNST & YOUNG AS THE AUDITORS
OF THE COMPANY ... 6
GENERAL MANDATE TO REPURCHASE SHARES ... 6
GENERAL MANDATE TO ISSUE SHARES ... 7
POLL VOTING AT THE 2026 ANNUAL GENERAL MEETING ... 7
CLOSURE OF REGISTER OF MEMBERS ... 8
ENTITLEMENT TO ATTEND AND VOTE AT THE 2026
ANNUAL GENERAL MEETING ... 8
ACTION TO BE TAKEN ... 8
RECOMMENDATION ... 9
RESPONSIBILITY STATEMENT ... 9
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE ... 10
APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 13
NOTICE OF ANNUAL GENERAL MEETING ... 17
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2026 Annual General Meeting” the annual general meeting of the Company to be held at the Wynn Palace Meeting Rooms at Wynn Palace, Avenida da Nave Desportiva, Cotai, Macau SAR on Thursday, 28 May 2026 at 12:15 p.m.
“Articles of Association” the articles of association of the Company currently in force
“associate(s)” shall have the same meaning as set out in the Listing Rules
“Board” the board of the directors of the Company
“CCASS” means the Central Clearing and Settlement System established and operated by The Hong Kong Securities Clearing Company Limited
“Company” Wynn Macau, Limited, a company incorporated on 4 September 2009 as an exempted company with limited liability under the laws of the Cayman Islands
“connected person(s)” shall have the same meaning as set out in the Listing Rules
“controlling shareholder(s)” shall have the same meaning as set out in the Listing Rules
“core connected person(s)” shall have the same meaning as set out in the Listing Rules
“Director(s)” the director(s) of the Company
“Encore at Wynn Macau” a casino resort located in Macau, connected to and fully integrated with Wynn Macau, owned and operated directly by WRM, which opened on 21 April 2010
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 17 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended and supplemented from time to time)
— 1 —
DEFINITIONS
| “Nomination Committee” | the nomination and corporate governance committee of the Company |
|---|---|
| “Notice of AGM” | the notice dated 27 April 2026 convening the 2026 Annual General Meeting as set out on pages 17 to 21 of this circular |
| “Ordinary Resolution 2” | the ordinary resolution numbered “2” in the Notice of AGM, in respect of the proposal to declare a final dividend for the year ended 31 December 2025 |
| “Ordinary Resolution 6” | the ordinary resolution numbered “6” in the Notice of AGM, in respect of the proposal to grant to the Directors the Repurchase Mandate |
| “Ordinary Resolution 7” | the ordinary resolution numbered “7” in the Notice of AGM, in respect of the proposal to grant to the Directors a general mandate to allot, issue and otherwise deal with additional Shares |
| “Ordinary Resolution 8” | the ordinary resolution numbered “8” in the Notice of AGM, in respect of the proposal to increase the amount of the general mandate referred to in Ordinary Resolution 7 by the amount of Shares purchased by the Company pursuant to the Repurchase Mandate |
| “Remuneration Committee” | the remuneration committee of the Company |
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to cause the Company to repurchase Shares on the Hong Kong Stock Exchange |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) with a nominal value of HK$0.001 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of Share(s) from time to time |
| “subsidiary(ies)” | shall have the same meaning as set out in the Listing Rules |
| “substantial shareholder(s)” | shall have the same meaning as set out in the Listing Rules |
| “Takeovers Code” | the Code of Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong, as amended from time to time |
| “treasury shares” | shall have the same meaning as set out in the Listing Rules |
| “US$” | United States dollars, the lawful currency of the United States |
— 2 —
DEFINITIONS
"WM Cayman I"
WM Cayman Holdings Limited I, a company incorporated on 7 July 2009 as an exempted company with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Wynn Group Asia, Inc. (a company formed under the laws of the State of Nevada, United States and a wholly-owned subsidiary of Wynn Resorts, Limited)
"WRM"
Wynn Resorts (Macau) S.A., a company incorporated under the laws of Macau and a wholly-owned subsidiary of the Company
"Wynn Macau"
a casino hotel resort located in Macau, owned and operated directly by WRM, which opened on 6 September 2006, and where appropriate, the term also includes Encore at Wynn Macau
"Wynn Palace"
an integrated resort situated on approximately 51 acres of land in the Cotai area of Macau in accordance with the terms of the Cotai Land Concession Agreement, which is operated by WRM and opened on 22 August 2016
"Wynn Resorts, Limited"
a company formed under the laws of the State of Nevada, United States, and our controlling shareholder
"%"
per cent
— 3 —
LETTER FROM THE BOARD
Wynn Macau, Limited
永利澳門有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1128)
Executive Directors:
Mr. Craig S. Billings (Chief Executive Officer)
Ms. Linda Chen (President and Vice Chairman of the Board)
Mr. Frederic Jean-Luc Luvisutto (Chief Operating Officer)
Non-executive Directors:
Ms. Jacqui Krum
Ms. Julie M. Cameron-Doe
Independent non-executive Directors:
Dr. Allan Zeman (Chairman of the Board)
Mr. Lam Kin Fung Jeffrey
Mr. Bruce Rockowitz
Mr. Nicholas Sallnow-Smith
Ms. Leah Dawn Xiaowei Ye
Registered office:
P.O. Box 309
Ugland House Grand Cayman KY1-1104
Cayman Islands
Registered Office of Macau Operating Subsidiaries:
Wynn Palace
Avenida da Nave Desportiva
Cotai, Macau
Principal place of business in Hong Kong:
Room 1928, 19/F
Lee Garden One, 33 Hysan Avenue
Causeway Bay
Hong Kong
27 April 2026
To the Shareholders,
Dear Sir or Madam,
DECLARATION OF A FINAL DIVIDEND RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF THE COMPANY'S AUDITORS GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES CLOSURE OF REGISTER OF MEMBERS NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to seek your approval of, and to provide you with information in connection with, the proposals to (i) declare a final dividend; (ii) re-elect the Directors; (iii) re-appoint Ernst & Young as auditors of the Company; and (iv) grant to the Directors the general mandates to issue Shares and to repurchase Shares. Your approval of such proposals will be sought at the 2026 Annual General Meeting. The Notice of AGM is set out on pages 17 to 21 of this circular.
- For identification purposes only.
LETTER FROM THE BOARD
DECLARATION OF A FINAL DIVIDEND
The Board has recommended the payment of a final dividend of HK$0.223 per Share in respect of the year ended 31 December 2025. The payment of the final dividend is conditional upon the passing of Ordinary Resolution 2 by the Shareholders at the 2026 Annual General Meeting to be held on Thursday, 28 May 2026.
RE-ELECTION OF DIRECTORS
Pursuant to Article 17.17 of the Articles of Association, Mr. Frederic Jean-Luc Luvisutto, Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith will retire as Directors by rotation. All of the retiring Directors, being eligible, will offer themselves for re-election at the 2026 Annual General Meeting.
Pursuant to Article 17.2 of the Articles of Association, Ms. Jacqui Krum having been appointed by the Board as a non-executive Director effective from 1 January 2026, being eligible, will offer herself for re-election at the 2026 Annual General Meeting.
Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, the further appointment of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith, each of them currently being an independent non-executive Director, whom have served the Company for more than nine years, should be subject to a separate resolution to be approved by the Shareholders.
Currently, Mr. Lam Kin Fung Jeffrey is holding more than seven listed company directorships including the directorship as an Independent Non-executive Director of the Company as disclosed in the biographical information set out in Appendix II to this circular. Mr. Lam Kin Fung Jeffrey has attended all the Board meetings and Board committees meetings during the financial year ended 31 December 2025 and has remained responsible in performance of his functions and discharge of his duties to the Company through active participation and discussion, bringing balance of views as well as knowledge, experience and expertise. Besides, Mr. Lam Kin Fung Jeffrey has confirmed that he would continue to devote sufficient time and attention to the affairs of the Company. With his background and experience as set out in the biographical information, Mr. Lam Kin Fung Jeffrey is fully aware of the responsibilities and expected time involvements in the Company.
Notwithstanding that each of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith has served the Company for more than nine years, the Board and the Nomination Committee consider each of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith to be a person of integrity and independent in judgement and character. In particular, when assessing the independence of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith, the Board and the Nomination Committee noted that (i) none of the factors which the Hong Kong Stock Exchange will take into account when assessing the independence of a non-executive director as set out in Rule 3.13 of the Listing Rules is applicable to each of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith; (ii) during the tenure of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith as independent non-executive Directors, they gave impartial advice and exercised independent judgement on the affairs of the Company when participating in meetings of the Board and the three committees of the Board (as applicable); (iii) each of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith has not been involved in any management role in the Company and is free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgement. In addition, the Board and the Nomination Committee assessed and reviewed the written confirmations of independence from Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith, respectively. The Board and the Nomination Committee are of the view that, despite their length of service, each of Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith maintains an independent mindset and provides invaluable expertise, knowledge, experience, professionalism, continuity and stability to the
— 5 —
LETTER FROM THE BOARD
Board, and the Group has benefited greatly from their contributions and the valuable insights derived from their general business acumen and in-depth knowledge and experience in the Group’s business. Hence, the Board, upon the recommendation of the Nomination Committee, had determined that Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith should be re-elected as independent non-executive Directors at the 2026 Annual General Meeting.
Having regard to the experience, skills and expertise as well as the overall board diversity of the Company, the Nomination Committee recommended re-election of the aforesaid Directors to the Board. Accordingly, the Board has proposed that each of the aforesaid Directors, namely Mr. Frederic Jean-Luc Luvisutto, Ms. Jacqui Krum, Mr. Lam Kin Fung Jeffrey and Mr. Nicholas Sallnow-Smith, stands for re-election as Directors by way of separate resolution at the 2026 Annual General Meeting.
Details of the Directors who are proposed to be re-elected at the 2026 Annual General Meeting are set out in Appendix II to this circular.
RE-APPOINTMENT OF ERNST & YOUNG AS THE AUDITORS OF THE COMPANY
The Board proposes to re-appoint Ernst & Young as the auditors of the Company to hold office until the conclusion of the next annual general meeting. A resolution will also be proposed to authorize the Board to fix the auditors’ remuneration for the ensuing year. Ernst & Young have indicated their willingness to be re-appointed as auditors of the Company for the said period.
Having considered factors including the complexity and business operations of the Company, the expected audit scope, the audit timetable and the auditors’ resources required, the estimated audit fee of Ernst & Young for the audit services for the year ending 31 December 2026 is expected to be between approximately HK$7.3 million to approximately HK$7.7 million (the “Estimated Audit Fee”). The Estimated Audit Fee is considered to be fair and reasonable after due consideration of the facts and circumstances known as of the Latest Practical Date.
GENERAL MANDATE TO REPURCHASE SHARES
Ordinary Resolution 6 will be proposed at the 2026 Annual General Meeting to grant the Repurchase Mandate to the Directors, which will allow them to cause the Company to repurchase Shares of up to 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing Ordinary Resolution 6. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by Cayman Islands law or the Articles of Association or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting. As at the Latest Practicable Date, the number of Shares in issue is 5,263,717,600 Shares. On the basis that the issued share capital of the Company remains unchanged on the date of the 2026 Annual General Meeting, the Directors will be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to 526,371,760 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the 2026 Annual General Meeting.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
The Directors have no present intention to exercise the general mandate to repurchase Shares.
— 6 —
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
Ordinary Resolution 7 will be proposed at the 2026 Annual General Meeting to grant a general mandate to the Directors to allot, issue and otherwise deal with additional Shares (including any resell or transfer of treasury shares held under the name of the Company) up to a limit equal to 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing Ordinary Resolution 7. The general mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by Cayman Islands law or the Articles of Association or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting. As at the Latest Practicable Date, the total number of Shares in issue is 5,263,717,600 Shares. On the basis that the issued Share capital of the Company remains unchanged on the date of the 2026 Annual General Meeting, the maximum number of shares that can be issued upon exercise of the general mandate is 1,052,743,520, representing 20% of the total number of Shares in issue (excluding treasury shares) as at the date of the 2026 Annual General Meeting.
In addition, subject to the approval of Ordinary Resolution 6 and Ordinary Resolution 8, the number of Shares repurchased by the Company pursuant to the Repurchase Mandate under Ordinary Resolution 6 will also be added to the 20% limit under the general mandate mentioned in Ordinary Resolution 7.
The purpose of the general mandate to issue Shares is to enable the Directors to issue additional Shares or to resell or transfer any treasury shares held under the name of the Company should the need arise. The 20% limit to the general mandate to issue additional Shares is imposed pursuant to the requirements of the Listing Rules. The Directors have no present intention to exercise the general mandate to issue additional Shares or to resell or transfer any treasury shares.
POLL VOTING AT THE 2026 ANNUAL GENERAL MEETING
All the resolutions at the 2026 Annual General Meeting shall be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and Article 14.7 of the Articles of Association, except where the chairman of the meeting, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules.
Pursuant to Article 15.1 of the Articles of Association, subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting (a) every member Present shall have the right to speak, (b) on a show of hands, every member Present in such manner shall have one vote, and (c) on a poll every member Present in such manner shall have one vote for each share registered in his name in the register. On a poll a member entitled to more than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands and is under no obligation to cast all his votes in the same way on a poll.
An announcement on the poll vote results will be made by the Company after the 2026 Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
Proposed Final Dividend
Conditional upon the passing of Ordinary Resolution 2 by the Shareholders at the 2026 Annual General Meeting, the register of members of the Company will be closed from 3 June 2026 to 5 June 2026 (both dates inclusive) to determine the entitlement of Shareholders to the proposed final dividend, during which no transfer of Shares will be registered and the final dividend is expected to be paid on 16 June 2026. Shareholders registered under the Hong Kong branch register of members as of 5 June 2026 will be entitled to the dividend. All dividends will be paid in Hong Kong dollars. In order to determine the identity of the Shareholders who are entitled to the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 2 June 2026.
ENTITLEMENT TO ATTEND AND VOTE AT THE 2026 ANNUAL GENERAL MEETING
For determining the entitlement of Shareholders to attend and vote at the 2026 Annual General Meeting, the register of members of the Company will be closed from 22 May 2026 to 28 May 2026 (both days inclusive), during which period no transfer of shares will be registered. Shareholders registered under the Hong Kong branch register of members as of 28 May 2026 will be entitled to attend and vote at the 2026 Annual General Meeting. In order to be entitled to attend and vote at the 2026 Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on 21 May 2026.
ACTION TO BE TAKEN
The Notice of AGM is set out on pages 17 to 21 of this circular.
Enclosed with this circular is a form of proxy for use at the 2026 Annual General Meeting. Such form of proxy is also published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.wynnmacaulimited.com). Whether or not you intend to attend the 2026 Annual General Meeting, you are requested to complete in accordance with the instructions printed on the form of proxy. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or an adequately certified copy of such power or authority, shall 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 as soon as possible and in any event not later than 26 May 2026 at 12:15 p.m. (Hong Kong time) or, in the case of an adjournment, not less than 48 hours before the time fixed for holding the adjourned 2026 Annual General Meeting (as the case may be). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the 2026 Annual General Meeting or any adjournment thereof should such a Shareholder so wish and, in such event, the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the proposals mentioned in this circular, including the proposals to declare a final dividend, to re-elect the Directors; to re-appoint the Company's auditors; and to grant to the Directors the general mandate to issue Shares and the Repurchase Mandate, are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors recommend that all Shareholders vote in favour of all the resolutions to be proposed at the 2026 Annual General Meeting.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully
For and on behalf of the Board of
WYNN MACAU, LIMITED
Dr. Allan Zeman
Chairman
— 9 —
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide information reasonably necessary to enable you to make an informed decision on whether to vote for or against Ordinary Resolution 6 in respect of the approval of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 5,263,717,600 Shares. As at the Latest Practicable Date, there were share options in respect of (i) 7,801,000 Shares granted to, but not exercised by, selected participants under the Company's share option scheme adopted on 16 September 2009, which was terminated on 30 May 2019; (ii) 22,744,000 Shares granted to, but not exercised by, selected participants under the Company's share option scheme adopted on 30 May 2019, which was terminated on 25 May 2023; and (iii) 14,856,000 Shares granted to, but not exercised by, selected participants under the Company's existing share option scheme adopted on 25 May 2023. 3,162,400 share options were lapsed as at the Latest Practicable Date.
Subject to the passing of Ordinary Resolution 6, as set out in the Notice of AGM, in respect of the granting of the Repurchase Mandate, and on the basis that the issued share capital of the Company remains unchanged on the date of the 2026 Annual General Meeting, i.e. being 5,263,717,600 Shares, the Directors will be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to 526,371,760 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the 2026 Annual General Meeting.
2. REASONS FOR REPURCHASE OF SHARES
The Directors believe that it is in the best interests of the Company and Shareholders to have a general authority from Shareholders to enable the Company to purchase securities of the Company in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will be made only when the Directors believe that such purchases will benefit the Company and its Shareholders.
The Directors have no present intention to cause the Company to repurchase any Shares and they would exercise the power to repurchase only in circumstances where they consider that the repurchase would be in the best interests of the Company and its Shareholders.
3. FUNDING OF REPURCHASES
Repurchases of Shares will be funded entirely from the Company's available cash flow, capital facilities or cash on hand and will, in any event, be made out of funds legally available for such purpose in accordance with the Company's Memorandum and Articles of Association, the Listing Rules and the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF REPURCHASE
The Directors consider that there might be a material adverse effect on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in the audited consolidated annual results of the Group for the year ended 31 December 2025) in the event that the Repurchase Mandate is exercised in full at the prevailing market value. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels that, in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Hong Kong Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
| | Shares Price
(Per Share) | |
| --- | --- | --- |
| | Highest
HK$ | Lowest
HK$ |
| April 2025 | 5.840 | 4.570 |
| May 2025 | 5.660 | 5.090 |
| June 2025 | 5.620 | 4.950 |
| July 2025 | 6.800 | 5.660 |
| August 2025 | 7.400 | 6.030 |
| September 2025 | 7.340 | 6.580 |
| October 2025 | 7.290 | 6.150 |
| November 2025 | 6.990 | 6.240 |
| December 2025 | 6.620 | 5.840 |
| January 2026 | 6.010 | 5.620 |
| February 2026 | 6.240 | 5.700 |
| March 2026 | 5.800 | 5.200 |
| From 1 April 2026 to the Latest Practicable Date | 5.780 | 5.500 |
6. INTENTION OF DIRECTORS AND CORE CONNECTED PERSONS TO SELL SHARES
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention, in the event that the Repurchase Mandate is approved, to sell any Shares to the Company.
No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.
7. UNDERTAKING BY DIRECTORS
The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands (being the jurisdiction in which the Company was incorporated). The Company has confirmed that neither the explanatory statement nor the proposed share repurchase pursuant to the Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. TAKEOVERS CODE
If, as a result of a purchase of securities of the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in those Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase.
The Directors are not aware of any consequences that could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate. As at the Latest Practicable Date, WM Cayman I was interested in 3,750,000,000 Shares representing approximately 72% of the total issued share capital of the Company. If the Directors were to exercise the Repurchase Mandate in full, the percentage shareholding of WM Cayman I would be increased to approximately 79% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Listing Rules prohibit a company from making any repurchase on the Hong Kong Stock Exchange if the result of such repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the company’s issued share capital would be publicly held. The Directors do not intend to repurchase Shares to the extent that, after the consummation of any such repurchase, less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the Company’s issued share capital would be publicly held.
9. REPURCHASE OF SHARES IN PREVIOUS SIX MONTHS
No repurchase has been made by the Company of its Shares in the six months prior to the Latest Practicable Date (whether on the Hong Kong Stock Exchange or otherwise).
10. INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased shares following settlement of any such repurchase or hold them as treasury shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased shares as treasury shares, the Company will, upon completion of the share repurchase, withdraw the repurchased shares from CCASS and register the treasury shares in the Company’s name.
The Company may re-deposit its treasury shares into CCASS only if it has an imminent plan to resell or transfer these treasury shares on the Stock Exchange and will complete such resale or transfer as soon as possible. For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company will have appropriate measures to ensure that it would not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company should withdraw the treasury shares from CCASS, and either re-register them in the Company’s name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
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APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the details of the Directors subject to re-election at the 2026 Annual General Meeting:
- MR. FREDERIC JEAN-LUC LUVISUTTO
Mr. Frederic Jean-Luc Luvisutto, aged 54, was appointed as an executive Director of the Company since 11 August 2022. With effect from 7 July 2022, Mr. Luvisutto has become the Chief Operating Officer of the Company and WRM with responsibility for overseeing operations at Wynn Macau and Wynn Palace, including gaming operations. Mr. Luvisutto joined the Group in January 2014 and served as the Wynn Palace Chief Operating Officer from January 2014 to July 2022. Prior to the positions held within the Group, Mr. Luvisutto was the Managing Director of the Star Resort and Casino in Sydney, Australia. Before this he was the Managing Director of Jupiters Resort and Casino, Gold Coast, Australia. Mr. Luvisutto's hospitality and gaming career spans more than 25 years and also includes appointments as Vice President of The Signature at MGM Grand in Las Vegas and Vice President — Hotel Operations at Monte Carlo Resort and Casino in Las Vegas. Mr. Luvisutto has been a member of the board of E.H.L. Holding SA since January 2026. Mr. Luvisutto graduated from the Lausanne Hotel Management School, Switzerland.
Save as disclosed above, Mr. Luvisutto has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.
Mr. Luvisutto entered into a service contract with the Company for a term of office of three years subject to the relevant provisions of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Under the terms of the Mr. Luvisutto's service contract, Mr. Luvisutto is entitled to a fixed fee of HK$100 per annum, or such higher sum as the Company may from time to time decide. Mr. Luvisutto's emoluments for the year ended 31 December 2025 are set out on page 205 of the Company's 2025 annual report.
As at the Latest Practicable Date, Mr. Luvisutto was interested in 7,330,506 shares of the Company and Mr. Luvisutto was interested in 7,546 shares in the common stock of Wynn Resorts, Limited.
Save as disclosed above, there are no other matters concerning Mr. Luvisutto that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
- MS. JACQUI KRUM
Ms. Jacqui Krum, aged 51, was appointed as a non-executive Director of the Company with effect from 1 January 2026. Ms. Krum joined Wynn Resorts, Limited in 2013 and has been serving as the Executive Vice President, General Counsel and Secretary of Wynn Resorts, Limited since December 2024.
Prior to joining Wynn Resorts, Limited, Ms. Krum served as Vice President and General Counsel of MGM Hospitality, a division of MGM Resorts International (NYSE: MGM), from 2010 to 2013. From 1999 to 2010, she was an associate and later a partner at Glaser, Weil, Fink, Jacobs, Howard & Shapiro, LLP, a law firm based in Los Angeles. Ms. Krum holds a Juris Doctor degree from the University of California, Los Angeles, and obtained two Bachelor of Arts degrees in Political Science (International Relations) and Cultural Anthropology, both summa cum laude, from the University of California, Santa Barbara. Her former names include Jacqui David and Jacqui Sudeck.
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Ms. Krum has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.
Ms. Krum has an appointment letter with the Company for a period of three years subject to the relevant provisions of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Ms. Krum is entitled to a fixed fee of HK$100 per annum, or such higher sum as the Company may from time to time decide.
As at the Latest Practicable Date, Ms. Krum held no interests in the shares of the Company and Ms. Krum was interested in (i) 56,594 shares in the common stock of Wynn Resorts, Limited; and (ii) share options underlying 1,684 non-voting shares of Wynn Interactive, Ltd., an associated corporation (as defined in the SFO) of the Company.
Save as disclosed above, there are no other matters concerning Ms. Krum that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
3. MR. LAM KIN FUNG JEFFREY
Mr. Lam Kin Fung Jeffrey, GBM, GBS, JP, aged 74, has been an independent non-executive Director of the Company since 16 September 2009. He is the Chairman of the Vocational Training Council (VTC), a non-official member of the Executive Council of the HKSAR, a Council Member of the Hong Kong General Chamber of Commerce, the Honorary Chairman of The Hong Kong Shippers' Council and a Member of the Hong Kong Tourism Board. Mr. Lam also holds numerous other public and community service positions in Hong Kong.
In addition, Mr. Lam is an independent non-executive director of Analogue Holdings Limited, CC Land Holdings Limited, China Overseas Grand Oceans Group Limited, Chow Tai Fook Jewellery Group Limited, CWT International Limited (formerly known as HNA Holding Group Co. Limited), i-CABLE Communications Limited, Wing Tai Properties Limited, CSC Holdings Limited and Golden Resources Development International Limited, all of which are listed on the Hong Kong Stock Exchange. He has served as the director on the board of Heifer International — Hong Kong since January 2016, and he was the executive director of USPACE Technology Group Limited (formerly known as Hong Kong Aerospace Technology Group Limited), which is listed on the Hong Kong Stock Exchange, from 16 July 2021 to 28 November 2023.
In 1996, Mr. Lam was appointed Justice of the Peace in Hong Kong and became a Member of the Most Excellent Order of the British Empire. He was awarded the Grand Bauhinia Medal in 2023, the Gold Bauhinia Star in 2011 and the Silver Bauhinia Star in 2004. Mr. Lam was conferred University Fellow by Tufts University in the United States in 1997 and by Hong Kong Polytechnic University in 2000, respectively.
Save as disclosed above, Mr. Lam has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.
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APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Lam has an appointment letter with the Company for a period of two years subject to the relevant provisions of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Under the terms of Mr. Lam’s appointment letter, Mr. Lam is entitled to a fixed salary of HK$700,000 per annum and may be entitled to a discretionary bonus. As a member of the Remuneration Committee, Mr. Lam is also entitled to an annual payment of HK$150,000. As the chairperson of the Nomination Committee, Mr. Lam is entitled to an annual payment of HK$200,000. Mr. Lam’s emoluments for the year ended 31 December 2025 are set out on page 205 of the Company’s 2025 annual report.
As at the Latest Practicable Date, Mr. Lam was interested in share options relating to 7,670,000 Shares of the Company.
Save as disclosed above, there are no other matters concerning Mr. Lam that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
4. MR. NICHOLAS SALLNOW-SMITH
Mr. Nicholas Sallnow-Smith, aged 76, has been an independent non-executive Director of the Company since 16 September 2009. Mr. Sallnow-Smith also served as the Chairman and an independent non-executive director of Link Asset Management Limited (formerly The Link Management Limited) between April 2007 and March 2016, when he also served as Chairman of Link Asset Management Limited’s Finance and Investment, and Nominations Committees. Link Asset Management Limited is the manager to Link Real Estate Investment Trust (formerly The Link Real Estate Investment Trust), which is listed on the Hong Kong Stock Exchange. Mr. Sallnow-Smith is also a non-executive director of UCP Plc, which was listed on the London Stock Exchange. He was appointed as an independent non-executive director of Livi Bank Ltd in Hong Kong in April 2019. Prior to joining Link, Mr. Sallnow-Smith was Chief Executive of Hongkong Land Holdings Limited from February 2000 to March 2007. He has a wide ranging finance background in Asia and the United Kingdom for over 30 years, including his roles as Finance Director of Hongkong Land Holdings Limited from 1998 to 2000 and as Group Treasurer of Jardine Matheson Holdings Limited from 1993 to 1998.
Mr. Sallnow-Smith’s early career was spent in the British Civil Service, where he worked for Her Majesty’s Treasury in Whitehall, London from 1975 to 1985. During that time, he was seconded for two years to Manufacturers Hanover London, working in export finance and in their merchant banking division, Manufacturers Hanover Limited. He left the Civil Service in 1985, following a period working in the International Finance section of H. M. Treasury on Paris Club and other international debt policy matters, and spent two years with Lloyds Merchant Bank before moving into the corporate sector in 1987. Mr. Sallnow-Smith served as the Convenor of the Hong Kong Association of Corporate Treasurers from 1996 to 2000, as Chairman of the Matilda Child Development Centre in 1994 and 1995 and as Chairman of the Matilda International Hospital from 2003 to 2005.
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
He was an Executive Committee member of the Hong Kong Youth Arts Foundation from 2008 to 2020. He was a member of the Council of the Treasury Markets Association (Hong Kong Association of Corporate Treasurers Representative) from 2006 until June 2019. He was a member of the Board of Governors of Hong Kong Philharmonic Society Ltd. from 2007 until July 2019. He was the Chairman of Manpower Committee of the Hong Kong General Chamber of Commerce from 2014 to 2016. He was previously the Chairman of the General Committee of The British Chamber of Commerce in Hong Kong from 2012 to 2014. He was also a director of the Lion Rock Institute from 2016 until June 2019. He was a member of the Financial Reporting Council of Hong Kong from 2012 to November 2018. Mr. Sallnow-Smith was educated at Gonville & Caius College, Cambridge, and the University of Leicester and is a Fellow of the Association of Corporate Treasurers. He holds M.A. (Cantab) and M.A. (Soc. of Ed.) Degrees.
Save as disclosed above, Mr. Sallnow-Smith has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.
Mr. Sallnow-Smith has an appointment letter with the Company for a period of two years subject to the relevant provisions of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Under the terms of Mr. Sallnow-Smith's appointment letter, Mr. Sallnow-Smith is entitled to a fixed salary of HK$700,000 per annum and may be entitled to a discretionary bonus. As the chairperson of the Audit and Risk Committee and Remuneration Committee, Mr. Sallnow-Smith is also entitled to an annual payment of HK$275,000 and HK$200,000, respectively. In addition, as a member of the Company's Nomination Committee, Mr. Sallnow-Smith is also entitled to an annual fee of HK$150,000. Mr. Sallnow-Smith's emoluments for the year ended 31 December 2025 are set out on page 205 of the Company's 2025 annual report.
As at the Latest Practicable Date, Mr. Sallnow-Smith was deemed to hold 276,000 Shares of the Company jointly with his spouse, Ms. Lora Sallnow-Smith. Ms. Lora Sallnow-Smith was interested in 10,000 Shares of the Company. Mr. Sallnow-Smith was deemed to be interested in the 10,000 Shares of the Company held by his spouse under the SFO. Mr. Sallnow-Smith was also interested in share options for 7,766,000 Shares of the Company.
Save as disclosed above, there are no other matters concerning Mr. Sallnow-Smith that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
Wynn Macau, Limited
永利澳門有限公司*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1128)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “2026 Annual General Meeting”) of Wynn Macau, Limited (the “Company”) will be held at the Wynn Palace Meeting Rooms at Wynn Palace, Avenida da Nave Desportiva, Cotai, Macau SAR on Thursday, 28 May 2026 at 12:15 p.m. for the following purposes:
ORDINARY BUSINESS
- 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 Company for the year ended 31 December 2025.
- To declare a final dividend of HK$0.223 per share for the year ended 31 December 2025.
- To re-elect the following proposed directors:
(a) Mr. Frederic Jean-Luc Luvisutto as executive director of the Company;
(b) Ms. Jacqui Krum as non-executive director of the Company;
(c) Mr. Lam Kin Fung Jeffrey as independent non-executive director of the Company; and
(d) Mr. Nicholas Sallnow-Smith as independent non-executive director of the Company.
- To authorize the board of directors of the Company to fix the respective directors’ remuneration.
-
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.
-
For identification purposes only.
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL BUSINESS
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
Share Repurchase Mandate
6. "THAT:
(a) a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange for this purpose, provided that the total number of shares of the Company which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and
(b) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by Cayman Islands law or the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
Share Issue Mandate
7. "THAT:
(a) subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue and deal with additional shares or securities convertible into shares, to resell or transfer any treasury shares held under the name of the Company, and to make an offer or agreement or grant an option (including but not limited to warrants, bonds and debentures convertible into shares) that would or might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period. Any reference to an allotment, issue and deal with additional shares or securities convertible into shares shall include the resale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights
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NOTICE OF ANNUAL GENERAL MEETING
to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations;
(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted and issued in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (d) below);
(ii) the exercise of any subscription or conversion rights attaching to any warrants that may be allotted and issued by the Company or any securities that are convertible into shares of the Company from time to time;
(iii) pursuant to the exercise of any options that may be granted under a share option scheme of the Company;
(iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or
(v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution and the said mandate shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by Cayman Islands law or the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means the allotment or issue of shares or other securities in the Company that would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where it would or might be unlawful or impracticable to offer shares without registration of the offering documents or compliance with any legal or regulatory requirements or special formalities under the laws of that place) and, where appropriate, to the holders of other equity securities of the Company entitled to such offer by reference to a fixed record date and pro rata to their then holdings of shares or such other equity securities of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon the passing of resolutions set out in items 6 and 7 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution."
By order of the Board
Wynn Macau, Limited
Dr. Allan Zeman
Chairman
Hong Kong, 27 April 2026
Notes:
(1) All resolutions at the 2026 Annual General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Company's articles of association, except where the chairman of the meeting, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
(2) Any shareholder of the Company entitled to attend and vote at the 2026 Annual General Meeting is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a shareholder of the Company. 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.
(3) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, 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 later than 26 May 2026 at 12:15 p.m. (Hong Kong time) or not less than 48 hours before the time fixed for holding any adjournment of the 2026 Annual General Meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such an event, the instrument appointing a proxy shall be deemed to be revoked.
(4) In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share.
(5) For determining the entitlement of shareholders of the Company to attend and vote at the 2026 Annual General Meeting, the register of members of the Company will be closed from 22 May 2026 to 28 May 2026 (both days inclusive) during which no transfer of shares will be registered. Shareholders registered under the Hong Kong branch register of members as of 28 May 2026 will be entitled to attend and vote at the 2026 Annual General Meeting. In order to be entitled to attend and vote at the 2026 Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on 21 May 2026.
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NOTICE OF ANNUAL GENERAL MEETING
(6) For determining the entitlement of shareholders of the Company to the proposed final dividend, the register of members of the Company will be closed from 3 June 2026 to 5 June 2026 (both dates inclusive), during which no transfer of shares will be registered. Shareholders registered under the Hong Kong branch register of members as of 5 June 2026 will be entitled to the dividend. In order to determine the identity of the shareholders of the Company who are entitled to the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on 2 June 2026.
(7) A circular containing further details concerning items 2 to 8 set out in the above notice will be sent to all shareholders of the Company together with this notice.
As at the date of this notice, the Board comprises Craig S. Billings and Frederic Jean-Luc Luvisutto (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Jacqui Krum and Julie M. Cameron-Doe (as Non-Executive Directors); Allan Zeman (as Independent Non-Executive Director and Chairman); and Lam Kin Fung Jeffrey, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Dawn Xiaowei Ye (as Independent Non-Executive Directors).
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