Nagacorp : Overseas Regulatory Announcement, Completion of Notes Issue and Disclosure Pursuant to Rule 13.18 of the Listing Rules

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States, and may not be offered or sold within the United States except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. No public offer of the securities referred to herein is being or will be made in the United States. This announcement is not for publication, distribution or release, directly or indirectly in or into the United States or any other jurisdiction in which such publication, distribution or release would be prohibited by applicable laws.

NAGACORP LTD.

ږޢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

Stock code: 3918

OVERSEAS REGULATORY ANNOUNCEMENT,

COMPLETION OF NOTES ISSUE AND

DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

This overseas regulatory announcement is issued by the Company pursuant to Rule 13.18 of the Listing Rules.

Reference is made to the announcements of the Company dated 30 April 2018, 8 May 2018 and 15 May 2018, in relation to the offering of the Notes by the Company.

The Board is pleased to announce that on 21 May 2018, New York City time, all the conditions precedent under the Purchase Agreement have been fulfilled, the Indenture was executed and the Notes Issue was completed.

INTRODUCTION

This overseas regulatory announcement is issued by the Company pursuant to Rule 13.18 of the Listing Rules.

Reference is made to the announcements of the Company dated 30 April 2018, 8 May 2018 and 15 May 2018, in relation to the offering of the Notes by the Company.

2

COMPLETION OF NOTES ISSUE

The Board is pleased to announce that on 21 May 2018, New York City time, all the conditions precedent under the Purchase Agreement have been fulfilled, the Indenture was executed and the Notes Issue was completed.

INDENTURE

The Indenture provides that upon the occurrence of a change of control, the Company will make an offer to repurchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, at the date of repurchase.

A change of control under the Indenture includes, among others, any transaction that results in any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act) (other than a Permitted Holder); or (2) the adoption of a plan relating to the liquidation or dissolution of the Company; or (3) the Permitted Holders cease collectively to beneficially own, directly or indirectly, at least 30% of the outstanding capital stock of the Company (including any and all agreements, warrants, rights or options to acquire any capital stock) (measured in each case by both voting power and size of equity interests); or (4) the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any person (including any "person" (as defined in (1) above)) becomes the beneficial owner, directly or indirectly, of more of the voting stock of the Company (measured by voting power rather than number of shares) than is at the time beneficially owned by the Permitted Holders in the aggregate; or (5) the Company ceases to own, directly or indirectly, 100% of the outstanding capital stock of the holder of the casino license (including any and all agreements, warrants, rights or options to acquire any capital stock) (measured in each case by both voting power and size of equity interests).

Please note that the disclosure of this term under the Indenture is in accordance with Rule 13.18 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

• (1) Tan Sri Dr Chen Lip Keong and his immediate family members;

• (2) any Affiliate (as defined in the Indenture) (other than an Affiliate as defined in clause (1) or (2) of the definition of Affiliate) of the persons specified in clause (1) of this definition; and

• (3) any person both the capital stock and the voting stock of which (or in the case of a trust, the beneficial interests in which) are more than 80% owned by persons specified in clauses (1) and (2) of this definition.

NagaCorp Ltd. Timothy Patrick McNally

Chairman

As at the date of this announcement, the Directors are:

Executive Directors

Tan Sri Dr Chen Lip Keong, Philip Lee Wai Tuck and Chen Yiy Fon

Non-executive Director

Timothy Patrick McNally

Independent Non-executive Directors

Tan Sri Datuk Seri Panglima Abdul Kadir Bin Haji Sheikh Fadzir, Lim Mun Kee and Michael Lai Kai Jin

This announcement is published on the Company's website atwww.nagacorp.comand the website of Hong Kong Exchanges and Clearing Limited atwww.hkexnews.hk.