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(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 "2018 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 Friday, 1 June 2018 at 12:15 p.m. for the following purposes:

ORDINARY BUSINESS

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 Company for the year ended

  • 31 December 2017.

  • 2. To re-elect the following proposed directors:

    • (a) Mr. Matthew O. Maddox as executive director of the Company;

    • (b) Ms. Linda Chen as executive director of the Company;

    • (c) Mr. Maurice L. Wooden as non-executive director of the Company;

    • (d) Mr. Bruce Rockowitz as independent non-executive director of the Company;

    • (e) Mr. Jeffrey Kin-fung Lam as independent non-executive director of the Company; and

    (f)Mr. Nicholas Sallnow-Smith as independent 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.

*

For identification purposes only.

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

5. "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 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

6. "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 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;

  • (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 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)."

7.

"THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 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 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution."

The Scheme Mandate

8.

"THAT:

(a) subject to sub-paragraph (b) of this resolution, a mandate be and is hereby granted to the directors of the Company during the Relevant Period (as defined in paragraph (c) below) to exercise all the powers 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 number of shares outstanding under the Scheme and to procure the transfer of and otherwise deal with the shares of the Company awarded under, or held on trust for the purposes of, the Scheme;

  • (b) the aggregate number of shares underlying all awards granted under the Scheme shall not exceed 50,000,000 shares of the Company unless further shareholders' approval is obtained in accordance with the rules of the Scheme; and

  • (c) 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."

By order of the Board Wynn Macau, Limited

Dr. Allan Zeman

Chairman

Hong Kong, 19 April 2018

Notes:

  • (1) All resolutions at the 2018 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 2018 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 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 30 May 2018 at 12:15 p.m. (Hong Kong time) or not less than 48 hours before the time fixed for holding any adjournment of the 2018 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 2018 Annual General Meeting, the register of members of the Company will be closed from 28 May 2018 to 1 June 2018 (both days inclusive) during which no transfer of shares will be registered. In order to be entitled to attend and vote at the 2018 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 25 May 2018.

  • (6) 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 of Directors of the Company comprises Matthew O. Maddox and Ian Michael Coughlan (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Kim Sinatra and Maurice L. Wooden (as Non-executive Directors); Allan Zeman (as Independent Non-executive Director and Chairman); and Nicholas Sallnow-Smith, Bruce Rockowitz and Jeffrey Kin-fung Lam (as Independent Non-executive Directors).

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Wynn Macau Ltd. published this content on 18 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2018 09:51:09 UTC