Wynn Macau : Annual Caps set for Certain Continuing Connected Transactions for the years ending 31 December 2018, 2019 and 2020

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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1128)

This announcement is made in respect of the New Annual Caps set by the Board for the continuing connected transactions under the Framework Agreements for the years ending 31 December 2018, 2019 and 2020 pursuant to Chapter 14A of the Listing Rules and the relevant provisions of the Framework Agreements.

As the continuing connected transactions under each of the Framework Agreements are on normal commercial terms or better and the applicable Percentage Ratios using the New Annual Caps are above 0.1% but less than 5% for each of the years ending 31 December 2018, 2019 and 2020, the transactions are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) have considered the Framework Agreements and the New Annual Caps and have determined that: (i) the New Annual Caps are fair and reasonable; (ii) the terms of the Framework Agreements are fair and reasonable and are in the interests of the Company and its shareholders as a whole; and (iii) the services provided under the Framework Agreements have been, and are, provided on normal commercial terms or better and are in the ordinary and usual course of business of the Company.

This announcement is made in respect of the New Annual Caps set by the Board for the continuing connected transactions under the Framework Agreements for the years ending 31 December 2018, 2019 and 2020 pursuant to Chapter 14A of the Listing Rules and the relevant provisions of the Framework Agreements.

* For identification purposes only.

The Company, through WRM, is a developer, owner and operator of destination casino resorts in Macau. The WRL Group is primarily engaged in the casino gaming business in the United States. Worldwide Wynn, Wynn Marketing and Wynn Design & Development are each wholly-owned subsidiaries of Wynn Resorts, Limited and provide certain secondment services, marketing and secondment services and design services to the Group and the WRL Group.

Wynn Resorts, Limited is a connected person of the Company under Chapter 14A of the Listing Rules by virtue of it being the indirect holding company of WM Cayman Holdings Limited I, a substantial shareholder and connected person of the Group. As at the date of this announcement, WM Cayman Holdings Limited I owns approximately 72% of the issued share capital of the Company. Pursuant to Chapter 14A of the Listing Rules, any member of the WRL Group is also considered an associate of WM Cayman Holdings Limited I and a connected person of the Group. Worldwide Wynn, Wynn Marketing and Wynn Design & Development are members of the WRL Group as each is a wholly-owned subsidiary of Wynn Resorts, Limited. Any transaction between the Group and the WRL Group is accordingly a connected transaction.

As the continuing connected transactions under each of the Framework Agreements are on normal commercial terms or better and the applicable Percentage Ratios using the New Annual Caps are above 0.1% but less than 5% for each of the years ending 31 December 2018, 2019 and 2020, the transactions are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) have considered the Framework Agreements and the New Annual Caps and have determined that: (i) the New Annual Caps are fair and reasonable; (ii) the terms of the Framework Agreements are fair and reasonable and are in the interests of the Company and its shareholders as a whole; and (iii) the services provided under the Framework Agreements have been, and are, provided on normal commercial terms or better and are in the ordinary and usual course of business of the Company.

As none of the Directors have a material interest in the continuing connected transactions contemplated under the Framework Agreements or the New Annual Caps, no Director was required to abstain from voting on the Board resolutions approving the continuing connected transactions or the New Annual Caps. Mr. Stephen A. Wynn is a director of Wynn Resorts, Limited and each of Mr. Stephen A. Wynn, Ms. Linda Chen, Mr. Matthew O. Maddox and Ms. Kim Sinatra hold senior management positions in the WRL Group. As of the date of this announcement, Mr. Stephen A. Wynn is interested in approximately 11.8% of the outstanding shares of Wynn Resorts, Limited and each of Ms. Linda Chen, Mr. Ian Michael Coughlan, Mr. Matthew O. Maddox and Ms. Kim Sinatra are interested in less than 0.5% of the outstanding shares of Wynn Resorts, Limited. Further reasons for and benefits of the continuing connected transactions contemplated under the Framework Agreements are set out below.

Set out below are the principal terms of the Worldwide Wynn Employment Agreements:

Worldwide Wynn entered into a Worldwide Wynn Employment Agreement with each of the Company and WRM.

Worldwide Wynn is a wholly-owned subsidiary of Wynn Resorts, Limited and a connected person of the Company.

Worldwide Wynn is engaged to provide U.S. Resident Staff to the Group through secondment arrangements. The U.S. Resident Staff have formal employment arrangements with the Group through the secondment arrangements. The secondment arrangements were put in place to ensure that each U.S. Resident Staff is, in addition to the provision of his or her services to the Group, employed by a U.S.-incorporated entity in order to allow such person to continue to enjoy certain benefits relating to pension, personal income tax and health and life insurance. The secondment arrangements benefit the Group by allowing the Group to attract and retain U.S. Resident Staff.

As at 31 October 2017, the Group had 33 U.S. Resident Staff subject to these arrangements.

1 January 2018 to 31 December 2020. Unless otherwise terminated in accordance with the provisions therein, each of the Worldwide Wynn Employment Agreements will be automatically extended for an additional three-year term (or such other period permitted under the Listing Rules) subject to compliance with Listing Rules requirements or, alternatively, any waivers obtained from strict compliance with such requirements.

Worldwide Wynn will continue to provide U.S. Resident Staff to the Group through the secondment arrangements. Worldwide Wynn will be entitled to be reimbursed for any cost incurred and may be entitled to collect a fee in accordance with the pricing described below.

Worldwide Wynn is, to the extent not prohibited by the Group's third-party financing arrangements, reimbursed for the cost of secondment (including salaries and benefits of the seconded employee) and is entitled to receive a service fee of 5% of the aggregate cost of the secondment of each employee during the secondment period.

Invoices for the cost of secondment and service fee are provided by Worldwide Wynn to the relevant member of the Group monthly in arrears or at such other times as may be reasonably acceptable to the relevant member of the Group and Worldwide Wynn. Payments are due to Worldwide Wynn two business days after receipt of the invoice or at such other time as agreed between the relevant member of the Group and Worldwide Wynn. The payments to Worldwide Wynn are made from the internal resources and existing credit facilities of the Group.

The following table shows the aggregate amount paid by the Group to Worldwide Wynn in respect of the continuing connected transactions under the Worldwide Wynn Employment Agreements for the years ended 31 December 2015 and 2016 and the six months ended 30 June 2017 and the annual cap for the year ending 31 December 2017.

Amount paid by the Group Annual Cap

for the year ended 31 December

for the six months ended 30 June

for the year ended 31 December

2015 2016 2017 2017

HK$ US$ HK$ US$ HK$ US$ HK$ US$

(in millions)

225.5 29.1 241.5 31.1 101.7 13.1 254.7 32.8

Notes:

1. The annual cap will be the higher of the US$ limit and the HK$ limit.

2. All amounts are rounded to the nearest decimal place.

3. The above HK$ and US$ amounts have been converted into HK$ or US$ (as the case may be) at the then-prevailing exchange rate at the time of each relevant transaction.