Nagacorp : Closure of Books; Revised Notice of Intention; Proposed Concurrent Conversions of the TSCLK Complex Convertible Bonds and the NAGACITY Walk Convertible Bonds and Application for Whitewash Waiver

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.

NAGACORP LTD.

金 界 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

Stock code: 3918 CLOSURE OF BOOKS REVISED NOTICE OF INTENTION PROPOSED CONCURRENT CONVERSIONS OF THE TSCLK COMPLEX CONVERTIBLE BONDS AND THE NAGACITY WALK CONVERTIBLE BONDS AND APPLICATION FOR WHITEWASH WAIVER

The Board refers to (a) the Company's announcements dated 13 June 2011, 28 December 2011, 29 December 2015, 17 May 2016, 30 December 2016, 28 March

2017, 18 April 2017 and 12 May 2017, respectively, (b) the 2011 Transaction Circular in relation to the Company's acquisition of the TSCLK Complex Project and the NagaCity Walk Project, (c) the circular to Shareholders dated 9 June 2017 in relation to the proposed conversion of the TSCLK Complex Convertible Bonds and the application for the whitewash waiver, (d) the Company's announcement dated 23 June 2017 in relation to the Revised Notice of Intention from Dr. Chen regarding the proposed concurrent conversions of the TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds and the application for the Whitewash Waiver, (e) the Company's announcement dated 5 July 2017 in relation to, among other things, the delay in despatch of the supplemental circular in relation to the Revised Notice of Intention and the concurrent convesions of the TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds (the "Supplemental Circular") and the adjournment of the Original EGM and (f) the announcement dated 14 July 2017 in relation to the delay in despatch of the Supplemental Circular ("Delay in Despatch Announcement"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as defined in the Delay in Despatch Announcement.

For the purpose of ascertaining the shareholders' entitlement to attend and vote at the New EGM to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 4 August 2017 at 2:30 p.m., the register of members of the Company will be closed from Tuesday, 1 August 2017 to Friday, 4 August 2017, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the New EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 31 July 2017.

Warning: The Whitewash Waiver may or may not be granted by the Executive and, if granted, is subject to the approval of the Independent Shareholders at the New EGM. The Independent Shareholders may or may not approve the Whitewash Waiver. The TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds may or may not be converted depending on whether the Whitewash Waiver is granted and approved. Shareholders and investors are advised to exercise caution when dealing in the securities of the Company, and are recommended to consult their professional advisers if they are in any doubt about their position and actions that they should take.

Hong Kong, 18 July 2017

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

By Order of the Board

NagaCorp Ltd. Timothy Patrick McNally

Chairman

Executive Directors

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

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

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.