Wynn Macau : Re-Election of Directors, Re-Appointment of the Company's Auditors, General Mandates to Issue and Repurchase Shares, Mandate to Issue Shares Under the Employee Ownership Scheme, Notice of Annual General Meeting

April 26, 2021 at 04:42 am

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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1128)

RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF THE COMPANY'S AUDITORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

MANDATE TO ISSUE SHARES UNDER

THE EMPLOYEE OWNERSHIP SCHEME

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, 27 May 2021 is set out on pages 25 to 29 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 are set out on page 10 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 25 May 2021 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 2021

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RE-ELECTIONOF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .	7
RE-APPOINTMENT OF ERNST & YOUNG AS THE AUDITORS OF THE COMPANY . .	7
GENERAL MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . .	8
GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . .	8
MANDATE TO ISSUE SHARES UNDER THE EMPLOYEE OWNERSHIP SCHEME .	9
POLL VOTING AT THE 2021 ANNUAL GENERAL MEETING . . . . . . . . . .	10
ENTITLEMENT TO ATTEND AND VOTE AT THE 2021
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	10
ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I	EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . .	12
APPENDIX II	PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION . .	15
APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP
	SCHEME AND THE EMPLOYEE OWNERSHIP
	SCHEME MANDATE . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	25

- i -

DEFINITIONS

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

"2021 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, 27 May 2021 at
	12:15 p.m.
"Actual Selling Price"	the actual price at which the Award Shares are sold (net of
	brokerage, Hong Kong Stock Exchange trading fee, the Securities
	and Futures Commission of Hong Kong transaction levy and any
	other applicable costs) on vesting of an Employee Ownership
	Award pursuant to the Employee Ownership Scheme or in the
	case of a vesting when there is an event of change in control or
	privatisation of the Company, the consideration receivable under
	the related scheme or offer
"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
"Award Letter"	the letter issued by the Company to each Selected Participant
	in such form as determined from time to time by the Board,
	specifying the date on which the grant of an Employee Ownership
	Award is made to a Selected Participant (being the date of the
	Award Letter), the number of Award Shares, the vesting criteria
	and conditions, the Award Vesting Date and such other details as
	the Board may consider necessary
"Award Shares"	the Shares granted under the Employee Ownership Scheme to a
	Selected Participant in an Employee Ownership Award
"Award Vesting Date"	the date or dates, as determined from time to time by the Board,
	on which the Employee Ownership Award is to vest in the relevant
	Selected Participant as set out in the relevant Award Letter, unless
	a different Award Vesting Date is deemed to occur in accordance
	with the Employee Ownership Scheme Rules
"Board"	the board of the directors of the Company
"Business Day"	any day (other than a Saturday or Sunday) in Hong Kong on
	which banks in Hong Kong are open generally for normal banking
	business

- 1 -

	DEFINITIONS

"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
"Eligible Person"	any individual being an employee or officer of any member of
	the Group (other than a connected person of the Company or an
	associate of a connected person of the Company); however, no
	individual who is resident in a place where the grant, acceptance
	or vesting of an Employee Ownership Award pursuant to the
	Employee Ownership Scheme is not permitted under the laws
	and regulations of such place or where, in the view of the Board,
	compliance with applicable laws and regulations in such place
	makes it necessary or expedient to exclude such individual, shall
	be entitled to participate in the Employee Ownership Scheme
	and such individual shall therefore be excluded from the term
	Eligible Person
"Employee Ownership Award"	an award granted by the Board to Selected Participant, which may
	vest in the form of Award Shares or the Actual Selling Price of the
	Award Shares in cash as the Board may determine in accordance
	with the terms of the Employee Ownership Scheme Rules
"Employee Ownership	the maximum number of Shares underlying all grants made
Scheme Limit"	pursuant to the Employee Ownership Scheme (excluding Award
	Shares that have been forfeited in accordance with the Employee
	Ownership Scheme), being 75,000,000 Shares
"Employee Ownership	a mandate proposed to be granted to the Directors to permit the
Scheme Mandate"	Directors during the Relevant Period to: (i) issue and allot the
	number of Shares permitted to be awarded under the Employee
	Ownership Scheme (being the Employee Ownership Scheme Limit
	of 75,000,000 Shares) less the Shares granted to, and not forfeited
	by, Selected Participants under the Employee Ownership Scheme
	(being 30,276,318 Shares as at the Latest Practicable Date), being
	44,723,682 Shares as at the Latest Practicable Date (representing
	0.86% of the total issued shares of the Company as at the Latest
	Practicable Date); and (ii) procure the transfer of and otherwise
	deal with the Shares awarded under the Employee Ownership
	Scheme or held in the Trust

- 2 -

	DEFINITIONS

"Employee Ownership Scheme Rules"	the rules relating to the Employee Ownership Scheme
"Employee Ownership Scheme"	the employee ownership scheme formally adopted by the Company
	on 30 June 2014 pursuant to an ordinary resolution passed by the
	Shareholders on 15 May 2014, as amended from time to time
"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"	19 April 2021, 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)
"Notice of AGM"	the notice dated 27 April 2021 convening the 2021 Annual General
	Meeting as set out on pages 25 to 29 of this circular
"Ordinary Resolution 5"	the ordinary resolution numbered "5" in the Notice of AGM, in
	respect of the proposal to grant to the Directors the Repurchase
	Mandate
"Ordinary Resolution 6"	the ordinary resolution numbered "6" 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 7"	the ordinary resolution numbered "7" in the Notice of AGM,
	in respect of the proposal to increase the amount of the general
	mandate referred to in Ordinary Resolution 6 by the amount of
	Shares purchased by the Company pursuant to the Repurchase
	Mandate
"Ordinary Resolution 8"	the ordinary resolution numbered "8" in the Notice of AGM, in
	respect of the proposal to extend the Employee Ownership Scheme
	Mandate
"Related Income"	all cash income derived from the Award Shares held in the Trust
	for the benefit of the Selected Participant

- 3 -

	DEFINITIONS

"Relevant Period"	the period from the passing of Ordinary Resolution 8 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 or any
	applicable laws to be held; and (iii) the date on which the authority
	set out in Ordinary Resolution 8 is revoked or varied by an
	ordinary resolution of the Shareholders of the Company in general
	meeting
"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
"Returned Shares"	such Award Shares that are not vested and/or are forfeited in
	accordance with the terms of the Employee Ownership Scheme,
	or such Shares being deemed to be Returned Shares under the
	Employee Ownership Scheme Rules, in each case such Shares
	to be held by the Trustee to be applied towards future Employee
	Ownership Awards in accordance with the provisions of the
	Employee Ownership Scheme Rules for the purpose of the
	Employee Ownership Scheme. The Trustee may not exercise any
	voting rights in respect of Returned Shares
"Selected Participant"	any Eligible Person approved for participation in the Employee
	Ownership Scheme and who has been granted any Employee
	Ownership Award pursuant to the Employee Ownership Scheme
	Rules
"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
"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
"Trust Funds"	all cash income derived from the Returned Shares held in the Trust
	for the benefit of the Employee Ownership Scheme
"Trust"	the trust constituted by the trust deed entered into between the
	Company and the Trustee to service the Employee Ownership
	Scheme on 30 June 2014

- 4 -

	DEFINITIONS

"Trustee"	the trustee appointed by the Company for the purpose of the
	Trust, and as at the Latest Practicable Date, being Computershare
	Hong Kong Trustees Limited, a company incorporated in Hong
	Kong and having its registered office at 46th Floor, Hopewell
	Centre, 183 Queen's Road East, Wan Chai, Hong Kong, being an
	independent third party and not connected with the Company or the
	Company's connected persons
"%"	per cent

- 5 -

LETTER FROM THE BOARD

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1128)

Executive Directors:	Registered office:
Mr. Matthew O. Maddox (Chief Executive Officer)	P.O. Box 309
Ms. Linda Chen (Vice Chairman of the Board and	Ugland House Grand Cayman KY1-1104
Chief Operating Officer)	Cayman Islands
Mr. Ian Michael Coughlan (President)
	Headquarters in Macau:
Non-executive Director:	Rua Cidade de Sintra
Mr. Craig S. Billings	NAPE, Macau
Independent non-executive Directors:	Principal place of business in Hong Kong:
Dr. Allan Zeman (Chairman of the Board)	Level 54, Hopewell Centre
Mr. Jeffrey Kin-fung Lam	183 Queen's Road East
Mr. Bruce Rockowitz	Hong Kong

Mr. Nicholas Sallnow-Smith

Ms. Leah Dawn Xiaowei Ye

27 April 2021

To the Shareholders,

Dear Sir or Madam

RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF THE COMPANY'S AUDITORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

MANDATE TO ISSUE SHARES UNDER

THE EMPLOYEE OWNERSHIP SCHEME

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) re-elect the retiring Directors; (ii) re-appoint Ernst & Young as auditors of the Company; (iii) grant to the Directors the general mandates to issue Shares and to repurchase Shares; and (iv) extend the Employee Ownership Scheme Mandate in connection with the Employee Ownership Scheme to the Directors. Your approval of such proposals will be sought at the 2021 Annual General Meeting. The Notice of AGM is set out on pages 25 to 29 of this circular.

* For identification purposes only.

- 6 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to Article 17.18 of the Articles of Association, Ms. Linda Chen, Mr. Craig S. Billings and Mr. Jeffrey Kin-fung Lam will retire as Directors by rotation. All of the retiring Directors, being eligible, will offer themselves for re-election at the 2021 Annual General Meeting.

Pursuant to Code Provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, the further appointment of Mr. Jeffrey Kin-fung Lam, currently being an independent non-executive Director, whom will be serving the Company for more than nine years, should be subject to a separate resolution to be approved by the Shareholders.

Notwithstanding that Mr. Jeffrey Kin-fung Lam will be serving the Company for more than nine years, the Board considers that Mr. Jeffrey Kin-fung Lam is a person of integrity and independent in judgement and character. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgement. In addition, the Board assessed and reviewed the written confirmation of independence from Mr. Jeffrey Kin-fung Lam. The Board considers that Mr. Jeffrey Kin-fung Lam meets the independent guidelines set out in Rule 3.13 of the Listing Rules, and is of the view that his independence is not affected by their tenure with the Company. The Board believes that his valuable knowledge, experience in the Group's business, his professional knowledge and general business acumen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole. Hence, the Board recommends Mr. Jeffrey Kin-fung Lam to be re-elected at the 2021 Annual General Meeting.

Having regard to the experience, skills and expertise as well as the overall board diversity of the Company, the nomination and corporate governance committee of the Company recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Ms. Linda Chen, Mr. Craig S. Billings and Mr. Jeffrey Kin-fung Lam, stands for re-election as Director by way of separate resolution at the 2021 Annual General Meeting.

Details of the Directors who are proposed to be re-elected at the 2021 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.

- 7 -

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

Ordinary Resolution 5 will be proposed at the 2021 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 as at the date of passing Ordinary Resolution 5. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company;

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
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 5,206,131,600 Shares. On the basis that the issued share capital of the Company remains unchanged on the date of the 2021 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 520,613,160 Shares, representing 10% of the total number of Shares in issue as at the date of the 2021 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.

GENERAL MANDATE TO ISSUE SHARES

Ordinary Resolution 6 will be proposed at the 2021 Annual General Meeting to grant a general mandate to the Directors to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the total number of issued Shares as at the date of passing Ordinary Resolution 6. The general mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company;

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
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 issued shares is 5,206,131,600. On the basis that the issued Share capital of the Company remains unchanged on the date of the 2021 Annual General Meeting, the maximum number of shares that can be issued upon exercise of the general mandate is 1,041,226,320 representing 20% of the total number of Shares in issue as at the date of the 2021 Annual General Meeting.

In addition, subject to the approval of Ordinary Resolution 5 and Ordinary Resolution 7, the number of Shares repurchased by the Company pursuant to the Repurchase Mandate under Ordinary Resolution 5 will also be added to the 20% limit under the general mandate mentioned in Ordinary Resolution 6.

The purpose of the general mandate to issue Shares is to enable the Directors to issue additional Shares 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.

- 8 -

LETTER FROM THE BOARD

MANDATE TO ISSUE SHARES UNDER THE EMPLOYEE OWNERSHIP SCHEME

The Employee Ownership Scheme was adopted by the Company on 30 June 2014, as amended from time to time. The Employee Ownership Scheme is not a share option scheme and is not subject to the provisions of Chapter 17 of the Listing Rules.

The purpose of the Employee Ownership Scheme is to align the interests of Eligible Persons with those of the Group through the ownership of Shares, dividends and other distributions paid on Shares and the increase in value of the Shares, and to encourage and retain Eligible Persons to make contributions to the long-term growth and profits of the Group.

Pursuant to an ordinary resolution passed by the Shareholders on 29 May 2020 the Directors were granted a scheme mandate to issue, allot, transfer and otherwise deal with up to 75,000,000 Shares (representing 1.44% of the total issued shares of the Company as at the Latest Practicable Date) in connection with the Employee Ownership Scheme from 29 May 2020 until the earliest of (i) the conclusion of the 2021 Annual General Meeting; (ii) the expiration of the period within which the 2021 Annual General Meeting 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 granted by the Shareholders pursuant to the ordinary resolution is revoked or varied.

As at the Latest Practicable Date, 30,276,318 Shares have been granted to, and not forfeited by, Selected Participants, who were employees of the Group at the time of the award, under the Employee Ownership Scheme, representing 0.58% of the total issued shares of the Company as at the Latest Practicable Date. None of the Selected Participant is a connected person of the Company or an associate of a connected person of the Company.

Ordinary Resolution 8 will be proposed at the 2021 Annual General Meeting to extend the Employee Ownership Scheme Mandate to permit the Directors during the Relevant Period to (i) issue and allot the number of Shares permitted to be awarded under the Employee Ownership Scheme (being the Employee Ownership Scheme Limit of 75,000,000 Shares) less the Shares granted to, and not forfeited by, Selected Participants under the Employee Ownership Scheme (being 30,276,318 Shares as at the Latest Practicable Date), being 44,723,682 Shares as at the Latest Practicable Date (representing 0.86% of the total issued shares of the Company as at the Latest Practicable Date); and (ii) procure the transfer of and otherwise deal with the Shares awarded under the Employee Ownership Scheme or held in the Trust.

For the avoidance of doubt, any Shares issued pursuant to the Employee Ownership Scheme Mandate will not count towards the Shares to be issued (if any) pursuant to the general mandate proposed under Ordinary Resolution 6.

Further information in connection with the Employee Ownership Scheme and the Employee Ownership Scheme Mandate are set out in Appendix III to this circular.

- 9 -

LETTER FROM THE BOARD

POLL VOTING AT THE 2021 ANNUAL GENERAL MEETING

All the resolutions at the 2021 Annual General Meeting shall be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and Article 14.6 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 every Shareholder present in person (or in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for each Share registered in his name in the Company's register of members. Where more than one proxy is appointed by a recognized clearing house (or its nominee(s)), each such proxy is under no obligation to cast all his votes in the same way.

An announcement on the poll vote results will be made by the Company after the 2021 Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

ENTITLEMENT TO ATTEND AND VOTE AT THE 2021 ANNUAL GENERAL MEETING

For determining the entitlement of Shareholders to attend and vote at the 2021 Annual General Meeting, the register of members of the Company will be closed from 24 May 2021 to 27 May 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the 2021 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 2021.

ACTION TO BE TAKEN

The Notice of AGM is set out on pages 25 to 29 of this circular.

Enclosed with this circular is a form of proxy for use at the 2021 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 2021 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 25 May 2021 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 2021 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 2021 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.

- 10 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposals mentioned in this circular, including the proposals to re-elect the retiring Directors, to re-appoint the Company's auditors, to grant to the Directors the general mandate to issue Shares and the Repurchase Mandate, to extend the Employee Ownership Scheme Mandate in connection with the Employee Ownership Scheme, 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 2021 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

- 11 -

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 5 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 5,206,131,600 Shares. As at the Latest Practicable Date, there were share options in respect of 10,963,400 Shares granted to, but not exercised by, Selected Participants under the Company's original share option scheme adopted on 16 September 2009, which was terminated on 30 May 2019, and 8,895,000 Shares granted to, but not exercised by, Selected Participants under the Company's existing share option scheme adopted on 30 May 2019. No share option were forfeited as at the Latest Practicable Date.

Subject to the passing of Ordinary Resolution 5, 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 2021 Annual General Meeting, i.e. being 5,206,131,600 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 520,613,160 Shares, representing 10% of the total number of Shares in issue as at the date of the 2021 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 2020) 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.

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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	Lowest
	HK$	HK$
April 2020	14.820	11.140
May 2020	15.040	12.680
June 2020	15.820	12.840
July 2020	15.620	12.500
August 2020	15.380	12.920
September 2020	14.860	11.920
October 2020	12.600	10.520
November 2020	13.980	10.680
December 2020	13.960	12.660
January 2021	13.260	11.760
February 2021	16.300	12.020
March 2021	16.680	14.400
From 1 April 2021 to the Latest Practicable Date	15.780	14.600

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 have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they 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).

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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 Holdings Limited 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 Holdings Limited I would be increased to approximately 80% 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 date of this circular (whether on the Hong Kong Stock Exchange or otherwise).

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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 2021 Annual General Meeting:

1. MS. LINDA CHEN

Ms. Linda Chen, aged 54, is the Vice Chairman, Chief Operating Officer and Executive Director of the Company, President and Executive Director of WRM, and President of Wynn International Marketing, Ltd. Ms. Chen is responsible for global marketing and strategic development of Wynn Resorts, Limited. Ms. Chen founded the Wynn Care charity brand in 2018 and established the Wynn Care Foundation as its chairman in 2020, leading Wynn's effort to actively fulfill its corporate social responsibilities. Ms. Chen was appointed as the Vice Chairman of the Company in April 2018, has been President of WRM since March 2017, Executive Director and Chief Operating Officer of the Company since September 2009, and Chief Operating Officer of WRM since June 2002. Ms. Chen played an integral role in the openings of Wynn Resorts, Limited's three integrated resorts, including Wynn Las Vegas, Wynn Macau and Wynn Palace. She was also in charge of establishing Wynn International Marketing, Ltd. She served as Director of Wynn Resorts, Limited from October 2007 to December 2012. Prior to joining Wynn Resorts, Limited, Ms. Chen was Executive Vice President of International Marketing for MGM Mirage from June 2000 to May 2002, responsible for the global marketing development of the three integrated resorts MGM Grand, Bellagio and The Mirage. Ms. Chen was involved in the opening of Bellagio in 1998 and served as the Executive Vice President of International Marketing. Prior to that, she was part of the opening team for the MGM Grand in 1993 and The Mirage in 1989. Currently, Ms. Chen is a member of the Nanjing Committee of the Chinese People's Political Consultative Conference (Macau), a Director of the Macau Chamber of Commerce, and a member of the Tourism Development Committee, Government of Macao S.A.R., as well as a member of the Cultural Industries Committee, Government of Macao S.A.R. Ms. Chen holds a Bachelor of Science Degree in Hotel Administration from Cornell University in 1989.

Save as disclosed above, Ms. Chen has not held any other directorship in any other public companies in Hong Kong or overseas in the last 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. Chen has a service agreement 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. Under the terms of Ms. Chen's service agreement, Ms. Chen is entitled to a fee of HK$100 per annum and may be entitled to a discretionary bonus. Ms. Chen's emoluments for the year ended 31 December 2020 are set out on page 183 of the Company's 2020 annual report.

As at the Latest Practicable Date, Ms. Chen had no interests in the shares of the Company and Ms. Chen was interested in 285,167 shares in the common stock of Wynn Resorts, Limited.

Save as disclosed above, there are no other matters concerning Ms. Chen 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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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

2. MR. CRAIG S. BILLINGS

Mr. Craig S. Billings, aged 48, was appointed as a non-executive Director of the Company on 17 August 2018. Mr. Billings was appointed as the President of Wynn Resorts, Limited in May 2019 and has been the Chief Financial Officer of Wynn Resorts, Limited since March 2017. Prior to joining Wynn Resorts, Limited, Mr. Billings was an independent advisor and investor to the gaming industry from November 2015 through February 2017. From July 2012 to November 2015, Mr. Billings served in various roles at Aristocrat Leisure Ltd, including Chief Digital Officer and Managing Director of Strategy

Business Development. Mr. Billings served as the Chief Executive Officer and President of ZEN Entertainment, Inc. from March 2011 to June 2012. He served in various senior roles at International Game Technology from March 2009 to October 2010 and also worked in the Investment Banking Division of Goldman Sachs. He began his career in the audit practice of Deloitte & Touche. Mr. Billings served as a director and non-executive Chairman of NYX Gaming Group Limited, a company previously listed on the Toronto Stock Exchange, from December 2015 to January 2018. Mr. Billings graduated with a Bachelor of Science (Cum Laude) in Accounting from the University of Nevada, Las Vegas and received an M.B.A. from Columbia Business School, United States. Mr. Billings is a Certified Public Accountant.

Save as disclosed above, Mr. Billings 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. Billings 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. Under the terms the appointment letter, Mr. Billings is entitled to a fixed fee of HK$100 per annum. Mr. Billings was also appointed as a member of the Company's remuneration committee by the Board on 28 March 2019. Mr. Billings' emoluments for the year ended 31 December 2020 are set out on page 183 of the Company's 2020 annual report.

As at the Latest Practicable Date, Mr. Billings held no interests in the shares of the Company and Mr. Billings was interested in 101,493 shares in the common stock of Wynn Resorts, Limited, and was interested in share options underlying 9,256 non-voting shares of Wynn Interactive, Ltd., an associated corporation (as defined in the SFO) of the Company.

As noted above, Mr. Billings was the Chief Executive Officer and President of ZEN Entertainment, Inc. ("ZEN"), a Las Vegas corporation operating in the software development industry, from March 2011 to June 2012. Mr. Billings joined the company as part of a restructuring and repositioning process focused on ultimately seeking a sale of the company or its assets. In January 2013, ZEN filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code for restructuring in contemplation of its sale to NYX Gaming Group Limited, which was subsequently completed in April 2013. At the time of the petition ZEN had liabilities of approximately US$18 million.

Save as disclosed above, there are no other matters concerning Mr. Billings 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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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

3. MR. JEFFREY KIN-FUNG LAM

Mr. Jeffrey Kin-fung Lam, GBS, JP, aged 69, has been an independent non-executive Director of the Company since 16 September 2009. Mr. Lam is a member of the National Committee of the Chinese People's Political Consultative Conference. He is also a member of the Legislative Council of the Hong Kong Special Administrative Region (the "HKSAR"), a non-official member of the Executive Council of the HKSAR, the chairman of the Independent Commission Against Corruption (ICAC) Complaints Committee, a general committee member of the Hong Kong General Chamber of Commerce, a vice chairman of The Hong Kong Shippers' Council and a director of the Hong Kong Mortgage Corporation Limited. Mr. Lam also holds numbers of 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, and China Strategic Holdings 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.

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 honor of the Gold Bauhinia Star in July 2011 and the Silver Bauhinia Star in 2004. Mr. Lam was conferred University Fellow of Tufts University in the United States and Hong Kong Polytechnic University in 1997 and 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.

Mr. Lam has a service agreement 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 Company's remuneration committee, Mr. Lam is also entitled to an annual payment of HK$150,000. As chairperson of the Company's nomination and corporate governance committee, Mr. Lam is entitled to an annual payment of HK$200,000. Mr. Lam's emoluments for the year ended 31 December 2020 are set out on page 183 of the Company's 2020 annual report.

As at the Latest Practicable Date, Mr. Lam was interested in share options relating to 3,781,000 Shares.

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.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

Subject to the passing of Ordinary Resolution 8, the Employee Ownership Scheme Mandate will be extended to permit the Directors during the Relevant Period to (i) issue and allot the number of Shares permitted to be awarded under the Employee Ownership Scheme (being the Employee Ownership Scheme Limit of 75,000,000 Shares) less the Shares granted to, and not forfeited by, Selected Participants under the Employee Ownership Scheme (being 30,276,318 Shares as at the Latest Practicable Date), being 44,723,682 Shares as at the Latest Practicable Date (representing 0.86% of the total issued shares of the Company as at the Latest Practicable Date); and (ii) procure the transfer of and otherwise deal with the Shares awarded under the Employee Ownership Scheme or held in the Trust.

The following is a summary of the principal terms of the Employee Ownership Scheme:

1. PURPOSE OF THE EMPLOYEE OWNERSHIP SCHEME

2. AWARDS

An Employee Ownership Award gives a Selected Participant a conditional right, when the Award Shares vest, to obtain the Award Shares or, if in the absolute discretion of the Board, it is not practicable for the Selected Participant to receive the Employee Ownership Award in Shares, the cash equivalent from the sale of the Award Shares. An Employee Ownership Award includes all cash income from dividends in respect of those Shares from the date the Employee Ownership Award is granted to the date the Employee Ownership Award vests.

3. ELIGIBLE PERSONS

Any individual, being an employee or officer of any member of the Group (other than a connected person of the Company or an associate of a connected person of the Company) is eligible to receive an Employee Ownership Award. However, no individual who is resident in a place where the grant, acceptance or vesting of an Employee Ownership Award pursuant to the Employee Ownership Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board, compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such individual, shall be entitled to participate in the Employee Ownership Scheme.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

4. GRANT OF AWARD a. Making the Grant

The Board may, from time to time, at its absolute discretion, grant an Employee Ownership Award to a Selected Participant during the term of the Employee Ownership Scheme by way of an Award Letter. The Award Letter will specify the grant date, the number of Award Shares underlying the Employee Ownership Award, the vesting criteria and conditions, the Award Vesting Date and such other details as the Board may consider necessary.

Restrictions on Grants and Timing of Grants

The Board may not grant any Award Shares to any Selected Participant in any of the following circumstances:

where the requisite approval from any applicable regulatory authorities has not been granted;
where any member of the Group will be required under applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of such Employee Ownership Award or the Employee Ownership Scheme, unless the Board determines otherwise;
where such Employee Ownership Award would result in a breach by any member of the Group or its directors of any applicable securities laws, rules or regulations in any jurisdiction;
where such grant of Employee Ownership Award would result in a breach of the Employee Ownership Scheme Limit (as defined below) or would otherwise cause the Company to issue Shares in excess of the permitted amount in the Employee Ownership Scheme Mandate approved by the Shareholders;
where any Director is in possession of unpublished inside information in relation to the Company or where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws, rules or regulations, from time to time;
during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and
during the period of 30 days immediately preceding the publication date of the half-year results or, if shorter, the period from the end of the relevant half-year period up to the publication date of the results.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

5. MAXIMUM NUMBER OF SHARES TO BE GRANTED

The aggregate number of Shares underlying all grants made pursuant to the Employee Ownership Scheme (excluding Award Shares that have been forfeited in accordance with the Employee Ownership Scheme) will not exceed 75,000,000 Shares (representing 1.44% of the total issued shares of the Company as at the Latest Practicable Date) (the "Employee Ownership Scheme Limit"). The total number of non- vested Award Shares granted to a Selected Participant under the Employee Ownership Scheme will not exceed 0.5% of the total number of issued Shares from time to time.

6. EMPLOYEE OWNERSHIP SCHEME MANDATE

To the extent that the Employee Ownership Scheme Limit is subsequently increased by way of alteration of the Employee Ownership Scheme and the Company is required to issue and allot new shares to satisfy any Employee Ownership Awards in excess of any amount previously approved by the Shareholders, the Company shall at a general meeting propose, and the Shareholders shall consider and, if thought fit, pass an ordinary resolution approving a mandate specifying:

the maximum number of new Shares that may be issued for this purpose; and
that the Board has the power to issue, allot, procure the transfer of and otherwise deal with the Shares in connection with the Employee Ownership Scheme.

The mandate will remain in effect during the period from the passing of the ordinary resolution granting the mandate until the earliest of:

the conclusion of the next annual general meeting of the Company;
the end of the period within which the Company is required by any applicable laws or by the Articles of Association to hold the next annual general meeting of the Company; and
the variation or revocation of such mandate by an ordinary resolution of the Shareholders in a general meeting.

7. RIGHTS ATTACHED TO THE AWARD

The Selected Participant does not have any contingent interest in any Award Shares underlying an Employee Ownership Award unless and until such Award Shares are actually transferred to the Selected Participant, nor does he/she have any rights to any cash or non-cash income until the Award Shares and Related Income vest. Further, the Selected Participant and the Trustee may not exercise any voting rights in respect of the non-vested Award Shares or any Returned Shares.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

8. RIGHTS ATTACHED TO THE SHARES

Any Award Shares transferred to a Selected Participant in respect of any Employee Ownership Awards will be subject to all the provisions of the Articles of Association and will form a single class with the fully paid Shares in issue on the relevant date.

9. ISSUE OF SHARES TO THE TRUSTEE AND ACQUISITION OF SHARES BY THE TRUSTEE

The Company shall issue and allot such number of Shares to the Trustee and/or transfer to the Trust the necessary funds and instruct the Trustee to acquire such number of Shares on-market at the prevailing market price as soon as reasonably practicable and in any event no later than 30 business days from the grant date so as to satisfy the Employee Ownership Awards. The Company may also instruct the Trustee to apply any Returned Shares held by the Trustee for the purpose of the Employee Ownership Scheme to satisfy any grant of Employee Ownership Awards made.

10. ASSIGNMENT OF AWARDS

Any Award Shares granted under the Employee Ownership Scheme but not yet vested are personal to the Selected Participant to whom it is made and cannot be assigned or transferred and the Selected Participant shall not in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Employee Ownership Award, or enter into any agreement to do so.

11. VESTING OF AWARDS

The Board may from time to time while the Employee Ownership Scheme is in force and subject to all applicable laws, determine such vesting criteria and conditions or periods for the Employee Ownership Award to be vested in accordance with the Employee Ownership Scheme Rules.

Within a reasonable time period as agreed between the Trustee and the Board from time to time prior to any Award Vesting Date, the Board will send to the relevant Selected Participant a vesting notice that states the extent to which Award Shares held in the Trust shall be transferred and released from the Trust to the Selected Participant. Subject to the receipt of the vesting notice and notification from the Board, the Trustee will transfer and release the relevant Award Shares to the relevant Selected Participant in the manner as determined by the Board.

If, in the absolute discretion of the Board, it is not practicable for the Selected Participant to receive the Employee Ownership Award in Shares, the Board will direct and procure the Trustee (within 14 business days from the date the Board determines that it is not practicable for the Selected Participant to receive the Employee Ownership Award in Shares) to sell, on-market at the prevailing market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the proceeds arising from such sale based on the Actual Selling Price of the Shares in cash as set out in the vesting notice.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

If there is an event of change in control of the Company by way of offer, merger or a privatisation of the Company by way of a scheme, all the non-vested Award Shares whose Award Vesting Date is scheduled to occur in the 12 months after the date such offer, merger or privatisation becomes unconditional, will instead vest on the date when such offer, merger or privatisation becomes unconditional, and there shall be no change in the vesting schedule of all the other outstanding Award Shares.

12. CONSOLIDATION, SUB-DIVISION, BONUS ISSUE AND OTHER DISTRIBUTION

In the event the Company undertakes a sub-division or consolidation of the Shares, corresponding changes will be made to the number of outstanding Award Shares that have been granted provided that the adjustments shall be made in such manner as the Board determines to be fair and reasonable in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Employee Ownership Scheme for the Selected Participants. All fractional shares (if any) arising out of such consolidation or subdivision in respect of the Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be transferred to the relevant Selected Participant on the relevant Award Vesting Date. The Trustee shall hold Returned Shares to be applied in accordance with the provisions of the Employee Ownership Scheme Rules for the purpose of the Employee Ownership Scheme.

In the event of an issue of Shares by the Company credited as fully paid to the holders of the Shares by way of capitalisation of profits or reserves (including share premium account), the Shares attributable to any Award Shares held by the Trustee shall be deemed to be an accretion to such Award Shares and shall be held by the Trustee as if they were Award Shares purchased by the Trustee hereunder and all the provisions hereof in relation to the original Award Shares shall apply to such additional Shares.

In the event of any non-cash distribution or other events not referred to above by reason of which the Board considers an adjustment to an outstanding Employee Ownership Award to be fair and reasonable, an adjustment shall be made to the number of outstanding Award Shares of each Selected Participant as the Board shall consider as fair and reasonable, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Employee Ownership Scheme for the Selected Participants. The Company shall provide such funds, or such directions on application of the Returned Shares or Trust Funds, as may be required to enable the Trustee to purchase Shares on-market at the prevailing market price to satisfy the additional Employee Ownership Award.

13. LAPSE OF AWARDS

The non-vested Award Shares and Related Income granted to a Selected Participant will be forfeited upon (unless determined otherwise by the Board at its absolute discretion):

the resignation of the Selected Participant's employment with the Group;
the termination of the Selected Participant's employment or early termination of the contractual engagement with the Group by reasons of misconduct or otherwise pursuant to law or the relevant employment or engagement contract;

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

the retirement of the Selected Participant that is earlier than his/her normal retirement age as specified in his/her terms of employment with the Group;
the retirement of the Selected Participant at his/her normal retirement age as specified in his/her terms of employment with the Group;
the termination of the Selected Participant's employment or contractual engagement with the Group by reason of redundancy;
the winding-up of any member of the Group in which the Selected Participant is employed or is contractually engaged;
the death of the Selected Participant; and
the termination of the Selected Participant's employment or contractual engagement with the Group by reason of his/her permanent physical or mental disablement.

14. ALTERATION OF THE EMPLOYEE OWNERSHIP SCHEME

The Employee Ownership Scheme may be altered in any respect by a resolution of the Board (save for the Employee Ownership Scheme Limit) provided that no such alteration shall operate to affect adversely any subsisting rights of any Selected Participant unless otherwise provided for in the Employee Ownership Scheme Rules, except:

where the consent in writing of Selected Participants is obtained amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date; or
with the sanction of a special resolution that is passed at a meeting of the Selected Participants amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date.

15. TERMINATION

The Employee Ownership Scheme shall terminate on the earlier of:

the tenth anniversary of the adoption date of the Employee Ownership Scheme except in respect of any non-vested Award Shares granted under the Employee Ownership Scheme prior to the expiration of the Employee Ownership Scheme for the purpose of giving effect to the vesting of such Award Shares or otherwise as may be required in accordance with the provisions of the Employee Ownership Scheme; and
such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant under the Employee Ownership Scheme Rules, provided further that for the avoidance of doubt, the change in the subsisting rights of a Selected Participant in this paragraph 15(b) refers solely to any change in the rights in respect of the Award Shares already granted to a Selected Participant.

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APPENDIX III INFORMATION REGARDING THE EMPLOYEE OWNERSHIP SCHEME AND THE EMPLOYEE OWNERSHIP SCHEME MANDATE

16. ADMINISTRATION OF THE EMPLOYEE OWNERSHIP SCHEME

The Board has the power to administer the Employee Ownership Scheme, including the power to construe and interpret the rules of the Employee Ownership Scheme, the terms of the Employee Ownership Awards granted under the Employee Ownership Scheme, and where applicable, the Trust deed. The Board may delegate the authority to administer the Employee Ownership Scheme to a committee of the Board or other person(s) as deemed appropriate at the sole discretion of the Board. The Board may also appoint one or more independent third party contractors to assist in the administration of the Employee Ownership Scheme and delegate such powers and/or functions relating to the administration of the Employee Ownership Scheme as the Board thinks fit.

17. MOVEMENT OF THE EMPLOYEE OWNERSHIP AWARDS

The tables below set forth the movement of the Shares underlying the Employee Ownership Awards as at the dates indicated:

	As at		As at	As at the Latest
Scheme Status	31 December 2019	31 December 2020	Practicable Date
Vested Shares(1)	9,304,660 Shares	13,830,835	Shares	15,816,067	Shares
Non-vested Shares held by Trustee
(excluded Returned Shares)	9,666,163 Shares	8,296,965	Shares	14,460,251	Shares
Returned Shares held by
Trustee available for future grants	2,976,977 Shares	- Shares	794,482	Shares
Total number of Shares
mentioned above(2)	21,947,800 Shares	22,127,800 Shares	31,070,800 Shares

Notes:

Vested shares belong to the beneficiary of the granted awards and are not held by the Trustee in its capacity as trustee.
This is the aggregate of the Shares newly issued by the Company and purchased by the Trustee for awards granted under the Employee Ownership Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

(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 "2021 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, 27 May 2021 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 2020.

To re-elect the following proposed directors:
1. Ms. Linda Chen as executive director of the Company;
2. Mr. Craig S. Billings as non-executive director of the Company; and
3. Mr. Jeffrey Kin-fung Lam 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.

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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

5. "THAT:

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
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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:

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;
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;
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:
1. a Rights Issue (as defined in paragraph (d) below);
2. 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;

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NOTICE OF ANNUAL GENERAL MEETING

1. pursuant to the exercise of any options that may be granted under a share option scheme of the Company;
2. 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
3. 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
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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."

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NOTICE OF ANNUAL GENERAL MEETING

The Employee Ownership Scheme Mandate

8. "THAT:

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 "Employee Ownership Scheme") adopted by the Company on 30 June 2014 (as amended from time to time) less the number of shares granted to, and not forfeited by selected participants under the Employee Ownership 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 Employee Ownership Scheme;
the aggregate number of shares underlying all awards granted under the Employee Ownership Scheme shall not exceed 75,000,000 shares of the Company; and
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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, 27 April 2021

- 28 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

All resolutions at the 2021 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.
Any shareholder of the Company entitled to attend and vote at the 2021 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.
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 25 May 2021 at 12:15 p.m. (Hong Kong time) or not less than 48 hours before the time fixed for holding any adjournment of the 2021 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.
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.
For determining the entitlement of shareholders of the Company to attend and vote at the 2021 Annual General Meeting, the register of members of the Company will be closed from 24 May 2021 to 27 May 2021 (both days inclusive) during which no transfer of shares will be registered. In order to be entitled to attend and vote at the 2021 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 2021.
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 Matthew O. Maddox and Ian Michael Coughlan (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Craig S. Billings (as Non-Executive Director); Allan Zeman (as Independent Non-Executive Director and Chairman); and Jeffrey Kin-fung Lam, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Dawn Xiaowei Ye (as Independent Non-Executive Directors).

Important Note

In light of ongoing situation of Novel Coronavirus (COVID-19) pandemic, shareholders may consider appointing the chairman of the meeting as his/her proxy to vote on the resolutions, instead of attending the meeting in person, by completing and return the proxy form attached to this document in order to avoid large gatherings of people. To protect yourself and other participants, shareholders attending the meeting in person are required to wear surgical face mask and to undertake temperature checks before they enter the meeting venue, and to maintain a safe distance between seats.

The Company reserves the right to refuse any shareholder who is found to be suffering from a fever or otherwise unwell or uncooperative in complying with the aforesaid precautionary measures to admit to the meeting venue. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures at short notice. The Company will make further announcements for any update.

- 29 -

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Wynn Macau Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:41:04 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-05-14 EDT			5-day change	1st Jan Change
8.16 ^HKD	-2.86%		+6.39%	+26.91%

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Wynn Macau, Limited

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Wynn Macau : Re-Election of Directors, Re-Appointment of the Company's Auditors, General Mandates to Issue and Repurchase Shares, Mandate to Issue Shares Under the Employee Ownership Scheme, Notice of Annual General Meeting

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