Genting Hong Kong : NOTICE OF SPECIAL GENERAL MEETING

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.

Genting Hong Kong Limited

(Continued into Bermuda with limited liability)

(Stock Code: 678)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the "SGM") of Genting Hong Kong Limited (the "Company") will be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Thursday, 19 December 2019 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT:

1. the memorandum of agreement (the "Memorandum of Agreement") dated 25 September 2019 entered into among between (i) Genting Dream Limited, an indirect subsidiary of the Company, as seller (the "Seller"); and (ii) Xiang CR18 HK International Ship Lease Co., Limited, Sea 172 Leasing Co. Limited and Compass Shipping 32 Corporation Limited, as purchasers (the "Purchasers"), in relation to, among others, the proposed disposal by the Seller of the vessel "GENTING DREAM" (IMO No. 9733105) (the "Vessel") (as amended and/or restated from time to time) be and is hereby approved, confirmed and ratified;
2. the bareboat charter agreement (the "Bareboat Charter Agreement") dated 25 September 2019 entered into between (i) the Seller, as charterer; and (ii) the Purchasers, as owners, in relation to, among others, the proposed bareboat chartering of the Vessel from the Purchasers to the Seller (as amended and/or restated from time to time) be and is hereby approved, confirmed and ratified;
3. the transactions contemplated under the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) (which include the Disposal, the Put Option, the Purchase Option and the Purchase Obligation (such terms as defined in the circular of the Company dated 28 November 2019)) be and are hereby approved, confirmed and ratified; and

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1. the directors of the Company (the "Directors") be and are hereby authorised and empowered to determine, decide, execute and implement with full discretion all matters relating to the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) and the transactions contemplated thereunder (including but not limited to the exercise of the Purchase Option) from time to time and to do all such acts and things, including but not limited to, execution of all documents which the Directors deem necessary, appropriate or desirable to implement and give full effect to the Memorandum of Agreement (as amended and/or restated from time to time) and the Bareboat Charter Agreement (as amended and/or restated from time to time) and the transactions contemplated thereunder (including but not limited to the exercise of the Purchase Option) from time to time."

By Order of the Board

Louisa Tam Suet Lin

Company Secretary

Hong Kong, 28 November 2019

Notes:

1. A shareholder entitled to attend and vote at this meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
2. The form of proxy in the case of an individual shall be signed by the appointor or his attorney and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
3. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4. If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
5. If no name is inserted in the space for the name of your proxy on the form of proxy, the chairman of this meeting will act as your proxy.
6. The form of proxy, together with any power of attorney or other authority under which the form of proxy is signed or a notarially certified copy of that power or authority, shall be deposited at the Corporate Headquarters of the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR or at the office of the Company's Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at this meeting (or any adjourned meeting thereof) should they so wish.

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1. Personal Information Collection Statement:
   Your supply of your and your proxy's Personal Data to the Company and/or the Company's Registrars in the form of proxy is on a voluntary basis. If you fail to provide sufficient information, we may not be able to process your appointment of proxy and instructions. "Personal Data" in this statement has the meaning defined under the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong, which may include but is not limited to your and your proxy's name and address that you supplied to us in the form of proxy. Your and your proxy's Personal Data is collected for the purposes of processing and administration by the Company of proxies appointed for the SGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the SGM (including any adjournment thereof). The Personal Data may be retained for such period as may be necessary for our verification and record purposes. If you have provided Personal Data of individuals other than yourself in the form of proxy, you confirm that you have informed and sought the requisite consent from those individuals to the collection, use and disclosure of their Personal Data for the stated purposes. Your and your proxy's Personal Data will be disclosed or transferred to other companies or bodies for the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request. You and your proxy have the right to request for access to and/or correction of the relevant personal data and any such request should be made in writing by mail to the relevant Registrar's address as appearing in Note 7 of the form of proxy.

Notice of Book Close Period and Record Date for SGM

The Registers of Members of the Company (both the Principal Register in Bermuda and Hong Kong Branch Register) will be closed from 16 December 2019 to 19 December 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, shareholders of the Company are reminded to ensure that all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Bermuda Principal Registrar, MUFG Fund Services (Bermuda) Limited c/o RBC Corporate Services Hong Kong Limited at 42/F., One Taikoo Place, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong SAR; or Hong Kong Branch Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong SAR, by no later than 4:30 p.m. on 13 December 2019.

As at the date of this announcement, the Board of Directors of the Company comprises two Executive Directors, namely Tan Sri Lim Kok Thay and Mr. Lim Keong Hui, and three Independent Non-executive Directors, namely Mr. Alan Howard Smith, Mr. Lam Wai Hon, Ambrose and Mr. Justin Tan Wah Joo.

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