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Proposed Re-Election of Retiring Directors and Proposed Granting of General Mandates to Repurchase Shares and to Issue New Shares and Notice of Annual General Meeting

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Proposed Re-Election of Retiring Directors and Proposed Granting of General Mandates to Repurchase Shares and to Issue New Shares and Notice of Annual General Meeting 475754 \ (Sands) \ 23/03/2018 \ M51 P.1 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 to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sands China Ltd., you should at once hand this circular, together with the enclosed 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. SANDS CHINA LTD. 金沙中國有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1928) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of Sands China Ltd. to be held at The Venetian Macao-Resort-Hotel, Florence 2201 to 2302, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, May 25, 2018, at 11:00 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sandschina.com). Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event no later than 11:00 a.m. (Hong Kong time) on Wednesday, May 23, 2018 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish. In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail. March 29, 2018 475754 \ (Sands) \ 23/03/2018 \ M51 P.i CONTENTS Page Definitions........................................................................ 1 Letter from the Board 1. Introduction................................................................... 3 2. Proposed Re-election of Retiring Directors .......................................... 4 3. Proposed Granting of General Mandates to Repurchase and to Issue Shares ................ 4 4. Annual General Meeting and Proxy Arrangement ..................................... 5 5. Recommendation............................................................... 5 Appendix I — Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting .......................... 6 Appendix II — Explanatory Statement on the Share Repurchase Mandate .............. 11 Notice of Annual General Meeting.................................................... 14 — i — 475754 \ (Sands) \ 23/03/2018 \ M51 P.1 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “AGM Notice” the Notice of Annual General Meeting set out on pages 14 to 17 of this circular; “Annual General Meeting” an annual general meeting of the Company to be held at The Venetian Macao-Resort-Hotel, Florence 2201 to 2302, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, May 25, 2018 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the AGM Notice, or any adjournment thereof; “Articles of Association” the articles of association of the Company currently in force; “Board” the board of Directors; “Company” Sands China Ltd. 金沙中國有限公司, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange; “Director(s)” member(s) of the board of directors of the Company; “Group” the Company and its subsidiaries from time to time; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” or “HKSAR” the Hong Kong Special Administrative Region of the People’s Republic of China; “Issuance Mandate” as defined in paragraph 3(b) of the Letter from the Board; “Latest Practicable Date” March 21, 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time); “LVS” Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A. and the common stock of which is listed on the New York Stock Exchange; “Macao” the Macao Special Administrative Region of the People’s Republic of China; “Memorandum and Articles of the Memorandum of Association and the Articles of Association Association” currently in force; — 1 — 475754 \ (Sands) \ 23/03/2018 \ M51 P.2 DEFINITIONS “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules; “SFO” the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time; “Share(s)” ordinary share(s) of US$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company; “Share Repurchase Mandate” as defined in paragraph 3(a) of the Letter from the Board; “Shareholder(s)” holder(s) of Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong; “United States”, “U.S.” or “U.S.A.” the United States of America, including its territories and possessions and all areas subject to its jurisdiction; and “US$” United States dollars, the lawful currency of the United States. — 2 — 475754 \ (Sands) \ 23/03/2018 \ M51 P.3 LETTER FROM THE BOARD SANDS CHINA LTD. 金沙中國有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1928) Executive Directors: Registered Office: Sheldon Gary Adelson Intertrust Corporate Services (Cayman) Limited Wong Ying Wai 190 Elgin Avenue George Town, Grand Cayman KY1-9005 Non-Executive Directors: Cayman Islands Robert Glen Goldstein Charles Daniel Forman Principal Place of Business in Hong Kong: Level 54, Hopewell Centre Independent Non-Executive Directors: 183 Queen’s Road East Chiang Yun Hong Kong Victor Patrick Hoog Antink Steven Zygmunt Strasser Kenneth Patrick Chung Wang Sing March 29, 2018 To the Shareholders Dear Sir/Madam, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide you with requisite information in respect of certain resolutions to be proposed at the Annual General Meeting for, among others, (a) the re-election of the retiring Directors; and (b) the granting to the Directors of the Share Repurchase Mandate and the Issuance Mandate to repurchase Shares and to issue new Shares respectively. — 3 — 475754 \ (Sands) \ 23/03/2018 \ M51 P.4 LETTER FROM THE BOARD 2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS In accordance with Article 106(1) and (2) of the Articles of Association, Mr. Robert Glen Goldstein, Mr. Charles Daniel Forman and Mr. Steven Zygmunt Strasser shall retire at the Annual General Meeting. In addition, Mr. Wang Sing who was appointed by the Board with effect from July 14, 2017 shall hold office until the Annual General Meeting pursuant to Article 101(3) of the Articles of Association. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting. Details of the retiring Directors offering themselves for re-election are set out in Appendix I to this circular. 3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES At the annual general meeting of the Company held on May 26, 2017, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve: (a) the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the AGM Notice (i.e. a total of 807,806,631 Shares on the basis that the issued Shares remains unchanged on the date of the Annual General Meeting); (b) the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the AGM Notice (i.e.
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