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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Genting Hong Kong Limited, you should at once hand this circular to the purchaser or to the bank, licensed securities dealer 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. Genting Hong Kong Limited (Continued into Bermuda with limited liability) (Stock Code: 678) DISPOSAL MANDATE IN RELATION TO THE FUTURE DISPOSAL OF ORDINARY SHARES OF NORWEGIAN CRUISE LINE HOLDINGS LTD. POSSIBLE VERY SUBSTANTIAL DISPOSAL AND NOTICE OF SPECIAL GENERAL MEETING The notice convening the special general meeting (“SGM”) of Genting Hong Kong Limited (the “Company”) to be held at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Friday, 15 June 2018 at 11:30 a.m. (or as soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened to be held at 11:00 a.m. on the same day and at the same place) is set out on pages 172 to 174 of this circular. The form of proxy enclosed with this circular, 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, or at Genting Hong Kong Limited, c/o Genting Management and Consultancy Services Sdn Bhd at 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the meeting and 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. 25 May 2018 CONTENTS Page DEFINITIONS ................................................................ 1 LETTER FROM THE BOARD INTRODUCTION.......................................................... 5 THE PREVIOUS DISPOSALS................................................ 6 FUTURE DISPOSAL OF NCLH SHARES ...................................... 6 DISPOSAL MANDATE ..................................................... 7 SALE PROCEEDS ......................................................... 9 INFORMATION ABOUT THE PARTIES . 10 REASONS FOR AND BENEFITS OF THE FUTURE DISPOSAL .................... 11 FINANCIAL EFFECTS ON THE GROUP ....................................... 11 IMPLICATIONS UNDER THE LISTING RULES ................................. 12 GENERAL ............................................................... 13 SPECIAL GENERAL MEETING .............................................. 13 RECOMMENDATION...................................................... 14 ADDITIONAL INFORMATION .............................................. 14 APPENDIX I – FINANCIAL INFORMATION OF NCLH ......................... 15 APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP . 131 APPENDIX III – ADDITIONAL INFORMATION OF THE GROUP .................. 144 APPENDIX IV – GENERAL INFORMATION .................................... 159 NOTICE OF SPECIAL GENERAL MEETING ...................................... 172 FORM OF PROXY i DEFINITIONS In this circular, the following expressions have the meanings set out below unless the context otherwise requires: “Apollo” Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages “Apollo Funds” NCL Athene LLC, AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA Guarantor – Co- Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P., and which are affiliates of Apollo “Approved Sale Shares” the maximum number of Remaining NCLH Shares (i.e. 3,148,307 NCLH Shares) or such number of Remaining NCLH Shares then held by Star NCLC as shall represent the difference between the maximum number of 3,148,307 NCLH Shares and the number of Remaining NCLH Shares actually sold by Star NCLC during the period from the date of this circular up to the date of the SGM “AUD” Australian dollar(s), the lawful currency of Australia “Board” the board of Directors “Capital Changes” an alteration to the nominal value of the NCLH Shares as a result of consolidation, subdivision or reclassification, or an issue of NCLH Shares to Star NCLC by way of capitalization of profits or reserves or by way of a scrip dividend of NCLH during the Mandate Period “Company” Genting Hong Kong Limited, an exempted company continued into Bermuda with limited liability having its Shares listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “Disposal Announcements” the announcements of the Company dated 13 August 2017, 17 November 2017 and 1 March 2018, respectively, in relation to the Previous Disposals “Disposal Mandate” the specific mandate to be granted by the Shareholders to the Directors to effect disposal(s) from time to time of such number of Approved Sale Shares which, when aggregated with the Company’s disposals of NCLH Shares by Star NCLC in the previous 12-month period, will amount to a very substantial disposal of the Company under Chapter 14 of the Listing Rules 1 DEFINITIONS “EUR” Euro(s), the lawful currency of the European Union “Future Disposal” disposal of any of the Remaining NCLH Shares by Star NCLC from time to time “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of the Hong Kong SAR “HKFRS” Hong Kong Financial Reporting Standards “Hong Kong SAR” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 17 May 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Mandate Period” A period of 12 months from the date of passing the relevant resolution(s) in respect of the Disposal Mandate at the SGM “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules “MV Werften” shipbuilding business of the Group comprising of three shipyards in Germany located respectively in Wismar, Rostock and Stralsund for, amongst others, the construction of cruise ships “NCLH” Norwegian Cruise Line Holdings Ltd., a company incorporated under the laws of Bermuda having its NCLH Shares listed on the New York Stock Exchange under the symbol “NCLH” “NCLH Shares” the ordinary shares of NCLH with a par value of US$0.001 per share “Previous Disposals” as such term is defined in the section headed “THE PREVIOUS DISPOSALS” of this circular “PRC” the People’s Republic of China “Remaining NCLH Shares” 3,148,307 NCLH Shares beneficially owned by Star NCLC, representing approximately 1.40% of the total issued and outstanding shares of NCLH “RM” Malaysian Ringgit(s), the lawful currency of Malaysia 2 DEFINITIONS “S$” Singapore dollar(s), the lawful currency of Singapore “SEC” The U.S. Securities and Exchange Commission “Secondary Public Offering” a secondary public offering by way of a marketed underwritten offering or a block trade, in both of which cases Star NCLC will enter into an underwriting agreement with reputable investment bank(s) as underwriter(s) pursuant to which Star NCLC agrees to sell and the underwriter(s) agree to purchase the target shares. In a typical marketed underwritten offering, the underwriter(s) will market the offering to the public before entering into the underwriting agreement and the purchase price will be determined based on the market responses while in a typical block trade, the underwriter(s) will purchase the target shares first and will market the target shares afterwards “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” the special general meeting to be convened by the Company at Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR on Friday, 15 June 2018 at 11:30 a.m. (or as soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened to be held at 11:00 a.m. on the same day and at the same place) to consider and, if thought fit, to approve the Future Disposal and the grant of the Disposal Mandate, notice of which