CERTIFICATE OF THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WYNN RESORTS, LIMITED

Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Wynn Resorts, Limited, a Nevada corporation, does hereby certify as follows:

A. Board Resolutions

The board of directors of the corporation has duly adopted resolutions proposing to amend and restate the articles of incorporation of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the corporation.

B. Approval

The amendment and restatement of the articles of incorporation as set forth below has been approved by the holders of a majority of the voting power of the stockholders of the corporation, which is sufficient for approval thereof.

This certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to this date as follows:

THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WYNN RESORTS, LIMITED

ARTICLE I NAME

The name of the corporation is Wynn Resorts, Limited (the “Corporation”).

Section 1. Authorized Shares

The aggregate number of shares which the Corporation shall have authority to issue is four hundred and forty million (440,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $.01 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is four hundred million (400,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is forty million (40,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article II.

ARTICLE II CAPITAL STOCK

Section 2. Common Stock

(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the “Articles”) or the NRS, the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.

(b) Voting Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.

(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation’s assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock.

(d) No Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.

(e) Consideration for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

Section 3. Preferred Stock

(a) Designation. The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto.

(b) Certificate. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.

Section 4. Non-Assessment of Stock

The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

ARTICLE III ACTION OF STOCKHOLDERS

Prior to the completion of the initial public offering of the Corporation, the stockholders may take action by written consent in lieu of a meeting. After the completion of the initial public offering of the Corporation, the stockholders may not in any circumstance take action by written consent.

ARTICLE IV DIRECTORS AND OFFICERS

Section 1. Number of Directors

The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.

Section 2. Classified Board

Upon the effectiveness of the Corporation’s registration statement on Form S-1 with respect to its initial public offering of common stock, the directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, to be known as “Class I,” “Class II” and “Class III.”

Section 3. Limitation of Liability

The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS.

Section 4. Payment of Expenses

The expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation.

Section 5. Repeal And Conflicts

Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only.

ARTICLE V VOTING ON CERTAIN TRANSACTIONS

Section 1. Amendment of Articles

The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles.

Section 2. Additional Vote Required

Any affirmative vote required by this Article V shall be in addition to the vote of the holders of any class or series of stock of the Corporation otherwise required by law.

ARTICLE VI COMBINATIONS WITH INTERESTED STOCKHOLDERS

At such time, if any, as the Corporation becomes a “resident domestic corporation,” the Corporation shall not be subject to any of the provisions in NRS 78.411 to 78.444.

ARTICLE VII COMPLIANCE WITH GAMING LAWS

Section 1. Definitions

For purposes of this Article VII, the following terms shall have the meanings specified below:

(a) “Affiliate” shall mean a Person who, directly or indirectly, controls, is controlled by or is under common control with, a specified Person.

(b) “Gaming” or “Gaming Activities” shall mean the conduct of gaming and gambling activities.

(c) “Gaming Licenses” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, concessions and entitlements issued by a Gaming Authority necessary for or relating to the conduct of Gaming Activities.

(d) “Own,” “Ownership,” or “Control,” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person.

(e) “Person” shall mean an individual, partnership, corporation, limited liability company, trust or any other entity.

(f) “Securities” shall mean the capital stock of the Corporation.

(g) “Unsuitable Person” shall mean a Person who is determined by a Gaming Authority to be unsuitable to Own or Control any Securities.

Section 2. Finding of Unsuitability

The Securities Owned or Controlled by an Unsuitable Person shall be subject to redemption by the Corporation.

Section 3. Notices

All notices given by the Corporation pursuant to this Article, including Redemption Notices, shall be in writing.

Section 4. Indemnification

Any Unsuitable Person shall indemnify and hold harmless the Corporation and its Affiliated Companies for any and all losses, costs, and expenses incurred by the Corporation and its Affiliated Companies.

Section 5. Injunctive Relief

The Corporation is entitled to injunctive or other equitable relief in any court of competent jurisdiction to enforce the provisions of this Article VII.

Section 6. Non-exclusivity of Rights

The Corporation’s rights of redemption provided in this Article VII shall not be exclusive of any other rights the Corporation may have.

Section 7. Further Actions

The board of directors may take such other action to the extent permitted by law as it deems necessary.

Section 8. Severability

If any provision of this Article VII or the application of any such provision to any Person shall be held invalid, illegal, or unenforceable in any respect, such invalidity shall not affect any other provision of this Article VII.

Section 9. Termination and Waivers

The board of directors may waive any of the rights of the Corporation or any restrictions contained in this Article VII in any instance.

ARTICLE VIII SPECIAL PROVISION REGARDING DISTRIBUTIONS

Notwithstanding anything to the contrary in these Articles or any bylaw of the Corporation, the Corporation is hereby specifically allowed to make any distribution that otherwise would be prohibited by NRS 78.288(2)(b).

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of Third Amended and Restated Articles of Incorporation of Wynn Resorts, Limited as of April 27, 2015.

Name: Kim Sinatra
Title: Executive Vice President, General Counsel and Secretary