Crown Resorts : 2014 Notice of Annual General Meeting

Notice of Annual General Meeting

Crown Resorts Limited ACN 125 709 953

Notice is given that the Annual General Meeting (AGM) of the members of Crown Resorts Limited (the Company) will be held at the Astral Ballroom, Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia on Thursday, 16 October 2014 at 10.00am (Perth time).
Members unable to attend the AGM are invited to vote by proxy on the resolutions to be considered at the meeting.
An Explanatory Statement and instructions on how to vote (including how to vote by proxy) are set out in this Notice of AGM.

Business of the Annual General Meeting

Ordinary Business

1. Financial Statements and Reports
To receive and consider the consolidated financial statements of the Company and its controlled entities and the reports of the directors and auditor for the financial year ended 30 June 2014.
2. Election of Directors
To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
(a) That Mr John Alexander, who retires in accordance with clause 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.
(b) That Ms Helen Coonan, who retires in accordance with clause 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.
(c) That Ms Rowena Danziger, who retires in accordance with clause 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.
(d) That Dr John Horvath, who retires in accordance with clause 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.
3. Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution: That the Remuneration Report for the year ended 30 June 2014 be adopted.
The vote on this resolution is advisory only and does not bind the directors or the Company.
As required by the Corporations Act 2001 (Corporations Act), no member of the Company's key management personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of any such member, may vote in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution in Item 3 unless:

• the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed resolution in Item 3; and

• the vote is not cast on behalf of any such member or closely related party of any such member.

The prohibition in the Corporations Act on members of the Company's key management personnel voting does not apply to the Chairman of the Meeting as proxy for a member entitled to vote where the proxy appointment expressly authorises the Chairman of the Meeting to vote in that capacity on Item 3 (see pages 2 and 3 for further information).
By order of the Board

Michael J Neilson, Company Secretary
12 September 2014

Crown Resorts Limited Notice of Annual General Meeting | Australia's Leading Integrated Resort Company 1

Notes and Voting Instructions

How to Vote

Members can vote in one of two ways:

1. By attending the AGM and voting in person or by attorney or, in the case of corporate members, by corporate representative; or
2. By appointing a proxy to attend the AGM and vote on their behalf by:
- using the proxy form enclosed with this Notice of AGM; or
- recording their proxy voting instructions on the internet at www.investorvote.com.au. To access this facility, members will need the meeting control number, their holder identification number (HIN) or security holder reference number (SRN) and postcode which are printed on the proxy form enclosed with this Notice of AGM.

Voting in Person or by Attorney

Members are asked to arrive at the venue from 9.00am (Perth time) to allow for registration for the AGM. To help facilitate registration, please bring the proxy form enclosed with this Notice of AGM.
An individual attending the AGM as corporate representative must present satisfactory evidence of his or her appointment to attend on the company's behalf, unless previously lodged with the Company or the Company's Share Registry (the Share Registry). Attorneys should bring with them original or certified copies of the power of attorney under which they have been authorised to attend and vote at the AGM, unless previously lodged with the Company or the Share Registry.

Voting by Proxy

• A member entitled to attend and vote is entitled to appoint a proxy or, if the member is entitled to cast two or more votes at the AGM, appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Each proxy will have the right to vote and to speak at the AGM.

• Where a member appoints two proxies or attorneys to vote at the AGM and the authority of one is not conditional on the other failing to attend or vote, the following rules apply:

- the appointment is of no effect and a proxy or attorney may not vote unless each proxy or attorney, as the case may be, is appointed to represent a specified proportion of the member's voting rights;
- on a show of hands, neither proxy or attorney may vote; and
- on a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents.

• A proxy, attorney or representative may be a member of the Company but does not have to be a member.

• A proxy form appointing a proxy or a document appointing an attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where the form or document so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the form or document.

• Members who complete and return their proxy form but do not nominate the identity of the proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the AGM, the Chairman of the Meeting will act in place of the nominated proxy. In each case, the Chairman of the Meeting will vote in accordance with any voting directions specified by the member in the proxy form or, where the member does not specify any voting instruction in the proxy form for an item of business, in accordance with the voting intentions of the Chairman of the Meeting in respect of undirected proxies set out below.

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Undirected Proxies

If a member entitled to vote appoints the Chairman of the Meeting as their proxy and the member does not direct the Chairman of the Meeting how to vote on Item 3, the member authorises the Chairman of the Meeting in respect of that item to exercise the proxy notwithstanding that item is connected directly or indirectly with the remuneration of a member of the Company's key management personnel. Further details are contained on the proxy form distributed with the Notice of AGM.
Where the Chairman of the Meeting is appointed as proxy for a member entitled to vote, the Chairman of the Meeting will (where authorised) vote all undirected proxies IN FAVOUR of all of the proposed resolutions to be considered at the AGM. Accordingly, if you appoint the Chairman of the Meeting as your proxy and wish to vote differently to how the Chairman of the Meeting intends to vote on any of the items, you must mark "For", "Against" or "Abstain" on the proxy form for the relevant item of business.

Lodgement of Proxy Forms

To be effective, completed proxy forms must be returned by:

• Mail, to the Share Registry (using the envelope enclosed with this Notice of AGM) or hand delivered to

452 Johnston Street, Abbotsford Victoria 3067; or

• Fax, to the Share Registry on 1800 783 447 from within Australia or +613 9473 2555 from overseas; or

• Electronically, via the electronic proxy voting instructions, which can be recorded on the internet at www.investorvote.com.au OR for intermediary online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions, so that they are received by no later than 10.00am (Perth time) on Tuesday, 14 October 2014.

Proxy forms or proxy voting instructions received after this time will be invalid.
The proxy form must be signed by the member or the member's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act.
Where the appointment of a proxy is signed by the appointor's attorney, a certified copy of the power of attorney or the power itself must be received by the Share Registry at the postal address listed above or by fax before 10.00am (Perth time) on Tuesday, 14 October 2014. If faxed, the power of attorney must be certified.

Entitlement to Vote

The Board has determined that, for the purposes of the AGM (including voting at the AGM), members are those persons who are the registered holders of shares at 7.00pm (Sydney time) on Tuesday, 14 October 2014.

The 2014 Crown Resorts Limited Annual Report

Members who completed an election form to receive the Company's Annual Report (including the Financial Report)
will find a copy of the report (depending upon the election made) enclosed with this Notice of AGM.
Members who did not make an election to receive a hard copy of the Annual Report (including the Financial Report)
are able to access the report on the Company's website at http://www.crownresorts.com.au.
Election forms to receive a free hard copy of the Company's Annual Report (including the Financial Report) are available from the Share Registry.

Crown Resorts Limited Notice of Annual General Meeting | Australia's Leading Integrated Resort Company 3

Explanatory Statement

Item 1: Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report to be laid before the AGM.
There is no requirement either in the Corporations Act or in the Company's Constitution for members to approve the
Financial Report, the Directors' Report or the Auditor's Report.
Members will have a reasonable opportunity at the AGM to ask questions and make comments on these Reports and on the business and operations of the Company. Members will also be given a reasonable opportunity to ask the auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

Item 2: Election of Directors

The Company's Constitution requires that an election of directors must take place each year. Each year (excluding the managing director and directors appointed to fill casual vacancies):

• one third of the directors; and

• any other director who, if he or she does not retire, will at the conclusion of the meeting have been in office for three or more years and for three or more annual general meetings since he or she was last elected to office, must retire as a director of the Company (retirement by rotation). If eligible, the director may then offer themselves for re-election.

Pursuant to rule 5.1(f) of the Company's Constitution, Mr Alexander, Ms Coonan, Ms Danziger and Dr Horvath will each retire as a director of the Company at the AGM. Being eligible, each of them offers themselves for re-election as a director.
Information on the skills and experience for each of Mr Alexander, Ms Coonan, Ms Danziger and Dr Horvath is set out in the Company's 2014 Annual Report. Instructions on how to access a copy of that Report have been provided above.
Those of the Company's directors who are not the subject of a re-election resolution, support the re-election of
Mr Alexander, Ms Coonan, Ms Danziger and Dr Horvath.

Item 3: Remuneration Report

The Directors' Report for the year ended 30 June 2014 contains a Remuneration Report which sets out the policy for the remuneration of the directors of the Company and specified executives of the Company and its consolidated group.
The Remuneration Report is set out in the Company's 2014 Annual Report.
Members attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the
Company.
The Board unanimously recommends that members vote in favour of the resolution.

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How to find Crown Perth

You can use the map below to find the nearest transport routes to the location of the AGM - the Astral Ballroom, Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia.

By Train

Burswood train station is situated on the Thornlie rail line.
A courtesy bus leaves from the station to the main Crown Perth complex every 15 minutes and runs in both directions. The bus is not suitable for wheelchairs. For full rail services and timetables visit www.transperth.wa.gov. au or call the Transperth infoline on 13 62 13.

By Car

Plenty of undercover and monitored parking is available at the venue. Complimentary parking vouchers will be available for members. Members wishing to take advantage of the free parking offer must present their car park ticket and Shareholder Registration Card to the Convention Centre Information Desk on their way from the AGM. Parking for those with disabilities is provided in all parking areas.

By Bus

Crown Perth is located close to a crossroad that provides bus services from around the Metro area. For full bus services and timetables visit www.transperth.wa.gov.au or call the Transperth Infoline on 13 62 13.

By Taxi

Crown Perth is highly frequented by taxi cabs and has a taxi rank at the entrance.

CONVENTION ENTRANCE

GRAND BALLROOM

CONVENTION CENTRE

UP TO THE STUDIOS AND THEATRE

CROWN THEATRE PERTH

CONVENTION ENTRANCE

GRAND BALLROOM

CONVENTION CENTRE

BOX

UP TO THE STUDIOS AND THEATRE

CROWN THEATRE PERTH

CROWN

DN TO BOTANICAL RMS AND EXIT TO P5 & P1

BOX OFFICE

& TICKETEK

THE ASTRAL

POOLSIDE BAR & GRILL

NOBU

DN TO BOTANICAL RMS

AND EXIT TO P5 & P1

OFFICE

& TICKETEK

THE ASTRAL

PROMENADE PERTH

CROWN PROMENADE MEETING ROOMS

MARKET & CO.

NOBU

ISIKA SPA

BISTRO GUILLAUME

LOBBY ATRIUM LOUNGE BUFFET

TUNNEL

DN TO FITNESS CENTRE,

PEARL ISIKA, POOL & THE SHOP

ENTRANCE

ROOM

METROPOL HOTEL

CROWN METROPOL PERTH

LA VIE

LINNEYS

ROCKPOOL BAR & GRILL

THE MERRYWELL

CASINO

GROOVE BAR

& LOUNGE

FUSION COTTA BAR CAFE

JUNCTION GRILL

CASINO ENTRY

UP TO EVE NIGHTCLUB

POKER ROOM

CARVERS

ISIKA SPA

DN TO FITNESS CENTRE, PEARL ISIKA, POOL & THE SHOP ROOM METROPOL

P8 P4

RIVERSIDE ENTRANCE

RSG CENTRE

SILKS

MODO MIO

CASINO

ENTRY

MESH BAR

UP TO MINQ BAR & LOUNGE

88

NOODLE BAR

TAB

SNAX

P2

HOTEL

LA VIE

BURSWOOD TRAIN STATION

THE FOOD

COURT

MERIDIAN ROOM

RIVIERA ROOM

KENO

CARBON SPORTS BAR

LINNEYS

ROCKPOOL BAR & GRILL

BUS BAYS

SILKS

CASINO ENTRY

P3

RIVERSIDE ENTRANCE

RSG CENTRE

UP TO MINQ BAR & LOUNGE

THE FOOD COURT

BUS STOP

ATM

Stairs or

Escalators

Lifts Taxi

Train

Station

Bus Stop

Cloak

Room

Crown

Club

BUS STOP

Crown Resorts Limited Notice of Annual General Meeting | Australia's Leading Integrated Resort Company 5

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CROWN

RESORTS

6

T 000001 000 CWN

MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1300 659 795 (outside Australia) +61 3 9415 4000

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Control Number: 999999

SRN/HIN: I9999999999

PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 10:00am (Perth time) on Tuesday, 14 October 2014

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or

100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Joint Holding: Where the holding is in more than one name, all of

the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles

as applicable.

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or turn over to complete the form

Samples/000001/000002

MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise



your broker of any changes.

I 9999999999

I N D

Proxy Form Please mark to indicate your directions

STEP 1

I/We being a member/s of Crown Resorts Limited hereby appoint

the Chairman OR

of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Crown Resorts Limited to be held at the Astral Ballroom, Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia on Thursday, 16 October 2014 at 10:00am (Perth time) (Meeting) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Item 2a Re-election of Director - Mr John Alexander

Item 2b Re-election of Director - Ms Helen Coonan

Item 2c Re-election of Director - Ms Rowena Danziger

Item 2d Re-election of Director - Dr John Horvath

Item 3 Remuneration Report

The Chairman of the Meeting intends to vote available undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the

Meeting may change his voting intention on any item, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact

Name

Contact

Daytime / /

Telephone Date

C W N 1 8 8 9 4 6 A

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