Crown Resorts : 2016 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 Astral Ballroom, Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia on Thursday, 20 October 2016 at 10.00am (Perth time).

Notice of Annual General Meeting

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 2016.

2. Election of Directors

   To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:

3. That Mr John Alexander, who retires in accordance with rule 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.

4. That Ms Helen Coonan, who retires in accordance with rule 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.

5. That Mr Geoff Dixon, who retires in accordance with rule 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.

6. That Prof John Horvath, who retires in accordance with rule 5.1(f) of the Company's Constitution and, being eligible, is re-elected as a director.

7. 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 2016 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.

     Special Business

8. Remuneration of Non-executive Directors

9. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   That, for the purposes of ASX Listing Rule 10.17, rule

10. of the Company's Constitution and for all other purposes, the maximum aggregate remuneration which may be paid to non-executive directors in any year be increased from $1,300,000 to $2,500,000.

    As required by the ASX Listing Rules, the Company will disregard any votes cast on the proposed resolution in Item 4 by:

    • a director of the Company; and

    • an associate of a director of the Company.

      However, the Company need not disregard a vote cast on the proposed resolution in Item 4 if it is cast by:

    • a person as proxy for a person who is entitled to vote on the resolution and the vote is cast in accordance with the directions on the proxy form that specify how the person is to vote on that resolution; or

    • the Chairman of the Meeting as proxy for a person who is entitled to vote on the resolution and the vote is cast in accordance with the disclosure on the proxy form as to the manner in which the Chairman intends to vote on the resolution, should no direction be given on the proxy form by the person appointing the proxy as to how the Chairman is to vote on that resolution.

      In addition, as required by the Corporations Act, no member of the Company's key management personnel, or a closely related party of any such member, appointed as a proxy may vote on the proposed resolution in Item 4 unless it is cast by:

    • a person as proxy for a person who is entitled to vote on the resolution and the vote is cast in accordance with the directions on the proxy form that specify how the person is to vote on that resolution; or

    • the Chairman of the Meeting as proxy for a person who is entitled to vote on the resolution, and the proxy appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if that resolution is connected directly or indirectly with the remuneration of a member of the Company's key management personnel.

      By order of the Board

      Michael J Neilson, Company Secretary 19 September 2016

      Crown Resorts Limited | Notice of Annual General Meeting 2016 1

      Notes and Voting Instructions

      How to Vote

      Notes and Voting Instructions

      Members can vote in one of two ways:

    • By attending the AGM and voting in person or by attorney or, in the case of corporate members, by corporate representative; or

    • 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.

      • If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Item 3 (Remuneration Report) and Item 4 (Remuneration of Non-executive Directors) by marking either "For", "Against" or "Abstain" on the proxy form for each of those items of business.

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        Undirected Proxies

        Notes and Voting Instructions

        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.

        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 or Item 4, the member authorises the Chairman of the Meeting in respect of either (or both) of those items 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.

        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

        • Mail, to the Company's registered office at Level 3, Crown Towers, 8 Whiteman Street, Southbank, Victoria 3006 (to the attention of the Company Secretary); 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, 18 October 2016.

        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, 18 October 2016.

        The 2016 Crown Resorts Limited Annual Report

        Members who have elected 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 have not made 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 under the Investors & Media tab.

        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 2016 5

        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, Mr Dixon and Prof 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, Mr Dixon and Prof Horvath is set out in the Company's 2016 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 election of Mr Alexander, Ms Coonan, Mr Dixon and Prof Horvath.

    Item 3: Remuneration Report

    The Directors' Report for the year ended 30 June 2016 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 2016 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.

    Item 4: Remuneration of Non-Executive Directors

    Rule 5.3 of the Company's Constitution provides that the aggregate remuneration payable to the Non- Executive Directors may not exceed in any year the Initial Remuneration Pool or such higher amount as is fixed from time to time by ordinary resolution passed by the Company's shareholders. The Initial Remuneration Pool of $1,000,000 per annum was increased to

    $1,300,000 per annum by an ordinary resolution of shareholders passed at the 2011 Annual General Meeting.

    Resolution 4 proposes to increase the maximum aggregate remuneration that can be paid to the Non-Executive Directors to $2,500,000 per annum, (that is an increase of $1,200,000 per annum). If the

    resolution is passed, the proposed remuneration pool will be at approximately the median range of remuneration pools for Non-Executive Directors of companies in the ASX 100.

    The increase in the maximum aggregate remuneration of Non-Executive Directors will allow those of the

    Non-Executive Directors who receive a fee to receive an increase to their fees, the first time such an increase has occurred.

    Non-Executive Director annual fees (other than committee fees) were set as part of the Publishing and Broadcasting demerger in 2007 and have not changed since then.

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