Crown Resorts : Scheme Booklet registered with ASIC

ASX/MEDIA RELEASE FOR IMMEDIATE RELEASE 30 March 2022

SCHEME BOOKLET REGISTERED WITH ASIC

MELBOURNE: Crown Resorts Limited (ASX:CWN) (Crown) refers to the announcement made yesterday relating to the proposed acquisition of Crown by SS Silver II Pty Ltd, an entity owned by funds managed or advised by Blackstone Inc. and its affiliates (Blackstone), by way of a scheme of arrangement (Scheme), and the orders made by the Federal Court of Australia (Court) to convene and hold a meeting of Crown shareholders to consider and vote on the Scheme (Scheme Meeting) and approve the distribution of an explanatory statement providing information about the Scheme and the notice of meeting for the Scheme Meeting (Scheme Booklet) to Crown shareholders.

Scheme Booklet

Crown confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission. A copy of the Scheme Booklet is attached and will be made available on Crown's Scheme website (http://www.crownresorts.com.au/investors-and-media/Blackstone-Transaction).

Details on where the Scheme Booklet can be viewed and downloaded will be dispatched to Crown shareholders on or before 31 March 2022, in the manner described in the announcement made yesterday.

The Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme.

Independent Expert's report

The Scheme Booklet includes a copy of the independent expert's report prepared by Grant Samuel & Associates Pty Limited (Independent Expert).

The Independent Expert has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Crown shareholders, in the absence of a superior proposal.

The Independent Expert's conclusion should be read in context with the full Independent Expert's report and the Scheme Booklet.

Recommendation of Crown Directors

The Crown Directors unanimously recommend that Crown shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Crown shareholders.

Subject to the same conditions, each Crown Director who holds Crown shares intends to vote all those shares in favour of the Scheme.

The interests of Crown's CEO and Managing Director, Steve McCann, and the other Crown Directors are disclosed in section 9 of the Scheme Booklet. Crown Shareholders should have regard to theseinterests when considering how to vote on the Scheme, including Mr McCann's recommendation on the Scheme, which appears throughout the Scheme Booklet.

Scheme Meeting

The Scheme Meeting will be held virtually via an online platform athttps://meetnow.global/MQFCGRC. Crown shareholders and their authorised proxies, attorneys and corporate representatives may participate in the Scheme Meeting. Crown shareholders are encouraged to participate in the Scheme Meeting using a desktop, laptop or mobile / tablet device with internet access. The Scheme Meeting Online Guide will be made available on Crown's Scheme website (http://www.crownresorts.com.au/investors-and-media/Blackstone-Transaction).

Crown shareholders who are unable to, or do not wish to, participate in the Scheme Meeting, or will not have access to a device and the internet, are encouraged to submit a directed proxy vote as early as possible and in any event by 10.00am (Melbourne time) on 27 April 2022 by completing a proxy form or submitting online atwww.investorvote.com.au.

Crown shareholders who are registered on the Crown share register at 7.00pm (Melbourne time) on 27 April 2022 will be entitled to vote on the Scheme. Further information about how to participate in and vote at the Scheme Meeting will be provided in the Notice of Meeting annexed to the Scheme Booklet.

If the requisite majorities of Crown shareholders approve the Scheme at the Scheme Meeting, and all other conditions precedent to the Scheme except approval of the Court are satisfied or waived (if capable of waiver), Crown will apply to the Court for orders approving the Scheme.

Crown shareholders should carefully read the Scheme Booklet in its entirety before making any decision in relation to the Scheme and are encouraged to seek independent financial, legal or other professional advice before making any voting or investment decision in relation to their Crown shares.

Please note that Midnight Acacia Holdings Pte Limited (a Crown shareholder associated with Blackstone) and any related body corporate of Blackstone that acquires any Crown shares are excluded from, and are not permitted to vote on, the Scheme.

Shareholder Information Line

If you have any questions relating to the Scheme or the Scheme Booklet, please contact the Crown Shareholder Information Line on 1300 659 795 (within Australia) or [phone] (outside Australia), between 8.30am and 5.30pm (Melbourne time), Monday to Friday.

ENDS

This announcement was authorised for release by the Crown Board.

Investor and Analyst Enquiries - Matthew Young, Investor Relations, 03 9292 8848.

Media Enquiries - Natasha Stipanov, Corporate Affairs, 03 9292 8671.

COPIES OF RELEASES

Copies of previous media and ASX announcements issued by Crown are available on Crown's website atwww.crownresorts.com.au.

Scheme Booklet

For the proposal by SS Silver II Pty Ltd (Blackstone BidCo), an entity owned by funds managed or advised by Blackstone Inc. and its affiliates, to acquire all of your shares in Crown by way of scheme of arrangement.

RECOMMENDATION: Your Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Crown Shareholders.

The Independent Expert has concluded that the Scheme is in the best interests of Crown Shareholders, in the absence of a superior proposal.

This is an important document and requires your immediate attention.

You should read it entirely before deciding whether or not to vote in favour of the Scheme.

If you are in any doubt about how to deal with this document, you should contact your broker or financial, taxation, legal or other professional adviser immediately.

FINANCIAL ADVISERS

LEGAL ADVISER

Important notices

Nature of this Scheme Booklet

This Scheme Booklet provides Crown shareholders with information about the proposed acquisition of Crown by Blackstone BidCo by way of scheme of arrangement between Crown and the Scheme Shareholders under Part 5.1 of the Corporations Act. This Scheme Booklet also sets out the manner in which the Scheme will be considered and implemented (if all of the Conditions Precedent are satisfied or, if permitted, waived) and provides such information as is prescribed by law or is otherwise material to the decision of Crown Shareholders whether to vote in favour of the Scheme.

This Scheme Booklet does not constitute or contain an offer to Crown shareholders, or a solicitation of an offer from Crown shareholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. This Scheme Booklet includes the explanatory statement for the Scheme required by subsection 412(1) of the Corporations Act.

If you have sold all of your Crown Shares, please ignore this booklet.

ASIC and ASX

A copy of this Scheme Booklet has been registered by ASIC for the purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with paragraph 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Court hearings to approve the Scheme.

A copy of this Scheme Booklet has been provided to the ASX. Neither the ASX, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the Notice of Scheme Meeting does not mean that the Court:

• • has formed any view as to the merits of the proposed Scheme or as to how Crown Shareholders should vote (on this matter Crown Shareholders must reach their own conclusion); or

• • has prepared, or is responsible for the content of, the explanatory statement.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Annexure 4.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting. Any Crown shareholder may appear at the Second Court Hearing, currently expected to be held at 2.15pm (Melbourne time) on 3 May 2022 at 305 William Street, Melbourne VIC 3000. Any Crown Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Crown a notice of appearance in the prescribed form together with any affidavit that the Crown shareholder proposes to rely on.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Crown shareholder or any other person. The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. The Crown Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. This Scheme Booklet should be read in

Crown Resorts Limited | Scheme Booklet

its entirety before making a decision on whether or not to vote in favour of the Scheme. In particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in section 7, and the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure 1. If you are in doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser immediately.

Forward looking statements

Some of the statements appearing in this Scheme Booklet (including in the Independent Expert's Report) may be in the nature of forward looking statements. Forward looking statements or statements of intent in relation to future events in this Scheme Booklet (including in the Independent Expert's Report) should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions or expectations of Crown or Blackstone BidCo are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to Crown or Blackstone BidCo and / or the industries in which they operate, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of Crown, Blackstone BidCo, or their respective officers, directors, employees or advisers or any person named in this Scheme Booklet or any person involved in the preparation of this Scheme Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

Any forward looking statements in this Scheme Booklet reflect views held only at the date of this Scheme Booklet. Subject to any continuing obligations under the Listing Rules or the Corporations Act, Crown and Blackstone BidCo and their respective officers, directors, employees and advisers, disclaim any obligation or undertaking to distribute after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect (a) any change in expectations in relation to such statements; or (b) any change in events, conditions or circumstances on which any such statement is based.

Responsibility statement

Crown has prepared, and is responsible for, the Crown Information. Neither Blackstone BidCo nor any of its subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Crown Information.

Blackstone BidCo has prepared, and is responsible for, the Blackstone BidCo Information. Neither Crown nor any of its subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Blackstone BidCo Information. Grant Samuel & Associates Pty Limited has prepared the Independent Expert's Report (as set out in Annexure 1) and takes responsibility for that report. None of Crown or Blackstone BidCo or any of their respective subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report, except, in the case of Crown, in relation to the information which it has provided to the Independent Expert.

No consenting party has withdrawn their consent to be named before the date of this Scheme Booklet.

Foreign jurisdictions

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australiamay be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Scheme Booklet has been prepared in accordance with the laws of Australia and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

Crown shareholders who are nominees, trustees or custodians are encouraged to seek independent advice as to how they should proceed.

Financial amounts and effects of rounding

All financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding. All financial and operational information set out in this Scheme Booklet is current as at the date of this Scheme Booklet, unless otherwise stated.

Charts and diagrams

Any diagrams, charts, graphs or tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs and tables is based on information available as at the Last Practicable Date.

Timetable and dates

All times and dates referred to in this Scheme Booklet are times and dates in Melbourne, Australia, unless otherwise indicated. All times and dates relating to the implementation of the Scheme referred to in this Scheme Booklet may change and, among other things, are subject to all necessary approvals from Government Agencies.

Privacy

Crown may collect personal information in the process of implementing the Scheme. The type of information that it may collect about you includes your name, contact details and information on your shareholding in Crown and the names of persons appointed by you to act as a proxy, attorney or corporate representative at the Scheme Meeting as relevant to you. The collection of some of this information is required or authorised by the Corporations Act. The primary purpose of the collection of personal information is to assist Crown to conduct the Scheme Meeting and implement the Scheme. Without this information, Crown may be hindered in its ability to issue this Scheme Booklet and implement the Scheme. Personal information of the type described above may be disclosed to the Crown Share Registry, third party service providers (including print and mail service providers and parties otherwise involved in the conduct of the Scheme Meeting), authorised securities brokers, professional advisers, related bodies corporate of Crown, Government Agencies, and also where disclosure is otherwise required or allowed by law. Crown shareholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. If you would like to obtain details of the information about you held by the Crown Share Registry in connection with Crown Shares, please contact the Crown Share Registry. Crown Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meeting should ensure that they inform such an individual of the matters outlined above. Further information about how Crown collects, uses and discloses personal information is contained in Crown's Privacy Policy located atwww.crownresorts.com.au/general/privacy-policy.

Date of Scheme Booklet

This Scheme Booklet is dated 30 March 2022.

Contents

Letter from the Chairman of the Crown Board

Key dates

2 4

1	Key considerations relevant to your vote	5
2	Frequently asked questions	15
3	What should you do?	25
4	Overview of the Scheme	27
5	Information about Crown	31
6	Information about Blackstone BidCo	45
7	Risks	53
8	Tax implications	63
9	Additional information	67
10	Glossary	77
93
231
249
259
Inside back cover

Annexure 1 - Independent Expert's Report

Annexure 2 - Scheme of arrangement

Annexure 3 - Deed Poll

Annexure 4 - Notice of Scheme Meeting

Corporate directory

1