IMPORTANT NOTICE

You must read the following disclaimer before continuing. The following disclaimer applies to the attachedpreliminary offering circular (the “offering circular”). You are therefore advised to read this disclaimer pagecarefully before reading, accessing or making any other use of the attached offering circular.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OFSECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THENOTES (THE “NOTES”) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIESLAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR OTHER JURISDICTION ANDTHE NOTES MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OFTHE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THEATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANYOTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR INPART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN AVIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHERJURISDICTIONS.

Confirmation of Your Representation: In order to be eligible to view the attached offering circular ormake an investment decision with respect to the Notes, investors must be either (i) “qualified institutionalbuyers,” within the meaning of and in reliance on Rule 144A under the U.S. Securities Act or (ii) non-U.S.persons outside the United States in accordance with Regulation S under the U.S. Securities Act (together,“Eligible Investors”). By opening the e-mail or accessing the offering circular, you shall be deemed to haverepresented to GENM Capital Labuan Limited (the “Issuer”), Genting Malaysia Berhad (the “Guarantor”) andthe initial purchasers named therein (the “initial purchasers”), that (1) you and any customers you represent areEligible Investors; (2) the electronic mail address that you gave and to which this e-mail has been delivered is notlocated in any jurisdiction in which (a) an offer or solicitation with respect to the securities is not authorized, (b)any person making such offer or solicitation is not qualified to do so or (c) any such offer or solicitation wouldotherwise be unlawful; and (3) you consent to delivery of the offering circular by electronic transmission.

You are reminded that the attached offering circular has been delivered to you on the basis that you are aperson into whose possession the offering circular may be lawfully delivered in accordance with the laws of thejurisdiction in which you are located and you may not, nor are you authorized to, deliver this offering circular toany other person. You will not transmit the attached offering circular (or any copy of it or part thereof) ordisclose, whether orally or in writing, any of its contents to any other person except with the consent of the initialpurchasers. Under no circumstances shall the offering circular constitute an offer to sell or the solicitation of anoffer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation orsale would be unlawful. If a jurisdiction requires that this offering be made by a licensed broker or dealer, andany initial purchaser or an affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, thisoffering shall be deemed to be made by such initial purchaser or such affiliate on behalf of the Issuer in suchjurisdiction.

The offering circular has been sent to you in an electronic form. You are reminded that documentstransmitted via this medium may be altered or changed during the process of electronic transmission andconsequently neither the Issuer, the Guarantor, initial purchasers, nor any of their respective affiliates, nor anytheir respective directors, officers, employees or agents accepts any liability or responsibility whatsoever inrespect of any difference between the offering circular distributed to you in electronic format and the hard copyversion available to you on request from any of the initial purchasers.

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Subject to completion, dated April 7, 2021OFFERING CIRCULAR CONFIDENTIAL

GENM Capital Labuan Limited(a company incorporated in Malaysia)

US$ % Senior Unsecured Notes dueunconditionally and irrevocably guaranteed by

Genting Malaysia Berhad(a company incorporated in Malaysia)

Issue Price: %GENM Capital Labuan Limited, a Malaysian corporation (the “Issuer”), is offering $ in aggregate principal amount of its % senior

unsecured notes due 20 (the “Notes”). The Notes will be irrevocably and unconditionally guaranteed by Genting Malaysia Berhad (“GenM” or the“Guarantor”).

Interest on the Notes will be payable semi-annually in arrears on and of each year, beginning on , 2021. TheNotes will mature on , .

We intend to provide the net proceeds from this offering to the Guarantor and/or its subsidiaries to refinance existing borrowings and for capital(including investment) and working capital requirements. See “Use of Proceeds.”

Prior to , (one month prior to the maturity date of the Notes), the Issuer may redeem all or a portion of the Notes at theredemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium calculated as set forth under “Description ofNotes—Optional Redemption,” plus accrued and unpaid interest to, but not including, the redemption date. On or after , , theIssuer may redeem all or a portion of the Notes at a redemption price of 100% of the principal amount of the Notes redeemed, plus accrued andunpaid interest to, but not including, the redemption date. See “Description of Notes—Optional Redemption.”

Upon the occurrence of a Change of Control Triggering Event (as defined under “Description of Notes—Repurchase at the Option of HoldersChange of Control”), the Issuer must offer to repurchase all of the outstanding Notes at a repurchase price equal to 101% of the principal amount ofthe Notes repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. The Notes may be subject to mandatory dispositionor redemption following certain determinations by applicable gaming regulatory authorities. See “Description of Notes—Mandatory Disposition orRedemption Pursuant to Gaming Laws.”

The Issuer’s obligations under the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor (the “NoteGuarantee”). See “Description of Notes—Brief Description of the Notes and the Note Guarantee—The Note Guarantee.” The Notes will be generalunsecured obligations of the Issuer. The Notes will rank senior in right of payment to all future subordinated indebtedness of the Issuer, if any; paripassu in right of payment with all existing and future unsecured senior indebtedness of the Issuer; and effectively junior to existing and future securedindebtedness of the Issuer, to the extent of the value of the collateral securing such indebtedness. The Note Guarantee will be senior in right ofpayment to any future subordinated indebtedness of the Guarantor; pari passu in right of payment with all existing and future unsecured seniorindebtedness of the Guarantor; and structurally junior to all existing and future indebtedness of subsidiaries of the Guarantor.

Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes onthe Official List of the SGX-ST and to Bursa Malaysia Securities Berhad (“Bursa Malaysia”) for the listing of the Notes on Bursa Malaysia under theExempt Regime (“Bursa Malaysia (Exempt Regime)”). Neither SGX-ST nor Bursa Malaysia assumes responsibility for the correctness of any of thestatements made or opinions expressed or reports contained in this offering circular. Admission of the Notes to the Official List of the SGX-ST orBursa Malaysia (Exempt Regime) and quotation of the Notes on the Official List of the SGX ST are not to be taken as an indication of the merits ofthe Issuer, the Notes or the Note Guarantee. The Notes will be traded on the SGX-ST in a minimum board lot size of $200,000 for so long as suchnotes are listed on the SGX-ST and the rules of the SGX-ST so require. This offering circular has not been and will not be registered as a prospectuswith the Monetary Authority of Singapore (the “MAS”). Please see the transfer and selling restrictions set out in “Plan of Distribution— SellingRestrictions” and “Notice to Investors.”

Investing in the Notes involves risks. See “Risk Factors” beginning on page 19 of this offering circular.

Offering Price: % plus accrued interest, if any, from , 2021.

None of the U.S. Securities and Exchange Commission (the “SEC”), any securities commission of any U.S. or non-U.S. state or otherjurisdiction, any national, federal or state gaming commission or any other gaming authority or other regulatory agency has approved ordisapproved the offer or sale of the Notes and the Note Guarantee, determined that this offering circular is truthful or complete, or passedupon the investment merits of the securities offered. Any representation to the contrary is a criminal offense.

The Notes and the Note Guarantee have not been registered and will not be registered under the Securities Act of 1933, as amended (the“Securities Act”), or under any state securities laws, and the Notes and the Note Guarantee are being offered and sold in the United Statesonly to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”) andto certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Prospectivepurchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on Rule 144A. The Notes arenot transferable except in accordance with the restrictions described under “Notice to Investors.”

The initial purchasers expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company(“DTC”) for the benefit of its participants, including Euroclear Bank, SA/NV and Clearstream Banking S.A., on or about , 2021. See “Planof Distribution.”

Joint Lead Managers and Bookrunners

CIMB Citigroup DBS Bank Ltd. J.P. MorganOffering Circular dated , 2021

TABLE OF CONTENTS

Page

ABOUT THIS OFFERING CIRCULAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT OFSINGAPORE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

TRADEMARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

PRESENTATION OF FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

NON-GAAP FINANCIAL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

CURRENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . vi

CERTAIN DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii

OFFERING CIRCULAR SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SUMMARY FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

LICENSING AND REGULATION BY GAMING AND OTHER AUTHORITIES . . . . . . . . . . . . . . . . . 75

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

DESCRIPTION OF CERTAIN MATERIAL AGREEMENTS AND RELATED PARTYTRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

DESCRIPTION OF CERTAIN MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

BOOK-ENTRY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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ABOUT THIS OFFERING CIRCULAR

No dealer, salesperson or other person is authorized to give any information or to represent anythingnot contained in this offering circular. You must not rely on any unauthorized information orrepresentations.

All references to the “Issuer” in this offering circular are to GENM Capital Labuan Limited. All referencesto “we,” “us,” “our,” “company,” “Group,” “GenM” or the “Guarantor” in this offering circular are to GentingMalaysia Berhad and its consolidated subsidiaries, unless the context otherwise requires.

This offering circular is confidential. You are authorized to use this offering circular solely for the purposeof considering the purchase of the Notes described in this offering circular. We and other sources identifiedherein have provided the information contained in this offering circular. Neither the delivery of this offeringcircular nor any sale made pursuant to this offering circular implies that any information set forth in this offeringcircular is correct as of any date after the date of this offering circular. Neither we, nor the initial purchasersnamed herein, nor the Trustee or the agents, nor the Issuer, make any representation or warranty, expressed orimplied, as to the accuracy or completeness of such information, and nothing contained in this offering circularis, or shall be relied upon as, a promise or representation by us, the initial purchasers, the Trustee, the agents, theIssuer, or any person affiliated therewith. You should not consider any information in this offering circular to belegal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal,business and tax advice regarding an investment in the Notes. You may not reproduce or distribute this offeringcircular, in whole or in part, and you may not disclose any of the contents of this offering circular or use anyinformation herein for any purpose other than considering the purchase of the Notes. You agree to the foregoingby accepting delivery of this offering circular. This offering circular relates to an offering that is exempt fromregistration under the Securities Act and may not comply in important respects with SEC rules that would applyto an offering document relating to a public offering of securities.

We have prepared the information contained in this offering circular. None of us, the Issuer or any of theinitial purchasers has authorized anyone to make any representations or provide you with any other informationconcerning us, this offering or the Notes, other than as contained herein in connection with an investor’sexamination of our company, the Issuer and the terms of this offering. None of us, the Issuer or any of the initialpurchasers takes any responsibility for other information others may give you. By purchasing the Notes, you willbe deemed to have made acknowledgments, representations, warranties and agreements as set forth in “Notice toInvestors” in this offering circular. You should understand that you will be required to bear the financial risks ofyour investment for an indefinite period of time.

This offering circular summarizes documents and other information in a manner we believe to be accurate,but we refer you to the actual documents for a more complete understanding of the information we discuss in thisoffering circular. In making an investment decision, you must rely on your own examination of such documents,our business and the terms of this offering and the Notes, including the merits and risks involved. In acceptingthis offering circular, you acknowledge that you have been afforded an opportunity to request and to review, andyou have received, all additional information considered by you to be necessary to verify the accuracy of, or tosupplement, the information contained in this offering circular.

The Issuer reserves the right to withdraw this offering of the Notes at any time. The Issuer and the initialpurchasers also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason and toallot to any prospective investor less than the full amount of notes sought by such investor.

The Notes initially will be represented by one or more global certificates in fully registered form withoutcoupons and will be deposited with a custodian for, and registered in the name of, a nominee of DTC asdepositary.

Certain persons participating in this offering may engage in transactions that stabilize, maintain orotherwise affect the price of the Notes. Such transactions may include stabilizing and the purchase of notesto cover short positions. For a description of these activities, see “Plan of Distribution.”

The distribution of this offering circular and the offering and sale of the Notes in certain jurisdictionsmay be restricted by law. The Issuer and the initial purchasers require persons into whose possession this

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offering circular comes to inform themselves about and observe any such restrictions. This offeringcircular does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction inwhich such offer or invitation would be unlawful.

The Notes are subject to restrictions on transferability and resale and may not be transferred or resold exceptas permitted under the Securities Act and the applicable state securities laws pursuant to registration orexemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear thefinancial risks of this investment for an indefinite period of time. Please refer to the sections in this offeringcircular entitled “Plan of Distribution” and “Notice to Investors.”

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the European Economic Area (the “EEA”). For thesepurposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) ofArticle 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning ofDirective (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would notqualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no keyinformation document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) foroffering or selling the Notes or otherwise making them available to retail investors in the EEA has been preparedand therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEAmay be unlawful under the PRIIPs Regulation.

This offering circular has been prepared on the basis that any offer of notes in any member state of the EEAwill be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded,“Prospectus Regulation”) from the requirement to publish a prospectus for offers of notes. This offering circularis not a prospectus for the purposes of the Prospectus Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the United Kingdom (the “U.K.”). For these purposes, “retailinvestor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 ofRegulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)Act 2018 (the “EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services andMarkets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) ofArticle 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.Consequently, no key information document required by Regulation (EU) 1286/2014 as it forms part of domesticlaw by virtue of the EUWA (the “U.K. PRIIPs Regulation”) for offering or selling the Notes or otherwise makingthem available to retail investors in the U.K. has been prepared and, therefore, offering or selling the Notes orotherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPsRegulation.

This offering circular has been prepared on the basis that any offer of the Notes in the U.K. will be madepursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of theEUWA (the “U.K. Prospectus Regulation”) from a requirement to publish a prospectus for offers of notes. Thisoffering circular is not a prospectus for the purpose of the U.K. Prospectus Regulation.

This offering circular is for distribution only to persons who (i) have professional experience in mattersrelating to investments and who qualify as investment professionals within the meaning of Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “FinancialPromotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies,unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the U.K., or (iv) are personsto whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of theFSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or causedto be communicated (all such persons together being referred to as “relevant persons”). This offering circular isdirected only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.Any investment or investment activity to which this offering circular relates is available only to relevant personsand will be engaged in only with relevant persons. It is expected that delivery of the Notes will be made againstpayment thereof on or about the date specified on the cover of this offering circular, which is the

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business day following the date of pricing of the Notes (such settlement cycle being referred to as “T+ ”). Youshould note that trading of the Notes prior to delivery of the Notes may be affected by the T+ settlement. See“Plan of Distribution.”

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES ANDFUTURES ACT OF SINGAPORE

The Notes are prescribed capital market products (as defined in the Securities and Futures (Capital MarketsProducts) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority ofSingapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).

TRADEMARKS

We own or have rights (including rights under licensing agreements with certain of our affiliates) to certaintrademarks, service marks and trade names that we use in connection with the operation of our respectivebusinesses, including our corporate names, logos and website names. Solely for convenience, the trademarks,service marks, trade names and copyrights referred to in this offering circular are listed without the ®, TM and ©

symbols, but such references are not intended to indicate that we will not assert, to the fullest extent permissibleunder applicable law, our rights to all trademarks currently licensed, service marks, trade names and copyrights.

INDUSTRY AND MARKET DATA

We have reviewed and continue to review market and competitive position data for the operation of ourbusiness. We obtained the market and competitive position data used throughout this offering circular from ourown research along with information supplied by sources that we believe are reliable. However, market datacannot be verified with complete certainty due to limits on the availability and reliability of raw data, thevoluntary nature of the data gathering process and other limitations and uncertainties inherent in any statisticalsurvey. Furthermore, market data, consumption patterns and consumer preferences can and do change. Forexample, market and competitive position data contained in this offering circular are drawn from a period prior tothe ongoing coronavirus (“COVID-19”) pandemic, which has since materially adversely affected the globaleconomy and may have significantly changed consumption patterns and consumer preferences. Therefore, suchhistorical data and information may not be indicative of future results or conditions, and such data andinformation should not be taken as predictive of or a guarantee of any future performance. In addition, we havenot independently verified any such third-party information and, consequently, it is possible that the market dataand information may not be accurate in all material respects. Accordingly, you should not place undue relianceon such data when making your investment decision.

The gaming market in Malaysia, the United States and the United Kingdom and surrounding areas is subjectto change, including changes in the number of casinos and other gaming facilities and the size of and the numberof gaming positions at such casinos and other gaming facilities. For these and other reasons discussed in thisoffering circular, including the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”sections, estimates of and other statements regarding our future performance could prove to be materiallyinaccurate.

PRESENTATION OF FINANCIAL STATEMENTS

Figures and percentages are rounded to one or two decimal places, where appropriate. Any discrepancies inthe tables included in this offering circular between the amounts listed and the totals are due to rounding.

Our audited annual consolidated financial statements included elsewhere in this offering circular arepresented in accordance with Malaysian Financial Reporting Standards (“MFRS”) issued by the MalaysianAccounting Standards Board, International Financial Reporting Standards (“IFRS”) and the requirements of theMalaysian Companies Act 2016. MFRS and IFRS may differ in significant respects from accounting principlesgenerally accepted elsewhere, particularly the United States. In making an investment decision, investors mustrely on their own examination of the Issuer, us, the terms of the offering and the financial information contained

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in this offering circular. Potential investors should consult their own professional advisors for an understandingof the differences between MFRS and IFRS, on the one hand, and accounting principles generally acceptedelsewhere, on the other hand, and how these differences might affect their understanding of the financialinformation contained herein.

Comparability of financial information

During the year ended December 31, 2019, GenM adopted a new accounting standard, MFRS 16 “Leases,”using the simplified transition approach, and has not restated the December 31, 2018 numbers as permitted underthe standard. Accordingly, the summary consolidated financial information of GenM for the year endedDecember 31, 2018 included elsewhere in this offering circular has not been restated to reflect the impact of thenew accounting standard, MFRS 16 “Leases. As a result, GenM’s consolidated income statement data andconsolidated statement of financial position data for the year ended December 31, 2018 are not comparable withits consolidated income statement data and consolidated statement of financial position data for the year endedDecember 31, 2019. Please refer to note 42 of the audited consolidated financial statements of GenM for the yearended December 31, 2019 included elsewhere in this offering circular for details of the impact of the adoption ofthe new standard.

NON-GAAP FINANCIAL MEASURES

As used in this offering circular, a non-GAAP financial measure is one that purports to measure historical orfuture financial performance, financial position or cash flows but excludes or includes amounts that would not beso adjusted in the most comparable MFRS and IFRS measures. From time to time, reference is made in thisoffering circular to such non-GAAP financial measures, primarily Adjusted EBITDA (as defined herein). Formore detailed information concerning Adjusted EBITDA and other non-GAAP financial measures used in thisoffering circular, see “Summary Financial and Other Information—Other Financial Information.”

We believe that Adjusted EBITDA serves as a useful indicator of operating performance, and that AdjustedEBITDA is a measure commonly used by analysts, investors and peers in the industries in which we operate.Accordingly, this information is disclosed to permit a more complete analysis of our operating performance.Adjusted EBITDA, as calculated, may not be comparable to similarly titled measures reported by othercompanies. Investors should not compare our Adjusted EBITDA and the other non-GAAP financial measuresused herein to adjusted EBITDA and other similarly titled non-GAAP financial measures presented by othercompanies because not all companies use the same definitions. For a reconciliation of Adjusted EBITDA to(loss)/profit before taxation, see “Summary Financial and Other Information—Other Financial Information.”

CURRENCY

In this offering circular, references to “U.S. dollars,” “dollars,” “$,” “US$,” “USD” and “cents” are to thecurrency of the United States and references to “Ringgit Malaysia,” “MYR,” “RM” and “sen” are to the currencyof Malaysia.

Unless otherwise indicated, dollar amounts in this offering circular are presented in U.S. dollars. Solely forthe convenience of the reader, this offering circular contains translations of certain Ringgit Malaysia amountsinto U.S. dollars at the exchange rate of RM4.0170 to $1.00, which was the middle rate of exchange of theRinggit Malaysia against the U.S. dollar as published by Bank Negara Malaysia, the Central Bank of Malaysia, atnoon on December 31, 2020, unless otherwise specified. All convenience translations are given using a singlerate, although the rate of exchange of the Ringgit Malaysia against the U.S. dollar varies over time (so thatconvenience translations prepared using the exchange rate at a different reference date, or using a period averagerate, would reflect different dollar amounts than those presented). For instance, the middle rate of exchange ofthe Ringgit Malaysia against the U.S. dollar as published by Bank Negara Malaysia was RM4.1385 to $1.00 atnoon on December 31, 2018, RM4.0925 to $1.00 at noon on December 31, 2019 and RM4.0170 to $1.00 at noonon December 31, 2020. No representation is made that the Ringgit Malaysia referred to herein could have been orcould be converted into U.S. dollars at any particular rate or at all. See “Risk Factors—Risks Relating toPresentation of Convenience Translations.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular includes forward-looking statements about our management’s current expectations.Examples of such forward-looking statements include discussions of the expected results of various strategies.Although we believe that our expectations are based upon good faith and reasonable assumptions, there can be noassurance that our financial or other goals will be realized. Our forward-looking statements concern matters thatinvolve known and unknown risks, uncertainties and other factors that may cause our actual results, performanceor achievements, or industry results, to be materially different from the future results, performance orachievements described or implied by such forward-looking statements. Numerous factors may affect our actualresults and may cause results to differ materially from those expressed in the forward-looking statements madeby us or on our behalf. Any statements that are not statements of historical fact may be forward-lookingstatements, and such forward-looking statements may be found at various places throughout this offeringcircular. Among others, we may have used the words “believes,” “anticipates,” “plans,” “estimates,” “expects,”“seeks,” “will,” “should,” “could,” “may,” “aims,” “intends,” and “projects” to identify forward-lookingstatements, although not all forward-looking statements include these identifying words. Such statements may beconsidered forward looking statements within the meaning of Section 21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act.

The COVID-19 outbreak and the resulting global pandemic is currently one of the most significant factorsthat could cause actual outcomes to differ materially from these forward-looking statements. The extent to whichCOVID-19 may cause materially different outcomes is largely dependent on ever-changing developments thatare highly uncertain and unpredictable, including the severity, extent and duration of the pandemic, actions takento mitigate the effect of COVID-19 such as shutdowns and movement control orders, the availability andeffectiveness of vaccines and treatments, social distancing measures and temporary closure of non-essentialbusinesses and the effectiveness of these actions. In addition, instability and volatility in global, national andregional economic activity and financial market activity as a result of COVID-19 could negatively impactconsumer discretionary spending and demand. Factors that could cause actual results, performance orachievements to differ materially from those expressed or implied by these forward-looking statements includedin this offering circular also include, among others:

• potential risks and uncertainties relating to the severity, extent and duration of the current COVID-19outbreak and the potential material adverse effect on our business, operations and financial performance,results of operations, financial condition and cash flows or any future outbreaks in the markets where weoperate;

• the effects of temporary closures of RW Genting, RWNYC, RW Bimini, RW Birmingham, CrockfordsCairo and our other properties on our business, including on our revenue, cash burn rate and liquidity;

• uncertainties relating to reopening of our properties and the timing thereof, including the ability to operatein compliance with regulations and guidance imposed by relevant government authorities, the risk that wemay receive claims alleging liability as a result of exposure of COVID-19 at one of our properties, thelevel of consumer demand and discretionary spending both immediately following reopening and infuture periods and the possibility of further required closures due to subsequent developments;

• actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat itsimpact on our business;

• the potential negative impacts of COVID-19 on the global economy and financial markets;

• our ability to mitigate losses in order to achieve or maintain profitability and positive cash flow in thefuture;

• the competitive environment in which we operate and our ability to attract patrons for our gaming, hotel,retail and entertainment services;

• global, national and local economic conditions and consumer spending habits and preferences;

• risks of Malaysia or neighboring jurisdictions enacting regulatory changes affecting the gaming market inMalaysia or other local markets;

• tourism trends and impact on levels of travel, leisure and consumer spending;

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• our dependence on affiliates of Genting Berhad for support services and use of licensed intellectualproperty;

• differing interests between our shareholders and the holders of the Notes;

• our ability to recruit, train and retain an adequate number of qualified and suitable managers andemployees and the possible loss of our managers or employees;

• the variability in the actual win rates of our gaming patrons from the theoretical win rates anticipated;

• our current and future insurance coverage levels;

• our inability to collect receivables from gaming patrons to whom we extend credit and the possibility offraud, cheating and/or money laundering by our customers or employees;

• damage or service interruptions to technology services or electrical power;

• cybersecurity risk including misappropriation of customer information or other breaches of informationsecurity;

• environmental hazards or adverse consequences from environmental, health or safety regulations relatedto the operation of our properties;

• our ability to protect our brand and intellectual property rights;

• our ability to comply with covenants in the Indenture and the agreements governing our otherindebtedness;

• our ability to comply with changing laws and regulations;

• any violations by us of anti-money laundering laws, the Malaysian Anti-Corruption Commission Act2009, as amended, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010;

• changes in national, federal or state tax laws and the administration of such laws;

• legal proceedings related to our business and any adverse judgments or settlements resulting from anysuch legal proceedings;

• our failure to take the steps necessary to maintain or renew any licenses, registrations, permits orapprovals and failure to satisfy the conditions necessary for new licenses, registrations, permits orapprovals from the Ministry of Finance of Malaysia, the New York State Gaming Commission, theGambling Commission of the United Kingdom or other relevant regulators;

• our ability to obtain approvals from relevant government authorities and, if required under Malaysianstock exchange rules, prior shareholder approval; and

• the other factors set forth under the heading “Risk Factors.”

These factors should not be construed as exhaustive and should be read in conjunction with the othercautionary statements included elsewhere in this offering circular, including those under the heading “RiskFactors.” These risks and uncertainties, as well as other risks and uncertainties of which we are not aware orwhich we currently do not believe to be material, may cause our actual future results to be materially differentthan those expressed in our forward-looking statements. We caution you not to place undue reliance on theseforward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf areexpressly qualified in their entirety by the foregoing cautionary statements. Forward-looking statements speakonly as of the date of this offering circular. We do not intend, and undertake no obligation to, make any revisionsto these forward-looking statements to reflect events or circumstances after the date of this offering circular,except as required by applicable law and the applicable rules and regulations of SGX-ST or Bursa Malaysia.

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CERTAIN DEFINED TERMS

As used in this offering circular, unless the context otherwise requires, references to:

• “Crockfords Cairo” refers to an exclusive casino situated inside The Nile Ritz-Carlton Hotel in Cairo;

• “ERI” refers to Empire Resorts, Inc. and its consolidated subsidiaries, unless the context otherwiserequires;

• “GenM,” “Guarantor,” “company,” “Group”, “we,” “us,” and “our” refer to Genting Malaysia Berhad andits consolidated subsidiaries, unless the context otherwise requires;

• “GENNY” refers to Genting New York LLC;

• “GENNY Capital” refers to GENNY Capital Inc.;

• “Genting Berhad” and “GENT” refer to Genting Berhad;

• “Genting Group” refers to Genting Berhad and its consolidated entities;

• “GENUK” refers to Genting UK Plc and its consolidated subsidiaries, unless the context otherwiserequires;

• “GERL” refers to Genting Empire Resorts LLC;

• “Issuer” refers to GENM Capital Labuan Limited;

• “Resorts” refer to, collectively, RW Genting, in Malaysia, RWNYC in the United States, RW Bimini inthe Bahamas, RW Birmingham in the United Kingdom and Crockfords Cairo in Egypt;

• “RW Bimini” refers to Resorts World Bimini Bahamas;

• “RW Birmingham” refers to Resorts World Birmingham;

• “RW Catskills” refers to Resorts World Catskills;

• “RW Genting” refers to Resorts World Genting;

• “RW Kijal” refers to Resorts World Kijal;

• “RW Langkawi” refers to Resorts World Langkawi;

• “RW Las Vegas” refers to Resorts World Las Vegas; and

• “RWNYC” refers to Resorts World Casino New York City.

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OFFERING CIRCULAR SUMMARY

This summary highlights certain information appearing elsewhere in this offering circular. This summary isnot complete and does not contain all of the information that you should consider before investing in the Notes.You should carefully read the entire offering circular, including the financial statements and related notes andthe sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition andResults of Operations.”

On March 11, 2020, the WHO declared the COVID-19 outbreak to be a global pandemic. Our operationshave been very significantly affected by the COVID-19 pandemic, including through various closings and limitedreopenings of many of our operations, as discussed in “Risk Factors—Risks Relating to our Business—TheCOVID-19 pandemic resulted in temporary closures of our properties for various periods and continues tosignificantly restrict our operating capacity, hours of operations and other activities, and it has had a materialadverse effect on our business, results of operations, financial condition and financial performance; as we workto increase our operating hours and capacity, we expect to continue to have to address COVID-relatedchallenges.” There can be no assurance that, if and when COVID-19 abates, our business, results of operationsor cash flows will return to levels that existed prior to the COVID-19 pandemic or that our operations willreopen fully or generate the results from operations achieved prior to the COVID-19 pandemic. Historicalresults are not necessarily indicative of the results we expect in future periods and do not necessarily reflect theongoing impact of COVID-19 on our business and operations.

OVERVIEW

We are a large, globally diversified casino and resort owner and operator with over 40 properties in Asia,Europe, the Middle East, the Caribbean and the United States. We own and operate major resort propertiesincluding RW Genting in Malaysia, RWNYC in the United States, RW Bimini in the Bahamas and RWBirmingham in the United Kingdom. In addition, we also own and operate over 30 casinos in the UnitedKingdom, the Crockfords Cairo in Egypt and two seaside resorts in Malaysia, namely RW Kijal in Terengganuand RW Langkawi on Langkawi island.

Our company was incorporated in Malaysia on May 7, 1980 as a private company limited by shares, and ourshares have been traded on the Main Market of Bursa Malaysia since our listing on December 22, 1989. We hada market capitalization of RM17.4 billion as of March 31, 2021.

Our Malaysian leisure and hospitality business contribute significantly to our revenue and AdjustedEBITDA, comprising 69.2% of our revenues and all of our Adjusted EBITDA for 2020. RW Genting, theGenting Group’s flagship property, is a premier integrated resort destination located near the capital of Malaysia,Kuala Lumpur, and the only land-based licensed casino in Malaysia. RW Genting features wide-ranging leisureand entertainment facilities, comprising about 10,500 rooms spread across seven distinct hotels (including thelargest hotel in the world by room count), gaming, theme park and amusement attractions, dining and retailoutlets, as well as international shows and business convention facilities. In 2013, we embarked on a 10-yearmaster plan to reinvigorate and transform RW Genting under the GITP. Since the progressive roll out of theGITP facilities and attractions from the end of 2016 to 2019, RW Genting has recorded a steady rise in visitationand revenues every year, welcoming more than 28.7 million visitors in 2019. The new Genting SkyWorldsoutdoor theme park, which is part of the GITP, is expected to open in the middle of 2021 and will add to RWGenting’s extensive entertainment offerings. The theme park will have various international movie themedattractions and feature, among others, movies from 20th Century Studios.

In the United Kingdom, we own and operate over 30 casinos, making us one of the United Kingdom’slargest leisure and entertainment businesses. In addition, we own and operate RW Birmingham, the firstintegrated leisure complex of its kind in the United Kingdom, offering gaming and entertainment facilities, retailand dining outlets and a 182-room four-star hotel.

In the United States, we own and operate RWNYC, the first and only video gaming machine (“VLT”)facility in New York City at the site of the Aqueduct Racetrack. As a premier entertainment hub, RWNYC

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houses over 6,500 slots and electronic table games, numerous casual and fine dining restaurants and bars, and a35,000 square foot multi-purpose entertainment and event space. We are now expanding RWNYC to add newfacilities and attractions, which will include expanded gaming space to host additional electronic table games, anew 400-room hotel, new food and beverage venues, retail space, meeting and conference space. In Miami, weown the 527-room Hilton Miami Downtown Hotel, which sits on approximately 30 acres of prime freeholdwaterfront land. We also hold an indirect 49% common equity interest in ERI, which owns and operates RWCatskills and Monticello Raceway in New York. RW Catskills is an integrated casino resort situated on a1,700-acre site approximately 80 miles northwest of New York City, operating under one of only four state-widecommercial casino licenses. RW Catskills offers an enticing all-season entertainment experience featuring livetable games, sports betting, VLTs, over 400 rooms across two hotels, diverse restaurants and conference space.Monticello Raceway, which is proximate to RW Catskills, is a harness racing facility offering both simulcastingand pari-mutuel wagering.

In the Bahamas, we own and operate RW Bimini, a 750-acre beachfront resort which features a casino, TheHilton at RW Bimini, restaurants and bars, various resort amenities as well as the largest yacht and marinacomplex on Bimini Island.

In the Middle East, Crockfords Cairo, an exclusive casino situated inside the posh surroundings of The NileRitz-Carlton Hotel in Cairo, Egypt, is our first venture into the region.

Our parent company, Genting Berhad, is an investment holding and management company. As one ofAsia’s leading multinational companies, it has been listed on the Main Market of Bursa Malaysia since 1971 andhad a market capitalization of RM19.4 billion as of March 31, 2021. It is focused predominantly on the globalgaming and hospitality industry, and it also holds significant interests in leisure and hospitality, powergeneration, oil palm plantations, property development, biotechnology and oil and gas-related activities.

Group Structure

The chart below sets forth the ownership structure of our company and our core properties as at the date ofthis offering circular.

Genting Berhad

Genting Malaysia

Malaysia

Resorts WorldGenting

Resorts World Kiljal

Resorts WorldLangkawi

U.S. & Bahamas

Resorts World NewYork City

Resorts WorldBimini

Resorts WorldCatskills

U.K. & Egypt

Genting UnitedKingdom

Resorts WorldBirmingham

100%

100%

100%

100%

78%

49%

100%

100%

49.5%

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Company Strengths

Globally Diversified Gaming Company with Worldwide Operations and Strong Investment-Grade Ratings

We pioneered the integrated resort business model for the Genting Group with the opening of RW Gentingin Malaysia in 1971. In the ensuing years, we developed into one of the world’s most diversified casino andresorts operators with over 40 properties across Asia, Europe and the Americas. We now hold gaming licenses inMalaysia, the United States, the United Kingdom and the Bahamas.

We have an established track record of developing and operating integrated resorts in various core markets.In Malaysia, we hold the only land-based casino license and we own and operate the first and only VLT facilityin New York. We are also one of the United Kingdom’s largest gaming operators. Our key properties includeRW Genting in Malaysia, RWNYC in New York City, RW Bimini in the Bahamas, RW Birmingham and over30 other casinos in the United Kingdom and Crockfords Cairo in Egypt. Our associate ERI also owns RWCatskills in New York.

The Genting brand is recognized globally, and we have a loyal customer base of over 17 million playersfrom around the world who are members of the Genting Rewards loyalty program. In 2017, 2018 and 2019, ourproperties had approximately 35.3 million, 38.3 million and 41.1 million visitors. Our flagship property, RWGenting, had approximately 28.7 million visitors in 2019, exceeding Malaysia’s 2019 international touristarrivals of 26.1 million, as reported by the Ministry of Tourism & Culture of Malaysia.

We have also demonstrated a strong record of geographic diversification over the years, with ournon-Malaysia businesses contributing around 30% of our total annual revenue from 2016 to 2020. As highlightedby the ongoing COVID-19 pandemic, where local pandemic-related government restrictions affected ouroperations in each location to varying degrees, geographic diversification can minimize single-asset revenue risk.

We are one of the world’s highest internationally rated gaming groups as reflected in our expected ratings ofBBB by Standard & Poor’s Ratings Services (“S&P”) and BBB by Fitch Ratings Ltd. (“Fitch”). We believe weare a strong investment grade credit due to our robust operating track record, diversified global presence,historically strong and stable cash flows, financial resiliency and prudent financial management, most recentlyshown in the current challenging and unprecedented operating environment.

RW Genting, the Genting Group’s Flagship Asset, has a Unique Location and Diversified Offerings

We own and operate RW Genting, the Genting Group’s flagship asset. It commenced operations in 1971 asthe Genting Group’s first integrated resort and has been in operations for over 50 years.

RW Genting is Malaysia’s only licensed-casino and integrated resort; it features wide-ranging leisure andentertainment facilities, including approximately 10,500 hotel rooms across seven uniquely themed hotels,gaming, theme parks and other amusement attractions, dining and retail outlets, as well as international showsand business convention facilities. RW Genting’s unique location—in a cool mountain range, 6,000 feet abovesea level—provides a respite from Malaysia’s tropical climate, making it a one-of a kind, cross-demographicholiday destination. We operate in a highly regulated industry in Malaysia and therefore, we believe there arehigh barriers to entry for this industry in Malaysia.

RW Genting benefits from a strong domestic customer base. Due to its close proximity to Malaysia’s capitalcity of Kuala Lumpur and easy accessibility, RW Genting is a popular day-trip and weekend destination. Daytrippers accounted for more than 70% of RW Genting’s visitors annually from 2016 to 2019 and 81% of RWGenting visitors in 2020. This strong domestic customer base partially insulates it from the current cross-borderinternational travel restrictions, as compared with some of our competitors with gaming operations that areheavily reliant on international tourists.

We are at the tail-end of RW Genting’s 10-year GITP which we launched in 2013. The GITP is a 10-yearmaster plan to reinvigorate and transform RW Genting, budgeted at RM10.4 billion. The GITP is approximately85% complete (RM8.8 billion incurred as of December 31, 2020), with approximately RM700 million committed

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to be spent in 2021 and 2022. One of the GITP’s early successes was the opening of the Genting SkyAvenuelifestyle mall and Genting SkyCasinos in 2017 which enhanced RW Genting’s differentiated offerings. Since theprogressive roll out of the GITP’s new facilities and attractions from 2017, we recorded increasing visitationsand revenues each year until our operations were disrupted by the pandemic in 2020. RW Genting’s highlyanticipated marquee outdoor theme park, Genting SkyWorlds, is on track to open in the middle of 2021.Spanning across 26 acres, Genting SkyWorlds will be the region’s newest theme park, and boasts 26 attractionsand rides, including attractions and rides with international class movie themes. It is expected to enhance RWGenting’s extensive entertainment offerings and become a key growth driver for higher visitations from domesticand foreign guests. Once domestic and international travel restrictions are relaxed, we expect RW Genting’sdiversified offerings will attract more domestic and international visitors.

Agile in Aligning to New Operating Environment and Resolute in Efforts to Strengthen Financial Resiliencein a Challenging Environment

We have demonstrated effective financial and operational management in a challenging environment. Inresponse to the pandemic, we have recalibrated our operations and adopted a leaner cost structure to adapt to anew operating environment that better position us for recovery. We have also reengineered our processes whichincludes digitalization and automation to capitalize on the eventual recovery of the leisure and entertainmentindustry.

Due to the COVID-19 pandemic, the operations of RW Genting were temporarily closed for various periodsin 2020 and 2021 in compliance with Malaysian government restrictions. RW Genting’s reopening on June 19,2020 was positively received, with local patronage ramping up to a peak of around 48,000 visitors per day (73%of 2019 levels) and hotel occupancy rates were above 90% of available hotel capacity, before domestic travelrestrictions were re-imposed by the Malaysian government in mid-October 2020. This demonstrates that RWGenting is a destination of choice. On January 22, 2021, RW Genting was again temporarily closed but has sincereopened from February 16, 2021. While limited local travel restrictions remain, the Malaysian government hasprogressively eased its pandemic-related restrictions and announced that it targets to vaccinate 80% of thecountry’s population by February 2022. While uncertainties remain, we expect the vaccination roll out to havesignificant positive impacts on our business in Malaysia, especially on RW Genting. We believe we are in abetter position than our peers in the region to be able to ramp up our operations quickly to respond to increasedbusiness once local travel restrictions are lifted.

We have improved operational flexibility which enabled us to deal with the volatile and challengingoperating environment. RWNYC closed in mid-March 2020 and was allowed to recommence operations fromSeptember 9, 2020, at reduced capacity. During the period of the property closure, we furloughed employees,reduced headcount and significantly reduced all other discretionary expenses in order to maintain liquidity. Withstreamlining of our cost structure, RWNYC recorded healthy EBITDA margins upon reopening and untilNovember 13, 2020, when NYSGC mandated that all New York State casinos, including RWNYC, had to abideby a 10:00 pm curfew, resulting in a 30% drop in operating hours. Notwithstanding this restriction, RWNYCrecorded approximately 76% and 68% of November 2019 and December 2019’s gross gaming revenue inNovember 2020 and December 2020, respectively. RWNYC has been operating at full opening hours sinceApril 5, 2021 when the New York State government lifted the curfews on casinos.

In the United Kingdom, we had to temporarily close our properties in mid-March 2020 in compliance withgovernment directives. These properties have been allowed to reopen and temporarily closed again on variousdates due to pandemic-related restrictions. We have been resolute in our efforts in managing our cost base andliquidity. We have closed four casinos that are less popular in the United Kingdom to mitigate losses, reducedheadcount by approximately 40%, and furloughed majority of headcount during periods of closure to reduce cashburn. The United Kingdom government has announced a phased opening of the economy, and gamingbusinesses, including our casinos, are expected to reopen on May 17, 2021.

Strategic and Synergistic Relationship with Genting Berhad

Our parent company, Genting Berhad, is an investment holding and management company and one ofAsia’s leading multinational companies. It has been listed on the Main Market of Bursa Malaysia since 1971 and

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had a market capitalization of RM19.4 billion as of March 31, 2021. We are of strategic importance to GentingBerhad which holds a 49.5% equity stake in GenM and is our controlling shareholder. RW Genting is GentingBerhad’s key asset in Malaysia and our revenues constituted around 50% of Genting Berhad’s annual grossrevenues from 2016 to 2019. New York is an important feeder market for Las Vegas and we expect significantcross-play between RWNYC, RW Catskills, and RW Las Vegas, Genting Berhad’s US$4.3 billion integratedresort property that is expected to open this year.

We benefit from operational synergies with Genting Berhad. Through various arrangements, GentingBerhad and its subsidiaries provide us with various management and technical expertise, use of multiple licensesand gaming software, including the use of the “Genting” and “Resorts World” brand names. We believe theGenting and Resorts World brands have become well-known over the past 50 years—not only in Asia, but also inEurope, the United States and the Caribbean. In the last two decades, Genting Berhad and its subsidiaries havepursued an international growth strategy, which we believe has increased awareness of the Genting and ResortsWorld brand names. Through the Genting Rewards loyalty program, we have access to a valuable customerdatabase comprising over 17 million members from around the world; it carries five tiers of differentiation(“rated play”) and allows players to redeem points earned from game play for goods and services at our casinosand, through the Genting Rewards Alliance, at Resorts World properties globally. We believe the GentingRewards loyalty program encourages cross-play among the various Resorts World properties globally. It alsoallows our casino hosts to identify their properties’ most active players and drive return traffic through offers ofadditional services or hotel stays. We also benefit from strong reputational and licensing linkages with GentingBerhad and its subsidiaries that hold or operate gaming businesses. Genting Berhad has global standing and goodrelationships with gaming regulators in Singapore, Nevada, New York, the United Kingdom, Bahamas andMalaysia.

Strong Liquidity Position and Access to Financing

We have strong investment-grade metrics. Through proactive liquidity and capital expenditure management,we believe we have minimal liquidity pressure from capital expenditures for the next two years.

Our planned expansion capital expenditures for 2021 of around RM800 million, primarily relating to ourRWNYC Expansion Project and Genting SkyWorlds at RW Genting, are fully funded. We have eased liquiditypressure by deferring non-essential capital expenditures and extending our debt maturity profiles throughrefinancing exercises. We also plan to continue deferring non-essential capital expenditures, such as certain ofour maintenance capital expenditures, with the aim to limit such expenditures to less than RM300 million peryear in 2021 and 2022 and to approximately RM576 million in 2023.

As of December 31, 2020, we had cash and cash equivalents of RM2,453 million and, as adjusted to reflectthe refinancing and drawdown under the GENNY Secured Term Loan Facility in February 2021, total revolvingand short-term loan facilities in RM, USD and GBP equivalent to RM2,293 million, of which RM886 million hasnot been utilized. We believe this provides us with a reliable liquidity cushion, if needed.

We believe we are well positioned to manage any refinancing risk and maintain a healthy liquidity position.If the need arises, we have a strong and successful track record of accessing financing through the domestic andinternational capital markets as well as bank financing, and we have strong and long-standing relationships withfinancial institutions. Our notable financing exercises include issuing an aggregate of RM7.6 billion in principalamount of MTNs issued under our MTN Program (as defined under “Description of Certain MaterialIndebtedness—GENM Capital Berhad Medium Term Notes”) between 2015 to 2018 and a recent issuance ofUS$525 million 3.300% Senior Notes due 2026 by our wholly-owned subsidiaries, GENNY and GENNYCapital. See “Description of Certain Material Indebtedness” for a description of these financings.

Highly Experienced and Proven Management Team with Robust Local Gaming Industry Experience

We and our affiliates have a track record of over five decades of successfully developing and operatingintegrated resorts throughout the world, including in highly regulated jurisdictions such as Malaysia, Singapore,the United States, the United Kingdom and the Bahamas. This proven track record is driven by our strong and

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experienced senior management team led by Tan Sri Lim Kok Thay, our Deputy Chairman, Chief Executive andthe son of Genting Berhad’s founder, who joined the Genting Group in 1976. Our dedicated senior managementteams in Malaysia, the United States and the United Kingdom have around 30 years or more of relevantexperience in the local gaming industry in which they operate. Tan Sri Lim and our senior management teamcollectively have over 300 years of experience in the leisure, hospitality, and gaming business, having navigatedthrough the SARS and MERS outbreaks and the 2008 financial crisis, and successfully expanded our operationsand those of our affiliates into several new markets in the last ten years.

Business Strategies

Recalibrating Our Business Model to Operate in the New Environment; Building on Strategic Initiatives toPrepare For Full Resumption of Business

We will continue to reengineer our processes to capitalize on the eventual recovery of the leisure andhospitality sector. These initiatives include digitalization, automation and the introduction of new contactlessoperating measures to enhance the guest experience within our resorts. These include the use of digital deviceswithin the casino, digital keys to check into our hotel rooms and intelligent queuing systems.

We will also continue to build on the strategic initiatives to drive visitation and spend at our resorts. We willalso leverage on partnerships with renowned brands to increase footfall and foster higher spend at our variousresorts globally.

In Malaysia, we expect the GITP will be a key catalyst for growing RW Genting’s visitor numbers and ourbusiness. The GITP’s highly anticipated marquee outdoor theme park, Genting SkyWorlds, is on track to open inthe middle of 2021. Spanning across 26 acres, the park will feature 26 thrilling world-class rides and attractions,including one or more movie world premieres. In addition to our own original and exciting intellectual properties(“IP”), Genting SkyWorlds will also incorporate, amongst others, 20th Century Studios brands and IP such as IceAge, Night at the Museum and Planet of the Apes. These will complement our other offerings at RW Genting,which we expect will generate incremental visitation and revenues. While waiting for international borders toreopen, we remain focused on the domestic market via our bus and tour programs.

In New York, we are in the midst of our RWNYC Expansion Project. Once completed, RWNYC willinclude expanded gaming space to host additional games, a new 400-room hotel, new food and beverage venues,retail space, meeting and conference space and an enhanced bus drop-off area. The Expansion Project’s designfocuses on critical non-gaming amenities essential to facilitating the growth of gaming revenues, while alsoproviding space for the additional gaming units, including up to 800 new electronic video games. We plan toleverage the Expansion Project to attract and retain customers from a wider geographical radius and to developour strong local standing, grow our market share and benefit from what we believe is an underpenetrated NewYork market.

In the Bahamas, we plan to improve accessibility and infrastructure at RW Bimini and we have a strategicpartnership with a renowned brand to operate a premium beach club at our property to drive footfall and higherspend at the resort. We also partner with reputable cruise liners in designating RW Bimini as one of their ports ofcalls to increase visitation to our resort.

We have also put in place comprehensive initiatives for the resumption of business post-COVID pandemic.In reopening our properties, we have implemented—and will continue to implement—stringent health and safetyprecautionary measures at all of our properties to ensure the safety and well-being of our guests and employees.We have reengineered our processes and developed comprehensive safety protocols in line with governmentguidelines and global best practices. These include safe distancing and contact tracing measures, installation ofthermal scanners and plexiglass barriers, deployment of hospital-grade air filters in ventilation systems, andfrequent sanitation of common areas. We will also continue to implement cost rationalization initiatives tostreamline our operations. These initiatives include: maintaining a leaner cost structure to protect our bottom lineand profitability, and streamlining our cost structure and identifying operational efficiencies to quickly adjust thescale and scope of our operations to appropriately meet the level of demand for our services.

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Monetizing Brand Equity and Leveraging Our Resorts World Brand Affiliation Through Cross-Marketingwith Other Genting Berhad Properties

We believe the Genting and Resorts World brands have become well-known over the past 50 years—notonly in Asia, but also in Europe, the United States and the Caribbean. In the last two decades, Genting Berhadand its subsidiaries have pursued an aggressive international growth strategy, which we believe has increasedawareness of the Genting and Resorts World brand names globally. We will continue to develop our marketshare in the United States by leveraging on the Resorts World brand, which is a well-known hospitality brand inthe Asian markets, to target the large regional Asian demographic and high-end Asian players living in or visitingthe New York City metropolitan area. Through the Genting Rewards loyalty program, which is implementedacross all the Genting Group properties, including our properties, as well as those under our associate, ERI, andour brand affiliate, Genting Hong Kong Limited, we have access to a valuable customer database comprisingover 17 million members from around the world. To the extent permitted by the relevant laws, we will cross-market our products and services via the Genting Rewards program to implement new business opportunitieseffectively, including encouraging cross-play among RWNYC, ERI-owned RW Catskills and Genting Group’sRW Las Vegas integrated resort development that is expected to open later in the year. We believe the underlyingstrength of our branding coupled with continued marketing initiatives targeting our existing clients and othermembers of the Genting Rewards program will help drive traffic to our various properties globally.

Maintaining a Prudent Financial Policy

We plan to continue our prudent financial policy of maintaining a conservative capital structure, whichprovides financial and operational stability through economic cycles. We aim to optimize our debt and equitymix by using internal cash flows and external debt financing to fund our planned expansion, working capitalexpenditures, and refinancing existing debt. Our financing plan is aimed at achieving favorable funding costs, abalanced debt-maturity profile, and managing exposure to foreign exchange risk.

Sustainability is at the Forefront of our Operations; Anchoring Re-growth on Social Inclusivity,Environmental Management and Responsible Business Practices

We aim to provide world-class services and entertainment in a safe, responsible and sustainableenvironment. Sustainability is at the forefront of our operations. Our comprehensive Environment, Health &Safety (“EHS”) and quality policy guides our commitment to improving our performance in variousenvironmental aspects. We have gained global recognition for our sustainability efforts. We have been aconstituent of the FTSE4Good Index Series since June 2018. The Genting Group has also been recognized by theWall Street Journal (“WSJ”) as among the top 100 most sustainably managed companies of 2020—only one oftwo companies from the leisure and hospitality industry to have been included in WSJ’s ranking. Some of oursustainability initiatives include water management and energy conservation. Our Genting Green Generation(G3) platform aims to create a generation that contributes to sustainable development by educating andpromoting sustainability initiatives within our company and local community. For example, at RW Genting, wehave implemented eco-friendly water-saving devices and we also harvest rainwater on-site for reuse. We are alsoconscious of our carbon footprint and take proactive measures to minimize the impact to the environment. Wehave set energy reduction targets annually for our properties and have taken steps to reduce our energyconsumption from non-renewable sources. For example, we have embarked on an energy optimization programwhere we optimize the usage of our pump systems, escalator operations, lighting system and hot water system, toensure efficient use of energy throughout RW Genting and implemented building management systems for ourproperties in the United Kingdom and the United States. We plan to continue to advance our EHS initiatives inthe future.

Developments Related to COVID-19

On March 11, 2020, the WHO declared the COVID-19 outbreak to be a global pandemic. The COVID-19pandemic and the preventive measures taken by governments worldwide have placed significant pressure on theeconomies of countries in which we operate. The tourism, leisure & hospitality and gaming industries are amongthe most affected by this unprecedented public health crisis.

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Malaysia

In Malaysia, in response to the COVID-19 outbreak, the government of Malaysia implemented the firstmovement control order (“MCO”) on March 18, 2020. In compliance with the first MCO, operations at RWGenting, RW Kijal and RW Langkawi were suspended from March 18, 2020 until mid-June 2020. RW Gentingresumed operations on June 19, 2020 to positive response, despite having to operate at reduced capacity incompliance with stringent health and precautionary measures implemented by the authorities. In July 2020 (thefirst full month of operations since reopening), RW Genting’s gross gaming revenue (“GGR”) was approximately60% of GGR for July 2019 and hotel occupancy was above 80% of available capacity of approximately 5,000rooms. GGR continued to improve in August 2020 and September 2020 to approximately 84% of August 2019GGR and 80% of September 2019 GGR, respectively. In addition, hotel occupancy was above 85% of availablecapacity of approximately 5,000 rooms in August and September 2020, respectively. When travel restrictionswere imposed in mid-October 2020 due to the increasing COVID-19 cases in Malaysia, average daily visitationspeaked at 48,000/day in September 2020 and dropped to a low of approximately 15,000/day in November 2020.As a result, hotel occupancy dropped to a low of 46% of available capacity of approximately 3,000 rooms inNovember 2020. GGR recorded in December 2020 was approximately 41% of December 2019 GGR.

From December 7, 2020, travel restrictions were lifted but by January 22, 2021, amid the rise of COVID-19cases in Malaysia, the government of Malaysia announced the second MCO. In response to the second MCO, wehad to temporarily close our properties in Malaysia. RW Genting has since reopened on February 16, 2021 whileRW Langkawi and RW Kijal reopened on February 19, 2021. However, travel restrictions are still in place as therestrictions under the second MCO are expected to be relaxed progressively. We have recalibrated our operatingstructure and reengineered our processes as well as our cost base to address these unprecedented challenges andto capitalize on the eventual recovery of the leisure and hospitality sector. The safety and wellbeing of the RWGenting community remains a priority as we continue to emphasize stringent health and precautionary measuresas part of the RW Genting StaySafe Promise. These include, among others, limiting the number of seats per tablegame, slot machine spacing, temperature checks, disinfection protocols, compulsory mask protection and healthdeclarations using mobile applications. Meanwhile, our highly anticipated outdoor theme park, GentingSkyWorlds, is targeted to open by the middle of 2021. The theme park is a key growth initiative for theMalaysian operations.

Other Locations

In the United Kingdom, RW Birmingham and all of our other land-based casinos, which we own andoperate through GENUK, suspended operations on March 21, 2020 in compliance with government directives.The majority of our land-based gaming operations, including RW Birmingham, reopened with reduced capacityin August 15, 2020. In September 2020 (the first full month of operations since reopening), GENUK revenue wasapproximately 70% of September 2019 adjusted revenue. After a 10:00 pm government-mandated curfew tookeffect on September 24, 2020, GENUK revenue in October 2020 declined to approximately 50% of October 2019adjusted revenue. Subsequently, in compliance with national and local government directives to curb the spreadof COVID-19, these casinos were periodically closed throughout November and December 2020 and GENUKrevenue in November 2020 reached a low of 19% of November 2019 adjusted revenue. 2019 adjusted revenuerefers to GENUK 2019 revenue as adjusted to exclude revenue from casinos in the United Kingdom that weretemporarily closed in the comparative period in 2020. As of December 31, 2020, all of our land-based casinos inthe United Kingdom remain temporarily closed. The United Kingdom government has announced a phasedopening of the economy, and the gaming businesses are expected to reopen on May 17, 2021.

In the United States, our operations at RWNYC, which we own and operate through GENNY, weresuspended on March 16, 2020 and reopened on September 9, 2020 to positive response despite having to operateat limited capacity and operating hours with safety and precautionary measures in place. After reopening,RWNYC October 2020 GGR was approximately 96% of October 2019 GGR. However, in mid-November 2020,the NYSGC mandated that all casinos in New York State (“NYS”), including RWNYC, had to abide by a 10:00pm curfew, causing a reduction in our daily operating hours from 20 to 14 hours. As a result, GGR fell toapproximately 76% and 68% of November 2019 and December 2019’s GGR in November 2020 and December

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2020, respectively. Consequently, adjusted EBITDA also dropped to approximately 81% and 75% of November2019 and December 2019’s adjusted EBITDA in November 2020 and December 2020, respectively. Similarly,operations at RW Catskills, which is owned by our 49% associate ERI, were suspended on March 16, 2020 andreopened on September 9, 2020. RWNYC and RW Catskills resumed full operating hours starting April 5, 2021,after the NYS government mandated 11:00 pm curfew for casinos was lifted. Meanwhile, development work forthe Expansion Project at RWNYC restarted on June 8, 2020. The development of the new upscale 400-roomHyatt Regency JFK at Resorts World New York hotel is progressing well and is set to open in phases from themiddle of 2021.

In the Bahamas, RW Bimini, which temporarily closed since March 18, 2020, resumed operations on July 2,2020 but was subsequently suspended on July 25, 2020 amid renewed concerns from local authorities about thepandemic. RW Bimini reopened on December 26, 2020.

Despite the above-described reopenings, most of our hotels, facilities, attractions and other offerings are stillsubjected to significant restrictions on operating capacity, operating hours and other activities.

Reopening and Cost Saving Measures

In reopening our properties, we have implemented and will continue to implement, stringent health andprecautionary measures at all of our properties to ensure the safety and well-being of our guests and employees.These measures have included and will likely continue to include reconfiguration of slot machines and tablegame seating, requirements for both guests and employees to wear personal protective equipment, disinfectionprotocols, promotion of social distancing through the use of plexiglass barriers between adjacent gamingpositions and using floor stickers in queuing areas, implementing hospital grade air filters in ventilation systems,limitations on indoor dining and other facility capacities in line with governmental guidelines and othermeasures.

Across our operations in 2020, we reduced cash burn by approximately 30%, in particular: (i) in Malaysia,we reduced cash burn from RM3.0 million per day during the first MCO (starting from March 18, 2020) toRM2.6 million per day during the second MCO (starting from January 22, 2021) and (ii) in the United Kingdom,reduced cash burn from GBP8.0 million per month to GBP5.0 million per month during the second UnitedKingdom lockdown (from November 5 to December 2, 2020) and further to GBP4.0 million during the thirdlockdown (starting January 5, 2021). Across our operations group-wide, we reduced employee costs byapproximately RM800 million in 2020 as compared with the prior year.

The pandemic-related closures have adversely affected our business, financial condition, results ofoperations and cash flows for 2020 and are continuing to affect us. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations—Results of Operations—Year ended December 31, 2020compared to year ended December 31, 2019.” If we can fully reopen our properties that have recommencedoperations, or our other properties that remain closed are reopened, there can be no assurance that our business,financial condition, results of operations or cash flows will return to levels that existed prior to COVID-19.Historical results are not necessarily indicative of the results we expect in future periods and do not necessarilyreflect the ongoing impact of COVID-19 on our business and operations. See “Risk Factors—Risks Relating toOur Business.”

We believe we have developed a dynamic and flexible operating plan that will allow us to quickly adjust thescale and scope of our operations to appropriately meet the level of demand for our services once our variousproperties are permitted to reopen. However, while the steps we have taken to reduce our expenses and cash burnin an effort to mitigate these and potential future decreases, we continue to have significant fixed and variableexpenses that will impact our cash position and results of operations. The reopening of our properties will alsoentail additional costs as we adopt new health and safety protocols.

CORPORATE INFORMATION

We are a public limited liability company incorporated in Malaysia with registration no. 198001004236(58019-U). Our registered office address is 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala

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Lumpur, and our telephone number is +603 2178 2288/2333 2288. Additional information can be found on ourwebsite at https://www.gentingmalaysia.com/. Our website and the information contained on or accessiblethrough that site, are not incorporated into, and are not a part of, this offering circular.

The Issuer, GENM Capital Labuan Limited, is our wholly-owned subsidiary and was incorporated inLabuan, Malaysia under the Labuan Companies Act, 1990 with company no. LL17315. Its registered officeaddress is Brumby Centre, Lot 42, Jalan Muhibbah, 87000, Federal Territory of Labuan, Malaysia.

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THE OFFERING

The following is a brief summary of some of the terms of this offering and of the Notes. This summary doesnot contain all of the information that may be important to you in making a decision to invest in the Notes.Certain of the terms and conditions described below are subject to important limitations and exceptions. Youshould carefully read the entire offering circular, including the financial statements and related notes and thesections entitled “Description of Notes,” “Risk Factors” and “Cautionary Note Regarding Forward-LookingStatements.”

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . GENM Capital Labuan Limited, a Malaysian corporation.

Notes Offered . . . . . . . . . . . . . . . . . . . $ aggregate principal amount of % senior unsecurednotes due .

Issue Price . . . . . . . . . . . . . . . . . . . . . .

Issue Date . . . . . . . . . . . . . . . . . . . . . . , 2021.

Maturity Date . . . . . . . . . . . . . . . . . . . , .

Interest Payment Dates . . . . . . . . . . . . . Interest will accrue on the Notes at a rate of % per annum andwill be payable semi-annually in arrears on and of eachyear, beginning on , 2021.

Guarantor . . . . . . . . . . . . . . . . . . . . . . Genting Malaysia Berhad, a Malaysian corporation.

Note Guarantee . . . . . . . . . . . . . . . . . . The Issuer’s obligations under the Notes will be fully andunconditionally guaranteed on a senior unsecured basis by GentingMalaysia Berhad.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be unsecured obligations. The Notes will rank seniorin right of payment to all future subordinated indebtedness of theIssuer, if any; pari passu in right of payment with all existing andfuture unsecured senior indebtedness of the Issuer; and effectivelyjunior to existing and future secured indebtedness of the Issuer, tothe extent of the value of the collateral securing such indebtedness.The Note Guarantee will be senior in right of payment to any futuresubordinated indebtedness of the Guarantor; pari passu in right ofpayment with all existing and future unsecured senior indebtednessof the Guarantor; and structurally junior to all existing and futureindebtedness of subsidiaries of the Guarantor.

Optional Redemption . . . . . . . . . . . . . . Prior to , (one month prior to the maturity date of theNotes), the Issuer may redeem all or a portion of the Notes at theredemption price of 100% of the principal amount of the Notesredeemed, plus a “make-whole” premium calculated as set forthunder “Description of Notes—Optional Redemption,” plus accruedand unpaid interest to, but not including, the redemption date. On orafter , , the Issuer may redeem all or a portion of theNotes at the redemption price of 100% of the principal amount ofthe Notes redeemed, plus accrued and unpaid interest to, but notincluding, the redemption date. See “Description of Notes—Optional Redemption.”

Regulatory Redemption . . . . . . . . . . . . The Notes may be subject to mandatory disposition or redemptionfollowing certain determinations by applicable gaming regulatoryauthorities. See “Description of Notes—Mandatory Disposition orRedemption Pursuant to Gaming Laws.”

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Change of Control Offer . . . . . . . . . . . . Upon the occurrence of a Change of Control Triggering Event (asdefined under “Description of Notes—Change of Control Offer”),the Issuer must offer to repurchase the Notes at a repurchase priceequal to 101% of the principal amount of the Notes repurchased,plus accrued and unpaid interest to, but not including, the repurchasedate. See “Description of Notes—Repurchase at the Option ofHolders—Change of Control.”

Tax Redemption . . . . . . . . . . . . . . . . . . The Issuer may redeem all but not less than all of the Notes, at aredemption price of 100% of the principal amount, plus accrued andunpaid interest and additional amounts, if any, to, but not including,the redemption date, if the Issuer becomes obligated to pay certainadditional amounts as a result of certain changes in specified taxlaws after , 2021. See “Description of Notes—Redemptionfor Tax Reasons.”

Additional Amounts . . . . . . . . . . . . . . . All payments made by or on behalf the Issuer or the Guarantorunder or with respect to the Notes or the Note Guarantee will bemade without withholding or deduction for taxes in any relevanttaxing jurisdiction unless required by law. If any such withholdingor deduction for taxes is required by law to be made with respect toany payment under the Notes or the Note Guarantee, subject tocertain exceptions, the Issuer or Guarantor, as applicable, will paythe additional amounts necessary so that the net amount received bythe beneficial owners of Notes after such withholding (including anywithholding or deduction with respect to the additional amounts) isnot less than the amount that such beneficial owners would havereceived in the absence of such withholding or deductions. See“Description of Notes—Additional Amounts.”

Certain Covenants . . . . . . . . . . . . . . . . The Indenture will contain certain covenants that, among otherthings, will limit our ability to:

• encumber our assets;

• merge or consolidate with another company;

• transfer or sell all or substantially all of our assets; and

• enter into sale leaseback transactions.

These covenants will be subject to a number of important exceptionsand qualifications. See “Description of Notes—Certain Covenants.”

Listing . . . . . . . . . . . . . . . . . . . . . . . . . Application has been made to (i) the SGX-ST for the listing andquotation of the Notes on the Official List of the SGX-ST and(ii) Bursa Malaysia for the listing on Bursa Malaysia (ExemptRegime). Neither SGX-ST nor Bursa Malaysia assumeresponsibility for the correctness of any of the statements made oropinions expressed or reports contained in this offering circular.Admission of the Notes to the Official List of the SGX-ST or BursaMalaysia (Exempt Regime) and quotation of the Notes on theOfficial List of the SGX-ST are not to be taken as an indication ofthe merits of the Issuer or the Notes. The Notes will be traded on theSGX-ST in a minimum board lot size of $200,000 for so long assuch notes are listed on the SGX-ST and the rules of the SGX-ST sorequire. This offering circular has not been and will not be

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registered as a prospectus with MAS. See “Plan of Distribution––Selling Restrictions.”

If and for as long as the Notes are listed on the SGX-ST and therules of the SGX-ST so require, in the event that book-entryinterests in the global notes are exchanged for certificated form, theIssuer will appoint and maintain a paying agent in Singapore wherethe Notes in certificated form may be presented or surrendered forpayment or redemption. The Issuer will announce through theSGX-ST any issue of notes in certificated form in exchange forbook-entry interests in the global notes, including in theannouncement all material information with respect to the deliveryof the Notes in certificated form, including details of the payingagent in Singapore.

Notice to Investors; No RegistrationRights . . . . . . . . . . . . . . . . . . . . . . . The Notes have not been registered and will not be registered under

the Securities Act or under any state securities laws, and the Notesare being offered and sold in the United States only to personsreasonably believed to be qualified institutional buyers in relianceon Rule 144A and to certain non-U.S. persons in transactionsoutside the United States in reliance on Regulation S under theSecurities Act. Prospective purchasers that are qualified institutionalbuyers are hereby notified that the seller of the Notes may be relyingon Rule 144A. The Notes are not transferable except in accordancewith the restrictions described under “Notice to Investors.”

Absence of an Established Market forthe Notes . . . . . . . . . . . . . . . . . . . . . The Notes will be a new class of securities for which there is

currently no market. Although the initial purchasers have informedus that they currently intend to make a market in the Notes, they arenot obligated to do so and may discontinue market-making activitiesat any time without notice. Accordingly, notwithstanding theapplication to list the Notes on Bursa Malaysia (Exempt Regime)and to list and quote the Notes on the SGX-ST, we cannot assureyou that a liquid market for the Notes will develop or be maintained.

Denominations . . . . . . . . . . . . . . . . . . . The Notes will be issued in minimum denominations of $200,000and integral multiples of $1,000 in excess thereof.

Trustee . . . . . . . . . . . . . . . . . . . . . . . . Citicorp International Limited.

Paying Agent, Transfer Agent andRegistrar . . . . . . . . . . . . . . . . . . . . . Citibank, N.A., London Branch.

Use of Proceeds . . . . . . . . . . . . . . . . . . We intend to provide the net proceeds from this offering to theGuarantor and/or its subsidiaries to refinance existing borrowingsand for capital (including investment) and working capitalrequirements. See “Use of Proceeds.”

Governing Law . . . . . . . . . . . . . . . . . . The Notes and the Indenture will be governed by, and construed inaccordance with, the laws of the State of New York.

Risk Factors . . . . . . . . . . . . . . . . . . . . . Investing in the Notes involves risks. You should refer to the sectionentitled “Risk Factors” beginning on page 19 of this offeringcircular for a discussion of the factors you should carefully considerbefore deciding to invest in the Notes.

Issuer Legal Entity Identifier . . . . . . . . . 254900DWSHIWTSE0YG58

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Guarantor Legal Entity Identifier . . . . . . 254900LABBWDEDUVRB07

Security Codes . . . . . . . . . . . . . . . . . . . Rule 144A Regulation S

CUSIP . . . . . . . . . . . . . . . . . . . . . . .

ISIN . . . . . . . . . . . . . . . . . . . . . . . .

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SUMMARY FINANCIAL AND OTHER INFORMATION

The following tables set forth the summary consolidated financial information of the Guarantor as at thedates and for the years indicated.

The summary consolidated financial information as at and for each of the years ended December 31, 2018,2019 and 2020 has been derived from the Guarantor’s audited consolidated financial statements as at and foreach of the years ended December 31, 2019 and 2020, which are included elsewhere in this offering circular.The information set out below should be read in conjunction with, and is qualified in its entirety by reference to,the Guarantor’s audited consolidated financial statements as at and for each of the years ended December 31,2018, 2019 and 2020, including the notes thereto.

The Guarantor has prepared its consolidated financial statements in accordance with MFRS, IFRS and therequirements of the Malaysian Companies Act 2016.

SUMMARY CONSOLIDATED INCOME STATEMENT

Year Ended December 31,

2018 2019 2020 2020(1)

RM RM RM US$(unaudited)

(in millions)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,927.6 10,406.9 4,528.8 1,127.4

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,265.4) (7,912.2) (4,629.8) (1,152.6)

Gross profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,662.2 2,494.7 (101.0) (25.2)

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483.8 562.4 185.5 46.2

Selling and distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . (208.9) (216.7) (97.2) (24.2)

Administration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (642.6) (783.2) (606.7) (151.0)

Reversal of previously recognized impairment losses . . . . . . . . . . . 27.1 13.6 — —

Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,969.9) (67.6) (590.7) (147.1)

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (223.6) (244.5) (323.5) (80.5)

Other gains/(losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 12.6 13.1 3.3

Profit/(Loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 151.8 1,771.3 (1,520.5) (378.5)

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155.8) (250.3) (331.9) (82.6)

Share of results in an associate . . . . . . . . . . . . . . . . . . . . . . . . . . . — (31.6) (285.1) (71.0)

(Loss)/profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) 1,489.4 (2,137.5) (532.1)

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82.3) (157.2) (224.0) (55.8)

(Loss)/profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (86.3) 1,332.2 (2,361.5) (587.9)

(1) Unaudited U.S. dollar translations are calculated using an exchange rate of RM4.0170 to US$1.00 whichwas the middle rate of exchange of the Ringgit Malaysia against the U.S. dollar as published by BankNegara Malaysia, the Central Bank of Malaysia, at noon on December 31, 2020 only for illustrativepurposes in this offering circular.

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SUMMARY CONSOLIDATED BALANCE SHEET INFORMATION

As at December 31,

2018 2019 2020 2020(1)

RM RM RM US$(unaudited)

(in millions)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,999.7 6,476.4 2,452.9 610.6

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108.5 123.3 121.4 30.2

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657.5 632.1 563.5 140.3

Amounts due from related companies . . . . . . . . . . . . . . . . . . . . . 5.0 1.7 28.3 7.0

Financial assets at fair value through profit or loss . . . . . . . . . . . . 407.8 776.7 362.6 90.3

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.9 52.4 29.2 7.3

9,279.4 8,062.6 3,557.9 885.7

Assets classified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . . 59.5 — 406.7 101.2

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,338.9 8,062.6 3,964.6 986.9

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,379.0 25,250.1 24,322.5 6,054.9

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,717.9 33,312.7 28,287.1 7,041.8

Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,736.5 2,978.4 2,437.2 606.7

Amount due to holding company . . . . . . . . . . . . . . . . . . . . . . . . . 25.4 19.9 12.9 3.2

Amounts due to related companies . . . . . . . . . . . . . . . . . . . . . . . 96.8 59.2 22.1 5.5

Amount due to an associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 20.0 16.7 4.1

Short term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477.6 1,524.0 319.3 79.5

Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 90.6 144.1 35.9

Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 2.2 4.2 1.0

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.7 33.1 20.0 5.0

3,369.8 4,727.4 2,976.5 740.9

Liabilities classified as held for sale . . . . . . . . . . . . . . . . . . . . . . . 13.6 — 1.2 0.3

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,383.4 4,727.4 2,977.7 741.2

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,381.2 10,415.3 10,808.8 2,690.8

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,764.6 15,142.7 13,786.5 3,432.0

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,717.9 33,312.7 28,287.1 7,041.8

(1) Unaudited U.S. dollar translations are calculated using an exchange rate of RM4.0170 to US$1.00 whichwas the middle rate of exchange of the Ringgit Malaysia against the U.S. dollar as published by BankNegara Malaysia, the Central Bank of Malaysia, at noon on December 31, 2020 only for illustrativepurposes in this offering circular.

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SUMMARY CONSOLIDATED CASH FLOW INFORMATION

Year ended December 31,

2018 2019 2020 2020(1)

RM RM RM US$(unaudited)

(in millions)

Cash generated from/(used in) operations . . . . . . . . . . . . . . . . . . . . 2,815.7 2,755.7 (354.9) (88.3)

Taxation paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (297.4) (182.3) (94.6) (23.6)

Taxation refund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.1 18.0 12.8 3.2

Retirement gratuities paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (14.2) (44.5) (11.1)

Onerous lease paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) — — —

Net cash generated from/(used in) operating activities . . . . . . . . . . . 2,610.5 2,577.2 (481.2) (119.8)

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . (1,821.2) (2,622.0) (1,280.9) (318.9)

Net cash generated from/(used in) financing activities . . . . . . . . . . . 1,199.1 (1,461.4) (2,245.7) (559.0)

Net movement in cash and cash equivalents . . . . . . . . . . . . . . . . . . 1,988.4 (1,506.2) (4,007.8) (997.7)

Cash and cash equivalents at the beginning of the year . . . . . . . . . . 5,996.6 7,999.7 6,476.4 1,612.2

Effects on currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.7 (17.1) (15.7) (3.9)

Cash and cash equivalents at the end of year . . . . . . . . . . . . . . . 7,999.7 6,476.4 2,452.9 610.6

(1) Unaudited U.S. dollar translations are calculated using an exchange rate of RM4.0170 to US$1.00 whichwas the middle rate of exchange of the Ringgit Malaysia against the U.S. dollar as published by BankNegara Malaysia, the Central Bank of Malaysia, at noon on December 31, 2020 only for illustrativepurposes in this offering circular.

OTHER FINANCIAL INFORMATION

Year ended December 31,

2018 2019 2020 2020(1)

RM RM RM US$(unaudited)

(in millions, except %)

Adjusted EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,872.8 2,641.4 350.3 87.2

Adjusted EBITDA margin(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.9% 25.4% 7.7% 7.7%

(1) Unaudited U.S. dollar translations are calculated using an exchange rate of RM4.0170 to US$1.00 whichwas the middle rate of exchange of the Ringgit Malaysia against the U.S. dollar as published by BankNegara Malaysia, the Central Bank of Malaysia, at noon on December 31, 2020 only for illustrativepurposes in this offering circular.

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(2) Adjusted EBITDA represents EBITDA plus/minus (i) pre-operating expenses, (ii) property, plant andequipment written off, (iii) net gain/(loss) on disposal of property, plant and equipment, (iv) impairmentlosses, (v) reversal of previously recognized impairment losses, (vi) gain on disposal of a subsidiary,(vii) redundancy costs and (viii) others. For additional information regarding the use of Adjusted EBITDA,see “Non-GAAP Financial Measures.” A reconciliation of Adjusted EBITDA to (loss)/profit before taxationfor the year, which is the most directly comparable financial measure calculated and presented inaccordance with MFRS, is provided below:

Year ended December 31,

2018 2019 2020 2020(a)

RM RM RM US$(unaudited)

(in millions)

(Loss)/Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) 1,489.4 (2,137.5) (532.1)

Depreciation and amortization(b) . . . . . . . . . . . . . . . . . . . . . . . . 954.8 1,070.6 1,118.7 278.5

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (299.0) (110.5) (83.5) (20.8)

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155.8 250.3 331.9 82.6

Share of results in an associate . . . . . . . . . . . . . . . . . . . . . . . . . — 31.6 285.1 71.0

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807.6 2,731.4 (485.3) (120.8)

Pre-operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.3 64.9 84.2 21.0

Property, plant and equipment written off . . . . . . . . . . . . . . . . . 22.3 23.0 19.2 4.8

Net (gain)/loss on disposal of property, plant and equipment . . . (1.0) 1.7 (0.9) (0.2)

Net gain on disposal of investment property . . . . . . . . . . . . . . . — (132.1) — —

Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,969.9 67.6 590.7 147.1

Reversal of previously recognised impairment losses . . . . . . . . . (27.1) (13.6) — —

Gain on disposal of a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . — (123.8) — —

Redundancy costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 146.6 36.4

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.2) 22.3 (4.2) (1.1)

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,872.8 2,641.4 350.3 87.2

(a) U.S. dollar translations are calculated using an exchange rate of RM4.0170 to US$1.00.

(b) Includes depreciation of property, plant and equipment and investment properties as well asamortization of intangible assets and right-of-use assets.

(3) Adjusted EBITDA margin is calculated by dividing adjusted EBITDA for the period by the revenue for theperiod.

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RISK FACTORS

A purchase of the Notes involves risks. Some of these risks are described below. These risks are notnecessarily presented in the order of importance. You should carefully consider these risks, as well as otherinformation contained in this offering circular, before deciding to purchase any of the Notes. Any of the followingrisks could materially and adversely affect our business, financial condition or results of operations. In addition,there may be risks and uncertainties not currently known to us or that we currently regard as immaterial basedon the information available to us that later prove to be material. These risks may adversely affect our business,financial condition and results of operations. In any such case, you may lose all or part of your originalinvestment in the Notes.

Risks Relating to our Business

The COVID-19 pandemic resulted in temporary closures of our properties for various periods and continuesto significantly restrict our operating capacity, hours of operations and other activities, and it has had amaterial adverse effect on our business, results of operations, financial condition and financial performance;as we work to increase our operating hours and capacity, we expect to continue to have to address COVID-related challenges.

The COVID-19 pandemic has significantly impacted health and economic conditions throughout Malaysiaand globally, and the preventive measures taken by governments worldwide have placed significant pressure onthe economies of countries in which we operate. The tourism, leisure & hospitality and gaming industries havebeen dramatically impacted by this unprecedented crisis. Primarily as a result of the COVID-19 pandemic, ourrevenue in 2020 was RM4,528.8 million, 56.5% lower than in 2019, and we recorded a loss for the year ofRM2,361.5 million, compared to a profit of RM1,332.2 million in 2019. The global spread of COVID-19 hasbeen, and continues to be, complex and rapidly evolving, with governments, public institutions and otherorganizations imposing or recommending, and businesses and individuals implementing, restrictions on variousactivities or other actions to combat its spread. The COVID-19 pandemic and its consequences have alsodramatically reduced travel and demand for casino gaming and related amenities. As a result of COVID-19, mostof our core properties in Malaysia, the United Kingdom, the United States and the Bahamas, as well as many ofour other properties worldwide, had to temporarily close last year. As of the date of this offering circular, thesecore properties, except for our properties in the United Kingdom, have recommenced operations subject tosignificant restrictions on operating capacity, hours of operations and other activities.

As COVID-19 vaccination programs are rolled out in various countries, including Malaysia, theUnited States and the United Kingdom, we are adapting to the easing of government-mandated controls. We facecontinued COVID-related risks, including whether we will be able to effectively adapt to changing operatingrestrictions and whether vaccinations and other efforts to contain the pandemic will be effective.

We cannot accurately predict the extent and timing of our full reopening or the levels of revenue on fullreopening, and whether any such levels will be sustainable or increase over time. As countries seek to reopentheir economies, government and health authorities may implement new or extend existing restrictions orrecommendations, further delaying our full reopening and interrupting our business. In addition, gamingregulators and governmental authorities in the various jurisdictions in which we operate have imposedrestrictions on our operations in order to reopen our casinos, which have resulted in reduced gaming offeringsarising from the reconfiguration of our gaming floors, limitations on the number of customers present in ourfacilities, implementation of additional health and safety measures and prohibitions of concerts, conventions orspecial events that would otherwise attract customers to our properties. We may also face liabilities andchallenges if we fail to comply with these new restrictions or if we are unable to ensure safe distancing withinour facilities, including liability as a result of governmental enforcement actions or any claims we receivealleging exposure to COVID-19 at our properties. While the restrictions and limitations noted above may berelaxed or rolled back if and when COVID-19 abates, closures or additional limitations may also be reinstated asthe pandemic continues to evolve.

Although governments are rolling out COVID-19 vaccination programs and many observers are predicting arebound in economic growth, substantial risks and uncertainties remain. For example, since the fall of 2020several genetic mutations of the virus that causes COVID-19 have been detected. These or other variants could

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prove to be more transmissible, more lethal or more resistant to vaccines than did the original virus. Furthermore,the vaccination programs may be less successful than anticipated, including as a result of widespread reluctanceto vaccination, which has already been seen in some countries, or unforeseen difficulties in producing anddelivering the billions of doses that are expected to be required. The continued development of the COVID-19pandemic remains highly uncertain and could fail to develop positively as a result of these or other factors.

The extent of the continuing and future effects of the COVID-19 pandemic on our business, results ofoperations, financial condition and cash flows is highly uncertain and will depend on numerous evolving factorsthat we may not be able to accurately predict or assess, including the timing and extent of the full reopening ofour properties; the willingness of our customers to return to our properties as a result of economic conditions orotherwise; and the general success of global efforts to address the pandemic, including distribution andeffectiveness of vaccines and treatments; and how quickly economies, travel activity and demand for gaming,entertainment and leisure activities recover if and when COVID-19 subsides. The COVID-19 pandemic’s impactmay also have the effect of exacerbating many of the other risks described in this offering circular, such as thoserelating to our need to generate sufficient cash flows to service our indebtedness and our ability to comply withthe covenants contained in the agreements that govern our indebtedness. For example, we had to obtain creditorwaivers for non-compliance with certain financial covenant ratios under some of our loan agreements in 2020. Asa result of the foregoing, we cannot predict the ultimate scope, duration and impact of the COVID-19 pandemic,which may continue to have a material adverse effect on our business, results of operations, financial conditionand financial performance for an extended period of time.

We have undertaken and plan to continue to take aggressive actions to reduce costs, improve efficiencies anddispose of certain non-core assets to mitigate losses as a result of the COVID-19 pandemic, which actions maybe ineffective and could negatively impact guest loyalty and our ability to attract and retain employees.

We own and operate various resorts and casinos, primarily in Malaysia, the United States and theUnited Kingdom. As a result of temporary COVID-related closures, the subsequent reopenings under operatinghour and capacity limits and the continued uncertainty regarding the duration and severity of COVID-19, wehave taken steps to reduce operating costs and improve efficiencies, including furloughing employees,restructuring and right-sizing our workforce, deferring non-essential capital expenditure and significantlyreducing discretionary expenses. We also formulated a plan to dispose of certain non-core assets in the thirdquarter of 2021. However, there can be no guarantee that these steps will be sufficient to offset or mitigate lossesrelated to COVID-19.

The steps we have taken to reduce costs, and further changes we may make, may negatively impact guestloyalty or our ability to attract and retain employees, and our reputation may suffer as a result. We may also facedemands or requests from labor unions that represent our employees for additional compensation, healthcarebenefits or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputesor disruptions as we continue to implement our COVID-19 mitigation plans.

Rising operating and other costs at the Resorts and our other properties could have a negative impact on ourbusiness.

The operating expenses associated with the Resorts and our other properties could increase due to, amongother reasons, the following factors:

• changes in national, federal, state or local regulations, including state and local gaming regulations ortaxes, or the way such regulations are administered, could impose additional restrictions or increase ouroperating costs;

• COVID-related expenses incurred to comply with COVID-19 reopening plans in the jurisdictions inwhich we operate, including, but not limited to, additional operating costs due to health and hygiene,sanitation and social distancing requirements or other reopening protocols aimed to counteract potentialoutbreaks;

• aggressive marketing and promotional campaigns by our competitors for an extended period of timecould force us to increase our expenditures for marketing and promotional campaigns in order to maintainour existing customer base and attract new customers;

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• as our properties age, we may need to increase our expenditures for repairs and maintenance, and replaceequipment necessary to operate our business compared to amounts that we have spent historically;

• any additional costs imposed on us from vendors;

• increases in the prices of electricity, natural gas and other forms of energy, given our status as a largeconsumer of electricity and other energy;

• availability and costs associated with insurance; and

• increases in costs of labor and employee benefits, including due to potential further unionization of ouremployees.

If our operating expenses increase without any offsetting increase in our revenues, our business, financialcondition and results of operations could be materially adversely affected.

Failure to remain competitive may materially and adversely affect our business, financial condition andresults of operations.

The hotel, resort and gaming industries have traditionally been very competitive. We face competition fromsimilar businesses in the countries and regions where we operate and beyond, as well as from othernon-traditional sources of gambling such as internet betting and other technology-based gaming operators, cruiseships that offer gaming services and other leisure facility operators.

The opening of new casinos in our markets or future legalization of casino gambling in new markets such asJapan, Taiwan or Thailand would further increase competition. The GENUK casinos and RWNYC face strongcompetition from existing casino operators within the United Kingdom and the United States, respectively, andfrom abroad, as well as from other non-traditional sources of gambling. In addition, with the emergences ofonline gambling, both legal and illegal, consumers have easier access to online gambling platforms, which maynot be bound by restriction such as age limits. Online gambling may affect the demand for physical casinos. In abroader sense, our gaming operations face competition from all manner of leisure and entertainment activities,including shopping, athletic events, television and movies, concerts and travel. If our competitors operate moresuccessfully, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operatingadvantages due to differences or changes in gaming regulations or taxes or if additional hotels and casinos areestablished in and around the locations in which we conduct business, we may lose market share or the ability toattract or retain our employees.

In addition, changes in restrictive gaming regulations in various countries could result in the addition of newgaming establishments and resorts located closer to certain of our customers than our own casinos and resorts. Inthe Asia Pacific region, a number of countries, such as Vietnam and Cambodia, have legalized casino gaming,and other countries may in the future legalize casino gaming. In addition, some of our gaming operations arelocated in countries which have generally granted a limited number of gaming licenses or concessions. Forexample, RW Genting holds the only casino license granted by the government of Malaysia to operate a land-based casino. If the relevant authorities in these countries were to grant additional licenses or concessions andthereby allow additional competitors to enter our existing markets, competition would increase in these markets.

There can be no assurance that we will be able to successfully secure new gaming licenses in newjurisdictions, or generally remain competitive in our existing markets, failing which the proliferation of gamingvenues and non-traditional sources of gambling in the countries and regions in which we operate could have amaterial adverse effect on our business, financial condition and results of operations.

We face risks relating to the health and safety of our staff, contractors and guests in our theme parks andpublic facilities.

As operators of casinos, theme parks and other public facilities, we host many visitors every day. Thesevisitors could encounter various risks to their safety. While periodic safety checks are conducted and selectedattractions in our facilities are closed in the event of adverse weather or other conditions, it is possible that a staffmember, a contractor or a member of the public may suffer a serious injury or fatality connected to our facilitiesshould there be mechanical or technical malfunctions or otherwise. Any such incident could lead to potential

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criminal and civil liability and could have a material adverse effect on our reputation, financial condition andresults of operations.

The evolution of technology in the gaming industry or other technological conditions could impose additionalcosts on us.

We rely on a variety of hardware and software products to maximize revenue and efficiency in ouroperations. Technology in the gaming industry is developing rapidly, and we may need to invest substantialamounts to acquire the most current gaming and hotel technology and equipment in order to remain competitivein the markets in which we operate. In addition, we may not be able to successfully implement and/or maintainany acquired technology.

Our business depends on a strong brand, and if we are not able to build, maintain and enhance our brand, ourability to expand our market will be impaired, and our business, operating results, financial condition andfinancial performance will be harmed.

We have entered into agreements with our parent company, Genting Berhad, and its affiliates granting usthe right to use the name and accompanying logos of “Genting” and “Resorts World.” We consider the “Genting”and “Resorts World” brand names under which we market our facilities, properties and services to be importantto our business since they have the effect of developing brand identification. We rely on a combination oftrademarks, service marks and domain name registrations, common law copyright protection and contractualrestrictions to establish and protect our brand names and logos and maintain our proprietary rights for ourbusiness operations. There can be no assurance that the steps taken by us or our affiliates will adequately protectour intellectual property rights. We believe that the name recognition, reputation and image that we havedeveloped attract patrons to our facilities and properties, particularly as it relates to our loyalty rewards program.Building, maintaining and enhancing our brand may require us to make substantial investments and theseinvestments may not be successful. If we fail to promote and maintain our brand, or if we incur excessiveexpenses in this effort, our business, results of operations and financial condition and financial performance maybe materially adversely affected. We anticipate that, as our markets become increasingly competitive,maintaining and enhancing our brand may become increasingly difficult and expensive.

Our business is subject to intellectual property rights risks.

While we are not aware of any instances in which any of our systems, processes or trademarks haveinfringed any intellectual property rights of third parties, no assurance can be given that a third party will notinitiate or pursue any action that could ultimately give those third parties a right of action against us or any of oursubsidiaries in the future, or terminate arrangements granting us certain intellectual property rights. For example,under a Memorandum of Agreement dated June 1, 2013, as amended (the “MOA”) entered into between us andTwentieth Century Fox Licensing & Merchandising, a division of Fox Entertainment Group, Inc., we weregranted a license to utilize certain intellectual property rights associated with Fox theatrical motion pictures inconnection with the design, development, construction and operation of what was to be called the TwentiethCentury World theme park under the Genting Integrated Tourism Plan (“GITP”). In response to a notice oftermination of the MOA and claims of approximately $46.2 million in accelerated payments, we filed inNovember 2018 legal proceedings in the State of California, United States, against Fox Entertainment Group,LLC, Twentieth Century Fox Film Corporation, FoxNext, LLC (collectively, “Fox”), Twenty First Century Fox,Inc. (“21CF”) and The Walt Disney Company (“Disney” and, together with Fox and 21CF, the “Defendants”).Among others, we pursued a cause of action against Fox for breach of contract, and breach of the impliedcovenant of good faith and fair dealing. We also pursued a cause of action against Disney and 21CF for inducingbreach of contract and for interference with contract. We sought for full enforcement of our rights under theMOA and claimed for the cost of our investment and consequential and punitive damages exceeding $1.0 billionand such other reliefs to be determined by the court. On January 22, 2019, the Defendants filed answers to ourlawsuit and simultaneously filed a counterclaim against us, claiming a monetary sum of approximately$46.4 million with respect to annual license fees, guarantee amounts and royalties and travel reimbursementspursuant to the MOA, as well as consequential damages, reasonable costs and other relief under applicable law.Subsequently, we entered into a settlement agreement with the Defendants fully resolving our MOA disputesagainst each other and agreeing to dismiss all claims and counterclaims between us and the Defendants in thethen pending legal action. As part of the settlement terms, we and the Defendants entered into a Restated

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Memorandum of Agreement, dated July 25, 2019, granting us a license to use certain intellectual properties ofFox.

In addition, no assurance can be given that third parties will not initiate litigation against us or any of oursubsidiaries for any alleged infringement of their intellectual property rights. Any claims or litigation, regardlessof their merit, could result in diversion of our resources and such claims or litigation may materially andadversely affect our business, operating results and financial position.

Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as aresult of global, Malaysian and local economic conditions.

Consumer demand for resort casinos, trade shows and conventions and for the type of luxury amenities thatwe offer is particularly sensitive to changes in the global economy, which adversely impact discretionaryspending on leisure activities. Changes in discretionary consumer spending or consumer preferences broughtabout by factors such as perceived or actual general global economic conditions, high unemployment, weaknessin housing or oil markets, perceived or actual changes in disposable consumer income and wealth, an economicrecession (whether driven by the ongoing COVID-19 pandemic or otherwise) and changes in consumerconfidence in the global economy, fears of war and future acts of terrorism or epidemics or other widespreadillnesses, such as COVID-19, have in the past, have at present and could in the future reduce patron demand forthe luxury amenities and leisure activities we offer, and may have a material adverse impact on our operatingresults.

The loss or a reduction in the play of our most significant patrons could have a material adverse effect onour business, financial condition, results of operations and cash flows. A downturn in economic conditions couldcause a reduction in the frequency of visits by, and revenue generated from, these patrons. When the Malaysianeconomy experiences recessionary conditions (including the current conditions related to COVID-19 orotherwise), or when any of the relevant regional or local economies in which we operate suffers a downturn, wemay experience a material adverse effect on our business, results of operations and financial condition.

Failure to anticipate the preferences of consumers and react to those trends may negatively impact ouroperating results.

We may not anticipate or react promptly or adequately to any significant changes in customer preferences,such as the emergence of popular gaming options provided by our competitors, resort amenities supplied by ourcompetitors, reduced travel activity or demand for non-gaming offerings. Our success depends in part on ourability to anticipate the preferences of consumers and react to those trends and any failure to do so maynegatively impact our operating results.

We depend on our senior management, skilled employees and key personnel, and the loss of their serviceswould adversely affect our operations and business strategy.

The operation of our businesses requires qualified executives, managers and skilled employees with gamingand hospitality experience and qualifications to enable such individuals to obtain and maintain the requisitelicenses and approvals from the relevant regulatory authorities. Many of the casino personnel occupy sensitivepositions requiring qualifications sufficient to meet gaming regulatory and other requirements (including “fit andproper” qualifications) or will be required to acquire other skills for which substantial training and experiencemay be needed. If we are unable to maintain our key personnel and attract new skilled employees with highlevels of expertise in the gaming areas in which we engage and propose to engage, or if we are unable to do sowithout unreasonably increasing our labor costs, the execution of our business strategy may be hindered and ourgrowth limited. We believe that our success is largely dependent on the continued employment of our executivemanagement and the hiring of strategic personnel at reasonable costs. Competition for skilled employees andqualified executives is intense, and we can give no assurance that we would be able to hire a qualifiedreplacement with the required level of experience and expertise for any current members of our seniormanagement, if required to do so. Accordingly, if any of our current key executives were unable or unwilling tocontinue in his or her present position, or we were unable to attract a sufficient number of qualified employees atreasonable rates, our business, results of operations and financial condition would be materially adverselyimpacted. Additionally, recruiting and hiring a replacement for any skilled employees or executive managementposition could divert the attention of other senior management and increase our operating expenses.

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We also place substantial reliance on the gaming, project development and hospitality industry experienceand knowledge of the gaming market possessed by our senior management teams. We depend on their continuedservices and contributions for the successful operation of our businesses and implementation of business strategy.Our success is to a large extent attributable to the strategy and vision of our senior management team led by TanSri Lim Kok Thay, our Deputy Chairman and Chief Executive, who has been instrumental in setting the businessdirection and leading our growth. There is no assurance that we will be able to retain our senior managementpersonnel or secure suitable replacements in the event of a loss of such senior management personnel, whichcould have a material adverse effect on our business, prospects, financial condition and results of operations.

A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages, laborproblems and unexpected shutdowns may limit our operational flexibility and negatively impact our futureprofits.

A significant portion of our workforce is represented by labor unions, and we could incur additional costs orexperience work stoppages as a result of the renegotiation of the relevant labor contracts. A prolonged disputewith the covered employees or any labor unrest, strikes or other business interruptions in connection with labornegotiations or others could have an adverse effect on our operations. Further, adverse publicity in themarketplace related to union messaging could further harm our reputation and reduce customer demand for ourservices. Also, wage and/or benefit increases resulting from new labor agreements may be significant and couldalso have an adverse effect on our results of operations.

The addition of new or changes to the existing collective bargaining agreements could cause significantincreases in labor costs, which could have a material adverse effect on our businesses, financial condition andresults of operations. In addition, the unions with which we have collective bargaining agreements or otherunions could seek to organize groups of employees who are not currently represented by unions. Unionorganization efforts could cause disruptions in our businesses and result in significant costs. We cannot predictwhat level of success unions may have in further organizing this workforce or the potentially negative impact itwould have on our operations. Any unexpected shutdown of our operations from a work stoppage or strike actioncould have a material adverse effect on our business, results of operations, financial condition and financialperformance. Moreover, strikes, work stoppages or other job actions could also result in adverse media attentionor otherwise discourage patrons, including convention and meeting groups, from visiting the Resorts. We cannotassure you that we can be adequately prepared for labor developments that may lead to a temporary or permanentshutdown of any of our Resorts.

Volatile gaming revenues may adversely impact our financial condition and results of operations.

Our main source of revenue is our casino operations. The gaming industry is characterized by an element ofchance. In addition to the element of chance, win rates are also affected by other factors, including players’ skilland experience, the mix of games played, the financial resources of players, the spread of table limits, the volumeof bets played, the amount of time played and undiscovered acts of fraud or cheating. Our gross gaming revenuesare mainly derived from the difference between our casino winnings and the casino winnings of our gamingpatrons. Since there is an inherent element of chance in the gaming industry, we do not have full control over ourwinnings or the winnings of our gaming patrons.

In addition, premium gaming is more volatile than other forms of gaming, and variances in win-loss resultsattributable to high-end gaming may have a positive or negative impact on our cash flow and earnings.Furthermore, economic downturns in countries where high-end gaming customers reside could result in reducedvisits to our gaming facilities and hence reduce the revenues generated from such visits, which could adverselyimpact our operating results.

The gaming industry is sensitive to public acceptance of gambling as an acceptable leisure activity. Therecan be no assurance that public attitudes toward gambling will not shift. Depending on socio-demographicalchanges over time, public perceptions may change in such a way that may lead to a shift in attitude towardsgambling. In the event that the public experiences an unfavorable shift in attitude towards gambling, a decline inthe public acceptance of gambling in the markets in which we operate may lead to unfavorable regulation orreduced casino patronage, and could materially and adversely impact our financial condition and results ofoperations.

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We often extend credit, and we may not be able to collect gaming receivables from our credit players, or creditplay may decrease.

We conduct our gaming activities on a credit basis in the United States. The casino credit we extend isgenerally unsecured and due on demand. We typically extend casino credit to those patrons whose level of playand financial resources, in our opinion, warrant such an extension. The collectability of receivables frominternational patrons could be negatively affected by future business or economic trends or by significant eventsin the United States or the countries in which these patrons reside.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a“marker,” are enforceable under the current laws of New York, and judgments on these gaming debts areenforceable in all states of the United States under the Full Faith and Credit Clause of the United StatesConstitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is againstpublic policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in theUnited States of foreign debtors may be used to satisfy a judgment, judgments on gaming debts fromUnited States courts may not be binding in the courts of many foreign nations. There is no assurance that we willbe able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce them. Changes ineconomic conditions, including those resulting from the COVID-19 outbreak, may make it more difficult toassess creditworthiness or to collect the full amount of any gaming debt owed to us. Our inability to collectgaming debts could have a significant negative impact on our operating results.

We face the risk of fraud, cheating, and money laundering activities.

Our gaming patrons may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud orcheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees.Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff,floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely mannercould result in losses in our gaming operations. In addition, negative publicity related to such schemes couldhave an adverse effect on our reputation, potentially causing a material adverse effect on our business, results ofoperations, financial condition and financial performance.

In addition, money laundering is another risk faced by the gaming industry. We deal with significantamounts of cash in our gaming operations and we are subject to various reporting and anti-money launderingregulations. While we have procedures and controls in place to address money laundering risks, such as obtainingsuitable documents to identify customers and monitoring transactions, it is possible that third parties may attemptto carry out money laundering transactions that we may not be able to detect or prevent. Any incidents oraccusations of, or regulatory investigations into, money laundering activities involving us, our employees, agents,affiliates or customers could have a material adverse effect on our reputation and business, and may subject us topenalties, sanctions or adverse disciplinary actions regarding our gaming licenses.

Negative conditions affecting the lodging industry may have an adverse effect on our revenues and cash flows.

We depend on revenues generated from our hotels, together with revenues generated from other portions ofour facilities, to meet our financial obligations and fund our operations. Revenues generated from our hotels areprimarily subject to conditions affecting our gaming operations, but are also subject to the lodging industry ingeneral, and as a result, our financial performance and cash flows may be affected not only by the conditions inthe gaming industry, but also by those in the lodging industry. Some of these conditions are as follows:

• changes in the local, regional or national economic climate, including economic recessions related toCOVID-19 or otherwise;

• changes in local conditions such as over-supply of hotel properties;

• decreases in the level of demand for hotel rooms and related services;

• diminished attractiveness of our hotels to patrons;

• decreased travel due to government restrictions or other factors;

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• public health concerns affecting public accommodations or travel generally or regionally, such as theCOVID-19 outbreak; and

• changes in room rates and increases in operating costs due to inflation and other factors.

Any of these conditions could adversely affect our hotel revenues and results of operations.

Instability and volatility in the financial markets could have a negative impact on our ability to raiseadditional capital to expand our businesses.

We may need to raise additional capital or incur additional indebtedness to finance our plans for growth.Instability and volatility in the financial markets caused by the ongoing COVID-19 pandemic, general economicconditions or otherwise may impede our ability to raise capital in the public or private credit or equity markets tofund our business strategy on terms we believe to be reasonable, if at all. Moreover, we may be unable to raisecapital on terms acceptable to us. An inability to obtain the capital we need to finance our growth plans mayadversely affect our business, results of operations, financial condition and financial performance.

We may be subject to environmental liability as a result of unknown environmental hazards.

We are subject to various national, federal, state and local environmental laws and regulations that governour operations, including emissions and discharges into the environment, and the storage, handling and disposalof hazardous and non-hazardous substances and wastes. Failure to comply with such laws and regulations couldresult in regulatory fines, legal fees and costs for remediation, which could have a material adverse effect on ourbusiness, financial condition and results of operations.

Our facilities and operations are subject to national, federal, state and local laws, rules and regulationsrelating to the protection of the environment and human health and safety, including those relating to airemissions, occupational health and safety, waste regulation, water discharges and remediation of contamination.These laws and regulations require us to obtain, maintain and renew environmental operating or constructionpermits, licenses or approvals, as applicable. Failure to comply with such laws, rules and regulations or anyliabilities or claims arising under such laws, rules or regulations could require us to incur potentially significantcosts or sanctions, including fines, penalties, capital expenditures or cessation of operations, or otherwiseadversely affect our business, financial condition and results of operations. Similarly, our failure to comply withlaws, rules and regulations relating to the protection of the environment and human health and safety applicableto our business in our various jurisdictions of operation may also adversely affect our business, financialcondition and results of operations.

Our information technology and other systems are subject to cybersecurity risk including misappropriation ofpatron information or other breaches of information security.

We rely on information technology and other systems to maintain and transmit our patrons’ personal and/orfinancial information, credit card information, mailing lists and other information. Cyber attacks, includingthrough the use of malware, computer viruses, dedicated denial of services attacks, credential harvesting, socialengineering, phishing scams and other means for obtaining unauthorized access to or disrupting the operation ofour networks and systems and those of our suppliers, vendors and other service providers, could have an adverseeffect on our business.

We have taken steps designed to safeguard our patrons’ personal and financial information and haveimplemented systems designed to meet all requirements of the payment card industry standards for dataprotection. However, our information and processes are subject to the ever-changing threat of compromisedsecurity, in the form of a risk of potential breach, system failure, computer virus or unauthorized or fraudulentaccess or use by unauthorized individuals.

Cyber attacks may cause equipment failures, loss of information, including sensitive personal information ofpatrons or employees or valuable technical and marketing information, as well as disruptions to our operations.Cyber attacks against companies have increased in frequency, scope and potential harm in recent years. Further,the perpetrators of cyber attacks are not restricted to particular groups or persons. These attacks may be

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committed by company employees or external actors operating in any geography, including jurisdictions wherelaw enforcement measures to address such attacks are unavailable or ineffective, and may even be launched by orat the behest of nation states. Cyber attacks may occur alone or in conjunction with physical attacks, especiallywhere disruption of service is an objective of the attacker.

Notwithstanding that we have invested in and deployed security systems and developed processes that aredesigned to protect all our patrons’ personal and financial information, prevent data loss and reduce the impact ofany security breach, such measures cannot provide absolute security. Our information and processes are subjectto the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure,computer virus, phishing or unauthorized or fraudulent access or use by unauthorized individuals. Additionally,due to the COVID-19 pandemic, many of our employees are primarily working remotely, which may render usmore vulnerable to cyber attacks and increase the risk of material cybersecurity incidents, including phishing andmalware attempts disguised as news relating to COVID-19, updates on official guidance and other COVID-related strategies. Such cyber attacks and incidents could result in the loss of proprietary or personal data, renderus even more vulnerable to future cyber attacks, disrupt our operations or otherwise cause reputational orfinancial harm.

While, to date, we have not been subject to cyber attacks that, individually or in the aggregate, have beenmaterial to our operations or financial condition, the preventive actions we take to reduce the risks associatedwith cyber attacks, including protection of our systems and networks, may be insufficient to repel or mitigate theeffects of a major cyber attack in the future. The steps we take to deter and mitigate these risks may not besuccessful, and any resulting compromise or loss of data or systems could adversely impact our operations orregulatory compliance and result in remedial expenses, fines, litigation and loss of reputation, potentiallyimpacting our financial results.

A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-partyservice provider could have an adverse effect on our reputation, cause a material disruption to our operations, andresult in remediation expenses, regulatory penalties and litigation by customers and other parties whoseinformation was subject to such attacks, all of which could have a material adverse effect on our business, resultsof operations and cash flows.

Our operations are, to a significant degree, dependent on computerized resort and casino managementsystems, and we are exposed to risks of computer virus attacks, industrial espionage, hacking and fraud. Whilewe believe that we have taken reasonable efforts to minimize potential security breaches by implementingsecurity systems and contingency plans such as restricting access to server rooms to authorized personnel only,routing of network traffic through alternative telecommunications network exchanges, monitoring of server andnetwork activities, data back-ups and the installation of network security systems, software certificates andpasswords, no assurance can be given that these measures will be able to withstand all virus attacks, industrialespionage or computer fraud perpetrated by third parties, and any such events may materially and adverselyaffect our business, financial condition and results of operations.

The failure to maintain the integrity of our computer systems and customer information could result indamage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our useof data.

We collect and process information relating to our employees, guests, and others for various businesspurposes, including marketing and promotional purposes. The collection and use of personal data are governedby privacy laws and regulations enacted by various jurisdictions. Privacy laws and regulations continue to evolveand on occasion may be inconsistent between jurisdictions. Various national, federal, state and foreign legislativeor regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, dataretention, data transfer, and data protection. For example, the European Union adopted a data protectionregulation known as the General Data Protection Regulation, which became fully enforceable in May 2018, thatincludes operational and compliance requirements with significant penalties for non-compliance. In addition,California enacted a new privacy law, the California Consumer Privacy Act of 2018, which took effect in 2020and provides some of the strongest privacy requirements in the United States. In November 2020, Californiavoters passed Proposition 24, a/k/a the California Privacy Rights Act (“CPRA”), which provides additionalprivacy rights and imposes compliance obligations and litigations risks, effective January 1, 2023. The CPRA

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creates a new privacy agency for California, which may lead to an increase in enforcement activity againstcovered businesses once enforcement responsibilities are transferred from the Office of the Attorney General.Furthermore, as a regulated gaming company, we are subject to additional requirements regarding visitor data. InMalaysia, data protection of individual in commercial transaction is governed under the Personal Data ProtectionAct 2010 which came into force in 2013, which includes operational and compliance requirements withsignificant penalties for non-compliance.

We rely on proprietary and commercially available systems, software, and tools to provide security forprocessing of customer and employee information, such as payment card and other confidential or proprietaryinformation. Our data security measures are reviewed and evaluated regularly; however, they might not protectus against increasingly sophisticated and aggressive threats including, computer malware, viruses, hacking andphishing attacks by third parties. In addition, while we maintain cyber risk insurance to assist in the cost ofrecovery from a significant cyber event, such coverage may not be sufficient.

Compliance with applicable privacy laws and regulations may increase our operating costs and/or adverselyimpact our ability to market our products, properties and services to our guests. In addition, non-compliance withapplicable privacy laws and regulations by us (or in some circumstances non-compliance by third partiesengaged by us), including accidental loss, inadvertent disclosure, unapproved dissemination or a breach ofsecurity on systems storing our data may result in damage to our reputation and/or subject us to fines, payment ofdamages, lawsuits or restrictions on our use or transfer of data.

The interests of our shareholders may differ from your interests.

Genting Berhad, an investment holding and management company incorporated in Malaysia, is our ultimateparent company. As of March 15, 2021, Parkview Management Sdn Bhd (“Parkview”), as trustee of adiscretionary trust, through its indirect wholly owned companies, namely Kien Huat Realty Sdn Berhad(“KHRSB”) and Inverway Sdn Bhd, owned 43.0% of Genting Berhad’s ordinary shares. These shares areultimately held by Parkview as trustee of a discretionary trust, the beneficiaries of which are Tan Sri Lim KokThay (Genting Berhad’s Chairman, Chief Executive and Non-Independent Executive Director and our DeputyChairman, Chief Executive and Non-Independent Executive Director), his son Lim Keong Hui (GentingBerhad’s Deputy Chief Executive and Executive Director and our Deputy Chief Executive and Non-IndependentExecutive Director), and certain other family members. Tan Sri Lim Kok Thay, Lim Keong Hui and Parkview, astrustee of the discretionary trust, are the major shareholders of Genting Berhad (and consequently us) and,subject to the Malaysian stock exchange rules and relevant laws, have the ability to directly and indirectly exertsignificant influence over certain aspects of our business and affairs through their positions in our company andthrough the election of directors and vote on corporate actions requiring shareholder approval. This concentrationof ownership could also deter a change in control in us and make the approval of some transactions difficultwithout the support of Tan Sri Lim Kok Thay, Lim Keong Hui and Parkview. The relationship between Tan SriLim Kok Thay, Lim Keong Hui, Parkview and Genting Berhad may give rise to conflicts of interest with respectto, among other things, transactions and agreements among other entities controlled by Parkview, Tan Sri LimKok Thay, Lim Keong Hui and us, issuances of additional securities and the election of directors. To the extentthe interests of Tan Sri Lim Kok Thay, Lim Keong Hui and Parkview diverge from our interests, they mayexercise their substantial influence over us in favor of their own interests over our interests. Similarly, theinterests of Tan Sri Lim Kok Thay, Lim Keong Hui and Parkview may differ from or conflict with your interestsas a holder of the Notes.

Various entities held by or under the control of the Chairman and Chief Executive of Genting Berhad and hisfamily members operate in the same industries and may in certain instances compete against us for customersand business.

Genting Berhad (our major shareholder), through its subsidiaries, owns and operates Resorts World Sentosa,a 49-hectare integrated entertainment and casino resort in Singapore. One of its subsidiaries is also currentlyconstructing, and will own and operate, RW Las Vegas, a casino and integrated resort on approximately 87 acreslocated on the northern end of the Las Vegas Strip in Clark County, Nevada. These facilities and other facilitiesowned or operated, directly or indirectly, by Genting Berhad might compete with us in the markets we operate.

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Further, Tan Sri Lim Kok Thay, Genting Berhad’s Chairman and Chief Executive, is also the Chairman andChief Executive Officer of Genting Hong Kong Limited, a company listed on the Main Board of The StockExchange of Hong Kong Limited and principally engaged in the business of cruise and cruise-related operations,shipyard operations, and leisure, entertainment and hospitality activities, and a director of Travellers InternationalHotel Group, Inc., which is an associate of Genting Hong Kong Limited and the developer and operator ofResorts World Manila, an integrated tourism resort in the Philippines. Tan Sri Lim Kok Thay is also a director ofGolden Hope Limited (“GHL”), which acts as trustee of the Golden Hope Unit Trust, a trust that is ultimatelyowned by a discretionary trust in which Tan Sri Lim Kok Thay, his son Mr. Lim Keong Hui, who is the DeputyChief Executive and Executive Director of Genting Berhad and certain other family members are beneficiaries.GHL, as trustee of the Golden Hope Unit Trust, holds directly 64.5% equity interest in Genting Hong KongLimited. Joondalup Limited, a company that is wholly owned by GHL as trustee of the Golden Hope Unit Trust,and of which Tan Sri Lim Kok Thay is a director, holds a 6.4% equity interest in Genting Hong Kong Limited;and Goldsfine Investment Ltd, an entity owned by Tan Sri Lim Kok Thay and his spouse, holds a 0.4% equityinterest in Genting Hong Kong Limited. Tan Sri Lim Kok Thay is also our Deputy Chairman, Chief Executiveand Non-Independent Executive Director and Mr. Lim Keong Hui is our Deputy Chief Executive andNon-Independent Executive Director. Various companies within the Genting Group, therefore compete forcustomers and business with entities held by or under the control of Tan Sri Lim Kok Thay and/orMr. Lim Keong Hui and Tan Sri Lim Kok Thay’s family members, which may result in conflicts of interest thatcould materially and adversely affect our business, performance, prospects, value, financial condition, and resultsof operations.

We operate internationally, which makes us susceptible to changes in global political, economic,environmental and social conditions.

Adverse developments in the economic, political and social conditions in Malaysia, the United Kingdom,the United States and other international markets in which we operate could materially and adversely affect ourbusiness and financial performance as well as our growth plans. Such developments include risks of war, acts ofterrorism, security alerts, military conflicts, changes in political leadership, expropriation, nationalization, globalor local economic downturn and adverse changes in government policies such as imposition of exchange control,interest rate hikes and increases in taxation. In addition, any outbreak of infectious diseases or resurgence inthese outbreaks, such as COVID-19, or fears concerning such outbreaks, may adversely impact air travel to, andleisure-related spending at, our leisure and hospitality resorts. These political, economic and social uncertaintiesmay materially and adversely impact our business, financial condition and results of operations.

Furthermore, extreme weather conditions may cause property damage or interrupt business. For example,the main access to RW Genting is a dual-carriage road, and any prolonged road closure arising from anysignificant landslide or other events damaging the main access road would adversely affect the number of touristsgoing to RW Genting. We cannot predict the extent to which disruptions in air or other forms of travel as a resultof terrorist acts, outbreak of hostilities, civil unrest, escalation of wars, natural disasters, major accidents,outbreaks of disease or other factors could materially and adversely affect our business, financial condition andresults of operations.

We may not be able to successfully undertake or implement economically desirable expansion projects due tobusiness, economic, regulatory, competitive and political uncertainties beyond our control.

We have made acquisitions, or bid for new licenses to own and/or operate gaming facilities, and our strategyincludes pursuing acquisitions or bidding for new licenses in new jurisdictions to grow our business or tocomplement our existing operations. We expend significant time and resources both before and after eachexpansion on integration issues, including negotiating terms of internal restructuring, training, providingknow-how and business support and creating new incentive structures for management and staff.

In addition, our ability to engage in new or pursue ongoing expansion projects will be subject to, amongother things, business, economic, regulatory, labor, competitive and political uncertainties beyond our control.Further, if undertaken, the success of new or ongoing expansion projects will be subject to a number of factorsincluding, without limitation, potential competing projects that could be more desirable because of lower costs,better location or facilities, project completion delays, increased project costs and our ability to obtain the

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requisite financing on accepted terms, permits, approvals, licenses and rights of way. Therefore, no assurance canbe given that new expansion or extension projects will be undertaken or, if undertaken, will be successful.

Investments made may also not be profitable or yield the desired returns. Actions we take to integrateacquired or newly established companies or businesses into the existing operations may also not be effective orcreate profitable businesses or generate desired synergies. Delays in integration or unresolved corporate cultureissues may divert our management’s attention and resources or delay or prevent revenue growth in our otherinvestments, which may thereby materially and adversely affect our business, prospects, financial condition andresults of operations.

In addition, certain projects are conducted through joint ventures or associated companies in which we holdminority interests. In certain cases, we may have limited influence and control over the behavior, performanceand cost of operations of the joint ventures and associated companies in which we hold an equity interest.Additionally, our partners may have economic or business interests or goals that are inconsistent with our goalsor may not be able to meet their financial or other obligations to the projects. These could impact the viability ofa given project, the financial condition and results of operations of these entities and, in turn, affect theimplementation of our business strategy and negatively impact the share of profits or losses we derive from ourinvestments in these companies.

Our business is subject to extensive regulation, and the cost of compliance or failure to comply with suchregulations may adversely affect our business, results of operations, financial condition and financialperformance.

Gaming is a highly regulated industry that is subject to extensive national, federal, state, provincial, and/orlocal laws, regulations and ordinances that are administered by the relevant regulatory agency or agencies in eachjurisdiction. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concernthe responsibilities, financial stability and character of the owners and managers of gaming operations as well aspersons financially interested or involved in gaming operations. They often require these parties to obtain certainlicenses, permits and approvals. In addition, some of the licenses that we and our subsidiaries, officers, directors,principal stockholders, financial sources and vendors hold expire after a relatively short period of time and thusrequire frequent renewals and reevaluations. For example, in Malaysia, in order to operate our casino and gamingactivities at RW Genting, we require a casino license issued under the Common Gaming Houses Act, 1953(Revised 1983) (the “Gaming Houses Act”). This license, which was originally issued to Genting Berhad in1971, was subsequently issued to us (formerly Resorts World Bhd) in 1989. The license is renewable on aquarterly basis. Since it was first issued by the Minister of Finance of Malaysia, the license has been renewedeach time it was up for renewal, but such renewal cannot be guaranteed. In the event our casino license is notrenewed or is terminated for any reason, we would not be able to operate our casino and gaming facilities inMalaysia and we would lose one of our key sources of revenue. Obtaining these licenses in the first place and therenewal process involves a subjective determination by the applicable regulatory agencies. We can provide noassurance that we will be able to continually renew all registrations, permits, approvals or licenses necessary toconduct our operations as intended.

The regulatory environment may change and any such change could have a material adverse effect on ourresults of operations. For example, recently the U.S. Department of Justice reversed a 2011 opinion that hadconcluded that the Wire Act of 1961 was limited to gaming relating to sports betting; the U.S. Department ofJustice concluded instead that certain of the Wire Act’s provisions apply also to other forms of wagering activity,which may cause material adverse effects if we were to broaden our online gaming offerings. If we or oursubsidiaries, financial sources or vendors do not obtain and maintain the required licenses, permits and approvals,we or such individuals or entities may be required to divest any interest in our current or future gaming facilitiesor our current gaming facilities risk losing their licenses. These laws, regulations and ordinances may also affectthe operations of our gaming facilities or our plans in pursuing future projects. Any adverse developments in theregulation of the gaming industry in the jurisdictions in which we operate could be difficult to comply with andcould significantly increase our costs, which could cause our operations to be unsuccessful.

Casino gaming is still a relatively new industry in New York, and many of the rules and regulationsgoverning casino gaming are still evolving and subject to interpretation. Under the Upstate New York Gamingand Economic Development Act (the “N.Y. Gaming Act”), the New York State Gaming Commission

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(“NYSGC”) has extensive authority to regulate gaming activities. The NYSGC also has the authority to interpretthe N.Y. Gaming Act, which has far-reaching effects on our business decisions. For example, the NYSGCdecides whether a gaming option available at our casino in New York constitutes a slot machine or table game,and that decision impacts the choices we make on laying out the gaming floor. Certain provisions of the gamingregulations that have significant impact on our operations in New York, such as the allowance for free play, arepromulgated by the NYSGC and not established by the N.Y. Gaming Act. The NYSGC has further discretion todeviate from the established free play allowance and to revoke such deviation at any time. Moreover, lack ofvisibility into the applicability of, and the expense related to complying with, specific licensing requirements andbackground investigations means we are unable to pass on these costs to vendors and employees. The uncertaintysurrounding the evolving interpretations of the N.Y. Gaming Act and the regulations promulgated by the NYSGCmay hinder our ability to negotiate agreements with third parties, such as a vendor or a junket enterprise, andestablish policies relating to our workforce because we are unable to effectively judge the relative costs andbenefits of these relationships. These new or changing regulations and interpretations of the N.Y. Gaming Act, aswell as the uncertainty of the NYSGC’s further actions with respect to such regulations and interpretations, couldadversely affect our results of operations.

Our operation of RWNYC is dependent upon the license granted by the NYSGC. This license may berevoked, suspended or restricted for a broad range of reasons, some of which are at the discretion of the NYSGC.Some of the grounds for such an action by the NYSGC relate to failure to provide full disclosure of informationor documentation, conviction of a felony or certain misdemeanors or conduct by the licensee that underminespublic confidence or serves the interest of organized crime. A license may also be revoked for any unintentionalviolation of any federal, state or local law, rule or regulation if the violation is not rectified within a reasonabletime as determined by the NYSGC. All existing or new officers, directors, key employees or owners of a licensedagent are subject to background investigation. If any of our shareholders, directors, officers or employees were toviolate the terms of any licenses, registrations or regulations, RWNYC may face investigation, fines or actionswhich may increase operating costs and have an impact on our operations.

Our casino operations in the United Kingdom are dependent upon the retention of various gaming-relatedlicenses, permits and certificates, including gambling operations and licenses granted pursuant to theUnited Kingdom Gambling Act 2005 (the “U.K. Gambling Act”). Any breach of the relevant laws andregulations could result in the cancellation, revocation or non-renewal of, or imposition of restrictions orlimitations on, these licenses, permits or certificates and could adversely impact our ability to continueoperations. See “Licensing and Regulation by Gaming and Other Authorities” for more details about gaminglicenses for our casino operations in various jurisdictions.

Our gaming operations are also subject to a number of taxes including gaming taxes and sales and servicestaxes. Increases in existing taxes or the introduction of new tax laws and regulations may have a material adverseeffect on our business, financial condition, results of operations and cash flows. For example, the revision incasino duties to up to 35% (a 10 percentage point increase from the previous rates) and the increase in RWGenting’s casino license fees from RM120 million to RM150 million per annum as announced in the Malaysiangovernment’s budget for 2019 impacted our financial results, financial condition and cash flows in 2019.

We are also subject to a variety of other rules and regulations relating to leisure and hospitality,employment, zoning and land-use, health and safety, environment and tax matters.

Any of the laws and regulations applicable to us may be amended or revised from time to time and are oftensubject to varying interpretation due to their lack of specificity, recent issuance or absence of regulatoryguidance. As a result, enforcement of these law and regulations may evolve over time as new guidance isprovided by relevant regulatory and governing bodies. In addition, we are subject to various taxes, includinggaming taxes, which may be amended or revised from time to time. Laws and regulations that our operations aresubject to vary according to the type of business and the jurisdiction in which a particular operation is located orinterest is held, and may be materially different across jurisdictions or business types. Monitoring thesedifferences and any changes in applicable legislation and regulations or license conditions may require increasedcompliance costs, changes to our business operations and the implementation of new internal control systems.While we believe that our businesses are operated in compliance with applicable laws and regulations, licenses,permits and approvals in all material respects, no assurance can be given that we will not be in breach at anygiven time of any applicable laws, regulations or conditions established by applicable licenses, permits and

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approvals. We may also be subject to stricter enforcement or interpretation of existing laws and regulations, andrequirements established for maintaining or renewing applicable licenses, permits and approvals may becomemore stringent in the future.

Our failure to comply with any existing or new laws and regulations, or to renew or maintain any requiredlicenses, permits or approvals may result in the revocation of licenses, permits and approvals, the suspension ofoperations, the imposition of fines and the imposition of remedial measures or other liabilities. Changes in taxlaws or its interpretation could increase our tax expenses. Such failure or increase in tax expenses could have amaterial adverse effect on our business, financial condition and results of operations.

From time to time, we may be involved in legal and other proceedings that could result in adverse judgmentsor settlements.

We may from time to time be involved in litigation, arbitration or other proceedings. Such disputes andlegal proceedings are subject to uncertainty, and their outcomes are often difficult to predict. For example, wecould be involved in claims, lawsuits or administrative proceedings relating to allegations of money laundering inconnection with gaming activities or environmental matters in connection with our properties. The costs ofdefending or litigating any such claims and any associated settlement costs could be substantial, even withrespect to claims that we may consider to have no merit. In addition, adverse judgments or awards arising fromlitigation or arbitration proceedings could result in restrictions or limitations on our operations or result in amaterial adverse effect on our reputation or financial condition. The occurrence of any of these events or anyperceived impropriety associated with our operations may significantly damage our reputation and, in turn, theGenting and the Resorts World brand and reputation. Furthermore, due to the inherent uncertainty of thelitigation, arbitration and dispute resolution processes, the resolution of any legal proceedings or disputes mayhave a material adverse effect on our business, financial condition and results of operations.

Any violation of the anti-corruption laws could have a negative impact on us.

Our operations expose us to complex regulations inherent in each of the countries in which we transactbusiness. This includes subsidiaries in the United States and the United Kingdom, and we are subject tocompliance with the U.S. Foreign Corrupt Practices Act of 1977 and other similar anti-corruption laws, includingthe U.K. Bribery Act of 2010, which generally prohibit companies and their intermediaries from makingimproper payments to foreign government officials for the purpose of obtaining or retaining businesses. We arealso subject to the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), which was amendedeffective June 1, 2020 to include corporate liability for bribery and corruption violations under the MACC Act.While we require our employees and agents to comply with these laws, we cannot guarantee that our internalpolicies and procedures will protect us from violations of these laws. Violations of these laws may result insevere criminal and civil sanctions as well as other penalties or sanctions. In certain jurisdictions, the gaminglicense or approval may be revoked in the event of serious breaches of laws or regulations. The occurrence orallegation of these types of risks may materially and adversely affect our reputation, business, prospects,financial conditions and results of operations.

Our insurance coverage may not be adequate to cover all losses that we may suffer. In addition, our insurancecosts may increase and we may not be able to obtain similar insurance coverage in the future.

We generally hold insurance coverage as required by applicable regulations and in accordance withcommon industry practice for the industries in which we operate. We may not be able to obtain sufficientinsurance coverage to protect us against all material losses, particularly for damages resulting from certaincasualty events, such as acts of terrorism, acts of God or acts of war or may not be able to obtain coverage underterms (including premiums payable and deductibles required) which are acceptable to us. Our insurance policiesalso contain certain exclusions and limitations on coverage that will result in certain claims not being honored tothe full extent of the losses or damages suffered by us. Furthermore, the premium of the policies and thecoverage provided may be affected by external circumstances, such as natural disasters, global economicconditions and similar events. There is no assurance that in the future we will be able to obtain and maintainsufficient insurance at economically acceptable premiums or at all, or that the insurance policies purchased willprovide sufficient protection against all liabilities. As a result, any such event could have a material adverseeffect on our business, financial condition and results of operations.

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Fluctuations in foreign exchange rates may present risks to our financial condition and results of operations.

Our principal net foreign currency exposure mainly relates to the United States dollars, Euro, Hong KongDollars, Singapore dollars and Pound Sterling due to the composition of our underlying operating costs andexpenses attributable to the various jurisdictions in which we operate and source our supplies. As such, we areexposed to foreign exchange risks to the extent that cash inflows and cash outflows do not match, either in theoverall amounts of the respective foreign currencies or the timing of such payments. Foreign currencydenominated costs or sales are recorded at exchange rates as at the date of transaction. The different exchangerates prevailing at the date of payment and receipt may give rise to foreign currency exchange gains or losses.

Further, the financial statements of our subsidiaries are presented in the respective currencies of the primaryeconomic environment in which they operate. Any significant fluctuations in the presentation currencies of thesubsidiaries against the Ringgit Malaysia would have an impact on our consolidated financial statements.

We are subject to impairment of investments, intangible assets and other non-financial assets, which couldnegatively impact our future profits.

We review our investments, intangible assets and other non-financial assets for impairment on an annualbasis or whenever events indicate that the carrying amount may not be recoverable to the full extent of its bookvalue. In 2020, we recognized total impairment losses of RM590.7 million primarily due to the impact of theCOVID-19 pandemic that resulted in impairment losses of (i) RM223.3 million relating to the assets of RWBirmingham, (ii) RM208.0 million relating to certain casino licenses and assets in the United Kingdom and(iii) RM144.1 million relating to the assets of RW Bimini. Significant negative trends, reduced estimates offuture cash flows, disruptions to our business or investments, slower growth rates or lack of growth have resultedin write-downs and impairment charges in the past and, if one or more of such events occurs in the future,additional impairment charges may be required in future periods. If we are required to record additionalimpairment charges, such charges could have a material adverse impact on our financial condition and results ofoperations.

There is no assurance that we will be able to obtain future financing on commercially acceptable terms or atall.

In order to successfully implement our expansion plans, we may be required to fund these plans through acombination of internally generated funds and additional financing. Although we currently have access to thebanking and debt capital markets, future access to financing on commercially acceptable terms, or at all, cannotbe assured. If we are unable to secure banking facilities, debt capital or other borrowings on commerciallyreasonable terms, we may not be able to implement our future growth plans fully or at all.

We are in the process of developing several leisure and hospitality projects at various development stages, andour current expansion plans are therefore subject to risks and uncertainties.

We are implementing our expansion strategy and currently have several projects under development. Theseprojects include:

• the GITP, a RM10.4 billion, 10-year master plan to develop, expand, enhance and refurbish the hotels,theme park and infrastructure at RW Genting, including the development of a new world-class outdoortheme park, Genting SkyWorlds, which is targeted to open in mid-2021. The attractions and facilitiesunder the GITP have been progressively rolled-out since end-2016 and we are almost at the end of theproject; and

• the RWNYC expansion project (the “Expansion Project”, a US$400 million expansion project atRWNYC that includes an expansion of its gaming space and the construction of a new 400-room hotelwith retail and conference space).

Risks and uncertainties frequently experienced in connection with the development of projects of this scaleand nature have been and will continue to be experienced by us. Some of the risks relate to our ability to, amongothers:

• complete the projects within anticipated timeframes and budget;

• manage any unforeseen engineering problems or delays;

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• obtain all regulatory permits, licenses and authorizations;

• maintain effective control of operating costs and expenses;

• raise additional capital, as necessary;

• attract and retain partners, customers and qualified employees;

• develop and maintain internal systems, controls and procedures to assure compliance with the extensiveregulatory and stringent safety requirements applicable to the gaming and theme park businesses;

• manage construction risks;

• respond to changes in the regulatory environment;

• manage any severe weather interferences that may arise; and

• respond to competitive industry and market conditions.

If we are unable to complete or faces delays in any of these tasks, we may be unable to operate these newprojects in the manner contemplated and generate revenue from such projects in the amounts and by theanticipated times. Such failure could cause a material adverse effect on our business, prospects, financialcondition and results of operations.

Fluctuations in interest rates may present risks to our financial condition and results of operations.

We are subject to interest rate risks as a substantial portion of our debt is and will continue in theforeseeable future to be at variable rates of interest, which exposes us to higher interest expense in the event ofincreases in interest rates. Any increases in the reference interest rates of these borrowings may thus have anadverse effect on our financial condition and results of operations.

Risks Relating to the Notes and the Note Guarantee

We will incur significant indebtedness as a result of the offering of the Notes, which may adversely affect ouravailable cash flow and our ability to operate our business, remain in compliance with debt covenants andmake payments on our indebtedness, including the Notes.

Our total borrowing and lease liabilities as of December 31, 2020 after giving effect to the $525 million of3.300% Senior Notes due 2026 issued by GENNY and GENNY Capital in February 2021 (the “GENNY SeniorNotes”) would have been RM10.9 billion. We will incur additional indebtedness as a result of the offering of theNotes. See “Capitalization.” As our level of indebtedness increases the possibility that we may be unable to paythe principal amount of our indebtedness and other obligations when due. Our substantial indebtedness,combined with our other financial obligations and contractual commitments, could have important consequencesfor holders of the Notes. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure tocomply with the obligations under any of our debt instruments, including restrictive covenants, couldresult in an event of default under such instruments, including the Notes;

• make us more vulnerable to adverse changes in general economic, industry and competitive conditionsand adverse changes in government regulation;

• require us to dedicate a substantial portion of cash flow from operations to payments on our indebtedness,thereby reducing the ability of our cash flow to fund working capital, capital expenditures, acquisitionsand other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which weoperate;

• place us at a competitive disadvantage compared to our competitors that are less highly leveraged andtherefore able to take advantage of opportunities that our indebtedness prevents us from exploiting,including as a result of the restrictive covenants in our borrowings; and

34

• limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debtservice requirements, execution of our business strategy or other purposes; and cause us to pay higherrates if we need to refinance our indebtedness at a time when prevailing market interest rates areunfavorable.

Our ability to satisfy our debt and lease obligations and meet other financial obligations will depend upon,among other things, our future financial and operating performance, which may be materially affected by theCOVID-19 pandemic, the resulting economic conditions and financial, business regulatory and other factors,many of which are beyond our control. See “—Risks Relating to our Business—The COVID-19 pandemicresulted in temporary closures of our properties for various periods and continues to significantly restrict ouroperating capacity, hours of operations and other activities, and it has had a material adverse effect on ourbusiness, results of operations, financial condition and financial performance; as we work to increase ouroperating hours and capacity, we expect to continue to have to address COVID-related challenges.” Any of theforegoing could have a material adverse effect on our business, financial conditions, results of operations,prospects and the ability to satisfy our outstanding debt. If we do not have sufficient earnings to service our debt,we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell additionalequity. There is no guarantee that we would be able to meet these requirements.

The Indenture does not restrict the amount of additional debt that we may incur.

The Notes and the Indenture do not place any limitation on the amount of unsecured debt that we may incur.Our incurrence of additional debt may have important consequences for you as a holder of the Notes, includingmaking it more difficult for us to satisfy our obligations with respect to the Notes, a loss in the trading value ofyour Notes, if any, and a risk that the credit rating of the Notes is lowered or withdrawn.

We may not be able to generate sufficient cash from our operations to service our debt.

Our ability to generate sufficient cash to service our debt and to satisfy our other liquidity needs will dependon the future performance of our operations, which are subject to many economic, political, competitive,regulatory and other factors that we are not able to control, including but not limited to closure or otheroperational restrictions as a result of orders issued by governmental authorities related to the COVID-19pandemic. If cash from our operations is not sufficient to service our debt and to satisfy our other liquidity needs,we may need to seek additional financing in the debt or equity markets, refinance our borrowings, or reduce ordelay planned activities and capital expenditures. Any such financing or refinancing might not be available oneconomically favorable terms, if at all, and may be difficult to obtain because of gaming regulatory restrictions.

In the event that we are left without sufficient liquidity to meet our debt service requirements, an event ofdefault would occur under the Indenture. Such an event of default could result in all of our indebtedness underthe Notes becoming immediately due and payable.

Your right to receive payments on the Notes will be effectively subordinated to the rights of our existing, andany future, secured creditors.

The Notes are our unsecured senior obligations and will be effectively junior to all of our existing and futuresecured debt to the extent of the value of the collateral securing such indebtedness. The terms of the Indenture donot fully restrict us from incurring additional secured debt, and holders of our current and future securedindebtedness will have claims that are superior to your claims as holders of the Notes to the extent of the value ofthe assets securing that secured indebtedness. In the event of any distribution or payment of our assets in anyforeclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders ofsecured indebtedness will have superior claims to those of our assets that constitute their collateral. In any of theforegoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes.Holders of the Notes will participate ratably in our remaining assets with all holders of our unsecured or juniorsecured indebtedness that ranks equally in right of payment with the Notes and potentially with all of our othergeneral creditors, based upon the respective amounts owed to each holder or creditor. As a result, holders of theNotes are likely to receive less, ratably, than holders of our secured indebtedness.

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Your right to receive payment on the Notes will be structurally subordinated to the liabilities of oursubsidiaries.

None of our subsidiaries will guarantee the Notes. Creditors of any of our subsidiaries (including tradecreditors) will generally be entitled to payment from the assets of such subsidiaries before those assets can bedistributed to us. As a result, the Notes will effectively be subordinated to the prior payment of all of the debts(including trade payables) of our subsidiaries. In the event of a bankruptcy, liquidation or reorganization of anyof our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment oftheir claims from such subsidiaries’ assets before any assets are made available for distribution to us.

The Indenture will contain covenants that significantly restrict our operations.

The Indenture will contain numerous covenants imposing financial and operating restrictions on ourbusiness. Any other future debt agreements may contain similar covenants. These restrictions could adverselyaffect the conduct of our current business and our ability to remain competitive with our competitors. TheIndenture will place restrictions on our ability to, among other things:

• encumber our assets;

• merge or consolidate with another company;

• transfer or sell all or substantially all of our assets; and

• enter into sale leaseback transactions.

Our ability to comply with other provisions governing our indebtedness may be adversely affected by ouroperations and by changes in economic or business conditions or other events beyond our control, such asclosures or capacity limits or other restrictions on operations arising from the COVID-19 pandemic. Our failureto comply with our debt-related obligations in the Indenture could result in an event of default under the Notes.

We may be unable to repurchase the Notes at the times and for the amounts required by the Indenture.

Upon the occurrence of certain events specified in the Indenture, including specific change of controltriggering events, we will be required to offer to repurchase your Notes at the amount specified in the Indenture.See “Description of Notes.” Any of our future debt agreements also may contain similar provisions. Our abilityto pay cash to the holders of the Notes in connection with such repurchase will be limited by our then existingfinancial resources. In addition, there is no requirement that we place into escrow proceeds from the sale of assetsor the loss, damage, destruction or condemnation of assets.

Accordingly, it is possible that we will not have sufficient funds at the time of the triggering event to makethe required repurchase of Notes. In addition, our ability to repurchase may be limited by law. If we fail torepurchase any Notes submitted in a change of control event offer, it would constitute an event of default underthe Indenture which could constitute an event of default under our other indebtedness, even if the change incontrol event itself would not cause a default. Important corporate events, such as recapitalizations or similartransactions, may not constitute a change of control under the Indenture and thus not permit the holders of theNotes to require us to repurchase or redeem the Notes.

As a holder of the Notes, you may be required to comply with registration, licensing, exemption, qualificationor other requirements under gaming laws or dispose of your securities.

A gaming authority of any jurisdiction in which we in the future may conduct or propose to conduct gaming,either through our subsidiaries or a joint venture, may require that a holder or beneficial owner of the Notes beregistered, qualified, licensed, exempted from licensure, found eligible and suitable, or otherwise comply withany other requirement under applicable gaming laws. If you purchase or otherwise accept an interest in the Notes,by the terms of the Indenture, you will be deemed to agree to comply with all of these requirements, includingyour agreement to register or apply for and maintain in full force and effect a license, qualification, exemption ora finding of suitability, or comply with any other requirement, within the required time period, as provided by therelevant gaming authority. If you (1) fail to apply for or maintain a license, qualification or finding of suitabilityor exemption from licensure within 30 days after being requested to do so (or such other time period as required

36

by a gaming authority), or (2) are notified by a gaming authority that you will not be licensed, qualified or foundsuitable or exempt from licensure, then we will have the right, at our option, to:

• Require you to dispose of your Notes or beneficial interest in the Notes within 30 days (or such other timeperiod as is required by the relevant gaming authority) consistent with the requirements of the relevantgaming authority following the earlier of (a) the termination of the period described above for you toapply for a license, qualification or finding of suitability or exemption from licensure; or (b) your receiptof notice from the relevant gaming authority that you will not be licensed, qualified or found suitable orexempt from licensure by such gaming authority; or

• Redeem your Notes at a redemption price equal to (a) the price required by applicable law or by order ofthe gaming authority or (b) the lesser of (i) the principal amount of the Notes and (ii) the price you paidfor the Notes, in either case, together with accrued and unpaid interest on the Notes to the earlier of(x) the date of redemption or such earlier date as is required by the relevant gaming authority or (y) thedate the relevant gaming authority determines that you will not be licensed, qualified or found suitable orexempt from licensure, which may be less than 30 days following the notice of redemption.

We will not be responsible for any costs or expenses you may incur in connection with applying for suchlicense, qualification or a finding of suitability or exemption from licensure or for the costs relating thereto.Those expenses will be your obligation. The Indenture also provides that immediately upon a determination by agaming authority that you will not be licensed, qualified or found suitable or exempt from licensure, you willhave no further right with respect to the Notes:

• To exercise, directly or indirectly, through any person, any right conferred by the Notes; or

• To receive from us any interest or any other distribution or payment with respect to the Notes, or anyremuneration in any form for services rendered or otherwise, except the redemption price we refer toabove.

We can enter into transactions like recapitalizations, reorganizations and other highly-leveraged transactionsthat do not constitute a change of control event but that could adversely affect the holders of the Notes.

Certain important corporate events, such as leveraged recapitalizations, may not, under the Indenture,constitute a “change of control” that would require the Issuer to purchase the Notes, notwithstanding the fact thatsuch corporate events could increase the level of our indebtedness or otherwise adversely affect our capitalstructure, credit ratings or the value of the Notes. Therefore, we could, in the future, enter into certaintransactions, including acquisitions, reorganizations, refinancings or other recapitalizations, which would notconstitute a change of control under the Indenture, but that could increase the amount of indebtednessoutstanding at such time or otherwise affect our capital structure or credit ratings.

An active trading market may not develop for the Notes.

Although application has been made for the listing of the Notes on Bursa Malaysia (Exempt Regime) andthe listing and quotation of the Notes on the Official List of the SGX-ST, we cannot assure you that we willobtain or be able to maintain a listing of the Notes on Bursa Malaysia (Exempt Regime) or a listing and quotationof the Notes on the SGX-ST, or that, if listed, a liquid trading market will develop. An active trading market maynot develop for the Notes. We do not intend to apply for listing of the Notes on any securities exchange or on anyautomated dealer quotation system. Although we have been informed by the initial purchasers that they currentlyintend to make a market for the Notes, they are not obliged to do so and any market making may be discontinuedat any time without notice.

The liquidity of, and trading market for, the Notes may also be adversely affected by, among other things:

• changes in the overall market for securities similar to the Notes;

• changes in our financial performance or prospects;

• the prospects for companies in our industry generally;

• the number of holders of the Notes;

• the interest of securities dealers in making a market for the Notes;

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• the conditions of the financial markets;

• general economic, financial, and industry conditions; and

• prevailing interest rates.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likelyto fluctuate in the future, which could have an adverse effect on the market prices of the Notes.

Historically, the market for non-investment grade debt has been subject to disruptions that have causedsubstantial volatility in the prices of securities that are similar to the Notes. While the Notes will have aninvestment-grade rating on issue date, such ratings may change or be withdrawn at any time. Hence the market, ifany, for the Notes may not be free from similar disruptions and any such disruptions may adversely affect theprices at which you may sell your Notes. In addition, subsequent to their initial issuance, the Notes may trade at adiscount from their initial offering price, depending upon prevailing interest rates, the market for similar Notes,our performance, and other factors.

There are restrictions on your ability to transfer or resell the Notes.

The Notes are being offered and sold pursuant to an exemption from registration under the Securities Actand applicable state securities laws. Therefore, you may transfer or resell the Notes in the United States pursuantto an exemption from, or in transactions not subject to, the registration requirements of the Securities Act andapplicable state securities laws, and you may be required to bear the risk of your investment for an indefiniteperiod of time. The Issuer is not obligated to register the Notes under the Securities Act or to offer to exchangethe Notes in an exchange offer registered under the Securities Act and you will not have the benefit of anyexchange or registration rights.

The market valuation of the Notes, if any, may be exposed to substantial volatility.

A real or perceived economic downturn or higher interest rates could cause a decline in the value of theNotes, and thereby negatively impact the market for the Notes offered hereby. Because an active trading marketmay not develop for the Notes, it may be more difficult to sell and accurately value the Notes. In addition, as hasrecently been evident in the turmoil in the global financial markets, the recent economic slowdown and issuesarising from the COVID-19 pandemic, and the uncertainty over its continuation or aftermath, the market for debtsecurities of this type can experience sudden and sharp price swings, which may impact the valuation of theNotes and may be further exacerbated by large or sustained sales by major investors in the Notes, a high-profiledefault by another issuer or simply a change in the market’s psychology regarding debt securities of this type.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may adversely affectthe market price or liquidity of the Notes.

Credit rating agencies continually revise their ratings for the companies that they follow, including us.Credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based ontheir overall view of our industry. The Notes offered hereby will have an investment grade rating on the issuedate. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of theNotes. Such rating may not remain for any given period of time or be lowered or withdrawn entirely by a ratingagency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such asadverse changes, so warrant. Credit ratings are not recommendations to purchase, hold or sell the Notes, and maybe revised or withdrawn at any time. Additionally, credit ratings may not reflect the potential effect of risksrelating to the structure or marketing of the Notes. If the credit rating of the Notes is subsequently lowered orwithdrawn for any reason, you may not be able to resell your Notes without a substantial discount.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtainadditional debt financing. If any credit rating initially assigned to the Notes is subsequently lowered orwithdrawn for any reason, you may not be able to resell your Notes at a favorable price or at all.

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Investment in the Notes may subject investors to foreign exchange-related risks.

The Notes are denominated and payable in U.S. dollars. If an investor measures its investment returns byreference to a currency other than U.S. dollars, an investment in the Notes entails foreign exchange-related risks,including possible significant changes in the value of the U.S. dollar relative to the currency by reference towhich an investor measures its investment returns, due to, among other things, economic, political and otherfactors over which we have no control. Depreciation of the U.S. dollar against such currency could cause adecrease in the effective yield of the Notes below their stated coupon rates and could result in a loss when thereturn on the Notes is translated into such currency. In addition, there may be tax consequences for investors as aresult of any foreign currency gains resulting from any investment in the Notes.

The information you will receive from us in the future will be limited, which could affect the trading marketfor the Notes.

The Indenture requires us to provide only limited information, different from that required of publiccompanies filing reports with the U.S. SEC, to the holders of the Notes. Accordingly, you may not have currentinformation regarding us and our operations. Therefore, the market for the Notes and the price at which they maytrade could be adversely affected.

The Indenture will not be qualified under the Trust Indenture Act and we will not be required to comply withthe provisions of the Trust Indenture Act.

The Indenture will not be qualified under the Trust Indenture Act and we will not be required to complywith the provisions of the Trust Indenture Act. Therefore, holders of the Notes will not be entitled to the benefitof the provisions and protection of the Trust Indenture Act except to the extent there are similar provisions in theIndenture.

The Notes will initially be held in book-entry form, and therefore holders must rely on the procedures of therelevant clearing systems to exercise their rights and remedies.

Unless and until certificated Notes are issued in exchange for book-entry interests in the Notes, owners ofthe book-entry interests will not be considered owners or holders of Notes. Instead, DTC, or its nominee, will bethe sole holder of the Notes. Payments of principal, interest and other amounts owing on or in respect of theNotes in global form will be made to the paying agent, which will make payments to DTC. Thereafter, suchpayments will be credited to DTC participants’ accounts that hold book-entry interests in the Notes in globalform and credited by such participants to indirect participants. Unlike holders of the Notes themselves, owners ofbook-entry interests will not have the direct right to act upon our solicitations for consents or requests for waiversor other actions from holders of the Notes. Instead, if a holder owns a book-entry interest, such holder will bepermitted to act only to the extent such holder has received appropriate proxies to do so from DTC or, ifapplicable, a participant. We cannot assure holders that the procedures implemented for the granting of suchproxies will be sufficient to enable holders to vote on any requested actions on a timely basis. See “Book-EntrySystem.”

We are not providing all of the information that would be required if this offering were being registered withthe U.S. SEC.

This offering circular does not include all of the information that would be required if we were registeringthis offering of the Notes with the U.S. SEC. This lack of information could impair your ability to evaluate yourinvestment in the Notes. We cannot assure you that the historical financial information as set forth in thisoffering circular will be indicative of our future financial performance or our ability to meet our obligations,including repayment of the Notes.

The Trustee may request that the holders provide an indemnity, security and/or prefunding to its satisfaction.

In certain circumstances, the Trustee may (at its sole discretion) request the holders of the Notes to providean indemnity, security, and/or prefunding to its satisfaction before it takes actions on behalf of the holders of theNotes. The Trustee shall not be obliged to take any such actions if not indemnified, secured, and/or prefunded to

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its satisfaction. Negotiating and agreeing to any indemnity and/or security, and/or prefunding can be a lengthyprocess and may impact on when such actions can be taken. The Trustee may not be able to take actionsnotwithstanding the provision of an indemnity, security or prefunding to it, in breach of the terms of theindenture (as subsequently supplemented and/or amended) governing the Notes and in circumstances where thereis uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreementsand the applicable law, it will be for the holders of the Notes to take such actions directly.

Risks Relating to Presentation of Convenience Translations

The exchange rate used for purposes of convenience translations of Ringgit Malaysia amounts intoU.S. dollars does not indicate that the Ringgit Malaysia referred to herein could have been or could beconverted into U.S. dollars at any particular rate or at all.

Solely for the convenience of the reader, this offering circular contains translations of certain RinggitMalaysia amounts into U.S. dollars at the exchange rate of RM4.0170 to $1.00, which was the middle rate ofexchange of the Ringgit Malaysia against the U.S. dollar as published by Bank Negara Malaysia, the CentralBank of Malaysia, at noon on December 31, 2020, unless otherwise specified. The middle rate of exchange of theRinggit Malaysia against the U.S. dollar as published by Bank Negara Malaysia at noon on April 6, 2021 wasRM4.1325 to $1.00. No representation is made that the Ringgit Malaysia referred to herein could have been orcould be converted into U.S. dollars at any particular rate or at all.

All convenience translations are given using a single rate, although the rate of exchange of the RinggitMalaysia against the U.S. dollar varies over time (so that convenience translations prepared using the exchangerate at a different reference date, or using a period average rate, would reflect different dollar amounts than thosepresented). For instance, the middle rate of exchange of the Ringgit Malaysia against the U.S. dollar as publishedby Bank Negara Malaysia was RM4.0620 to $1.00 at noon on December 29, 2017, RM4.1385 to $1.00 at noonon December 31, 2018 and RM4.0925 to $1.00 at noon on December 31, 2019.

Risks Relating to Malaysia

There can be no assurance that the Malaysian government will not re-impose capital controls.

There are foreign exchange control policies in Malaysia which support the monitoring of capital flows intoand out of the country in order to preserve its financial and economic stability. The foreign exchange controlframework in Malaysia is regulated by the Foreign Exchange Administration Rules issued by Bank NegaraMalaysia (“BNM”) pursuant to the Financial Services Act 2013 and the Islamic Financial Services Act 2013.These regulations regulate both residents and non-residents of Malaysia.

As part of the package of policy responses to the 1997 economic crisis in Southeast Asia, the Malaysiangovernment and BNM introduced, on September 1, 1998, selective capital control measures to stabilize theRinggit exchange rates. On September 2, 1998, Ringgit was fixed at an exchange rate of RM3.80 to US$1.00.The Malaysian government subsequently liberalized such selective capital control measures in 1999 to allowforeign investors to repatriate principal capital and profits, subject to a graduated levy depending on when thefunds were brought into Malaysia and the duration of investment. On February 1, 2001, the Malaysiangovernment revised the levy to apply only to profits made from portfolio investments retained in Malaysia forless than one year.

On May 2, 2001, the Malaysian government lifted all such controls in respect of the repatriation of foreignportfolio funds.

Subsequently on July 21, 2005, the BNM adopted a managed float system for the Ringgit exchange rate,which benchmarked the Ringgit to a currency basket to ensure that the Ringgit remains close to its fair value.

Under the current Foreign Exchange Administration Rules issued by BNM, non-residents are free torepatriate divestment proceeds, profits, dividends or any income arising from investments in Malaysia, providedthat such repatriation is made in foreign currency except in the currency of Israel. The repatriation of funds issubject to the applicable reporting requirements and any withholding tax. In the event BNM introduces any

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restrictions in the future, there can be no assurance that the Malaysian government will or will not re-imposethese or other forms of capital controls in the future. If the Malaysian government re-imposes or introducesforeign exchange controls, investors may not be able to repatriate the proceeds of the sale of the Notes andcoupon and principal paid on the Notes from Malaysia for a specified period of time or may only be able to do soafter paying a tax or levy.

The insolvency laws of Malaysia and other local insolvency laws may differ from those of another jurisdictionwith which the investors in the Notes are familiar.

As the Guarantor and the Issuer are incorporated under the laws of Malaysia, any insolvency proceedingsrelating to the Guarantor and the Issuer would likely involve Malaysian insolvency laws, the procedural andsubstantive provisions of which may differ from comparable provisions of the local insolvency laws ofjurisdictions with which the investors of the Notes are familiar with.

Certain foreign judgments may not be enforceable against the Guarantor or the Issuer in Malaysia.

The United States of America is not a reciprocating country as listed in the First Schedule of the ReciprocalEnforcement of Judgments Act 1958 (the “REJA”). As such a judgment obtained in any State or U.S. federalcourt in The City of New York and County of New York will not be recognized and enforced in Malaysia byapplying to register the said judgment with the Malaysian courts. The principles of common law would have tobe relied on to enforce the judgment, that is, by instituting a fresh suit in Malaysia based either on the judgmentor on the original cause of action. However, the courts of Malaysia may exercise its discretion, with respect to afresh suit in Malaysia based either on the judgement or on the original cause of action, to recognize and enforcethe judgement obtained in any State or U.S. federal court in The City of New York and County of New Yorkprovided that, inter alia:

• the court in the State or U.S. federal court in The City of New York and County of New York hadjurisdiction in passing the judgment;

• the judgment was not obtained by fraud;

• the judgment would not be contrary to public policy in Malaysia; and

• the proceedings in which the judgment was obtained was not opposed to natural justice.

The Notes will be issued by the Issuer and guaranteed by the Guarantor. The Issuer is incorporated inLabuan and the Guarantor is incorporated under the laws of Malaysia. The Notes, the Note Guarantee and theIndenture will be governed by the laws of the State of New York. In the event of a bankruptcy, insolvency orsimilar event, proceedings could be initiated in Malaysia and the United States. Such multi-jurisdictionalproceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty anddelay regarding the enforcement of your rights. The rights of Noteholders under the Notes and the NoteGuarantee will be subject to the insolvency and administrative laws of several jurisdictions and there can be noassurance that you will be able to effectively enforce your rights in such complex multiple bankruptcy,insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws ofMalaysia may be materially different from, or be in conflict with, each other and those which you may befamiliar with, including in the areas of rights of creditors, priority of governmental and other creditors, ability toobtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict amongthem, could call into question whether any particular jurisdiction’s laws should apply, adversely affect yourability to enforce your rights under the Notes and the Note Guarantee in the relevant jurisdictions or limit anyamounts that you may receive.

Accounting and corporate disclosure standards in Malaysia may vary from those in other jurisdictions.

Accounting and corporate disclosure standards in Malaysia may vary from those in other jurisdictions.There may be different publicly available information about Malaysian public companies, such as the Guarantor,than is regularly made available by public companies in other jurisdictions. These differences include (i) thetiming and content of disclosure of beneficial ownership of equity securities of officers, directors and significant

41

shareholders; (ii) officer certification of disclosure and financial statements in periodic public reports; and(iii) disclosure of off-balance sheet transactions in management’s discussion of results of operations in periodicpublic reports.

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USE OF PROCEEDS

The Issuer estimates that the net proceeds from this offering will be approximately $ million, afterdeducting the initial purchasers’ fees, commissions and estimated expenses relating to the offering. The Issuerintends to provide the net proceeds from this offering to the Guarantor and/or its subsidiaries to refinanceexisting borrowings and for capital (including investment) and working capital requirements.

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CAPITALIZATION

The following tables set forth our total capitalization as of December 31, 2020 on an actual basis and asadjusted as described below. The information presented in the table below should be read together with “Use ofProceeds,” “Summary Financial and Other Information,” “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” and the financial statements and the notes thereto included elsewhere inthis offering circular.

As of December 31, 2020

Actual As Adjusted(1)

RM US$(2) RM US$(2)

(in millions)

Short-term borrowings:

Secured bank facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199.4 49.6

Unsecured bank facility . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3 0.3

Medium term notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.6 29.5

Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144.1 35.9Long-term borrowings:

Secured bank facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,173.9 541.2

Unsecured bank facility . . . . . . . . . . . . . . . . . . . . . . . . . . . 400.5 99.7

Medium term notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,495.5 1,617.0

Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 705.1 175.5

GENNY senior notes due 2026 issued on February 10,2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total indebtedness(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RM10,238.4 US$2,548.7

Equity Attributable to Equity Holders of the Company:

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,764.5 439.3

Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,135.2 3,518.8

Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (987.9) (245.9)

14,911.8 3,712.2

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . (411.2) (102.4)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,500.6 3,609.8

Total capitalization(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RM24,739.0 US$6,158.5

(1) As adjusted amounts reflects the principal amount of the GENNY senior notes due 2026 issued onFebruary 10, 2021 (described below), refinancing and drawdown pursuant to the GENNY Secured TermLoan Facility (described below), the offering of the Notes, and the applications of portions of the proceedsamounting to RM million to refinance existing borrowings on the issue date. US$ borrowings to berefinanced were translated to RM at a rate of RM4.0170 to $1.00.

(2) Calculated at a rate of RM4.0170 to $1.00, which was the middle rate of exchange of the Ringgit Malaysiaagainst the U.S. dollar as published by Bank Negara Malaysia, the Central Bank of Malaysia, at noon onDecember 31, 2020 only for illustrative purposes in this offering circular.

(3) Total indebtedness represents borrowings including lease liabilities.

(4) Total capitalization represents the sum of total indebtedness and total equity.

On February 10, 2021, GENNY and GENNY Capital, our wholly-owned subsidiaries, issuedUS$525 million of 3.300% Senior Notes due 2026. On the same date, GENNY and GENNY Capital entered into

44

a refinancing of certain senior secured credit facilities, consisting of a $350 million delayed draw term loanfacility (including an accordion feature pursuant to which commitments can be increased by an additional$50 million) and a $25 million revolving credit facility under an Amended and Restated Revolving Credit andTerm Loan Credit Agreement. See “Description of Certain Material Indebtedness.”

Except as described above, there has been no material change in our total capitalization since December 31,2020.

45

DESCRIPTION OF THE ISSUER

GENM Capital Labuan Limited is a wholly-owned subsidiary of GenM and was incorporated in Labuan,Malaysia under the Labuan Companies Act, 1990 on March 10, 2021. As of the date of this offering circular, ithas an issued and paid-up share capital of US$1.00 comprising one (1) ordinary share of US$1.00 each.

GENM Capital Labuan Limited’s business is to issue, invest and/or deal in securities, obtain financingfacilities and provide financing to any parties (including subscription of shares). It has no subsidiaries. Theregistered office of GENM Capital Labuan Limited is Brumby Centre, Lot 42, Jalan Muhibbah, 87000 FederalTerritory of Labuan, Malaysia.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

You should read the following discussion together with the “Summary Financial and Other Information”section of this offering circular and our consolidated financial statements and the notes thereto, which areincluded elsewhere in this offering circular. Our operation has been very significantly affected by the COVID-19pandemic, including through various closings and limited reopenings of many of our operations, as discussed in“Risk Factors—Risks Relating to our Business—The COVID-19 pandemic resulted in temporary closures of ourproperties for various periods and continues to significantly restrict our operating capacity, hours of operationsand other activities, and it has had a material adverse effect on our business, results of operations, financialcondition and financial performance; as we work to increase our operating hours and capacity, we expect tocontinue to have to address COVID-related challenges.” There can be no assurance that, if and when COVID-19abates, our business, results of operations or cash flows will return to levels that existed prior to the COVID-19pandemic or that our operations will reopen fully or generate the results from operations achieved prior to theCOVID-19 pandemic. Historical results are not necessarily indicative of the results we expect in future periodsand do not necessarily reflect the ongoing impact of COVID-19 on our business and operations. The statementsin this discussion regarding industry outlook, our expectations regarding our future performance, liquidity andcapital resources and other non-historical statements in this discussion are forward-looking statements. Theseforward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, therisks and uncertainties described in the “Cautionary Note Regarding Forward-Looking Statements” and “RiskFactors” sections of this offering circular. Actual results may differ materially from those contained in orimplied by any forward-looking statements.

Overview

We are a large, globally diversified casino and resort owner and operator with over 40 properties in Asia,Europe, the Middle East, the Caribbean and the United States. We own and operate major resort propertiesincluding RW Genting in Malaysia, RWNYC in the United States, RW Bimini in the Bahamas, RW Birminghamand over 30 casinos in the United Kingdom, and the Crockfords Cairo in Egypt. In addition, we also own andoperate two seaside resorts in Malaysia, namely RW Kijal in Terengganu and RW Langkawi on Langkawi island.

Our company was incorporated in Malaysia on May 7, 1980 as a private company limited by shares, and ourshares have been traded on the Main Market of Bursa Malaysia since our listing on December 22, 1989. We hada market capitalization of RM17.4 billion as of March 31, 2021.

Key Factors Affecting Our Results of Operations

Our results of operations have been, and are expected to continue to be, materially affected by a number offactors affecting the gaming, leisure and hospitality industry in the markets where we operate. These factorsinclude the following:

Impact of the COVID-19 Pandemic

On March 11, 2020, the WHO declared the COVID-19 outbreak to be a global pandemic. The COVID-19pandemic has significantly impacted health and economic conditions throughout Malaysia and globally. Thepreventive measures taken by governments worldwide to address the pandemic have placed significant pressureon the economies of countries in which we operate, and the tourism, leisure & hospitality and gaming industrieshave been very significantly affected by this unprecedented crisis. As a result of COVID-19, most of our coreproperties in Malaysia, the United Kingdom, the United States and the Bahamas, as well as many of our otherproperties worldwide, had to temporarily close for parts of last year. As of the date of this offering circular, thesecore properties, except for our properties in the United Kingdom, have recommenced operations subject tosignificant restrictions on operating capacity, hours of operations and other activities. The unprecedenteddisruptions to our business operations due to the COVID-19 pandemic have materially affected our revenue,which in 2020 decreased by 56.5% to RM4,528.8 million, from RM10,406.9 million in 2019. For a more detaileddescription of the impact of the COVID-19 pandemic on our business, please see “Business—DevelopmentsRelated to COVID-19” and “Risk Factors—Risks Relating to Our Business—The COVID-19 pandemic resultedin temporary closures of our properties for various periods and continues to significantly restrict our operating

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capacity, hours of operations and other activities, and it has had a material adverse effect on our business, resultsof operations, financial condition and financial performance; as we work to increase our operating hours andcapacity, we expect to continue to have to address COVID-related challenges.”

Various governments, including Malaysia, the United States and the United Kingdom, have announced androlled out vaccination programs. We expect the vaccination roll out to have significant positive impacts on ourbusiness, but uncertainties remain. The extent of the effect of ongoing travel and operating restrictions andpotential additional closures in our business and the gaming and hospitality industry is highly uncertain andcannot be predicted at this time. We expect that for 2021, and potentially thereafter, our results of operations willbe negatively impacted by the economic and social effects of COVID-19, as well as the anticipated operationalrestrictions that may remain in place. The extent and duration of the impact of COVID-19 will ultimately dependon future developments, including the duration and severity of the pandemic and the speed and effectiveness ofvaccine roll-out and other measures to control it; the impact on consumer spending and economic activity moregenerally, including any economic recession resulting from the pandemic; the length of time that all or portionsof our properties remain closed; potential future re-closures of our properties; our ability to adapt to newoperating procedures upon reopening; actions that governments, businesses and individuals take in response tothe pandemic; and how quickly economies, travel activity and demand for gaming, entertainment and leisureactivities recover if and when COVID-19 subsides; our ability to adjust the cost structures for the duration of thepandemic’s impact on our business operations; and the negative effects of the pandemic on our workforce,suppliers, contractors and other partners. Most of our businesses depend on gatherings of large groups of peopleand the delivery of high-touch personal services, which may further delay our recovery as compared to otherbusinesses.

Developments in the Gaming Competitive and Regulatory Environment

We derive a substantial majority of our revenue from our leisure and hospitality segment, primarily fromour gaming operations. For the years ended December 31, 2018, 2019 and 2020, leisure and hospitality revenueaccounted for 98.3%, 98.1% and 96.9% of our total revenue, respectively. The competitive environment in whichwe operate, particularly in the gaming industry, and our ability to attract patrons for our gaming, hotel, retail andentertainment services, could significantly affect our results of operations.

We compete with similar businesses in the countries and regions where we operate and beyond, as well asfrom other non-traditional sources of gambling such as internet betting and other technology-based gamingoperators and cruise ships that offer gaming services. The opening of new casinos in our markets or the increaseof hotel room capacity by other companies in major destination locations would further increase competition. Ina broader sense, our gaming operations face competition from all manner of leisure and entertainment activities,including shopping, athletic events, television and movies, concerts and travel. If our competitors operate moresuccessfully, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operatingadvantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos areestablished in and around the locations in which we conduct business, we may lose market share or the ability toattract or retain our employees and customers. In addition, changes in restrictive gaming regulations in variouscountries could result in the addition of new gaming establishments and resorts located closer to certain of ourcustomers than our own casinos and resorts.

If we are not able to successfully secure new gaming licenses in new jurisdictions, or generally remaincompetitive in our existing markets, the proliferation of gaming venues and non-traditional sources of gamblingin the countries and regions where we operate could have a material adverse effect on our financial condition andresults of operations.

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Results of Operations

Year ended December 31, 2020 compared to year ended December 31, 2019

The table below summarizes our results of operations in absolute amounts and as percentages of our revenuefor the years indicated.

Year endedDecember 31, Changes

2019 2020 Amount %

(in RM millions, except percentages)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,406.9 4,528.8 (5,878.1) (56.5)

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,912.2) (4,629.8) 3,282.4 41.5

Gross profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,494.7 (101.0) (2,595.7) (>100)

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562.4 185.5 (376.9) (67.0)

Selling and distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (216.7) (97.2) 119.5 55.1

Administration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (783.2) (606.7) 176.5 22.5

Reversal of previously recognised impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.6 — (13.6) n/a

Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67.6) (590.7) (523.1) (>100)

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (244.5) (323.5) (79.0) (32.3)

Other gains/(losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.6 13.1 0.5 4.0

Profit/(loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,771.3 (1,520.5) (3,291.8) (>100)

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250.3) (331.9) (81.6) (32.6)

Share of results in an associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31.6) (285.1) (253.5) (>100)

Profit/(loss) before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,489.4 (2,137.5) (3,626.9) (>100)

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (157.2) (224.0) (66.8) (42.5)

Profit/(loss) for the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,332.2 (2,361.5) (3,693.7) (>100)

Attributable to:

Equity holders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,395.3 (2,263.8) (3,659.1) (>100)

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63.1) (97.7) (34.6) (54.8)

1,332.2 (2,361.5) (3,693.7) (>100)

Earnings/(loss) per share attributable to equity holders of the Company:

Basic earnings/(loss) per share (sen) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.68 (40.05) (64.73) (>100)

Diluted earnings/(loss) per share (sen) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.64 (40.05) (64.69) (>100)

Profit/(loss) for the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,332.2 (2,361.5) (3,693.7) (>100)

Other comprehensive income/(loss), net of tax:

Items that will not be reclassified subsequently to profit or loss:

Actuarial gain/(loss) on retirement benefit liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 (10.0) (14.4) (>100)

Changes in the fair value of equity investments at fair value through other comprehensiveincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (53.2) (53.2) n/a

4.4 (63.2) (67.6) (>100)

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges

—Fair value changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.7) (1.7) 1.0 37.0

Net foreign currency exchange differences

—Exchange differences on translation of foreign operations . . . . . . . . . . . . . . . . . . . . . . . . . (43.0) (116.1) (73.1) (>100)

—Reclassification to profit or loss upon disposal of a subsidiary . . . . . . . . . . . . . . . . . . . . . . (2.6) — 2.6 n/a

(45.6) (116.1) (70.5) (>100)

(48.3) (117.8) (69.5) (>100)

Other comprehensive loss for the financial year, net of tax . . . . . . . . . . . . . . . . . . . . . . . (43.9) (181.0) (137.1) (>100)

Total comprehensive income/(loss) for the financial year . . . . . . . . . . . . . . . . . . . . . . . . . 1,288.3 (2,542.5) (3,830.8) (>100)

Total comprehensive income/(loss) attributable to:

Equity holders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,348.5 (2,458.9) (3,807.4) (>100)

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60.2) (83.6) (23.4) (38.9)

1,288.3 (2,542.5) (3,830.8) (>100)

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Revenue

Our revenue decreased by 56.5% to RM4,528.8 million in 2020 from RM10,406.9 million in 2019. Thisdecrease was mainly due to the unprecedented disruptions to our business operations due to the COVID-19pandemic.

The table below presents our revenue by business and geographical segments for the years indicated and theyear-on-year change, in absolute amount and by percentage.

Year ended December 31,

2019 2020 Change

RM % RM % RM %

(in RM millions, except %)

Leisure & Hospitality

—Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,066.6 67.9 3,133.3 69.2 (3,933.3) (55.7)

—United Kingdom and Egypt . . . . . . . . . . . . . . . . . . 1,676.4 16.1 651.9 14.4 (1,024.5) (61.1)

—United States of America and Bahamas . . . . . . . . . 1,469.4 14.1 604.5 13.3 (864.9) (58.9)

—Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,212.4 98.1 4,389.7 96.9 (5,822.7) (57.0)

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.7 1.0 75.3 1.7 (26.4) (26.0)

Investments & Others . . . . . . . . . . . . . . . . . . . . . . . . 92.8 0.9 63.8 1.4 (29.0) (31.3)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,406.9 100.0 4,528.8 100.0 (5,878.1) (56.5)

Revenue from our leisure and hospitality segment in Malaysia decreased by 55.7% to RM3,133.3 million in2020 from RM7,066.6 million in 2019. This decrease was mainly due to the decline in overall business volumefollowing the temporary closure of RW Genting from mid-March 2020 to mid-June 2020 due to pandemic-related restrictions. RW Genting resumed operations with reduced capacity on June 19, 2020.

Revenue from our leisure and hospitality segment in the United Kingdom and Egypt decreased by 61.1% toRM651.9 million in 2020 from RM1,676.4 million in 2019. This decrease was mainly due to the decline inbusiness volume following the five-month temporary closure of RW Birmingham and our other land-basedcasinos in the United Kingdom from mid-March 2020, in addition to the recurrent suspension of our land-basedoperations since the venues reopened with reduced capacity from mid-August 2020 in compliance with thegovernment directives.

Revenue from our leisure and hospitality segment in the United States and the Bahamas decreased by 58.9%to RM604.5 million in 2020 from RM1,469.4 million in 2019. This decrease was primarily due to the decline inbusiness volume following the temporary closure of RWNYC and RW Bimini since mid-March 2020. RWNYCand RW Bimini operations resumed operations with reduced capacity in early September 2020 andend-December 2020, respectively.

Cost of Sales

Our cost of sales decreased by 41.5% to RM4,629.8 million in 2020, from RM7,912.2 million in 2019,mainly due to lower gaming expenses resulting from the temporary closure of our core properties due topandemic-related restrictions and lower payroll costs resulting from right-sizing of our workforce in response tothe unprecedented disruptions to our operations caused by the COVID-19 pandemic.

Gross Loss

Due to our cost of sales exceeding our revenue in 2020, we incurred a gross loss of RM101.0 million in2020 compared to a gross profit of RM2,494.7 million in 2019.

Other Income

Our other income decreased by 67.0% to RM185.5 million in 2020 from RM562.4 million in 2019. Thisdecrease was mainly because in 2019 we recognized gains from the disposal of a subsidiary and investment

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properties in the United Kingdom of RM123.8 million and RM132.1 million, respectively, while we had no suchsimilar gains in 2020.

Selling and Distribution Costs

Our selling and distribution costs decreased by 55.1% to RM97.2 million in 2020 from RM216.7 million in2019. This decrease was mainly due to lower promotion and advertising expenses in 2020, as we decreased theseactivities due to the COVID-19 pandemic.

Administration Expenses

Our administration expenses decreased by 22.5% to RM606.7 million in 2020 from RM783.2 million in2019. This decrease was mainly due to lower payroll and related costs as a result of reduced headcount andfurloughed employees due to the COVID-19 pandemic.

Reversal of previously recognized impairment losses

We recorded no reversal of previously recognized impairment losses for 2020 compared to RM13.6 millionin 2019.

Impairment losses

Our impairment loss significantly increased to RM590.7 million in 2020 from RM67.6 million in 2019. Thisincrease was primarily due to the impact of the COVID-19 pandemic that resulted in impairment losses of(i) RM223.3 million relating to the assets of RW Birmingham, (ii) RM208.0 million relating to certain casinolicenses and assets in the United Kingdom and (iii) RM144.1 million relating to the assets of RW Bimini.

Other Expenses

Our other expenses increased by 32.3% to RM323.5 million in 2020 from RM244.5 million in 2019. Thisincrease was mainly due to redundancy costs related to employee terminations related to the right-sizing of ourworkforce.

Other Gains

Our other gains increased by 4.0% to RM13.1 million in 2020 from RM12.6 million in 2019.

Loss from Operations

As a result of the factors discussed above, we incurred loss from operations of RM1,520.5 million in 2020compared to profit from operations of RM1,771.3 million in 2019.

Finance costs

Our finance costs increased by 32.6% to RM331.9 million in 2020 from RM250.3 million in 2019. Thehigher finance costs were mainly due to a change in internal classification of interest earned for proceeds fromthe medium term notes (“MTNs”) placed in bank deposits pending utilization pursuant to the applicable use ofproceeds. Such interest was netted off against interest expense on the MTNs in 2019, but in 2020, such interestearned was instead recognized as interest income under “Other income.”

Share of results in an associate

Our share of results in an associate, Genting Empire Resorts LLC (“GERL”), the holding company thatowns Empire Resorts, Inc. (“ERI”), significantly increased to negative RM285.1 million in 2020 from negativeRM31.6 million in 2019. The losses comprise our share in ERI’s (i) finance costs of RM145.8 million,(ii) depreciation and amortization of RM75.9 million, (iii) operating loss of RM58.9 million and (iv) others ofRM4.4 million. ERI’s operating performance was adversely impacted by the temporary closure of RW Catskillsfrom mid-March 2020 until it reopened at reduced capacity in early September 2020.

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Loss before taxation

As a result of the factors discussed above, we incurred a loss before taxation of RM2,137.5 million in 2020compared to a profit before taxation of RM1,489.4 million in 2019.

Adjusted EBITDA

Adjusted EBITDA excludes the effects of non-recurring items from the reporting segments, such as gain orloss on disposals of assets, assets written off, impairment loss or reversal of previously recognized impairmentloss and pre-operating expenses. For additional information regarding the use of Adjusted EBITDA, see“Non-GAAP Financial Measures.”

The table below presents our Adjusted EBITDA by business and geographical segments and EBITDA forthe years indicated and the year-on-year change, in absolute amount and by percentage.

Year ended December 31,

2019 2020 Change

RM % RM % RM %

(in RM millions, except %)

Adjusted EBITDA(1)

Leisure & Hospitality

—Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,048.2 77.5 672.0 191.8 (1,376.2) (67.2)

—United Kingdom and Egypt . . . . . . . . . . . . . . . . . . . 231.6 8.8 (172.5) (49.2) (404.1) (>100)

—United States of America and Bahamas . . . . . . . . . . 289.3 10.9 (162.5) (46.4) (451.8) (>100)

—Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,569.1 97.2 337.0 96.2 (2,232.1) (86.9)

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.3 1.9 21.6 6.2 (27.7) (56.2)

Investments & Others . . . . . . . . . . . . . . . . . . . . . . . . . . 23.0 0.9 (8.3) (2.4) (31.3) (>100)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,641.4 100.0 350.3 100.0 (2,291.1) (86.7)

EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,731.4 100.0 (485.3) 100.0 (3,216.7) (>100)

(1) Adjusted EBITDA represents EBITDA plus/minus (i) pre-operating expenses, (ii) property, plant andequipment written off, (iii) net gain/(loss) on disposal of property, plant and equipment, (iv) impairmentlosses, (v) reversal of previously recognized impairment losses, (vi) gain on disposal of a subsidiary,(vii) redundancy costs and (viii) others, as detailed in “Summary Financial and Other Information—OtherFinancial Information.”

(2) EBITDA represents profit/(loss) before taxation plus/minus depreciation and amortization, interest income,finance costs and share of results in an associate, as detailed in “Summary Financial and OtherInformation—Other Financial Information.”

As a result of the factors discussed above, our Adjusted EBITDA decreased by 86.7% to RM350.3 millionin 2020 from RM2,641.4 million in 2019.

Taxation

Our tax expense increased by 42.5% to RM224.0 million in 2020 from RM157.2 million in 2019. Theincrease was mainly due to the reversal of deferred tax assets previously recognized on tax losses of a subsidiaryin the United States, which was partially offset by lower current taxes due to our loss before taxation in 2020.

Loss for the Financial Year

As a result of the factors discussed above, we incurred loss of RM2,361.5 million in 2020 compared toprofit of RM1,332.2 million in 2019.

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Year ended December 31, 2019 compared to year ended December 31, 2018

The table below summarizes our results of operations in absolute amounts and as percentages of our revenuefor the years indicated.

Year endedDecember 31, Changes

2018 2019 Amount %

(in RM millions, except percentages)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,927.6 10,406.9 479.3 4.8

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,265.4) (7,912.2) (646.8) (8.9)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,662.2 2,494.7 (167.5) (6.3)

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483.8 562.4 78.6 16.2

Selling and distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (208.9) (216.7) (7.8) (3.7)

Administration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (642.6) (783.2) (140.6) (21.9)

Reversal of previously recognised impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.1 13.6 (13.5) (49.8)

Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,969.9) (67.6) 1,902.3 96.6

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (223.6) (244.5) (20.9) (9.3)

Other gains/(losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 12.6 (11.1) (46.8)

Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151.8 1,771.3 1,619.5 >100

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155.8) (250.3) (94.5) (60.7)

Share of results in an associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (31.6) (31.6) n/a

(Loss)/profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) 1,489.4 1,493.4 >100

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82.3) (157.2) (74.9) (91.0)

(Loss)/profit for the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (86.3) 1,332.2 1,418.5 >100

Attributable to:

Equity holders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.5) 1,395.3 1,414.8 >100

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66.8) (63.1) 3.7 5.5

(86.3) 1,332.2 1,418.5 >100

(Loss)/earnings per share attributable to equity holders of the Company:

Basic (loss)/earnings per share (sen) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.35) 24.68 25.03 >100

Diluted (loss)/earnings per share (sen) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.35) 24.64 24.99 >100

(Loss)/profit for the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (86.3) 1,332.2 1,418.5 >100

Other comprehensive income/(loss), net of tax:

Items that will not be reclassified subsequently to profit or loss:

Actuarial (loss)/gain on retirement benefit liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.6) 4.4 14.0 >100

Changes in the fair value of equity investments at fair value through other comprehensiveincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30.7) — 30.7 n/a

(40.3) 4.4 44.7 >100

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges

—Fair value changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.5) (2.7) (0.2) (8.0)Net foreign currency exchange differences

—Exchange differences on translation of foreign operations . . . . . . . . . . . . . . . . . . . . . . 84.7 (43.0) (127.7) (>100)

—Reclassification to profit or loss upon disposal of a subsidiary . . . . . . . . . . . . . . . . . . . — (2.6) (2.6) n/a84.7 (45.6) (130.3) (>100)

82.2 (48.3) (130.5) (>100)

Other comprehensive income/(loss) for the financial year, net of tax . . . . . . . . . . . . . 41.9 (43.9) (85.8) (>100)

Total comprehensive (loss)/income for the financial year . . . . . . . . . . . . . . . . . . . . . . (44.4) 1,288.3 1,332.7 >100

Total comprehensive (loss)/income attributable to:

Equity holders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.8 1,348.5 1,318.7 >100

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (74.2) (60.2) 14.0 18.9

(44.4) 1,288.3 1,332.7 >100

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Revenue

Our revenue increased by 4.8% to RM10,406.9 million in 2019 from RM9,927.6 million in 2018. Thisincrease was mainly attributable to higher revenue from our leisure and hospitality segment.

The table below presents our revenue by business and geographical segments for the years indicated and theyear-on-year change, in absolute amount and by percentage.

Year ended December 31,

2018 2019 Change

RM % RM % RM %

(in RM millions, except %)

Leisure & Hospitality

—Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,594.6 66.4 7,066.6 67.9 472.0 7.2

—United Kingdom and Egypt . . . . . . . . . . . . . . . . . . . 1,780.7 17.9 1,676.4 16.1 (104.3) (5.9)

—United States of America and Bahamas . . . . . . . . . . 1,384.9 14.0 1,469.4 14.1 84.5 6.1

—Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,760.2 98.3 10,212.4 98.1 452.2 4.6

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.3 1.0 101.7 1.0 5.4 5.6

Investments & Others . . . . . . . . . . . . . . . . . . . . . . . . . . 71.1 0.7 92.8 0.9 21.7 30.5

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,927.6 100.0 10,406.9 100.0 479.3 4.8

Revenue from our leisure and hospitality segment in Malaysia increased by 7.2% to RM7,066.6 million in2019 from RM6,594.6 million in 2018. This increase was mainly due to an improved hold percentage in themid-to premium players segments and a 39.0% increase in revenues from non-gaming operations primarily dueto higher average room rates. These increases were partially offset by lower overall business volume fromgaming operations mainly due to reductions in incentives offered to players as part of our cost rationalizationinitiatives.

Revenue from our leisure and hospitality segment in the United Kingdom and Egypt decreased by 5.9% toRM1,676.4 million in 2019 from RM1,780.7 million in 2018. This decrease was mainly due to lower holdpercentage from our premium gaming operations in the United Kingdom and lower revenue from CrockfordsCairo.

Revenue from our leisure and hospitality segment in the United States and the Bahamas increased by 6.1%to RM1,469.4 million in 2019 from RM1,384.9 million in 2018. This increase was mainly due to thestrengthening of the U.S. dollar against the ringgit. Excluding this foreign exchange impact, revenue increased by3.0%, mainly due to higher business volumes from RWNYC.

Cost of Sales

Our cost of sales increased by 8.9% to RM7,912.2 million in 2019 from RM7,265.4 million in 2018. Thisincrease was mainly due to higher gaming expenses primarily due to higher casino duty rates imposed on RWGenting in line with the higher duty rates announced in the Malaysian government’s budget for 2019.

Gross Profit

Due to a higher increase in our cost of sales relative to the increase in our revenue, our gross profitdecreased by 6.3% to RM2,494.7 million in 2019 from RM2,662.2 million in 2018.

Other income

Our other income increased by 16.2% to RM562.4 million in 2019 from RM483.8 million in 2018. Thisincrease was mainly due to the recognition in 2019 of one-off gains on the disposal of a subsidiary andinvestment properties in the United Kingdom of RM123.8 million and RM132.1 million, respectively. This waspartially offset by lower interest income of RM110.5 million, compared to RM299.0 million in 2018, as weceased to recognize interest income on promissory notes issued by the Mashpee Wampanoag Tribe (the “Tribe”).

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Selling and distribution costs

Our selling and distribution costs increased by 3.7% to RM216.7 million in 2019 from RM208.9 million in2018.

Administration Expenses

Our administration expenses increased by 21.9% to RM783.2 million in 2019 from RM642.6 million in2018. This increase was mainly as a result of higher payroll costs for RWNYC.

Reversal of Previously Recognized Impairment Losses

Our reversal of previously recognized impairment losses decreased by 49.8% to RM13.6 million in 2019from RM27.1 million in 2018.

Impairment Losses

Our impairment losses decreased by 96.6% to RM67.6 million in 2019 from RM1,969.9 million in 2018.This decrease was mainly because in 2018 we recognized impairment losses of RM1,834.3 million due touncertainty in the recoverability of our investment in the promissory notes issued by the Tribe following the U.S.Federal Government’s decision that the Tribe did not satisfy the conditions under the Indian Reorganization Actthat allow the Tribe to have the land in trust for an integrated gaming resort development. See note 25 to ourconsolidated financial statements as at and for the year ended December 31, 2019, included elsewhere in thisoffering circular, for more details on our investment in the promissory notes issued by the Tribe.

Other Expenses

Our other expenses increased by 9.3% to RM244.5 million in 2019 from RM223.6 million in 2018. Thisincrease was mainly due to higher land taxes paid in Malaysia.

Other Gains

Our other gains decreased by 46.8% to RM12.6 million in 2019 from RM23.7 million in 2018.

Profit from Operations

As a result of the factors discussed above, we generated profit from operations of RM1,771.3 million in2019 compared to RM151.8 million in 2018.

Finance Costs

Our finance costs increased by 60.7% to RM250.3 million in 2019 from RM155.8 million in 2018. Thisincrease was mainly due to finance costs incurred on certain projects under the GITP that were completed in2019 and are therefore no longer capitalized.

Share of Results in an Associate

In 2019, we acquired a 49% common equity interest in our associate, GERL, which is a holding companythat owns ERI, upon the completion of ERI’s Nasdaq delisting and go-private transaction in November 2019.Following that acquisition, we recognized our share of ERI’s loss of RM31.6 million in 2019, which wasprimarily due to financing costs as well as depreciation and amortization charges.

Profit Before Taxation

As a result of the factors discussed above, we generated profit before taxation of RM1,489.4 million in 2019compared to loss before taxation of RM4.0 million in 2018.

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Adjusted EBITDA

Adjusted EBITDA excludes the effects of non-recurring items from the reporting segments, such as gain orloss on disposals of assets, assets written off, impairment loss or reversal of previously recognized impairmentloss and pre-operating expenses. For additional information regarding the use of Adjusted EBITDA, see“Non-GAAP Financial Measures.”

The table below presents our Adjusted EBITDA by business and geographical segments and EBITDA forthe years indicated and the year-on-year change, in absolute amount and by percentage.

Year ended December 31,

2018 2019 Change

RM % RM % RM %

(in RM millions, except %)

Adjusted EBITDA(1)

Leisure & Hospitality

—Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,297.3 80.0 2,048.2 77.5 (249.1) (10.8)

—United Kingdom and Egypt . . . . . . . . . . . . . . . . . . . 182.4 6.3 231.6 8.8 49.2 27.0

—United States of America and Bahamas . . . . . . . . . . . 305.8 10.6 289.3 10.9 (16.5) (5.4)

—Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,785.5 96.9 2,569.1 97.2 (216.4) (7.8)

Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.1 1.5 49.3 1.9 7.2 17.1

Investments & Others . . . . . . . . . . . . . . . . . . . . . . . . . . 45.2 1.6 23.0 0.9 (22.2) (49.1)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,872.8 100.0 2,641.4 100.0 (231.4) (8.1)

EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807.6 100.0 2,731.4 100.0 1,923.8 >100

(1) Adjusted EBITDA represents EBITDA plus / minus (i) pre-operating expenses, (ii) property, plant andequipment written off, (iii) net gain/(loss) on disposal of property, plant and equipment, (iv) impairmentlosses, (v) reversal of previously recognized impairment losses, (vi) gain on disposal of a subsidiary,(vii) redundancy costs and (viii) others, as detailed in “Summary Financial and Other Information—OtherFinancial Information.”

(2) EBITDA represents profit/(loss) before taxation plus / minus depreciation and amortization, interest income,finance costs and share of results in an associate, as detailed in “Summary Financial and Other Information—Other Financial Information.”

As a result of the factors discussed above, our Adjusted EBITDA decreased by 8.1% to RM2,641.4 millionin 2019 from RM2,872.8 million in 2018.

Taxation

Our tax expense increased by 91.0% to RM157.2 million in 2019 from RM82.3 million in 2018. Thisincrease was mainly because in 2018 we recognized a tax credit arising from the recognition of deferred tax asseton impairment loss of investment in our investment in the promissory notes issued by the Tribe for which therewas no comparable tax credit in 2019.

Profit for the Financial Year

As a result of the factors discussed above, we generated profit for the financial year of RM1,332.2 million in2019 compared with loss for the financial year of RM86.3 million in 2018.

Liquidity and Capital Resources

Cash Flows and Working Capital

Our principal sources of liquidity have been cash generated from operations, proceeds from debt offeringsand bank borrowings. As at December 31, 2020, we had cash and cash equivalents of RM2,452.9 million.

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The table below sets forth selected cash flow statement information for the years indicated.

Year ended December 31,

2018 2019 2020

(in RM millions)

Cash generated from/(used in) operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,815.7 2,755.7 (354.9)

Retirement gratuities paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (14.2) (44.5)

Onerous lease paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) — —

Taxation paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (297.4) (182.3) (94.6)

Tax refund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.1 18.0 12.8

Net cash generated from/(used in) operating activities . . . . . . . . . . . . . . . . . . . . 2,610.5 2,577.2 (481.2)

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,821.2) (2,622.0) (1,280.9)

Net cash generated from/(used in) financing activities . . . . . . . . . . . . . . . . . . . . 1,199.1 (1,461.4) (2,245.7)

Net movement in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,988.4 (1,506.2) (4,007.8)

Effects on currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.7 (17.1) (15.7)

Cash and cash equivalents at the beginning of the year . . . . . . . . . . . . . . . . . . . 5,996.6 7,999.7 6,476.4

Cash and cash equivalents at the end of year . . . . . . . . . . . . . . . . . . . . . . . . 7,999.7 6,476.4 2,452.9

Operating Activities

Net cash used in operations in 2020 was RM354.9 million compared to loss before taxation ofRM2,137.5 million. The difference was primarily due to positive adjustment for non-cash items ofRM2,250.7 million and net cash outflows of RM468.1 million relating to changes in working capital. Our netcash outflows relating to changes in working capital were primarily due to an RM451.4 million decrease inpayables and RM63.8 million increase in amounts due from related companies, which were partially offset byadjustments including a decrease in receivables of RM40.2 million. The principal adjustment for non-cash itemsconsisted of depreciation and amortization of RM1,118.7 million, impairment losses of RM590.7 million andfinance costs of RM331.9 million.

Net cash generated from operations in 2019 was RM2,755.7 million compared to profit before taxation ofRM1,489.4 million. The difference was primarily due to positive adjustment for non-cash items ofRM1,118.7 million and net cash inflows of RM147.6 million relating to changes in working capital. Our net cashinflows relating to changes in working capital were primarily due to a RM85.9 million decrease in restricted cashand a RM53.1 million decrease in receivables, which was partially offset by adjustments includingRM37.2 million due to related companies. The principal adjustment for non-cash items primarily consisted ofdepreciation and amortization of RM1,070.6 million and finance costs of RM250.3 million.

Net cash generated from operations in 2018 was RM2,815.7 million compared to loss before taxation ofRM4.0 million. The difference was primarily due to positive adjustment for non-cash items ofRM2,817.6 million and net cash inflows of RM2.1 million relating to changes in working capital. Our net cashinflows relating to changes in working capital were primarily due to RM134.7 million increase in payables,which was partially offset by adjustments including RM63.1 million payable to related companies. The principaladjustment for non-cash items primarily consisted of impairment losses of RM1,969.9 million primarily due tothe impairment of our investment in the promissory notes issued by the Tribe and depreciation and amortizationof RM954.8 million.

Investing Activities

Net cash used in investing activities in 2020 was RM1,280.9 million mainly due to (i) investments inproperty, plant and equipment of RM1,070.5 million, primarily attributable to development works relating to theGITP and the RWNYC Expansion Project and (ii) investment in our associate ERI of RM743.8 million throughthe subscription of ERI series G and series L convertible preferred stock. These were partially offset by variousitems including proceeds from the disposal of financial assets of RM427.1 million.

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Net cash used in investing activities in 2019 was RM2,622.0 million mainly due to (i) investments inproperty, plant and equipment of RM2,517.9 million, primarily attributable to development works relating to theGITP at RW Genting, the RWNYC Expansion Project and the acquisition of superyacht Tranquility and(ii) acquisition of a 49% common equity interest in our associate ERI for RM663.1 million. These were partiallyoffset by various items including proceeds from the disposal of investment properties of RM425.0 million.

Net cash used in investing activities in 2018 was RM1,821.2 million mainly due to (i) investments inproperty, plant and equipment of RM1,853.5 million, primarily attributable to development works relating to theGITP at RW Genting and (ii) RM400.0 million investment in fixed income funds. These were partially offset byvarious items including interest received of RM147.7 million and proceeds from the disposal of financial assetsof RM120.0 million.

Financing Activities

Net cash used in financing activities in 2020 was RM2,245.7 million mainly due to repayment ofborrowings of RM2,597.4 million, dividends paid of RM1,130.0 million and payment of finance costs ofRM467.7 million. These were partially offset by proceeds from bank borrowings of RM2,080.5 million.

Net cash used in financing activities in 2019 was RM1,461.4 million mainly due to dividends paid ofRM1,073.7 million, repayment of borrowings of RM635.4 million and finance costs paid of RM473.2 million.These were partially offset by proceeds from bank borrowings of RM888.6 million.

Net cash generated from financing activities was RM1,199.1 million in 2018 mainly due to proceeds fromthe issuance of medium term notes of RM2,600.0 million and proceeds from bank borrowings ofRM343.1 million. This was partially offset by factors including dividends paid of RM1,074.6 million, financecosts paid of RM306.0 million and repayment of borrowings of RM250.1 million.

Gearing ratio

Total Debt(1) Total Capital(2) Gearing Ratio(3)

(in RM millions)

As at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,238.4 24,739.0 41.4%

As at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,877.2 29,047.2 37.4%

As at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,760.3 27,713.6 35.2%

(1) Total debt represents total borrowings including lease liabilities.

(2) Total capital is the sum of total debt and total equity.

(3) Gearing ratio is calculated as total debt divided by total capital.

Our gearing ratio as at December 31, 2020 was 41.4% compared to 37.4% as at December 31, 2019. Theincrease in gearing ratio was due to lower equity as a result of losses in 2020.

Our gearing ratio as at December 31, 2019 was 37.4% compared to 35.2% as at December 31, 2018. Theincrease in gearing ratio was due to the adoption of MFRS 16 as total debt increased following the recognition oflease liabilities on January 1, 2019.

Indebtedness and Other Financing Arrangements

As at December 31, 2020, we had total borrowings of RM9,389.2 million, comprising MTNs, secured andunsecured term loans and credit facilities. See note 40 to our consolidated financial statements as at and for theyear ended December 31, 2020, included elsewhere in this offering circular, for details of our borrowings.

The material terms and conditions of our MTNs and material term loans and credit facilities are summarizedin “Description of Certain Material Indebtedness.”

Critical Accounting Policies

The preparation of our financial statements requires our management to select and apply significantaccounting policies and to make estimates and judgments that affect our financial condition and results of

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operations. See note 3 to our consolidated financial statements as at and for the year ended December 31, 2020,included elsewhere in this offering circular, for a summary of our significant accounting policies that are criticalto the portrayal of our financial condition.

Impact of Recently Issued Accounting Standards

A list of recently issued accounting pronouncements that are relevant to us is included in note 2 to ourconsolidated financial statements as at and for the year ended December 31, 2020 included elsewhere in thisoffering circular.

Quantitative and Qualitative Disclosures About Market Risk

Foreign currency exchange risk

We are exposed to foreign currency exchange risk when we and our subsidiaries enter into transactions thatare not denominated in their functional currencies. We attempt to significantly limit our exposure to committedtransactions by entering into forward foreign currency exchange contracts within the constraints of market andgovernment regulations.

Our principal net foreign currency exposure mainly relates to the U.S. dollar, Pound Sterling, Singaporedollar, Hong Kong dollar and Euro. As at December 31, 2020, 2019 and 2018, our largest net currency exposurewas in U.S. dollars with a net currency exposure of RM332.3 million, RM605.6 million and RM87.6 million,respectively.

Interest rate risk

Interest rate risks arise mainly from our borrowings. Borrowings issued at variable rates expose us to cashflow interest rate risk. Debt securities at fixed rate expose us to fair value interest rate risk.

We manage our cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rateswaps have the economic effect of converting the borrowings from floating rates to fixed rates. Under the interestrate swaps, we agree with financial institutions to exchange, at specified intervals, the difference between thefixed contract rates and floating-rate interest amounts calculated by reference to the agreed notional principalamounts.

As at December 31, 2020, 2019 and 2018, our outstanding variable rates borrowings denominated in USDand GBP of which hedges have not been entered into amounted to RM2,473.1 million, RM1,902.2 million andRM1,579.6 million, respectively. If the GBP and USD annual interest rates increase/decrease by 1% respectivelyand all other variables including tax and base lending rates being held constant, our profit/(loss) after tax for2020, 2019 and 2018 will be lower/higher by RM26.3 million, RM19.4 million and RM15.7 million,respectively, as a result of higher/lower interest expense on these borrowings.

Credit risk

Financial assets that potentially subject us to credit risk exposure arises mainly from cash and cashequivalents, deposits with financial institutions, money market instruments and contractual cash flows of debtinstruments.

Credit risk with respect to receivables is limited as we do not have any significant exposure to anyindividual customer or counterparty. Our credit risks are minimized through effective monitoring of receivablesand suspension of sales to customers whose accounts exceed the stipulated credit terms. Credit limits are set andcredit history is reviewed to minimize potential losses.

Our cash and cash equivalents, deposits with financial institutions, money market instruments and incomefund are placed with creditworthy financial institutions and the risks arising thereof are minimized in view of thefinancial strength of these financial institutions. We also seek to invest cash assets safely and profitably and buysinsurance to protect ourselves against insurable risks. In this regard, counterparties are assessed for credit riskand limits are set to minimize any potential losses. See note 4 to our consolidated financial statements as at andfor the year ended December 31, 2020 included elsewhere in this offering circular for more details.

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Liquidity risk

Our liquidity risk arises from a mismatch of our financial assets and liabilities. To manage liquidity risk, ourcash flow is reviewed regularly to ensure that we are able to settle our commitments when they fall due. Cashflow forecasting is performed in our operating entities and aggregated for Group purposes. We monitor rollingforecasts of our liquidity requirements to ensure we have sufficient cash to meet our operational needs so we donot breach borrowing limits or covenants on any of our credit facilities. Such forecasting takes into considerationour debt financing plans, covenant compliance and compliance with internal ratio targets.

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BUSINESS

Overview

We are a large, globally diversified casino and resort owner and operator with over 40 properties in Asia,Europe, the Middle East, the Caribbean and the United States. We own and operate major resort propertiesincluding RW Genting in Malaysia, RWNYC in the United States, RW Bimini in the Bahamas and RWBirmingham in the United Kingdom. In addition, we also own and operate over 30 casinos in the UnitedKingdom, the Crockfords Cairo in Egypt and two seaside resorts in Malaysia, namely RW Kijal in Terengganuand RW Langkawi on Langkawi island.

Our company was incorporated in Malaysia on May 7, 1980 as a private company limited by shares, and ourshares have been traded on the Main Market of Bursa Malaysia since our listing on December 22, 1989. We hada market capitalization of RM17.4 billion as of March 31, 2021.

Our Malaysian leisure and hospitality business contribute significantly to our revenue and AdjustedEBITDA, comprising 69.2% of our revenues and all of our Adjusted EBITDA for 2020. RW Genting, theGenting Group’s flagship property, is a premier integrated resort destination located near the capital of Malaysia,Kuala Lumpur, and the only land-based licensed casino in Malaysia. RW Genting features wide-ranging leisureand entertainment facilities, comprising about 10,500 rooms spread across seven distinct hotels (including thelargest hotel in the world by room count), gaming, theme park and amusement attractions, dining and retailoutlets, as well as international shows and business convention facilities. In 2013, we embarked on a 10-yearmaster plan to reinvigorate and transform RW Genting under the GITP. Since the progressive roll out of theGITP facilities and attractions from the end of 2016 to 2019, RW Genting has recorded a steady rise in visitationand revenues every year, welcoming more than 28.7 million visitors in 2019. The new Genting SkyWorldsoutdoor theme park, which is part of the GITP, is expected to open in the middle of 2021 and will add to RWGenting’s extensive entertainment offerings. The theme park will have various international movie themedattractions and feature, among others, movies from 20th Century Studios.

In the United Kingdom, we own and operate over 30 casinos, making us one of the United Kingdom’slargest leisure and entertainment businesses. In addition, we own and operate RW Birmingham, the firstintegrated leisure complex of its kind in the United Kingdom, offering gaming and entertainment facilities, retailand dining outlets and a 182-room four-star hotel.

In the United States, we own and operate RWNYC, the first and only video gaming machine (“VLT”)facility in New York City at the site of the Aqueduct Racetrack. As a premier entertainment hub, RWNYChouses over 6,500 slots and electronic table games, numerous casual and fine dining restaurants and bars, and a35,000 square foot multi-purpose entertainment and event space. We are now expanding RWNYC to add newfacilities and attractions, which will include expanded gaming space to host additional electronic table games, anew 400-room hotel, new food and beverage venues, retail space, meeting and conference space. In Miami, weown the 527-room Hilton Miami Downtown Hotel, which sits on approximately 30 acres of prime freeholdwaterfront land. We also hold an indirect 49% common equity interest in ERI, which owns and operates RWCatskills and Monticello Raceway in New York. RW Catskills is an integrated casino resort situated on a1,700-acre site approximately 80 miles northwest of New York City, operating under one of only four state-widecommercial casino licenses. RW Catskills offers an enticing all-season entertainment experience featuring livetable games, sports betting, VLTs, over 400 rooms across two hotels, diverse restaurants and conference space.Monticello Raceway, which is proximate to RW Catskills, is a harness racing facility offering both simulcastingand pari-mutuel wagering.

In the Bahamas, we own and operate RW Bimini, a 750-acre beachfront resort which features a casino, TheHilton at RW Bimini, restaurants and bars, various resort amenities as well as the largest yacht and marinacomplex on Bimini Island.

In the Middle East, Crockfords Cairo, an exclusive casino situated inside the posh surroundings of The NileRitz-Carlton Hotel in Cairo, Egypt, is our first venture into the region.

Our parent company, Genting Berhad, is an investment holding and management company. As one ofAsia’s leading multinational companies, it has been listed on the Main Market of Bursa Malaysia since 1971 and

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had a market capitalization of RM19.4 billion as of March 31, 2021. It is focused predominantly on the globalgaming and hospitality industry, and it also holds significant interests in leisure and hospitality, powergeneration, oil palm plantations, property development, biotechnology and oil and gas-related activities.

Group Structure

The chart below sets forth the ownership structure of our company and our core properties as at the date ofthis offering circular.

Genting Berhad

Genting Malaysia

Malaysia

Resorts WorldGenting

Resorts World Kiljal

Resorts WorldLangkawi

U.S. & Bahamas

Resorts World NewYork City

Resorts WorldBimini

Resorts WorldCatskills

U.K. & Egypt

Genting UnitedKingdom

Resorts WorldBirmingham

100%

100%

100%

100%

78%

49%

100%

100%

49.5%

Company Strengths

Globally Diversified Gaming Company with Worldwide Operations and Strong Investment-Grade Ratings

We pioneered the integrated resort business model for the Genting Group with the opening of RW Gentingin Malaysia in 1971. In the ensuing years, we developed into one of the world’s most diversified casino andresorts operators with over 40 properties across Asia, Europe and the Americas. We now hold gaming licenses inMalaysia, the United States, the United Kingdom and the Bahamas.

We have an established track record of developing and operating integrated resorts in various core markets.In Malaysia, we hold the only land-based casino license and we own and operate the first and only VLT facilityin New York. We are also one of the United Kingdom’s largest gaming operators. Our key properties includeRW Genting in Malaysia, RWNYC in New York City, RW Bimini in the Bahamas, RW Birmingham and over30 other casinos in the United Kingdom and Crockfords Cairo in Egypt. Our associate ERI also owns RWCatskills in New York.

The Genting brand is recognized globally, and we have a loyal customer base of over 17 million playersfrom around the world who are members of the Genting Rewards loyalty program. In 2017, 2018 and 2019, ourproperties had approximately 35.3 million, 38.3 million and 41.1 million visitors. Our flagship property, RWGenting, had approximately 28.7 million visitors in 2019, exceeding Malaysia’s 2019 international touristarrivals of 26.1 million, as reported by the Ministry of Tourism & Culture of Malaysia.

We have also demonstrated a strong record of geographic diversification over the years, with ournon-Malaysia businesses contributing around 30% of our total annual revenue from 2016 to 2020. As highlighted

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by the ongoing COVID-19 pandemic, where local pandemic-related government restrictions affected ouroperations in each location to varying degrees, geographic diversification can minimize single-asset revenue risk.

We are one of the world’s highest internationally rated gaming groups as reflected in our expected ratings ofBBB by Standard & Poor’s Ratings Services (“S&P”) and BBB by Fitch Ratings Ltd. (“Fitch”). We believe weare a strong investment grade credit due to our robust operating track record, diversified global presence,historically strong and stable cash flows, financial resiliency and prudent financial management, most recentlyshown in the current challenging and unprecedented operating environment.

RW Genting, the Genting Group’s Flagship Asset, has a Unique Location and Diversified Offerings

We own and operate RW Genting, the Genting Group’s flagship asset. It commenced operations in 1971 asthe Genting Group’s first integrated resort and has been in operations for over 50 years.

RW Genting is Malaysia’s only licensed-casino and integrated resort; it features wide-ranging leisure andentertainment facilities, including approximately 10,500 hotel rooms across seven uniquely themed hotels,gaming, theme parks and other amusement attractions, dining and retail outlets, as well as international showsand business convention facilities. RW Genting’s unique location—in a cool mountain range, 6,000 feet abovesea level—provides a respite from Malaysia’s tropical climate, making it a one-of a kind, cross-demographicholiday destination. We operate in a highly regulated industry in Malaysia and therefore, we believe there arehigh barriers to entry for this industry in Malaysia.

RW Genting benefits from a strong domestic customer base. Due to its close proximity to Malaysia’s capitalcity of Kuala Lumpur and easy accessibility, RW Genting is a popular day-trip and weekend destination. Daytrippers accounted for more than 70% of RW Genting’s visitors annually from 2016 to 2019 and 81% of RWGenting visitors in 2020. This strong domestic customer base partially insulates it from the current cross-borderinternational travel restrictions, as compared with some of our competitors with gaming operations that areheavily reliant on international tourists.

We are at the tail-end of RW Genting’s 10-year GITP which we launched in 2013. The GITP is a 10-yearmaster plan to reinvigorate and transform RW Genting, budgeted at RM10.4 billion. The GITP is approximately85% complete (RM8.8 billion incurred as of December 31, 2020), with approximately RM700 million committedto be spent in 2021 and 2022. One of the GITP’s early successes was the opening of the Genting SkyAvenuelifestyle mall and Genting SkyCasinos in 2017 which enhanced RW Genting’s differentiated offerings. Since theprogressive roll out of the GITP’s new facilities and attractions from 2017, we recorded increasing visitationsand revenues each year until our operations were disrupted by the pandemic in 2020. RW Genting’s highlyanticipated marquee outdoor theme park, Genting SkyWorlds, is on track to open in the middle of 2021.Spanning across 26 acres, Genting SkyWorlds will be the region’s newest theme park, and boasts 26 attractionsand rides, including attractions and rides with international class movie themes. It is expected to enhance RWGenting’s extensive entertainment offerings and become a key growth driver for higher visitations from domesticand foreign guests. Once domestic and international travel restrictions are relaxed, we expect RW Genting’sdiversified offerings will attract more domestic and international visitors.

Agile in Aligning to New Operating Environment and Resolute in Efforts to Strengthen Financial Resiliencein a Challenging Environment

We have demonstrated effective financial and operational management in a challenging environment. Inresponse to the pandemic, we have recalibrated our operations and adopted a leaner cost structure to adapt to anew operating environment that better position us for recovery. We have also reengineered our processes whichincludes digitalization and automation to capitalize on the eventual recovery of the leisure and entertainmentindustry.

Due to the COVID-19 pandemic, the operations of RW Genting were temporarily closed for various periodsin 2020 and 2021 in compliance with Malaysian government restrictions. RW Genting’s reopening on June 19,2020 was positively received, with local patronage ramping up to a peak of around 48,000 visitors per day (73%of 2019 levels) and hotel occupancy rates were above 90% of available hotel capacity, before domestic travelrestrictions were re-imposed by the Malaysian government in mid-October 2020. This demonstrates that RW

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Genting is a destination of choice. On January 22, 2021, RW Genting was again temporarily closed but has sincereopened from February 16, 2021. While limited local travel restrictions remain, the Malaysian government hasprogressively eased its pandemic-related restrictions and announced that it targets to vaccinate 80% of thecountry’s population by February 2022. While uncertainties remain, we expect the vaccination roll out to havesignificant positive impacts on our business in Malaysia, especially on RW Genting. We believe we are in abetter position than our peers in the region to be able to ramp up our operations quickly to respond to increasedbusiness once local travel restrictions are lifted.

We have improved operational flexibility which enabled us to deal with the volatile and challengingoperating environment. RWNYC closed in mid-March 2020 and was allowed to recommence operations fromSeptember 9, 2020, at reduced capacity. During the period of the property closure, we furloughed employees,reduced headcount and significantly reduced all other discretionary expenses in order to maintain liquidity. Withstreamlining of our cost structure, RWNYC recorded healthy EBITDA margins upon reopening and untilNovember 13, 2020, when NYSGC mandated that all New York State casinos, including RWNYC, had to abideby a 10:00 pm curfew, resulting in a 30% drop in operating hours. Notwithstanding this restriction, RWNYCrecorded approximately 76% and 68% of November 2019 and December 2019’s gross gaming revenue inNovember 2020 and December 2020, respectively. RWNYC has been operating at full opening hours sinceApril 5, 2021 when the New York State government lifted the curfews on casinos.

In the United Kingdom, we had to temporarily close our properties in mid-March 2020 in compliance withgovernment directives. These properties have been allowed to reopen and temporarily closed again on variousdates due to pandemic-related restrictions. We have been resolute in our efforts in managing our cost base andliquidity. We have closed four casinos that are less popular in the United Kingdom to mitigate losses, reducedheadcount by approximately 40%, and furloughed majority of headcount during periods of closure to reduce cashburn. The United Kingdom government has announced a phased opening of the economy, and gamingbusinesses, including our casinos, are expected to reopen on May 17, 2021.

Strategic and Synergistic Relationship with Genting Berhad

Our parent company, Genting Berhad, is an investment holding and management company and one ofAsia’s leading multinational companies. It has been listed on the Main Market of Bursa Malaysia since 1971 andhad a market capitalization of RM19.4 billion as of March 31, 2021. We are of strategic importance to GentingBerhad which holds a 49.5% equity stake in GenM and is our controlling shareholder. RW Genting is GentingBerhad’s key asset in Malaysia and our revenues constituted around 50% of Genting Berhad’s annual grossrevenues from 2016 to 2019. New York is an important feeder market for Las Vegas and we expect significantcross-play between RWNYC, RW Catskills, and RW Las Vegas, Genting Berhad’s US$4.3 billion integratedresort property that is expected to open this year.

We benefit from operational synergies with Genting Berhad. Through various arrangements, GentingBerhad and its subsidiaries provide us with various management and technical expertise, use of multiple licensesand gaming software, including the use of the “Genting” and “Resorts World” brand names. We believe theGenting and Resorts World brands have become well-known over the past 50 years—not only in Asia, but also inEurope, the United States and the Caribbean. In the last two decades, Genting Berhad and its subsidiaries havepursued an international growth strategy, which we believe has increased awareness of the Genting and ResortsWorld brand names. Through the Genting Rewards loyalty program, we have access to a valuable customerdatabase comprising over 17 million members from around the world; it carries five tiers of differentiation(“rated play”) and allows players to redeem points earned from game play for goods and services at our casinosand, through the Genting Rewards Alliance, at Resorts World properties globally. We believe the GentingRewards loyalty program encourages cross-play among the various Resorts World properties globally. It alsoallows our casino hosts to identify their properties’ most active players and drive return traffic through offers ofadditional services or hotel stays. We also benefit from strong reputational and licensing linkages with GentingBerhad and its subsidiaries that hold or operate gaming businesses. Genting Berhad has global standing and goodrelationships with gaming regulators in Singapore, Nevada, New York, the United Kingdom, Bahamas andMalaysia.

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Strong Liquidity Position and Access to Financing

We have strong investment-grade metrics. Through proactive liquidity and capital expenditure management,we believe we have minimal liquidity pressure from capital expenditures for the next two years.

Our planned expansion capital expenditures for 2021 of around RM800 million, primarily relating to ourRWNYC Expansion Project and Genting SkyWorlds at RW Genting, are fully funded. We have eased liquiditypressure by deferring non-essential capital expenditures and extending our debt maturity profiles throughrefinancing exercises. We also plan to continue deferring non-essential capital expenditures, such as certain ofour maintenance capital expenditures, with the aim to limit such expenditures to less than RM300 million peryear in 2021 and 2022 and to approximately RM576 million in 2023.

As of December 31, 2020, we had cash and cash equivalents of RM2,453 million and, as adjusted to reflectthe refinancing and drawdown under the GENNY Secured Term Loan Facility in February 2021, total revolvingand short-term loan facilities in RM, USD and GBP equivalent to RM2,293 million, of which RM886 million hasnot been utilized. We believe this provides us with a reliable liquidity cushion, if needed.

We believe we are well positioned to manage any refinancing risk and maintain a healthy liquidity position.If the need arises, we have a strong and successful track record of accessing financing through the domestic andinternational capital markets as well as bank financing, and we have strong and long-standing relationships withfinancial institutions. Our notable financing exercises include issuing an aggregate of RM7.6 billion in principalamount of MTNs issued under our MTN Program (as defined under “Description of Certain MaterialIndebtedness—GENM Capital Berhad Medium Term Notes”) between 2015 to 2018 and a recent issuance ofUS$525 million 3.300% Senior Notes due 2026 by our wholly-owned subsidiaries, GENNY and GENNYCapital. See “Description of Certain Material Indebtedness” for a description of these financings.

Highly Experienced and Proven Management Team with Robust Local Gaming Industry Experience

We and our affiliates have a track record of over five decades of successfully developing and operatingintegrated resorts throughout the world, including in highly regulated jurisdictions such as Malaysia, Singapore,the United States, the United Kingdom and the Bahamas. This proven track record is driven by our strong andexperienced senior management team led by Tan Sri Lim Kok Thay, our Deputy Chairman, Chief Executive andthe son of Genting Berhad’s founder, who joined the Genting Group in 1976. Our dedicated senior managementteams in Malaysia, the United States and the United Kingdom have around 30 years or more of relevantexperience in the local gaming industry in which they operate. Tan Sri Lim and our senior management teamcollectively have over 300 years of experience in the leisure, hospitality, and gaming business, having navigatedthrough the SARS and MERS outbreaks and the 2008 financial crisis, and successfully expanded our operationsand those of our affiliates into several new markets in the last ten years.

Business Strategies

Recalibrating Our Business Model to Operate in the New Environment; Building on Strategic Initiatives toPrepare For Full Resumption of Business

We will continue to reengineer our processes to capitalize on the eventual recovery of the leisure andhospitality sector. These initiatives include digitalization, automation and the introduction of new contactlessoperating measures to enhance the guest experience within our resorts. These include the use of digital deviceswithin the casino, digital keys to check into our hotel rooms and intelligent queuing systems.

We will also continue to build on the strategic initiatives to drive visitation and spend at our resorts. We willalso leverage on partnerships with renowned brands to increase footfall and foster higher spend at our variousresorts globally.

In Malaysia, we expect the GITP will be a key catalyst for growing RW Genting’s visitor numbers and ourbusiness. The GITP’s highly anticipated marquee outdoor theme park, Genting SkyWorlds, is on track to open inthe middle of 2021. Spanning across 26 acres, the park will feature 26 thrilling world-class rides and attractions,including one or more movie world premieres. In addition to our own original and exciting intellectual properties(“IP”), Genting SkyWorlds will also incorporate, amongst others, 20th Century Studios brands and IP such as Ice

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Age, Night at the Museum and Planet of the Apes. These will complement our other offerings at RW Genting,which we expect will generate incremental visitation and revenues. While waiting for international borders toreopen, we remain focused on the domestic market via our bus and tour programs.

In New York, we are in the midst of our RWNYC Expansion Project. Once completed, RWNYC willinclude expanded gaming space to host additional games, a new 400-room hotel, new food and beverage venues,retail space, meeting and conference space and an enhanced bus drop-off area. The Expansion Project’s designfocuses on critical non-gaming amenities essential to facilitating the growth of gaming revenues, while alsoproviding space for the additional gaming units, including up to 800 new electronic video games. We plan toleverage the Expansion Project to attract and retain customers from a wider geographical radius and to developour strong local standing, grow our market share and benefit from what we believe is an underpenetrated NewYork market.

In the Bahamas, we plan to improve accessibility and infrastructure at RW Bimini and we have a strategicpartnership with a renowned brand to operate a premium beach club at our property to drive footfall and higherspend at the resort. We also partner with reputable cruise liners in designating RW Bimini as one of their ports ofcalls to increase visitation to our resort.

We have also put in place comprehensive initiatives for the resumption of business post-COVID pandemic.In reopening our properties, we have implemented—and will continue to implement—stringent health and safetyprecautionary measures at all of our properties to ensure the safety and well-being of our guests and employees.We have reengineered our processes and developed comprehensive safety protocols in line with governmentguidelines and global best practices. These include safe distancing and contact tracing measures, installation ofthermal scanners and plexiglass barriers, deployment of hospital-grade air filters in ventilation systems, andfrequent sanitation of common areas. We will also continue to implement cost rationalization initiatives tostreamline our operations. These initiatives include: maintaining a leaner cost structure to protect our bottom lineand profitability, and streamlining our cost structure and identifying operational efficiencies to quickly adjust thescale and scope of our operations to appropriately meet the level of demand for our services.

Monetizing Brand Equity and Leveraging Our Resorts World Brand Affiliation Through Cross-Marketingwith Other Genting Berhad Properties

We believe the Genting and Resorts World brands have become well-known over the past 50 years—notonly in Asia, but also in Europe, the United States and the Caribbean. In the last two decades, Genting Berhadand its subsidiaries have pursued an aggressive international growth strategy, which we believe has increasedawareness of the Genting and Resorts World brand names globally. We will continue to develop our marketshare in the United States by leveraging on the Resorts World brand, which is a well-known hospitality brand inthe Asian markets, to target the large regional Asian demographic and high-end Asian players living in or visitingthe New York City metropolitan area. Through the Genting Rewards loyalty program, which is implementedacross all the Genting Group properties, including our properties, as well as those under our associate, ERI, andour brand affiliate, Genting Hong Kong Limited, we have access to a valuable customer database comprisingover 17 million members from around the world. To the extent permitted by the relevant laws, we will cross-market our products and services via the Genting Rewards program to implement new business opportunitieseffectively, including encouraging cross-play among RWNYC, ERI-owned RW Catskills and Genting Group’sRW Las Vegas integrated resort development that is expected to open later in the year. We believe the underlyingstrength of our branding coupled with continued marketing initiatives targeting our existing clients and othermembers of the Genting Rewards program will help drive traffic to our various properties globally.

Maintaining a Prudent Financial Policy

We plan to continue our prudent financial policy of maintaining a conservative capital structure, whichprovides financial and operational stability through economic cycles. We aim to optimize our debt and equitymix by using internal cash flows and external debt financing to fund our planned expansion, working capitalexpenditures, and refinancing existing debt. Our financing plan is aimed at achieving favorable funding costs, abalanced debt-maturity profile, and managing exposure to foreign exchange risk.

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Sustainability is at the Forefront of our Operations; Anchoring Re-growth on Social Inclusivity,Environmental Management and Responsible Business Practices

We aim to provide world-class services and entertainment in a safe, responsible and sustainableenvironment. Sustainability is at the forefront of our operations. Our comprehensive Environment, Health &Safety (“EHS”) and quality policy guides our commitment to improving our performance in variousenvironmental aspects. We have gained global recognition for our sustainability efforts. We have been aconstituent of the FTSE4Good Index Series since June 2018. The Genting Group has also been recognized by theWall Street Journal (“WSJ”) as among the top 100 most sustainably managed companies of 2020—only one oftwo companies from the leisure and hospitality industry to have been included in WSJ’s ranking. Some of oursustainability initiatives include water management and energy conservation. Our Genting Green Generation(G3) platform aims to create a generation that contributes to sustainable development by educating andpromoting sustainability initiatives within our company and local community. For example, at RW Genting, wehave implemented eco-friendly water-saving devices and we also harvest rainwater on-site for reuse. We are alsoconscious of our carbon footprint and take proactive measures to minimize the impact to the environment. Wehave set energy reduction targets annually for our properties and have taken steps to reduce our energyconsumption from non-renewable sources. For example, we have embarked on an energy optimization programwhere we optimize the usage of our pump systems, escalator operations, lighting system and hot water system, toensure efficient use of energy throughout RW Genting and implemented building management systems for ourproperties in the United Kingdom and the United States. We plan to continue to advance our EHS initiatives inthe future.

Developments Related to COVID-19

On March 11, 2020, the WHO declared the COVID-19 outbreak to be a global pandemic. The COVID-19pandemic and the preventive measures taken by governments worldwide have placed significant pressure on theeconomies of countries in which we operate. The tourism, leisure & hospitality and gaming industries are amongthe most affected by this unprecedented public health crisis.

Malaysia

In Malaysia, in response to the COVID-19 outbreak, the government of Malaysia implemented the firstmovement control order (“MCO”) on March 18, 2020. In compliance with the first MCO, operations at RWGenting, RW Kijal and RW Langkawi were suspended from March 18, 2020 until mid-June 2020. RW Gentingresumed operations on June 19, 2020 to positive response, despite having to operate at reduced capacity incompliance with stringent health and precautionary measures implemented by the authorities. In July 2020 (thefirst full month of operations since reopening), RW Genting’s gross gaming revenue (“GGR”) was approximately60% of GGR for July 2019 and hotel occupancy was above 80% of available capacity of approximately 5,000rooms. GGR continued to improve in August 2020 and September 2020 to approximately 84% of August 2019GGR and 80% of September 2019 GGR, respectively. In addition, hotel occupancy was above 85% of availablecapacity of approximately 5,000 rooms in August and September 2020, respectively. When travel restrictionswere imposed in mid-October 2020 due to the increasing COVID-19 cases in Malaysia, average daily visitationspeaked at 48,000/day in September 2020 and dropped to a low of approximately 15,000/day in November 2020.As a result, hotel occupancy dropped to a low of 46% of available capacity of approximately 3,000 rooms inNovember 2020. GGR recorded in December 2020 was approximately 41% of December 2019 GGR.

From December 7, 2020, travel restrictions were lifted but by January 22, 2021, amid the rise of COVID-19cases in Malaysia, the government of Malaysia announced the second MCO. In response to the second MCO, wehad to temporarily close our properties in Malaysia. RW Genting has since reopened on February 16, 2021 whileRW Langkawi and RW Kijal reopened on February 19, 2021. However, travel restrictions are still in place as therestrictions under the second MCO are expected to be relaxed progressively. We have recalibrated our operatingstructure and reengineered our processes as well as our cost base to address these unprecedented challenges andto capitalize on the eventual recovery of the leisure and hospitality sector. The safety and wellbeing of the RWGenting community remains a priority as we continue to emphasize stringent health and precautionary measuresas part of the RW Genting StaySafe Promise. These include, among others, limiting the number of seats per tablegame, slot machine spacing, temperature checks, disinfection protocols, compulsory mask protection and health

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declarations using mobile applications. Meanwhile, our highly anticipated outdoor theme park, GentingSkyWorlds, is targeted to open by the middle of 2021. The theme park is a key growth initiative for theMalaysian operations.

Other Locations

In the United Kingdom, RW Birmingham and all of our other land-based casinos, which we own andoperate through GENUK, suspended operations on March 21, 2020 in compliance with government directives.The majority of our land-based gaming operations, including RW Birmingham, reopened with reduced capacityin August 15, 2020. In September 2020 (the first full month of operations since reopening), GENUK revenue wasapproximately 70% of September 2019 adjusted revenue. After a 10:00 pm government-mandated curfew tookeffect on September 24, 2020, GENUK revenue in October 2020 declined to approximately 50% of October 2019adjusted revenue. Subsequently, in compliance with national and local government directives to curb the spreadof COVID-19, these casinos were periodically closed throughout November and December 2020 and GENUKrevenue in November 2020 reached a low of 19% of November 2019 adjusted revenue. 2019 adjusted revenuerefers to GENUK 2019 revenue as adjusted to exclude revenue from casinos in the United Kingdom that weretemporarily closed in the comparative period in 2020. As of December 31, 2020, all of our land-based casinos inthe United Kingdom remain temporarily closed. The United Kingdom government has announced a phasedopening of the economy, and the gaming businesses are expected to reopen on May 17, 2021.

In the United States, our operations at RWNYC, which we own and operate through GENNY, weresuspended on March 16, 2020 and reopened on September 9, 2020 to positive response despite having to operateat limited capacity and operating hours with safety and precautionary measures in place. After reopening,RWNYC October 2020 GGR was approximately 96% of October 2019 GGR. However, in mid-November 2020,the NYSGC mandated that all casinos in New York State (“NYS”), including RWNYC, had to abide by a 10:00pm curfew, causing a reduction in our daily operating hours from 20 to 14 hours. As a result, GGR fell toapproximately 76% and 68% of November 2019 and December 2019’s GGR in November 2020 and December2020, respectively. Consequently, adjusted EBITDA also dropped to approximately 81% and 75% of November2019 and December 2019’s adjusted EBITDA in November 2020 and December 2020, respectively. Similarly,operations at RW Catskills, which is owned by our 49% associate ERI, were suspended on March 16, 2020 andreopened on September 9, 2020. RWNYC and RW Catskills resumed full operating hours starting April 5, 2021,after the NYS government mandated 11:00 pm curfew for casinos was lifted. Meanwhile, development work forthe Expansion Project at RWNYC restarted on June 8, 2020. The development of the new upscale 400-roomHyatt Regency JFK at Resorts World New York hotel is progressing well and is set to open in phases from themiddle of 2021.

In the Bahamas, RW Bimini, which temporarily closed since March 18, 2020, resumed operations on July 2,2020 but was subsequently suspended on July 25, 2020 amid renewed concerns from local authorities about thepandemic. RW Bimini reopened on December 26, 2020.

Despite the above-described reopenings, most of our hotels, facilities, attractions and other offerings are stillsubjected to significant restrictions on operating capacity, operating hours and other activities.

Reopening and Cost Saving Measures

In reopening our properties, we have implemented and will continue to implement, stringent health andprecautionary measures at all of our properties to ensure the safety and well-being of our guests and employees.These measures have included and will likely continue to include reconfiguration of slot machines and tablegame seating, requirements for both guests and employees to wear personal protective equipment, disinfectionprotocols, promotion of social distancing through the use of plexiglass barriers between adjacent gamingpositions and using floor stickers in queuing areas, implementing hospital grade air filters in ventilation systems,limitations on indoor dining and other facility capacities in line with governmental guidelines and othermeasures.

Across our operations in 2020, we reduced cash burn by approximately 30%, in particular: (i) in Malaysia,we reduced cash burn from RM3.0 million per day during the first MCO (starting from March 18, 2020) to

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RM2.6 million per day during the second MCO (starting from January 22, 2021) and (ii) in the United Kingdom,reduced cash burn from GBP8.0 million per month to GBP5.0 million per month during the second UnitedKingdom lockdown (from November 5 to December 2, 2020) and further to GBP4.0 million during the thirdlockdown (starting January 5, 2021). Across our operations group-wide, we reduced employee costs byapproximately RM800 million in 2020 as compared with the prior year.

The pandemic-related closures have adversely affected our business, financial condition, results ofoperations and cash flows for 2020 and are continuing to affect us. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations—Results of Operations—Year ended December 31, 2020compared to year ended December 31, 2019.” If we can fully reopen our properties that have recommencedoperations, or our other properties that remain closed are reopened, there can be no assurance that our business,financial condition, results of operations or cash flows will return to levels that existed prior to COVID-19.Historical results are not necessarily indicative of the results we expect in future periods and do not necessarilyreflect the ongoing impact of COVID-19 on our business and operations. See “Risk Factors—Risks Relating toOur Business.”

We believe we have developed a dynamic and flexible operating plan that will allow us to quickly adjust thescale and scope of our operations to appropriately meet the level of demand for our services once our variousproperties are permitted to reopen. However, while the steps we have taken to reduce our expenses and cash burnin an effort to mitigate these and potential future decreases, we continue to have significant fixed and variableexpenses that will impact our cash position and results of operations. The reopening of our properties will alsoentail additional costs as we adopt new health and safety protocols.

Business and Geographical Segments

A significant portion of our revenues are generated from our leisure & hospitality business. The table belowpresents our revenue by business and geographical segments and as a percentage of total revenue for the yearsindicated.

Year ended December 31,

2018 2019 2020

RM % RM % RM %

(in millions, except %)

Leisure & Hospitality

Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,594.6 66.4 7,066.6 67.9 3,133.3 69.2

United Kingdom and Egypt . . . . . . . . . . . . . . . . . . . . 1,780.7 17.9 1,676.4 16.1 651.9 14.4

United States of America and Bahamas . . . . . . . . . . . 1,384.9 14.0 1,469.4 14.1 604.5 13.3

Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,760.2 98.3 10,212.4 98.1 4,389.7 96.9

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.3 1.0 101.7 1.0 75.3 1.7

Investments & Others . . . . . . . . . . . . . . . . . . . . . . . . . 71.1 0.7 92.8 0.9 63.8 1.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,927.6 100.0 10,406.9 100.0 4,528.8 100.0

Properties

Malaysia

Resorts World Genting

RW Genting, is our integrated leisure and entertainment resort located at the peak of Genting Highlands,approximately 58 kilometers from Kuala Lumpur, Malaysia. RW Genting commenced operations in 1971. Thisresort includes theme parks, international shows and business convention facilities and hotels. It also housesMalaysia’s only licensed land-based casino, in addition to entertainment, retail outlets and food and beveragefacilities.

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RW Genting recorded 25.9 million, 28.7 million and 12.7 million visitors in 2018, 2019 and 2020,respectively.

RW Genting is managed by Genting Hotel & Resorts Management Sdn Bhd (“GHRM”), a wholly-ownedsubsidiary of Genting Berhad, pursuant to a 30-year resort management agreement entered into in 1989, which isrenewable at GHRM’s option at the end of the original term for three consecutive periods of 20 years each. Theresort management agreement was renewed in September 2019 upon the expiration of the original 30-year term.The amount payable to GHRM under this arrangement is based on a basic and incentive fee structure. The basicfee is calculated based on the gross revenue, and the incentive fee is calculated based on the net operating incomeof RW Genting. In 2018, 2019 and 2020, our management fees under the RMA were RM499.4 million,RM468.3 million and RM187.4 million, respectively. See “Description of Certain Material Agreements andRelated Party Transactions—Management Services Agreement.”

The table below set outs certain key operating metrics at RW Genting for the years indicated:

For the Year Ended December 31,

2018 2019 2020

Visitors (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.9 28.7 12.7

Day trippers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73% 76% 81%

Genting Rewards loyalty program members (in millions)(1) . . . . . . . . . . . . . . . 4.6 5.0 5.0

Hotel rooms(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,500 10,500 4,400

Average occupancy(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97% 95% 50%

Average room rate per night (in RM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 219 222

(1) Approximate number of members as of December 31 of the year indicated.

(2) Approximate number of hotel rooms available for booking as of December 31 of the year indicated.

(3) Calculated as the total approximate number of hotel rooms booked divided by the total approximate numberof hotel rooms available for booking, each for the period indicated.

Casino

A substantial proportion of RW Genting’s total revenue is derived from its gaming operations. RWGenting’s gaming facilities have a gaming area of over 200,000 square feet with different types of table gamesand slot machines. The casino is open every day and is divided into a variety of themed sections. Each section isaccessible to all visitors, except the International Rooms and VIP rooms, which are only available to certainGenting Rewards card members and their invited guests.

In February 2013, RW Genting opened the Genting Club, a premium gaming venue, which offers itsmembers—who join by invitation only—bars and restaurants, including a 360 Bar with a stage at its center toprovide live performances.

Visitors to the casino principally comprise guests of RW Genting’s hotels who primarily visit fromMalaysia or Singapore, or guests who are repeat “day trippers,” and tourists from overseas destinations. RWGenting’s principal market is mass-market players comprising visitors to the casinos who are not classified ashigh-spending customers. We derive a substantial proportion of our income from this segment of the market. Inaddition, RW Genting also caters to VIP players, who generally spend significantly more at the resort than themass-market players. In 2018, 2019 and 2020, the mass market contributed 57%, 53% and 40%, respectively, ofthe gaming revenue mix in RW Genting.

Hotels and Accommodation

RW Genting provides visitors with a wide choice of accommodations, ranging from budget-style to five-starhotel rooms. Visitors also have the option to stay in self-catered or serviced apartments.

RW Genting has seven hotels: Theme Park Hotel, Genting Grand, Awana Hotel, Resort Hotel, HighlandsHotel, Crockfords and First World Hotel, totaling about 10,500 rooms. Since their respective opening dates, we

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have progressively refurbished, upgraded and extended these hotels. In June 2015, the First World Hotel regainedits title as the largest hotel in the world (by room count) with approximately 7,300 rooms.

Theme Parks and Other Attractions

One of the upcoming attractions under the GITP is the new Genting SkyWorlds outdoor theme park, whichis currently under construction and expected to commence operations by the middle of 2021. The theme park willhave various international class movie themed attractions and feature, amongst others, movies from 20th CenturyStudios. Spanning an area of 26 acres, the theme park provides 26 rides and attractions, some of which are thefirst of its kind in the world. Visitors can also explore a range of unique food and beverage options and pre-booktheir spot on rides and attractions to minimize queue time. Meanwhile, the Skytropolis indoor theme park in FirstWorld Plaza, which spans over 400,000 square feet, offers over 20 rides. See “— Projects—Genting IntegratedTourism Plan.”

RW Genting also offers visitors entertainment options, including performances and concerts. Entertainmentofferings are reviewed monthly as part of our strategy to attract and maintain customer interest. GentingInternational Convention Centre at the First World Hotel and First World Plaza (“GICC”) offers approximately150,000 square meters of conference space. GICC includes the Grand Ballroom, 18 meeting rooms and abusiness center. The column-free hall of GICC is flexible and can be divided into areas to cater for banquets,concerts, exhibitions or conferences. The Genting SkyAvenue Mall at RW Genting offers approximately 600,000square feet of retail space and has a wide range of dining options with offerings from popular local street food tofine dining restaurants and bars. The Genting Highlands Premium Outlets (a joint venture between our affiliate,Genting Plantations, and Simon Property Group) at mid-hill further complements the various attractions at RWGenting.

Projects—Genting Integrated Tourism Plan

In December 2013, we announced the GITP, an estimated RM5.0 billion, 10-year master plan to develop,expand, enhance and refurbish the hotels, theme park and infrastructure at RW Genting. We have been pursuingthat plan, and in February 2016, we announced a further significant expansion and new facilities for RW Gentingunder the GITP. This will increase the total capital investment for GITP from the previously announcedRM5.0 billion to an estimated RM10.4 billion. GITP has been designated as an Entry Point Project under theambit of the East Coast Economic Region Development Council of Malaysia given the magnitude of the GITP’spotential impact to the Malaysian economy and tourism industry within the East Coast Economic Region. Weexpect the GITP to spur greater economic growth and generate entrepreneurial and employment opportunitiesconsistent with the goals and targets of the East Coast Economic Region and Malaysian tourism as a whole.

The GITP includes the development of new hotel properties, infrastructure and amenities as well as therefurbishment, upgrading and modernization of the existing facilities and attractions at RW Genting. As ofDecember 31, 2020, we have introduced various new facilities and attractions under the GITP, including the1,300-room First World Hotel Tower 3 in June 2015, the new SkyCasino in March 2017, the newly refurbishedTheme Park Hotel in July 2017, the new Crockfords Hotel at the end of 2017 as well as various new attractionsin the Genting SkyAvenue entertainment complex. Supporting infrastructure and facilities, such as the AwanaSkyWay cable car system with 109 gondolas and capacity to carry 3,000 passengers one-way per hour launchedin December 2016, were also enhanced and expanded to facilitate the expected increase in visitation followingthe completion of the GITP and to ease accessibility to RW Genting.

We are at the tail-end of the GITP and the last major project being undertaken within the GITP is thedevelopment of the Genting SkyWorlds outdoor theme park. The 26-acre theme park will have variousinternational class movie themed attractions and feature among others, movies from 20th Century Studios. Thistheme park is expected to commence operation by middle of 2021.

Other properties in Malaysia

We also own and operate two seaside resort hotel properties, namely RW Kijal, Terengganu and RWLangkawi, Langkawi Island.

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United Kingdom

We own and operate casinos in the United Kingdom through GENUK, our wholly-owned subsidiary.

GENUK is one of the United Kingdom’s leading casino operators, owning more than 30 casinos as atDecember 31, 2020. GENUK had over 4.1 million, 4.0 million and 1.3 million visitors to its casinos in 2018,2019 and 2020, respectively. In London, GENUK operates five casinos, four of which operate under theprestigious brands of Crockfords, the Colony Club, The Palm Beach and Forty-Five Kensington. The remainingcasinos in London and other areas operate under the Genting Casino brand.

In June 2011, GENUK was awarded a casino license to develop an integrated leisure and entertainmentcomplex at the National Exhibition Centre in Birmingham. In October 2015, RW Birmingham opened its doorsas the first integrated leisure complex in the United Kingdom, offering gaming and entertainment facilities, retailand dining outlets and a 182-room four-star hotel. A small portion of GENUK’s revenue is generated from onlinegaming activities.

GENUK also owns a hotel, Park Lane Mews Hotel, in London, which ceased operations in March 2020. Weare currently evaluating the sale of this hotel in line with our goal to dispose of non-core assets in theUnited Kingdom by the third quarter of 2021 to manage liquidity.

Egypt

Crockfords Cairo, an exclusive casino situated inside the posh surroundings of The Nile Ritz-Carlton Hotelin Cairo, Egypt, is our first venture into the Middle East region.

United States of America

Resorts World Casino New York City

In September 2010, our wholly-owned subsidiary, Genting New York LLC, was awarded a 30-year license(with an option to renew for another 10 years) to develop and operate RWNYC, a video gaming machine facilityat the Aqueduct Racetrack in Queens, New York City. RWNYC is strategically located within the city acrossfrom JFK International Airport and is the first and only video gaming machine facility in New York City.RWNYC is also in close proximity to an extensive public transportation system, including direct access to thecitywide subway system, providing easy connectivity for visitors. The facility also features covered carparks andvalet services.

The first phase of RWNYC opened on October 28, 2011, with the Times Square Casino on the first floor ofRWNYC opening with approximately 2,500 video gaming machines, and full roll-out took place onDecember 16, 2011, with the Fifth Avenue Casino opening with another approximately 2,500 video gamingmachines. In early 2016, RWNYC completed its gaming and amenities expansion and improvement plan. Thenumber of video gaming machines increased by 10% to approximately 5,500 machines, comprisingapproximately 75% slot machines and 25% state-of-the-art electronic table games. In April 2016, RWNYC waspermitted to “host” up to 1,000 electronic table games on behalf of Nassau County’s NOTB Corporation(“NOTB”) at RWNYC. As a result, RWNYC currently houses over 6,500 slot machines and electronic tablegames.

In addition to gaming, RWNYC also includes a wide range of dining options as well as several loungesfeaturing live entertainment. RWNYC’s Central Park Events Space provides 70,000 square feet of event space,for concerts, banquets, trade shows, conferences and other private events.

In 2018, 2019 and 2020, RWNYC served approximately 7.6 million, 8.0 million and 2.6 million visitors,respectively.

In July 2017, RWNYC broke ground on the US$400 million Expansion Project, which will includeexpanded gaming space to host additional games, a new upscale 400-room hotel, new food and beverage venues,retail space, meeting and conference space and an enhanced bus drop-off area. The Expansion Project’s designfocuses on critical non-gaming amenities essential to facilitating the growth of gaming revenues while alsoproviding space for the additional gaming units. We expect to finish construction and open the Expansion Projectin the second quarter of 2021.

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In 2020, RWNYC entered into a franchise agreement with the Hyatt Corporation to re-brand the hotel as theHyatt Regency JFK at Resorts World New York.

Resorts World Catskills and Monticello Raceway

Empire Resorts, Inc. (“ERI”), in which we hold a 49% indirect equity interest, owns and operates the RWCatskills integrated casino resort and the Monticello Raceway. Situated among the beauty of the CatskillMountains approximately 80 miles northwest of New York City, RW Catskills is a luxurious resort with fullscale gaming facilities. It offers an enticing all-season experience in excitement, entertainment, and luxury. It isthe closest state-licensed commercial casino to New York City that offers live table games and sports betting, andit operates under one of only four state-wide commercial casino licenses.

This integrated casino resort features one of the most modern gaming floors in the metropolitan New YorkCity gaming market, including state-of-the art cashless slot machines, Las Vegas-style live table games, VIPgaming salons, poker, and a sports betting lounge. The property also includes an 18-story all-suite hotel designedto five-star standards, a 101-room lifestyle hotel, 11 bars and restaurants, year-round live entertainment at the2,500-seat Epicenter multipurpose venue, spa, indoor pools, fitness centers and retail outlets. It is also in theprocess of redesigning and rebuilding its “Monster” golf course, making the former 7,650-yard, par-72 coursemore playable.

The first phase of the RW Catskills casino opened in February 2018 and was completed with full amenitiesin January 2019.

In June 2019, New York State awarded ERI’s wholly-owned subsidiary the right to open a video lotteryterminal casino in Orange County, approximately 40 miles closer to New York City than RW Catskills. OrangeCounty is home to the Woodbury Common Premium Outlets, one of the United States’ top shopping outlets. ERIis currently planning a video lottery terminal facility at the Newburgh Mall, located at the crossroads of the twomost trafficked interstate highways in Orange County, to maximize this opportunity.

ERI also owns and operates Monticello Raceway, a year-round live harness racing facility, offering bothsimulcasting and pari-mutuel wagering. Monticello Raceway has highly visible signage and convenient accessfrom Exit 104 of New York State Route 17. With the exception of a few holidays, it offers year-round simulcastwagering from racetracks across the United States. In addition, races of national interest such as the KentuckyDerby, Preakness Stakes, Belmont Stakes and Breeders’ Cup supplement its regular simulcast programming. ERIalso exports live broadcasts of its own races to race tracks, casinos and off-track betting facilities in the UnitedStates and internationally.

Other properties in the United States

We also own a contiguous 30-acre waterfront site overlooking Biscayne Bay in downtown Miami, Florida.Omni Center, a freehold property that is located on the site includes 650,000 square feet of shopping mall space,350,000 square feet of office space, a 527-room Hilton, Miami Downtown Hotel and a 2,300-space parkinggarage.

Bahamas, Caribbean

Resorts World Bimini

Located approximately 50 miles off the coast of Miami, Florida, on the Bahamas island of Bimini, RWBimini commenced operations in 2013. RW Bimini is a 78:22 partnership with RAV Bahamas Ltd., the localpartner. It is located on a 750-acre Caribbean beachfront and features a casino, luxurious accommodations,restaurants, bars, resort amenities and the largest yacht and marina complex in the Bahamas. RW Bimini’s10,000 square foot casino features table games, slot machines, a private game table and a sports book. The305-room Hilton Hotel opened its initial phase in April 2015 while the remaining rooms and other hotelamenities opened in June 2016.

Intellectual Property

Pursuant to agreements with Genting Berhad and its affiliates, we pay royalties to Genting Berhad and itsaffiliates for the use of the “Genting” and “Resorts World” logos, among other things. Our trademarks are brand

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names under which we market our property, values and services. We consider these brand names to be importantto our business since they have the effect of developing brand identification. We believe that the namerecognition, reputation and image that we have developed will attract patrons to our facilities.

Employees and Labor Relations

As of December 31, 2020, we had approximately 13,500 employees. We had collective bargainingagreements with unions covering approximately 36% of our employees as of December 31, 2020. We considerour employee relations to be good.

Legal Proceedings

We are a party from time to time to various legal actions that arise in the normal course of business. Webelieve that such claims and actions will not have a material adverse effect on our business or results ofoperations.

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LICENSING AND REGULATION BY GAMING AND OTHER AUTHORITIES

The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes tocontinue our operations. Our Resorts are subject to extensive regulation under the laws, rules and regulations ofMalaysia, the United Kingdom, New York State (“NYS”), the Bahamas and Egypt. These laws, rules, andregulations generally concern the conduct of operations, including patron entry restrictions, as well as theresponsibility, financial stability, and character of the facilities, owners, managers, and persons with financialinterests in the gaming operations. Failure to obtain and maintain a license or registration, as applicable, couldrequire us to severe our relationship with such individuals and/or entities, which could have a material adverseeffect on our operations.

Our businesses are also subject to various national, federal, state and local laws and regulations in additionto gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditionsconcerning alcoholic beverages, smoking, environmental matters, employees, currency transactions, taxation,zoning and building codes, construction, land use, and marketing and advertising, as well as a requirement thatwe obtain preapproval by BNM for indebtedness that we incur in respect of the issuance of the Notes offered, aswell as for any plans relating to operating during COVID-19, including plans relating to our current partialreopening under limited capacity and operating hours. We also deal with significant amounts of cash in ouroperations and are subject to various reporting and anti-money laundering regulations. Such laws and regulationscould change or could be interpreted differently in the future, or new laws and regulations could be enacted.Material changes, new laws or regulations, or material differences in interpretations by courts or governmentalauthorities could adversely affect our operations. See “Risk Factors—Risks Relating to our Business.”

Malaysia

We need a casino license issued under the Gaming Houses Act to operate our casino and gaming activitiesat RW Genting. This license was originally issued to Genting Berhad in 1971 and subsequently issued to us in1989. This license is renewable every quarter by the Minister of Finance of Malaysia.

In the event our casino license is not renewed or is terminated for any reason, we would not be able tooperate our casino and gaming facilities at RW Genting, and our current key source of revenue would besignificantly reduced. Under the Gaming Houses Act, the government of Malaysia may impose additional ormore onerous conditions in respect of our casino license including an increase in the gaming tax and/or theimposition of additional levies, which may have a material adverse effect on our operating results and financialcondition.

We are currently utilizing substantially all of the gaming facilities and services permitted under our casinolicense, subject to COVID-19-related restrictions. Further gaming capacity (in addition to the approved gamingfacilities and services) will require us to apply for approval from the Minister of Finance of Malaysia, and noassurance can be given that such approval would be obtained.

New York State

N.Y. Gaming Act

The operations of RWNYC are subject to regulation by the NYSGC, Division of Gaming. The N.Y. GamingAct provides, among other things, the statutory framework for the regulation of full-scale casino gaming.However, gaming facility licenses for such casinos are not currently authorized in Bronx, Kings, New York,Queens or Richmond counties, and there is an exclusivity period through 2023 during which no further suchgaming facility licenses can be granted by the NYSGC without NYS legislative action. However, such legislativeaction could be prompted by pressure on the NYS budget as a result of the COVID-19 pandemic. For example, asof April 5, 2021, the NYS Governor has released a budget proposal that would allow NYS to put out a formalrequest for information from developers and gaming companies to gauge market interest in such licenses.Although we believe that the Expansion Project will position RWNYC to be awarded one of the three remainingNYS full-casino licenses when available, no assurance can be given that we will be awarded such a license.

Our gaming operations at RWNYC currently consist solely of video gaming machines, which are ownedand provided by the NYSGC. We are subject to regulation regarding the number of and types of such terminals

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we may have at RWNYC, including electronic slot machines, other electronic games and electronic tablegaming.

Further, free play allowances are not established by the N.Y. Gaming Act, but the NYSGC has promulgateda regulation that limits non-taxable free play, although the NYSGC may, at its discretion, authorize deviationsfrom these limitations.

The N.Y. Gaming Act also authorized two video lottery facilities to be located in each of Nassau Countyand Suffolk County on Long Island. After unsuccessful efforts by Nassau County’s Regional Off-Track BettingCorporation (“NOTB”) to find an acceptable video lottery facilities site within county limits, NOTB andRWNYC reached an agreement, which was signed into law in April 2016, permitting us to “host” up to 1,000electronic table games on behalf of NOTB at RWNYC. The law allows RWNYC to be taxed at NOTB’spreferential 60% gaming tax rate for these 1,000 hosted games (as compared to the normal 70% gaming tax ratefor RWNYC’s other games) in return for annual payments to NOTB of $9 million until April 2019 and$25 million thereafter (with cost of living increases). On April 1, 2020, in light of the closure of operations atRWNYC caused by the COVID-19 pandemic, NOTB agreed to decrease the amount of required payments toapproximately $1.2 million per month. This reduction will apply until the later of (i) March 31, 2021 and(ii) when the gross gaming revenue at RWNYC in the then current year is equal to or greater than 90% of thegross gaming revenue for calendar year 2019.

Additionally, the law allows RWNYC to participate in NYS’s casino Capital Award program for theExpansion Project, provided we are able demonstrate that the Expansion Project’s new non-gaming amenitiescould reasonably drive increased gaming revenues. In July 2017, we broke ground on the Expansion Project,which will include expanded gaming space to host the additional NOTB games discussed above, a new 400-roomhotel, new food and beverage venues, retail space, meeting and conference space and an enhanced bus drop-offarea. Pursuant to the Capital Award program, RWNYC was awarded an aggregate amount of $419 million ingaming tax breaks on RWNYC non-hosted games, to be paid in an amount equal to 1% of gross gaming revenuefrom 2016 to April 2019 and 4% of gross gaming revenue thereafter, until the award is fully funded. As ofDecember 31, 2020, we have received approximately $41.6 million of total gaming tax breaks. We expect tofinish construction and open the Expansion Project in the second quarter of 2021.

Sports Wagering and Online Gaming

The N.Y. Gaming Act provides, among other things, that sports betting at certain gaming facilities isunlawful unless there has been a change in federal law authorizing such activity or upon ruling of a court ofcompetent jurisdiction that such activity is lawful. In May 2018, the Supreme Court of the United States decidedthat the Professional and Amateur Sports Protection Act of 1992, which effectively outlawed sports bettingnationwide, was unconstitutional. However, sports wagering and online gaming in NYS is currently the subjectof various legislative proposals, some of which provide that the implementation of sports betting at casinos maybe contingent on full-scale casino gaming licenses granted by the NYSGC and it is possible that NYS may notallow a competitive market at all. In addition, racetracks and casinos in New Jersey offer sports wagering andmobile sports betting applications are permitted as well.

Bahamas

The operations of RW Bimini are strictly regulated by the Bahamas Gaming Board in accordance with theprovisions of the Gaming Act (2014), the Gaming Regulations (2014), the Gaming House Operator Regulations(2014) and the Gaming Rules (2015). These laws and regulations provides the statutory framework for casinoand other gaming-related licenses in the Bahamas.

United Kingdom

U.K. Gambling Act

Our casino operations in the United Kingdom, including the casino at RW Birmingham, are subject toregulation by the United Kingdom Gambling Commission (the “Gambling Commission”) and the respectivelocal councils of the area where our casino premises are located. The U.K. Gambling Act was enacted in April

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2005 pursuant to which the relevant conditions and codes came into force for gambling operations and personallicensees on September 1, 2007. The Act and codes are amended from time to time.

Under the U.K. Gambling Act, the Secretary of State of the United Kingdom has the power to proposelocations for the grant of new casino licenses to Parliament. The United Kingdom government agreed to limit thenumber of licenses to be proposed in the first round to a total of 16, made up of eight large and eight smallcasinos. Licenses granted under the United Kingdom Gaming Act 1968, precursor to the U.K. Gambling Act,continue to be valid and can be transferred, subject to regulatory approval, if the holder wants to sell the license,but no new licenses will be issued under the Gaming Act 1968.

The Gambling Commission also licenses and regulates our online gaming and sports betting operations inthe United Kingdom pursuant to the U.K. Gambling Act and other legislation including The Gambling(Licensing and Advertising) Act 2014.

COVID-19

The Gambling Commission has published various new requirements for online operators based on theperceived risks presented by COVID-19 and consumers spending more time at home and online. In April 2020,the Gambling Commission banned gambling on credit cards to protect vulnerable customers and ensureaffordability.

Egypt

The operations of Crockfords Cairo are subject to stringent regulatory oversight by the Ministry of Tourismin Egypt in accordance with Law No. 1 of 1973. This law provides the statutory framework for casino licenses inEgypt and restricts the grant of land-based casino licenses to casinos situated in 5- and 4-star hotels in touristicregions.

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MANAGEMENT

BOARD OF DIRECTORS

Our Board of Directors (the “Board”) has overall responsibility for the proper conduct of our business. Thefollowing table sets forth the members of our Board as of March 15, 2021:

Name Age Position

Tan Sri Dato’ Seri Alwi Jantan . . . . . . . . . 85 Chairman/Independent Non-Executive Director

Tan Sri Lim Kok Thay . . . . . . . . . . . . . . . 69 Deputy Chairman and Chief Executive/ Non-IndependentExecutive Director

Mr. Lim Keong Hui . . . . . . . . . . . . . . . . . 36 Deputy Chief Executive and Executive Director/Non-Independent Executive Director

Dato’ Sri Lee Choong Yan . . . . . . . . . . . . 60 President and Chief Operating Officer and Executive Director

Mr. Quah Chek Tin . . . . . . . . . . . . . . . . . 69 Independent Non-Executive Director

Tan Sri Datuk Clifford Francis Herbert . . . 79 Independent Non-Executive Director

Gen. Dato’ Seri DiRaja Tan Sri (Dr.) MohdZahidi Bin Hj. Zainuddin (R) . . . . . . . . 72 Independent Non-Executive Director

Mr. Teo Eng Siong . . . . . . . . . . . . . . . . . 74 Independent Non-Executive Director

Dato’ Koh Hong Sun . . . . . . . . . . . . . . . . 68 Independent Non-Executive Director

Madam Chong Kwai Ying . . . . . . . . . . . . 60 Independent Non-Executive Director

Tan Sri Dato’ Seri Alwi Jantan was appointed on August 10, 1990 and redesignated as the Chairman andIndependent Non-Executive Director on August 27, 2020. Prior to his redesignation, he was the DeputyChairman/Independent Non-Executive Director of GenM since January 1, 2019. On May 31, 2017, Tan Sri Dato’Seri Alwi Jantan retired as an Independent Non-Executive Director of GenM at the conclusion of GenM’s 37thAnnual General Meeting held on May 31, 2017 in accordance with Section 129 of the Companies Act 1965. Onthe same day, he was appointed as an Independent Non-Executive Director of GenM pursuant to a resolution ofthe Board of Directors of GenM dated May 31, 2017. On July 1, 2011, Tan Sri Dato’ Seri Alwi Jantan wasredesignated as an Independent Non-Executive Director after he relinquished his position as Executive Directorof GenM on June 30, 2009 and became a Non-Independent Non-Executive Director on July 1, 2009. He joinedGenM on July 1, 1990 as Executive Vice President—Public Affairs & Human Resources and was redesignated asExecutive Director on July 2, 2007 prior to his retirement in 2009.

Prior to joining GenM, he was the Director General of Public Service Malaysia. He was the IndependentNon-Executive Chairman of UOA Development Bhd before his retirement on May 25, 2016 and he resigned asthe Independent Non-Executive Chairman of UOA Asset Management Sdn Bhd, the manager of the public-listedUOA Real Estate Investment Trust on April 21, 2016. Prior to that, he was the Independent Non-ExecutiveChairman of Hiap Teck Venture Berhad.

He graduated from the University of Malaya with a Bachelor of Arts (Honours) degree and HarvardGraduate School of Business. He had a distinguished career in the public service.

Tan Sri Lim Kok Thay was appointed on October 17, 1988 and redesignated as the Deputy Chairman andChief Executive of GenM on August 27, 2020. Prior to his redesignation, he was the Chairman and ChiefExecutive of GenM. He is also the Chairman and Chief Executive of Genting Berhad, the Deputy Chairman andExecutive Director of Genting Plantations Berhad, the Executive Chairman of Genting Singapore Limited andthe Chairman of Genting UK Plc. Tan Sri Lim has served in various positions within the Genting Group since1976. He is a Founding Member, a Permanent Trustee and Chairman of the Board of Trustees of the charitablefoundation The Community Chest, Malaysia. In addition, he is a member of the Board of Directors of severalother companies as well as a member of the board of trustees of several charitable organizations in Malaysia. TanSri Lim is the Chairman and Chief Executive Officer of Genting Hong Kong Limited, a company listed on theMain Board of The Stock Exchange of Hong Kong Limited. Tan Sri Lim holds a Bachelor of Science degree inCivil Engineering from the University of London. He attended the Programme for Management Development ofHarvard Business School in 1979.

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Mr. Lim Keong Hui was appointed as a Non-Independent Non-Executive Director on July 23, 2012 andredesignated as a Non-Independent Executive Director, following his appointment as the Chief InformationOfficer (“CIO”) of GenM on January 1, 2015. On January 1, 2019, Mr. Lim was redesignated as the DeputyChief Executive and Executive Director of GenM. He is also the Deputy Chief Executive and Executive Directorof Genting Berhad and Genting Plantations Berhad as well as a director of Genting UK Plc. Prior to January2019, Mr. Lim served in various positions within the Genting Group, including Senior Vice President—BusinessDevelopment, Executive Director—Chairman’s Office as well as Chief Information Officer. Mr. Lim previouslyheld various positions in Genting Hong Kong Limited (“GENHK”), including Senior Vice President—BusinessDevelopment, Executive Director—Chairman’s Office, Chief Information Officer and the Deputy ChiefExecutive Officer and Executive Director. Prior to joining GENHK in 2009, Mr. Lim was an investment bankerat The Hongkong and Shanghai Banking Corporation Limited. He has a Bachelor of Science with honors incomputer science from the Queen Mary University of London, United Kingdom and a master’s degree ininternational marketing management from Regent’s Business School London, United Kingdom.

Dato’ Sri Lee Choong Yan was appointed to the Board on January 1, 2020 and redesignated as thePresident and Chief Operating Officer and Executive Director of GenM. He has been the President and ChiefOperating Officer of GenM since August 1, 2006. He continues to be responsible for the development andimplementation of corporate strategies as well as management of the operations of GenM and its subsidiaries.

Dato’ Sri Lee is also the Chief Executive Officer of Genting UK Plc, a subsidiary in the United Kingdom,where the Group owns and operates about thirty casinos together with an integrated resort, RW Birmingham. Inaddition, he oversees Genting Malaysia Group’s businesses in the United States and Bahamas. Hisresponsibilities also include directorships in other companies within the Genting Malaysia Berhad Group,including GENM Capital Berhad which is a public company.

Dato’ Sri Lee trained as a chartered accountant in London with an international accounting firm of charteredaccountants following which he joined their offices in Hong Kong and worked in their audit and corporateadvisory practices. He subsequently embarked on a career in investment banking where he specialized in theareas of corporate finance and the equity capital markets before joining the Genting Group in 1997.

He holds a Bachelor of Science (Honours) degree in Business Economics and Accounting from theUniversity of Southampton, England and is a Fellow of the Institute of Chartered Accountants in England andWales.

Mr. Quah Chek Tin was appointed on January 15, 2003 and redesignated as an IndependentNon-Executive Director on October 8, 2008. In addition, he sits on the Boards of Genting Plantations Berhad andBatu Kawan Berhad. He began his career with Coopers & Lybrand, London before returning to Malaysia. Hejoined the Genting Group in 1979 and has served in various positions within the Group. He was the ExecutiveDirector and Chief Operating Officer of GenM as well as the Executive Director of Genting Berhad prior to hisretirement in 2006.

He holds a Bachelor of Science (Honours) degree in Economics from the London School of Economics andPolitical Science and is a Fellow of the Institute of Chartered Accountants in England and Wales and a memberof the Malaysian Institute of Accountants.

Tan Sri Datuk Clifford Francis Herbert was appointed on June 27, 2002 and is an IndependentNon-Executive Director. Tan Sri Clifford retired as an Independent Non-Executive Director of GenM at theconclusion of GenM’s 37th Annual General Meeting held on May 31, 2017 in accordance with Section 129 ofthe Companies Act 1965. On the same day, he was appointed as an Independent Non-Executive Director ofGenM pursuant to a resolution of the Board of Directors of GenM dated May 31, 2017. Tan Sri Clifford joinedthe Administrative and Diplomatic Service of the civil service in 1964, serving as an Assistant Secretary in thePublic Services Department from 1964 to 1968 and as Assistant Secretary in the Development AdministrationUnit, Prime Minister’s Department from 1968 to 1975. Tan Sri Clifford served in the Ministry of Finance from1975 to 1997, rising to the post of Secretary General to the Treasury.

He holds a Bachelor of Arts (Honours) degree from the University of Malaya and a Master’s degree inPublic Administration from the University of Pittsburgh, United States of America.

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Gen. Dato’ Seri DiRaja Tan Sri (Dr.) Mohd Zahidi Bin Hj Zainuddin (R) was appointed on August 4,2005 and is an Independent Non-Executive Director. He had a distinguished career in the Malaysian ArmedForces for nearly 40 years, before retiring from the Force on April 30, 2005. During the period as a professionalmilitary officer, he served 6 years 4 months as the Malaysian Chief of Defence Forces from January 1, 1999 andas the Chief of the Malaysian Army for one year from January 1, 1998. In international duties, he served as aMilitary Observer under the United Nations International Monitoring Group in Iraq after the Iran-Iraq WarCeasefire in 1988/1989.

He is presently the Chairman of Genting Plantations Berhad and Lembaga Tabung Angkatan Tentera, and aDirector of Bintulu Port Holdings Berhad, Bintang Capital Partners Berhad, Affin Holdings Berhad, Only WorldGroup Holdings Berhad and Sogo (K.L.) Department Store Sdn Bhd. He was made a Member of Dewan NegaraPerak by DYMM Paduka Seri Sultan Perak on November 25, 2006 and is a Director/Trustee for the Board ofTrustee of Yayasan Sultan Azlan Shah. On April 23, 2013, he was appointed as Orang Kaya Bendahara SeriMaharaja Perak Darul Ridzuan by DYMM Paduka Seri Sultan Perak and the Dewan Negara Perak DarulRidzuan. On April 19, 2014, he was bestowed with the Perak’s highest award for commoners, the ‘DarjahKebesaran Seri Paduka Sultan Azlan Shah Perak Yang Amat Dimulia’ (S.P.S.A) which carries the title “Dato’Seri DiRaja”.

He holds a Masters of Science degree in Defence and Strategic Studies from the Quaid-I-Azam University,Islamabad, Pakistan and had attended the Senior Executive Programme in Harvard University, United States ofAmerica, Command and General Staff College Philippines, Joint Services Staff College Australia and NationalDefence College Pakistan.

Mr. Teo Eng Siong was appointed on February 25, 2010 and is an Independent Non-Executive Director. Hebegan his career with Ernst & Young, Melbourne, Australia, in November 1969. He had worked in Singaporeand Malaysia; and had held several positions in various companies. Prior to his retirement on March 31, 2009, hewas the General Manager and Company Secretary of Kien Huat Realty Sdn Berhad as well as the CompanySecretary of Yayasan Lim Goh Tong, a charitable organization.

He holds a Bachelor of Economics degree from Monash University, Melbourne and is an Associate of theInstitute of Chartered Accountants in Australia, a Fellow of CPA Australia, a member of the Malaysian Instituteof Certified Public Accountants, a member of the Malaysian Institute of Accountants and an Associate of TheMalaysian Institute of Chartered Secretaries and Administrators.

Dato’ Koh Hong Sun was appointed on July 23, 2012 and is an Independent Non-Executive Director. Dato’Koh had a distinguished career with the Royal Malaysian Police (RMP) for almost 40 years, having joined RMPas a Probationary Inspector in 1971 and retired in October 2010 as the Director of Commercial CrimeInvestigation Department. During the period as an officer of the RMP, Dato’ Koh has held various importantcommand posts including as Officer-in-Charge of Brickfields Police District, Head of the Federal Traffic Police,Chief Police Officer of Penang and Commissioner of Police as Director of Commercial Crime InvestigationDepartment. Dato’ Koh is currently sitting on the Board of Mega First Corporation Berhad as an IndependentNon-Executive Director.

He holds a Master’s degree in Strategic and Security Studies from Universiti Kebangsaan Malaysia.

Madam Chong Kwai Ying was appointed on December 3, 2018 and is an Independent Non-ExecutiveDirector. She holds a Bachelor of Economics (Honours) degree in Business Administration from UniversityMalaya. Madam Chong began her career as an Administrative Officer with Bank Negara Malaysia (“BNM”) in1982 after graduating from University Malaya. During her 35 years tenure in BNM, she has served in variouspositions and was a Deputy Director in the Banking Supervision Department from May 1998 until her retirementin April 2017. She was responsible for the supervision of domestic banking groups and locally incorporatedforeign banks. She had a short engagement with Perbadanan Insurans Deposit Malaysia from June 2017 toJanuary 2018 and provided advisory and consultancy services for one of its resolution planning projects. She iscurrently sitting on the boards of AXA Affin Life Insurance Berhad and China Construction Bank (Malaysia)Berhad as an Independent Non-Executive Director.

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SENIOR MANAGEMENT

The senior management is responsible for the day-to-day management and operation of our businesses.

The members of our senior management as at March 15, 2021 are as follows:

Name Age Position

Malaysia Management

Tan Sri Lim Kok Thay . . . . . . . . . . . . . . . 69 Deputy Chairman and Chief Executive

Mr. Lim Keong Hui . . . . . . . . . . . . . . . . . 36 Deputy Chief Executive and Executive Director

Dato’ Sri Lee Choong Yan . . . . . . . . . . . . 60 President and Chief Operating Officer and ExecutiveDirector

Mr. Lee Thiam Kit . . . . . . . . . . . . . . . . . 51 Head—Business Operations and Strategies

Ms. Koh Poy Yong . . . . . . . . . . . . . . . . . 64 Chief Financial Officer

U.S. Management

Mr. Robert DeSalvio . . . . . . . . . . . . . . . . 64 President of Genting Americas East

Mr. Aviv R Laurence . . . . . . . . . . . . . . . . 52 Chief Financial Officer

U.K. Management

Mr. Paul Stewart Willcock . . . . . . . . . . . . 49 President and Chief Operating Officer

Mr. James Steven Axelby . . . . . . . . . . . . . 49 Chief Financial Officer

Tan Sri Lim Kok Thay is the Deputy Chairman and Chief Executive of GenM. See “Directors” above forhis biography.

Mr. Lim Keong Hui is the Deputy Chief Executive and Executive Director of GenM. See “Directors”above for his biography.

Dato’ Sri Lee Choong Yan is the President and Chief Operating Officer and Executive Director of GenM.See “Directors” above for his biography.

Mr. Lee Thiam Kit was appointed as the Head-Business Operations and Strategies of GenM onNovember 1, 2018. He is responsible for the Malaysian Leisure and Hospitality business of GenM. He previouslyjoined GenM from 2004 to 2006 as SVP Resort Operations and had rejoined GenM in November 2018. For theperiod of 2007 to 2018, he was Managing Director—Corporate Finance, Asia of ING Bank, Hong Kong. From1994 to 2004, he was in the investment banking division of Deutsche Bank / Morgan Grenfell based at variouslocations in Asia. From 1992 to 1994, he worked as a Management Consultant for Arthur Anderson & Co. inKuala Lumpur. Mr. Lee graduated from Imperial College London with First Class Honours in 1991. Mr. Lee has29 years of professional experience spanning Hospitality, Banking and Consulting in the area of generalmanagement, corporate finance, strategic planning and corporate leadership.

Ms. Koh Poy Yong was appointed as the Chief Financial Officer of GenM on January 1, 2010. She isresponsible for the Finance, Corporate Affairs, Risk Management, Procurement and Regulatory Compliancefunctions of GenM. She has over 30 years of audit and accounting experience. She joined GenM in 1990 as aFinance Manager. Prior to joining GenM, from 1984 to 1990, she was a Director of Finance for the MalaysianRed Crescent Society, a charitable organization in Kuala Lumpur. From 1977 until 1984, she worked as anexternal auditor in a public accounting firm in England.

She is a fellow member of the Institute of Chartered Accountants in England and Wales and a member ofthe Malaysian Institute of Accountants. She is presently a director of several subsidiary companies of GenMGroup, including GENM Capital Berhad, Genting Highlands Berhad, Genting Golf Course Bhd and AwanaVacation Resorts Development Berhad which are public companies.

Mr. Robert DeSalvio has served as the President of GENNY since December 2019 and GENNY Capitalsince January 2021, and also serves as the President of ERI and Genting Americas Inc., and is responsible foroverseeing all operations at GENNY and RW Catskills. Mr. DeSalvio has over 40 years of cross-functional

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experience in the gaming and hospitality industries with a proven track record creating and implementingsuccessful marketing and growth strategies. Mr. DeSalvio joined GENNY in December 2019. From 2014 to2019, Mr. DeSalvio served as President of Encore Boston Harbor, where he led the design, development, andopening of the largest development project in Massachusetts history with a total project cost of $2.6 billion. Priorto that, Mr. DeSalvio spent eight years as President of Sands Casino Resort Bethlehem. He joined the Las VegasSands Corporation team in 2006 when the Pennsylvania Gaming Control Board awarded the license for theproperty and led the design, development, opening and growth of this over $650 million project. In addition tohis recent leadership positions, Mr. DeSalvio also served in executive marketing roles for more than 20 years. Hespent nearly 10 years at Foxwoods Resort Casino in Mashantucket, Connecticut, from 1997 to 2006 where hewas responsible for all aspects of marketing the resort destination with revenue exceeding $1 billion. Prior tojoining Foxwoods, Mr. DeSalvio worked in various roles at Sands Atlantic City for 14 years where heimplemented marketing strategies, which resulted in the highest return on invested capital for Atlantic Cityproperties at that time.

Mr. DeSalvio received a Bachelor of Science in Business Administration degree from the University ofDenver—Daniels College of Business.

Mr. Aviv R Laurence has served as the Chief Financial Officer of GENNY since October 2017 andGENNY Capital since January 2021, and also serves as the Chief Financial Officer for Genting Americas Inc.and as the Chief Financial Officer and Treasurer for ERI, and he is responsible for leading the financing effortsand overseeing the Finance, Treasury and Accounting departments for the North American operations of GenM.Mr. Laurence has nearly 30 years of Investment Banking, Finance and Accounting experience. Mr. Laurencejoined Genting Americas Inc. in 2015, and served as Senior Vice President of Corporate Finance beforebecoming the Chief Financial Officer in 2017. Prior to joining Genting Americas Inc., Mr. Laurence spent over15 years as an investment banker with various Wall Street firms including Salomon Smith Barney / Citigroup,Merrill Lynch / Bank America, Citadel Securities and Wells Fargo Securities. Mr. Laurence is a licensedCertified Public Accountant, and worked in both the Audit and Tax departments of Deloitte during his six yearsat the firm. Mr. Laurence has a broad range of advisory, capital raising and accounting experience for casino,cruise, hotel, real estate, travel, entertainment, retail, restaurant, banking, private equity, healthcare, furniture andmedia companies throughout the world.

Mr. Laurence received a Bachelor’s degree in Economics from Vassar College and an MBA in Financefrom Columbia Business School.

Mr. Paul Stewart Willcock has served as the President and Chief Operating Officer since June 2016 and isresponsible for overseeing all operations at GENUK. He joined GENUK in November 2010 and previouslyassumed the position of Managing Director of the Core Casinos division of GENUK. Prior to joining GENUK,he spent over 20 years as an Operations Director and HR Director at Mitchells and Butlers plc and Whitbread plcrespectively.

He graduated with a First Class Honours Bachelor’s degree in Marketing from Manchester University.

Mr. James Steven Axelby has served as the Chief Financial Officer of GENUK since April 2016. He isresponsible for leading and overseeing the Finance, Treasury, Accounting and IT departments for the GENUKoperations. Prior to joining GENUK, he spent over five years as Finance Director at Samsung UK & Ireland. Healso has international management experience at a US Fortune 50 company.

He trained as a chartered accountant with PwC and is a fellow member of the Institute of CharteredAccountants in England and Wales.

BOARD COMMITTEES

Formal board committees established by the Board of GenM, namely the Audit Committee, RiskManagement Committee, Nomination Committee and Remuneration Committee, assist the Board in thedischarge of its duties.

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Audit Committee

The Audit Committee comprises four members who are all Independent Non-Executive Directors, namelyTan Sri Datuk Clifford Francis Herbert (Chairman), Dato’ Koh Hong Sun, Mr. Quah Chek Tin and Mr. Teo EngSiong.

The Audit Committee oversees communication between non-Committee Directors, the external auditors,internal auditors and the Management on matters in connection with financial accounting, reporting and controls.The Audit Committee assists the Board in fulfilling its fiduciary responsibilities as to accounting policies andreporting practices of GenM and all subsidiaries and the sufficiency of auditing relative thereto. It is the Board’sprincipal agent in assuring the independence of our external auditors, the integrity of the Management and theadequacy of disclosures to shareholders.

Risk Management Committee

On December 31, 2019, the Board approved the separation of the Audit and Risk Management Committeeinto two separate committees namely, Audit Committee and Risk Management Committee. The RiskManagement Committee assists the Board to carry out its responsibility of overseeing our risk managementframework and policies.

The Risk Management Committee comprises four members who are all Independent Non-ExecutiveDirectors, namely Tan Sri Datuk Clifford Francis Herbert (Chairman), Dato’ Koh Hong Sun, Mr. Quah Chek Tinand Mr. Teo Eng Siong.

Nomination Committee

The Nomination Committee comprises three members who are Independent Non-Executive Directors,namely Tan Sri Dato’ Seri Alwi Jantan (Chairman), Tan Sri Datuk Clifford Francis Herbert and Mr. Quah ChekTin. The Nomination Committee is responsible for reviewing the Board’s and senior management’s successionplanning, training for directors, identifying and recommending suitable candidates for appointment to the Boardand board committees, assessing the effectiveness of the Board, board committees and individual directors,including the Chief Executive annually and reviewing the term of office and performance of the AuditCommittee and each of its members annually.

Remuneration Committee

The Remuneration Committee was established in 2002 and comprises three members who are IndependentNon-Executive Directors, namely Tan Sri Datuk Clifford Francis Herbert (Chairman), Gen. Dato’ Seri DiRajaTan Sri (Dr.) Mohd Zahidi Bin Hj Zainuddin (R) and Mr. Teo Eng Siong.

The Remuneration Committee is responsible for implementing the policies and procedures on theremuneration for the Executive Directors and making recommendations to the Board on the remunerationpackages of Executive Directors and members of the Board Committees as well as administering the Company’sLong Term Incentive Plan in accordance with its By-Laws while the Board is responsible for approving thepolicies and procedures which govern the remuneration of the employees including Executive Directors andsenior management of the Company.

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SUBSTANTIAL SHAREHOLDERS

Our substantial shareholders as per the Register of Substantial Shareholders as of March 15, 2021 are asfollows:

Name

Number of shares

Direct interest % of shares Deemed interest % of shares

Genting Berhad (“GENT”) . . . . . . . . . . . . . . . . . . . . 2,795,789,159 49.50 — —

Kien Huat Realty Sdn Berhad (“KHR”) . . . . . . . . . . . 1,198,930 0.02 2,795,789,159(1) 49.50

Kien Huat International Limited (“KHIL”) . . . . . . . . — — 2,796,988,089(2) 49.52

Parkview Management Sdn Bhd (“PMSB”) as trusteeof a discretionary trust . . . . . . . . . . . . . . . . . . . . . — — 2,796,988,089(2) 49.52

Tan Sri Lim Kok Thay . . . . . . . . . . . . . . . . . . . . . . . 24,973,544 0.44 2,796,992,189(3) 49.52

Lim Keong Hui . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,368,418 0.02 2,796,992,189(3) 49.52

(1) Deemed interest through GENT.

(2) Deemed interest through KHR and GENT.

(3) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr. Lim Keong Hui being:

a) beneficiaries of a discretionary trust of which PMSB is the trustee. PMSB as trustee of thediscretionary trust owns 100% of the voting shares of KHIL which in turn owns 100% of the votingshares of KHR. KHR owns more than 20% of the voting shares of GENT which in turn owns ordinaryshares in GenM. As such, PMSB as trustee of the discretionary trust is deemed interested in theordinary shares of GenM held by GENT as it is entitled to exercise or control the exercise of not lessthan 20% of the votes attached to the voting shares in GENT. PMSB as trustee of the discretionary trustis also deemed interested in the ordinary shares of GenM held by KHR by virtue of its controllinginterest in KHR; and

b) beneficiaries of a discretionary trust of which Summerhill Trust Company (Isle of Man) Limited(“STC”) is the trustee. Golden Hope Limited (“GHL”) acts as trustee of the Golden Hope Unit Trust(“GHUT”), a private unit trust whose voting units are ultimately owned by STC as trustee of thediscretionary trust. GHL as trustee of the GHUT owns ordinary shares in GenM.

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DESCRIPTION OF CERTAIN MATERIAL AGREEMENTS ANDRELATED PARTY TRANSACTIONS

Material Agreements

Management Services Agreement

In September 1989, we entered into a 30-year resort management agreement (“RMA”), with GentingBerhad’s wholly-owned subsidiary, Genting Hotel & Resorts Management Sdn Bhd (“GHRM”). Under theRMA, GHRM acts as the operator and manager of our gaming, hotel and resort-related operations in RWGenting, which includes the supply of senior management and other personnel deemed necessary or appropriateby GHRM for our operation. For such services, we pay GHRM a management fee equal to the sum of (a) a basicmanagement fee that is calculated as 3% of the gross revenue from our operation and (b) an incentivemanagement fee of 10% of the net operating income from the operation after deducting the basic managementfee, subject to adjustments based on fixed charges, taxation and loss insurance. The RMA also provides forreimbursements and payment of certain expenses related to the costs incurred in connection with the provision ofthe services, including reasonable travel and accommodation expenses and office expenses. Prior to theexpiration of its term, the RMA cannot be unilaterally terminated by either party (except in limitedcircumstances, generally relating to default by a party continuing after a cure period or insolvency related eventsaffecting a party). Upon the expiration of its original 30-year term, the RMA may be renewed at GHRM’s optionfor three consecutive terms of 20 years each. The RMA was renewed on September 1, 2019 for a 20-year termafter the expiration of its original 30-year term.

Related Party Arrangements

BNP Keepwell Deed

On March 19, 2021, ERI entered into a first lien credit agreement (the “First Lien Agreement”), by andamong ERI and Montreign Operating Company, LLC (“Montreign”), collectively as borrower and BNP Paribas,as administrative agent and collateral agent (“BNP”). The First Lien Agreement provides for a senior securedterm loan facility in an aggregate principal amount of $175,000,000 (the “First Lien Facility”). The First LienFacility matures on October 31, 2021.

We and Kien Huat Realty III Limited (“Kien Huat”) have also entered into a keepwell deed related to ERI infavor of BNP (the “BNP Keepwell Deed”). The BNP Keepwell Deed provides, among other things, (i) that weand Kien Huat will together, directly or indirectly, own not less than 100% of the outstanding voting andeconomic equity interest of ERI, (ii) we undertake that (a) we will at all times effectively have, directly orindirectly, at least a 49% interest in the common shares of ERI, (b) we shall ensure that ERI’s consolidated networth as of the last day of each fiscal quarter of ERI be at least $100,000,000 and (c) we or our subsidiary shallenter into or shall have entered into a management agreement to manage ERI, and (iii) we shall ensure at alltimes that ERI and its subsidiaries shall conduct their business in accordance with sound financial practices sothat ERI maintains sound financial position and is able to make timely payment of any amounts payable pursuantto any loan document in relation to the First Lien Facility.

Raven Keepwell Deed

On March 19, 2021, ERI entered into a second lien term loan agreement (the “Second Lien Agreement”), byand among ERI and Montreign, collectively as borrower and Raven Asset-Based Credit Fund I LP, asadministrative agent and collateral agent (“Raven”). The Second Lien Agreement provides for a senior securedsecond lien term loan facility in an aggregate principal amount of up to $215,000,000 (the “Second LienFacility”). The Second Lien Facility matures on February 23, 2022.

We and Kien Huat have also entered into a keepwell deed related to ERI in favor of Raven (the “RavenKeepwell Deed”). The Raven Keepwell Deed provides, among other things, (i) that we and Kien Huat willtogether, directly or indirectly, own not less than 100% of the outstanding voting and economic equity interest ofERI, (ii) we undertake that (a) we will at all times effectively have, directly or indirectly, at least a 49% interestin the common shares of ERI, (b) we shall ensure that ERI’s consolidated net worth as of the last day of each

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fiscal quarter of ERI be at least $100,000,000 and (c) we or our subsidiary shall enter into or shall have enteredinto a management agreement to manage ERI, and (iii) we shall ensure at all times that ERI and its subsidiariesshall conduct their business in accordance with sound financial practices so that ERI maintains sound financialposition and is able to make timely payment of any amounts payable pursuant to any loan document in relation tothe Second Lien Facility.

Bangkok Bank Keepwell Deed

On March 23, 2020, GERL entered into a secured term loan credit agreement (the “Bangkok BankAgreement”), by and among GERL, as borrower and Bangkok Bank PCL, New York Branch, as lender(“Bangkok Bank”). On February 12, 2021, GERL and Bangkok Bank entered into Amendment No. 1 to theBangkok Bank Agreement, and on March 19, 2021, GERL and Bangkok Bank entered into Amendment No. 2and Limited Waiver to the Bangkok Bank Agreement (the Bangkok Bank Agreement, as so amended, the“Amended Bangkok Bank Agreement”). The Amended Bangkok Bank Agreement provides for a senior securedterm loan facility in an aggregate principal amount of $100,000,000 (the “Bangkok Bank Facility”). TheBangkok Bank Facility matures on March 23, 2022; provided, however, that if the Second Lien Facility has notbeen paid in full on or prior to February 23, 2022, the Bangkok Bank Facility will mature on February 23, 2022.

We and Kien Huat have also entered into a keepwell deed and a deed of confirmation related to GERL infavor of Bangkok Bank (the “Bangkok Bank Keepwell Deed”). The Bangkok Bank Keepwell Deed provides,among other things, (i) that we and Kien Huat will together, directly or indirectly, own not less than 100% of theoutstanding voting and economic equity interest of GERL, (ii) we undertake that (a) we will at all timeseffectively have, directly or indirectly, at least a 49% interest in the common shares of GERL, (b) we shall ensurethat GERL’s consolidated net worth as of the last day of each fiscal quarter of GERL be at least $100,000,000and (c) we or our subsidiary shall enter into a management agreement to manage ERI, and (iii) we shall ensure atall times that GERL and its subsidiaries shall conduct their business in accordance with sound financial practicesso that GERL maintains sound financial position and is able to make timely payments of any amounts payablepursuant to any loan document in relation to the Bangkok Bank Facility.

To assist GERL in obtaining credit, we may in the future enter into keepwell deeds relating to GERL undersimilar terms as the Bangkok Bank Keepwell Deed.

Other Related Party Transactions

In addition to the material agreements and related party arrangements described above, we have also enteredinto other related party transactions as described in note 44 to our consolidated financial statements as at and forthe year ended December 31, 2020, included elsewhere in this offering circular.

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DESCRIPTION OF CERTAIN MATERIAL INDEBTEDNESS

GENM Capital Berhad Medium Term Notes

In July 2015, our wholly-owned subsidiary, GENM Capital Berhad (“GENM Capital”), established aRM5.0 billion medium term note programme (the “2015 MTN Program”). In June 2018, GENM Capitalestablished a RM3.0 billion medium term note programme (the “2018 MTN Program”, together with the 2015MTN Program, the “MTN Program”). Notes issued under the MTN Program are irrevocably and unconditionallyguaranteed by us. Under the MTN Program documents, we and GENM Capital have agreed to comply withcertain covenants limiting our ability to create any security interests over our assets or dispose of equity in ourprincipal subsidiaries, subject to certain conditions and exceptions. The MTN Program documents also providefor certain customary events of default, including nonpayment of principal or interest, certain cross-defaults orcross-acceleration above certain thresholds under GENM Capital or our financial indebtedness, insolvency andthe commencement of any insolvency proceedings.

The following MTNs issued under the MTN Program are outstanding as of December 31, 2020:

(i) RM1.25 billion in principal amount of senior unsecured notes due March 31, 2022 with a coupon rateof 4.78% per annum payable semi-annually in arrears;

(ii) RM1.40 billion in principal amount of senior unsecured notes due July 11, 2023 with a coupon rate of4.98% per annum payable semi-annually in arrears;

(iii) RM1.30 billion in principal amount of senior unsecured notes due August 22, 2025 with a coupon rateof 4.90% per annum payable semi-annually in arrears;

(iv) RM1.10 billion in principal amount of senior unsecured notes due March 31, 2027 with a coupon rateof 4.98% per annum payable semi-annually in arrears;

(v) RM0.75 billion in principal amount of senior unsecured notes due July 11, 2028 with a coupon rate of5.30% per annum payable semi-annually in arrears;

(vi) RM0.25 billion in principal amount of senior unsecured notes due March 31, 2032 with a coupon rateof 5.20% per annum payable semi-annually in arrears; and

(vii) RM0.45 billion in principal amount of senior unsecured notes due July 11, 2033 with a coupon rate of5.58% per annum payable semi-annually in arrears.

GENNY Senior Notes due 2026

In February 2021, GENNY and its wholly owned subsidiary GENNY Capital (the “2026 Note Issuers”)issued $525 million in principal amount of senior notes due in 2026 (the “2026 Notes”). The 2026 Notes bearinterest at a rate of 3.300% per annum, payable semi-annually in arrears on February 15 and August 15. The2026 Notes will mature on February 15, 2026, unless earlier redeemed, in accordance with their terms, orrepurchased.

The 2026 Note Issuers may redeem all or a portion of the 2026 Notes at any time prior to January 15, 2026at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus an applicablepremium, plus accrued and unpaid interest to, but not including, the redemption date. On or after January 15,2026, the 2026 Note Issuers may redeem all or a portion of the 2026 Notes at a redemption price equal to 100%of the principal amount of the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemptiondate.

If the 2026 Note Issuers experience any of the change of control triggering events specified in the indenturefor the 2026 Notes, the 2026 Note Issuers must offer to repurchase all of the outstanding 2026 Notes at arepurchase price equal to 101% of the principal amount of the 2026 Notes repurchased, plus accrued and unpaidinterest to, but not including, the repurchase date. The 2026 Notes may also be subject to mandatory dispositionor redemption following certain determinations by applicable gaming regulatory authorities.

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The 2026 Note Issuers’ obligations under the 2026 Notes are jointly and severally, fully and unconditionallyguaranteed on a senior unsecured basis by all of their future domestic subsidiaries that provide guarantees underGENNY’s existing $350.0 million senior secured delayed draw term loan facility and $25.0 million seniorsecured revolving credit facility. The 2026 Notes are unsecured obligations. The 2026 Notes rank senior in rightof payment to all future subordinated indebtedness of the 2026 Note Issuers, if any; equal in right of payment toexisting and future unsecured senior indebtedness of the 2026 Note Issuers; and effectively junior to existing andfuture secured indebtedness of the 2026 Note Issuers, to the extent of the value of the collateral securing suchindebtedness. The 2026 Notes and the related guarantees, if any, will be senior in right of payment to any of the2026 Note Issuers’ or any guarantor’s future subordinated debt, and will be structurally subordinated to allexisting and future indebtedness and other obligations of the 2026 Note Issuers’ respective subsidiaries, if any,that do not guarantee the 2026 Notes.

GENNY Secured Term Loan Facility

On February 10, 2021, our wholly-owned subsidiaries, Genting New York LLC (as borrower) and GENNYCapital Inc. (as guarantor), entered into a refinancing of our senior secured credit facilities, consisting of a$350 million delayed draw term loan facility (including an accordion feature pursuant to which commitments canbe increased by an additional $50 million) and a $25 million revolving credit facility under an Amended andRestated Revolving Credit and Term Loan Credit Agreement (the “Credit Agreement”). Under the refinancing,an existing term loan facility, an existing construction loan facility and an existing revolving credit facility wererefinanced and replaced by this Credit Agreement. The borrower drew down $175 million of the $350 milliondelayed draw term loan facility at closing of the GENNY bond offering. The Credit Agreement is secured by allof the tangible and intangible current and future properties and assets (including all contract rights, material realproperty interests, leasehold and other contractual rights with respect to RWNYC, patents, trademarks, tradenames, equipment and proceeds of the foregoing) of each of the borrower and the guarantor, except that the NewYork Mortgage (as defined in the Credit Agreement) only secures the specified term loan obligations under theCredit Agreement.

The Credit Agreement includes a consolidated total net leverage ratio covenant of 5.50:1.00 with step-downs over time as set forth in the Credit Agreement and an interest coverage ratio covenant of 3:00:1.00,although these covenants are not expected to be tested until the fiscal quarter ending September 30, 2021 unlesswe elect for them to be tested sooner. With respect to the revolving credit facility, a consolidated senior securednet leverage ratio covenant of 2.25:1.00 will be tested at each borrowing thereunder and quarterly while suchrevolving credit facility is drawn. Further, our Credit Agreement includes a minimum liquidity covenant of$60.0 million (calculated to include unrestricted cash and available delayed draw term loan commitments), untilwe deliver a compliance certificate with respect to the fiscal quarter ending September 30, 2021, unless we electto begin testing under the consolidated total net leverage ratio covenant and the interest coverage ratio covenantsooner. The Credit Agreement also amends and restates the applicable rate and certain other covenants set forthin the existing credit agreements.

Subject to certain cure rights, the Credit Agreement provides for certain customary events of default,including nonpayment, materially incorrect statements made with respect to representations and warranties in anyloan document, non-compliance with any financial covenant, license revocation, non-compliance with certainaffirmative and negative covenants, certain cross-defaults and cross-acceleration above certain thresholds underany financial indebtedness of Genting New York LLC, GENNY Capital Inc. or their respective subsidiaries,insolvency and the commencement of any insolvency proceedings. The agent under the Credit Agreement isentitled to demand immediate repayment of all or parts of the outstanding amounts under the Credit Agreementany time upon or after the occurrence of an event of default which is continuing.

GENUK Secured Term Loan and Revolving Credit Facility

On December 15, 2020, our wholly-owned subsidiary, GENUK, entered into an amendment and restatementagreement in respect of its 2017 GBP125 million credit agreement, comprising a GBP100 million term loan(“Facility A”) and a revolving loan facility of up to GBP25 million (“Facility B”) secured against certainGENUK’s freehold and long leasehold properties including casinos, hotels and other land and buildings in theUnited Kingdom. Facility A and Facility B bear interest at LIBOR plus a margin. The margin varies depending

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on the covenant switch date, which is a date that follows our written notice indicating our election to test two ofour financial covenants, namely the gearing and interest cover covenants, on an earlier date than the original12-month measurement period that ends on June 30, 2022. From and including the effective date, which is thedate on which the facility agent notifies us that all the conditions precedent have been fulfilled to satisfaction andpayment has been made, until and including the covenant switch date, the margin for both Facility A and FacilityB is 3.5% per annum; after the covenant switch date, it is calculated based on the ratio of “consolidated total netborrowings” to “consolidated EBITDA”, both as defined in the credit agreement, with the highest margin of3.5% applicable when the ratio exceeds 2.0:1 and the lowest margin of 2.0% applicable when the ratio is lessthan or equal to 1.0:1. We are also subject to certain financial covenants. Before the covenant switch date, thecovenants include loan to value covenant (less than 65%) and temporary minimum liquidity covenant (equal to orgreater than GBP40 million). After the covenant switch date, the covenants include gearing covenant (ratio ofconsolidated total net borrowings to consolidated EBITDA does not exceed 2.5:1), interest cover covenant (ratioof consolidated EBITDA to net finance charges less than 5.0:1) and loan to value covenant (less than 65%). Interms of interest periods, for Facility A, in each of our utilization requests, we may select an interest period ofthree or six months or any other period agreed between us and the Facility A lenders. For Facility B, in each ofour utilization requests, we may select an interest period of one, two, three or six months or any other periodagreed between us and the Facility B lenders.

The credit agreement provides for certain customary events of default, including nonpayment,misrepresentation, license revocation, non-compliance with any financial covenants, material adverse change,certain cross-defaults under any financial indebtedness of any member of GENUK group, insolvency and thecommencement of any insolvency proceedings. The facility agents are entitled to demand immediate repaymentof all or parts of the outstanding loans under the respective credit facility any time upon or after the occurrence ofan event of default which is continuing.

GenM Secured Revolving Credit Facility

On March 15, 2021, GenM entered into a US$100 million (or its equivalent) multi-currency revolving creditfacility agreement secured against a memorandum of cash deposit and letter of set-off in favor of the lender.While the base commitment is US$50 million, GenM may exercise its option to upsize the total commitment toUS$100 million during the option period, which is a period beginning from the closing date up to and includingthe date falling six (6) months thereafter. We may draw down USD, GBP and other currencies (subject tocompliance with certain conditions) from this facility. For each loan, the interest period is one, three, or sixmonths or such other period as may be agreed between the two parties. This revolving credit facility bearsinterest at the rate of LIBOR plus 1.30% per annum, and we are obligated to repay each loan in full on the lastday of its interest period. The interest on the overdue amount is payable at 1.00% per annum above the rate ofinterest which would have been payable if the overdue amount had, during the period of non-payment,constituted a loan of the overdue amount. Upon the occurrence of circumstances affecting the London interbankmarket or the market generally, the lender may, at any time before the first day of any interest period, notify usthat it intends to establish an alternative basis for determining the portion of the interest rate attributable toLIBOR, which, once determined, has retroactive effect from the beginning of the interest period. After theoccurrence of such substitution, we have the right to prepay the loan in full together with all interest accruedthereon and all other sums due and payable under this agreement by giving not less than fourteen (14) days’ priorwritten notice. We also covenanted to ensure that the security coverage ratio shall not be less than one point one(1.10) times (“Minimum Required Ratio”) at all times for so long as any amount is outstanding under the facility.The Minimum Required Ratio shall be reviewed and revised based on us meeting certain financial ratios, whereinthe Minimum Required Ratio will be revised to 0.75 times when we have a minimum EBITDA ofRM2,000 million, minimum unencumbered cash of RM4,000 million, and net debt/EBITDA ratio of less than orequal to 4.0 times, and the Minimum Required Ratio will be revised to 0.00 times when we have a minimumEBITDA of RM3,000 million, minimum unencumbered cash of RM5,500 million, and net debt/EBITDA ratio ofless than or equal to 2.5 times. The final maturity date of this facility is five (5) years from the closing date.

The revolving credit facility also provides for certain customary events of default, including nonpayment,misrepresentation, non-compliance with the security coverage ratio, material adverse change, cross-defaultsunder any certain financial indebtedness of ours that exceed certain thresholds, insolvency and thecommencement of any of our insolvency proceedings. The lender is entitled to demand immediate repayment of

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all or parts of the outstanding loans three business days after our receipt of its written notice on the occurrence ofan event of default which is continuing.

GenM Secured Multi-Currency Facility

On October 13, 2020, we agreed to a letter of variation regarding a letter of offer dated February 27, 2018(as amended) with respect to a secured multi-currency credit facility secured against a memorandum of cashdeposit and letter of set-off in favor of the lender. This facility has an aggregate amount of up to US$100 million(or its equivalent in RM or other currency). We may draw down USD, RM and other currencies from thisfacility. For each drawdown, the tenure is one, two, or three months or such other period as may be agreedbetween the two parties. This credit facility bears interest at the rate of LIBOR plus 0.65% per annum ofmatching tenure, payable on the last day of such matching tenure in arrears. The facility is uncommitted andrepayable on demand.

The multi-currency credit facility stipulates a default interest rate applicable when we fail to pay any amountpayable that comes due. The rate is typically 1% per annum over the mutually agreed relevant rate of interest inconnection with the unpaid sum, or if no rate has been agreed, over the cost of the lender of funding that unpaidsum. The default interest is calculated by reference to successive interest periods and is immediately payable byus on demand by the lender. Any unpaid interest arising on an unpaid sum will be compounded with the unpaidsum at the end of each late interest period applicable to that unpaid sum but will remain immediately due andpayable. The lender also has the right of set-off.

GenM Unsecured Term Loan Facility

On September 20, 2018, we entered into a US$100 million unsecured term loan facility agreement. The termloan has a term of five years, with an interest rate of LIBOR plus 1.25% payable in full in one bullet repaymenton the final maturity date.

The facility agreement provides for certain customary events of default, including nonpayment,misrepresentation, non-performance with any material obligation, material adverse change, cross-defaults underany certain financial indebtedness of ours that exceed certain threshold, insolvency and the commencement ofany of our insolvency proceedings. The lender is entitled to demand repayment of all or parts of the outstandingloans under the term loan facility within three business days of written notification any time upon or after theoccurrence of an event of default.

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DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under the subheading “CertainDefinitions.” In this description, the term “Issuer” refers only to GENM Capital Labuan Limited and the term“Guarantor” refers only to Genting Malaysia Berhad, and not to any of their respective Subsidiaries.

The Issuer will issue the Notes under an indenture (the “Indenture”) between itself, the Guarantor andCiticorp International Limited, as trustee (the “Trustee”), in a private transaction that is not subject to theregistration requirements of the Securities Act. See “Notice to Investors.” The Indenture has not been and willnot be qualified under the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the Indenture. It does not restate thatagreement in its entirety. We urge you to read the Indenture because it, and not this description, defines yourrights as holders of the Notes. Copies of the Indenture are available as set forth below under the heading “WhereYou Can Find More Information.” Certain defined terms used in this description but not defined below under“Certain Defined Terms” have the meanings assigned to them in the Indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holderswill have rights under the Indenture.

Brief Description of the Notes and the Note Guarantee

The Notes

The Notes:

• will be general unsecured obligations of the Issuer;

• will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of theIssuer;

• will be senior in right of payment to any future subordinated Indebtedness of the Issuer; and

• will be unconditionally guaranteed by the Guarantor.

The Note Guarantee

The Notes will be irrevocably and unconditionally guaranteed by the Guarantor. The Note Guarantee:

• will be a general unsecured obligation of the Guarantor;

• will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of theGuarantor;

• will be senior in right of payment to any future subordinated Indebtedness of the Guarantor; and

• will be structurally junior to all existing and future indebtedness of Subsidiaries of the Guarantor.

The Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate withor merge with or into (whether or not the Guarantor is the surviving Person) another Person, other than the Issuer,unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) the Person acquiring the property in any such sale or disposition or the Person formed by or survivingany such consolidation or merger unconditionally assumes all the obligations of the Guarantor underthe Indenture and the Note Guarantee pursuant to a supplemental indenture.

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The Note Guarantee of the Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of the Guarantor(including by way of merger or consolidation) to a Person that is not (either before or after givingeffect to such transaction) the Issuer or a Subsidiary of the Issuer;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Personthat is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of theIssuer; or

(3) upon legal defeasance or satisfaction and discharge of the Indenture as provided below under thecaptions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Principal, Maturity and Interest

The Issuer will issue $ million in aggregate principal amount of Notes in this offering. The Issuermay issue additional Notes under the Indenture from time to time after this offering. Any issuance of additionalNotes is subject to all of the covenants in the Indenture. The Notes and any additional Notes subsequently issuedunder the Indenture will be treated as a single class for all purposes under the Indenture, including, withoutlimitation, waivers, amendments, redemptions and offers to purchase. Any additional Notes shall be issued undera separate CUSIP or ISIN number unless the additional Notes are issued pursuant to a “qualified reopening” ofthe original series, are otherwise treated as part of the same “issue” of debt instruments as the original series orare issued with no more than a de minimis amount of original issue discount, in each case for U.S. federalincome tax purposes.

The Issuer will issue Notes in minimum denominations of $200,000 and integral multiples of $1,000 inexcess thereof. The Notes will mature on , .

Interest on the Notes will accrue at the rate of % per annum and will be payable semi-annually inarrears on and , commencing on , 2021. The Issuer will make each interestpayment to the holders of record on the immediately preceding and .

Interest on the Notes will accrue from and including the date of original issuance or, if interest has alreadybeen paid, from and including the date it was most recently paid. Interest will be computed on the basis of a360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of Notes in certificated form has given wire transfer instructions to the Issuer, the Issuer will payall principal, interest and premium, if any, on that holder’s Notes in accordance with those instructions. All otherpayments on the Notes will be made by the Issuer at the office or agency of the Issuer maintained for thatpurpose, which initially will be an office of the paying agent. The Issuer has initially designated Citibank, N.A.,London Branch to act as paying agent and registrar and its office (currently located at c/o Citibank, N.A., DublinBranch, 1 North Wall Quay, Dublin 1, Ireland) as the place where Notes in certificated form may be presentedfor payment and registration and transfer. The Issuer may change the paying agent or registrar without priornotice to the holders of the Notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar. Ifthe Issuer or any of its Subsidiaries is designated as paying agent, the Issuer may elect to make interest paymentson any Notes in certificated form by check mailed to the noteholders at their address set forth in the register ofholders.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the provisions of the Indenture. The Issuer, theregistrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements andtransfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due ontransfer. The Issuer will not be required to transfer or exchange, or cause the Trustee or the registrar to transfer orexchange, any Note selected for redemption. Also, the Issuer will not be required to transfer or exchange, orcause the Trustee or the registrar to transfer or exchange, any Note for a period of 15 days before notice ofredemption or notice of a Change of Control Offer (as defined below).

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Additional Amounts

All payments in respect of the Notes or the Note Guarantee by or on behalf of the Issuer, the Guarantor, or,in either case, any successor thereto (each, a “Payor”) shall be made free and clear of, and without withholding ordeduction for, or on account of, any present or future taxes, levies, duties, imposts, assessments or othergovernmental charges, including any interest, additions to tax and penalties related thereto (collectively,“Taxes”), unless such withholding or deduction is required by applicable law or by the official interpretation oradministration thereof.

If any Payor, or any other applicable withholding agent, is required to withhold or deduct any amount inrespect of any payment made pursuant to the Notes or the Note Guarantee with respect to any Tax imposed by oron behalf of any jurisdiction in which any Payor is organized, resident or engaged in business for tax purposes, orany jurisdiction from or through which any paying agent acting on behalf of a Payor makes any payments on theNotes or Note Guarantee, or, in each case, any governmental authority or political subdivision thereof or thereinhaving the power to tax (each, a “Relevant Tax Jurisdiction”), the Payor will, subject to the exceptions andlimitations set forth below, pay such additional amounts to each applicable holder (“Additional Amounts”) as arenecessary so that the net payment received by each beneficial owner of Notes (including any AdditionalAmounts), after withholding or deduction for any Taxes of a Relevant Tax Jurisdiction (including in respect ofany Additional Amounts), will equal the amount that would have been received in respect of such Notes or NoteGuarantee had no such withholding or deduction been required; provided that in the case of any beneficial ownerof a Note that is not the holder of such Note, the Additional Amounts payable to the holder in respect of suchbeneficial owner with respect to any applicable Tax shall not exceed the Additional Amounts that would havebeen payable with respect to such Tax if such beneficial owner had been the holder. A Payor’s obligation to payAdditional Amounts shall not apply to:

(a) any Taxes that would not have been imposed but for the existence of any present or former connectionbetween the holder (or the beneficial owner of such Note) and the Relevant Tax Jurisdiction (includingbeing a citizen or resident or national of, being engaged in a trade or business or maintaining apermanent establishment in the Relevant Tax Jurisdiction), other than any connection arising solely asa result of the acquisition, ownership or disposition of the Notes or a beneficial interest therein, thereceipt of any payment in respect of a Note or a Note Guarantee or the enforcement of any rightshereunder or thereunder;

(b) any Taxes that are imposed or withheld because the holder or beneficial owner failed to accuratelycomply with a request from a Payor to meet certification, identification or information reportingrequirements concerning the nationality, residence or identity of the holder or beneficial owner of theNotes (if such holder or beneficial owner is legally eligible to satisfy such requirements), in each case,if compliance with such action is required as a precondition to exemption from, or reduction in, suchTax by the applicable Relevant Tax Jurisdiction;

(c) any estate, inheritance, gift, sales, transfer, wealth, personal property or similar Taxes;

(d) any Taxes that are imposed as a result of the presentation of a Note for payment (where presentation isrequired) more than 30 days after the relevant amount is first made available for payment to the holder(except to the extent that the holder would have been entitled to Additional Amounts had the Note beenpresented on the last day of such 30-day period);

(e) any Tax imposed or required pursuant to current Sections 1471 through 1474 of the Code (or anyamended or successor version that is substantively comparable and not materially more onerous tocomply with), any current or future regulations or official interpretations thereof, any agreemententered into pursuant to current Section 1471(b) of the Code (or any amended or successor versiondescribed above), or any intergovernmental agreements, treaties, conventions or similar agreements(and any related laws, regulations or administrative guidance) implementing the foregoing in anyjurisdiction;

(f) any Tax that is payable otherwise than by deduction or withholding in respect of any payment under aNote or the Note Guarantee; or

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(g) any combination of the above items (the foregoing Taxes described in clauses (a)-(f), “ExcludedTaxes”).

The applicable Payor, if it is the applicable withholding agent, will make any required withholding ordeduction and remit the full amount deducted or withheld to the Relevant Tax Jurisdiction in accordance withapplicable law. The Issuer will provide the Trustee (and, upon request, any holders or beneficial owners of theNotes) with official receipts or other documentation evidencing the payment of any Taxes by an applicablePayor.

The Issuer will pay any present or future stamp, court, issue, registration or documentary Taxes or any otherexcise, property or similar Taxes that arise in any Relevant Tax Jurisdiction from the execution, delivery,enforcement or registration of the Notes, the Note Guarantee, the Indenture or any other document or instrumentin relation thereof, or the receipt of any payments with respect to the Notes or the Note Guarantee.

Whenever in the Indenture there is mentioned in any context: the payment of principal, redemption prices orpurchase prices in connection with a redemption or purchase of Notes, interest, or any other amount payable withrespect to any of the Notes or the Note Guarantee, such reference shall be deemed to include payment ofAdditional Amounts as described under this heading to the extent that, in such context, Additional Amounts are,were or would be payable in respect thereof.

The above obligations will survive any termination, defeasance or discharge of the Indenture, and anytransfer by a holder or beneficial owner of its Notes.

Optional Redemption

At any time prior to the Par Call Date, the Issuer may on any one or more occasions redeem all or a part ofthe aggregate principal amount of Notes issued under the Indenture, upon not less than 5 nor more than 60 days’notice to the holders (with notice reasonably in advance of notice to the holders to the Trustee and the payingagent), at a redemption price equal to 100.00% of the principal amount of Notes redeemed, plus the ApplicablePremium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date, subject to therights of holders on the relevant record date to receive interest due on the relevant interest payment dateoccurring on or prior to the applicable redemption date.

Except pursuant to the preceding paragraph or redemption for tax reasons described below, the Notes willnot be redeemable at the Issuer’s option prior to the Par Call Date. On or after the Par Call Date, the Issuer mayredeem all or a portion of the Notes at a redemption price of 100.00% of the principal amount of the Notesredeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date.

Unless the Issuer default in the payment of the redemption price, interest will cease to accrue on the Notesor portions thereof called for redemption on the applicable redemption date.

Redemption for Tax Reasons

If (a) the Issuer becomes or will become obligated to pay Additional Amounts with respect to any Notes (asdescribed under the heading “—Additional Amounts” above) as a result of any change in, or amendment to, thelaws, treaties, regulations or rulings of a Relevant Tax Jurisdiction, or any change in the official interpretation orapplication of the laws, treaties, regulations or rulings of a Relevant Tax Jurisdiction, which change oramendment is first publicly announced and becomes effective after , 2021 (or, if the Relevant TaxJurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) suchobligation cannot be avoided by the Issuer’s taking reasonable measures available to the Issuer, the Issuer may atits option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall beirrevocable), redeem all, but not less than all, of the Notes at any time at their principal amount together withinterest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevantrecord date to receive interest due on the relevant interest payment date), provided, however, that no such noticeof redemption shall be given earlier than 30 days prior to the earliest date on which the Issuer would be obligedto pay such Additional Amounts were a payment in respect of the Notes then due, and provided further thatreasonable measures shall not require any change in any Payor’s jurisdiction of organization or location of itsprincipal executive office. Prior to the publication of any notice of redemption pursuant to this paragraph, the

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Issuer shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above aresatisfied, and (ii) an opinion of independent counsel of recognized standing to the effect that the Issuer has or willbecome obliged to pay such Additional Amounts as a result of the change or amendment, in each case to be heldby the Trustee and made available for viewing at the offices of the Trustee on written request by any holder ofthe Notes.

Mandatory Disposition or Redemption Pursuant to Gaming Laws

To the extent applicable, the initial purchasers of the Notes have applied for exemptions from the supplierlicensing requirements under applicable Gaming Laws. As assignees of the initial purchasers of the Notes, asubsequent holder or Beneficial Owner of Notes is not subject to the supplier licensing requirements underapplicable Gaming Laws unless such holder or Beneficial Owner provides services to the Issuer or the Guarantorin the same capacity as the initial purchasers of the Notes.

Notwithstanding any other provision hereof, if any Gaming Authority requires a holder or Beneficial Ownerof Notes to be licensed, qualified or found suitable or exempt from licensure under any applicable Gaming Lawand the holder or Beneficial Owner (1) fails to apply for or maintain a license, qualification or finding ofsuitability or exemption from licensure within 30 days after being requested to do so (or such other time periodas required by the Gaming Authority), or (2) is notified by a Gaming Authority that it will not be licensed,qualified or found suitable or exempt from licensure, the Issuer will have the right at their option to:

(1) require the holder or Beneficial Owner to dispose of its Notes within 30 days (or such other time periodas required by the Gaming Authority) consistent with the requirements of the Gaming Authorityfollowing the earlier of:

(a) the termination of the period described above for the holder or Beneficial Owner to apply for alicense, qualification or finding of suitability or exemption from licensure; or

(b) the receipt of the notice from the Gaming Authority that the holder or Beneficial Owner will notbe licensed, qualified or found suitable or exempt from licensure by the Gaming Authority; or

(2) redeem the Notes of the holder or Beneficial Owner at a redemption price equal to:

(a) the price required by applicable law or by order of any Gaming Authority; or

(b) the lesser of:

(i) the principal amount of the Notes; and

(ii) the price that the holder or Beneficial Owner paid for the Notes,

in either case, together with accrued and unpaid interest on the Notes to the earlier of (a) the date of redemptionor such earlier date as is required by the Gaming Authority or (b) the date the Gaming Authority determines thatthe holder or Beneficial Owner will not be licensed, qualified or found suitable or exempt from licensure, whichmay be less than 30 days following the notice of redemption.

Immediately upon a determination by the Gaming Authority that a holder or Beneficial Owner of Notes willnot be licensed, qualified or found suitable or exempt from licensure, the holder or Beneficial Owner will nothave any further rights with respect to the Notes to:

(1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or

(2) receive any interest or any other distribution or payment with respect to the Notes, or any remunerationin any form from the Issuer for services rendered or otherwise, except the redemption price of theNotes described in this section.

The Issuer is not required to pay or reimburse any holder or Beneficial Owner of Notes who is required toapply for such license, qualification or finding of suitability or exemption from licensure for the costs relatingthereto. Those expenses will be the obligation of the holder or Beneficial Owner.

The Issuer shall notify the Trustee in writing of any such redemption as soon as practicable. The Trusteeshall have no duty to monitor any holder or beneficial holder’s compliance with this provision.

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Mandatory Redemption

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to theNotes except as provided in “Mandatory Disposition or Redemption Pursuant to Gaming Laws.”

Repurchase at the Option of Holders

Change of Control

If a Change of Control Triggering Event occurs, each holder will have the right to require the Issuer torepurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’sNotes pursuant to a change of control offer on the terms set forth in the Indenture (such offer, a “Change ofControl Offer”). In the Change of Control Offer, the Issuer will offer a change of control payment (such payment,a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchasedplus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding the date of purchase, subjectto the rights of holders of Notes on the relevant record date to receive interest due on the relevant interestpayment date occurring on or prior to the purchase date. Within fifteen days following any Change of ControlTriggering Event, the Issuer will send a notice to each holder (with notice reasonably in advance of notice to theholders to the Trustee and the paying agent) describing the transaction or transactions that constitute the Changeof Control Triggering Event and offering to repurchase Notes on the date specified in the notice which date willbe no earlier than 30 days and no later than 60 days from the date such notice is sent pursuant to the proceduresrequired by the Indenture and described in such notice (such date, the “Change of Control Payment Date”). TheIssuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities lawsand regulations thereunder to the extent those laws and regulations are applicable in connection with therepurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions ofany securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer willcomply with the applicable securities laws and regulations and will not be deemed to have breached theirobligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of ControlOffer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of allNotes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by theIssuer.

In the case of the Notes in certificated form, the paying agent will promptly mail to each holder of Notesproperly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate andmail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to anyunpurchased portion of the Notes surrendered, if any; provided, however, that each new note will be in aminimum principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. The Issuer willpublicly announce the results of the Change of Control Offer on or as soon as practicable after the Change ofControl Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following aChange of Control Triggering Event will be applicable whether or not any other provisions of the Indenture areapplicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture doesnot contain provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem theNotes in the event of a takeover, recapitalization or similar transaction.

There can be no assurance that sufficient funds will be available at the time of any Change of Control Offerto make the required repurchases or that such repurchases would be permitted by the Gaming Authorities. See

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“Risk Factors—Risks Relating to the Notes and the Note Guarantee—We may be unable to repurchase the Notesat the times and for the amounts required by the Indenture.”

If holders of not less than 90% in aggregate principal amount of the Notes then outstanding validly tenderand do not withdraw the Notes in a Change of Control Offer and the Issuer, or any third-party making a Changeof Control Offer in lieu of the Issuer, as described below, purchases all of the Notes validly tendered and notwithdrawn by such holders, the Issuer will have the right, upon not less than 15 nor more than 60 days’ priornotice to the holders (with notice reasonably in advance of notice to the holders to the Trustee and the payingagent), given not more than 30 days following such purchase pursuant to the Change of Control Offer describedabove, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equalto 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date ofredemption (subject to the right of holders of record on the relevant record date to receive interest on an interestpayment date that is on or prior to the redemption date).

The Issuer will not be required to make a Change of Control Offer upon a Change of Control TriggeringEvent if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise incompliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by theIssuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or(2) notice of redemption has been given pursuant to the Indenture as described above under the caption “OptionalRedemption” unless and until there is a default in payment of the applicable redemption price.

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer,conveyance or other disposition of “all or substantially all” of the assets of the Guarantor. Although there is alimited body of case law interpreting the phrase “substantially all,” there is no precise established definition ofthe phrase under applicable law. Accordingly, the ability of a holder of the Notes to require the Issuer torepurchase their Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of theassets of the Guarantor to another Person or group may be uncertain.

Associated Definitions

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger orconsolidation), in one or a series of related transactions approved by the Guarantor’s Board ofDirectors as part of a single plan, of all or substantially all of the assets of the Guarantor and itsSubsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the ExchangeAct) other than to the Guarantor, a Permitted Holder, one or more Related Parties of the Guarantor and/or of a Permitted Holder or a combination thereof; or

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) theresult of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)(other than the Guarantor, a Permitted Holder, one or more Related Parties of the Guarantor and/or of aPermitted Holder or a combination thereof, or any employee benefit plan of the Guarantor or anySubsidiary) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the outstandingVoting Stock of the Guarantor, measured by voting power rather than number of shares (excluding aredomestication of the Guarantor).

Notwithstanding the foregoing, a transaction will not be deemed to involve a “Change of Control” if, as aresult of such transaction, (i) the Guarantor becomes a direct or indirect wholly owned Subsidiary of a holdingcompany and (ii) either (a) the direct or indirect holders of the Voting Stock of the Guarantor or such holdingcompany immediately prior to such transaction beneficially own, directly or indirectly, at least a majority of thetotal voting power of the Voting Stock of the Guarantor or such holding company immediately following suchtransaction, or (b) immediately following such transaction, no Person, other than the Guarantor, a PermittedHolder, one or more Related Parties of the Guarantor and/or of a Permitted Holder or a combination thereofbeneficially owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of the Guarantoror such holding company.

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For the avoidance of doubt, the Guarantor deems Genting Berhad as its controlling shareholdernotwithstanding Genting Berhad’s ownership of less than 50% of the Guarantor’s outstanding Voting Stock asGenting Berhad has control within the definition of “control” as set out in MFRS 10 “Consolidated FinancialStatements” over the Guarantor by virtue of its ability to manage the financial and operating policies of theGuarantor pursuant to a resort management agreement entered into in 1989 between the Guarantor and GentingBerhad’s wholly-owned subsidiary, Genting Hotel & Resorts Management Sdn Bhd. See “Description of CertainMaterial Agreements and Related Party Transactions.”

“Change of Control Triggering Event” means both (i) a Change of Control shall have occurred and(ii) either (x) the Notes shall not have Investment Grade Status on the date of the first public announcement bythe Guarantor of any Change of Control (or pending Change of Control) and shall not have obtained InvestmentGrade Status within 30 days following consummation of such Change of Control or (y) the Notes shall haveInvestment Grade Status on the date of the first public announcement by the Guarantor of any Change of Control(or pending Change of Control), but on any date during the period commencing on the date of the first publicannouncement by the Guarantor of any Change of Control (or pending Change of Control) and ending 60 daysfollowing consummation of such Change of Control there is a downgrade of the ratings of the Notes by one ormore Rating Agencies and, as a result, the Notes shall cease to have Investment Grade Status. Notwithstandingthe foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with anyparticular Change of Control unless and until such Change of Control has actually been consummated.

“Investment Grade Rating” means a rating of Baa3 or better by Moody’s (or its equivalent under anysuccessor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successorrating category of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor ratingcategory of Fitch); and the equivalent investment grade rating from any replacement Rating Agency appointed bythe Issuer.

“Investment Grade Status” means the Notes shall have an Investment Grade Rating by at least two of thethree Rating Agencies.

“Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any two of Moody’s, S&P andFitch ceases to rate the Notes or fails to make a rating of the Notes publicly available, the Issuer will appoint areplacement for such Rating Agency that is a “nationally recognized statistical rating organization” within themeaning of Section 3(a)(62) of the Exchange Act.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on apro rata basis or by such other similar method in accordance with the procedures of DTC, unless otherwiserequired by law or applicable stock exchange requirements.

No Notes of $200,000 or less can be redeemed in part. Notices of redemption will be sent by first class mailor delivered electronically at least 15 but not more than 60 days before the redemption date to each holder ofNotes (with notice reasonably in advance of such notice to the holders to the Trustee and the paying agent) to beredeemed at its registered address, except that redemption notices may be sent more than 60 days prior to aredemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction anddischarge of the Indenture. While the Notes are in global form, notice will be deemed to have been sufficientlygiven when delivered in accordance with the applicable rules and procedures of DTC.

In connection with any redemption of Notes, any such redemption may, at the Issuer’s discretion, be subjectto one or more conditions precedent, including, but not limited to, the consummation of a Change of Control orconsummation of a refinancing of any Indebtedness or any other transactions. In addition, if such redemption ornotice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’sdiscretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (orwaived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescindedin the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its solediscretion) by the redemption date (whether the original redemption date or the redemption date so delayed). Inaddition, the Issuer may provide in such notice that payment of the redemption price and performance of theIssuer’s obligations with respect to such redemption may be performed by another Person.

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If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state theportion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to theunredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation ofthe original Note. Notes called for redemption become due on the date fixed for redemption. On and after theredemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Listing

Application has been made for the listing of the Notes on Bursa Malaysia (Exempt Regime) and the Noteswill be listed but will not be quoted for trading on Bursa Malaysia.

Application has been made for the listing and quotation of the Notes on the Official List of the SGX-ST.

The Notes will be traded on the SGX-ST in a minimum board size of $200,000 for so long as the Notes arelisted on the SGX-ST. If and for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST sorequire, in the event that book-entry interests in the global Notes are exchanged for certificated form, the Issuerwill appoint and maintain a paying agent in Singapore where the Notes in certificated form may be presented orsurrendered for payment or redemption. The Issuer will announce through the SGX-ST any issue of Notes incertificated form in exchange for book-entry interests in the global Notes, including in the announcement allmaterial information with respect to the delivery of the Notes in certificated form, including details of the payingagent in Singapore.

There can be no guarantee that the Notes become listed, and if listed, that they remain listed. See “RiskFactors—Risks Relating to the Notes and the Note Guarantee—An active trading market may not develop for theNotes.”

Certain Covenants

Liens

The Guarantor will not incur any Liens of any kind (except for Permitted Liens) against or upon any of itsproperties or assets, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom,in each case to secure any Indebtedness, unless contemporaneously therewith effective provision is made tosecure the Notes, the Note Guarantee and all other amounts due under the Indenture equally and ratably withsuch Indebtedness (or, in the event that such Indebtedness is subordinated in right of payment to the Notes or theNote Guarantee prior to such Indebtedness) with a Lien on the same properties and assets securing suchIndebtedness for so long as such Indebtedness is secured by such Lien. The preceding sentence will not requirethe Guarantor to equally and ratably secure the Notes if the Lien consists of a Permitted Lien.

Merger, Consolidation, or Sale of Assets

Neither the Guarantor nor the Issuer may, directly or indirectly: (1) consolidate or merge with or intoanother Person (whether or not the Guarantor or the Issuer, as applicable, is the surviving Person); or (2) sell,assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, taken as a whole,in one or more related transactions, to another Person, unless:

(1) either: the Guarantor or the Issuer, as applicable, is the surviving Person; or the Person formed by orsurviving any such consolidation or merger (if other than the Guarantor or the Issuer, as applicable) orto which such sale, assignment, transfer, conveyance or other disposition has been made is a limitedliability or corporation organized or existing under the laws of Malaysia; provided that in the casewhere the surviving Person is not a corporation, a co-issuer of the Notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor or theIssuer, as applicable) or the Person to which such sale, assignment, transfer, conveyance or otherdisposition has been made assumes all the obligations of the Guarantor or the Issuer, as applicable,under the Notes and the Indenture pursuant to a supplemental indenture;

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(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Guarantor or the Issuer shall deliver to the Trustee an officers’ certificate certifying compliancewith this provision.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of the Guarantor or the Issuer with an Affiliate of the Guarantor or the Issuer, as applicable,solely for the purpose of reincorporating in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition ofassets between or among the Guarantor, the Issuer and the Subsidiaries of the Guarantor.

Limitation on Sale and Leaseback Transactions

The Guarantor will not enter into any sale and leaseback transaction other than any sale and leasebacktransaction:

(1) entered into by the time of or within 270 days of the later of the acquisition, construction, development,operation, alteration, repair, improvement or placing into service of the property subject thereto by theGuarantor;

(2) involving a lease of not more than three years;

(3) entered into in connection with an industrial revenue bond or pollution control financing;

(4) as to which the Guarantor would be entitled to incur such Indebtedness secured by a mortgage on theproperty to be leased in an amount equal to the Attributable Debt with respect to such sale andleaseback transaction without equally and ratably securing the Notes pursuant to the covenantdescribed above under the caption “—Liens”; or

(5) as to which the Guarantor will apply an amount equal to the net proceeds from the sale of the propertyso leased to, within 270 days of the effective date of any such sale and leaseback transaction, (x) theretirement of Notes or Indebtedness of the Guarantor or (y) the acquisition, construction, development,operation, alteration, repair or improvement of other property.

Reports

So long as any Notes are outstanding (unless satisfied and discharged or defeased), the Guarantor willdeliver to the Trustee, as soon as practicable but in any event not more than 10 days after they are filed withBursa Malaysia or any other recognized exchange on which the Guarantor’s Capital Stock is at any time listedfor trading, true and correct copies of any financial report in the English language filed with such exchange,unless such report has been made generally available on the website of the Guarantor or such recognized stockexchange; provided that if at any time the Capital Stock of the Guarantor ceases to be listed for trading on arecognized exchange, the Guarantor will deliver to the Trustee:

(i) as soon as practicable, but in any event within 120 days after the end of the fiscal year of theGuarantor, copies of its financial statements (on a consolidated basis and in the English language) inrespect of such financial year (including a statement of income, balance sheet and cash flow statement)audited by a member firm of an internationally recognized firm of independent accountants; and

(ii) as soon as practicable, but in any event within 60 days after the end of each fiscal quarter of theGuarantor, copies of its unaudited financial statements (on a consolidated basis and in the Englishlanguage) in respect of such quarterly period (including a statement of income, balance sheet and cashflow statement) prepared on a basis consistent with the audited financial statements of the Guarantorexcept the absence of footnote disclosure, normal year-end audit adjustments, and the presentation ofcombined historical financial statements, unless, in the case of clause (i) or (ii) above, such report hasbeen made generally available on the Guarantor’s website.

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For the avoidance of doubt, the financial statements of the Guarantor furnished pursuant to the precedingparagraph (x) will not be required to contain more detail than the financial statements of the Guarantor includedin this offering circular, and in no event will the Guarantor be required to provide historical financial statementsof recently acquired businesses or with respect to any pending acquisitions or any related pro forma financialstatements, and (y) will not be required to contain the separate financial information for Subsidiariescontemplated by Rule 3-10 of Regulation S-X promulgated by the SEC.

The Guarantor has agreed that, for so long as any of the Notes are not freely transferable under theSecurities Act, it will furnish to the holders of the Notes and to bona fide prospective investors that certify thatthey are a Qualified Institutional Buyer (as defined in the Securities Act) or a non-U.S. Person, as applicable,upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the SecuritiesAct. The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Guarantor’scompliance with the covenant described under “— Reports” (as to which the Trustee is entitled to relyexclusively on an officers’ certificate) or to determine whether such information, documents or reports have beenposted on any website.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, orpremium, if any, on, the Notes;

(3) failure by the Guarantor:

(a) to comply with any payment obligations (including, without limitation, obligations as to thetiming or amount of such payments) described under the captions “—Repurchase at the Option ofHolders—Change of Control” or “—Limitation on Sale and Leaseback Transactions”;

(b) to comply with the provisions described under the caption “—Certain Covenants—Merger,Consolidation, or Sale of Assets”;

(4) failure by the Guarantor for 60 days after notice to the Issuer by the Trustee or the holders of at least25% in aggregate principal amount of the Notes then outstanding voting as a single class to complywith any of the other agreements in the Indenture;

(5) default under any mortgage, Indenture or instrument under which there may be issued or by whichthere may be secured or evidenced any Indebtedness for money borrowed by the Guarantor (or thepayment of which is guaranteed by the Guarantor), whether such Indebtedness or Guarantee nowexists, or is created after the date of the Indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtednessprior to the expiration of the grace period provided in such Indebtedness on the date of suchdefault (a “Payment Default”); or

(b) results in such Indebtedness being accelerated prior to its express maturity as a result thereof,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount ofany other such Indebtedness under which there has been a Payment Default or the maturity of whichhas been so accelerated, aggregates $200.0 million (or its equivalent in foreign currency) or more;

(6) failure by the Guarantor to pay final judgments entered by a court or courts of competent jurisdictionaggregating in excess of $200.0 million (or its equivalent in foreign currency), and which judgmentsare not paid, bonded over, discharged or stayed for a period of 60 consecutive days during whichexecution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor tolevy upon assets or properties of the Guarantor to enforce any such judgment; provided, however, thatany such judgment shall not result in an Event of Default if and for so long as (i) the amount of such

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judgment or order is covered by a valid and binding policy of insurance between the defendant uponwhom such judgment was entered and the insurer covering full payment thereof (less any self-insuredretention), and (ii) such insurer has been notified, and has not reserved its rights with respect tocoverage thereof;

(7) except as permitted by the Indenture, the Note Guarantee is held in any judicial proceeding to beunenforceable or invalid or ceases for any reason to be in full force and effect, or the Guarantor deniesor disaffirms its obligations under the Note Guarantee; and

(8) certain Insolvency or Liquidation Proceedings described in the Indenture with respect to the Guarantor.

The rights and remedies of the Guarantor, the Issuer, the Trustee and the holders upon an Event of Defaultare subject to applicable laws, including, but not limited to, Gaming Laws.

Acceleration

In the case of an Event of Default arising from certain Insolvency or Liquidation Proceedings, with respectto the Guarantor, all outstanding Notes will become due and payable immediately without further action ornotice. If any other Event of Default occurs and is continuing, the Trustee by written notice to the Issuer and theGuarantor or the holders of at least 25% in aggregate principal amount of the then outstanding Notes by writtennotice to the Issuer, the Guarantor and the Trustee may declare all the Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately.

Subject to certain exceptions and limitations, holders of a majority in aggregate principal amount of the thenoutstanding Notes may direct the time, method and place of (i) conducting any proceeding for any remedyavailable to the Trustee; and (ii) exercising any trust or power conferred upon the Trustee relating to or arising asa result of an Event of Default. However the Trustee may refuse to follow any direction that conflicts with law orthe Indenture that may involve the Trustee in personal liability, that the Trustee determines in good faith may beunduly prejudicial to the rights of holders not joining in the giving of such direction, or if it is not provided withsecurity, indemnity or pre-funding to its satisfaction and may take any other action it deems proper that is notinconsistent with any such direction received from holders. In addition, the Trustee will not be required toexpend its own funds under any circumstances. The Trustee may withhold from holders of the Notes notice ofany continuing Default or Event of Default (except a Default or Event of Default relating to the payment ofprincipal, interest or premium, if any) if it determines that withholding notice is in their interest.

Subject to the provisions of the Indenture, in case an Event of Default occurs and is continuing, the Trusteewill be under no obligation to exercise any of the rights or powers under the Indenture at the request or directionof any holders of Notes unless such holders have offered, and if requested, provided, to the Trustee indemnity,security and/or pre-funding satisfactory to the Trustee against any loss, liability or expense. Except to enforce theright to receive payment of principal, premium, if any, or interest when due, no holder of a Note may pursue anyremedy with respect to the Indenture, the Notes or the Note Guarantee unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes make a writtenrequest to the Trustee to pursue the remedy;

(3) such holders have offered, and if requested, provided, the Trustee security, indemnity and/orpre-funding satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within (x) 60 days after the receipt of the writtenrequest pursuant to clause (2) above or (y) 60 days after the receipt of indemnity, security and/orpre-funding pursuant to clause (3) above, whichever occurs later; and

(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not given theTrustee a direction inconsistent with such request within such 60-day period.

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The holders of a majority in aggregate principal amount of the then outstanding Notes, by notice to theTrustee may, on behalf of the holders of all the Notes, rescind an acceleration or waive any existing Default orEvent of Default and its consequences under the Indenture except a continuing Default or Event of Default in thepayment of interest, premium, if any, on, or principal of, the Notes.

The Issuer is required to deliver to the Trustee within 120 days after the end of each fiscal year and within14 days of a written request from the Trustee a statement regarding compliance with the Indenture. Uponbecoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statementspecifying such Default or Event of Default.

A holder of a Note may not use the Indenture to prejudice the rights of another holder of a Note or to obtaina preference or priority over another holder of a Note.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, stockholder or other equity owner of theIssuer or the Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantor underthe Notes, the Indenture, the Note Guarantee or for any claim based on, in respect of, or by reason of, suchobligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. Thewaiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective towaive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in anofficers’ certificate, elect to have all of their obligations discharged with respect to the outstanding Notes and allobligations of the Guarantor discharged with respect to the Note Guarantee (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interestor premium, if any, on, such Notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration ofNotes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency forpayment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’sobligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, Issuer may, at its option and at any time, elect to have the obligations of the Issuer and theGuarantor released with respect to certain covenants (including its obligation to make Change of Control Offers)that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with thosecovenants will not constitute a Default or Event of Default with respect to the Notes. In the event CovenantDefeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation andinsolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event ofDefault with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes,cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts aswill be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm ofindependent public accountants, to pay the principal of, premium, if any, and interest on, theoutstanding Notes on the stated date for payment thereof or on the applicable redemption date, as thecase may be, and the Issuer must specify whether the Notes are being defeased to such stated date forpayment or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel acceptableto the Trustee confirming that:

(a) the Issuer has received from, or there has been published by, the Inland Revenue Board ofMalaysia a ruling; or

(b) since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel will confirm that, thebeneficial owners of the outstanding Notes will not recognize income, gain or loss for federal incometax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the sameamounts, in the same manner and at the same times as would have been the case if such LegalDefeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counselreasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Noteswill not recognize income, gain or loss for federal income tax purposes as a result of such CovenantDefeasance and will be subject to federal income tax on the same amounts, in the same manner and atthe same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (otherthan a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit(and any similar concurrent deposit relating to other Indebtedness) and the granting of Liens to securesuch borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitutea default under, any material agreement or instrument (other than the Indenture and the agreementsgoverning any other Indebtedness being defeased, discharged or replaced) to which the Issuer or theGuarantor is a party or by which the Issuer or the Guarantor is bound;

(6) the Issuer must deliver to the Trustee an officers’ certificate stating that the deposit was not made bythe Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer withthe intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(7) the Issuer must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating thatall conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have beencomplied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended orsupplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notesthen outstanding (including, without limitation, consents obtained in connection with a purchase of, or tenderoffer or exchange offer for, the Notes), and any existing Default or Event of Default (other than a Default orEvent of Default in the payment of the principal of, premium, if any, or interest on, the Notes, except a paymentdefault resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture,the Notes or the Note Guarantee may be waived with the consent of the holders of a majority in aggregateprincipal amount of the then outstanding Notes (including, without limitation, consents obtained in connectionwith a purchase of, or tender offer or exchange offer for, the Notes).

Without the consent of each holder of Notes affected, an amendment, supplement or waiver may not (withrespect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement orwaiver;

(2) reduce the principal of or change the fixed maturity of any note or alter or waive any of the provisionswith respect to the redemption of the Notes (other than provisions relating to the covenants describedabove under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the date for payment of interest, including default interest, on any Note;

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(4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on,the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority inaggregate principal amount of the then outstanding Notes and a waiver of the payment default thatresulted from such acceleration);

(5) make any note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights ofholders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of thecovenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release the Guarantor from its obligations under the Note Guarantee or the Indenture in any manneradverse to the holders of the Notes, except in accordance with the terms of the Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer, the Guarantor and theTrustee may amend or supplement the Indenture, the Notes or the Note Guarantee:

(1) to cure any ambiguity, defect or inconsistency; provided that such actions do not adversely affect therights of any holders, as determined in good faith by the Issuer;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the holders of Notes andNote Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Issuer’sor the Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or thatdoes not adversely affect the legal rights under the Indenture of any such holder;

(5) to conform the text of the Indenture, the Note Guarantee or the Notes to any provision of thisDescription of Notes to the extent that such provision in this Description of Notes was intended to be averbatim recitation of a provision of the Indenture, the Note Guarantee or the Notes;

(6) to provide for the issuance of additional Notes in accordance with the limitations set forth in theIndenture as of the date of the Indenture; or

(7) to allow the Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to theNotes.

The consent of the holders is not necessary to approve the particular form of any proposed amendment solong as the consent approves the substance of the proposed amendment.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder,when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have beenreplaced or paid and Notes for whose payment money has been deposited in trust and thereafterrepaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due andpayable by reason of the sending of a notice of redemption or otherwise or will become due andpayable at their Stated Maturity within one year or if redeemable at the option of the Issuer, are tobe called for redemption, within one year under arrangements satisfactory to the Trustee for the

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giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, andthe Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee astrust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callableGovernment Securities, or a combination thereof, in such amounts as will be sufficient, withoutconsideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on theNotes not delivered to the Trustee for cancellation for principal, premium, if any, and accruedinterest to the date of maturity or redemption;

(2) in respect of subclause (b) above, no Default or Event of Default has occurred and is continuing on thedate of such deposit (other than a Default or Event of Default resulting from the borrowing of funds tobe applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, thegranting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of,or constitute a default under, any other instrument to which the Issuer or the Guarantor is a party or bywhich the Issuer or the Guarantor is bound (other than with respect to the borrowing of funds to beapplied concurrently to make the deposit required to effect such satisfaction and discharge and anysimilar concurrent deposit relating to other Indebtedness, and in case the granting of Liens to securesuch borrowings);

(3) the Issuer and the Guarantor have paid or caused to be paid all sums payable by it under the Indenture(other than contingent obligations not then due and payable); and

(4) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply thedeposited money toward the payment of the Notes at maturity or on the redemption date, as the casemay be.

In addition, the Issuer must deliver an officers’ certificate and an opinion of counsel to the Trustee statingthat all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Issuer or the Guarantor, the Indenture limits the right of the Trusteeto obtain payment of claims in certain cases, or to realize on certain property received in respect of any suchclaim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Issuer, theGuarantor and its affiliates.

The holders of a majority in aggregate principal amount of the then outstanding Notes will have the right todirect the time, method and place of conducting any proceeding for exercising any remedy available to theTrustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and iscontinuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent personin the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exerciseany of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder hasoffered to the Trustee security, prefunding and/or indemnity satisfactory to the Trustee against any loss, liabilityor expense.

Governing Law

The Indenture, the Notes and the Note Guarantee will be governed by, and construed in accordance with, thelaw of the State of New York.

Jurisdiction

The Issuer and the Guarantor will irrevocably submit to the non-exclusive jurisdiction of any state or federalcourt sitting in the Borough of Manhattan, City of New York, United States of America, and any competent courtin the place of the Issuer’s or the Guarantor’s corporate domicile for purposes of any action or proceeding arisingout of or related to the Indenture.

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Waiver of Trial by Jury

The Trustee, the Issuer, the Guarantor and each holder will irrevocably waive to the fullest extent permittedby law any and all right to trial by jury in any legal action, suit or proceeding arising out of or in connection withthe Indenture, the Notes, the Note Guarantee or related transactions.

Open Market Purchases

The Issuer, the Guarantor or any of its Subsidiaries may, in accordance with all applicable laws andregulations, at any time purchase the Notes in the open market or otherwise at any price, so long as such purchasedoes not otherwise violate the terms of the Indenture. The Notes so purchased, while held by or on behalf of theGuarantor or any of its Subsidiaries, shall not be deemed to be outstanding for the purposes of determiningwhether the holders of the requisite principal amount of outstanding Notes have given any request, demand,authorization, direction, notice, consent or waiver hereunder.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture or a fulldisclosure of all defined terms used therein, as well as any other capitalized terms used herein for which nodefinition is provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled byor under direct or indirect common control with such specified Person. For purposes of this definition, “control,”as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of such Person, whether through the ownership of voting securities,by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Personwill be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “undercommon control with” have correlative meanings.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of: (a) the present value at such redemption date of (i) 100.00% of the principal amount ofsuch Notes plus (ii) all required interest payments due on such Notes through the Par Call Date(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal tothe Treasury Rate as of such redemption date plus basis points; over (b) the principal amountof the Note.

The Applicable Premium shall be calculated by or on behalf of the Issuer, and the Trustee shall have no dutyto calculate or verify the Issuer’s calculation thereof.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, thepresent value of the obligation of the lessee for net rental payments during the remaining term of the leaseincluded in such sale and leaseback transaction including any period for which such lease has been extended ormay, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal tothe rate of interest implicit in such transaction, determined in accordance with MFRS.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under theExchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is usedin Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of allsecurities that such “person” has the right to acquire by conversion or exercise of other securities, whether suchright is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and“Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof dulyauthorized to act on behalf of such board;

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(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controllingcommittee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights orother equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general orlimited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits andlosses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing anydebt securities convertible into Capital Stock, whether or not such debt securities include any right ofparticipation with Capital Stock.

“Consolidated Total Assets” means, as of the end of any fiscal quarter of the Guarantor, the total assets ofthe Guarantor and its Subsidiaries calculated on a consolidated and pro forma basis at such date (whichcalculation shall give pro forma effect to any acquisition by or disposition of assets of the Guarantor or any of itsSubsidiaries that has occurred since the end of such fiscal quarter, as if such acquisition or disposition hadoccurred on the last day of such fiscal quarter).

“Credit Facilities” means, one or more debt facilities or commercial paper facilities, in each case, withbanks or other institutional lenders, accredited investors or institutional investors providing for revolving creditloans, term loans, term debt, receivables financing (including through the sale of receivables to such lenders or tospecial purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in eachcase, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whetherupon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, anEvent of Default.

“Defeased Indebtedness” means Indebtedness (a) that has been defeased in accordance with the terms of theIndenture or other agreement under which it was issued, (b) that has been called for redemption and for whichfunds sufficient to redeem such Indebtedness have been set aside in a separate account by the Guarantor, (c) forwhich amounts are set aside in trust or are held by a representative of the holders of such Indebtedness or anythird party escrow agent pending satisfaction or waiver of the conditions for the release of such funds, or (d) thathas otherwise been defeased in the good faith determination of the Guarantor.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fitch” means Fitch Ratings, Inc., and its successors.

“Gaming Authorities” means, in any jurisdiction in which the Guarantor or any of its Subsidiaries managesor conducts any casino, gaming business or activities, the applicable gaming board, commission, or othergovernmental gaming regulatory body or agency (including the New York State Gaming Commission) which(a) has, or may at any time after the Issue Date have, jurisdiction over the gaming activities conducted by theGuarantor or any of its Subsidiaries, or any successor to such authority or (b) is, or may at any time after theIssue Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Laws” shall mean all applicable constitutions, treaties, laws, rates, regulations and orders andstatutes pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over

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gaming, gambling or casino activities and all rules, rulings, orders, ordinances, regulations of any GamingAuthority applicable to the gambling, casino, gaming businesses or activities of the Guarantor or any of itsSubsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations andadministration thereof by the Gaming Authorities.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States ofAmerica, and the payment for which the United States pledges its full faith and credit.

“Governmental Authority” shall mean the government of the United States of America or any other nation,any political subdivision thereof, whether state or local, and any agency, authority (including any GamingAuthority), instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in theordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge ofassets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of anyIndebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchaseassets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).The amount of the guarantee shall be deemed to be an amount equal to the stated or determinable amount of therelated primary obligation, or portion thereof, in respect of which the guarantee is made or, if not stated ordeterminable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeingPerson in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means Genting Malaysia Berhad, a company incorporated under the laws of Malaysia. Forpurposes of the definition of “Change of Control” and the defined terms used therein, “Guarantor” meansGenting Malaysia Berhad together with its Affiliates.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excludingaccrued expenses and trade payables), for or in respect of money borrowed that has a final maturity of one yearor more from its date of incurrence or issuance.

“initial purchasers” means CIMB Bank Berhad, Labuan Offshore Branch, Citigroup Global MarketsSingapore Pte. Ltd., DBS Bank Ltd. and J.P. Morgan (S.E.A.) Limited.

“Insolvency or Liquidation Proceeding” means:

(1) any voluntary or involuntary case or proceeding under Bankruptcy Law with respect to the Issuer or theGuarantor;

(2) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or anyreceivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer orthe Guarantor or with respect to a material portion of the Guarantor’s assets;

(3) any liquidation, dissolution, reorganization or winding up of the Issuer or the Guarantor whethervoluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of theIssuer or the Guarantor.

“Issue Date” means , 2021.

“Joint Venture” shall mean a joint venture, partnership or other similar arrangement, whether in corporate,partnership or other legal form; provided that, in no event shall any corporate Subsidiary of any Person beconsidered to be a Joint Venture to which such Person is a party.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of NewYork, Kuala Lumpur, Labuan, London, Hong Kong or at a place of payment are authorized by law, regulation orexecutive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may bemade at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on suchpayment for the intervening period.

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“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, orpreference, priority or other security interest or preferential arrangement in the nature of a security interest of anykind or nature whatsoever (including any conditional sale or other title retention agreement, and any financinglease having substantially the same economic effect as any of the foregoing).

“Material Adverse Effect” means (a) a material adverse change in the business, assets, financial condition orresults of operation of the Guarantor and its Subsidiaries taken as a whole; (b) a material impairment of theability of the Guarantor to perform its payment obligations under the Indenture or any Note; or (c) a materialadverse effect upon the rights and remedies, taken as a whole, of the Trustee and the holders under the Indentureand the Notes.

“MFRS” means Malaysian Financial Reporting Standards issued by the Malaysian Accounting StandardsBoard.

“Moody’s” means Moody’s Investors Service, Inc.

“Note Guarantee” means the guarantee by the Guarantor of the Issuer’s obligations under the Indenture andthe Notes, executed pursuant to the provisions of the Indenture.

“Par Call Date” means , (one month prior to the maturity date of the Notes).

“Permitted Holder” means each of Parkview Management Sdn. Bhd, Kien Huat Realty Sdn Berhad, KienHuat International Limited, Genting Berhad, Golden Hope Unit Trust, Summerhill Trust Company (Isle of Man)Limited, Tan Sri Lim Kok Thay and Mr. Lim Keong Hui.

“Permitted Liens” means:

(1) Liens in favor of the Issuer or the Guarantor;

(2) Liens on property or shares of Capital Stock of a Person existing at the time such Person is acquired ormerged with or into or consolidated with the Guarantor or any Subsidiary of the Guarantor; providedthat such Liens were in existence prior to the contemplation of such merger or consolidation and do notextend to any assets other than those of the Person merged into or consolidated with the Guarantor orthe Subsidiary;

(3) Liens upon any of the property and assets existing at the time such property or asset is purchased orotherwise acquired by the Guarantor or any of its Subsidiaries in accordance with the Indenture;provided that any such Lien was in existence prior to such purchase or acquisition and was not createdor incurred in contemplation of such purchase or other acquisition and does not extend to or cover anyproperty or assets other than the property or asset being so purchased or otherwise acquired;

(4) Pledges or deposits made or Liens incurred in the ordinary course of business in connection withworkers’ compensation and other insurance programs, unemployment insurance and other types ofsocial security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds,bids, leases, government contracts, trade contracts, performance and return-of-money bonds and othersimilar obligations (exclusive of obligations for the payment of borrowed money or otherIndebtedness) or deposits to secure public or statutory obligations of such Person or deposits of cash orgovernment bonds to secure surety or appeal bonds and other similar obligations to which such Personis a party;

(5) Liens existing on the date of the Indenture and any renewals or extensions thereof, provided that theproperty covered thereby is not increased and on any renewal or extension of the Indebtedness, if any,secured or benefited thereby;

(6) Liens for taxes, assessments or governmental charges or claims (a) the non-payment of which wouldnot, individually or in the aggregate, result in a Material Adverse Effect, (b) that are not yet delinquentor are thereafter payable without penalty, or (c) that are being contested in good faith by appropriateproceedings promptly instituted and diligently concluded; provided that in the cases of liens describedin subclause (b) or (c), reserve or other appropriate provision as is required in conformity with MFRS

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has been made therefor or other adequate provision for the payment thereof shall have been made andmaintained at all times during such contest;

(7) statutory Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, construction,repairmen, workmen, materialmen, lessor and mechanics’ Liens, banks (rights of setoff) and otherLiens imposed by law, in each case, incurred in the ordinary course of business;

(8) survey exceptions, easements, restrictions, encroachments, subdivisions, parcelizations, covenants andother similar encumbrances affecting real property, including, but not limited to, similar encumbrancesotherwise required or deemed by the Guarantor to be reasonably necessary in connection with thedevelopment and operation of the permitted business, alleyways, street dedications, notices ofcommencement or reservations of, or rights of others for, licenses, rights-of-way, air rights, mineral,coal gas and aboriginal antiquities, sewers, electric lines, telegraph and telephone lines and othersimilar purposes, or zoning or other restrictions as to the use of real property, defects or irregularities oftitle, including environmental defects, or dedications or vacations of real property that, in each case, donot in the aggregate materially adversely interfere with the ordinary conduct of the business of theGuarantor or any of its Subsidiaries;

(9) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantee);

(10) Liens to secure any refinancing Indebtedness permitted to be incurred under the Indenture; providedthat:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, underthe written agreements pursuant to which the original Lien arose, could secure the originalIndebtedness (plus improvements and accessions to, such property or proceeds or distributionsthereof); and

(b) the principal amount of Indebtedness secured by the new Lien is not increased to any amountgreater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, ofthe amount of the Indebtedness refinanced and (y) an amount necessary to pay any fees andexpenses, including premiums, related to such renewal, refunding, refinancing, replacement,defeasance or discharge;

(11) Liens securing Indebtedness incurred by the Guarantor or any of its Subsidiaries of hedging obligationsin the ordinary course of business;

(12) Liens securing Credit Facilities;

(13) any interest or title of a lessor or sublessor under any lease or sublease of real or personal propertyentered into by the Guarantor or any of its Subsidiaries in effect on the date hereof and as subsequentlyentered into as permitted hereunder;

(14) Liens solely on any cash earnest money deposits made by the Guarantor or any of its Subsidiaries inconnection with any surety bond, letter of intent or purchase agreement permitted hereunder;

(15) purported Liens evidenced by the filing of precautionary Uniform Commercial Code financingstatements (or its equivalent under applicable law) relating to any transaction otherwise permittedunder this Indenture;

(16) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment ofcustoms duties in connection with the importation of goods;

(17) any zoning or similar law or right reserved to or vested in any governmental office or agency to controlor regulate the use of any real property;

(18) licenses of patents, trademarks and other intellectual property rights granted by the Guarantor or any ofits Subsidiaries in the ordinary course of business;

(19) bankers’ Liens, rights of setoff and other similar Liens (i) relating to the establishment of depositoryrelations with banks and other financial institutions not given in connection with the issuance of

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Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts ofthe Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligationsincurred in the ordinary course of business of the Guarantor or any of its Subsidiaries, including withrespect to credit card chargebacks and similar obligations or (iii) relating to purchase orders and otheragreements entered into with customers, suppliers or service providers of the Guarantor or any of itsSubsidiaries in the ordinary course of business;

(20) deposits made, and letters of credit issued, to secure the performance of operating leases of theGuarantor or its Subsidiaries in the ordinary course of business;

(21) any interest or title of a lessor or sublessor or a licensor and any restriction or encumbrance to whichthe interest or title of such lessor, sublessor or licensor may be subject that is incurred in the ordinarycourse of business and could not reasonably be expected to have a Material Adverse Effect;

(22) Liens arising out of judgments or awards that do not constitute an Event of Default under the Indenture;

(23) other Liens incurred with respect to Indebtedness that does not exceed at any one time outstanding thegreater of (i) $200.0 million and (ii) 10.0% of the Consolidated Total Assets calculated on a pro formabasis;

(24) space leases and subleases and any leasehold mortgage in favor of any party financing the lessee underany such lease or sublease; provided that such mortgage does not create a lien against the fee interest insuch property and that neither the Guarantor nor any Subsidiary is liable for the payment of anyprincipal of, or interest, premiums, or fees on, such financing;

(25) rights reserved to or vested in any Governmental Authority to control or regulate, or obligations orduties to any Governmental Authority with respect to (i) the use of any real property or vessel, or(ii) any right, power, franchise, grant, license, or permit, including present or future zoning laws,building codes and ordinances, zoning restrictions, or other laws and ordinances restricting theoccupancy, use, or enjoyment of real property or vessel;

(26) rights of tenants under leases and rental agreements covering real property or vessels entered into in theordinary course of business of the Person owning such real property;

(27) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale ofgoods entered into by the Guarantor or any of its Subsidiary in the ordinary course of business and anyUCC financing statements (or its equivalent) securing rights of consignors in such consignor’sconsigned goods;

(28) Liens on cash securing only Defeased Indebtedness; and

(29) Liens for minor defects in title property that, in the aggregate, are not substantial in amount and do notmaterially detract from the value of the property subject thereto or interfere with its ability to conductits business as currently conducted or to utilize such properties and assets for their intended purposes.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company,trust, unincorporated organization, limited liability company or government or other entity.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Related Party” means (1) any controlling stockholder or Subsidiary of the Guarantor or of a PermittedHolder, or (2) any trust, corporation, partnership, limited liability company (or series thereof) or other entity, thebeneficiaries, stockholders, partners, members, owners or Persons beneficially holding a majority (andcontrolling) interest of which consist of the Guarantor, a Permitted Holder and/or any one or more of suchPersons referred to in the immediately preceding clause (1).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Group, a division of the McGraw Hill Companies.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

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“Stated Maturity” means, with respect to any installment of interest or principal on any series ofIndebtedness (including any sinking fund payment to be made in connection therewith), the date on which thepayment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness asof the date of the Indenture, and will not include any contingent obligations to repay, redeem or repurchase anysuch interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting powerof shares of Capital Stock entitled (without regard to the occurrence of any contingency and aftergiving effect to any voting agreement or stockholders’ agreement that effectively transfers votingpower) to vote in the election of directors, managers or trustees of the corporation, association or otherbusiness entity is at the time owned or controlled, directly or indirectly, by that Person or one or moreof the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person ora Subsidiary of such Person or (b) the only general partners of which are that Person or one or moreSubsidiaries of that Person (or any combination thereof).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date ofUnited States Treasury securities with a constant maturity (as compiled and published in the most recent FederalReserve Statistical Release H.15 (519) that has become publicly available at least two (2) Business Days prior tothe redemption date (or, if such Statistical Release is no longer published, any publicly available source ofsimilar market data)) most nearly equal to the period from the redemption date to the Par Call Date; provided,however, that if the period from the redemption date to the Par Call Date is less than one year, the weeklyaverage yield on actually traded United States Treasury securities adjusted to a constant maturity of one year willbe used.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at thetime entitled to vote in the election of the Board of Directors of such Person.

“Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of theoutstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall atthe time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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BOOK-ENTRY SYSTEM

General

The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers inreliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A (the“Rule 144A Notes”). The Notes will also be offered and sold to certain persons in offshore transactions inreliance on Regulation S (the “Regulation S Notes”). Except as set forth below, the Rule 144A Notes will berepresented by one or more global notes in registered form without interest coupons (collectively, the “Rule144A Global Notes”) and Regulation S Notes will initially be represented by one or more temporary global notesin registered form without interest coupons (collectively, the “Temporary Regulation S Global Notes”).Beneficial ownership interests in a Temporary Regulation S Global Note will be exchangeable for interests in aRule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”) or a definitivenote in registered certificated form (a “certificated note”) only after expiration of the period through andincluding the 40th day after the later of the commencement of this offering and the closing of this offering (the“Distribution Compliance Period”) and then upon the terms and subject to the conditions set forth under“—Exchanges Among Global Notes.” The Temporary Regulation S Global Notes and the Permanent RegulationS Global Notes are referred to herein as the “Regulation S Global Notes,” and the Rule 144A Global Notes andthe Regulation S Global Notes are collectively referred to herein as the “Global Notes.” Beneficial interests in theTemporary Regulation S Global Notes may be held only through the Euroclear System (“Euroclear”) andClearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC), unless transferred to a person thattakes delivery through a Rule 144A Global Note in accordance with the certification requirements describedbelow. Within a reasonable time period after the expiration of the Distribution Compliance Period, theRegulation S Temporary Global Notes will be exchanged for one or more Permanent Regulation S Global Notesupon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes andpursuant to Regulation S as provided in the Indenture. In addition, beneficial interests in the Rule 144A GlobalNotes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in thelimited circumstances described under “—Exchanges Among Global Notes.” The Global Notes will be depositedupon issuance with the Trustee as custodian for DTC and registered in the name of DTC or its nominee, in eachcase, for credit to an account of a direct or indirect participant in DTC as described below.

Rule 144A Notes and Regulation S Notes (including beneficial interests in the Notes they represent) will besubject to certain restrictions on transfer and the Global Notes will bear restrictive legends as described under“Notice to Investors.”

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to anothernominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not beexchanged for certificated notes except in the limited circumstances described below. See “—Exchange ofGlobal Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficialinterests in the Global Notes will not be entitled to receive physical delivery of the Notes in certificated form.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures ofDTC and its direct or indirect participants, including Euroclear and Clearstream, which may change from time totime.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream is providedsolely as a matter of convenience. These operations and procedures are solely within the control of the respectivesettlement systems and are subject to changes by them. We take no responsibility for these operations andprocedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State ofNew York, a “banking organization” within the meaning of the New York Banking Law, a member of theFederal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a“clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created tohold securities for its participating organizations (collectively, the “participants”) and to facilitate the clearance

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and settlement of transactions in those securities between participants through electronic book-entry changes inaccounts of its participants. The participants include securities brokers and dealers (including the initialpurchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’ssystem is also available to other entities such as banks, brokers, dealers and trust companies that clear through ormaintain a custodial relationship with a participant, either directly or indirectly (collectively, the “indirectparticipants”).

Persons who are not participants may beneficially own securities held by or on behalf of DTC only throughthe participants or the indirect participants. The ownership interests in, and transfers of ownership interests in,each security held by or on behalf of DTC are recorded on the records of the participants and indirectparticipants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initialpurchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in Global Notes will be shown on, and the transfer of ownership of theseinterests will be effected only through, records maintained by DTC (with respect to the participants) orby the participants and the indirect participants (with respect to other owners of beneficial interests inGlobal Notes). Investors in the Rule 144A Global Notes who are participants in DTC’s system mayhold their interests therein directly through DTC.

Investors in Rule 144A Global Notes who are not participants may hold their interests therein indirectlythrough organizations (including Euroclear and Clearstream) which are participants in such system. Investors inthe Regulation S Global Notes must initially hold their interests therein through Euroclear or Clearstream, if theyare participants in such systems, or indirectly through organizations that are participants. After the expiration ofthe Distribution Compliance Period (and not earlier), investors may also hold interests in the Regulation S GlobalNotes through participants in the DTC system other than Euroclear and Clearstream. Euroclear and Clearstreammay hold interests in the Global Notes on behalf of their participants through customers’ securities accounts intheir respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., asoperator of Euroclear, and Clearstream Banking, S.A., as operator of Clearstream. All interests in a Global Note,including those held through Euroclear or Clearstream, may be subject to the procedures and requirements ofDTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures andrequirements of such systems.

The laws of some jurisdictions require that certain persons take physical delivery in definitive form ofsecurities that they own and the ability to transfer beneficial interests in a Global Note to persons that are subjectto those requirements will be limited to that extent. Because DTC can act only on behalf of participants, which inturn act on behalf of indirect participants, the ability of a person having beneficial interests in a Global Note topledge those interests to persons that do not participate in the DTC system, or otherwise take actions in respect ofthose interests, may be affected by the lack of a physical certificate evidencing those interests.

Except as described below, owners of an interest in Global Notes will not have notes registered in theirnames, will not receive physical delivery of certificated notes and will not be considered the registered owners or“holders” thereof under the Indenture for any purpose.

(1) Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered inthe name of DTC or its nominee will be payable to DTC in its capacity as the registered holder underthe Indenture. Under the terms of the Indenture, the Issuer, the Guarantor and the Trustee will treat thepersons in whose names the Notes, including Global Notes, are registered as the owners of such notesfor the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, theGuarantor or the Trustee, or any agent of the Issuer, the Guarantor or the Trustee has or will have anyresponsibility or liability for;

(2) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to orpayments made on account of beneficial ownership interests in Global Notes or for maintaining,supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s recordsrelating to the beneficial ownership interests in Global Notes; or

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(3) any other matter relating to the actions and practices of DTC or any of its participants or indirectparticipants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as theNotes (including principal and interest), is to credit the accounts of the relevant participants with the payment onthe payment date unless DTC has reason to believe it will not receive payment on that payment date. Eachrelevant participant is credited with an amount proportionate to its beneficial ownership of an interest in theprincipal amount of notes as shown on the records of DTC. Payments by the participants and the indirectparticipants to the beneficial owners of notes will be governed by standing instructions and customary practicesand will be the responsibility of the participants or the indirect participants and will not be the responsibility ofDTC, the Issuer, the Guarantor or the Trustee. None of the Issuer, the Guarantor or the Trustee will be liable forany delay by DTC or any of its participants in identifying the beneficial owners of any notes, and the Issuer, theGuarantor and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC orits nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between participants inDTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfersbetween participants in Euroclear and Clearstream will be effected in accordance with their respective rules andoperating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross- markettransfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on theother hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream,as the case may be, by its respective depositary; however, such cross-market transactions will require delivery ofinstructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordancewith the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear orClearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions toits depositary to take action to effect final settlement on its behalf by delivering or receiving interests in therelevant Global Note, and making or receiving payment in accordance with normal procedures for same-dayfunds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliverinstructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of Notes only at thedirection of one or more participants to whose account DTC has credited the interests in the Global Notes andonly in respect of the portion of the aggregate principal amount of the Notes as to which that participant or thoseparticipants has or have given the relevant direction. However, if there is an event of default under the Notes,DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distributesuch notes to its participants.

Although DTC, Euroclear and Clearstream have established the foregoing procedures in order to facilitatetransfers of interests in Global Notes among participants in DTC, they are under no obligation to perform thoseprocedures, and may discontinue or change those procedures at any time. None of the Issuer, the Guarantor or theTrustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear orClearstream or their respective participants or indirect participants of their respective obligations under the rulesand procedures governing its operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for a certificated note in minimum denominations of $200,000 and inintegral multiples of $100,000 in excess thereof, if:

• DTC (1) notifies the Issuer that it is unwilling or unable to continue as depositary for the applicableGlobal Notes or (2) has ceased to be a clearing agency registered under the Exchange Act and, in eithercase, the Issuer fail to appoint a successor depositary within 90 days;

• the Issuer, at their option and subject to the procedures of DTC, notify the Trustee in writing that theyelect to cause the issuance of certificated notes (provided that in no event will the Temporary RegulationS Global Note be exchanged for certificated notes prior to (a) the expiration of the Distribution

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Compliance Period and (b) the receipt of any certificates required under the provisions of Regulation S);or

• there has occurred and is continuing an event of default with respect to the Notes and DTC requests theissuance of certificated notes.

In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests in a GlobalNote will be registered in the names, and issued in any approved denominations, requested by or on behalf of thedepositary (in accordance with its customary procedures) and will bear the applicable restrictive legend unlessthat legend is not required by applicable law.

None of the Issuer, the Guarantor or the Trustee will be liable for any delay by a Global Note holder or DTCin identifying the beneficial owners of the Notes and the Issuer, the Guarantor and the Trustee may conclusivelyrely on, and will be protected in relying on, instructions from the Global Note holder or DTC for all purposes.

Exchanges Among Global Notes

Beneficial interests in a Temporary Regulation S Global Note may be exchanged for beneficial interests in aPermanent Regulation S Global Notes or a Rule 144A Global Note only after the expiration of the DistributionCompliance Period and then only upon certification that, among other things, beneficial ownership interests insuch Temporary Regulation S Notes are owned by or being transferred to either non-U.S. persons or U.S. personswho purchased such interests in a transaction that did not require registration under the Securities Act.

Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in theform of an interest in a Regulation S Global Note, whether before or after the expiration of the DistributionCompliance Period, only if the transferor first delivers to the Issuer and the Trustee a written certificate (in theform provided in the Indenture) to the effect that the transfer is being made in accordance with Rule 903 or Rule904 of Regulation S or Rule 144.

In connection with any such transfer, appropriate adjustments will be made to reflect the changes in theprincipal amounts of the Regulation S Note and the Rule 144A Note, as applicable. Any beneficial interest in oneof the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other GlobalNote will, upon transfer, cease to be an interest in the original Global Note and will become an interest in theother Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other proceduresapplicable to beneficial interest in the other Global Note.

Same Day Settlement and Payment

Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, andinterest) will be made by wire transfer of immediately available funds to the accounts specified by the GlobalNote holder. With respect to any certificated notes, we will make all payments of principal, premium, if any, andinterest in the manner set forth in the Indenture. We expect that secondary trading in any certificated notes willalso be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participantpurchasing an interest in a Global Note from a participant in DTC will be credited, and any such crediting will bereported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day(which must be a business day for Euroclear and Clearstream) immediately following the settlement date ofDTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in aGlobal Note by or through a Euroclear or Clearstream participant to a participant in DTC will be received withvalue on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash accountonly as of the business day for Euroclear or Clearstream following DTC’s settlement date.

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TAXATION

Certain U.S. Federal Income Tax Consequences to U.S. Holders

The following is a summary of certain U.S. federal income tax considerations that may be relevant to abeneficial owner of a Note that is a U.S. holder (as defined below). This summary is based on provisions of theInternal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations, administrativeguidance and judicial decisions, each as now in effect and each of which is subject to change or differinginterpretation, possibly with retroactive effect. This summary deals only with beneficial owners of notes that willhold notes as capital assets and applies only to notes acquired for cash in this offering at their “issue price” (i.e.,the first price at which a substantial amount of the notes is sold to the investors for cash, excluding sales to bondhouses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agencies orwholesalers). This summary does not address particular U.S. federal income tax considerations that may beapplicable to investors that are subject to special tax rules, such as banks or other financial institutions,tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, dealersin securities or currencies, traders in securities electing to mark to market tax accounting with respect to thenotes, persons that hold notes through non-U.S. brokers or other non-U.S. intermediaries, persons that will holdnotes as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or otherintegrated financial transaction, entities taxed as partnerships or the partners therein, U.S. expatriates, nonresidentalien individuals present in the United States for more than 182 days in a taxable year, or persons that have a“functional currency” other than the U.S. dollar.

This summary addresses only U.S. federal income tax consequences, and does not address consequencesarising under state, local, or non-U.S. tax laws or any other U.S. federal tax laws (such as estate and gift taxlaws). In addition, this summary does not address the alternative minimum tax, the Medicare tax on netinvestment income or the special timing rules prescribed under section 451(b) of the Code. Investors shouldconsult their own tax advisors in determining the tax consequences to them of holding notes under such tax laws,as well as the application to their particular situation of the U.S. federal income tax considerations discussedbelow.

As used herein, a “U.S. holder” is a beneficial owner of a note that, for U.S. federal income tax purposes, is:

• an individual who is a citizen or resident of the United States;

• a corporation organized under the laws of the United States, any state thereof or the District of Columbia;or

• any other person that is subject to U.S. federal income taxation on a net income basis in respect of a note(including a non-U.S. person that holds their notes in connection with a United States trade or business).

Non-U.S. persons that that hold notes in connection with a U.S. trade or business should consult their taxadvisors with respect to the special tax consequences applicable to them of the purchase, ownership anddisposition of the notes, including possible application of the branch profits tax.

Interest

The gross amount of stated interest and additional amounts, if any (i.e., without reduction for anywithholding tax) will be taxable to a U.S. holder as ordinary income at the time it accrues or is actually orconstructively received, in accordance with the holder’s regular method of accounting for U.S. federal incometax purposes.

Subject to various limitations, a U.S. holder may claim a tax credit or claim a deduction for any non-U.S.withholding tax withheld in respect of any interest paid on a note. Stated interest, if any, on a Note generally willconstitute foreign source income and generally will be considered “passive category income” or, in the case ofcertain U.S. holders, “general category income” in computing the foreign tax credit allowable to U.S. holdersunder U.S. federal income tax laws. There are significant complex limitations on a U.S. holder’s ability to claimforeign tax credits. U.S. holders should consult their tax advisors regarding the creditability or deductibility ofany withholding taxes.

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Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of Notes

Upon the sale, exchange, retirement, redemption or other taxable disposition of a note, a U.S. holdergenerally will recognize gain or loss equal to the difference, if any, between the amount realized on suchdisposition (less any amounts attributable to accrued but unpaid stated interest, which will be taxable as interestincome to the extent not previously included in income) and the U.S. holder’s tax basis in such note. A U.S.holder’s tax basis in a note generally will equal the cost of the note to such holder. Gain or loss recognized by aU.S. holder generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder hasheld the note for more than one year at the time of disposition. Long-term capital gains recognized bynon-corporate U.S. holders generally are subject to tax at a lower rate than short-term capital gains or ordinaryincome. The deduction of capital losses is subject to limitations.

Any gain or loss recognized by a U.S. holder upon the taxable disposition of a note generally will beU.S.-source gain or loss. Consequently, if any such gain is subject to withholding tax, a U.S. holder may not beable to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject toapplicable conditions and limitations) against tax due on other income treated as derived from non-U.S. sources.U.S. holders should consult their own tax advisors as to the foreign tax credit implications of a disposition of thenotes.

Required Disclosure of Specified Foreign Financial Assets

Individual U.S. holders (and, as described below, certain entities) that own “specified foreign financialassets” with an aggregate value in excess of $50,000 on the last day of the taxable year or $75,000 at any timeduring the taxable year are generally required to file an information statement along with their tax returns,currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financialaccounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not heldin accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals livingabroad and to certain married individuals. Regulations extend this reporting requirement to certain entities thatare treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets. U.S.holders who fail to report the required information could be subject to substantial penalties. In addition, thestatute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors shouldconsult their own tax advisors concerning the application of these rules to their investment in the notes, includingthe application of the rules to their particular circumstances.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of interest on the notes made to,and the proceeds of sales or other dispositions (including retirements or redemptions) of notes effected by,certain U.S. holders. In addition, certain U.S. holders may be subject to backup withholding in respect of suchamounts if they do not provide their taxpayer identification numbers to the applicable withholding agent.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rulesmay be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided therequired information is timely furnished to the IRS.

Malaysian Tax Considerations

As the Issuer is incorporated as a Labuan company under the Labuan Companies Act 1990, all interestpayable to non-residents in respect of the Notes should be exempted from withholding tax in Malaysia by virtueof a specific tax exemption provided under the Income Tax (Exemption) (No.22) Order 2007 on the basis that theIssuer has met the requirements to be taxed under the Labuan Business Activity Tax Act, 1990. The exemptionwill not apply to such non-resident holders whereby the interest is accruing to a business carried on by suchnon-resident holders in Malaysia where such non-resident holders are licensed to carry on a business under theFinancial Services Act 2013 or the Islamic Financial Services Act 2013. However, there is no assurance that thispresent position will continue and in the event that such exemption is revoked, modified or rendered otherwiseinapplicable, such interest shall be subject to withholding tax at the then prevailing withholding tax rate. In theevent of any such withholding and subject to certain exceptions, the Issuer shall be obliged pursuant to the terms

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of the Notes to pay such additional amounts to the investors so as to ensure that the investors receive the fullamount which they would have received had no such withholding been imposed.

Certain Singapore Tax Consequences

The statements made herein regarding Singapore taxation are general in nature and based on certain aspectsof the current tax laws of Singapore and administrative guidelines and circulars issued by the Monetary Authorityof Singapore (“MAS”) in force as of the date of this offering circular and are subject to any changes in such laws,administrative guidelines or circulars, or in the interpretation of these laws, administrative guidelines or circulars,occurring after such date, which changes could be made on a retrospective basis. These laws, administrativeguidelines and circulars are also subject to various interpretations and the relevant tax authorities or the courtscould later disagree with the explanations or conclusions set out below. Neither these statements nor any otherstatements in this offering circular are intended or are to be regarded as advice on the tax position of anyNoteholder or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implicationsarising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do notpurport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to adecision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the taxconsequences applicable to all categories of investors, some of which (such as dealers in securities or financialinstitutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject tospecial rules or tax rates. Prospective Noteholders are advised to consult their own professional tax advisers as tothe Singapore or other tax consequences of the acquisition, ownership or disposition of the Notes, including, inparticular, the effect of any foreign, state or local tax laws to which they are subject to. It is emphasized that noneof the Issuer, the Guarantor, the Initial Purchasers, and any other persons involved in the offer and issuance of theNotes accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holdingor disposal of the Notes.

Interest and Other Payments

Subject to the following paragraphs, under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore(“ITA”), the following payments are deemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or withany arrangement, management, guarantee, or service relating to any loan or indebtedness which is(i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment inSingapore (except in respect of any business carried on outside Singapore through a permanentestablishment outside Singapore or any immovable property situated outside Singapore) or(ii) deductible against any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or used inSingapore.

Such payments, where made to a person not known to the paying party to be a resident in Singapore for taxpurposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for suchpayments (other than those subject to the 15% final withholding tax described below) to non-resident persons(other than non-resident individuals) is currently 17%. The applicable withholding tax rate for non-residentindividuals is currently 22%. However, if the payment is derived by a person not resident in Singapore otherwisethan from any trade, business, profession or vocation carried on or exercised by such person in Singapore, and isnot effectively connected with any permanent establishment in Singapore of that person, the payment is subjectto a final withholding tax of 15%. The withholding tax rate of 15% may be reduced by applicable tax treaties.

Certain Singapore-sourced investment income derived by individuals from financial instruments is exemptfrom tax, including:

(a) interest from debt securities derived on or after January 1, 2004;

(b) discount income (not including discount income arising from secondary trading) from debt securitiesderived on or after February 17, 2006; and

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(c) prepayment fee, redemption premium and break cost from debt securities derived on or afterFebruary 15, 2007,

except where such income is derived through a partnership in Singapore or is derived from the carrying on of atrade, business or profession in Singapore.

In addition, as the issue of the Notes is jointly lead managed by CIMB Bank Berhad, Labuan OffshoreBranch, Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd. and J.P. Morgan (S.E.A.) Limited, and onthe basis that more than half of them (i.e. Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd. and J.P.Morgan (S.E.A.) Limited) are Financial Sector Incentive (Standard Tier) (“FSI-ST”) or Financial SectorIncentive (Capital Market) (“FSI-CM”) Companies (as defined in the ITA) at such time, and more than half ofthe Notes issued are distributed by such FSI-ST Companies and/or FSI-CM Companies, and the Notes are issuedas debt securities before December 31, 2023, the Notes would be qualifying debt securities (“QDS”) for thepurposes of the ITA, to which the following treatment shall apply:

(a) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, orsuch other person as the MAS may direct, to the MAS of a return on debt securities for the Notes in theprescribed format within such period as the MAS may specify and such other particulars in connectionwith the Notes as the MAS may require and the inclusion by the Issuer in all offering documentsrelating to the Notes of a statement to the effect that where interest, discount income, prepayment fee,redemption premium or break cost from the Notes is derived by a person who is not resident inSingapore and who carries on any operation in Singapore through a permanent establishment inSingapore, the tax exemption available for qualifying debt securities shall not apply if the non-residentperson acquires the Notes using the funds and profits of such person’s operations through theSingapore permanent establishment), interest, discount income (not including discount income arisingfrom secondary trading), prepayment fee, redemption premium and break cost (collectively, the“Qualifying Income”) from the Notes paid by the Issuer and derived by a holder who is not resident inSingapore and who (i) does not have any permanent establishment in Singapore or (ii) carries on anyoperation in Singapore through a permanent establishment in Singapore but the funds used by thatperson to acquire the Notes are not obtained from such person’s operation through a permanentestablishment in Singapore, are exempt from Singapore income tax;

(b) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, orsuch other person as the MAS may direct, to the MAS of a return on debt securities for the Notes in theprescribed format within such period as the MAS may specify and such other particulars in connectionwith the Notes as the MAS may require), Qualifying Income from the Notes paid by the Issuer andderived by any company or body of persons (as defined in the ITA) in Singapore is subject to incometax at a concessionary rate of 10% (except for holders of the relevant Financial Sector Incentive(s) whomay be taxed at different rates); and

(c) subject to:

(i) the Issuer including in all offering documents relating to the Notes a statement to the effect thatany person whose interest, discount income, prepayment fee, redemption premium or break costderived from the Notes is not exempt from tax shall include such income in a return of incomemade under the ITA; and

(ii) the furnishing by the Issuer, or such other person as the MAS may direct, to the MAS of a returnon debt securities for the Notes in the prescribed format within such period as the MAS mayspecify and such other particulars in connection with the Notes as the MAS may require,

payments of Qualifying Income derived from the Notes are not subject to withholding of tax (ifapplicable) by the Issuer.

Notwithstanding the foregoing:

(a) if during the primary launch of the Notes, the Notes are issued to fewer than four persons and 50% ormore of the issue of the Notes is beneficially held or funded, directly or indirectly, by related parties ofthe Issuer, the Notes would not qualify as QDS; and

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(b) even though the Notes are QDS, if at any time during the tenure of the Notes, 50% or more of theNotes which are outstanding at any time during the life of their issue is beneficially held or funded,directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived from the Notesheld by:

(i) any related party of the Issuer; or

(ii) any other person where the funds used by such person to acquire the Notes are obtained, directlyor indirectly, from any related party of the Issuer,

shall not be eligible for the tax exemption or concessionary rate of tax as described above.

All foreign-sourced income received in Singapore on or after January 1, 2004 by Singapore tax-residentindividuals will be exempted from tax, provided such foreign-sourced income is not received through apartnership in Singapore.

The term “related party”, in relation to a person, means any other person who, directly or indirectly, controlsthat person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly orindirectly, are under the control of a common person.

The terms “prepayment fee”, “redemption premium” and “break cost” are defined in the ITA as follows:

“prepayment fee”, in relation to debt securities and qualifying debt securities, means any fee payable by theissuer of the securities on the early redemption of the securities, the amount of which is determined by the termsof the issuance of the securities;

“redemption premium”, in relation to debt securities and qualifying debt securities, means any premiumpayable by the issuer of the securities on the redemption of the securities upon their maturity; and

“break cost”, in relation to debt securities and qualifying debt securities, means any fee payable by theissuer of the securities on the early redemption of the securities, the amount of which is determined by any lossor liability incurred by the holder of the securities in connection with such redemption.

References to “prepayment fee”, “redemption premium” and “break cost” in this Singapore tax disclosurehave the same meaning as defined in the ITA.

Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the QualifyingIncome) is derived from the Notes by any person who is not resident in Singapore and who carries on anyoperations in Singapore through a permanent establishment in Singapore, the tax exemption available for QDSunder the ITA (as mentioned above) shall not apply if such person acquires the Notes using the funds and profitsof such person’s operations through a permanent establishment in Singapore. Any person whose interest,discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) derived fromthe Notes is not exempt from tax (including for the reasons described above) is required to include such incomein a return of income made under the ITA.

Capital Gains

Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable inSingapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade,business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may betaxable as such gains are considered revenue in nature.

Holders of the Notes who apply or are required to apply Singapore Financial Reporting Standard (“FRS”)39, FRS 109 or Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be),may for Singapore income tax purposes be required to recognize gains or losses (not being gains or losses in thenature of capital) on the Notes, irrespective of disposal, in accordance with FRS 39, FRS 109 or SFRS(I) 9 (asthe case may be). Please see the section below on “Adoption of FRS 39, FRS 109 or SFRS(I) 9 for SingaporeIncome Tax Purposes”.

Adoption of FRS 39, FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes

Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with FRS 39(subject to certain exceptions and “opt-out” provisions) to taxpayers who are required to comply with FRS 39 for

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financial reporting purposes. The Inland Revenue Authority of Singapore (“IRAS”) has also issued a circularentitled “Income Tax Implications Arising from the Adoption of FRS 39 – Financial Instruments: Recognitionand Measurement”.

FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on or afterJanuary 1, 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who are requiredto comply with FRS 109 or SFRS(I) 9 for financial reporting purposes to calculate their profit, loss or expensefor Singapore income tax purposes in respect of financial instruments in accordance with FRS 109 or SFRS(I) 9(as the case may be), subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax:Income Tax Treatment Arising from Adoption of FRS 109 – Financial Instruments”.

Holders of the Notes who may be subject to the tax treatment under Sections 34A or 34AA of the ITAshould consult their own accounting and tax advisers regarding the Singapore income tax consequences of theiracquisition, holding or disposal of the Notes.

Estate Duty

Singapore estate duty has been abolished with respect to all deaths occurring on or after February 15, 2008.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase, holding, and dispositionof the Notes by (i) any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”)) subject to Title I of ERISA, (ii) any “plan” (as defined inSection 4975(e)(1) of the Code), including an individual retirement account under Section 408 of the Code orother arrangement to which Section 4975 of the Code applies, (iii) any entity the underlying assets of which areconsidered to include “plan assets” of any plans described in subsections (i) or (ii) (within the meaning of U.S.Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) or(iv) any plan, including a foreign plan (as described in Section 4(b)(4) of ERISA), governmental plan (as definedin Section 3(32) of ERISA) or church plan (as defined in Section 3(33) of ERISA or Section 4975(g)(3) of theCode) that is not subject to Title I of ERISA or Section 4975 of the Code, but that is subject to any federal, state,local, non-U.S. or other laws or regulations that are similar to Title I of ERISA or Section 4975 of the Code(collectively, “Similar Laws”) (the plans and entities described in subsections (i) through (iv) above are referredto herein as “Plans”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I ofERISA or Section 4975 of the Code or an entity whose underlying assets are considered to include “plan assets,”as described above (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Planand its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises anydiscretionary authority or control over the administration of an ERISA Plan or the management or disposition ofthe assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation (direct orindirect) to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment of a portion of the assets of any Plan in the Notes, a fiduciary shoulddetermine, among other things, whether the acquisition and holding of the Notes is in accordance with thedocuments and instruments governing the Plan and the applicable provisions of ERISA, the Code or any SimilarLaws relating to the fiduciary’s duties to the Plan including but not limited to, the prudence, diversification,delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable SimilarLaws. Fiduciaries of Plans subject to Similar Laws should consider their fiduciary duties under such SimilarLaws in determining whether to invest in the Notes offered hereby.

Each ERISA Plan should consider the fact that none of the Issuer, the Guarantor, the initial purchasers, theTrustee or any of their respective affiliates (the “Transaction Parties”) is acting, or will act, as a fiduciary to anyERISA Plan with respect to the decision to purchase or hold the Notes. The Transaction Parties are notundertaking to provide impartial investment advice or advice based on any particular investment need, or to giveadvice in a fiduciary capacity, with respect to the decision to purchase or hold the Notes. All communications,correspondence and materials from the Transaction Parties with respect to the Notes are intended to be general innature and are not directed at any specific purchaser of the Notes, and do not constitute advice regarding theadvisability of investment in the Notes for any specific purchaser. The decision to purchase and hold the Notesmust be made solely by each prospective ERISA Plan purchaser on an arm’s length basis.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specifiedtransactions involving the assets of an ERISA Plan and certain persons or entities (referred to as “parties ininterest” under Section 3(14) of ERISA, or “disqualified persons” under Section 4975 of the Code), unless astatutory or administrative exemption is applicable to the transaction.

The acquisition and/or holding of the Notes by an ERISA Plan with respect to which any Transaction Partyis or becomes a party in interest or a disqualified person may constitute or result in a direct or indirect prohibitedtransaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the Notes are acquired and areheld in accordance with an applicable statutory, class or individual prohibited transaction exemption. A party ininterest or disqualified person who engages in a non-exempt prohibited transaction (including, without limitation,the lending of money or the extension of credit by the ERISA Plan) may be subject to excise taxes and other

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penalties and liabilities under ERISA and the Code. For example, a Plan holding a note would be viewed by theU.S. Department of Labor as a continuing extension of credit by the Plan to the Issuer. In addition, a fiduciary ofan ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties andliabilities under ERISA and the Code, including an obligation to correct the transaction. Accordingly, eachoriginal or subsequent purchaser or transferee of a note that is or may become an ERISA Plan is responsible fordetermining the extent, if any, to which the purchase and holding of a note will constitute a prohibited transactionunder ERISA or Section 4975 of the Code.

The U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may applyto provide exemptive relief for certain types of direct or indirect prohibited transactions. These class exemptionsinclude, for example and without limitation, PTCE 91-38 (relating to investments by bank collective investmentfunds), PTCE 84-14, as amended (relating to transactions effected by independent “qualified professional assetmanagers”), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 95-60(relating to investments by insurance company general accounts), and PTCE 96-23, as amended (relating totransactions effected by in-house asset managers). There is also a statutory exemption that may be availableunder Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code to a party in interest that is a serviceprovider to a Plan investing in the Notes, provided such service provider is not the fiduciary with respect to thePlan’s assets used to acquire the Notes or an affiliate of such fiduciary or an affiliate of the employer sponsoringthe Plan and provided further that the Plan receives no less, nor pays no more, than adequate consideration inconnection with the transaction. Each of the above-noted exemptions contains conditions and limitations on itsapplication. There can be no assurance that any of the above exemptions would apply or that all of the conditionsof any such exemptions could be satisfied in the event that the acquisition and/or holding of the Notes offeredhereby were to result in a prohibited transaction.

Because of the foregoing, the Notes should not be purchased or held by any person investing “plan assets”of any Plan unless such purchase, holding and, if applicable, disposition will not constitute a non-exemptprohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

Representation

EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF A NOTE OR ANY INTEREST THEREINWILL BE DEEMED TO REPRESENT AND WARRANT THAT (A) EITHER (I) NO PORTION OF THEASSETS USED TO ACQUIRE OR HOLD A NOTE OR INTEREST THEREIN CONSTITUTES THE ASSETSOF ANY PLAN OR (II) (X) ITS ACQUISITION AND HOLDING OF SUCH NOTE OR INTEREST THEREINDOES NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OFERISA AND/OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANYAPPLICABLESIMILAR LAW AND (Y) AND NONE OF THE TRANSACTION PARTIES IS ACTING, OR WILL ACT, ASITS FIDUCIARY WITH RESPECT TO THE DECISION TO PURCHASE OR HOLD THE NOTES, AND(B) IT WILL NOT SELL OR OTHERWISE TRANSFER SUCH NOTES OR ANY INTEREST THEREINOTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAMEREPRESENTATIONS AND WARRANTIES WITH RESPECT TO ITS PURCHASE AND ACQUISITION OFSUCH NOTE OR ANY INTEREST THEREIN.

Nothing herein shall be construed as a representation that an investment in the Notes would meet any or allof the relevant legal requirements with respect to investments by, or is appropriate for, a Plan subject to ERISAor Section 4975 of the Code or a Similar Law. Purchasers of the Notes have the exclusive responsibility forensuring that their acquisition, holding, and disposition of the Notes complies with their fiduciary duties set forthin ERISA, if applicable, or any applicable Similar Laws, and does not violate the prohibited transaction rules ofERISA, Section 4975 of the Code or any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all inclusive. Moreover, theprovisions of ERISA, Section 4975 of the Code and any Similar Laws are subject to extensive and continuingadministrative and judicial interpretation and review. Therefore, the matters discussed above may be affected byfuture regulations, rulings and court decisions, some of which may have retroactive application and effect. Due tothe complexity of these rules and the penalties that may be imposed upon persons involved in non-exemptprohibited transactions, it is particularly important that plan fiduciaries, or other persons considering acquiringthe Notes (and holding the Notes) or any interest therein on behalf of, or with the assets of, any Plan, should

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consult with their legal advisors prior to any such acquisition regarding the applicability of ERISA, Section 4975of the Code or any Similar Laws to such investment, and to confirm that such investment will not constitute orresult in a non-exempt prohibited transaction or any other violation of any applicable requirement of ERISA,Section 4975 of the Code or Similar Laws.

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NOTICE TO INVESTORS

The Notes are subject to restrictions on transfer as summarized below. By purchasing the Notes, you will bedeemed to have made the following acknowledgements, representations to and agreements with us and the initialpurchasers:

(1) You acknowledge that:

• the Notes have not been registered under the Securities Act or any other securities laws, do not havethe benefit of any exchange or other registration rights, and are being offered for resale intransactions that do not require registration under the Securities Act or any other securities laws; and

• unless so registered, the Notes may not be offered, sold or otherwise transferred except under anexemption from, or in a transaction not subject to, the registration requirements of the Securities Actor any other applicable securities laws, and in each case in compliance with the conditions fortransfer set forth in paragraph 5 below.

(2) You acknowledge that this offering circular relates to an offering that is exempt from registration underthe Securities Act and may not comply in important respects with SEC rules that would apply to anoffering document relating to a public offering of securities.

(3) You represent that you are not an affiliate (as defined in Rule 144 under the Securities Act) of ours,that you are not acting on our behalf and that either:

• you are a qualified institutional buyer (as defined in Rule 144A) and are purchasing the Notes foryour own account or for the account of another qualified institutional buyer, and you are aware thatthe initial purchasers are selling the Notes to you in reliance on Rule 144A under the Securities Act;or

• you are not a U.S. person (as defined in Regulation S under the Securities Act) or purchasing for theaccount or benefit of a U.S. person, other than a distributor, and you are purchasing the Notes in anoffshore transaction in accordance with Regulation S.

(4) You acknowledge that none of the Issuer, us or the initial purchasers nor any person representing us orthe initial purchasers have made any representation to you with respect to us or the offering of theNotes, other than the information contained in this offering circular. Accordingly, you acknowledgethat no representation or warranty is made by the initial purchasers as to the accuracy or completenessof such materials. You represent that you are relying only on this offering circular in making yourinvestment decision with respect to the Notes. You agree that you have had access to such financial andother information concerning us and the Notes as you have deemed necessary in connection with yourdecision to purchase the Notes, including an opportunity to ask questions of and request informationfrom us.

(5) You represent that you are purchasing the Notes for your own account, or for one or more investoraccounts for which you are acting as a fiduciary or agent, in each case not with a view to, or for offer orsale in connection with, any distribution of the Notes in violation of the Securities Act, subject to anyrequirement of law that the disposition of your property or the property of that investor account oraccounts be at all times within your or their control and subject to your or their ability to resell theNotes pursuant to Rule 144A or any other available exemption from registration under the SecuritiesAct. You agree on your own behalf and on behalf of any investor account for which you are purchasingthe Notes, and each subsequent holder of the Notes by its acceptance of the Notes will agree, that untilthe end of the Resale Restriction Period (as defined below), the Notes may be offered, sold orotherwise transferred only:

• to us or any of our subsidiaries;

• under a registration statement that has been declared effective under the Securities Act;

• for so long as the Notes are eligible for resale under Rule 144A, to a person the seller reasonablybelieves is a qualified institutional buyer that is purchasing for its own account or for the account ofanother qualified institutional buyer and to whom notice is given that the transfer is being made inreliance on Rule 144A;

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• through offers and sales to non-U.S. persons that occur outside the United States within the meaningof Regulation S; or

• under any other available exemption from the registration requirements of the Securities Act, subjectin each of the above cases to any requirement of law that the disposition of the seller’s property orthe property of an investor account or accounts be at all times within the seller or account’s controland to compliance with any applicable state securities laws.

You also acknowledge that to the extent that you hold the Notes through an interest in a global note, theResale Restriction Period may continue until one year after the Issuer, or any affiliate of the Issuer, was theowner of such note or an interest in such global note, and so may continue indefinitely.

(6) You also acknowledge that:

• the above restrictions on resale will apply from the issue date until the date that is one year (in thecase of Rule 144A Notes) after the later of the issue date, the issue date of the issuance of anyadditional notes and the last date that we or any of our affiliates was the owner of any notesoutstanding or any predecessor of the Notes outstanding or 40 days (in the case of Regulation SNotes) after the later of the issue date, the issue date of the issuance of any additional notes andwhen such notes or any predecessor of such notes are first offered to persons other than distributors(as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Resale RestrictionPeriod”), and will not apply after the applicable Resale Restriction Period ends;

• the Issuer and the Trustee reserve the right to require in connection with any offer, sale or othertransfer of the Notes under clauses (D) and (E) of the legend below the delivery of an opinion ofcounsel, certifications and/or other information satisfactory to us and the Trustee; and

• each global note will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OROTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECTTO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCEHEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTORACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OROTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALERESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES:ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINALISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ONWHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THISSECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OFREGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATEHEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTESAND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCHSECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (ASDEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AREGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THESECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALEPURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSONIT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED INRULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THETRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERSAND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES

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WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THETRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TOCLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THERESALE RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATION S NOTES:BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT AU.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND ISACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHREGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THISSECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED ANDWARRANTED THAT (A) EITHER (1) NO PORTION OF THE ASSETS USED BY SUCHHOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF ANYEMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN,INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECTTO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE“CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OROTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISAOR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETSARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT ORARRANGEMENT (EACH, A “PLAN”), OR (2) THE ACQUISITION AND HOLDING OF THISSECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTIONUNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILARVIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

• If a Note is issued with OID, it will bear the following additional legend:

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THEMEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, ASAMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKEAVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THEISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUEDISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERSSHOULD CONTACT THE ISSUER, 204 State Route 17B, P.O. Box 5013, Monticello, New York12701, 718-215-2808, ATTENTION: Chief Legal Officer & Chief Financial Officer.

• Regulation S Temporary Global Notes will bear an additional legend substantially to the followingeffect:

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OFREGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS TEMPORARYGLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, DELIVERED OREXCHANGED FOR AN INTEREST IN A PERMANENT GLOBAL NOTE OR OTHER NOTEEXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED IN THE INDENTURE.

(7) You represent and warrant that (A) either (i) no portion of the assets used by you to acquire or hold theNotes constitutes assets of any employee benefit plan subject to Title I of the U.S. EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), any plan, account or otherarrangement that is subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended(the “Code”), or provisions under any other federal, state, local, non-U.S. or other laws or regulationsthat are similar to such provisions of ERISA or the Code (“Similar Laws”), or an entity whoseunderlying assets are considered to include “plan assets” of any such plan, account or arrangement(each, a “Plan”) or (ii) (x) the acquisition and holding of the Notes by you will not constitute anon-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a

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similar violation under any applicable Similar Law and (y) none of the Issuer, the Guarantor, the initialpurchasers and the Trustee, and their respective affiliates (the “Transaction Parties”) is acting as yourfiduciary with respect to the decision to purchase or hold the Notes, and (B) you will not sell orotherwise transfer such notes or any interest therein otherwise than to a purchaser or transferee that isdeemed to make these same representations and warranties with respect to its purchase and acquisitionof such notes or any interest therein.

(8) You acknowledge that we, the initial purchasers and others will rely upon the truth and accuracy of theabove acknowledgments, representations and agreements. You agree that if any of theacknowledgments, representations or agreements you are deemed to have made by your purchase of theNotes is no longer accurate, you will promptly notify us and the initial purchasers. If you arepurchasing any notes as a fiduciary or agent for one or more investor accounts, you represent that youhave sole investment discretion with respect to each of those accounts and that you have full power tomake the above acknowledgments, representations and agreements on behalf of each account.

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PLAN OF DISTRIBUTION

Subject to the terms and conditions in the purchase agreement among the Issuer and the initial purchasers,the Issuer has agreed to sell to the initial purchasers, and the initial purchasers have, severally but not jointly,agreed to purchase from the Issuer, the following principal amounts of the Notes offered hereby:

Initial PurchasersPrincipal Amount

of the Notes

$$$$

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

After the initial offering, the initial purchasers may change the offering price and other selling terms. Theoffering of the Notes by the initial purchasers is subject to receipt and acceptance and subject to the initialpurchasers’ right to reject any order in whole or in part. The initial purchasers may offer and sell the Notesthrough certain of their affiliates.

The Notes and the Note Guarantee have not been and will not be registered under the Securities Act. Eachinitial purchaser has agreed that it will only offer or sell the Notes (A) in the United States to persons reasonablybelieved to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and (B) outsidethe United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the SecuritiesAct. Terms used above have the meanings given to them by Rule 144A under the Securities Act and RegulationS under the Securities Act.

In connection with sales outside the United States, the initial purchasers have agreed that they will not offer,sell or deliver the Notes to, or for the account or benefit of, U.S. persons (i) as part of the initial purchasers’distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering or thedate the Notes are originally issued. The initial purchasers will send to each dealer to whom it sells such notesduring such 40-day period a confirmation or other notice setting forth the restrictions on offers and sales of theNotes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, with respect to notes initially sold pursuant to Regulation S under the Securities Act, until 40days after the later of the commencement of the offering or the date the Notes are originally issued, an offer orsale of such notes within the United States by a dealer that is not participating in the offering may violate theregistration requirements of the Securities Act.

The Notes will be a new class of securities for which there is currently no market. Although the initialpurchasers have informed us that they currently intend to make a market in the Notes, they are not obligated todo so and may discontinue market-making activities at any time without notice. Accordingly, notwithstanding theapplication to list the Notes on Bursa Malaysia (Exempt Regime) and to list and quote the Notes on the SGX-ST,we cannot assure you that a liquid market for the Notes will develop or be maintained. If an active trading marketfor the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. If theNotes are traded, they may trade at a discount from their initial offering price, depending on prevailing interestrates, the market for similar securities, our operating performance and financial condition, general economicconditions and other factors.

In connection with the offering of the Notes, the initial purchasers may engage in overallotment, stabilizingtransactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size,which creates a short position for the initial purchasers. Stabilizing transactions involve bids to purchase theNotes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicatecovering transactions involve purchases of the Notes in the open market after the distribution has been completedin order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the priceof the Notes to be higher than it would otherwise be in the absence of those transactions. If the initial purchasersengage in stabilizing or syndicate covering transactions, they may discontinue them at any time. You should beaware that the laws and practices of certain countries require investors to pay stamp taxes and other charges inconnection with purchases of securities.

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General

The initial purchasers and their respective affiliates are full service financial institutions engaged in variousactivities, which may include sales and trading, commercial and investment banking, financial advisory,investment management, investment research, principal investment, hedging, market making, financing andbrokerage and other financial and non-financial activities and services. Certain of the initial purchasers and theirrespective affiliates have, from time to time, provided, and may in the future provide, various financial advisoryand investment banking services for the Issuer and its subsidiaries and affiliates, for which they received or willreceive customary fees and expenses.

In the ordinary course of their various business activities, including with respect to the offering of the Noteshereof, the initial purchasers and their respective affiliates, officers, directors and employees may purchase, sellor hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies,credit default swaps and other financial instruments (including bank loans) for their own account and for theaccounts of their customers, and such investments and securities activities may involve securities and/orinstruments of the Issuer and its affiliates. The initial purchasers and their respective affiliates may also makeinvestment recommendations and/or publish or express independent research views in respect of such securitiesor instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions insuch securities and instruments. See “Use of Proceeds.”

If any of the initial purchasers or their affiliates has a lending relationship with us, certain of those initialpurchasers or their affiliates routinely hedge, and certain other of those initial purchasers or their affiliates mayhedge, their credit exposure to us consistent with their customary risk management policies. Typically, theseinitial purchasers and their affiliates would hedge such exposure by entering into transactions which consist ofeither the purchase of credit default swaps or the creation of short positions in our securities, includingpotentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affectfuture trading prices of the Notes offered hereby.

Miscellaneous

Certain of the initial purchasers are restricted in their U.S. securities dealings under the United States BankHolding Company Act and may not purchase, subscribe, agree to purchase or procure purchasers to purchasenotes that are offered or sold in the United States. Accordingly, certain of the initial purchasers shall not beobligated to, and shall not, purchase, subscribe, agree to purchase or procure purchasers to purchase notes thatmay be offered or sold by other initial purchasers in the United States. Certain of the initial purchasers shall offerand sell notes constituting part of its allotment solely outside the United States.

It is expected that delivery of the Notes will be made against payment therefor on or about , 2021,which is the business day following the date hereof (such settlement cycle being referred to as “T+ ”).Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in twobusiness days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wishto trade the Notes prior to two business days before delivery will be required, by virtue of the fact that the Notesinitially will settle in T+ to specify an alternative settlement cycle at the time of any such trade to prevent failedsettlement. Purchasers of the Notes who wish to trade the Notes prior to two business days before delivery shouldconsult their own advisors.

Selling Restrictions

This offering circular does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyonein any country or jurisdiction (i) in which such an offer or solicitation is not authorized, (ii) in which any personmaking such offer or solicitation is not qualified to do so or (iii) in which any such offer or solicitation wouldotherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the Notesor possession or distribution of this offering circular or any other offering or publicity material relating to theNotes in any country or jurisdiction where any such action for that purpose is required.

Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that areaccredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of

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the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 RegistrationRequirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made inaccordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this offering circular (including any amendment thereto) contains a misrepresentation,provided that the remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to anyapplicable provisions of the securities legislation of the purchaser’s province or territory for particulars of theserights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initialpurchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.

European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the European Economic Area (the “EEA”). For thesepurposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) ofArticle 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning ofDirective (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would notqualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no keyinformation document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) foroffering or selling the Notes or otherwise making them available to retail investors in the EEA has been preparedand therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEAmay be unlawful under the PRIIPs Regulation.

This offering circular has been prepared on the basis that any offer of notes in any member state of the EEAwill be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded,“Prospectus Regulation”) from the requirement to publish a prospectus for offers of notes. This offering circularis not a prospectus for the purposes of the Prospectus Regulation.

The above selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the United Kingdom (the “U.K.”). For these purposes, “retailinvestor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 ofRegulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)Act 2018 (the “EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services andMarkets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) ofArticle 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.Consequently, no key information document required by Regulation (EU) 1286/2014 as it forms part of domesticlaw by virtue of the EUWA (the “U.K. PRIIPs Regulation”) for offering or selling the Notes or otherwise makingthem available to retail investors in the U.K. has been prepared and, therefore, offering or selling the Notes orotherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPsRegulation.

This offering circular has been prepared on the basis that any offer of the Notes in the U.K. will be madepursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of theEUWA (the “U.K. Prospectus Regulation”) from a requirement to publish a prospectus for offers of notes. Thisoffering circular is not a prospectus for the purpose of the U.K. Prospectus Regulation.

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Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of theFSMA) in connection with the issue or sale of the Notes may only be communicated or caused to becommunicated in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person inrelation to the Notes in, from or otherwise involving the U.K.

Dubai International Financial Centre

This offering circular relates to an Exempt Offer in accordance with the Offered Securities Rules of theDubai Financial Services Authority (“DFSA”). This offering circular is intended for distribution only to personswho meet the “Professional Client” criteria set out in Rule 2.3.3 of the DFSA Conduct of Business Module. Itmust not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing orverifying any documents in connection with Exempt Offers. The DFSA has not approved this offering circularnor taken steps to verify the information set forth herein and has no responsibility for the offering circular. TheNotes to which this offering circular relates may be illiquid and/or subject to restrictions on their resale.Prospective purchasers of the Notes offered should conduct their own due diligence on the Notes. If you do notunderstand the contents of this offering circular, you should consult an authorized financial advisor.

Hong Kong

The Notes may not be offered or sold in Hong Kong by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Upand Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up andMiscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaningof the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and FuturesOrdinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rulesmade thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” asdefined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement,invitation or document relating to the Notes may be issued or may be in the possession of any person for thepurpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of whichare likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securitieslaws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and FuturesOrdinance and any rules made thereunder.

Japan

The Notes have not and will not be registered under the Financial Instruments and Exchange Law of Japan(the “Financial Instruments and Exchange Law”), and each initial purchaser has agreed that it will not offer orsell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term asused herein means any person resident in Japan, including any corporation or other entity organized under thelaws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan,except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, theFinancial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines ofJapan.

Malaysia

This offering circular acknowledges that:

(a) no lodgment of the relevant documents with the Securities Commission Malaysia (“SC”) has been orwill be made and no approval from the SC under the Capital Markets and Services Act 2007 ofMalaysia (“CMSA”) has been or will be obtained and this offering circular has not been nor will it beregistered with the SC as a prospectus under the CMSA for the offering or issuance of the Notes on thebasis that the Notes will be offered or sold exclusively to persons in Labuan or outside Malaysia orentities established or registered under the laws applicable in Labuan; and

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(b) no approval from the Labuan Financial Services Authority (“LFSA”) under the Labuan FinancialServices and Securities Act 2010 of Malaysia (“LFSSA”) has been or will be obtained and this offeringcircular has not been nor will it be registered with the LFSA as a prospectus under the LFSSA for theoffering or issuance of the Notes on the basis that such offer or invitation falls within Section 8(5) ofthe LFSSA.

Accordingly, any notes may not be offered or sold or such notes may not be made the subject of aninvitation for subscription or purchase nor will this offering circular offer or sell such notes or cause such notesto be made the subject of an invitation for subscription or purchase, nor has this offering circular been circulatedor distributed, nor will this offering circular or any other document or material in connection with the offer orsale be circulated or distributed, or invitation for subscription or purchase, of the Notes, whether directly orindirectly, other than to persons in Labuan or outside Malaysia or entities established or registered under the lawsapplicable in Labuan and such offer or invitation falls within Section 8(5) of the LFSSA.

Singapore

This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this offering circular and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may any notes beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly orindirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of theSecurities and Futures Act, Chapter 289 of Singapore (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to arelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any personpursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275, of theSFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018,or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of theSFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole businessof which is to hold investments and the entire share capital of which is owned by one or more individuals,each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an accredited investor,

the securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of thatcorporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferredwithin six months after that corporation or that trust has acquired the Notes pursuant to an offer made underSection 275 of the SFA except:

• to an institutional investor or to a relevant person, or to any person arising from an offer referred to inSection 275(1A) or Section 276(4)(i)(B) of the SFA;

• where no consideration is or will be given for the transfer;

• where the transfer is by operation of law;

• as specified in Section 276(7) of the SFA; or

• as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities andSecurities-based Derivatives Contracts) Regulation 2018 of Singapore.

Any reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore and areference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision asmodified or amended from time to time including by such of its subsidiary legislation as may be applicable at therelevant time.

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Switzerland

No initial purchaser has publicly offered, sold or advertised and will not publicly offer, sell or advertise anynotes, directly or indirectly, in, into or from Switzerland. Any offering or marketing material relating to the Notesdoes not constitute a prospectus as such term is understood pursuant to article 652a or article 1156 of the SwissCode of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange orany other regulated trading facility in Switzerland. Any offering or marketing material relating to the Notes maynot be publicly distributed or otherwise made publicly available in Switzerland.

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LEGAL MATTERS

Certain matters in connection with the offering of the Notes as to U.S. and New York law will be passedupon for us by Cleary Gottlieb Steen & Hamilton LLP. Certain matters of Malaysian law will be passed upon forus by Zul Rafique & partners.

Certain matters in connection with the offering of the Notes will be passed upon for the initial purchasers byCahill Gordon & Reindel LLP. Certain matters of Malaysian law will be passed upon for the initial purchasers byAdnan Sundra & Low.

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INDEPENDENT AUDITORS

The consolidated financial statements of Genting Malaysia Berhad as of December 31, 2020 and 2019 andfor the years ended December 31, 2020 and 2019 included in this offering circular have been audited byPricewaterhouseCoopers PLT, Chartered Accountants, as stated in their reports appearing herein.

The auditors’ reports on the consolidated financial statements of Genting Malaysia Berhad as ofDecember 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 were prepared under thecorresponding figures approach set out in approved auditing standards in Malaysia and International Standard onAuditing 710 “Comparative Information—Corresponding Figures and Comparative Financial Statements.”Under the corresponding figures approach, the auditors’ opinion on the consolidated financial statements refersto the current period only. Comparative information in each year of consolidated financial statements areintended to be read only in relation to the amounts and other disclosures related to the current period.

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WHERE YOU CAN FIND MORE INFORMATION

Each purchaser of the Notes from any initial purchaser will be furnished with a copy of this offering circularand any related amendments or supplements to this offering circular. Each person receiving this offering circularacknowledges that:

(i) such person has been afforded an opportunity to request from us, and to review and has received, alladditional information considered by it to be necessary to verify the accuracy and completeness of theinformation herein;

(ii) such person has not relied on the initial purchasers or any person affiliated with an initial purchaser inconnection with its investigation of the accuracy of such information or its investment decision; and

except as provided pursuant to (i) above, no person has been authorized to give any information or to make anyrepresentation concerning the Notes offered hereby other than those contained herein, and, if given or made, suchother information or representation should not be relied upon as having been authorized by us or the initialpurchasers.

The Notes will not be registered under the Securities Act. We are not currently, and do not intend to be,subject to the periodic reporting requirements and other informational requirements of the Exchange Act. Whileany Notes remain outstanding, we will make available, upon request, to any beneficial owner and any prospectivepurchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act with respect tothe Issuer in order to permit compliance with Rule 144A in connection with any resale of Notes. Any suchrequest should be addressed to us at 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur,Attention: Chief Financial Officer & Senior Vice President – Finance & Corporate Affairs; Telephone:+603 2178 2288/2333 2288.

The Issuer will issue the Notes under an indenture between itself and Citicorp International Limited, astrustee. As long as any Note is outstanding, copies of the Indenture will be available for inspection during normalbusiness hours at the specified office of the Trustee for the time being, that is, 20/F, Citi Tower, One Bay East,83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Audited Annual Consolidated Financial Statements of Genting Malaysia Berhad

Audited consolidated financial statements as of and for the year ended December 31, 2020 . . . . . . . . . . F-2

Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Statement by Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16

Consolidated Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-17

Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18

Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19

Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-25

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-32

Statement on Directors’ Responsibility and Statutory Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-143

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-144

Audited consolidated financial statements as of and for the year ended December 31, 2019 . . . . . . . . . . F-155

Directors’ Report and Statement by Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-157

Consolidated Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-170

Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-171

Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-172

Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-174

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-178

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-185

Statement on Directors’ Responsibility and Statutory Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-293

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-294

Note: The audited consolidated financial statements set out herein have been prepared for inclusion in our annualreports for the years ended December 31, 2020 and 2019 and page references therein are references to pages setforth in such financial statements. The audited consolidated financial statements have not been specificallyprepared for inclusion in this offering circular.

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Legend (a) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being:

(i) beneficiaries of a discretionary trust of which Parkview Management Sdn Bhd (“PMSB”) is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of Kien Huat International Limited (“KHI”) which in turn owns 100% of the voting shares of Kien Huat Realty Sdn Berhad (“KHR”). KHR owns more than 20% of the voting shares of Genting Berhad (“GENT”) which in turn owns ordinary shares in Genting Malaysia Berhad (“GENM”). As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENM held by GENT as it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in GENT. PMSB as trustee of the discretionary trust is also deemed interested in the ordinary shares of GENM held by KHR by virtue of its controlling interest in KHR; and

(ii) beneficiaries of a discretionary trust of which Summerhill Trust Company (Isle of Man) Limited

(“STC”) is the trustee. Golden Hope Limited (“GHL”) acts as trustee of the Golden Hope Unit Trust (“GHUT”), a private unit trust whose voting units are ultimately owned by STC as trustee of the discretionary trust. GHL as trustee of the GHUT owns ordinary shares in GENM.

(b) Represents the right of the participant to receive ordinary shares subject to the performance conditions as determined by the Remuneration Committee of GENM.

(c) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a discretionary trust of which PMSB is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of KHI which in turn owns 100% of the voting shares in KHR. As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENT held by KHR and Inverway Sdn Bhd (“Inverway”), a wholly-owned subsidiary of KHR, by virtue of its controlling interest in KHR and Inverway.

Arising from the above, Tan Sri Lim Kok Thay and Mr Lim Keong Hui have deemed interests in the shares of certain subsidiaries of GENT.

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Legend (Cont’d) (d) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a

discretionary trust of which PMSB is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of KHI which in turn owns 100% of the voting shares in KHR. KHR owns more than 20% of the voting shares of GENT which in turn owns ordinary shares in Genting Plantations Berhad (“GENP”). As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENP held by GENT as it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in GENT.

(e) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a discretionary trust of which PMSB is the trustee.

PMSB as trustee of the discretionary trust is deemed interested in the shares of Genting Singapore Limited (“GENS”) held by KHR and Genting Overseas Holdings Limited, a wholly-owned subsidiary of GENT. KHR controls more than 20% of the voting share capital of GENT.

(f) Represents the right of the participant to receive fully-paid shares of GENS free of charge, upon the

participant satisfying the criteria set out in the Genting Singapore Performance Share Scheme and upon satisfying such criteria as may be imposed.

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# The amount due to a subsidiary is presented net of transaction costs incurred of RM10.0 million (2019: RM10.0 million).

* Interest payable for the Company is classified under amounts due to subsidiaries.

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* less than RM0.1 million.

** Non-audit fees are in respect of tax related services of RM2.3 million (2019: RM2.4 million) and corporate and financial advisory services of RM0.3 million (2019: RM0.3 million) for the Group and in respect of tax related services of RM0.3 million (2019: RM0.2 million) and corporate and financial advisory services of RM0.3 million (2019: RM0.2 million) for the Company.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), Chartered Accountants, Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, P.O. Box 10192, 50706 Kuala Lumpur, Malaysia T: +60 (3) 2173 1188, F: +60 (3) 2173 1288, www.pwc.com/my

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Our opinion

In our opinion, the financial statements of Genting Malaysia Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2020, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

What we have audited

We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December 2020 of the Group and of the Company, and the income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 14 to 139.

Basis for opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and other ethical responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment and casino licenses related to the Group’s leisure and hospitality segment in Bimini

The Group has property, plant and equipment and casino licenses (definite life) related to its Bimini operations with aggregate carrying values of RM1,259.0 million as at 31 December 2020.

With respect to the reliability of management’s use of key assumptions in the cash flow projections to determine the value in use calculations, we performed the following procedures:

Assessed the reliability of management’s forecast by comparing their previous years’ forecasted results against past trends of actual results; Assessed the growth rates used by management by comparing to industry trends which have been adjusted for the impact of the COVID-19 pandemic;

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment and casino licenses related to the Group’s leisure and hospitality segment in Bimini (continued)

We focused on this area due to the continued losses recorded and its business operations have been adversely impacted by the COVID-19 pandemic that caused significant disruptions to the resort’s operation including temporary closure for approximately 10 months as instructed by the government of Bahamas. Whilst the Bimini operations have resumed on 26 December 2020, the outlook of the leisure and hospitality sector remain challenging with uncertainties surrounding the COVID-19 situation globally.

The impairment assessment performed by management based on value in use method involved significant estimates towards future results of the business, in particular, the key assumptions on growth rate, discount rates, hotel occupancy and annual cruise passengers used in the future cash flow projections.

Arising from the impairment assessment, impairment losses of RM142.8 million and RM1.3 million were recorded for property, plant and equipment and casino licenses respectively in the current financial year.

The disclosures are included in Notes 2 and 15 to the financial statements.

With respect to the reliability of management’s use of key assumptions in the cash flow projections to determine the value in use calculations, we performed the following procedures: (continued)

Checked the discount rates used by comparing the rates used to comparable industry and market information; Compared the rates of hotel occupancy and annual cruise passengers to comparable companies and market performance data; and

Independently performed sensitivity analysis on the growth rate, discount rates, hotel occupancy and annual cruise passengers to corroborate that any reasonable changes on these key assumptions would not give rise to an impairment loss.

Based on the above procedures performed, we noted the results of management’s impairment assessment to be consistent with the outcome of our procedures.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the Group’s leisure and hospitality segment in the United Kingdom

(a) Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the United Kingdom (“UK”) casino business

As at 31 December 2020, the aggregate carrying value of the Group’s property, plant and equipment, intangible assets (which comprised casino licences and trademarks) and right-of-use of assets amounted to RM3,030.2 million and goodwill of RM377.8 million were in relation to its UK casino business operations.

We focused on this area as the Group’s casino business in the UK have been significantly impacted by the COVID-19 pandemic as a result of the various restrictions imposed by the UK government and the national lockdown measures implemented at different periods of the year which has caused significant disruptions to the operations.

The recoverable amount of each CGU, including property, plant and equipment, casino licenses and right-of-use assets was determined based on the higher of the fair value less costs of disposal and value in use.

With respect to the appropriateness of the key assumptions used in the value in use calculations, we performed the following procedures:

Assessed the reliability of management’s forecast by comparing their previous years’ forecasted results against past trends of actual results; Checked that the growth rate did not exceed the growth rates for leisure and hospitality industry in which the CGUs operate and are consistent with the forecasts included in industry reports;

Checked the discount rate used by comparing the rate used to comparable industries and market information in UK; and

Checked sensitivity analysis performed by management on the discount rate and growth rate to determine whether reasonable changes on these key assumptions would result in the carrying amounts of individual CGUs to exceed their recoverable amounts.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the Group’s leisure and hospitality segment in the United Kingdom

(a) Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the United Kingdom (“UK”) casino business (continued)

For the annual goodwill impairment assessment, the entire goodwill has been allocated to the leisure and hospitality business segment in the UK and the recoverable amount was determined based on value in use with the same underlying assumptions applied in the impairment assessment for the respective assets.

The impairment assessment performed by management involved significant degree of judgements in estimating the assumptions on growth rate and discount rate used.

Arising from the impairment assessment, total impairment losses of RM208.0 million were recorded for property, plant and equipment, right-of-use assets and casino licences in the current financial year. There is no impairment on the goodwill relating to the Group’s UK casino business.

The disclosures are included in Notes 2, 15, 18 and 19 to the financial statements.

In testing the recoverable amount based on fair value less costs to sell, we performed the following procedures:

Evaluated the objectivity and competency of the external valuer; and Evaluated the methodology and key assumptions used by an independent external valuer in the valuation based on our knowledge of the industry and checked the comparability of the input data used to current industry data.

Based on the procedures performed, we noted the results of management’s impairment assessment to be consistent with the outcome of our procedures.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the Group’s leisure and hospitality segment in the United Kingdom (continued)

(b) Impairment assessment of property, plant and equipment and right-of-use assets relating to the Group’s Resorts World Birmingham operations

The aggregate carrying value of the Group’s property, plant and equipment and right-of-use of assets in relation to its Resorts World Birmingham operations amounted to RM527.6 million as at 31 December 2020.

We focused on this area due to the continued losses recorded by Resorts World Birmingham and significant disruptions to the business as a result of various restrictions imposed by the UK government and the national lockdown measures implemented at different periods of the year due to the COVID-19 pandemic.

The impairment assessment performed by management involved significant estimates and judgement in determining the key assumptions used in deriving the recoverable amount.

With respect to the appropriateness of the key assumptions used in the value in use calculations, we performed the following procedures:

Assessed the reliability of management’s forecast by comparing their previous years’ forecasted results against past trends of actual results;

Evaluated the reasonableness of forecasted EBITDA used by management to historical results, and to the business plans approved by the Board of Directors;

Checked that the long-term growth rate did not exceed the growth rates for leisure and hospitality industry in which the CGUs operate and are consistent with the forecasts included in industry reports;

Checked the discount rate used by comparing the rate used to comparable industries and market information in UK; and

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment, intangible assets (including goodwill) with indefinite useful lives and right-of-use assets relating to the Group’s leisure and hospitality segment in the United Kingdom (continued)

(b) Impairment assessment of property, plant and equipment and right-of-use assets relating to the Group’s Resorts World Birmingham operations (continued)

Management performed the impairment assessment based on the value in use method using the probability weighted approach to determine the expected cash flows. The other key assumptions used in the cash flow projections are forecasted EBITDA which is mainly driven by footfall and revenue per available room growth rate, long term growth rate and the discount rate.

Arising from the impairment assessment, total impairment losses of RM223.3 million were recorded for property, plant and equipment and right-of-use assets.

The disclosures are included in Notes 2, 15 and 19 to the financial statements.

With respect to the appropriateness of the key assumptions used in the value in use calculations, we performed the following procedures: (continued)

Checked the appropriateness of sensitivity analysis performed by management on the discount rate, long term growth rate, forecasted EBITDA and the timing of reopening of the facilities to determine whether reasonable changes on these key assumptions would result in impairment loss.

Based on the procedures performed, we noted the results of management’s impairment assessment to be consistent with the outcome of our procedures.

There are no key audit matters to report for the Company.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Information other than the financial statements and auditors’ report thereon

The Directors of the Company are responsible for the other information. The other information comprises the Directors’ Report, Statement on Risk Management and Internal Control, Management’s Discussion and Analysis of Business Operations and Financial Performance, Corporate Governance Overview Statement and Report, Sustainability Statement and Report and other sections of the 2020 Annual Report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019-U)

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Auditors’ responsibilities for the audit of the financial statements (continued)

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) (Company No. 198001004236 (58019-U))

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REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 45 to the financial statements.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS PLT NG GAN HOOI LLP0014401-LCA & AF 1146 02914/04/2021 J Chartered Accountants Chartered Accountant

Kuala Lumpur 25 February 2021

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Legend (a) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being:

(i) beneficiaries of a discretionary trust of which Parkview Management Sdn Bhd (“PMSB”) is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of Kien Huat International Limited (“KHI”) which in turn owns 100% of the voting shares of Kien Huat Realty Sdn Berhad (“KHR”). KHR owns more than 20% of the voting shares of Genting Berhad (“GENT”) which in turn owns ordinary shares in Genting Malaysia Berhad (“GENM”). As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENM held by GENT as it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in GENT. PMSB as trustee of the discretionary trust is also deemed interested in the ordinary shares of GENM held by KHR by virtue of its controlling interest in KHR; and

(ii) beneficiaries of a discretionary trust of which Summerhill Trust Company (Isle of Man) Limited

(“STC”) is the trustee. Golden Hope Limited (“GHL”) acts as trustee of the Golden Hope Unit Trust (“GHUT”), a private unit trust whose voting units are ultimately owned by STC as trustee of the discretionary trust. GHL as trustee of the GHUT owns ordinary shares in GENM.

(b) Represents the right of the participant to receive ordinary shares subject to the performance conditions as determined by the Remuneration Committee of GENM.

(c) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being:

(i) beneficiaries of a discretionary trust of which PMSB is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of KHI which in turn owns 100% of the voting shares of KHR. As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENT held by KHR and Inverway Sdn Bhd (“Inverway”), a wholly-owned subsidiary of KHR, by virtue of its controlling interest in KHR and Inverway; and

(ii) beneficiaries of a discretionary trust of which STC is the trustee. GHL acts as trustee of the GHUT, a private unit trust whose voting units are ultimately owned by STC as trustee of the discretionary trust. GHL as trustee of the GHUT owns ordinary shares in GENT.

Arising from the above, Tan Sri Lim Kok Thay and Mr Lim Keong Hui have deemed interests in the shares of certain subsidiaries of GENT.

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Legend (Cont’d)

(cc) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a

discretionary trust of which PMSB is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of KHI which in turn owns 100% of the voting shares in KHR. As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares of GENT held by KHR and Inverway by virtue of its controlling interest in KHR and Inverway. Arising from the above, Tan Sri Lim Kok Thay and Mr Lim Keong Hui have deemed interests in the shares of certain subsidiaries of GENT.

(d) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a discretionary trust of which PMSB is the trustee. PMSB as trustee of the discretionary trust owns 100% of the voting shares of KHI which in turn owns 100% of the voting shares in KHR. KHR owns more than 20% of the voting shares of GENT which owns ordinary shares and warrants in Genting Plantations Berhad (“GENP”). As such, PMSB as trustee of the discretionary trust is deemed interested in the ordinary shares and warrants of GENP held by GENT as it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in GENT.

(e) Deemed interest by virtue of Tan Sri Lim Kok Thay and Mr Lim Keong Hui being beneficiaries of a discretionary trust of which PMSB is the trustee.

PMSB as trustee of the discretionary trust is deemed interested in the shares of Genting Singapore Limited (“GENS”) held by KHR and Genting Overseas Holdings Limited, a wholly-owned subsidiary of GENT. KHR controls more than 20% of the voting share capital of GENT.

(f) Represents the right of the participant to receive fully-paid shares of GENS free of charge, upon the

participant satisfying the criteria set out in the Genting Singapore Performance Share Scheme and upon satisfying such criteria as may be imposed.

# The 2013/2019 warrants of Genting Plantations Berhad expired on 17 June 2019.

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Appointed on 10 July 2019Appointed on 5 August 2019Resigned on 15 January 2020

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# The amount due to a subsidiary is presented net of transaction costs incurred of RM10.0 million (2018: RM9.9 million).

* Interest payable for the Company is classified under amounts due to subsidiaries.

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* less than RM0.1 million.

** Non-audit fees are in respect of tax related services of RM2.4 million (2018: RM2.9 million) and corporate and financial advisory services of RM0.3 million (2018: RM0.5 million) for the Group and in respect of tax related services of RM0.2 million (2018: RM0.4 million) and corporate and financial advisory services of RM0.2 million (2018: RM0.2 million) for the Company.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), Chartered Accountants, Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, P.O. Box 10192, 50706 Kuala Lumpur, Malaysia T: +60 (3) 2173 1188, F: +60 (3) 2173 1288, www.pwc.com/my

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Our opinion

In our opinion, the financial statements of Genting Malaysia Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2019, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

What we have audited

We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December 2019 of the Group and of the Company, and the income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 14 to 136.

Basis for opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and other ethical responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters Impairment assessment of property, plant and equipment and casino licenses related to the Group’s leisure and hospitality segment in Bimini The Group has property, plant and equipment and casino licenses (definite life) related to its Bimini operations with aggregate carrying values of RM1,544.4 million as at 31 December 2019. We focused on this area due to continued losses recorded since the commencement of the Bimini operations in 2013 which is an impairment indicator.

With respect to the reliability of management’s use of key assumptions in the cash flow projections to determine the value in use calculations, we performed the following procedures:

Assessed the reliability of management’s forecast by comparing their previous years’ forecasted results against past trends of actual results; Assessed the growth rates used by management by comparing to industry trends;

Checked the discount rates used by comparing the rate used to comparable industry and market information; and

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters Impairment assessment of property, plant and equipment and casino licenses related to the Group’s leisure and hospitality segment in Bimini (continued) The impairment assessment performed by management based on value in use method involved significant estimates towards future results of the business, in particular, the key assumptions on growth rate and discount rates used in the future cash flow forecasts. The disclosures are included in Notes 2, 15 and 18 to the financial statements.

Independently performed sensitivity analysis on the growth rate and discount rates to corroborate that any reasonable changes on these key assumptions would not give rise to an impairment loss.

Based on the above procedures performed, we noted the results of management’s impairment assessment to be consistent with the outcome of our procedures.

Impairment assessment of intangible assets (including goodwill) with indefinite useful lives relating to the Group’s United Kingdom operations The aggregate carrying value of the Group’s goodwill, casino licences and trademarks in relation to its United Kingdom (“UK”) operations totalling to RM2,100.2 million as at 31 December 2019. We focused on this area due to the magnitude of the carrying value of these UK intangible assets (including goodwill) with indefinite useful lives as they comprised 46.9% of the total intangible assets of the Group which are subject to annual impairment assessment.

With respect to the appropriateness of the key assumptions used in the value in use calculations, we performed the following procedures:

Assessed the reliability of management’s forecast by comparing their previous years’ forecasted results against past trends of actual results; Assessed management’s basis for the value in use cash flows by reference to the approved 2020 budget;

Checked that the growth rate did not exceed the growth rates for leisure and hospitality industry in which the CGUs operate and are consistent with the forecasts included in industry reports;

Checked that discount rate used by comparing the rate used to comparable industries and market information in UK; and

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters Impairment assessment of intangible assets (including goodwill) with indefinite useful lives relating to the Group’s United Kingdom operations (continued) The impairment assessment performed by management involved significant degree of judgements in estimating the assumptions on growth rate and discount rate used. Arising from the impairment assessment, a net impairment loss of RM5.2 million was recorded for casino licences in the current financial year. The disclosures are included in Notes 2 and 18 to the financial statements.

Checked sensitivity analysis performed by management on the discount rate and EBITDA to determine whether reasonable changes on these key assumptions would result in the carrying amounts of individual CGUs to exceed their recoverable amounts.

In testing the recoverable amount based on fair value less costs to sell, we performed the following procedures:

Evaluated the objectivity and competency of the external valuer; and

Evaluated the methodology and key assumptions used by an independent external valuer in the valuation based on our knowledge of the industry and checked the comparability of the input data used to current industry data.

Based on the procedures performed, we noted the results of management’s impairment assessment to be consistent with the outcome of our procedures.

There are no key audit matters to report for the Company.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Information other than the financial statements and auditors’ report thereon

The Directors of the Company are responsible for the other information. The other information comprises the Directors’ Report, Statement on Risk Management and Internal Control, Management’s Discussion and Analysis of Business Operations and Financial Performance, Corporate Governance Overview Statement and Report, Sustainability Statement and Report and other sections of the 2019 Annual Report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

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Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

F-299

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

144

Auditors’ responsibilities for the audit of the financial statements (continued)

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 46 to the financial statements.

F-300

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENTING MALAYSIA BERHAD (CONTINUED) (Incorporated in Malaysia) Registration No. 198001004236 (58019 - U)

145

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS PLT NG GAN HOOI LLP0014401-LCA & AF 1146 02914/04/2021 J Chartered Accountants Chartered Accountant

Kuala Lumpur 27 February 2020

F-301

GENM Capital Labuan Limited(a company incorporated in Malaysia)

US$ % Senior Unsecured Notes due

unconditionally and irrevocably guaranteed by

Genting Malaysia Berhad(a company incorporated in Malaysia)

Issue Price: %

Offering Circular

, 2021

Joint Lead Managers and Bookrunners

CIMB Citigroup DBS Bank Ltd. J.P. Morgan