Questions asked at 2024 Aristocrat AGM

March 5, 2024

The following 9 written questions were lodged at the 2024 Aristocrat Leisure hybrid AGM held on February 22. Commendably, they were read out in full with no censorship at the 1 hour and 50 minute meeting. There was a 21% protest vote against the CEO's LTI grant which wasn't really properly discussed, partly because the proxies weren't disclosed with the formal addresses.

Financial accounts:

Q1. With 66,000 units in the North American market and close to 100,000 of our poker machines installed across almost 5000 Australian gaming venues, the logistics must be challenging. Where are our 3 biggest manufacturing sites for land-based gaming machines and how do we manage the sustainable recycling of gaming machines at the end of their useful life.

Answer: the 3 big plants are in Las Vegas, Tulsa in Oaklahoma and Greystanes in Sydney - watch video of exchange via Twitter.

Q2. Aristocrat announced an agreed $5 billion bid for UK-based Playtech in October 2021 which was pitched at 680p per share. However, it was comfortably voted down in February 2022 with only 56.13% support when UK takeovers require the support of 75% of voted stock. Playtech shares closed at 463p last night, a 32% discount to our offer price. Could the chair comment on why we haven't gone back for a second crack at Playtech, or at least acquired a strategic stake on market. Does the chair agree that our share price is higher today than it would have been if we'd overpaid for Playtech, as was proposed at the time?

Answer: the chair explained that Aristocrat had moved on and was now busily building its own real money gaming division, complete with other smaller acquisitions. Watch video of exchange via Twitter.

Resolution 1 - Neil Chatfield re-election

Q3 Is Neil intending to serve a full 3 year term as chair and then seek another term after that. Does he believe the next chair of Aristocrat is currently on the board. Why don't we have a deputy chair and when it comes to reviewing Neil's performance, who on the board leads the review process?

Answer: Rem committee chair Kathleen Conlon said succession is constantly reviewed and that they have annual external and internal reviews and Neil Chatfield is the most open chair she has worked with in terms of taking feedback on his performance. Neil said he was take it one election at a time and stay as long as shareholders were happy to have him. See video of exchange via Twitter.

Q4. After the takeover of Costa Group, Aristocrat is the chair's last remaining major ASX board seat. Was he approached to be Qantas chair and is he intending to take on any more board gigs or is he now in wind down mode having got into his 70s after a stellar corporate career, the last 15 years being as a professional non-executive director?

Resolution 3 - CEO LTI grant.

Q5. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.

Answer: an excellent detailed answer from the CEO - watch video of exchange via Twitter.

Q6. Reducing gambling harm is an important metric for Aristocrat given that it sells addictive products to vulnerable people. Could the chair and CEO please explain what responsible gaming metrics are directly featured in this LTI grant and will they consider expanding the RG components of next year's LTI grant to the CEO. Would the CEO be okay with this change of emphasis?

Answer: chair said responsible gaming was it's number one sustainability issue and they would keep pushing hard. CEO also said responsible gaming targets were embedded in the performance targets. Watch video of exchange via Twitter.

Resolution 4 - NED share scheme.

Q7. There appears to be a problem with former Aristocrat directors and senior executives joining competitors after leaving Aristocrat. Light & Wonder is seemingly full of former Aristocrat people. Are there any retention elements in this NED Rights Plan that will discourage or prevent any of our current independent directors from defecting to a competitor after finishing their term? Does the CEO agree we have a problem with defections to competitors?

Answer: the chair explained that there are no constraints on directors joining competitors, except "ongoing confidentiality arrangements". Watch video of exchange via Twitter.

Resolution 5 - remuneration report

Q8. Given the interesting discussions across a range of topics today, including on this remuneration report item, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? Also, when disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and is a disclosure initiative adopted by the likes of ASX, Qantas, Myer, Dexus, Flight Centre, Tabcorp and Webjet.

Answer: was mainly a no but at least the meeting was a hybrid and all questions were read out in in full - watch video of exchange via Twitter.

Q9. On January 11, the Sydney Morning Herald reported that Aristocrat Leisure has won urgent court orders stopping our Sydney-based head of game design from using any of the 6800 files he allegedly downloaded from the group's servers at 7am on a Sunday morning. Please update shareholders on what has happened and also whether our remuneration structures are appropriate to discourage attempts by staff to inappropriately access our Intellectual Property. What is the situation with the shareholding and incentives for the executive involved and have we reached a settlement as yet?

Answer: the chair declined to comment on the specifics due to legal action but re-affirmed Aristocrat will "do everything that we possibly can" to protect the intellectual property of the company which is owned by shareholders. Watch video of exchange via Twitter.