Aristocrat Leisure Limited (ASX:ALL)
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May 5, 2026, 4:10 PM AEST
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AGM 2020

Feb 20, 2020

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Good morning, fellow shareholders, ladies and gentlemen. My name is Neil Chatfield. As Chairman, it's my great pleasure to welcome shareholders to the 2020 Annual General Meeting of Aristocrat Leisure Limited, being held here at our offices in North Ryde. I'd like to take the opportunity to acknowledge the traditional owners of the land on which we meet today, the Wallumedegal Clan of the Eora people, and pay my respects to elders past and present. I welcome the shareholders who are in attendance today and hope that you have had an opportunity to explore our showroom, which displays some of our latest products and technology. I'd also encourage you to speak with some of our passionate Aristocrat team members at the conclusion of the meeting. I'd also like to extend a warm welcome to those attending this meeting by way of webcast and to visitors.

May I now request that all mobile phones be turned off? I'll give you time to turn off your phones, please. All done? Thank you. For your safety, I'd like to draw to your attention the emergency exits. They're located at the right of when you're exiting this room, and should an emergency arise, which requires an evacuation, staff will be on hand to assist you. Turning to the agenda for today's meeting, I note that it is now past 11:00 A.M. and that this is a properly constituted meeting. As a quorum for the general meeting is present, I formally declare the 2020 Annual General Meeting open. The notice of meeting has previously been distributed, and we will take it as read. I'd like to thank those shareholders who submitted questions ahead of the meeting, and where possible, of course, we've responded directly to those questions.

I'd like to remind you that this meeting is also being webcast so that all shareholders have an opportunity to watch the proceedings. Let me now introduce you to the people on the stage with me this morning. Directly to my left is Richard Bell, Corporate General Counsel and Company Secretary. Next to Richard is Trevor Croker, the Chief Executive Officer and Managing Director. Next to Trevor is Pat Ramsey , who is the Chair of the Regulatory and Compliance Committee and a member of the Board Audit Committee. Next to Pat is Kathleen Conlon , Chair of the People and Culture Committee and a member of the Board Audit Committee. Next to Kathleen is Philippe Etienne , a member of the Regulatory and Compliance Committee and People and Culture Committee.

Next to, if I can see down there, next to Philippe is Arlene Tansey , Chair of the Board Audit Committee and a member of the Regulatory and Compliance Committee. Next to Arlene is Sylvia Summers Couder , a member of the Board Audit Committee and People and Culture Committee. Next to Sylvia is Steve Morrow, who, as you know, will be retiring at the conclusion of this meeting. Steve is our lead U.S. Director and a member of the Regulatory and Compliance Committee and of the People and Culture Committee. Information about the directors is set out in the 2020 Annual Report. We also welcome Matt Graham. Matt, you might just acknowledge yourself there. and his colleagues from PricewaterhouseCoopers, the company's auditors. Matt is available to answer any questions regarding the audit of the financial statements.

Before I move to the resolutions to be considered today, together with Trevor, I would like to provide some commentary on the strategy, operations, and financial results of the company. Fellow shareholders, I'm pleased to report that Aristocrat delivered a strong performance over the 2019 fiscal year, further extending the business's trajectory of consistent and high-quality, profitable growth, with records in NPATA of over $894 million. NPATA refers to net profit after tax before acquired amortization. Group revenue increased almost 23% in reported terms and 14% in constant currency terms to a fresh all-time high of $4.4 billion. This performance was driven by continued strong operational momentum across both the land-based and digital businesses.

Aristocrat's key Americas, ANZ, and digital operations all grew off the back of increased and targeted investment in competitive product portfolios, particularly in terms of design and development and marketing and user acquisition in our digital business. Aristocrat's strong cash flows, capacity to fund investment in further growth, and continued reduced gearing levels were all evident in fiscal 2019. Operating cash flow exceeded AUD 1 billion for the first time. Net gearing reduced to 1.4 times at 30th of September 2019, compared to 2.2 times at the commencement at the announcement of the Big Fish acquisition back in November 2017. This momentum allowed us to deliver another significant lift in earnings per share, reflected in a 22% increase in total dividend for the year to AUD 0.56 per share, fully franked, consistent with our commitment to progressively grow dividends over time.

Over the course of the year, shareholders will be aware that the board also continued to implement an orderly renewal process with the appointment of Philippe Etienne as a Non-Executive Director. Shareholders will be asked to formally approve his appointment later in the meeting. Philippe is a seasoned international business leader with extensive experience as a company director. His strategic and technology skills and international perspectives are particularly valuable to our deliberations, and we are delighted to add an individual of his caliber to the board. Philippe will address the meeting later in relation to his own election. In addition, after more than a decade of service as a non-executive director, Steve Morrow will retire at the conclusion of today's meeting. Steve has made an outstanding contribution to both the board and the business, including through its turnaround years and subsequent growth.

I'd like to invite shareholders to join me in thanking Steve for his enormous contribution. Steve has brought deep US market and global gaming industry expertise to the board, which we have greatly valued. I'm particularly pleased, therefore, that Steve has formally agreed to continue his long association with Aristocrat post his retirement as a non-executive director, as an advisor to management. Following Steve's retirement, Pat Ramsey will assume the role of lead US director, and the board is prioritizing the recruitment of a further US-based director in the coming period. During 2019, the board also continued our regular program of regular face-to-face engagement with Aristocrat's global employee base and also met with a broad range of customers in various jurisdictions. This program helps ensure that directors receive direct feedback and are able to maintain effective oversight over the business's culture and customer centricity.

Over the course of the year, Aristocrat significantly expanded its sustainability disclosures, consistent with the company's values, focus on long-term, and our commitment to transparency. Building on progress in the prior year, further disclosures were published on the group's website at the end of November 2019. In addition to updating and expanding content on relevant topics such as responsible gameplay, employee engagement, and employee engagement, the business also reported for the first time on topics such as energy and environment, community, and ethical sourcing, among other things. Examples of initiatives undertaken during the year included the third running of our peak leadership conference, Learn Lead Achieve. This conference brought together around 150 of our leaders drawn from all parts of our business across the world to forge person-to-person links, participate in stretching development exercise sessions, and align around Aristocrat's growth strategy and potential.

I was very pleased to attend part of the conference and meet more of the outstanding talent we have across our increasingly global business, whilst also being impressed with the culture and drive of our leadership group. I'd also reference the work Aristocrat did during the year to promote pathways for women in the industry, including through our strong support for Global Gaming Women in the U.S., and Women in Gaming and Hospitality in Australia. As a founding member of these organizations, we helped deliver an expanding range of mentoring, education, and networking opportunities for hundreds of future female leaders. Another highlight was the awarding of the Leadership in Energy and Environmental Design accreditation to our new campus in Summerlin, Las Vegas. This reflected the extensive use of environmentally friendly materials throughout the site and its low carbon footprint.

These are just a few of the highlights of the progress we are making across our most important sustainability issues. Looking ahead in 2020, Aristocrat is expected to be able to share more information on energy and diversity and inclusion in line with the progress that we're making. We've also committed to developing a response to the recommendations of the Task Force on Climate-Related Financial Disclosures over the course of the year. I do encourage shareholders to review our sustainability disclosures, which can be found on our website, www.aristocrat.com. In summary, financial year 2019 was another highly successful and rewarding year at Aristocrat. A year on from my first address to shareholders as Chairman, I'm very happy to say I've been really gratified by what I've observed across the business over the past 12 months.

Our team is united behind a shared mission to bring joy to life through the power of play, and we feel privileged to bring entertainment to millions of people around the world every day. Our global team of more than 6,400 people is striving hard to serve our customers and deliver results while also demonstrating a real commitment to learning and improving what we do. I wish to thank my board colleagues, management, and all the Aristocrat people whose hard work and passion for our customers is reflected in the strong results that we're proud to deliver over the year. Finally, I would like to thank you, our shareholders, for your ongoing interest and support.

It is my great pleasure now to pass to Trevor Croker, our CEO, who will provide further commentary on the 2019 financial year, the business strategy, priorities, and our continued sustainability efforts over the coming period. Thank you.

Trevor Croker
CEO and Managing Director, Aristocrat Leisure Limited

Thank you, Neil, and welcome, everybody. Thank you for joining us here today. Today, I'll share a summary of our performance for the 2019 fiscal year and highlight our continued growth and reiterate our expectations for the 2020 full year. Turning first to our 2019 performance, as Neil referenced and as we shared at our full-year results presentation in November, Aristocrat posted a record profit in fiscal 2019. In NPATA , it grew 23% in reported terms and 14% in constant currency compared to the prior 12 months to 30th of September 2018.

`This result further extended our track record of share-taking and organic growth and was driven by strong investment in talent, game content, user acquisition, and retention, along with increasing broad and competitive product portfolios. The business earnings base continued to diversify in 2019, with digital operations delivering over 40% of total group revenue during the year. Land-based gaming operations and outright sales each contributed another 30% of the total group revenue each. At the same time, we reached a significant threshold with more than two-thirds of total group revenue in fiscal 2019 being recurring in nature rather than one-off. Continued improvement in earnings diversity and stability is a feature of Aristocrat's strategy, and we made significant strides in this regard over the course of 2019.

Operating cash flow of over $1 billion was also generated in the period, and net gearing reduced to 1.4 times at 30th of September 2019, down from 1.7 times at the close of the prior fiscal period. Our strong and flexible balance sheet remained means we continue to enjoy full optionality, including to invest organically and non-organically to accelerate our strategy where prudent. Operational highlights of the year included a further lift in both share and yield in the land-based North American gaming operations business and further share growth across our key global outright sales markets. In digital, the successful launch and scaling of Raid Shadow Legends was an important milestone.

This was our first foray into the high-growth collectible RPG genre, and the launch was significant not only from a performance and portfolio perspective but also because of the insights gained, which we will use to apply to future launches and genre entry strategies. In our land-based business, strong D&D Investment ensures we can continue to take share today, unlock adjacent opportunities for tomorrow, and build new growth engines and optionality for the long term. Over the 2019 full year, Aristocrat lifted D&D Investment by 21% in absolute terms compared to 2018 to a fresh record of just over $500 million. This equates to 11.4% of revenue, which is aligned to the prior fiscal year and comfortably within the 11% to 12% range the business has allocated across recent years.

At the same time, we invested strongly in our user acquisition, or UA, to support growth in our digital business. UA investment of $328 million represented 26.2% of revenue. With the benefit of Player Enterprise's proprietary Go game tool and collaboration across the digital businesses, we also improved the quality and flexibility of UA allocation during 2019. As we reported in November, we now have a consistent and data-led approach with a strong focus on returns and readiness to invest significantly or to pull back wherever investment is prudent. We also made further strides in implementing our digital growth strategy during the year. The pillars of outstanding game design talent, core digital skill sets, sharing of best practices, strong and disciplined marketing investment, and operational rigor have many parallels to the proven approach in our land-based business.

At its heart, our digital strategy focused on our competitiveness and the things we can control to target sustained above-market growth. The appointment of Mike Lang, as CEO Digital in November 2019, was another important milestone in this regard. Throughout the year, we maintained a firm commitment to investing in innovation and leveraging our growing scale and capability to lift efficiency and create capacity for sustainable growth. Throughout 2019, we also aggressively defended our IP assets across key markets and will continue to take a proactive approach to protecting these core assets going forward. Turning now to operational performance in key parts of the business, in more detail, beginning with our land-based business. During 2019, we brought together Aristocrat's global land-based business under the leadership of Mitchell Bowen, CEO Land-based and Chief Transformation Officer.

This change is already unlocking benefits from closer operational and strategic alignment. In local currency, America's revenue increased over 14% and profit lifted more than 15% to almost $1.4 billion and over $750 million, respectively, during the fiscal 2019 period, compared to the previous period. North America EBITA growth was driven by another outstanding performance in gaming operations with 9% growth to 48,000 units for the year and a modest lift in our combined average fee per day driven by excellent game performance and floor optimization strategies. Performance was fueled by continued penetration of the market-leading titles across top-performing cabinets, including the successful launch of the EDGE X and Mars X cabinets during the year. In class three outright sales, revenue increased 22% and platforms increased 30% compared to 2018.

We achieved further share growth in a competitive market off the back of a stronger and broader product portfolio. Penetration of attractive North American adjacencies, including the VLT and Washington CDS markets, supports this result. In Class II gaming operations, placements grew almost 4% due to the penetration of Ovation Video product and the maintenance of our mechanical reel footprint. Aristocrat continued to receive outstanding customer feedback in North America, consistently ranking as the leading gaming equipment supplier across a number of key casino customer surveys. For the sixth year in a row, Aristocrat was named top land-based supplier at the G2E Trade Show in Las Vegas. Similarly, our record profit result in ANZ demonstrated our success in maintaining our market-leading share position even as market churn returned to more typical levels over the course of fiscal 2019.

ANZ profit increased almost 3% and revenue increased fractionally to over AUD 213 million and AUD 455 million, respectively, compared to 2018. Average selling price improved slightly, driven by positive mix in sales of the Helix Plus and Helix XT family of cabinets. Segment profit margins increased 120 basis points to 46.8%, up from 45.6% in the prior fiscal year. This was driven by a favorable commercial mix towards recurring revenue. We continue to focus on customer-centric improvements to our systems, processes, and culture in ANZ, reflecting our deep commitment to this market. International class three revenue and profit decreased 7% and 13%, respectively, to AUD 195 million and AUD 90 million compared to the fiscal 2018 result.

A decline in Asia Pacific was partly offset by further growth in EMEA, with the recurring revenue install base in this region growing almost 23% over the 12 months to 30th of September 2019. In Asia Pacific, Helix Plus continued to be the primary foresale cabinet, with key titles propelling strong underlying performance across the region. I'll now turn to share some operational highlights from our digital business. On a combined basis, our digital business has generated $1.2 billion in bookings during fiscal 2019, delivering a lift of 12% in segment profit to $270 million. Revenue grew 24% off the back of full-period impact of the Plarium and Big Fish acquisitions, together with the scaling of key titles such as Lightning Link, continued performance from Jackpot Magic Slots, Raid, and the contribution of new games.

Segment margins moderated to 29.6% in line with expectations, reflecting growth in lower margin social casual games, targeted investment in the development of new features and live ops and social casino, and increased marketing investment behind the successful global launch and scaling of Raid. As I mentioned, we prioritized resources and increased our efficiency of our investment in UA by implementing a common platform management tool during fiscal 2019. We also made more of low-cost development jurisdictions and applied proven content mechanics and features across the portfolio, particularly in social casino. The casual games pipeline was refocused towards segments where we have strong capabilities while also broadening our portfolio and experience with the successful launch of Raid, as previously noted, and the launch of Toy Story Drop in partnership with Disney Pixar.

In addition to new game launches, established and evergreen titles were refreshed with content, live ops, and features to enhance game experience and profitability. Total portfolio strength and diversity also improved during the 2019 fiscal year with a close to even pro forma split in bookings contribution between social casino and casual game genres, while overall bookings grew. The number of game titles delivering more than $50 million in bookings also grew with the contribution of Raid and further growth in Lightning Link. Total daily active users, or DAUs, at 30th of September 2019 moderated to 7.5 million from 8.5 million in the PCP; however, average daily bookings per active user, or ABDAU, increased fractionally from $0.40 to $0.41 over the same period, reflecting our focus on DAU quality and building long-term engagement.

Before turning now to outlook for the 2020 fiscal year, I'd like to comment briefly on the COVID-19 virus issue. Aristocrat has no direct operations in mainland China and relatively small exposure to the Asian region generally. However, we have been closely monitoring developments with focus on our people, customers, and supply chain. We have temporarily suspended travel in the region and are supporting our staff in Macao and in Hong Kong. We're also proactively monitoring and managing potential supply chain impacts. At this stage, we do not see any material adverse impacts on our business, but we'll keep the market updated as appropriate. In terms of outlook, we reiterate our guidance provided in November 2019. That is, we expect continued growth over the 2020 fiscal year driven by the following, in land-based outright sales, we anticipate further incremental gains in attractive North American adjacencies.

We expect to maintain market-leading share positions across key foresale segments globally. In land-based gaming operations, we expect continued expansion across our total gaming operations install base, leveraging our broadening portfolio while maintaining market-leading average fee per day performance across the overall combined install base. Aristocrat's Digital, we anticipate further growth in digital bookings supported by scaling of recently released user recently released new games. User acquisition spend will continue to be allocated dynamically based on game performance, and we expect to remain between 20% and 25% of overall digital revenues. We expect the changes in our group structure to start to generate cash tax savings, which will further enhance the group's ability to invest to sustain our growth momentum and create value for shareholders.

We anticipate continuing to lift D&D investment across our land-based and digital portfolio in absolute dollar terms, while remaining broadly in line with the prior years from a percentage of revenue perspective. We expect a moderate increase in SG&A across the business as we invest in digital, data, and transformational skill sets for growth. In summary, fiscal 2019 was another year of high-quality profit growth across Aristocrat, consistent with our long-term strategy. Operating performance drove strong free cash flow generation, which was in turn invested to fund further growth and pay progressive dividends and provide significant balance sheet optionality for the future. Before concluding, I'd like to make a brief mention of the terrible ongoing drought and fires that have affected so many in the Australian community over the recent months.

Last November, Aristocrat donated AUD 250,000 to bushfire and drought relief in partnerships with Clubs New South Wales, a key customer group that represents over 1,200 local clubs in our largest Australian market. Aristocrat employees also donated funds to Food Bank and the Country Women's Association, with Aristocrat making further contributions to both charities in recognition of our own people's generosity. Our Australian business has taken a range of steps to support affected staff members, including paid leave to fight fires, the provision of counseling services, as well as providing support to our customers. We all recognize that this recovery will be a long-term process, and our business is committed to continuing to contribute to this effort as part of this community. As the Chairman mentioned, our business is increasingly focused on long-term sustainability.

During 2019, we leveraged our internal innovation platform, Think Bigger, to unearth a number of practical ideas to lessen our environmental footprint. We also stepped up our education and action across a range of issues material to our business, such as promoting responsible gameplay and improving diversity and inclusion. Striving to be a leader in responsible gameplay is something that we regard as a core obligation of our business. During the year, we launched a refreshed group-wide responsible gameplay policy to guide our efforts and made early progress on a range of initiatives. We continue to engage with research and treatment organizations, policymakers, regulators, customers, and other stakeholders to learn more about these complex issues and further improve what we do. I'm proud of our team who continue to embrace the opportunity to be thought leaders in responsibility and engage in fact-based dialogue with our customers, industry, and regulators.

The passion our people have on these issues is reflected in the employee business-led nature of our sustainability effort at Aristocrat, which I believe positions us well to continue our journey in the years ahead. This also brings me to the ongoing focus on our people during fiscal 2019. Aristocrat expanded our efforts to recruit a more diverse and first-class talent pool, including through strengthening our graduate intake program in major markets. We also made further investments in building leadership capability and launched a range of initiatives to improve our employee experience. I do want to acknowledge our exceptional team of over 6,400 Aristocrat people around the world, as well as the strong support of the Chairman and the Board, which has again been key to the progress and performance delivered over the financial year.

Before closing, I also want to take the opportunity to acknowledge our customers, whose partnership we will never take for granted. We're highly focused on bringing more value, options, and performance to our customers and to players, and to putting their perspectives at the heart of everything we do. Finally, thank you to our shareholders. I want to assure you that everyone at Aristocrat is fully focused on delivering high-quality growth and sustained performance you rightly expect from us. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you so much, Trevor. I'd like now to turn to the formal business of the meeting. Firstly, there are a number of procedural matters to which I'd like to draw your attention. This is a shareholders' meeting. Only shareholders, only holders of the company's securities, their attorneys, proxies, and authorized company representatives are entitled to vote and speak at this meeting.

Cards have been issued to each attendee, and only those holding blue shareholder voting cards are entitled to vote and ask questions. If you are here as a proxy and have been instructed how to vote, I do ask that you ensure that any vote you cast is in accordance with those instructions. We will be conducting a poll on each item of business requiring a vote. After discussion on each resolution that requires a vote, we will display proxies on the screen behind me. I now declare a poll open on resolutions one to eight so that shareholders who are unable to stay for the full meeting can vote at any time. For shareholders with blue voting cards, the voting boxes are on the back of your card.

If you do require any assistance completing your voting card, representatives of our share registry Boardroom are here to assist. Boardroom is appointed to act as scrutineers, and Lucas Jones is appointed as the returning officer for the purposes of the poll. For those shareholders who do need to leave the meeting early today, completed blue voting cards can at any time during the meeting be placed in the ballot boxes being held by staff of Boardroom at the door where you entered the meeting. I'm holding open proxies in my capacity as Chairman, and it is my intention to vote all available undirected proxies in favor of each resolution. I'd like now to move to the business of the meeting.

If you'd like to ask a question, would you please indicate to one of the attendants who will direct you to one of the two microphones that we have in the front here? I'd like you to open your question with your name and representation, if any, and I will give shareholders a reasonable opportunity to ask questions and make comments. However, I would ask that speakers restrict themselves to no more than two questions per resolution and ensure that those questions are related to the matters concerning that resolution. Once you ask your two questions, I'd then like you to take your seat, in the interest of respect for everybody else in the meeting. The first item of business is to receive and consider the financial statements for the 12 months ended 30th of September 2019 and the reports of the directors and auditor.

Please note that no vote is required on this item of business. At this stage, I would be pleased to take any comments or questions you may have in relation to the audit, the financial report, and the director's report, or in relation to Trevor's address or mine. Any questions in relation to today's resolutions, including director and executive remuneration policies, will be considered when we come to that specific resolution. I now open the floor for questions and discussion. I'd point out that questions should be directed to me as Chair of the meeting. Are there any questions?

Carol Emmott
Analyst, Australian Shareholders Association

Yes. Thank you, Mr. Chairman. My name is Carol Emmott , and I represent the Australian Shareholders Association. As their representative, I have 110,000 proxy votes from 43 proxy holders.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Welcome.

Carol Emmott
Analyst, Australian Shareholders Association

Thank you. One statement and one question. I commend the company on a very sound financial outcome and the continuing success in your digital environment. I'd like to acknowledge a few things. One is that there's now a policy for non-executive directors to accumulate a minimum shareholding in Aristocrat, that you have a 50% female representation on the board. I guess, in part because of the numerous, over 300, jurisdictions in which you operate, you are conscious of governance, risk, and compliance. I understand culture is an important aspect for you.

I note from your comments and those of the CEO that, building on progress made in 2018, further sustainability disclosures were published on your website, that you've notified that in addition to updating, expanding existing content on topics such as responsible gameplan and employee relations, you also reported for the first time on topics such as energy and environment, including climate-related issues, community and society, and ethical sourcing. I understand also that increased reporting is expected to be able to be included on energy and diversity and inclusion in the next year. Thank you for that. My question is that in relation to the majority of jurisdictions in which you operate, and also particularly the fact that the majority of your revenue is sourced from the Americas and there's a gradually increasing shareholder base overseas, what are your current intentions of where Aristocrat will list in the future? Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you. Thank you, first of all, for your comments. I think my observation around some of the sustainability work is that the organization had been doing a tremendous amount of work over a number of years, and what we needed to do was just further extend that by telling people about it, actually. I am really pleased that we have been able to get it all, get all the information together and be able to present it. This company is a lot about transparency, and we know that both external stakeholders and internal stakeholders, for that matter, really care about some of these issues, as do we. I appreciate the comments. In relation to the listing of the company, you are right.

We do from time to time, and we now have a regular item on our board work plan that goes to this same question. At this stage, though, we do not think that it is necessarily in the shareholders' best interests, and that will always be the measure. This is a move in the shareholders' best interest. At this stage, we do not believe that it is so compelling that we should really investigate, and it would be a very costly exercise. Having said that, in the spirit of ensuring that we do not miss an opportunity to add value to shareholders, we will continue to look at that issue. Thanks for your question.

Leif Abraham
Shareholders, Aristocrat Leisure Limited

Sir, my name is Leif. I am shareholder. I am surprised why you closed the toilet here with all these shareholders that have to go to other buildings. My wife has MAs. She waits herself to go while she goes to other buildings to do wee for herself. Why you close the toilet here?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yes. Thank you. Thank you. Let me firstly apologize. We are the victim of some delayed works on the, and we were assured that the works would be completed in time for this meeting. One of the results is, I think we have arranged for toilet facilities just very close by. Yes, I agree. It is unacceptable, and I apologize for that. Are there any further questions? Ma'am?

Sonja
Proxy, Aristocrat Leisure Limited

I am a proxy here today. My name is Sonja, and I'm a mother of a son who's fallen victim to the trickery of the machines you make. My son has attempted to kill himself twice. On one occasion, he was airlifted to Westmead Hospital and ended up on life support. Fortunately, he survived. A few months later, he slashed his wrist. He felt that the only way to escape the control these machines have over him was to end his life. My son I know for a fact is not the only person. There are many others like him. I guess my question to the board is, what are you doing to ensure that you minimize the harm to the players? You advertise your machines. You promote your machines as entertainment. They are far from entertainment for many, many people. Tens of thousands of ordinary Australians do not view these machines as entertainment.

The facts speak for themselves. Over AUD 6.5 billion in New South Wales alone siphoned out of the community by your machines. The other question I'd like to ask is, okay, I mean, you've got a business. You want to produce machines that are supposed to be entertaining. They're not. They're addictive. You do it deliberately to make sure they're addictive. Why do they have to be machines that are anything more than a dollar a bet? Why can't the maximum bet be a dollar if it's genuinely for entertainment? In my line of work, I know for a fact that most of the money that goes into that machine is people's wages. People come to me that have just been paid. Sonja, please, can I cash out some leave? I've just lost all my money. I've got no money to feed my family. I'm working closely.

I communicate regularly with the Liquor and Gaming Authority. My son's had counseling, life coaches, even gone to hypnosis to try and unhypnotize himself from your machines. I literally live every day in hell, not knowing is today the day he's going to end his life. You are the ones that make the machines. Surely, to goodness, you know, yeah, I know you need to look after your customers, but don't you think you have a responsibility too, to the players, the people that you're promoting these machines to as entertainment? Come and live in my world for a day. You know exactly what I'm talking about. Please just consider what your machines are doing to people's lives. The trail of destruction, it's a fact. It's a fact that your machines have created a trail of destruction to human lives. It's great.

You're making all this money. From what? From what? Destroying people's lives? Is that what we do for each other? Is that what we do to each other? Aren't we supposed to be caring for each other as human beings? Just think about what your machines are doing. I can give you plenty of evidence. Not one thing I'm saying to you today is false. I can provide factual evidence of what I'm saying is true. I live with it every day.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you, Sonja. You know, you've given us a tragic story. I have to say, you know, it's very brave of you to get up and make that comment. Let me first of all acknowledge that there are clearly situations where people can be adversely affected by excessive gambling. I think that's, you know, we understand that.

The question is, you know, what do we do about it? This organization, as I said during my introduction, this organization's been about being a market leader and being responsible in everything that we do. I can tell you that, and you've asked what are the things that we do. We have this group of people that you see in front of you who are actively involved in understanding these what are very, really complex issues. We have a, it's against the backdrop of being a more heavily regulated industry than I've ever seen before. There's lots of issues. We internally, though, have a dedicated responsible gameplay team, and their role is to keep this group and management and all of our creative people and everyone through the organization up to speed with these, you know, the issues.

What I'd like to suggest is that I'd love you to meet a couple of those people who are here with us today. You know, we can point you in the direction that hopefully would give you some support. Let me say again, it's tragic, and I think we've all had tragic circumstances in our lives. Your one is very, very tragic. Rest assured that this organization is about transparency. It's about trying to ensure that the millions of people who do enjoy the games can do so, but that we protect those who are likely or may fall into issues with excess. Very happy to introduce you personally to our people who are dedicated in this area.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Chair, Steven Mayne, I'm a small shareholder. I asked last year about whether any of the directors had met with people who've had a lived experience of gambling harm. The answers seem to be that most of them hadn't. I'm interested in hearing whether any steps have been taken over the past 12 months to actually sit down and talk to people like Sonja and Bart Sinclair, who's also here today, who was here last year, who also had a son who's lost over $100,000 to poker machines. Have you, in the intervening 12 months, have you taken the time to actually meet with people who've suffered direct lived experience of gambling harm? Mm-hmm. And a related question.

The number one book in the world on poker machine harm and addiction is a book by a New York academic called Natasha Schüll, called Addiction by Design. I'm interested to hear if any of the directors have read it. You may just put your hand up if you've actually read Addiction by Design by Natasha Schüll.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah. Just questions through me, please,

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Steven.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Through you? Yeah. Okay.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Has anyone read it?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Certainly two questions, Steven.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

I've got a few more, but if okay.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

We'll perhaps take a seat. That's why I'd like to run it. Let's take the first question about the board. I don't want to just limit this to the board. This is about board and management. It's those drivers, the drivers of the organization.

I think you made the comment that it was obvious that no one had met anybody or done any work last year. Let me tell you, that's not true for a start. Let's get it on the record right now. Answer to your question, have directors and management been introduced or had access to or understood some of the issues and the specific people? The answer is yes. The next step is to recognize, and as I said right from the outset, we acknowledge that there will be adverse consequences for some people who gamble excessively. We're not experts. We have people actually in the room who are trying to ensure that we fed up as much information as we can get.

We have, and I personally, with the CEO, have spent time in, at the University of Sydney in their brain and mind center, where in fact they do have a clinic, a treatment clinic. That gave us greater insight into this. We've got organizations around the world that are addressing these sorts of issues, in the U.S. as well as in Australia. We actively contribute to research. We work with our customers in order to help them who, of course, are the ones that are facing the actual players. We work with our customers to support them in any way that we can possibly do within the construct of a heavily regulated industry. Let me just say I can assure you, and more and more we'll be providing information.

In fact, I would encourage you, if you haven't already done so, go to our website and look at videos that we're putting up now in terms of understanding how our machines work, right? Understanding about jackpots, understanding about, you know, what's what are the odds and that sort of thing. We're it's about ensuring that people have people who, who play our games or play in the industry, and it's not just us, of course, people who play in the industry have information that's freely available, and they have an opportunity to seek help, if they need it. That's what our commitment is. That's about the sustainability of this organization long term, of course. I want to just assure you that we have an absolute commitment to being responsible in everything that we do.

Responsible gameplay, obviously, is a key platform. In terms of the book, I've read a couple of books, actually. I've read an enormous amount of material. I actually haven't read this particular book, but I'll certainly get a copy. Other questions? Yeah. Sure, sure, sure.

Sonja
Proxy, Aristocrat Leisure Limited

Sorry. I'm just curious to know that if you were to have machines or your machines were to become a maximum $1 bet, will that reduce the value of your machines?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Sorry. Would it reduce the value of our machines?

Sonja
Proxy, Aristocrat Leisure Limited

You know, you say, for example, you sell a machine for $5,000, for example.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Mm-hmm.

Sonja
Proxy, Aristocrat Leisure Limited

And if you make that machine that the maximum bet this machine can take is a dollar, isn't that gonna now reduce the value of that machine?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Oh, I'm not sure if it's, I'm not sure there's that direct correlation. Essentially, we, you know, we can't unilaterally do anything, right? Sorry. Do you want to take the time to have a chat or what?

Sonja
Proxy, Aristocrat Leisure Limited

Sorry. I'll just, I'm just really, really curious.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

We can't unilaterally change anything. We have a whole process, and I'm happy for maybe Trevor to sort of talk afterwards to you about the process or our responsible gameplay people talk to you about the process of registering and having our games licensed. It's a very rigorous process. It's not as easy to say, "We'll just switch this button and we'll do this." It's a much more complicated, much more complicated process. Of course, you know, we're driven by customers, ultimately.

Sonja
Proxy, Aristocrat Leisure Limited

With all due respect, and I don't mean to be rude to anybody, it just seems to me that, you know, the customer's greed is prevailing here. We don't want machines that only maximum bet $1 'cause we won't make enough money out of it. Can I just ask another question too, please? That's in relation to what is Aristocrat actually doing to ensure that there's no tampering with your machines to deceive people that play those machines?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah. Oh, look, I think I can give you assurance that I'm again, I'd like you to, if you please, speak to the responsible gameplay people. Trevor, would you like to, just because, you know, that's a clearly, you know, the security of our machines and integrity is absolutely sort of governed by legislation. Trevor, maybe you could just have a chat about that.

Trevor Croker
CEO and Managing Director, Aristocrat Leisure Limited

Yeah, thank you. The regulation, it's a very strict regulated regime. Right down to regulation by each jurisdiction, and each game is licensed and approved in each jurisdiction. That requires independent verification by independent test labs. It implies approval by the regulatory bodies against compliance to the standards as defined for each of those regions. The gameplay standards are all set by the regulators. Games that we put up are tested against those regulations and then independently approved, independently recommended, and then either approved or disapproved by the regulator against those standards. When it comes down to security and tampering, because of the construction of the hardware and the machine itself, it is all secured and has to have various levels of security to even be approved in the first place.

Those standards are set and measured by independent third parties and against regulations in the jurisdictions in which we produce product.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you, Sonja.

Trevor Croker
CEO and Managing Director, Aristocrat Leisure Limited

Thank you.

Sonja
Proxy, Aristocrat Leisure Limited

I'm allowed to ask, just wanna make one more comment.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Sure. Go ahead.

Sonja
Proxy, Aristocrat Leisure Limited

Just in relation to your comment about some people falling victim, can I just say it's not the minority, it's the majority. Again, I know for a fact, I work for a very large organization. I have, you know, I do know what most people earn. Between AUD 800 to AUD 1,000 a week is what the average Australian earns out there. When you look at AUD 6.5 billion pumped through poker machines, I have no doubt in my mind, from my own knowledge, that most of that money is people's wages. That in itself will tell you we're not talking about a minority.

We're talking about a significant majority that have fallen victim. All I ask is please think about the machines. I understand you're a business. I understand that, you know, you need to make money, but think of the consequences to the people that are playing the machines. You promote them and say, "This is for entertainment. We wanna make people happy. Have a fun day." It's far from fun for most of us.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah. Thanks, Sonja. Other questions?

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

Hi. My name's Bart Sinclair.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Hello. Welcome.

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

I'm a proxy voter. I'm also the mother of a son who is addicted to poker machines. I have a letter for each of the board members, which I'd really like to hand out if I could.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah.

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

If we just go ahead and do that.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah. Do you wanna take that? Thank you. Thank you.

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

My comment is that the harm minimization is the very most important thing. That's it, harm minimization. If they weren't on every street corner, that would really lessen the effect, the effects that they have on people with a pro, with an addict or on addicts.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah.

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

Victims, yes.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks, Barb. Thank you. You know, let me say it's very brave of you to sort of come forward with a personal, a personal story. I wanted to just make sure that we have a, it's absolutely in our best interest, everyone in this room, that we have entertainment-based products. We have entertainment-based, and situations where we minimize any harm to people.

We know, and as I've said, you know, a number of times already today, we acknowledge that some people will suffer from, you know, adverse consequences from excessive or problem gambling. Now, we're about having a robust industry that people can enjoy themselves without having those kind of issues. You know, we work hard with, and it's in our interest. Selfishly, it's in our interest, but I think it's in everyone's interest that we do have a commitment to ensuring that whatever we do is very responsible. Thank you. Stehen, you know, we're into your, you've had your two questions on this resolution. Are you, is it still on this resolution, or do you want to move on to something else?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

It's general business. I was hoping to ask a couple of questions. Okay. Great.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Go ahead. Thanks.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

What's our current installed poker machine base in Australia? Probably for Trevor.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I think we had this question last year. It might not have been. I think the answer is, and I've tried to find it myself, actually, the answer is that we cannot give you a definitive answer because we sell machines. Once they go out, then they're moved around. They're out of action. They're traded for another manufacturer's machine. The total number of machines is a number available from the regulator, I think. We can certainly give you that. I think in our annual report, we talk about how many machines we've sold through the year, so that kind of gives you a sense. If I gave you a number, I'd be making it up.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

All right. I mean, when you bought VGT, I think it was in 2014, you told the Stock Exchange they've got an installed base of 22,000. You come up with a very specific number when you're doing an acquisition. I'm not asking for every last figure. Even just a ballpark percentage figure. You're the market leader. What's your market share in Australian poker machines?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Being market leader, you'd expect us to be 50% or so.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

50%. Yeah. Okay. Roughly 50%. Okay. Of the 14 billion lost on Australian poker machines last year, probably about half of that was through our machines. Probably about 7 and probably about 7 billion a year is being lost by Australians gambling on our Aristocrat poker machines. We've got about 100,000 of the 200,000 in the world's most saturated poker machine market. Is that right?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

It's your arithmetic.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

You said you've got about a 50% share. 50% of the revenue of the losses is 7 billion.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I, how would I know? How would you know, frankly?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Anyway. There was a report on the ABC the other week that there's a Clubs New South Wales board paper that was leaked saying that an estimated 90% of clubs in New South Wales, our partners on drought relief, are non-compliant with money laundering legislation. I was wondering, are we comfortable with supplying small clubs run by volunteer boards with our highly addictive machines, which apparently are being used by drug dealers a lot to launder money? Are we comfortable dealing with these clubs if 90% of them are non-compliant? Can someone explain, can you hear from Trevor on this?

Why in New South Wales do you need to be able to load up AUD 7,500 of cash into a machine, which is the world's most sort of out-of-control machine, whereas in South Australia recently, it was still only coin-operated? Now, apparently, the billion dollars that's lost each year in Canterbury Bankstown and Fairfield, just two councils in Western Sydney, a billion a year, apparently quite a lot of that is money laundering. Everyone seems to know it, apparently. Do you have a view on that? Is that true? Is there lots of money laundering going on through our machines? Why do we design a machine where you can load up AUD 7,500 of cash, which seems to be a welcome mat to drug dealers trying to wash their dirty money?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

You wanna take it?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

How's that fun?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I mean, okay. Maybe you can give some, some, like, you know, clearly, this is a, you know, an AUSTRAC matter that, you know, we can't even begin to comment on. We don't know. Are we, are we, want, do we wanna have partners that are responsible? Yes. Do we wanna help partners who need help? Yes. Trevor, do you have any kind of insight? Because, I, you know, you've made some assertions, Steven, that, frankly, go beyond where, you know, our involvement. Is there anything you wanna add, Trevor, or?

Trevor Croker
CEO and Managing Director, Aristocrat Leisure Limited

Yeah. Yeah. Thanks, Chief. Thanks, excuse me. Thanks, Steven. First of all, I mean, the industry's highly regulated. People that have gaming machines have to go through probity. They have to go through various levels of approvals by regulators. That's independent. We don't determine who our customers are.

Our customers are determined by the various regulator bodies that allow them to provide alcohol, that's by whatever, to provide a license. That is actually determined by the industry itself. So we provide product to those people that wanna put product onto their floor and use it. As far as the amount that can go into a machine, again, we make to the standards of the market. That is the standard and the regulatory standard required in New South Wales. We make all of our games to the standards in the markets in which we participate. It's a highly regulated industry. The rules are set. We make games to make sure we comply with all those regulations.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you. Okay. Let's move to the first of our resolutions. Today we have four resolutions relating to director, three re-election, and one first-time election. Resolution one is the re-election of Kathleen Conlon as a director. Kathleen was nominated to be elected as a director in the company in January 2014 and appointed effectively February 2014. Biographical details for Kathleen, including relevant qualifications, skills, and experience and other directorships, are set out in the notice of meeting. Kathleen is the Chair of the People and Culture Committee and a member of the Audit Committee. Kathleen's re-election has unanimous support of directors. Before I take any questions in relation to this resolution, I'd like to invite Kathleen to address the meeting. Thanks, Kathleen.

Kathleen Conlon
Non-Executive Director, Aristocrat Leisure Limited

Chairman, and thank you, shareholders. I appreciate the opportunity to put myself forward for re-election.

I've been on the board, as the Chairman said, for six years, which has been a very interesting six years in terms of, you know, we made the VGT acquisition, which allowed us to diversify in the United States. We've made the digital acquisitions, which have allowed us to diversify into new entertainment areas and have made me a little bit more cool with my children, because I actually like playing these games. I'm really excited about where we are in terms of being a global company, having some pretty amazing talent, having some of the best designers in the world, and the ability to scale. I really look forward to having the opportunity to continue to grow the business, you know, as we expand what we do and become more and more digital and mobile. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks, Kathleen. Is the re any discussion in relation to this resolution? Please come forward if you have a question. Can I just ask if any other questions at all? Okay. Sorry, Steven. Come on.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Okay. I'll be voting in favor of Kathleen's election. We're strictly wearing a shareholder hat. The stock's gone from AUD 8 to AUD 37 since the first of those acquisitions. They've been amazing acquisitions. I think Aristocrat is now the second most valuable gambling company in the world after Las Vegas Sands. Is that right? Second most? It's worth more than Tabcorp Crown, and The Star combined. I mean, it's just been an amazing success story for shareholders, now worth AUD 24 billion. It's an amazing earner. Kathleen, you'll be the longest-serving director with Steven's retirement today. You'll be the keeper of the board's corporate knowledge.

I'm keen to hear from you before we vote on you today about the journey that the board has been on in terms of responsible gambling and product design, and gambling harm. We haven't heard, in my view, nearly enough from the Chair or the CEO today about the elephant in the room, which is, the addictive nature of our machines. Are they sustainable? When this company talks about sustainability, you need to talk about the sustainability of a gambler who loses everything. You need to talk about the sustainability of a market, Australia, where gamblers lose AUD 25 billion, the worst in the world. Is that sustainable? New South Wales, here in Sydney, the highest gambling losses in the world per capita in this city. Is that sustainable?

Specifically, how have you, as a director, been involved and been knowledgeable about our company's lobbying, very strong lobbying, particularly with Clubs New South Wales, to prevent any meaningful reform to reduce harm and make the machines less addictive, to fight the $1 bets, to refuse to supply Coles with $1 maximum bet machines, which they asked for during your term on the board, and your board refused to supply Coles with a product they asked for? What other supplier refuses to give Coles what they want? You did that. This board did that. Why did you do that? Why do you continue to do that when our products are addictive, we're being very irresponsible, and our business is not sustainable based on the enormous harm we're causing to gamblers?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

You have asked that question through me, Steven, of course. You made a few comments before I do pass to Kathleen. You made a couple of comments about you've not really heard enough. You and I had an exchange, an email exchange maybe four or five weeks ago. I offered at that point to meet with you subsequent to this meeting because we could not arrange it. That offer is still open. I would very much contest the fact that we are not doing enough and that you have not heard enough. As I said, we have things on our website, such as videos. We have a whole range of things that we are doing. Of course, your comment about sustainability is right. We need the vibrant industry for us to survive and thrive, right?

There is no question about that. We totally reject any suggestion that the EGMs are deliberately addictive. We totally reject that. In fact, we know that is not the case. In terms of your comment around an individual customer, who, as I understand, did request a review or a trial of a maximum bet, as you have described, this was one customer. As I described before, for us to unilaterally, even with one customer, make changes that would have to go through regulation and a rigorous checking, would just be very difficult to do, right? It is not to say that we are not responsive to our customers because we absolutely are. That particular customer obviously has now moved on, for whatever reason.

We have a great record of testing new aspects of machines in field as well, which, Trevor, I think we're one of the only companies in the world that would actually do that. It's absolutely, I totally reject your proposition that we don't do enough or we don't do anything, which is the proposition that you're putting. You might think that I'm a little bit passionate about this, Steven, and I am, because what I see every day is a group of people who absolutely are focused on the sustainability of this business and being responsible in what we do. Kathleen, would you like to make some comments?

Kathleen Conlon
Non-Executive Director, Aristocrat Leisure Limited

In my time on this board, and I might just by context, I was born in Nevada and actually grew up in a family of very responsible gamers. That's been my experience with that. I have talked to people in different situations as well. I think it's really important that as a company, we are, I think, leading the industry in really taking regulation and compliance seriously, in every jurisdiction that we operate in. Australia is only one of the many jurisdictions that we operate in. I ask the question whenever I go into a customer, I ask them the question about what they're doing about responsible gaming. I ask them just this week about, you know, what they're doing about AUSTRAC and ensuring that, what they're doing to help people who are harmed.

That is something that I do think is really important. If you look at other elements of what we do, there are, for instance, in the tribal, all of the money that goes into gaming actually goes into the community to provide healthcare and education and those other things. It is something that we as a board talk about. We invest in. We work with our customers. Most important, we absolutely operate as high standard as possible in the regulatory environment. As that regulatory environment shifts, which we do see it shift in different places at different times, we are there responding, and we are there providing information and data and research as Neil just talked about. I do take it very seriously, and it is something that we continue to ask about on a regular basis.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks, Kathleen. The proxy receipts in relation to this resolution are shown on the screen behind me. I now move that Kathleen Conlon be re-elected as a director. Resolution two is the re-election of Sylvia Summers Couder as a director. Sylvia was nominated to be elected as a director of the company in August 2016 and appointed effective September 2016. Biographical details of Sylvia, including relevant qualifications, skills, experience, and other directorships, are set out in the notice of meeting. Sylvia is a member of the Audit Committee and the People and Culture Committee. Sylvia's appointment has the unanimous support of directors. Before I take questions in relation to this resolution, I'd like to invite Sylvia to address the meeting. Thanks, Sylvia.

Sylvia Couder
Non-Executive Director, Aristocrat Leisure Limited

Th ank you, Neil. Good morning, ladies and gentlemen. I joined the board three years ago. The company has changed, I mean, drastically ever since. I wanna say a few words about something that you probably never hear, and that is, as the company was expanding in its market and growing into this new market, digital market, it did an incredible thing of investment on its people, engineering processes, which the aim was to improve time to market and the respect to all those regulations we're talking about, information systems, cybersecurity, quality and risk management. Since my background is in technologies and systems, I've focused heavily my attention on those things over the last three years. As we created, launched the Strategic Risk Committee, which again has a lot to do with the discussion we're having right now and other things, it moved to the full board responsibility, and I'm part of those two committees we're talking about.

I believe in this company. I believe in the decency of the company. I've heard what you said was very tragic. I'm meeting with those people who really do believe in responsible gaming and doing the right thing for the world and for the company. At the same time, because we travel a lot as customers, I'm meeting with all those people who are enjoying themselves and being responsible about gaming within their means. I'm very touched by what you said, but I'm also proud of this company. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you, Sylvia. Is there any discussion on this resolution? Yeah. Sonja.

Sonja
Proxy, Aristocrat Leisure Limited

Sorry. I appreciate what you're saying about, you know, technology and what have you. My question is, with the machines and the support from Aristocrat wanting to make sure that we minimize harm, etc., is, is there any way that Aristocrat, being the biggest, largest, so powerful, can be a little bit more forceful in things such as, say, can we support regulations in place? We've got what's called the Self-Exclusion Scheme. I'm sure you're aware of that. Can I honestly say, in my, my own personal opinion, it's the greatest facade, the biggest joke that's, that's, that's ever been put out there. My son has excluded himself from hundreds of venues. He's actually gone past the limit. You can only do 35 at a time. Don't know why. And then he's gone past the absolute maximum to the point where the council has to ring and get it lifted so he can exclude himself from more and more.

Can I tell you these venues continually not let him in, welcome him in, offer him drinks, have a chat to him? I have complained. I am for months and months and months, I'm in regular contact with the Legal and Gaming Authority, reporting this to them over and over and over again. Very rarely, very rarely is there any place that will do anything about it. In fact, reported again to Liquor and Gaming, my son was on a machine one day. I'll just give you an example. He's excluded from that club. The security guard and the manager were standing close enough to him for him to hear what they had to say. The security guard says to the manager, "This guy's excluded. Should I ask him to leave?" "Oh, no. Leave him there for a while." "He's right." That's the response.

What is Aristocrat doing to put pressure to ensure that the integrity of the machines and what you say your business is all about is actually carried all the way through to the players? That people that have put their hand up and said, "Please exclude me." My son actually prepared a letter. He was that desperate. Prepared a letter, took photos of himself, shaved his beard without a beard. The whole works. He's got tattoos. He's got tattoos on his face. It is impossible to miss my son. Impossible. You'd have to look at him twice. How many people will have tattoos on each cheek? Massive tattoos, neck, arm. You can't miss him. Yet they wanna tell me that they didn't notice him. Didn't notice him. And time and time and time again, he's allowed into venues. Yeah. Who cares? Who cares?

They'll stand there and watch him when he's lost all his money. "Oh, excuse me, sir. You're excluded. You need to leave now." "I've been standing here for the last hour pumping all my money in. You didn't notice me. Only now you've noticed me 'cause I've got no money left." What is Aristocrat doing to ensure that this so-called integrity is carried all the way through? People put their hand up. Like that letter that my son prepared, pleading with them, explaining to them. I've tried to call myself twice. And he's explained to them, and he said, "Please, you know, I mean, my mother's all I've got left. My father's passed away. Mum's all I've got left. Mum's almost lost her house. I've borrowed that much money on my home. I'm 58 years old in a couple of weeks' time.

I work so damn hard, and I have to keep borrowing money 'cause I'm scared that if I don't give my son money, he's going to commit a crime. Which is what happens to a lot of people that fall victims to your machines. They commit crimes and end up in jail. I know that for a fact because at work, we've caught people out stealing from the company to feed their gambling habit. It's not like I'm making it all up in my imagination. I've borrowed tens of thousands of dollars. I'm pulling money out of my super to rescue my son every time. I'm on the verge of losing my house to try and help my son. I get help from nobody. Everywhere I turn, I just get all these, "Oh, regulations. Oh, we're, we're restricted by, by legislation. We've got," sorry?

Where's the care factor? Where's the care factor? Please, think carefully. What else can you do? You're the biggest. You're powerful. You're making plenty of money. Surely you can put a bit more pressure. Surely you can have a bit more influence over the policymakers and consequences. When there's no consequences to the pubs and clubs, what would they care? "Hey, come on in, mate. No worries. You're welcome."

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Please. Thanks. Thank you. Can you do something? Yeah. Thank you. Look, can I just answer the appreciate your comments, but, you know, I'd really encourage you to speak to our responsible gameplay people, who can give you much more insight into what we're doing at the detail level. So, sir.

John Daly
Shareholder, Aristocrat Leisure Limited

My name's John Daly. I'm a shareholder.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Hi, John.

John Daly
Shareholder, Aristocrat Leisure Limited

I understand the tragic circumstances you're going through, but I don't think it's the responsibility of Aristocrat to be policing what happens in clubs. It is a regulated body. The clubs and the Clubs New South Wales, they have the authority to have these machines, and it's their responsibility to police who come into their clubs. I don't think Aristocrat have that responsibility. They sell the product. It's up to the user of the product to see that it's used correctly. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks. Thanks for the comment, John. Technically, you're absolutely right. However, it doesn't stop there. You know, we live in an industry, in a sector, if you like, where we need to work with others to get the best outcomes for every participant.

That includes, you know, the clubs and pubs, and that includes the people who participate in whatever they do in those clubs and pubs. You're right, but we also have a broader obligation, and they're the things that we're actually doing to fulfill that obligation. Thank you.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Stephen, to pick up on that, we proudly don't make any political donations at this company. I think the way it works, if you're gonna be brutally honest, is that we rely on the clubs and the pubs to do most of the heavy lifting for us. The gambling industry's been giving about AUD 3 million a year the last few years to our duopoly, the Liberal Labour duopoly in Australia. AHA the most, but Clubs New South Wales always big, six-figure numbers, and they're buying access.

They're buying influence, and they're keeping the political parties onside, supporting the world's greatest per capita gambling losses. Now, it's all very well for us to say, "We just follow the regulations." But you directly lobby to keep the regulations as slack as anywhere in the world. In New South Wales, before every election, Clubs New South Wales sits down with the Liberal Party and negotiates a memorandum of understanding which prescribes machine design issues which you're involved in, machine design, maximum bets, jackpots, all this stuff in a written signed agreement that locks them into not changing a thing for the next four years. You must be involved in that because they're getting into machine design arguments.

No other industry negotiates the next four years' worth of taxes, regulations, product design before the election in a written agreement and then banks a six-figure check from the other party on the way through to help fund their campaign. It's disgraceful influencing and rent-seeking, cash for access. I suspect the board sits there and says, "Oh, I don't know anything about this. It's just all the clubs and pubs, Mr. Daly. It's all the clubs and pubs. We're a 50% supplier. AUD 7.5 billion has been lost on our machines. We're a AUD 24 billion company. We are the biggest single beneficiary of this regime. The biggest single beneficiary. The Ainsworth family are worth AUD 4 billion-AUD 5 billion now. They still own more than 10% of this company worth close to AUD 3 billion.

It's been an influencing regime, buying, accessing power, keeping the legislation pro-Pokies, and slaughtering the community. I'd like to hear, Sylvia, whether you're actually gonna do something about it this year as a director. Are you gonna read Natasha Schüll 's book? I mean, I've got the chairman telling me that he absolutely knows they're not, not, not made to be designed when the number one academic in the world on this topic who's written a whole book explaining how they are designed to addict, and he hasn't even read the book. Can you give us an undertaking you'll read the book, and you'll be informed, and you'll take this regulatory issue seriously and the political influencing which this company does in a massive scale but using the pubs and clubs to do your dirty work for you?

Sylvia Couder
Non-Executive Director, Aristocrat Leisure Limited

Okay.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Sylvia, Sylvia, just, I, I, and I think, you know, I'd like to just address the donation piece before Sylvia talks about, you know, having read it or not read a, a book. It is true that we have, we do not make political donations. It is also true, despite, I think, the inference you were making, that we direct clubs or the Clubs New South Wales to do certain things. That's not true. We don't direct our, our support of that organization is not conditional on any passing on of donations to any political, political party of any sort. My experience, again, and you, you know, you've got the benefit of me being fresh here. I've met the people at, of, of, Clubs New South Wales.

Whatever you say, when I saw the work that they did around the bushfires, I was very encouraged by the fact that we were very supportive of what they were doing. Right? We have a number of clubs that are in the zones where bushfires were threatening. I think we actually might have lost one of the clubs burnt down. They do some, some you've painted them as evil. I can tell you that some of the things that I've seen that they do is something that we should be very supportive of. Sylvia, would you like to talk about your reading?

Sylvia Couder
Non-Executive Director, Aristocrat Leisure Limited

Yes. The question is, will I be reading the book you recommend? I certainly will take a look at this book. What I can tell you is that right now, I am getting more and more aware of what's going on. I'm also reading books which can be more action-oriented. What should we do? How should we behave? When it comes to meeting people, because on this board, we do meet with a lot of customers, and we do go across all of those, clubs and casinos, and we talk to the people who are playing. Trying to get a sense for what's going on and the impact. The good. And the very bad. I'm very sorry about that. There are some good things going on with those people. You know, I travel in the U.S., and I see some people, some older people getting together, having a drink of wine and playing for 10 minutes. That's their social life.

I understand, and I'm hearing all you're saying. I think we are a board of decent people. I think we're running a business, and we're doing it as well and as consciously as we can. There is some good also in that.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks, Sylvia. Proxies in relation to this resolution are shown on the screen behind me. I now move that Sylvia Summers be re-elected as a director. The next item of business is the re-election of Pat Ramsey as a Director. Pat was nominated to be elected as a director of the company in September 2016, and he was appointed effective October 2016. Biographical details for Pat, including relevant qualifications, skills, and experience and other directorships, are set out in the notice of meeting.

Pat is the Chair of the Regulatory and Compliance Committee, a member of the Audit Committee, and if re-elected post this meeting, will assume the role of lead US Director. Pat's appointment has the unanimous support of directors. Before I take any questions, I will ask Pat to say a few words. Pat?

Pat Ramsey
Non-Executive Director, Aristocrat Leisure Limited

Thank you, Mr. Chairman, and good morning. Good afternoon now, ladies and gentlemen. It's an honor to appear before you for the re-election to the Board of Directors of Aristocrat. I'd like to give you a brief summary of my background first. I've spent the last 18 years working in the casino and gaming industry and in numerous, all around the United States. I began my gaming career in casino operations where I worked in various markets from Illinois to New Jersey to Nevada.

That allowed me the valuable opportunity to really understand the industry, from different market perspective and different experiences and products as well. I think that's valuable for Aristocrat. My work experience on that side of the business was all around finance, marketing, and operations. Twelve years ago, I left operations to join a small, struggling, publicly traded manufacturer named Multimedia Games, which had deep roots in the US tribal gaming markets. I was the CEO and director of that company during its successful turnaround and eventual sale in 2014. I've been associated with Aristocrat for four years now. I joined the company briefly as the Chief Digital Officer, before transitioning to the board over three years ago.

As a resident of Las Vegas, Nevada, I am passionate about this industry, and I'm passionate about continuing to strengthen Aristocrat's global leadership position through my work with Trevor, the Board of Directors, and the very talented group of people across the globe who work for Aristocrat. Thank you for your consideration. I do wanna add that, because my background is a little bit different from what you've heard, I've been in casino operations, and specifically to your tragic stories. I will tell you, I don't enjoy hearing those. They're sad, and they are tragic. As an operator, I can assure you, I was part of a global company that took self-exclusion very seriously.

That example you gave was appalling to me to hear that a security officer would say, "Keep playing or let this person play." As the Chair of the Regulatory and Compliance Committee, certainly, the standard is we have to follow the rules and regulations all around the globe, right? I would also say, as a board member and as a part of this team, it's important that we set a culture to support responsible gaming as well, which is what we're trying to do, more and more. I feel that more and more over the last four years with this company. I would hope that, of course, if there's an operator that's breaking the laws or rules, we wouldn't be allowed to outsell products to them.

But going above and beyond that, I would hope we would have our employees speak up and talk, and we would be able to have open dialogue to say whether or not we can, but whether or not we should. That's the kind of company we are. I just wanted to proactively address that with you. I'm telling you to relax. Thanks, Pat.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Any discussion on this item? Sure.

Sonja
Proxy, Aristocrat Leisure Limited

Sorry. I just want to clarify earlier, and I'm not sure if I've been misunderstood. I understand that it's not your direct responsibility to make sure that your customers do the right thing. That doesn't make sense for any business. But there is an obligation. I appreciated your response to say, "Yes, but we still take that obligation, and we do like to go that step further."

Pat Ramsey
Non-Executive Director, Aristocrat Leisure Limited

Mm-hmm.

Sonja
Proxy, Aristocrat Leisure Limited

You know, what I was asking was, is it possible, being so big and powerful, that you can put some pressure on the policymakers or whoever it is to ensure that there are consequences when people are breaching, you know, the venues or whatever are actually bre there are no consequences? My, my son, he's friends with security guards. They say to him, we say to the manager, "Oh, these people excluded. Oh, don't worry about it. Let them in. We need their money." This, this is, is happening. This is for real. That's actually what's happening on a regular basis. Hence why I say the self-exclusion scheme is a joke.

My question and my plead to you all is, please, can you use your power, being such a big organization, to put a bit more pressure on the policymakers to make sure that they're actually taking minimizing harm seriously? Please.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you. You have a question, Steven, on this resolution?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Yep. I probably would've had a few more in general business, Chair, but you did do the two-question limit on general questions, which I haven't seen in a top 20 company before. Some of these may not be specifically related to Pat, but I'll try and make them so they are. On the regulatory piece, I think you need a director who's based in Australia who becomes the sort of regulatory responsible gambling champion on the board. That might be you, Chair.

I think having someone in Vegas who's in charge of Aristocrat's Aussie regulation, sort of oversight, I just think, frankly, it's too removed. There's a big issue here. We're the world's biggest gamblers per capita. This is your home base. You need someone on the board who steps up and says, "Yep, I will talk at next year's AGM about the Aussie regulatory and responsible gambling issues rather than a US-based Vegas resident." As the head of the Regulatory Committee, Pat, I'm interested to hear your views on how exposed we are to a ban on credit cards, particularly with our digital business. The U.K. have just banned credit cards. You can't use them in clubs and pubs in Australia, but online, I'm guessing quite a large slice of that AUD 1.2 billion in revenue that Trevor mentioned is gonna be people on credit cards.

What is the regulatory exposure we have to regulators anywhere saying you can no longer borrow to play on Aristocrat's 1.0 digital, social games? I'll ask a couple more questions, and then I'll sit down and let you answer them all. As a tech expert, I'm also keen, and this might be one for Trevor as well. Between Google, Apple, and Facebook, I'm interested in a comment as to which is the most important for us. They are the big tech giants. Everyone talks about how they're really exposed to policy changes by the tech giants. How gaming-friendly are those three companies? How do you rank them in terms of they're great for us, we rely on them, or they're hostile and they keep banning our products? You know, we need their support.

Give us a summary of how you feel that support is coming through. Finally, on the regulatory question, Trevor in January has just stepped up to be the new chair of the American Gaming Association, which is basically the casino lobby group 'cause they do not have clubs and pubs Australian style, and only we have the 5,000 clubs and pubs model in the U.S. It is more about casinos. Trevor, you are the chairman of the board. You have got 42 directors on the board. Why have you taken up that post when you should be running Aristocrat? You know, you are now sort of the chief spokesman, lobbyist for the entire American casino industry when you are meant to be running our public company. Why did the board let you do that? I notice you have made some public comments about pioneering more responsible gaming.

Maybe talk about that and the regulatory piece as to how you two see American regulation, you as the head of our Regulatory Committee and Trevor as the chairman of the American Gaming Association.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Let me, let I think you've got three questions there. The first, the first question around, the appropriateness of, Pat being head of the, the Regulatory and Compliance Committee. We have, some, I think, Pat, it's, something like 330 different jurisdictions that we are registered in. Clearly, the largest market for us is in the U.S. We have many, many more regulators in the U.S than we do in Australia. We think it's very appropriate that Pat does head that committee, particularly given his skill set.

In Australia, of course, we have other directors on the board, so it doesn't all fall to a chairman of a committee. We all participate in our regulatory obligations. We think absolutely it's the right place for Pat. I have to say that he's led that with great distinction in the last, certainly since I've been involved with the company. I'm not sure, but I think you made the leap to using credit cards on our digital. I just wanted to make it very clear that we don't do real money gambling online, so as a casual games, right? I'm not sure what the point was there. Let's go to, maybe Pat, would you like to answer the question on platforms? Or probably actually Trevor's a better yeah.

Pat Ramsey
Non-Executive Director, Aristocrat Leisure Limited

I have a brief stint as the Chief Digital Officer, but probably Trevor is more, is better prepared for that. I think. Yeah. I, I, I don't, I won't steal your thunder. Google, Google, Apple, and Facebook are all very important partners for us when it comes to our online gaming, but Trevor can answer that.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Just before you do, Trevor, platforms, Trevor will talk about. Perhaps as an introduction into the American Gaming Association, which the board, by the way, is very supportive of, of Trevor being involved in that association given our leadership. We think that there's an opportunity because the U.S. sector is very, very fragmented, and we think that bringing a focus to things like responsible gameplay, which Trevor is, is beneficial to the industry. We are very supportive. Maybe, Trevor, you can talk about both the platforms and what AGH is doing.

Trevor Croker
CEO and Managing Director, Aristocrat Leisure Limited

Yeah. Thank you, chair. Thanks for the question, Stephen. First of all, the platforms are platforms. They're just a distribution device. It's a way of providing content. And, you know, as you know, some of those platforms are expanding over time. From our perspective, we're taking a proactive approach with the platforms. They recently raised their age verification to 17 plus. We actually use 18 plus proactively in our apps. And are looking to continue to advocate to continue to raise those standards on the accessibility to product from the platform point of view. I won't go which one is more important or not. It is about platform.

It's a distribution model and a way the way that we produce product and distribute product out to consumers. From an AGA point of view, AGA is an important association because it has, like the AGC in Australia, it has operators, manufacturers in the same room discussing industry issues. I think that's an important part of how we have some of the conversations we're talking about today. It's not a manufacturer's issue. It's not a customer or operator issue. It actually has a broad church and has everybody from an industry point of view in that room, including independent test labs and other aspects. That's an important thing in my mind as to how do we as an industry association take a responsible approach to leading the association over the long term. I have made statements about responsible gaming.

I do see it as an important aspect of what we can bring to the industry in North America. It's a proactive way of working with customers and with industry to be successful longer term.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks. Thanks, Trevor. The proxy is received in relation to this resolution on the screen behind me. I now move that Pat Ramsey be re-elected as a director. Resolution four is the election of Philippe Etienne as a director. Philippe was nominated to be a director-elect of the company in October 2019 and appointed effective November 2019, subject to shareholder approval. Philippe is an experienced international executive with a strong strategic background, being a former managing director and CEO of Innovia Security Proprietary Limited, a global disruptive technology company.

He held a range of senior positions with Orica Limited in Australia, the U.S., and in Europe, and has extensive governance experience as a company director. Full details of Philippe's qualifications and experience are included in the notice of meeting. Philippe is a member of the Regulatory and Compliance Committee and a member of the People and Culture Committee. Philippe's appointment has unanimous support of directors. Before I take questions, I'll ask Philippe to just say a few words to the meeting. Thanks, Philippe.

Philippe Etienne
Non-Executive Director, Aristocrat Leisure Limited

Thank you, Chairman, and good afternoon, ladies and gentlemen. I'm extremely honored and excited to present myself for election to your board. As mentioned, I spent almost 25 years with what started as ICI Australia and became Orica Limited.

The second half of that was all involved in what initially was the Explosives Group and then became the Mining Services Group. In the U.S., I was global head of strategy and planning and then global head of manufacturing and supply chain. In Germany, I was managing director of Europe, Middle East, and Africa, and also chaired joint ventures in some pretty exotic and challenging locations, including Estonia, Kazakhstan, Turkey, and Russia. I returned to Australia when I took up the role of global CEO of the Mining Services Group. In 2010, I was asked by the shareholders of what was then known as Securency, and they were the Reserve Bank of Australia and a British polymer company, to lead the ethical and strategic resurrection of that company following a very high-profile bribery and corruption scandal.

I'm pleased to say that four years later, the company secured the first-ever contract to supply polymer banknote substrate to the Bank of England for their new 5 and 10-pound notes. A pretty strong endorsement of the ethical turnaround of the company and also of the wonderful Australian-developed and invented polymer banknote substrate. Sorry. These days, I sit on the boards of Cleanaway Waste Management Limited, Linfox Corporation, and I'm also chairman of Quantum, which is a bulk liquids logistics company owned by a number of long-haul infrastructure funds. In my brief involvement with your company so far, I've been extremely impressed with what I've seen, not least the rigor of the regulatory environment in which this company operates, but also Aristocrat's leadership in that and many other areas, and also by the extraordinary passion for people, customers, and excellence that I see throughout your company.

Although I don't have a gaming industry background, I believe that my experiences in international markets, in highly regulated industries, in disruptive technologies, and in driving ethical and cultural excellence are all relevant to Aristocrat. I'm very keen to contribute to the endeavors of your board if you support my election. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks very much, Philippe. Is there any discussion on this particular resolution? If you have a question, please come forward.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

I guess, Philippe, it's a bit like how disappointed I was when I saw that Neil was joining this board. Neil's one of the smartest guys in Australia in the corporate world, and he'd never been involved in gaming. I was really disappointed when he agreed to lend his good name to this company given the harm that it causes. My question for you is, why'd you do it as well? Would you serve on the board of a tobacco company?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Yeah. Philippe.

Philippe Etienne
Non-Executive Director, Aristocrat Leisure Limited

Yeah. Sure. I've not been asked to join the board of a tobacco company, but if I were to be asked, I do what I do with any potential board appointment, which is, do my due diligence and judge the opportunity on its merits. The industry in which the business operates is one element, but there are many others. Its agenda, the quality of its team, are amongst those. I can't answer your question because I haven't been put in that situation, and I haven't done that due diligence. I joined Aristocrat for a number of reasons.

I think it's a very exciting company, in terms of what it's trying to do technologically, how it's addressing its growth, its morphing into other sectors. I've been, and I was during the due diligence, I was extremely impressed with the dedication and not only conceptual dedication but practical efforts going into encouraging responsible gameplay. And my attitude is always I'd rather make a contribution, a positive contribution from inside than no contribution at all.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks, Philippe.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

That's, that's very encouraging. A couple of procedural issues. There was 10% against on Pat's re-election, which is bizarre 'cause I don't think any of the proxy advisors were going against Pat. Is that right?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Stephen, Stephen running, a different resolution.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

No, no, no.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I'm happy to give you an answer to that. Yeah. Okay. Maybe afterwards.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

It is related to Philippe. I noticed there was 6% against Kathleen, which also seemed pretty bizarre given she's independent, the company's going well, etc., etc. I wouldn't mind if we, and I know ASA practices for the proxies to be displayed before the debate. If there is a big protest, you can ask the question, what's going on? Is it possible to get the proxies up here?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

No. We'll follow the procedure.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Okay. All right. Can you give us any insight as to who's voting against? Is it the Ainsworth family making trouble or, I presume it is 'cause I can't see why any institution would be voting like this.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

That's your question? Or

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

It's one of them? Let me finish. Finally, when you do the notice of meeting, can we get the age and the city of residence included? You remove the age when the previous chair hit 70. He did not want people to know he was 70, so you stop disclosing directors' ages. It is best practice. It is in the ASA guidelines. Can you tell us the ages of the directors? I mean, you are a very diverse group. I presume you are in Melbourne. Yeah. It is just so you can assess what the composition is next year.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Okay. Can you just do that? Yeah.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

On the website. The final comment is the ethical turnaround here is much bigger than Securency, in my view. I wish you the very best of luck. Securency was bribing a few people with facilitation payments to win commercial contracts. This company's products are causing hundreds of people to suicide. There is enormous harm. You have got a massive challenge. I wish you the best in turning it around and turning this company into a force for good, not just hiding behind clubs in New South Wales and the AHA, cons-preserving the world's worst and slackest regulatory regime in Australia, delegating harm on people like Sonia and everyone else.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thanks. Thanks, Stephen. I think it's useful for you, for shareholders, to understand the process we went through with Philippe. We ran a formal process, in line with the sorts of skills that we laid out, which are all listed in the annual report. We had a very large number of people who were exceedingly interested to join us. We were very fortunate that Philippe was someone who, you know, had an interest.

The regulatory requirements of a director and any of our senior executives is enormous, right? And I've personally been through it. I know Philippe's been through it. Personally, I think it's a good thing. It is very, might I say, very time-consuming and, somewhat for a private person like me, it's very intrusive. I think it's for the good of the industry that this is the sort of regulation that we have in order for people to be involved in companies such as this and companies in the industry. We're delighted to have Philippe, or, you know, he's already made a terrific contribution. I just encourage directors to be supportive of that. The proxies received in relation to this resolution are shown on the screen behind me.

If we're being judged by the shareholders, Stephen, then I think we've got good marks. Thank you. I now move that Philippe Etienne be elected as a director. The next three resolutions relate to people and culture. Before we turn to these items, I'd like to ask Kathleen Conlon, Chair of the People and Culture Committee, to provide an overview of remuneration-related matters for financial year 2019. Thanks, Kathleen.

Kathleen Conlon
Non-Executive Director, Aristocrat Leisure Limited

Thank you, Chairman. We've instituted this a few years ago 'cause we think, you know, remuneration is an area that shareholders have a strong interest in, and we want to explain where we're at. I'll talk a little bit about the overview, and obviously, all the details are set out in the report as well as the statement of meeting.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

For 2020, outcomes and initiatives, we have a philosophy of pay for performance. I think if you look at it, if you look at the results that we've achieved in terms of the growth, both organic growth, so we've actually had significant organic growth in broadly flat markets as well as acquisition growth, which we didn't rely on. The organization's done a very good job and has been rewarded for doing that. We've also continued to listen to our shareholders and, you know, their feedback on the REM report. Are they getting the information that they need? One of the things that we got feedback was people weren't happy about us using an EPSA target because they felt that that encouraged acquisitions at the expense of organic growth. We've now changed that to be an EPS target.

We're trying to increase our disclosure across all elements, whether it be the retrospective disclosure on the quantitative SDI targets, on methodologies for target setting. We've strengthened the clawback position, and we've been receiving a lot of insight. We've also tried to add in a little bit more of the flavor. You know, there's the conversation with Carol about being, you know, U.S. and having a lot of US executives. You know, we compete in a very different remuneration structure in the U.S. where, you know, most executives in the U.S. are given shares without hurdles. We're trying to maintain that. We're also trying to look at how do we ensure that the behaviors, not just the financial outcomes, are taken into acc ount on the LTIs. That's what we do with the personal performance portion of the LTI.

We make sure that we do have a balanced scorecard and that we are managing not just the what but the how. We continue to take on feedback and continue to improve our disclosures, and hopefully, they make sense. As feedback continues, we will continue to change it. Thank you.

Thank you, Kathleen. The first of these resolutions, which is resolution five, is the approval of the grant of performance share rights to Trevor Croker, the company's CEO, under the company's long-term incentive program. The notice of meeting sets out in detail the manner in which the long-term incentive program operates and the basis for participation by Trevor.

I stress that the performance share rights will only vest if the vesting criteria are satisfied at the end of the performance period and assure you that the board sets rigorous targets to ensure shareholder value has been achieved. Please note that there is a voting exclusion applicable to this resolution as set out in the notice of meeting. Is there any discussion on this resolution? If you have a question, please come forward.

Bart Sinclair
Proxy Voter, Aristocrat Leisure Limited

Thank you, Chairman. Last year, the ASA voted against the proposed long-term incentive allocation. I note that it carried over 26% vote against. The CEO has been granted his allocations based on a face value approach, which ASA does support. The STIs can be potentially quite high, with targeted 100% and a maximum of 200%. I note the amount paid for this past year was over $2 million.

Acknowledge there is a 50% deferral on the STI payment. Half of that's for one year and the other half for two years. The STI potential is high. I also understand that may align with the advice that you receive for U.S. based people. Of course, the CEO is U.S. based, and that applies to STI and LTI pay. As mentioned, you have three performance hurdles. One total shareholder return, and that's 30%. You've got the, what will now be the, EPS rather than the adjusted EPS at 30%. Then there's the individual performance, which has a 40% component. That's over a balanced scorecard type of performance, providing the person's in the job. The hurdles that are in place, the TSR, there's 50% paid at median performance only. We'd like to see something more rigorous than that.

And, with the last component, the more individual-based component, that really has a service-based aspect to it, which doesn't align with ASA guidelines nor to remuneration generally in Australia. I know that you've made comments about your competitors in the U.S., but nevertheless, whilst appreciating what might be a U.S. remuneration situation, ASA doesn't believe it can support the incentives paid, especially related to staying in the job. Thank you.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Thank you. Yeah. Thank you for your comments. Of course, as Kathleen outlined, there's been a very rigorous process around remuneration. The structure of the CEO's remuneration was something that we've looked at probably in more detail in the last 12 months, I think, Kathleen. And we've made a few changes as you point out.

understand that ASA may have its own guidelines. The only thing that I would sort of mention, I guess, of the comments is around the service, the 40% of on the LTI, which relates to this resolution. It's not service-based except to the extent that all LTI is service-based. If you're not there in the period that it's vesting, it obviously doesn't vest or may vest in certain circumstances on a pro rata basis. Our 40% is based on individual performance. That performance, I think we've set out in the annual report in a lot more detail. I know when I went to see a range of shareholders prior to this meeting, they were very pleased with the sorts of information that we were providing. It doesn't, remuneration is one of those things that you can't please everybody, unfortunately. Kathleen, did you want to add anything on that?

Kathleen Conlon
Non-Executive Director, Aristocrat Leisure Limited

I think you covered it admirably.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Okay. Thank you. Any other commentary?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Is the protest vote on this one up or down on last year's 26%? It's down. Okay. All right. You've made some changes in your address. I know ISS went against. I'm assuming it's still double figures, but it's not as big a protest as last year.

Kathleen Conlon
Non-Executive Director, Aristocrat Leisure Limited

Yeah. I mean, again, we meet with all the proxy advisors. We explain, we continue to improve our disclosure. ISS has a philosophical belief that they will never support something that doesn't have a financial hurdle on it. You know, they understand it. They put it in the report. We then speak to our shareholders who use ISS, and we explain, and some of them go with our recommendation, and some go with ISS.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Yeah. Okay. All right. Now, look, I'm the CEO was paid $5.5 million last year, thoroughly deserved, you can argue, given the magnificent financial performance. He owns $11 million worth of ordinary shares. No clawback. He's just got them for himself. So he's probably worth more than $20 million from his experience at Aristocrat. He's doing very nicely. Do we really need to be issuing this many LTIs in one year? I mean, 145,000 of them at the share price at $37, that's $5 million. That's, that's market value of $5 million worth of free shares if he continues with the great performance. It just, for me, it just seems too large. Too many.

How much does a bloke need? The other issue is you've got a whole incentive system right through this company, which is all about making money out of gamblers and making more money and getting the share price up. Like with the banks where their bonus systems for sellers, cross-selling, and dodgy selling, they basically came a cropper because the incentive systems were all wrong and everyone was focused on the money. I want to hear what incentives or bonuses has Trevor got that are pinned on responsible gambling or are pinned on harm minimization that are pinned on non-financial things.

What is the board doing to recognize the obvious conflict of interest of a bloke trying to make more millions and the whole incentive system of profit, profit, profit, balanced against Sonja's story, the harm story, where none of you are on these incentive schemes? You're all setting the governance. What are you doing to make sure the incentive system at the employee level led by the CEO is not rampant out of control and risking the social license of the company for short-term profit, which is not sustainable long-term because they're letting it rip and causing too much harm? This is where you people are meant to be getting that balance right and recognizing the CEO's conflict of interest to maximize profits and holding him back a bit on a few things and saying, "Nah, not responsible. Nah, that's AUD 20 million of revenue.

We won't take too much harm. Nope. Let's argue for getting rid of smoking in New South Wales. I mean, ridiculous that you can still smoke and play poker machines in New South Wales, whereas you can't anywhere else in Australia, and I assume you can't in, in Las Vegas. You can. Anywhere else in Australia, you can't. It's ridiculous. You should come out and say, "Stop it." Even if it costs you AUD 20 million-AUD 30 million, it's the right thing to do. I've just never seen any example of Aristocrat doing the right thing when it comes to making a buck or doing the right thing. I think you directors need to recognize that conflict and make some changes and put his bonus at risk based on some good reducing harm measures.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I think, as a board and what I hear from the vast majority of shareholders is that the objective for the CEO is to ensure that he manages the company, firstly, for long term. Second, to ensure that we have a sustainable future. Third, obviously, and, you know, it necessarily comes into sort of shorter-term profits. We've set the discussions that we have around the table around Trevor's objectives, financial as well as non-financial. I hope that we've given you some flavor. Obviously, we perhaps haven't got through to you that culture and some of the environmental, social, and governance processes that we've got in this organization, which the CEO has an enormous impact on because he's the leader, they're up there in terms of his objectives.

In terms of benchmarking and whether we're determining the right sort of numbers, we're very comfortable that we've got the right mix. As I say, it's unlikely we will satisfy every shareholder and every proxy advisor. We keep refining. We have some excellent performance management systems in the company, and we'll continue to improve those. The proxies received in relation to this resolution are on the screen behind me. I now know that the grant of performance share rights to Trevor Croker be approved. Resolution six is the approval of the Super Share Plan, which is a global employee share program designed to assist employees to become shareholders in the company and ensure close alignment between the interests of both. The program has enjoyed a strong take-up by staff.

Today, we are seeking approval, as California law requires that plans such as the Super Share Plan must be approved by shareholders of the ultimate parent company if there are more than 35 Californian participants. As we do have more than 35 employees in California, the shareholder approval is sought. The notice of meeting sets out in detail the key terms of the plan. Please note that there is no voting exclusion applicable to this resolution. That is also set out in the notice of meeting. Is there any discussion in relation to this resolution? Please come forward if you have a question.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

I'll just keep this briefly to the process. Today's AGM has been webcast. Are you able to undertake to leave it up, leave an archive of it up at least for a few weeks?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I'll take it on notice. I can make it available.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Okay. You did last year for a bit. Can you repeat that practice last year and make sure it's available?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

If possible, yeah, sure.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Great. Thanks. Secondly, and Woolworths agreed to do this, can you also make a transcript of proceedings available? You've obviously got 28,000 shareholders. Only about 100 of us are here today. There are 28,000 shareholders who've missed out on all of this. Transcripts are far easier to read than watching through two and a half hours of video. Can you agree to make a transcript available, ideally on your website, but if not, on request? If shareholders request a copy of the transcript, that you make it available on request just so we've got a full record. Last year's AGM, there's no record. You took it down. You have left your, your, and can you put it back up, please, as well? I mean, I know, I get it that you do not want to be promoting awkward conversations. I understand the embarrassment factor. I do not want to give them a platform. I get that. It is a record of the AGM. If you do webcast it, then you should, you know, you are trying to share it. I am just asking you to make sure there is a record available, even if it is not permanently on your website, but it is available on request, rather than just take it down and that never happened, which is what many companies do after an uncomfortable AGM, when, you know, we want to be able to refer to things from last year and quote back. You know, all shareholders should have access to this sort of discussion.

Final point is, can it be back in the city next year, the AGM? Because I found it coming from Melbourne, it was, you know, three trains, and it was hard to access versus a city. I do not know what the rest of the shareholders think, but a city venue would be better. Particularly if you have people who have got lived experience, it is very triggering to have to walk through a pokey showroom if you want to talk about gambling harm. I think that you are actually excluding some of your customers by locating it here because there are some people who will not do that, who will not go into a pokey's room because of the experience they have had. Can you have it somewhere where it is neutral?

Finally, can you just reverse the proxies next year and go with the disclosure beforehand? It was a bit cute to talk about the proxy protest being down when it was marginally down at 24%. Clearly, you've got some problems with probably BlackRock and Vanguard, your two biggest shareholders on the LTI. It is just best practice to be transparent as you're claiming you are. Put them up there and let's have a discussion. It is best practice. Minor change, but I hope you can do it, do that, next year along with webcast archives, transcripts, better located AGM. Apart from that, I'm really happy.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Okay. The company secretary's made a note. Thank you. Proxies received in relation to this resolution are on the screen behind me. I now move that the Super Share Plan be approved.

Resolution seven is the adoption of the remuneration report. The annual report for the 12-month financial year ended 30 September 2019 contains the remuneration report, which forms part of the director's report and is set out and sets out the remuneration policy for the company and its controlled entities for 2019 and reports the remuneration arrangements in place for non-executive directors and executive key management personnel during that period. The vote on this resolution is advisory only. However, the board will take the outcome of the vote into consideration when reviewing, as we do annually, the remuneration practices and policies. Is there any discussion on this resolution?

Sonja
Proxy, Aristocrat Leisure Limited

Okay. First of all, on a positive note, and as Kathleen mentioned, you have made changes in the REM area, and I acknowledge that, that you've got feedback from stakeholders and transition from your EPSA to EPS hurdle with the LTIs.

introduced retrospective disclosure of the actual quantitative STI target set by the board, together with disclosure on the actual performance against those targets. You have expanded disclosures on methodologies relating to target setting, including how hurdles are set, to ensure challenging stretch stress targets, as well as how the board and the People and Culture Committee take those into account. You have also strengthened clawback provisions that apply to unvested, vested incentives and implemented a minimum shareholding, as I mentioned earlier on, for non-executive directors. However, without going into it all again, for the reasons that were raised in relation to the proposed LTI allocation to the CEO, the ASA will be voting against this motion. Thank you. Okay.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I understand. Thank you. Any other questions on this resolution?

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

Have we got a double-digit protest vote on this one?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

Stephen, I'm running the meeting with a procedure that we laid out at the start. We can never please everybody. Some people want to have the proxies before, and they get the proxies before, and they say, "Now you're stifling debate." You have it afterwards. I've thought about it, and we're going to stick with what we've got.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

I actually changed that. I actually changed that policy at the ASA when I was with the ASA. We used to say that, and we've changed our position.

Neil Chatfield
Chairman, Aristocrat Leisure Limited

That's great.

Stephen Mayne
Shareholder, Aristocrat Leisure Limited

You're breaching ASA policy by doing this. I don't know anyone who's telling you not to do it. You tell me who's telling me to keep it secret. Anyway, the other point is REM ideally should be earlier in the agenda because most companies do that because you deal with REM. If there's a big protest or big issues, then later on, you can deal with the REM committee members who've overseen the bad REM practices. To do it at the end, we've already voted for the REM committee directors, and we don't know about this protest when we've done that. Next year, ideally, do the REM items first and do the director elections last so we can be fully informed as we're engaging with the directors. My final comment is, look forward to having read the book, Natasha Schüll's Addiction by Design. For next year's AGM, we will ask you about it at next year's AGM. The final comment is, you'd mentioned the work you do with Sydney University.

I personally, and I know many in the gambling reform movement share this view, believe that Aristocrat and Clubs New South Wales have undermined the integrity of University of Sydney by giving it millions of dollars of funding, gambling industry funding, which continuously produces research, which blames gamblers and looks at gamblers and never looks at your addictive machines, which is what many people believe is the problem, rather than blaming the person. Can you maybe leave Sydney Uni alone? Stop giving them all this money. I think you're compromising them in the same way big tobacco used to pay academics to do stuff. Everyone knows it's not a good look. Can you move on from your relationship with the University of Sydney before they actually move on from you?

Neil Chatfield
Chairman, Aristocrat Leisure Limited

I totally disagree with the comments around the university. I'm sure we'll continue to disagree. Please note that there's a voting exclusion in relation to this resolution, and that was set out in the notice of meeting. Proxies received in relation to this resolution are shown on the screen behind me. I now move that the remuneration report be adopted. The final resolution, Resolution 8, is a special resolution and relates to the renewal of the proportional takeover approval provision in clause 26 of the company's constitution. As a special resolution, it requires approval from at least 75% of those casts. A proportional takeover offer is a takeover offer where the offer made to each member of the company is only for a proportion of the member's shares. The constitution currently contains proportional takeover approval provisions in clause 26. These come into effect on May 3, 2011, when the current constitution was adopted by shareholders.

Under the Corporations Act, proportional takeover approval provisions expire three years from adoption or renewal and may then be renewed. These proportional takeover provisions were last reinserted at the company's AGM on 27 February 2017, and accordingly, will cease to operate from 26 February 2020. The board is seeking shareholder approval to renew the proportional takeover approval provisions in the constitution. The proposed proportional takeover provisions are identical to those previously adopted by the company. The directors consider it is in the best interest of shareholders to renew the proportional takeover approval provision in the constitution for the further three years. The notice of meeting sets out details of the advantages and disadvantages of the proportional takeover provisions. Is there any discussion on this motion, on this resolution? Proxies received in relation to this resolution are shown on the screen behind me.

I now move that the renewal of the proportional takeover provisions be approved. If you have not already done so, I now ask you to complete your blue voting card. If you're uncertain about any of the voting procedures, please raise your hand, and boardroom staff will be pleased to assist you. Completed blue voting cards should then be placed in the ballot boxes being held by the boardroom staff at the door where you entered the meeting. The counting of the votes on the poll may take a little time. Rather than keep you waiting for the result, I propose to formally close the meeting now and leave the poll open for a further 10 minutes to enable shareholders to cast their votes. The results of the poll will be announced via the ASX as soon as they are finalized.

Fellow shareholders, that concludes the formal items of the meeting. I thank you for your attendance and now declare the meeting closed, subject to the finalization of the poll. I invite you to join us for refreshments, which will be served outside the meeting room. Please ensure that you place your completed voting cards in the ballot boxes. Thank you.

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