Aristocrat Leisure : Constitution

3 March 2017‌‌‌‌‌‌

Company Announcements Office Australian Securities Exchange Limited Exchange Centre‌‌

20 Bridge Street

Sydney NSW 2000

Aristocrat Leisure Limited Updated Constitution‌‌‌‌

Please find attached Aristocrat Leisure Limited's updated constitution which has been amended to incorporate the changes approved at the annual general meeting on 27 February 2017.‌‌‌

Yours sincerely

A Korsanos

Chief Financial Officer & Company Secretary

Aristocrat Leisure Limited abn 44 002 818 368‌‌‌‌

Building A, Pinnacle Office Park, 85 Epping Road, North Ryde NSW 2113 PO Box 361, North Ryde BC NSW 1670, Australia

Telephone [phone] fax [phone] web www.aristocrat.com

ARISTOCRAT LEISURE LIMITED ABN: 44 002 818 368 Constitution Adopted by Shareholders at Annual General Meeting on 27 February 2017

1

CONTENTS OF CONSTITUTION

1. Preliminary 2

2. Share capital and variation of rights 6

3. Lien 10

4. Calls on shares 11

5. Transfer of shares 12

6. Transmission of shares 15

7. Forfeiture of shares 16

8. Non-Marketable Parcels 17

9. Gaming Regulation - Limitation on Ownership 19

10. Alteration of capital 24

11. General meetings 24

12. Proceedings at general meetings 25

13. The Directors 29

14. Powers and duties of Directors Elect 33

15. Powers of the Company and Directors 33

16. Proceedings of Directors 34

17. Secretary 37

18. Seals 37

19. Inspection of records 38

20. Dividends and reserves 38

21. Capitalisation of profits 40

22. Notices 41

23. Audit and accounts 42

24. Winding up 42

25. Indemnity 42

26. Takeover Approval Provisions 43

Constitution of Aristocrat Leisure Limited

2

Corporations Act 2001 Constitution of Aristocrat Leisure Limited ABN 44 002 818 368 A Company Limited by Shares

1. Preliminary Definitions

2. The following words have these meanings in this Constitution unless the contrary intention

   appears:

   ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires; ASX Operating Rules means the Operating Rules of ASX; Auditor means the appointed auditor of the Company; CHESS means Clearing House Electronic Subregister System; CHESS Approved Securities means securities of the Company which are subject to the CHESS Rules; CHESS Rules means the ASX Settlement Operating Rules and the provisions of the Corporations Act, Listing Rules, ASX Operating Rules and ASX Clear Operating Rules concerning the electronic share registration and transfer system; CHESS Subregister has the meaning given to it in the CHESS Rules; Company means Aristocrat Leisure Limited; Competition and Consumer Act 2010 means the Competition and Consumer Act 2010 (Cth), formerly known as the Trade Practices Act 1974 (Cth), as amended from time to time; Constitution means this constitution, as amended from time to time, and a reference to a particular clause means a clause of this Constitution; Controller has, in relation to a Restriction Agreement, the meaning given to it in the Listing Rules; Corporate Records means:

3. all written communication to the Directors from the Company and any subsidiary including, but not limited to, monthly management reports, board papers, submissions, minutes, letters, memoranda, board sub-committee papers and other documents made available to the Directors or referred to in any of the above documents;

4. Constitution of Aristocrat Leisure Limited