Aristocrat Leisure : Notice of 2023 Annual General Meeting

Sydney, 24 January 2023

2023 Annual General Meeting (AGM) Notice of Meeting

In accordance with Listing Rule 3.17, Aristocrat Leisure Limited attaches the Notice of Meeting and Proxy Form for its AGM, to be held on Friday, 24 February 2023.

The Annual Report for the 12 months ended 30 September 2022 was previously released to the ASX on 21 December 2022.

These documents were dispatched and made available to shareholders today, 24 January 2023, and are available on the Group's website at www.aristocrat.com.

Authorised for lodgement by:

Kristy Jo

Company Secretary

Further information:

Investors:	James Coghill
	General Manager, Investor Relations
	Mobile: [phone]
	[e-mail]
Media:	Natalie Toohey
	Chief Corporate Affairs Officer
	Mobile: [phone]
	[e-mail]

Aristocrat Leisure Limited (ASX: ALL) is a leading global gaming content and technology company and top-tier mobile games publisher, with more than 7,500 employees in over 20 locations around the world. Aristocrat offers a diverse range of products and services including electronic gaming machines, casino management systems and free-to-play mobile games. The company's regulated gaming products are approved for use in more than 300 licensed jurisdictions and are available in more than 100 countries.

Aristocrat Leisure Limited. ABN: 44 002 818 368	aristocrat.com
Building A, Pinnacle Office Park, 85 Epping Road, North Ryde NSW 2113

ARISTOCRAT LEISURE LIMITED

NOTICE OF 2023 ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT

FRIDAY, 24 FEBRUARY 2023 AT 11.00AM (SYDNEY TIME)

Aristocrat Head Office, Building A, Pinnacle Office Park, 85 Epping Road

North Ryde, New South Wales, 2113

ARISTOCRAT LEISURE LIMITED ABN 44 002 818 368

How to participate in the 2023 AGM

Before the AGM

FEBAGM

• 24 Notice of Meeting

• Access online athttps://boardroomlimited.com.au/ agm/aristocrat2023agm
• Request a hard copy by phone:
  1300 737 760 or [phone] (outside Australia)
• Request a hard copy by email:[e-mail]

Appoint

• 1. proxy
• Shareholders who are unable to join us at the AGM are encouraged to appoint a proxy to attend and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at the Meeting in accordance with your directions
• Appoint a proxy online athttps://boardroomlimited.com.au/agm/ aristocrat2023agmor return a hard copy proxy form

Ask

• 1. question
• Shareholders are encouraged to submit questions in writing to the Company or auditor in advance of the Meeting
• Submit a question online athttps:// boardroomlimited.com.au/agm/ aristocrat2023agmor via email to [e-mail]
• Questions should be submitted by no later than 11.00am (Sydney time) on Friday, 17 February 2023

To be valid, your proxy form must be submitted by no later than 11.00am (Sydney Time) on Wednesday, 22 February 2023

At the AGM

Attend

• Shareholders can attend the Meeting at:
  Aristocrat Head Office
  Building A,
  Pinnacle Office Park
  85 Epping Road North Ryde NSW 2113
• If you have a hard copy proxy form, please bring it to the Meeting to assist with registration
• Only shareholders, proxyholders, body corporate representatives or attorneys attending in person can vote or ask questions during the AGM

Vote

• Only shareholders, proxyholders, body corporate representatives or attorneys can vote at the Meeting
• Once you have registered at the venue, you will be provided details on how to vote

Ask

• 1. question
• Shareholders,
  proxyholders, body corporate representatives and attorneys will have a reasonable opportunity to ask questions at the AGM
• Shareholders may direct questions during the AGM to the Chairman about the operations and management of Aristocrat, or to Aristocrat's external auditor

View

the webcast

• The AGM will be webcast live. You do not need to be a shareholder or proxyholder to view the webcast
• Shareholders watching online will not be able to vote, ask questions or make comments via the webcast
• Information on how to access the webcast can be found athttps:// boardroomlimited.com.au/ agm/aristocrat2023agm

Map and transport

Parking

Metered street parking is available on Giffnock Avenue and Coolinga Street. Limited free parking is also available on Drake Lane.

Public Transport

The Aristocrat Head Office is less than a five minute walk from Macquarie Park station (part of the Sydney Metro Northwest rail line).

Macquarie Park is also serviced by over 30 bus routes.

For more specific information about public transport routes and timetables, contact NSW transport on 131 500 or visit Transportnsw.info

EPPING

EPPING ROAD

CITY

		METERED		MACQUARIE UNIVERSITY
		PARKING
				METERED
	COLES		GIFFNOCK	PARKING
		COOLINGA STREET
	KITTY'S STREET	AVENUE
RECEIVINGDOCK		DRAKE LANE		WATERLOOROAD
Building B	HYUNDAIDRIVE	MACQUARIE
	Aristocrat	LIMITED		PARK
		TRAIN
	Building A	PARKING
		STATION
RYDE	LANE COVE ROAD		PYMBLE

Aristocrat Leisure Limited | Notice of 2023 Annual General Meeting

Chairman's Message

Dear shareholder,

2023 Annual General Meeting

On behalf of the Board, I am pleased to invite you to attend the 2023 Annual General Meeting (AGM or Meeting) of Aristocrat Leisure Limited (Company or Aristocrat), which has been scheduled as follows:

Date:	Friday, 24 February 2023
Time:	11.00am (Sydney time)
	Registration opens from 10.00am
Venue:	Aristocrat Head Office,
	Building A, Pinnacle Office Park
	85 Epping Road, North Ryde
	New South Wales, 2113

This year, the Company is returning to a face-to-face AGM and

I look forward to welcoming everyone in person. The Company's showroom will once again be open from 10.00am and I invite you to come and see the exciting range of games that will be on display.

The Notice of Meeting in the following pages details the business of the Meeting and, together with the Explanatory Statement, contains important information in relation to the matters that will be put to shareholders.

If you are unable to attend the Meeting, we encourage you to watch the live webcast, appoint a proxy to vote on your behalf and submit any questions that you have in advance of the Meeting. Further information can be found on page 12.

In the event that it is necessary for the Company to give further updates or make alternative arrangements for the holding or conduct of the meeting, information will be provided on the Company's website and lodged with the Australian Securities Exchange (ASX).

Overview of the year ended 30 September 2022

Aristocrat delivered a high quality result for the 2022 financial year. Strong revenue and profit growth reflected our sustained investment in top-performing product portfolios, differentiating capabilities, increased operational diversification and business resilience.

A normalised Group profit result of around $1.1 billion represented an increase of 27% in reported terms, and 20% in constant currency, compared to the corresponding 2021 result.

Strong operating cash flows and superior financial fundamentals were also maintained, with a net cash position of $564 million and liquidity of $3.8 billion as at 30 September 2022. Cash of $660 million was appropriately returned to shareholders through dividends and on-market share buy-back, in line with the Group's established capital allocation framework.

Outstanding operational performance was delivered in key Gaming segments in 2022, particularly in North America.

Our mobile publishing business, Pixel United, delivered resilient performance, despite the impacts of the conflict in Ukraine, as well as a moderation in overall mobile demand, post the removal of COVID-19stay-at-home mandates. The launch of our new business, Anaxi, and the announcement of an agreement to acquire Roxor Gaming were important steps forward in the acceleration of our 'build and buy' strategy to scale in online Real Money Gaming.

Aristocrat took significant steps forward in leadership and capability during 2022, including through key appointments to the executive leadership team. Mitchell Bowen was appointed to lead Anaxi, and Hector Fernandez was promoted to succeed Mitchell as Chief Executive Officer of Aristocrat Gaming. Post period end, Sally Denby was appointed to the role of Chief Financial Officer.

Aristocrat also continued to execute against our ambitious Environmental, Social and Governance commitments across the year. This included preparatory work to allow the Group to set a science-based greenhouse gas emissions reduction target in calendar year 2023. We made meaningful progress in our responsible gameplay (RG) agenda, with highlights including the launch of an Australian-first trial of cashless payment technology on gaming machines, and the rollout of proactive RG messaging, tools and information to players of our social casino games. In addition, we delivered enhanced anti-modern slavery training across the Group and achieved an above-benchmark employee engagement score for the year that places Aristocrat in the top quartile of technology companies globally.

Throughout 2022, we also continued to foster a 'People First' culture, with the launch of a number of additional initiatives to further enhance the wellbeing, engagement and development of all team members. Supporting our colleagues in Ukraine was a particular focus, and a moving demonstration of our values in action.

Ongoing Board renewal and succession planning

The Board seeks to have an appropriate and diverse mix of skills and experience to discharge its responsibilities, appropriately monitor risk management and add value. We adopt a structured approach to Board succession planning which includes ensuring that we appoint directors who have skills and experience that the Board considers necessary or desirable to further supplement its overall skills matrix.

The Board has continued to implement an orderly renewal process with the nomination of Mr Bill Lance as a Non-Executive Director (Elect) on 19 October 2022. Bill was formally appointed to the Board on 4 January 2023, and shareholders are asked to elect Bill at the Meeting. Bill has decades of experience at a major gaming operator and is a Tribal leader of national standing in North America. He will bring valuable new perspectives to the Board's deliberations and further strengthen the customer focus of our organisation as a whole.

In addition, Mr Stephen Mayne has submitted a nomination for election as a Non-Executive Director. Having considered Mr Mayne's skills and experience, the Board has recommended that shareholders vote against his election.

* * *

In summary, fiscal year 2022 has been another successful and rewarding year at Aristocrat and I wish to thank you - our shareholders - for your ongoing interest and support.

Yours sincerely

Neil Chatfield

Chairman

Aristocrat Leisure Limited | Notice of 2023 Annual General Meeting

1

Business of the Meeting

Agenda items

Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 September 2022.

Resolution 1:

Re-election of Director - Mr Philippe Etienne

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Philippe Etienne is re-elected as a Director of the Company."

Note: Information about Mr Etienne appears in the Explanatory Statement to this Notice of Meeting.

Resolution 2:

Re-election of Director - Mr Pat Ramsey

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Pat Ramsey is re-elected as a Director of the Company."

Note: Information about Mr Ramsey appears in the Explanatory Statement to this Notice of Meeting.

Resolution 3:

Re-election of Director - Ms Kathleen Conlon

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Ms Kathleen Conlon is re-elected as a Director of the Company."

Note: Information about Ms Conlon appears in the Explanatory Statement to this Notice of Meeting.

Resolution 4:

Election of Director - Mr Bill Lance

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Bill Lance is elected as a Director of the Company."

Note: Information about Mr Lance appears in the Explanatory Statement to this Notice of Meeting.

Resolution 5:

Election of non-Board endorsed Director candidate - Mr Stephen Mayne

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Stephen Mayne is elected as a Director of the Company, with effect from the date all necessary regulatory approvals are received by the Company."

Note: Information about Mr Mayne appears in the Explanatory Statement to this Notice of Meeting.

Resolution 6:

Approval for the grant of Performance Share Rights to the Chief Executive Officer and Managing Director under the Long-Term Incentive Program

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Trevor Croker, Chief Executive Officer and Managing Director, be granted 163,541 Performance Share Rights pursuant to the Company's Long-Term Incentive Program, in the manner set out in the Explanatory Statement to this Notice of Meeting and that this be approved for all purposes, including for the purpose of ASX Listing Rule 10.14."

Note: Information on the proposed grant of Performance Share Rights to Mr Croker appears in the Explanatory Statement to this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast on Resolution 6:

• in favour of the resolution by or on behalf of Mr Croker or any of his associates, regardless of the capacity in which the vote is cast; and
• as a proxy by a member of the Company's Key Management
  Personnel (KMP) at the date of the Meeting or their closely related parties,

unless the vote is cast on Resolution 6:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
• as proxy for a person entitled to vote on the resolution by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman decides; or
• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2 Aristocrat Leisure Limited | Notice of 2023 Annual General Meeting