Aristocrat Leisure : Notice of 2022 Annual General Meeting and Proxy Form
ALL.AX
For personal use only
Sydney, 24 January 2022
ASX Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000
Aristocrat Leisure Limited
2022 Notice of Annual General Meeting
In accordance with Listing Rule 3.17, please find attached the Notice of Annual General Meeting (AGM) and Proxy Form for the Company's AGM, to be held on Thursday, 24 February 2022.
The Annual Report for the 12 months ended 30 September 2021 was previously released to the ASX on 22 December 2021.
These documents were dispatched and made available to shareholders from today, 24 January 2022, and are available on the Group's website at www.aristocrat.com.
Authorised for lodgement by:
Kristy Jo
Company Secretary
Aristocrat Leisure Limited (ASX: ALL) is a leading global gaming content and technology company and top-tier mobile games publisher, with more than 7,000 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 2022 ANNUAL GENERAL MEETING
A N D E X P L A N ATO RY STAT E M E N T
For personal use only
Thursday, 24 February 2022 at 11.00am (Sydney time)
ARISTOCRAT LEISURE LIMITED ABN 44 002 818 368
How to participate in the 2022 Virtual AGM
only
Before the AGM
FEB
AGM
24 Notice of Meeting
- Access online at https://www.boardroomlimited. com.au/agm/aristocrat2022agm
- Request a hard copy by phone: 1300 737 760 or +61 2 9290 9600 (outside Australia)
- Request a hard copy by email: [email protected]
Appoint a 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 at https://www.boardroomlimited. com.au/agm/aristocrat2022agmor return a hard copy proxy form
Ask a question
use
To be valid, your proxy form must be submitted by no later than 11.00am (Sydney Time) on Tuesday, 22 February 2022
At the AGM
Attend
Vote
Ask a
online
online
question
personal
For
Listen by telephone
Shareholders, proxyholders, body corporate representatives or attorneys can also dial into a teleconference to listen to the live broadcast of the meeting.
View the webcast
The AGM will be webcast live. You do not need to be a shareholder or proxyholder to view the webcast. Information on how to access the webcast can be found at https://www.boardroomlimited.com.au/agm/aristocrat2022agm
Further Information
More information about how to use the AGM online platform is set out in the Virtual AGM User Guide, which is available at https://www.boardroomlimited.com.au/agm/aristocrat2022agm
Aristocrat Leisure Limited | Notice of 2022 Annual General Meeting
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Chairman's Message
Dear shareholder,
2022 Annual General Meeting
On behalf of the Board, I am pleased to invite you to attend the 2022 Annual General Meeting (AGM or Meeting) of Aristocrat
onlyLeisure Limited (Company or Aristocrat), which has been scheduled as follows:
Date: Thursday, 24 February 2022
Time: 11.00am (Sydney time) with registration open from 10.00am
This year, the Company's AGM will again be held virtually, to best manage COVID-19 driven uncertainties. Although our preference would be to have welcomed shareholders to attend the AGM
in person, given we had to plan for this event in an uncertain environment with COVID-19 still an ongoing health concern, we decided a virtual meeting was in the best interests of all.
useAlthough shareholders will not be able to attend the meeting physically, real time participation will be encouraged through the use of a user-friendly online platform, consistent with arrangements at the 2021 AGM. Via the platform, shareholders will be able to ask questions (by either text or audio function) and vote in real time. Shareholders will also be able to participate in the meeting in other ways, to maximise accessibility. Full details are set out on page 2.
The Notice of Meeting in the following pages details the business personalof the Meeting and, together with the Explanatory Statement,
contains important information in relation to the matters that will be put to shareholders.
Even if you plan to attend the AGM via the online platform, we encourage you to submit a directed proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day as planned. Shareholders may lodge their proxy online at https://www.boardroomlimited. com.au/agm/aristocrat2022agmor complete and return a hard-copy proxy form by 11.00am (Sydney Time) on Tuesday, 22 February 2022. Hard copy proxy forms may also be obtained by contacting the Company's share registry on 1300 737 760 or +61 2 9290 9600 (outside Australia), or by email at [email protected].
Shareholders are also invited to submit questions ahead of the Meeting on any shareholder matters that may be relevant to the meeting online at https://www.boardroomlimited.com.au/agm/ aristocrat2022agm.
Questions must be submitted by no later than 11.00am (Sydney Time) on Thursday, 17 February 2022.
ForIn the event that it is necessary for the Company to give further updates, information will be provided on the Company's website and lodged with the Australian Securities Exchange (ASX).
Overview of the year ended 30 September 2021 The 12 months to 30 September 2021 was a positive year for Aristocrat, with results reflecting the ongoing robustness of our growth strategy, and a successful recovery from COVID-19 driven disruptions.
A normalised Group profit result of $865 million for the 2021 fiscal year was 81% higher in reported terms and over 100% higher in constant currency than the corresponding 2020 result. Operating cash flow of over $1.3 billion was 30% higher than the prior corresponding period, and the Group's balance sheet was also further strengthened, with over $2.7 billion in available liquidity as at 30 September 2021.
Throughout the year, Aristocrat continued to focus on delivering strong operational performance through outstanding product, people and capability. Across both of our global operating businesses, Aristocrat Gaming and Pixel United, we continued to invest to grow into adjacent segment, channel and genre opportunities, further adding to our earnings diversity and performance momentum. With 80% of Group revenues in the year derived from recurring sources, compared to around 50% just four years ago, our increasing operational diversity and resilience was also clear.
Over the 2021 fiscal year, Aristocrat's market-leading commitment to game design, development and technology drove outstanding operational performance across key Gaming segments and we strengthened the Pixel United product pipeline to sustain long- term growth ahead of category, including through the multiple tuck-in acquisitions. We also increased investment in Aristocrat's core business capability, to facilitate ongoing transformation in our scale and velocity.
As a business focused on the long term, sustainability is vital to us. Aristocrat therefore continued to rapidly expand our sustainability efforts throughout 2021, with further progress achieved across our most material priorities. Aristocrat has committed to adopting a Group-widescience-based greenhouse gas emissions reduction target, consistent with the requirements of the Paris Agreement. The business also delivered a raft of responsible gameplay initiatives during the year, including new tools, features and functionality to enhance player information and choice across our Gaming and Social Casino products.
Aristocrat also continued to embed a 'People First' focus. A range of additional employee wellbeing and development initiatives were launched, and Aristocrat was gratified to achieve Great Places to Work certification for the first time in the US and Australia, and for the sixth time in India. The Group delivered its 2021 gender equity commitments in full, and also pivoted its global operations to a permanent, flexible hybrid work model during the year.
Shareholders are encouraged to peruse full details in Aristocrat's 2021 sustainability disclosures, available via our Group website (www.aristocrat.com).
In summary, Aristocrat delivered high quality performance over the 2021 fiscal year, and emerged at year end a stronger, more diverse and resilient business than ever before. Outstanding cash flows and a robust balance sheet continues to provide full strategic optionality to the Group to accelerate implementation of our established growth plans. Our people are engaged and energised at the opportunities ahead, and we look forward to keeping you updated on our progress.
Finally, I wish to thank you - our shareholders - for your ongoing interest and support.
Yours sincerely
Neil Chatfield
Chairman
Aristocrat Leisure Limited | Notice of 2022 Annual General Meeting
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Business of the Meeting
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 2021.
Resolution 1:
onlyRe-election of Director - Mrs Arlene Tansey
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mrs Arlene Tansey is re-elected as a Director of the Company."
Note: Information about Mrs Tansey appears in the Explanatory Statement to this Notice of Meeting.
Resolution 2:
Re-election of Director - Mrs Sylvia Summers Couder
To consider, and if thought fit, pass the following resolution as usean ordinary resolution:
"That Mrs Sylvia Summers Couder is re-elected as a Director of the Company."
Note: Information about Mrs Summers Couder appears in the Explanatory Statement to this Notice of Meeting.
Resolution 3:
Approval for the grant of Performance Share Rights to the Chief Executive Officer and Managing Director under the Long-Term Incentive Program
personalTo 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 99,320 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: Further 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 3:
- 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,
Forunless the vote is cast on Resolution 3:
- 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.
Resolution 4:
Approval of the Aristocrat Equity Scheme
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That the Aristocrat Equity Scheme and other awards offered under the Employee Equity Plan, as described in the Explanatory Statement to this Notice of Meeting, as well as the Employee Equity Plan, be approved for the purposes of Californian Securities Law and all other purposes."
Voting exclusion:
The Company will disregard votes cast on Resolution 4 as a proxy by a member of the Company's KMP at the date of the meeting or their closely related parties, unless the vote is cast as a proxy for a person permitted to vote on Resolution 4:
Note: Further information on the Aristocrat Equity Scheme and other awards offered under the Employee Equity Plan appears in the Explanatory Statement to this Notice of Meeting.
Resolution 5:
Adoption of Remuneration Report
To consider, and if thought fit, pass the following non-binding resolution as an ordinary resolution:
"That the Remuneration Report for the Company (included in the Directors' Report) for the year ended 30 September 2021 be adopted."
Voting exclusion:
The Company will disregard votes cast on Resolution 5:
unless the vote is cast as a proxy for a person permitted to vote on Resolution 5:
Note: Further information on the Remuneration Report appears in the Explanatory Statement to this Notice of Meeting.
Resolution 6:
Approval to increase the Non-Executive Directors' fee cap
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That approval is given for all purposes, including clause 13.11 of the Company's Constitution and ASX Listing Rule 10.17, for the aggregate amount of remuneration that may be paid in any financial year to the Company's Non-Executive Directors to be increased from the present limit of $3,200,000 to $4,000,000."
Aristocrat Leisure Limited | Notice of 2022 Annual General Meeting
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Aristocrat Leisure Ltd. published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 06:13:01 UTC.