ARISTOCRAT LEISURE LIMITED — Proxy Solicitation & Information Statement 2012

Mar 29, 2012

Aristocrat Leisure Limited

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ABN 44 002 818 368

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00am MONDAY, 30 APRIL 2012 (SYDNEY TIME)

TO VOTE ONLINE

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

STEP 1 : VISIT www.boardroomlimited.com.au/vote/aristocratagm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your SRN/HIN and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 10.00am (Sydney time) on Monday, 30 April 2012 (being 48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

• BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

• BY FAX - + 61 2 9290 9655

• IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Vote online at:

www.boardroomlimited.com.au/vote/aristocratagm2012 or turnover to complete the Form 

Aristocrat Leisure Limited

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STEP 1 - Appointment of Proxy

I/We being a member/s of Aristocrat Leisure Limited and entitled to attend and vote hereby appoint

	the Chairman of
	the Meeting (mark with an	OR
	‘X’)

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Aristocrat Leisure Limited to be held at The Mint, 10 Macquarie Street, Sydney NSW 2000 on Wednesday, 2[nd] May, 2012 at 10.00am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Important for Resolutions 2 and 3 – If the Chairman of the Meeting is appointed as your proxy or may be appointed by default.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of Resolution 2 and/or 3, please mark this box.

By marking this box, you acknowledge that you direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 2 and/or 3 as set out below and in the Notice of Annual General Meeting (except where you have indicated a different voting intention in Step 2 below). If you do not mark this box, and you have not directed your proxy how to vote Resolutions 2 and/or 3, the Chairman of the Meeting will not cast your votes on the Resolutions 2 and/or 3 (as applicable) and your votes will not be counted in calculating the required majority if a poll is called.

By marking this box, I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 2 and/or 3 as set out below (except where I/we have indicated a different voting intention in Step 2 below) and acknowledge that the Chairman of the Meeting may exercise my/our proxy even though Resolutions 2 and/or 3 (as applicable) are connected directly or indirectly with the remuneration of a member of the key management personnel of the Aristocrat Group.

The Chairman intends to vote all available proxies in favour of Resolutions 2 and 3.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

STEP 2 - Voting	directions to your Proxy – please markto indicate your di	rections
Ordinary Business		For	Against Abstain*
Resolution 1	Re-election of Director – Dr RV Dubs
Resolution 2	Approval for the grant of Performance Share Rights to Mr JR Odell, ChiefExecutive Officer and Managing Director
Resolution 3	Remuneration Report (non-binding resolution)

In addition to the intentions raised above, the Chairman intends to vote all undirected proxies in favour of each resolution.

If your proxy holder does not attend the meeting or does not vote on a resolution, the directed proxies will be re-directed to the Chairman, who will vote in accordance with your directions.

Proxy holders who hold contradictory instructions from multiple shareholders will be unable able to vote on a show of hands.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / /2012
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