Aristocrat Leisure Limited (ALL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and fellow shareholders. My name is Neil Chatfield. As Chairman of Aristocrat Leisure Limited, it is my pleasure to welcome you to the company's 2022 Annual General Meeting. Although our preference would be to welcome shareholders to attend the AGM in person, in response to the ongoing uncertainty arising from the COVID-19 pandemic, the Board determined to hold this year's Annual General Meeting virtually. We very much appreciate your understanding at this challenging time and for joining our virtual meeting. I'd like to begin by acknowledging the traditional owners of the land on which I'm presenting from today, the Wallumedegal clan or the Eora People, and [ Pama ] respects to elders past and present. Turning to today's agenda. I note that it's now past 11 a.m., and this is a properly constituted meeting. As a quorum for the general meeting is present, I formally declare the 2022 Annual General Meeting open. I'd like to thank shareholders who submitted questions ahead of today's meeting. We will respond to those questions during my address -- the CEO's address or over the course of the meeting. [Operator Instructions] Let me now introduce you to the Board of Directors and the company secretary, some of whom are present with me here today and others who, like you, are attending the meeting virtually. Those of us in the same room are practicing appropriate social-distancing measures. Firstly, Trevor Croker, our Chief Executive Officer and Managing Director; Kathleen Conlon, Chair of People and Culture Committee and a member of our Board Audit Committee; Arlene Tansey, Chair of our Board Audit Committee and a member of our Regulatory and Compliance Committee; Philippe Etienne, a member of our Regulatory and Compliance Committee and People and Culture Committee; and Kristy Jo, Associate General Counsel and Company Secretary. Joining us from the U.S. today is Pat Ramsey, our leading U.S. Director, Chair of our Regulatory and Compliance Committee and a member of our Board Audit Committee; and Sylvia Summers Couder, a member of our Board Audit Committee and People and Culture Committee. We also welcome Mark Dow and his associates from PricewaterhouseCoopers, the company's auditors, who are with us today. Mark is available to answer questions regarding the audit of the financial statements. Before we move to the formal business of the meeting, there are several procedural matters to which I draw your attention. Although we are holding this meeting virtually, there will be ample opportunity for you to ask questions during the meeting. [Operator Instructions] Please note that regardless of when you submit your question, we will address questions specific to each item during the formal business of the meeting. We will endeavor to answer as many questions from shareholders as we can at the meeting. [Operator Instructions] Questions should be directed to me as Chairman of the meeting. [Operator Instructions] This is a shareholders' meeting. Only holders of the company's securities, their attorneys, proxies and authorized company representatives are entitled to vote, ask questions and provide comments at this meeting. We will be conducting a poll on each item of business requiring a vote. And after any discussion on each resolution that requires a vote, we will display proxies received. I now declare a poll open on resolutions 1 to 6 so that shareholders can vote at any time before voting is closed at the end of the meeting. If you are eligible to vote at this meeting, a polling icon will appear on your screen. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. To change your vote, simply select another option. Clear your vote and start again, select cancel. Any appointed proxy who has been given discretion on how to vote can vote in the same manner. Any appointed proxy that has been directed to vote in a certain manner and has no discretionary votes to cast does not need to vote as these votes will automatically be counted in accordance with those directions. You can submit your votes at any time before I close the poll. I'll give you adequate notice before I move to close voting. [ Olygra ] the company's share registry, is appointed to act as scrutineers. And Jeff Noonan from Boardroom is appointed as a returning officer for the purposes of the poll. 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. Before I move to the resolutions to be considered today, together with Trevor Croker, I would like to provide some commentary on the strategy, operations and financial results of the company. Fellow shareholders, the 2021 financial year was a positive one for the Aristocrat Group, with results reflecting effective execution of our growth strategy, and the successful management of ongoing COVID-19-related disruptions. Once again, our people responded to these evolving challenges and opportunities with resilience and determination. I'd like to express my thanks and appreciation and that of the whole Board to our 7,000 people around the world. Aristocrat people worked hard throughout the year to partner our customers in their recovery and better serve players, while also lifting engagement in the communities in which we operate. A normalized group profit result of $865 million for the year was 81% higher in reported terms and 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 further strengthened with over $2.7 billion in available liquidity as at 30 September 2021. Throughout the year, Aristocrat continued to execute our established growth strategy and focused on delivering strong operational performance through outstanding people, product and capability. We also continued to invest for future growth in our 2 globally operating business units, Aristocrat Gaming and Pixel United, while further-enhancing earnings, diversity and sustaining our performance momentum. Trevor will say more on these key operational aspects of the results shortly. I'd like to say a few words on Aristocrat's recommended offer to acquire the Playtech business, which was announced shortly after the close of the 2021 financial year and which lapsed earlier this month. We've been transparent about the reasons behind this disappointing outcome despite our extensive diligence and despite our offer, having the endorsement of the Playtech Board of Directors and a strong majority of their major shareholders. I want to assure you as a risk to credit shareholders that your long-term interest are always the absolute focus of our investment decisions, whether that's in terms of organic investment or our M&A choices. We take a highly disciplined and proven approach in order to deliver long-term shareholder value and benefits for our people, customers and other stakeholders. While we'll be ambitious and flexible in pursuing opportunities, we will never compromise on this core commitment just to get a deal done of a short-term experience. Trevor will also say more on Aristocrat's growth strategy, which will also not change as a result of the Playtech outcome. Our business is very focused on alternative pathways to delivering on our plans in this regard as well as accelerating our excellent momentum across the core business. From a Board perspective, we appreciate the outstanding level of support received from shareholders in respect of the proposed acquisition, including excellent participation in the $1.3 billion entitlement offer, which we were required to undertake to demonstrate secure funding under the rules of the U.K. takeover code. Your confidence in the soundness of our strategy and the ability to continue to execute is something Aristocrat does not take for granted. As a final point, I do want to acknowledge the first-class work by our Aristocrat team, advisers and my board colleagues on this complex process over many months. As an organization, we will certainly take forward many benefits from the experience as we become more ambitious in our growth investments, consistent with increasing scale and capability. Aristocrat has also made strides in embedding a people-first culture and focus. A range of additional employee well-being and development initiatives we launched during 2021, including a pivot to a flexible hybrid work model across our global operations. The all flex model and supporting policies will help ensure we can continue to attract, retain talented people whatever their personal circumstances and work preferences. During the period, Aristocrat was gratified to achieve Great Places to Work certification for the first time in the U.S. and Australia and for the sixth time in India. This certification is based on confidential and validated employee feedback with a rigorous assessment methodology. It is welcome recognition of the progress we are making in listening to employees and to further improving the experience of working at Aristocrat. In the same vein, our global employee engagement score was 8.4 for the year, which was very pleasing and above the relevant technology industry benchmark. In the context of an escalating war for talent, particularly in the technology sector and across critical skill sets, these efforts are vital as a part of our growth strategy. Your Board is determined to ensure Aristocrat is able to secure, motivate and retain strategic capabilities required to deliver our strategy and advance shareholders' interest over the long term. My colleague, Kathleen Conlon, will address this further shortly in her remarks as Chair of the People and Culture Committee. As a business focused on the long term, sustainability is vital to us. Aristocrat therefore continued to expand our sustainability efforts over the course of the 2021 financial year. Full details are set out in the Aristocrat 2021 sustainability disclosures, which are available via the group website at www.aristocrat.com. Our broad-ranging annual disclosures provide insights into the issues that matter most to our business and stakeholders. I also describe the progress we're making along with the priorities for the future. I strongly encourage all shareholders to review the disclosures and share your feedback. I'd like to comment on a few highlights, focusing on our most material issues in the areas of emission reduction, responsible game play, diversity and inclusion and corporate governance. Consistent with our established road map, Aristocrat expanded its climate-related disclosures and governance activities in the 2021 financial year. The business tracked and disclosed carbon emissions from energy, transport, travel and recycling for the largest parts of our operation in Australia and North America. Climate considerations were also embedded in our risk management and strategy setting processes, in line with TCFD recommendations. In addition, Aristocrat took a significant step forward in committing to the adoption of a Group-wide science-based greenhouse gas emissions reduction target, consistent with the requirements of the Paris Agreement. This will be set within 24 months, under the auspices of the Science Based Targets initiative organization. We look forward to continuing to expand our climate related disclosures, off the back of investments in data capture and the adoption of appropriate reporting frameworks. Promoting responsible gameplay is one of Aristocrat's most fundamental obligations. We believe it's key to ensuring we can continue to grow our business, attract and retain great talent, and promote a sustainable games industry that's welcome in the community. We were therefore proud to deliver a raft of responsible gameplay initiatives during the year, including new tools, features and functionality to enhance player information and choice in our Gaming products, and Social Casino mobile games. This was underpinned by a program of responsible gameplay training, education and awareness building sessions, delivered across our global business. Aristocrat also achieved support for an Australian-first trial of cashless gaming technology in New South Wales including, responsible gameplay functionality, and partnership with the State government, the regulator and a major customer. The trial is expected to begin in the coming months. I am pleased to say that the Group achieved its 2021 gender equity targets, with women making up at least 40% of the Aristocrat Board and senior executive team, compared to a target of at least 30%. Overall, women made up 32% of all employees, modestly above the target of 30%. Given this progress, the Board has endorsed higher targets for the 2022 financial year, while the business is also broadening its D&I focus to include attributes beyond gender. Throughout the year, the Board continuously reviewed the company's governance policies and practices to ensure that they remained appropriate in light of changes in corporate governance expectations, as well as provided oversight of management in instilling desired culture and values. Mandatory compliance training remained a foundation stone in our overall approach to governance. New or refreshed training was delivered on a range of critical topics including anti-bribery and corruption, insider trading, social media and data security and privacy. Aristocrat's strong governance framework fosters a high-compliance culture that flows right throughout the company. Notwithstanding COVID-19 related restrictions, the Board advanced its progress and intent on identifying additional USA resident Nonexecutive Directors. We are advanced in discussions with prospective candidates and would anticipate making appointments, subject to licensing requirements, later in the year. The Board's programs of regular engagement with Aristocrat's global employee base, customers and other stakeholders continued to be executed largely virtually in 2021, as a result of the ongoing travel disruptions and COVID mandates. The Board met frequently throughout the year, to receive direct feedback from stakeholders and effectively oversee the business strategy, culture and governance. The strength of Aristocrat's recovery and momentum gave Directors the confidence to authorize a final fully franked dividend of $0.26 per share in respect to the period ended 30 September 2021, and $0.41 for the full year. This represents a material increase on the $0.10 per share authorized in respect of the 2020 financial year, and an appropriate recognition of shareholders' support. In summary, Aristocrat delivered high quality performance over the 2021 fiscal year, and emerged at year end an even stronger, diverse and resilient business. I wish to particularly acknowledge and thank my Board colleagues, and senior management, for their commitment, flexibility, focus and leadership over the period. I'd also reiterate gratitude of myself and the whole Board to our employees, and our thanks to all of our shareholders for your support and confidence in our future. It's now my pleasure to pass to Trevor Croker, CEO and Managing Director of Aristocrat, to provide further commentary on operational performance in the 2021 financial year, the business' strategy and priorities over the coming period. Trevor?

Thank you, Neil, and welcome, everybody. Thank you for joining us today. I'll start by saying a few words about our strategy and progress at a high level before stepping through a summary of our 2021 results and addressing outlook for the balance of the 2022 financial year. As Neil mentioned, our performance in the 12 months to 30th of September 2021 demonstrates the ongoing successful execution of our sustainable growth strategy. Our focus on share taking through investment in outstanding product, the best people and capability together with strong business fundamentals has remained at the heart of our approach. Today, Aristocrat is a global games and technology powerhouse. We are expanding in scale and delivering profitable organic growth ahead of the gaming and mobile categories in which we operate. We're also an increasingly resilient business with 80% of group revenues in the period derived from recurring sources, up from around 50% just 4 years ago. Throughout the COVID-impacted period, we have maintained our investment in new adjacent segments, channels and genre opportunities to further add to our operational and geographical diversity and momentum going forward. In fiscal 2021, we also chose to invest in Aristocrat's core business capability in order to facilitate ongoing transformation in the scale and velocity of our enterprise. 2021 was also a year of effective execution. In our Aristocrat Gaming business, we further enhanced our leading position in North American gaming operations during the year, growing the total gaming operations floor as well as our share in addition to achieving a high average fee per day. We also increased share across key outright sales segments globally. Our games and products continue to be recognized as top performing. Aristocrat Games made up 17 of the top 25 premium leased products in the North American gaming market on average across the period, which is an outstanding result. At the same time, Pixel United consolidated its position as a top 5 publisher in Tier 1 Western markets, delivering world-class games across multiple genres. We believe the new name better reflects the global scale and ambition of our mobile-first game publishing business and will help to accelerate its growth going forward. In 2021, we continue to focus on growing our pipeline with a series of tuck-in acquisitions and further organic investment, which successfully grew key titles and delivered strong performance across the year. Pixel United contributed just over half of the total group revenue for the period, further highlighting our success in diversifying and growing our operations. Finally, our strong balance sheet, cash flow generation and available liquidity continue to provide full strategic optionality as we accelerate implementation of our growth plans in the period ahead. I would note, our repayment this month of Aristocrat's USD 500 million term Loan B sidecar facility, which the business put in place at the outset of the COVID disruption in order to ensure we had full financial flexibility. Given Aristocrat's performance and strong operating cash flow, we've taken the opportunity to pay out this facility and appropriately reduce debt. I'd like to say a few words about our entry into the strategic adjacency of in real money gaming, or RMG, which Neil touched on. Aristocrat has been investing in building online RMG capabilities in-house over the past year, leveraging these foundations and our growing global systems and technology capabilities will be accelerating a build-and-buy approach to scaling in online RMG. This will see us invest strongly in building out our own online RMG platform infrastructure while also undertaking select M&A, partnerships and talent acquisitions to accelerate our progress wherever appropriate. To bring the right level of focus and momentum to the task, we're establishing a third global operating business within Aristocrat. This business will sit alongside Aristocrat Gaming and Pixel United within our structure and will be led by Mitchell Bowen. As CEO of the Aristocrat Gaming business over the last 3 years, Mitchell has cemented his reputation as an industry executive of global standing. His strategic and operational impact is evident in the outstanding momentum of the gaming business and its recovery post-COVID with excellent staff engagement and an unwavering customer focus. Mitchell will be supported by a dedicated leadership team that will include a number of key internal and external appointments to rapidly bolster our capabilities in relevant areas. Achieving a scale position in online RMG will be a medium-term effort. It will take sustained investment over a number of years. However, our record shows that Aristocrat knows how to successfully scale businesses. We will look for a similar mix of effective organic and inorganic investment and financial and operational rigor to this task under Mitchell's leadership and aligns the shareholders' interests. We have clear advantages in our powerful product portfolio, strong customer and regulatory relationships, full financial optionality and strategic rigor. We're excited to be wasting no time in implementing our plans and initiating investment in the current business. We'll provide more detail on our strategy and key priorities at our half year results in May. With Mitchell's move into online RMG today, we also announced Hector Fernandez as the new CEO for Aristocrat Gaming. Hector joined Aristocrat over 3 years ago as CFO of the American Gaming business before taking on the President role in mid-2019. Throughout his time at Aristocrat, Hector has championed fresh thinking and hard performance and worked with a talented team to solidify our American business as the market pacesetter and the supplier of choice. A seamless leadership transition is well underway and will be supported by additional internal appointments and promotions that further underline the depth of talent we're delighted to have at Aristocrat. I'll now turn to a brief summary of the results for the 2021 fiscal full year, beginning with the group results for the 12 months to 30th of September 2021. Normalized profit after tax and before amortization of acquired intangibles, or NPATA, of $865 million represent an increase of 81% in reported terms and 102% in constant currency compared to the PCP, reflecting outstanding product and portfolio performance with profitable growth and margin expansion across both Gaming and Pixel United segments. This result was only 3% below the pre-COVID FY 2019 result of $894.4 million despite the unfavorable foreign currency impact and with not all markets fully operational during the period due to COVID-driven disruptions. Revenue of $4.7 billion was up 14% in reported terms and 25% in constant currency. Earnings before interest, tax, depreciation and amortization, or EBITDA, of $1.5 billion represent an increase of 43% in reported terms and 58% in constant currency compared to the PCP. With strong operating cash flow of over $1.3 billion, up 30% compared to the PCP, the group's balance sheet remained robust with over $2.7 billion in available funds and net debt-to-EBITDA ratio of 0.5x as at 30th September 2021. During the year, we committed over $0.5 billion in D&D to further strengthen our product portfolios. The $528 million invested represented 11% of group revenue, another industry-leading commitment, consistent with our historic 11% to 12% investment range. We also spent USD 521 million in user acquisition to grow Pixel United and over $200 million in capital investment, primarily hardware, to support growth in the American gaming operations install base. Turning now to highlights of our operational results, beginning with our Gaming business. Our Global Gaming business was relentless over the year in its focus on people, portfolio competitiveness and customer engagement. In the Americas, Gaming revenue increased 46% while profit more than doubled to USD 729 million, driven by growth in the Class II and Class III premium gaming operations install base to over 54,000 units. This result was coupled with an industry-leading unadjusted average fee per day of USD 51 in the period, up 45% on the PCP, reflecting continued penetration of Aristocrat's high-performing games. The business grew share across key segments, expanded margins and industry game performance started for the period, underlying the business' exceptional portfolio strength across the year. North American outright sales revenue increased by 30% compared to the PCP, representing a significant recovery in volumes and demand and continued expansion to adjacent segments. Average selling price, or ASP, also remains strong. Across Australia and New Zealand, revenue increased 43% to $400 million in constant currency compared to the PCP, while profit increased by almost 160% to $152 million. The ANZ business extended its market-leading ship share performance in 2021, once again, highlighting portfolio strength and the business' outstanding operational momentum. Turning now to Pixel United. The business recorded bookings growth of 14% and a 22% increase in segment profit compared to the PCP to deliver bookings of over $1.8 billion and segment profit of over $600 million over the reporting period. This reflected effective investment in live ops, features and new game content. While a circa $70 million increase in user acquisition, or UA, over the period supported the profitable growth of RAID: Shadow Legends. It also helped drive strong performance in social casino games, especially Lightning Link and Cashman Casino, along with the scaling of EverMerge and the global launch of Mech Arena, the business' first title in the action genre. Increased profits and margins were driven by strong retention and engagement in social casino, together with UA, and increased contribution from Plarium Play, the strategic rebasing of the Big Fish business completed in the second half of the prior year and a prudent approach to cost management. Pixel United continue to invest heavily in new content and portfolio expansion, including attracting and securing world-class game development talent and growing our presence in key high-quality, low-cost mobile development hubs. Daily active users, or DAU, increased to 6.8 million at period end. DAU quality, a favorable genre mix and effective live ops continue to deliver an impressive 25% increase in average bookings per daily active user, or ABPDAU, performance compared to the PCP. The result of $0.74 was the new ABPDAU record for our business. Turning now to outlook. I want to start by briefly touching on the situation in Ukraine, where our Pixel United organization has a significant number of employees. As you would expect, the safety and well-being of our people is our absolute priority and focus. Comprehensive business continuity plans have been developed and implemented over recent weeks in order to keep our people safe while securing local systems and key assets and ensuring business continuity across our operations. We'll continue to monitor the situation and actively implement and update our plans to respond to any developments, and we look forward to a rapid de-escalation of tensions as quickly as possible. From a macroeconomic perspective, we're closely watching inflation data in the U.S. and other key markets and any potential impacts on consumer sentiment and also cost inputs. We note some U.S. gaming customers have called out these issues as watch points over the coming period. Aristocrat continues to do what we can, for example, in strengthening our supply chain and working closely with our customers to best manage these uncertainties. Aristocrat plans for continued growth over the full year to 30th September 2022, assuming no material change in economic and industry conditions, reflecting the following factors: continued market-leading positions in gaming operations, measured by the number of installed machines and fee per day; sustainable growth in floor share across key gaming outright sales markets globally; further growth in Pixel United bookings with UA spend expected to be within the range of 26% and 29% of overall Pixel United revenues pending timing and success of new game launches during the year; continued D&D investment to drive sustained long-term growth with investment likely to be modestly above the historic range of 11% to 12% of revenue; further investment in core business capability to facilitate ongoing transformation in our scale and velocity; and investment to accelerate the RMG strategy. Nonoperating items include: Interest expense, U.S. dollar borrowings incur fully loaded interest expense of approximately 5%, including hedging cost and other finance fees; amortization of acquired intangibles, circa USD 90 million pretax for financial year '22 relating to assets previously acquired; income tax expense for financial year '22, normalized effective tax rate ETR of approximately 24.5% to 25.5%, reflective of current corporate tax rates and regional earnings mix; costs related to the proposed acquisition of Playtech plc. In summary, and as Neil said at the outset, the 12 months to 30 September 2021 was very positive for Aristocrat. The high-quality results delivered across our businesses reflect effective execution of a growth strategy that is proven and powerful. It also highlights our resilience, strong culture and ability to manage an unprecedented level of change and disruption. We have entered the 2022 fiscal year with momentum and a balance sheet that continues to provide full strategic optionality. Our people are excited to accelerate our strategy and transformation in the period ahead. In closing, I want to again highlight and thank the incredibly talented team we have across the business, which, together with our financial strength and broadening capabilities, give us great relief in our future despite headwinds and challenges. I'd also like to acknowledge the rigorous working relationship that exists between our Board and management at Aristocrat, through which we continue to bring deep experience and our combined talents to advance our growth strategy. I'll now close by thanking our people, customers, players and, of course, our shareholders. I want to assure you that everyone at Aristocrat is fully focused on delivering high-quality performance you rightly expect from us. Thank you, and I'll now pass back to Neil.

Thank you, Trevor. I now turn to the formal business of the meeting. Poll was declared open earlier in the meeting. And as a reminder, if you are eligible to vote at this meeting, a polling icon will appear on your screen. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There's no need to hit a button -- or my apologies, there's no need to hit a submit or enter button as the vote is automatically recorded. You can submit your votes at any time before I close the poll. I now move to the business of the meeting. First item of business is to receive and consider the financial statements for the 12 months ended 30 September 2021 and the reports of the directors and auditor. Please note that no vote is required on this item of business. At this stage, I'd be pleased to take any questions or comments you may have in relation to the audit of the financial report or the directors report as well as any questions that relate to Trevor -- Trevor's or my addresses or any other aspects of the company's operations. Any questions in relation to Director and executive remuneration policies will be considered when we come to Resolution 5 covering the adoption of the remuneration report. I'll now open the floor for questions and discussions. Are there any questions?

Chairman, we have a question from Carol Limmer from the Australian Shareholders' Association. The question is, what is the current thinking on a possible replacement or alternative to Playtech?

Thank you very much for the question. Of course, during the course of Trevor's speech just a few minutes ago, we've signaled our intent and continue to intend to invest heavily in the RMG part of our business. And there will be no change to that. Playtech was one option. And we continue to pursue with rigor the investment across the business. We, of course, will always look at what's the best way to deploy funds for the shareholders' interest. And there's -- there'll be no change there. So we would expect over the next few months that you'll see a lot more detail around about our progress on RMG. Thanks for the question.

Chairman, there's another question from the Australian Shareholders' Association. Any thoughts on the likelihood of some return of capital following recent capital raising?

Yes. Well, I guess -- we, as I just said, we will deploy capital in the way that we think is, for the most long-term benefit of our shareholders, and there won't be any change to that. We will just continue to invest as we have done previously in a very disciplined and orderly way. So at this stage, we'll keep you informed about any capital management programs that we might consider in the future.

Chairman, another question from the Australian Shareholders' Association. Does Aristocrat intend to hold hybrid AGMs in the future?

Well, to some extent, it's out of our hands. Unfortunately, the last 2 years have demonstrated the restrictions around public gatherings and COVID-related restrictions have meant that it's difficult for us to get together. Our preference, as always, is to welcome shareholders personally. And that's what we'll try to do into the future. But I guess we have to consider those aspects of government regulations.

Chairman, there's a question from Mr. Stephen Mayne. Did any of the 5 main proxy advisers in the Australian market [ ASX ] ASA Ownership Matters, Glass Lewis and ISS recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us? And has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolution so shareholders can ask questions if there have been any protest votes?

Well, this is multiple questions within a question. Let me say we've had overwhelming support for our resolutions from all the proxy advisers with the exception of one. And that's the same proxy on adviser, ISS, who has some concern about one of our resolutions, which has been consistent over a period. We've addressed that in the way that we've disclosed, but it clearly wasn't sufficient. But during the course of the discussion on remuneration, Kathleen will cover that -- those topics. I'm sure it's to your satisfaction. Thank you.

Chairman, another question from Mr. Stephen Mayne. Why were we one of the 474 ASX-listed companies which registered for the widely rated JobKeeper scheme, where $38 billion of the $88 billion was paid to employers which didn't satisfy the required revenue drops to qualify. Did our revenue really dropped by more than 50% to qualify for the $16 million in JobKeeper we claimed for 840 staff in 2020? Given our market capitalization is $25.6 billion, why don't we just repay the $16 million in order to uphold our ESG credentials? Could Chatfield also comment on why his other companies, Costa and Transurban did not claim any JobKeeper? Was it a board decision to apply or not apply at all 3 of those companies?

Thanks for the question. Of course, the approximately $16 million on a pretax basis was received during the course of 2020 financial year, when we had many of our venues or the majority of our venues in Australia closed. We used the -- and welcome the JobKeeper funds, for which we were entitled and we welcome those in terms of managing best out people. We had a number of initiatives to manage to welfare and hardships around the early part of COVID for our people. And we think that the -- it was appropriate that we receive that JobKeeper funds and we deployed them in a manner in which they're absolutely intended.

Chairman, another question from Mr. Stephen Mayne. Congratulations to the Chair for continuing his magnificent record of only doing patrio capital raisings, which is the fairest way to raise capital. It has now been involved in 7 of the 39 patrios on the Australian market since they became a thing in 2010, 2 at Costa, 1 at Aristocrat and 4 at Transurban. Could he comment on how the Aristocrat board and its advisers settled on a patrio with the recent $1.3 billion raising? Did he personally insist on it even though it involves a lot more work to the underwriters and executives when compared with the old-fashioned placement SPP capital raising?

Thanks for the comment, Mr. Mayne, and we will do -- in every instance, we will do what is in the best interest of our shareholders, and we felt that the patrio on this occasion did meet the best interest of those shareholders.

Chairman, another question from Mr. Stephen Mayne. How much of the company do members of the Ainsworth family still control after the recent $1.3 billion raising? And were they able to choose whether to go in through the institutional or retail offer? Are they collectively the largest shareholder? And how do we deal with them from an Investor Relations point of view? What sort of vehicle are we currently supplying Len Ainsworth with? And does the 98-year-old still drive? Once Len Ainsworth dies, are we concerned that there could be a flood of share sales given that his 7 sons are legally forbidden from selling any of their shares whilst he lives? And he even once sued one of them who did sell some shares. Have we ever considered granting the Ainsworth family a Board seat now that Len is no longer a competitor and they are collectively our largest shareholder?

Thanks again for the question. Understanding is -- collectively, the Ainsworth family have in the order of 13% of the company, but no one individual shareholder has more than 5%. We do provide under a contractual obligation a vehicle for Mr. Ainsworth. My understanding is that the cost of that is something around $40,000 a year. So we treat every shareholder the same. And we don't distinguish between individual shareholders. And in terms of board seats, that there's no legal requirement for that to occur. Thank you.

Chairman, another question from Mr. Stephen Mayne. The Chairman disclosed at the 2020 AGM that our Australian poker machine market share was around 50%. Could the CEO comment on whether we've increased our share of the 200,000 machine Australian market since then? Is it correct that we currently have almost 100,000 of our machines spread about Australia's 5,000 poky venues? Who is and how much does the second biggest player in the Australian market have? In percentage terms, do we have a market share above 50% in any of the 3 main categories, clubs, pubs and casinos? Which of those 3 categories is our weakest market share segment and which is our best?

Again, thank you for the question, Mr. Mayne. These are questions which I think are probably better directed at the regulators. We don't actually have all the detail that you're requesting there. I can tell you, though, as we've said previously, we are -- in the presentation that's just been given, we are continuing to grow market share, and we're really pleased about that. Thank you.

Chairman, another question from Mr. Stephen Mayne. Anthony Ball was the controversial long-term CEO of Clubs New South Wales who authorized 10s of millions of dollars' worth of political donations and political campaign spending during his nearly 10 years at the top of that organization. Aristocrat has a commendable global policy of not making any political donations yet. Mr. Ball has been heading up our Australian government and industry relations operation since June last year. Has he been a worthwhile recruit? And are we comfortable with how he goes about it given the reputation of Clubs New South Wales as a ruthless and aggressive organization that will pressure and intimidate regulators and politicians to ensure that Australians remain the world's biggest gamblers in per capita terms, mainly due to the $14 billion a year loss on Australia's 200,000 poker machines, half of which are ours?

Again, thanks for the question, Mr. Mayne. We -- as you correctly say, we do [Audio Gap]

Global online gambling business.

Well, thanks again for the question, Mr. Mayne. I think we've been pretty expansive in our commentary around Playtech and the way that we approach the acquisition. We approached in a manner which, I believe, was a copy book in terms of the amount of due diligence that we carried out and the way that we went about it to the point that we were able to secure a Board recommendation and the majority of long shareholders in Playtech for getting their support as well. So we are very comfortable with the due diligence that we did. And I think, as we said in our speeches there, it was -- some great lessons came from it. We know a lot more about this segment as a business now. And we've moved on. And the announcements today as far as the company is concerned in terms of organizational changes for us are very exciting. Thank you.

There are no further questions, Chairman.

So as there are no further questions, proxies received in relation to this resolution are shown on the screen. The next 4 resolutions relate to people, culture and remuneration. Before we turn to these items in detail, Kathleen will say a few words as Chair of the People and Culture Committee, including providing an overview of remuneration-related matters in 2021.

Thank you, Chairman. Welcome, ladies and gentlemen. I'm pleased to provide an overview of Aristocrat's remuneration outcomes in 2021 and other relevant remuneration-related matters. Full details are set out in the 2021 remuneration report as well as in the explanatory statement in the Notice of Meeting for the 2022 AGM, which I encourage shareholders to review. With regard to the 2021 performance, remuneration outcomes during the reporting period reflected excellent performance of the Aristocrat's executive leadership team, who delivered the group's strong financial results, as the Chairman and CEO have detailed today. NPATA is up 81% to $865 million. We have maintained strong operating cash flows with strong recurring revenues, prudent cost management and cash flow discipline, continued investment in customers, people, product and innovation. And this was delivered during a period of ongoing disruption. The STI was a year of 2 halves. STI targets and assumptions were tested at the half year to ensure that we did not deliver any unintended STI outcomes. The Board determined that it was appropriate to acknowledge the first half outperformance and to reset the STI targets and assumptions for the second half of the year. Even with the increased targets, the group outperformed our expectations. On the LTIs, EPS growth targets were not met over the COVID-disruptive period. But our TSR ranking, together with strong delivery of executive and individual performance, resulted in LTIs vesting at a relatively modest level, 67.9% for those executive KMPs with the 2019 grant. The Board is pleased to report that due to the strong performance on all strategic priorities, the first tranche of the executive special equity awards vested in FY '21. And the awards were successful in helping to retain the overwhelming majority of executives who are eligible to receive the award. I would now like to give some context on our global market positioning and its impact on our RAM frameworks. Aristocrat is genuinely global in its structure and operations. We are one of a small group of ASX-listed companies that derive the majority of its revenue from overseas markets. Approximately 8% of the revenue was derived from the Australian Gaming business in FY '21. And by way of example, our global digital business, Pixel United, contributed 52% of the group revenue. We have over 7,000 employees based globally in over 20 locations. Our senior leadership is predominantly U.S. or U.K. based. Accordingly, the business must increasingly attract and retain leaders in global markets who have technology and global management skill sets. It is not uncommon for remuneration structures of technology companies to include 100% unhurdled time-based incentive structures that do not even have an individual performance hurdle for OKRs. And in many cases, these arrangements also include monthly vesting of equity. Furthermore, the level of share-based compensation is orders of magnitude higher for these competitors. We do believe that our LTI structure is well balanced between the Australian and global requirements at this stage. As we have previously flagged, the Board will continue to migrate to globally competitive remuneration structures, particularly in terms of looking at levels of LTI opportunities. The Board is confident that this ultimately supports its business strategy and performance and therefore, is in the interest of shareholders. The last resolution to be considered today is the proposed increase to the net fee pool. The Board considers that it is appropriate to seek approval for an increase in the Nonexecutive Directors' CCAP at this time for a number of reasons. The first is that we are currently a small board and we will be adding to this board over the coming few years, both to round up the skills on the board, but also to provide for succession planning. The Board's workload continues to increase. The growing global and very complex nature of this business requires increasing time from the Nonexecutive Directors, and this is independent of the outcome of the Playtech acquisition. It is anticipated that the Board's workload will continue to increase over the years as Aristocrat accelerates and executes on this growth strategy. The fee pool is a maximum limit, and it is designed to give us flexibility over time. It is not our attention to utilize this pool immediately. However, recent benchmarking has revealed that some aspects of the net fee structures are below market, and we will be seeking to address this in FY '22. In conclusion, the Board believes that the Aristocrat's remuneration framework is robust and fit-for-purpose to support further growth and performance of our globally scaled gaming content, technology and mobile games business. We will continue to monitor our performance and remuneration frameworks to ensure that they support the group's strategy, delivery of sustainable shareholder value and fair and equitable outcomes for our people. I will now hand back to the Chairman, who will outline the shareholder resolutions and recommend them to you for your approval. Thank you.

Thank you, Kathleen. Resolution 3 is the approval of the grant of performance share rights to Trevor Croker, the company's Chief Executive Officer and Managing Director, under the company's long-term incentive program. 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 invest divesting criteria as satisfied at the end of the performance period. I 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. Are there any questions on this resolution?

Chairman, the Australian Shareholders' Association says, I commend the company on revising STI targets upwards at half year when higher-than-expected conditions emerged.

Yes. Thanks. Thank you for the comment. I think just as a general comment, I think that observation is reflective of the tremendous work that the People and Culture Committee do within the company, ensuring that we have a fitness -- fit-for-purpose remuneration structure. Thank you.

Chairman. The second question from the Australian Shareholders' Association. Would Aristocrat consider making the TSR hurdle more rigorous than having 50% vesting at median performance?

Thanks again for the question. As I just said, it's really about fitness-for-purpose. And we believe that the structure of our TSR hurdle in this particular case is appropriate and largely or it does conform with the market practice. Thank you.

Chairman, a question from Mr. Stephen Mayne. Our current market capitalization is $26.5 billion, yet our audited accounts claim that we only have net assets or equity of $3.87 billion. How can our market value be 6.85x greater than our balance sheet value? Can Trevor or the Chair name any other ASX 100 company which has a more inaccurate conservative balance sheet? And could both the auditor and the CFO comment on which aspects of the value in our business are not captured in the balance sheet? Does our balance sheet net asset position have any impact on the metrics in this LTI grant?

Again, thanks for the question. The last part of the question, in terms of the LTI grant, the answer is no. Of course, the accounting and the striking of a balance sheet is always different to the way that the market values companies, very different principles. So it would be expected that there will be a difference there. Thank you.

Chairman, question from Mr. Steven Mayne. The CEO already owns $20 million worth of ordinary stock before considering any future potential incentives investing. Could he comment on whether he really needs any more incentive? Also, now that he has retired as Transurban Chair, could Neil Chatfield outline how many days a week he is spending on Aristocrat business? And whether he intends to take on any new roles now that his down card only includes Aristocrat and the Chair role at Costa? By the way, I do regard Neil as one of the smartest and most effective chairs in the Australian market. So it would not surprise me if he is continuing to field lots of offers to join other boards. Is he saying no to all offers given his age and in order to focus on Aristocrat and Costa? One other Board seat would be okay because I don't want him to have too much time on his hands such that he is getting in the way of our well-regarded and highly incentivized CEO.

Thank you for the question. In terms of CEO comment, I personally think and the Board agrees that we have an outstanding CEO. And I think that's -- we can see that in the results that we've had over the last number of years since he took that role. We have great ambition as a company, and I would love to be part of that ambition. And I probably spend -- Trevor will probably tell you that I do spend a lot of time in the business. And I think most of that is regarded by him as very appropriate and quite welcome. So I do -- we'll continue to devote my efforts to furthering the shareholder value for Aristocrat.

There are no further questions, Chairman.

So thank you. As there are no further questions, proxies received in relation to this resolution are shown on the screen. Resolution 4 is the approval of the Aristocrat equity scheme, which is an employee equity incentive program designed to provide eligible employees with the opportunity to acquire an ownership interest in the company and alignment between the interest of both. The purpose of the Aristocrat equity scheme is to attract, motivate and retain eligible employees. The notice of meeting sets out further detail about the Aristocrat equity scheme. The equity scheme is required to be approved by shareholders in order to enable the company to make offers to the Californian residents, employees for the purposes of California law. Please note that there's a voting exclusion applicable to this resolution as set out in the notice of meeting. Are there any questions on this resolution?

Chairman, a question from Mr. Stephen Mayne. Well done for going with the staff equity scheme. In terms of retaining staff, have we've been hit hard by the great resignation? And are we going to need to lift our wages to retain and attract staff? What percentage of our workers are unionized? And do we have a certified enterprise agreement covering any of our Australian manufacturing operations? How many of our staff or contractors have refused to get vaccinated so far and how are we handling this?

Thank you for the question. Staff are really the center of this organization. And we do everything that we possibly can do to ensure that we recruit and develop our staff, and well-being is at the top of our list. I'm going to ask Trevor to sort of talk about the specifics in relation to Australian manufacturing operations. But I will say that privacy would prevent us talking about individuals in terms of vaccinations and that sort of thing. But Trevor, you might like to just comment on this.

Yes. Thanks, Chairman. Thank you for the question. We have existing agreements with -- enterprise agreements with employee groups in our manufacturing and our service techs. We work with those on a regular basis. And they are a productive agreement between both parties. And they reflect the same values that we have with the rest of the organization, which is to put our people first and to make sure that they're engaged and supported.

Thank you, Trevor.

Chairman, there are no further questions.

So as there are no further questions, proxies received in relation to this resolution are shown on the screen. Resolution 5 is the adoption of the remuneration report. Annual report for the 12-month financial year ended 30 September 2021 contains a remuneration report which forms part of the directors' report and sets out the remuneration policy for the company and its controlled entities for 2021 and reports the remuneration arrangements in place for nonexecutive 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 our remuneration practices and policies. Please note that there is a voting exclusion applicable to this resolution as set out in the notice of meeting. If there are any questions in relation to this resolution?

Chairman, a question from Mr. Stephen Mayne. Given the interesting discussions across a range of topics today, including the remuneration report, could the Chair undertake to make an archived copy of the webcast plus a full transcript available on the company's website? Nine Entertainment Chair, Peter Costello, who appreciates the benefits of a parliamentary [ hands on ] transcript where MPs don't have to scroll through old videos to find out what was said made this change last year and had a full transcript of Nine's AGM online before the end of the day. Can we match that time?

Thank you. Thank you for the question. We -- clearly, we will respond to shareholders, the majority of shareholders' request. We haven't had any such request other than yours, Mr. Mayne. So we will review that. Thank you.

There are no further questions, Chairman.

Thank you. As there are no further questions, proxies received in relation to this resolution are shown on the screen. Resolution 6 relates to the approval of an increase to the nonexecutive directors cap. The company is seeking shareholder approval to increase the aggregate amount that may be paid per annum as remuneration to nonexecutive directors by $800,000 to $4 million. This is a maximum limit and does not indicate that fees will necessarily be increased to that limit. The current maximum amount was approved by shareholders at the 2018 Annual General Meeting. The increase is being proposed given the increasing time and responsibilities required of nonexecutive directors. In addition, the increase will provide the Board with greater flexibility to attract and appoint additional global directors to complement the Board's current composition and to continue to manage orderly succession planning. Further details are set out in the notice of meeting. Please note that there's a voting exclusion applicable to this resolution as set out in the Notice of Meeting. Are there any questions on this resolution?

Chairman, a question from Mr. Stephen Mayne. When disclosing the outcome of all resolutions today, including this forward fee cap increase, will the Chair support the idea of publicly disclosing how many of our 44,000 retail shareholders voted for and against each item, similar to what happens with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by Metcash Texas and Altium after their AGMs last year. Rather than the vote being dominated by institutions and the Ainsworth family, please embrace the secondary form of voting disclosure as well.

Again, thanks for the question. And the theme of your question is something that we agreed with in terms of all shareholders being supported and all shareholders having the same rights. We don't consider what is being specifically proposed here as best practice. However, we will consider it.

There are no further questions, Chair.

So as there are no further questions, proxies received in relation to this resolution are shown on the screen. So we'll now take the opportunity to address the general questions asked by shareholders over the course of the meeting, if there are any questions -- further questions?

There are no further questions, Chairman. This concludes all the questions.

Thank you. Ladies and gentlemen, fellow shareholders, that concludes the discussion on the items of the business. If you have not already done so, I now ask you to submit your vote before I close the voting system. If you are eligible to vote at this meeting, a polling icon should be visible. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your role simply -- sorry, to cast your vote, simply select one of the options. There's no need to hit a submit or enter button as the vote is automatically recorded. [Voting]

Thank you. I declare the meeting -- the voting closed. And the results of the poll will be announced via the ASX. As this concludes the formal business of the meeting, I thank you for your attendance and for your ongoing support of your company. I would like to thank you once again for your interest and support of Aristocrat and for joining our meeting virtually today. Now I declare the meeting closed. Thank you.