Aristocrat Acquisition of VGT Presentation

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. Transaction overview Transaction summary Strategic rationale - Aristocrat has agreed to acquire VGT for a total consideration of US$1,283 million (1) (A$1,365 million (2)) in cash VGT is a leading US gaming operations business, providing Class II gaming content, platforms, systems and technology Implied EV / adj. EBITDA multiple of 8.2x (CY13) Implied EV / adj. EBITDA multiple of approximately 7x (CY13) post adjusting for the estimated net present value of expected tax deductions resulting from the transaction (3) Transformational transaction provides strong strategic and financial benefits: - - - Funding Accretion Increased scale in the North American gaming operations segment, Aristocrat's largest single value opportunity and a key strategic priority, with step change from approximately 8,200 units installed to 28,400 Highly complementary product suite across Class III, Casino Management Systems and Class II Strong cash flows Operational opportunities from product synergies and some potential cost synergies Cultural alignment with strong customer service and high performance focus across both organisations Acquisition and refinancing funded by: US$1,300 million fully underwritten long term US Term Loan B debt facility A$375 million fully underwritten Placement, a non underwritten placement to Ainsworth family shareholders ("Ainsworth Offer") and a Share Purchase Plan ("SPP") Long-term financing secured at current favourable rates Expect low-mid teens EPS accretion (pre acquisition related amortisation) on a pro-forma FY14 basis (pre-synergies, transaction and integration costs) 3 Timing Subject to necessary regulatory approvals, expected to complete by the end of the first half of FY15 Notes: (1) तुल The purchase price is subject to customary completion adjustments, an adjustment for machine placement fees incurred prior to completion and certain tax indemnification and deferred payments associated with a tax election Converted to AUD at a 0.94 AUD/USD exchange rate The acquisition is expected to qualify for election under Sec. 338(h)(10) of the US Tax Code which enables Aristocrat to treat the transaction as an asset purchase for income tax purposes which will result in higher deductions

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