Ainsworth Game Technology LimitedASX: AGI

ASX Release – AGI 2018 Notice of Annual General Meeting and Proxy Form

Oct 28, 2018 at 11:01 PM UTC · Issued by Ainsworth Game Technology Limited

NOTICE OF 2018

ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Ainsworth Game Technology Limited

ABN 37 068 516 665

Notice is given that the 2018 Annual General Meeting (AGM) of the shareholders of Ainsworth Game Technology Limited ACN 068 516 665 (the Company) will be held at the following time and location, as speciﬁed below:

Date:	Tuesday 27 November 2018
Time:	11:00am (AEDT)
Location:	Bankstown Sports Club
"Georges River Room"
8 Greenﬁeld Parade (Cnr Greenﬁeld Parade and Mona Street)
Bankstown NSW 2200

AINSWORTH GAME TECHNOLOGY

ANNUAL GENERAL MEETING

BUSINESS

Annual Financial Report and Directors' and Auditor's Reports

To receive and consider the Annual Financial Report including the Directors' and Auditor's Reports in respect of the ﬁnancial year ended 30 June 2018.

Please refer to the accompanying Explanatory Statement for more information.

Resolution 1 - Re-election of Mr. Michael Bruce Yates, as Director

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

"That Mr. Michael Bruce Yates, who retires in accordance with Rule 7.1(f) of the Company Constitution and ASX Listing Rule 14.4, and being eligible, oﬀers himself for re-election, be re-elected as a non-executive director of the Company."

Please refer to the accompanying Explanatory Statement for more information.

Resolution 2 - Re-election of Ms. Heather Alice Scheibenstock, as Director

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

"That Ms. Heather Alice Scheibenstock, who retires in accordance with Rule 7.1(d) of the Company Constitution and ASX Listing Rule 14.4, and being eligible, oﬀers herself for re-election, be re-elected as a non-executive director of the Company."

Please refer to the accompanying Explanatory Statement for more information.

Resolution 3 - Approval of Remuneration Report

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

"That the Remuneration Report for the Company required by section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act), which is included in the Directors' Report in respect of the year ended 30 June 2018, be adopted."

Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

Please refer to the accompanying Explanatory Statement for more information.

CONTINGENT BUSINESS

Resolution 4 - Conditional Spill Resolution

If required, to consider and, if thought ﬁt, to pass as an ordinary resolution:

"That, subject to and conditional on at least 25% of the votes cast on Resolution 3 being cast against the Remuneration Report:

- an extraordinary general meeting of the Company (the Spill Meeting) be held within 90 days of the passing of this resolution;
- all of the non-executive directors in oﬃce when the resolution to approve the Directors' Report for the ﬁnancial year ended 30 June 2018 was passed (being Mr. Graham Campbell, Mr. Danny Gladstone, Mr. Harald Neumann, Mr. Colin Henson, Mr. Michael Yates and Ms. Heather Scheibenstock) who remain in oﬃce at the time of the Spill Meeting, cease to hold oﬃce immediately before the end of the Spill Meeting; and
- resolutions to appoint persons to oﬃces that will be vacated immediately before the end of the Spill Meeting be put to vote at the Spill Meeting".

Voting exclusion statement regarding Resolutions 3 and 4

In accordance with section 250R (4) of the Corporations Act, the Company will disregard any votes cast in favour of resolution 3 and 4 by, or on behalf of, any member of the Company's key management personnel (as deﬁned in the Corporations Act), whose remuneration is disclosed in the Remuneration Report and any closely related party (as deﬁned in the Corporations Act) of such key management personnel (Excluded Persons).

However, the Company will not disregard a vote if:

a. it is cast by an Excluded Person, as a proxy for a non-Excluded Person appointed by writing that speciﬁes how the proxy is to vote on the resolution; or
b. it is cast by the Chairman as a proxy for a non-Excluded Person where the proxy appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected with the remuneration of a member of the key management personnel.

DETERMINATION OF SHAREHOLDING AND VOTING ENTITLEMENT FOR THE PURPOSE OF THE MEETING

For the purpose of determining a person's entitlement to vote at the AGM, shares will be taken to be held by the persons who are registered as shareholders at 11.00am (AEDT) on Sunday 25 November 2018.

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE AGM

In accordance with the Corporations Act, a reasonable opportunity will be given to shareholders to ask questions or make comments on the management of the Company at the AGM.

Similarly, a reasonable opportunity will be given to ask the Company's external auditor, KPMG, questions relevant to:

- the conduct of the audit;
- the preparation and content of the Auditor's Report;
- the accounting policies adopted by the Company in relation to the preparation of its ﬁnancial statements; and
- the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to KPMG if the question is relevant to:

- the content of KPMG's audit report; or - the conduct of its audit of the Company's Annual Financial

Report for the year ended 30 June 2018.

Relevant questions for KPMG must be received no later than 5 business days before the AGM date by the Company Secretary:

Mr. Mark Ludski c/- Ainsworth Game Technology Limited 10 Holker Street

Newington, NSW 2127

HOW TO VOTE

A shareholder can vote at the AGM:

a. in person;
b. by proxy;
c. by attorney; or
d. by corporate representative (if you are a corporate shareholder).

A shareholder will be counted as being present at the AGM if the shareholder votes in any of the ways outlined above.

Attendance at the AGM

All persons attending the AGM are asked to arrive at least 30 minutes prior to the time the AGM is to commence, so that their shareholding may be checked against the share register, their power of attorney or appointment as corporate representative can be veriﬁed (as the case may be), and their attendance noted.

Voting in person

If a shareholder wishes to vote in person at the AGM, they may attend the AGM which will be held at 11:00am (AEDT) on Tuesday 27 November 2018 at Bankstown Sports Club, "Georges River Room", 8 Greenﬁeld Parade (Cnr Greenﬁeld Parade and Mona Street) Bankstown NSW 2200.

Voting by proxy

A shareholder entitled to attend and cast a vote is entitled to appoint a proxy to attend and vote for the shareholder. The person appointed as a proxy need not be a shareholder of the Company and may be an individual or a body corporate. An appointment of proxy form accompanies this Notice of AGM.

Shareholders can direct their proxy how to vote by marking one of the boxes opposite each item of business on the proxy form attached. If the shareholder does not mark a box on the proxy form, or instruct its proxy on how to vote, the proxy may vote as they choose at the AGM. If the shareholder marks more than one box on the proxy form on an item, their vote will be invalid on that item.

A shareholder can vote a portion of their voting rights by inserting the percentage or number of securities the shareholder wishes to vote in the For, Against or Abstain box or boxes on the proxy form attached. The sum of the votes cast must not exceed the shareholder's voting entitlement or 100%.

If the shareholder is entitled to cast two (2) or more votes, the shareholder may appoint two (2) proxies and may specify the proportion or number of the shareholder's votes each proxy may exercise. If the shareholder appoints two (2) proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. If the shareholder appoints two (2) proxies, neither proxy may vote on a show of hands. When appointing a second proxy, a shareholder should write both names and the percentage of votes or number of securities for each, on the proxy form attached to this Notice of Meeting. An instrument of proxy in which the name of the appointee is not ﬁlled in is taken to be given in favour of the Chairman of the meeting to which it relates.

At the point of entry to the AGM, a proxy will be admitted and given a voting card upon providing written evidence of their name and address.

ANNUAL GENERAL MEETING

The lodging of a proxy form will not preclude a shareholder from attending in person and voting at the AGM if the shareholder is entitled to attend and vote. If the shareholder votes on any resolution, their appointed proxy is not entitled to vote and must not vote as that holder's proxy on the resolution. For the appointment of a proxy to be valid, the proxy form MUST be received by the Company or its Share Registry (details of which are set out in this Notice) not less than 48 hours before the time for holding the AGM. Proxy forms received after this time will be invalid.

Proxy forms submitted online or sent by fax or post in the manner set out in this Notice and on the proxy form must be received by the Company or its Share Registry not less than 48 hours before the time for the holding of the AGM.

Where the proxy form is executed under a power of attorney, the original power of attorney or an attested copy of the power of attorney or other authority under which it is signed MUST be lodged with the proxy form (unless it has already been lodged with the Company).

How the Chairman of the meeting will vote undirected proxies

The Chairman's voting intention is to vote undirected proxies able to be voted in favour of Resolutions 1, 2 and 3 and against Resolution 4, as set out in this Notice of AGM.

A shareholder can appoint the Chairman as proxy with directions to cast that shareholder's votes contrary to the Chairman's stated voting intention on any or all of the resolutions, or to abstain from voting on certain resolutions. Where a shareholder appoints the Chairman as their proxy but does not direct their vote on a particular resolution, the shareholder will be directing the Chairman to vote in accordance with the Chairman's clearly stated voting intention.

Voting by attorney

At the point of entry to the AGM, an attorney will be admitted and given a voting card upon providing written evidence of their appointment, their name and address and the identity of their appointer.

The lodging of a power of attorney will not preclude a shareholder from attending in person and voting at the AGM if the shareholder is entitled to attend and vote. If the shareholder votes on the resolutions, their appointed attorney is not entitled to vote, and must not vote as that holder's attorney on the resolutions.

In order for the appointment of an attorney to be valid, the original power of attorney or an attested copy of the power of attorney or other authority under which it is signed MUST be lodged with the Company not less than 48 hours before the time for holding the AGM. An appointment of attorney received after this time will be invalid.

Voting by corporate representative

To vote at the AGM (other than by proxy or by attorney), a corporation that is a shareholder may appoint a person to act as its authorised corporate representative. The appointment must comply with section 250D of the Corporations Act.

At the point of entry to the AGM, an authorised corporate representative will be admitted and given a voting card upon providing written evidence of their appointment including any authority under which it is signed, their name and address and the identity of their appointer.

Lodgement of proxy forms, powers of attorney and authorities

To be eﬀective, duly signed proxy forms, powers of attorney and authorities MUST be received at an address or by fax or email shown below at least 48 hours before the commencement of the meeting at 11:00am (AEDT) on Tuesday 27 November 2018. Any forms received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON:

Registered Oﬃce, 10 Holker Street, Newington NSW 2127, Australia

Share Registry, Computershare Investor Services Pty Limited, Level 4, 60 Carrington Street, Sydney

NSW 2000, Australia

BY MAIL:

Registered Oﬃce, 10 Holker Street, Newington NSW 2127, Australia

Share Registry, Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria 3001 Australia

BY FAX: 1800 783 447 (within Australia) or 61 3 9473 2555 (outside Australia)

ONLINE:www.investorvote.com.auBy Order of the Board

ML Ludski Company Secretary

29 October 2018 - Sydney

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions in the accompanying Notice of Annual General Meeting.

The directors recommend that shareholders read the Explanatory Statement in full before making any decision in relation to the following.

Annual Financial Report and Directors' and Auditor's Reports

The Annual Financial Report for the year ended 30 June 2018 (which includes all the ﬁnancial statements and notes and the Directors' and Auditor's Reports) will be laid before the meeting, in accordance with the requirements of section 317 of the Corporations Act.

There is no requirement for shareholders to vote with respect to, or to approve, these reports. However shareholders will be given a reasonable opportunity at the AGM to raise questions on the Reports. The Auditor will be in attendance at the meeting and can answer questions on the conduct of the audit and the contents of the Auditor's Report.

Resolution 1 - Re-election of Mr. Michael Bruce Yates, as Director

Rule 7.1(f) of the Company's Constitution requires that at each annual general meeting, one third of the directors of the Company must retire from oﬃce (or if there are not three directors of the Company, or if the number of Company directors is not a multiple of three, then the number nearest one third). The managing director and directors appointed to ﬁll casual vacancies are not to be taken into account in calculating the number of directors of the Company for the purposes of Rule 7.1(f) of the Company's Constitution.

The directors to retire at the AGM under Rule 7.1(f) of the Company Constitution must be those who have been longest in oﬃce since their last election.

ASX Listing Rule 14.4 also provides that a director of an entity must not hold oﬃce (without re-election) past the third annual general meeting following the director's appointment.

Rule 7.1(i) of the Company Constitution provides that a retiring director is eligible for re-election.

In accordance with Rule 7.1 of the Company Constitution, Mr. Yates has oﬀered himself for re-election to the Board as a non-executive director of the Company at this AGM.

The following is a summary of Mr. Yates and his experience: Mr. Michael Yates B.Com (with merit), LLB

Age: 64 years

Occupation: Lawyer

Business Experience: Mr. Yates has been a director of the Company since 2009 and is currently the Chairperson of the Regulatory and Compliance Committee and a member of the Audit Committee.

Mr. Yates brings to the Board extensive commercial and corporate law experience in a career spanning over 34 years. Mr. Yates has advised many public companies on ASX Listing Rules and Corporations Act requirements. He is a former senior corporate partner of Sydney law practices Holding Redlich and Dunhill Madden Butler and has acted for a number of clients involved in the gaming industry.

The Board recommends that shareholders vote in favour of the resolution for re-electing Mr. Yates.

The Chairman of the AGM intends to vote undirected proxies in favour of this resolution.

Resolution 2 - Re-election of Ms. Heather Alice Scheibenstock, as Director

The directors to retire at the AGM under Rule 7.1(f) of the Company Constitution must be those who have been longest in oﬃce since their last election.

ASX Listing Rule 14.4 also provides that a director of an entity must not hold oﬃce (without re-election) past the third annual general meeting following the director's appointment.

There are currently ﬁve directors of the Company, excluding the Executive Director and Chief Executive Oﬃcer, Mr. Daniel Eric Gladstone (the managing director of the Company for the purposes of Rule 7.1(g)(2) of the Company Constitution). Mr. Colin John Henson and Ms. Heather Alice Schiebenstock were both elected as directors at the AGM held on 15 November 2016. In accordance with Rule 7.1(f) and ASX Listing Rule 14.4, it was agreed between Mr. Henson and Ms. Scheibenstock, that Ms. Scheibenstock is due to retire at the end of this AGM.

In accordance with Rule 7.1 of the Company Constitution, Ms. Scheibenstock has oﬀered herself for re-election to the Board as a non-executive director of the Company at this AGM.

The following is a summary of Ms. Scheibenstock and her experience:

Ms. Heather Scheibenstock GAICD, AGIA Age: 50 years

Occupation: Company director

Business Experience: Ms. Scheibenstock has been a director of the Company since 2016 and is currently a member of the Remuneration and Nomination Committee and Regulatory Compliance Committee.