Good morning, ladies and gentlemen. My name is Tom Amos, and I'd like to welcome you to the 2024 AGM for Bigtincan Holdings Limited. It's now past 9:30 A.M., yes, and these being a quorum as present, I declare the meeting open for business and confirm the meeting has been properly constituted. Next slide, right. In opening the 2024 AGM, I would like to introduce the board and the management of the team of Bigtincan Holdings, and those who are present at this meeting. For my fellow directors, Wayne Stevenson, who's here, Inese Kingsmill at the end of the table here, Tim Ebbeck, and of course, David Keane. The company secretary is Lucy Rowe, and the representatives are here from our auditors and from our lawyers. The company considers it appropriate to hold this AGM as a hybrid meeting in a manner that is consistent with the requirements of the Corporations Act and the company's constitution. Next slide. Persons are entitled to vote. This is how to participate. Essentially, persons are entitled to vote on the poll are all holders, representatives and attorneys of shareholders, and proxy holders who have a blue admission card or are logged into the Computershare online platform. The blue admission card, of course, is this one here, which you would have been given on the way in. Voting will be completed in person or online via virtual Computershare online platform. Shortly, I will declare the voting for all items of business open. As previously notified, voting at the meeting will be conducted by both online platforms provided by a registry, Computershare, and in person here. For those shareholders entitled to vote at today's meeting and are intending to use the online platform, if you have not already done so, please log in using the information provided in the Notice of Meeting. Once you have logged in and the voting is open, please select the polling icon on the portal voting page, which will bring up the one resolution for today's meeting and present you with the voting options. To cast your vote, simply select one of the options. There is no need to hit submit or enter the button. The vote is automatically recorded. You have the ability to cast or change your vote on the resolution up until the time I declare the voting closed. For those shareholders entitled to vote at today's meeting and are intending to vote in person, please ensure you have been issued with the blue voting card. I now declare the voting open for all items of business. For online attendees, the voting tab will soon appear. Please submit your votes at any time. I'll give you a warning before I move to close the voting. To allow shareholders time to log in, I declare the poll open. Online voting is now open and will remain open until I declare it closed at the end of the formal business. Your votes must be submitted prior to the poll being closed for them to count. Right. Today's agenda will be as follows. My chairman's address, after which David Keane will present his CEO update. We'll then proceed to the formal matters, essentially of considering today's AGM, and finally, there will be an opportunity for questions and discussions. All right. Let me move to the chairman's address. Dear shareholders, as Chairman of Bigtincan Holdings Limited, it is my pleasure to present this report to you on the financial year ended 30th June 2024. While the macroeconomic conditions impacting our customers and our focus on their buyers, this year has meant that Bigtincan did not have a growth year. With revenue declining slightly, we have continued to solidify sort of our position as a leader in the sales enablement market. Our commitment to lead the market and to help customers cope with the world impacted by AI technologies has been a cornerstone of our strategy this year, with our team creating cutting-edge AI-driven solutions that enhance customer engagement and streamline sales processes. This innovation has not only strengthened our product offerings, but also positioned us at the forefront of digital transformation and sales enablement. In the market, the global sales enablement market continues to evolve rapidly, driven by increasing demand for digital solutions that enhance customer engagement. Bigtincan is at the forefront of this transformation, leveraging our innovative technology to meet demands of business and navigating the more digital and interconnected world. Despite economic uncertainties in some regions, we have seen robust growth in key markets, particularly North America and Australia. Our strategic acquisition of Modus has further expanded our market reach and hence our competitive edge. I'll now turn to the Investcorp and Vector Capital proposals. The transaction with Investcorp AI Acquisition Corp, Investcorp, which is subject to resolution one, and the proposal from Vector Capital Management LP, or Vector, which the Bigtincan board is now determined to be superior in respect of which the Bigtincan board is convinced of matching rights process under the terms of Investcorp transaction. Let me talk about Investcorp directly. On the 21st of October 2024, Bigtincan had entered a Scheme Implementation Deed and Business Combination Agreement and related transaction documents with Investcorp AI Acquisition Corp, under which if implemented, Bigtincan's business would be listed on the Nasdaq through a newly formed Cayman Islands exempt company. The Investcorp transaction involves shareholders exchanging their shares in Bigtincan for shares in a newly formed Cayman Islands exempt company called Bigtincan Limited, which would be listed on the Nasdaq. Under the Investcorp transaction, Bigtincan shareholders would receive one Bigtincan Limited share for every 30.97 Bigtincan shares held today, such that the shareholders will own about 75% of the ordinary shares in the Nasdaq listed entity immediately following the implementation. The Investcorp transaction contemplates a conditional partial cash consideration alternative, which under which as an alternative. If activated, Bigtincan shareholders may also be able to elect to receive cash consideration of approximately $0.16 or approximately AUD 0.25 at the current exchange rate per Bigtincan share, subject to the availability of funds and a scale-back mechanism. That cash election facility has not yet been activated, and there's no certainty it will be. Implementation of the Investcorp transaction is subject to a number of conditions, including customer scheme conditions, foreign investment review approval, and conditions required in connection with the merger and the Nasdaq listing. The Investcorp transaction is also conditioned upon Bigtincan shareholders passing an advised resolution in the form of resolution one at today's AGM. If resolution one is not passed, subject to consultation period, the parties will be entitled to terminate the documentation for the Investcorp transaction. Bigtincan will not be required to pay a break fee to Investcorp if Investcorp transaction is terminated as a result of resolution one not being passed. If resolution one is passed, the relevant conditions under the scheme implementation deed will be satisfied. That does not mean Investcorp transaction will occur, as it will still remain subject to other conditions precedent, including the approval of by shareholders at a scheme meeting. The notice of meeting sent to shareholders on the 30th of October 2024 contains the unanimous recommendation of the Bigtincan to the Bigtincan shareholders support the resolution one in the absence of a superior proposal and subject to independent expert, including the Independent Expert's Report and continuing to include that the Investcorp transaction is in the best interest of the Bigtincan shareholders. The Vector proposal. I will now provide an overview of the proposal received from Vector. As announced on the 25th of November 2024, Vector has completed its due diligence and made a revised investment committee approved proposal to acquire Bigtincan by way of scheme of arrangement for cash consideration of $ 0.22 per share, subject to the cash consideration being reduced on a one cent per share basis for estimated Bigtincan transaction costs in connection with the Investcorp transaction, the Vector proposal, and the directors' nominations at today's AGM not exceeding $ 4 million as costs and to $ 0.007 per share if the break fee becomes payable under the Investcorp transaction. The Bigtincan board has carefully reviewed the terms of the Vector proposal, has determined that the Vector proposal, which is a superior proposal, is defined under the terms of the scheme implementation deed with Investcorp because it, A, is reasonably capable of being valued and completed within a reasonable timeframe in accordance with its terms, B, would, if completed substantially in accordance with the terms, be reasonably likely to result in a transaction more favorable to Bigtincan shareholders than the Investcorp transaction, having regard to matters, including consideration, conditionality, funding, certainty, and timing, taking into account all the aspects of the Vector proposal and the Investcorp transaction. Under the terms of the scheme implementation deed with Investcorp, Bigtincan has provided notice to Investcorp transaction parties, which triggers the four business day matching period under which Investcorp has until 11:59 P.M. Sydney time, Monday, the 2nd of December, to make a counter proposal. If Investcorp tables a counter proposal, the Bigtincan board must review that counter proposal in good faith and determine whether that counter proposal would provide equivalent or superior outcome to Bigtincan and Bigtincan shareholders as a whole compared with the Vector proposal. Bigtincan will keep shareholders informed of any counter proposal received from Investcorp and the implications under the Investcorp transaction if, one, the counter proposal received which the board determines provides an equivalent or superior outcome to the Bigtincan and the Bigtincan shareholders as a whole compared to the Vector proposal, and B, a counter proposal is received which Bigtincan board determines would not provide such an outcome to Bigtincan and Bigtincan shareholders or the counter proposal is received at the expiry no counter proposal is received at the expiry of the matching period. The board engagement. So that sort of talks about the two transactions that are on foot. Board engagement. During the important time, the company's evolution, we continue to positively, constructively, and actively engage with our shareholders, consistent with our obligations to act in the best interest of all shareholders. We remain committed to the highest levels of corporate governance and transparency around our business and appreciate the respect and views of our shareholders. We continue to welcome and receive shareholder feedback, communications from all shareholders. Our strategic focus. Looking ahead, Bigtincan remains committed to its strategic priorities, expanding our market presence, enhancing our product suite, and driving operational efficiencies. We are focused on building a strong core customer base while exploring new opportunities for growth through strategic partnerships. In conclusion, I'd like to thank our dedicated team for their hard work and innovation, which have been instrumental in driving Bigtincan's success. I also extend my gratitude to our shareholders for their continued support and confidence in our vision. I'd like to thank Inese Kingsmill for her support and contribution over the last three years as she retired at the conclusion of this meeting. We're excited about the future and remain steadfast in our mission to lead the sales enablement industry with cutting-edge solutions that empower business worldwide. Thank you for attendance and the ongoing support. Thank you very much. Thanks for that, Tom. So let's get us switch this over. So folks online. Awesome. All right. Thank you, Tom. So my opportunity now is to talk to you a bit more about the business, which I think is the most important thing we can do today. As shareholders, I think it's incredibly important you understand what Bigtincan does, what are our opportunities, what is the focus of execution of the business today. Before I do that, I want to have a couple of remarks of my own, and then I'll go through these slides which have been published to the ASX. They're all available to you on LinkedIn. As Tom was indicating, certainly 2024 for Bigtincan was an eventful year. We saw changes in our market. We saw product innovation. And certainly these corporate business updates that Tom talked about have impacted the world of everybody at Bigtincan. I think it's important to understand the strength of this business is our customers, our technology, and our employees. And on behalf of that global employee team, I'm really pleased to provide you with an update on the business progress in FY24 and the overall achievements. I'm going to go into the strategy on this slide in a minute, but I think, and we'll talk a lot about the financial achievements as well, but it is worth starting with that. I think despite the macro challenges Tom talked about, Bigtincan had focused in this last year on the EBITDA position of the company. While Bigtincan continues to be one of the largest software-as-a-service businesses on the ASX, with our FY24 revenues of $ 117 million, during this year, that scale has enabled the ability for the company to report its record EBITDA of $ 11.3 million. That's a substantial turnaround from a negative $ 4.9 million EBITDA loss in FY23. When we adjust for one-time events, the adjusted EBITDA of the company for FY24 was $ 16.2 million. Now, I do want to note, first of all, the seasonality of our business, and those who follow Bigtincan will see that in our first half and second half results. Noting that seasonality, together with that revenue and EBITDA progress, the transition of the company to a cash flow positive business in FY24 was a big focus of the company. Operating cash flow of $ 6.2 million for the full year and $5 million in free cash flow in the second half of FY24 are good indications of that. I do want to say that the board of Bigtincan set that vision for the company, and the team achieved. I think it's important to also note, and we'll talk about that in a minute, that whilst we delivered those results, the team innovated with the launch of five new AI-powered features under our Genie AI umbrella. And for shareholders that are interested, we have access to that technology and can take you through that today. In FY24, Genie AI-based technologies impacted over $ 5 million of ARR in about four months of progress, those products being in the market. And I'll talk about the impacts of that this year, and you'll see those numbers have doubled. We've created a dedicated website for investors at bigtincan.com/ai, and I'd encourage you to visit that website to learn more about these products, our vision, and the future of the industry. Also in FY24, we secured the second largest deal in the history of Bigtincan with Align Technology. I think that reflects the growing reputation of this business as a leader in sales enablement technologies. Our global footprint includes more than 2,000 customer deployments, and that's a testament to the trust and loyalty we have with our customers. One new one, just this past week, and you can see this on our website, Bigtincan was named to The Software Report list of global top 100 software companies in 2024, which in my view is the kind of recognition Bigtincan deserves. As Tom said, today shareholders have an opportunity to vote on the future of Bigtincan and the Investcorp proposal that would take BTH to the Nasdaq, with the board having reviewed the Vector proposal and provided an update to shareholders. My hope is that BTH will see its shareholders aligned to obtain the best possible value for the business that allows that value to pass to shareholders and allow the business to thrive in the future. I do want to personally acknowledge many shareholders who have reached out to me directly to express their support for the Investcorp-sponsored deal and what that could deliver, but I do want to say that having the ability for shareholders to vote on that is the best approach. I'll talk about FY25 in a minute and where we see that going. I think the highlight for shareholders is we provided an outlook at our full year FY24 results that was for an improving free cash flow position, noting the seasonality in the business and the EBITDA target of $14 million or more. That represents a 20% growth in our EBITDA results for this year. I do want to say the ability for the business to achieve those outcomes will be influenced by the need for us to address any of these corporate distractions. These distractions do present real risks for the business in our competitive marketplace and need to be managed carefully. Again, one more time to express my gratitude to the entire team at Bigtincan. You guys are the people that make the difference. So thank you all. If you're out there watching, I know everyone here appreciates the work that you do. Okay, let's talk a bit about the strategy of the company. These are the four pillars of Bigtincan's strategy. I think these are important for shareholders to understand how these play an important role in shaping the company's actions. The first one is build products that drive the revenue line. We understand clearly where our products are used by our customers, and we are building the tools that help the world's leading companies to create what we call the buying experience of the future in their revenue line. We are helping companies to transform how they engage with their customers, and we're very focused on maintaining a strong commitment to that line of business. We also believe on the second pillar that if we can connect and deliver that as a complete platform, we'll provide more value to our customers as well as a more efficient and more successful business. Bigtincan has focused on product integration over the last couple of years and continues to believe that is one of the ways to add value around our solution. We also want to innovate and grow our existing revenue. That means not just about the new deals and new logos that we win. It's about the existing customers we have, providing more value, seeing them stay with us, which is a big part of our strategy of addressing churn and challenges in the market, but also making sure that customers take advantage of our new products like the Genie AI family of tools. We'll talk about some of the impacts today. The fourth milestone we look at is efficient operation. The entire team is committed to making sure that we are delivering an efficient business, and that's taking advantage of some of the scale we've gained from previous M&A and the global outlook of this business to improve our margins and lower operating costs. Let's go to the next slide, please. I talked about some of the highlights before. This is just from our FY24 investor deck, so no new information here. But again, I think the important things to note are the significant focus on EBITDA in our FY24 year, and I believe that was a pretty important part of delivering the results that we'll talk about more today. But maintaining the gross margins and the ability to lead with the technology we're building, I think, was key to delivering these results. But that's looking back. Let's look a bit more forward. Let's go to the next slide. Where are we today? Well, Bigtincan today is a business that has transformed to focus on sustainable EBITDA. We have done that whilst achieving the technological transformation to an AI-led product future. Now, I know many shareholders will read things in the newspaper and hear about AI and think it's hype, but I can share with you, when I meet with our customers every day, some of the world's leading brands are telling me clearly this is making a significant impact on the way their business is run, and it will be part of all of our lives in the future. At the same time, the core team and technology has been optimized to address the future of our buyer-seller interactions, making the technology and the team efficient to be sure we can deliver for our customers into the future. Let's go to the next slide and talk a bit more about that future. I talked about the five offerings that we've launched in the last year under the Genie AI umbrella. Genie AI is the name we give to the engine that powers AI inside the Bigtincan platform. These five features: Search AI, which provides advanced AI-powered search to help our customers find answers amongst a tremendously confusing world of different information sources. Genie Assistant, which enables our customers to ask questions and get help both textually and with voice and vision to be able to answer questions. Authoring AI enables our customers to build content rapidly and effectively. Coaching AI helps our customers to understand the performance of their people and give them guidance as to how they can improve their personal performance and the way they engage with customers to get better outcomes, and lastly, Role Play AI, where we create a virtual customer that is tailored for the specific needs of our customers so they can enable their teams to practice before they engage, and underpinning all of that is Secure GLP. This is a technology that Bigtincan built right from the beginning. It enables our customers to implement AI, but without fear of what happens to my data and who's getting access to my information, am I giving my corporate secrets out to someone that's going to train on that data? Secure GLP is the foundation layer underneath these five Genie AI products. But I think for investors and shareholders, the next slide is impactful. I talked a bit about it before, but I want to talk to you more about it now. At our FY24 results, we did start to say to people, "Hey, this is working. We're starting to see customers buy this technology." We talked about $ 5.6 million of our annualized recurring revenue being impacted by AI in about a four-month period earlier in calendar 2024. Pleased to report to shareholders that as of the AGM, that was across 59 different customer deals. As of this point for the AGM, we've got 124 deals and more than $ 10 million impacted from those AI products. Now, while $10 million out of $117 million may not seem like a lot, what you're seeing is an almost doubling, yeah, almost doubling of the impacts of this on our entire customer base, half over half. So we think this is something in our engagement with customers that's going to continue to be a core part of how we grow Bigtincan. Let's go to the next slide. Okay, a bit more about the future. Let's go to the next one. Thanks. This is the same slide we put up at our full year FY24 results. And I think there were three pillars that we saw as the outlook for the company. The first one is improving free cash flow position in FY25, noting again the seasonality the company experiences every year. We think that these new products, the new capabilities of the platform, and the ongoing efficiencies we're implementing at Bigtincan will assist improving that free cash flow position. We've set an EBITDA target of $14 million. That's 20% growth over last year, given those changes and the innovation driving our product line, we think is a sensible goal for the business. And the last thing is ARR to grow in FY25. So at the end of FY25, the vision is that we're able to achieve growth. And it does depend on a couple of things. It depends, of course, on the company executing. It depends on these product take-ups continuing to be the level we've seen in these last few months, but I think it's also important to mention to shareholders that these results are obviously going to be impacted by risks and uncertainties around BTH. And it's important that the company is aligned the best it can be to maintain the opportunity to win these customer deals, keep our customers growing, and take advantage of the great technology that Bigtincan builds. I think that's it for me. Thank you so much for the next slide. We'll just close it out. Yep, thank you. I'm going to hand back to Tom to conduct the formal business of the meeting, and again, the message for shareholders, both online and here in the room, if you're interested in learning more about the Bigtincan technology and seeing it in operation, first of all, visit bigtincan.com/ai. I think it is a really good representation of how we see the future of our market. And reach out. Love to take you through the technology and give you an example of how it delivers for our customers today. Okay, thank you. Thank you for your help. Yes. Thanks, David. Thanks, David, for your presentation. As mentioned earlier, there'll be an opportunity for questions at the end of the meeting. We now come to the formal part of the business and the formal part of the meeting. We sent a formal business out and notice of meeting. And essentially, the notice of meeting, general meeting was distributed on or about the 30th of October 2024, and that's to be taken as read. Voting on all resolutions will be conducted by the poll that's running at this moment. The purpose of this poll, I appoint Gemma Coe from Computershare, the company share registry, who has examined and prepared the summaries of proxy forms received to act as the returning officer and to conduct the poll. Shareholders are in attendance virtually that have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by registering your shareholding with Computershare. Instructions on how to register your holding were provided with notice of meeting. Please note that the online voting is now open and will remain open until the poll is declared closed. Your votes must be submitted prior to the poll being closed for them to count. The persons entitled to vote in this poll are all shareholders, representatives, and attorneys of shareholders, proxy holders who have a blue voting card. If you're attending in more than one of those capacities, you'll now be issued with as many voting cards as you have as separate capacities, which should have been done when you came in. If anyone believes that they are entitled to a vote on this poll in any capacity and does not have a blue card, in respect thereof, please raise your hand now, and the share registry people will attend to you. There's no one here. All right. At the appropriate time, I'll ask you to mark your vote and essentially the resolution on the blue card. If you're a shareholder and wish to cast your votes in a resolution, please place a mark on that, either a for, against, or abstain in that resolution. If you're a proxy holder, a summary of the votes to which you are entitled has been attached to the voting card. If the summary of votes, including discretionary votes, these are yours to cast at your discretion, if you wish to cast a discretionary vote, please place the mark in the corresponding for, against, or abstain boxes. If your summary of votes does not have any discretionary votes, you do not need to mark your voting card and will simply need to hand it to the returning officer at the end of the resolution. After all resolutions have been read and voted upon, please place it in one of the ballot boxes that will be circulating the room. All right. If there are any questions regarding the voting process? No. No questions for you online. All right. There are no more further questions. Proxies have been inspected, and all those validly lodged have been accepted. Proxies have been received so far are 479,831,569 shares, or approximately 58.4% of the issued capital of the company. All undirected proxies or open votes that have been nominated to the chair of the meeting as their proxy will be cast in favor of resolutions one, two, four, five, eight, and nine, and against resolutions three, six, and seven, as outlined in the notice of meeting. We'll now proceed to the resolutions set out in the notice of meeting. All right. Financial statements. Right. The first business is to receive the company's annual financial report for the year ended 30 June 2024. The financial report and all reports of the directors and the auditors are now laid before the meeting. There will be no vote on this item, a discretionary item only. The company auditors for 30 June 2024 financial year, Gareth Few and Dries Martens from BDO, are present here to take any questions relevant on the conduct of the audit and preparation of the content of the independent auditor's report. Are there any questions or comments on the financial report and reports of the directors, the auditors? Right. Are there any questions regarding the relevant conduct of the audit and the preparation of the content of the auditor's report to be put to the auditor? Who's here? All right. We'll now put the resolution to set out in the notice of meeting at the general meeting. All right. So resolution number one. Thank you. Resolution number one is as follows: to consider and adopt to pass with or without amendments resolution one for the support of the scheme transaction with Investcorp as an advisory resolution only, that the transaction contemplated by the scheme implementation deed and the business combination agreement dated the 21st of October 2024, as described in the Explanatory Statement, which accompanies the form and is part of this notice of meeting, be supported. I put to the motion. All right. Yeah. I put the motion. I will advise the proxies and receive, which I have as follows. For 97,224,399 against 375,148,895, abstain 7,478,275, and abstained 396,014. If you wish to discuss the resolution, please raise your hand, or if attending virtually, submit your question in the Q&A. All right. Lucy, are there any? We do have one question on the Q&A. Yes. You want to answer that? I think that that's a good question. I think the reality is that for any move at that scale, I talk to our customers every day. It is important to have the right partner to help us to do that. And I think the board was approached by Investcorp and felt Investcorp was able to provide the right combination of corporate experience, recommendation to be able to grow value for shareholders. So I think the answer to that is, of course, anybody can just move listing. But to move listing and make it successful, you do need to have the right partners, the ability to get the right support to raise future capital and conduct other activities. And given the option in front of the board, which was presented by Investcorp, that's, I guess, the best answer for you in terms of how we've seen that. Right. All right. Then any more questions? All right then. Essentially, I now put the motion. Please mark your voting instructions on your blue card for your vote later and for the online portal, via the online portal. All right. Resolution number two, the adoption of the Remuneration Report, which is on the screen now. Resolution number two is as follows: to consider and if thought fit to pass with or without amendment, resolution number two, adoption of the remuneration report, which is, of course, an advisory resolution only. And that resolution is that for the purposes of Section 250R of the Corporations Act and all other purposes, the remuneration report for the financial year 30 June 2024 be adopted. Before I put the motion, I'll advise you that the proxies received, which are as follows: for 278,134,019 against 171,296,470, open 1.122 million at 460, excluded 28,294,735, and abstained 1.439 million shares. If you wish to discuss the resolution, please raise your hand, or if you're virtually, submit your questions in Q&A. We have one question online from Mr. Stephen Mayne. Did any proxy advisors produce a report ahead of today's meeting? If so, did they recommend a vote against any of today's resolutions, including this remuneration report item? Also, have there been any material proxy protest votes? Best practice is now to disclose the proxy position to the ASX, along with the formal addresses, but you have not done this today. Please detail the proxy position on all resolutions as soon as possible. Will do. I was aware there was ISS put out a report, which I was aware of. They essentially supported the position of the board, but they did vote against item one, the resolution, but all the others they supported too. There was a source of the Glass Lewis, which I think voted differently, but I haven't seen that one. That's my understanding on the proxy advisors. All right. Are there any other questions? All right. All right then. I now put forward the motion. Please either mark your voting card and instructions on the blue card or vote via your online portal. All right. Yeah. Yeah. We will now go to the conditional resolution on item three, which is essentially a strike because there's a spill strike that's been enabled because more than 25% voted against the remuneration report. So resolution number three, which is the conditional one, is as follows: to consider and thought appropriate, thought fit pass with or without amendment resolution three, Spill Resolution as an ordinary resolution. It's subject to and conditional on at least 25% of the votes cast on resolution two adopting the remuneration report being cast against the adoption of the company's remuneration report for the financial year ended 30 June 2024. A general meeting of the company, spill meeting, will be held within 90 days of passing of this resolution. B, all non-executive directors in office when the resolution was passed to adopt the directors' report for the financial year ended 30 June 2024 and remained in office at the time of the spill meeting will cease to hold office immediately before the end of the spill meeting. C, resolution to appoint persons to offices that will be vacated immediately before the end of the spill meeting to be put to the vote of the spill meeting. This item for business is conditional resolution and only taken into account if the outcome of item two is such that 25% of the votes are cast against the adoption of the remuneration report. Before I put the motion, I would advise that the proxy votes received are as follows: for 296,239,614 against 159,147,273, open 1.30750 million, excluded 28,294,785, and abstained 6,288,911. If you wish to discuss the resolution, please raise your hand or if attending virtually, submit your questions via Q&A. That's no questions. Right. I now put forward the motion. Please mark your card instructions upon your blue voting card or vote on the online portal. Resolution number four. Next slide, thanks. All right. Essentially, the election of Board-endorsed director, Mr. Tim Ebbeck. Resolution number four is as follows: to consider and if thought fit to pass without amendment, resolution for the election of Board-endorsed director, Mr. Timothy Ebbeck, as an ordinary resolution. That for all purposes, Mr. Timothy Ebbeck, who is appointed as a director by the board effective 7 June 2024, and whose appointment as a director expires at the conclusion of the annual general meeting in accordance with the company's constitution and ASX listing rule 14.4, and being eligible, offers himself for election and is elected as a director. Before I put the motion, I'll advise the proxy votes received, which are as follows: for 454,364,893 against 16,147,912, open 7,641,050, and abstained 2,133,738. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit a question via the Q&A. Are there no questions? No questions. Right. Thank you. All right. I now put forward the motion. Please mark your card voting instruction on your blue voting card or vote via the online portal. Resolution number five, board-endorsed director candidate, Mr. Akash Agarwal. I put resolution number five as follows: to consider and thought fit to pass with or without amendment resolution five, election of a board-endorsed director candidate, Mr. Akash Agarwal, as an ordinary resolution. That for all purposes, Mr. Akash Agarwal, having considered to act as a director of the company, be appointed as a director of the company at the conclusion of the annual general meeting. Before I put the motion, I'll advise you the proxy votes received, which are as follows: for 314,796,257 against 155,842,211, open 7,595,425, and abstained 2,033,690. If you wish to discuss the resolution, please raise your hand, or if attending virtually, submit your questions via Q&A. No questions. No questions. Right. All right then. I now put the motion. I put forward the motion. Please either mark your voting instructions on your blue voting card or vote via the online portal. Resolution number six, election of a non-board endorsed director candidate, Mr. Earl Eddings. Resolution number six is as follows: to consider and if thought fit to pass with or without amendment resolution six, the induction of non-board endorsed director candidate, Mr. Earl Eddings, as an ordinary resolution. That for all purposes, Mr. Eddings, having been nominated by a shareholder and consented and asked to act as the director of the company, be appointed as the director of the company at the conclusion of the annual general meeting. Before I put the motion, I'll advise the following proxy votes, which have been received, are as follows: for 185,047,318 against 295,324,939, open 7,598,009, and abstained 2,297,317. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your question via Q&A. We have one question for Mr. Stephen Mayne. Could Earl Eddings and Tony Toohey please detail their history of working together running hostile for the board of public companies? As someone who has failed on 56 occasions running for public company boards, I'm impressed that you're prepared to have a crack. Do you believe Bigtincan has run a fair election process? I'd have my answer to that. Well, that's a question for those folks. It's a question for them, and I don't believe they're here. All right. Thanks. Thanks, Steve, for his comment question. I've now put the motion. Please mark either your voting instructions through a blue voting card or vote via the online portal. Resolution seven, election of non-board endorsed director candidate, Mr. Tony Toohey. Resolution seven is as follows: to consider and thought fit to pass with or without amendment. Resolution seven, the election of a non-board endorsed director candidate, Mr. Tony Toohey, as an ordinary resolution. That for all purposes, Mr. Tony Toohey, having been nominated by the shareholder and consented to act as a director of the company, be appointed as a director of the company at the conclusion of the annual general meeting. Before I put the motion, I'll advise I hold the proxies received, which are as follows: for 163,542,387 against 306,788,039, open 7,631,590, abstained 2,305,567. If you wish to discuss the resolution, please raise your hand, or if you're attending virtually, please submit your questions via Q&A. There's no hands here. There was a question. We have one question from Mr. Stephen Mayne. Same one. When disclosing the outcome of voting on all resolutions today, including this proposed election of Tony Toohey, please advise the ASX how many shareholders voted for and against each item, similar to with the earlier scheme of arrangement vote. This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncorp, Tabcorp, and even the world's biggest share registry provider, Computershare, have all voluntarily provided this data during the current AGM season. I'm keen to understand if Tony Toohey's hostile board tilt was popular with retail shareholders. If you have the data, why not let the sunshine in? Absolutely. Yeah. Board will take that into consideration. It's a great suggestion. No problem. Yeah. Great suggestion. I will now put forward the motion. Please either mark your voting instructions on your blue voting card or vote via the online portal. Resolution number eight, approval of the granting of rights for the director, Mr. David Keane, Chief Executive Officer, CEO, and Managing Director. Resolution eight is as follows: to consider and if thought fit pass with or without amendment resolution after approval of the granting of rights to a director, Mr. David Keane, CEO, and Managing Director, as an ordinary resolution. That approval is given for the purposes of ASX Listing Rule 10.14, section 200B and 200E for the Corporations Act 2001. That for all purposes, the issue of 10,914,760 performance share appreciation rights in relation to the financial year 24 long-term remuneration rights for the CEO and Managing Director, Mr. David Keane, under the Bigtincan Holdings Limited Rights Plan, the plan and on the terms and conditions out in the explanatory statement. Before I put the motion, I would advise you the proxies I received, which are as follows: for 87,502,551 against 364,399,486, open 1,139,858, excluded 26,592,393, abstained 633,495. If you wish to discuss the resolutions, please raise your hand, or if attending virtually, submit your questions via Q&A. We have one question. Mr. Stephen Mayne asks, given that the company is likely being taken over, do we really need to issue new performance rights to the CEO? Will these automatically vest in a change of control transaction? Have there been any material protest votes against this resolution? And could David detail his lived experience when it comes to vesting his past LTI rights? I can answer the last one pretty easily. I think what we've always tried to do with the LTI performance rights is set them out so that all shareholders gain. The rights are measured on a TSR with a vesting price that is significantly higher than the company's share price, so historically, that's been the case. Now, because of the difficulties in Bigtincan's share price over the last few years, none of those LTI rights have vested for the CEO because the company hasn't achieved the goals set out, so I think that's important for shareholders to understand that this is my lived experience, is that the board set out to make those achievable if the company performs well and aligned with adding real value for shareholders. So lived experience has been that hasn't come through, but it's been something that I felt was appropriate for the company to give shareholders a chance to reward executives when the company performs and not when it doesn't. That's my lived experience on it. If somebody else wants to comment on the rest, maybe Inese could comment or others could comment. It's happy to have their views. So the majority of David's total remuneration is equity-based, and equity-based tied to performance indicators. And the way that we position David's total remuneration is with around the midpoint in the market versus similar companies. And as you've heard him say, unfortunately, those long-term rights have not come to bear the fruits that we had all hoped. And I speak for shareholders as well, given what David has outlined with respect to the strong link between his performance indicators, his remuneration, and your outcomes as well. Thanks, Inese. Right. Any more questions? I now put forward the motion. Please either mark your voting instructions on your blue voting card or vote via the online portal. Resolution number nine, ASX Listing Rule 7.1A approval. Resolution nine is as follows: to consider and if thought fit to pass with or without amendment. Resolution nine, ASX Listing Rule 7.1A approval as a special resolution. That for the purposes of ASX Listing Rule 7.1A and for all other purposes, shareholders approve the issue of equity securities up to 10% of the issued capital of the company at the time of issue, in accordance with the formula prescribed in ASX Listing Rule 7.1A and otherwise on the terms and conditions set out in the explanatory statement. Before I put the motion, I'll advise the proxy votes received are as follows: for 308,026,816 against 157,187,930, open 7,566,675, and abstained 7,496,162. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your questions via Q&A. We have two questions via the Q&A. The first one is from shareholder Mr. Jonathan Hogue. Why would BTH want the ability to issue more shares if it already is cash flow positive and its share price is at historical lows? Shouldn't the company instead focus on improving the business and share price before issuing any more shares? I mean, the first view I would say is that we're not issuing the shares today. This is the approval to be able to issue them. And of course, it's important for any company to have operational flexibility. We don't know the future. We can predict the best we possibly can, but we don't know. And I think the message to shareholders is that the company needs to have that flexibility. We don't know what's in front of it. Now, while the company has no intention currently to issue more shares, it is important that shareholders have this opportunity to vote on that. And certainly, my view is the company itself needs the flexibility to be able to do that should it need to. Second question. Second question is from shareholder Mr. Stephen Mayne. There have been many substantial protest votes against resolutions like this during the current AGM season. It is not good practice to allow a board to selectively place up to 25% of the company shares to anyone they like over a 12-month period, diluting the existing shareholders without compensation for their lost property rights. What is our history of doing selective placements? Why are we asking for this authority, and has there been a substantial protest vote against this resolution? Placements favor big end of town investors at the expense of retail. When next raising capital, will you consider doing a renounceable pro rata offer? That's what we have done. That's what we have done. Yeah. Almost consistently across the board because I think the belief is that it's interesting just to take you on a bit of a side. Normally, companies like Bigtincan are owned by venture capital and private equity. That's a normal history for a company like Bigtincan. And that normally means that small retail shareholders are not involved. Now, there's been a lot of challenge. Bigtincan's share price has suffered, no doubt. And I think the board and the management recognize the challenge of that. But it is interesting that the ASX and this gives the opportunity for small shareholders to be involved in it. And as a company, we've always tried to make any capital raising done as a way where all shareholders get to participate in a fair way because I think that question is very valid. Is very often the big guys get priority access and the small guys don't. So we've always tried our very best to make sure everyone has a chance should they want to, should they choose to, understanding the risks in a company like this to be involved. Henry A. Yeah, I'm here. No. We've provided NBS. Yeah. I put forward now the motion. Please mark your voting instructions on your blue card or vote on the online portal by the online portal. Right. That concludes the resolutions to be voted on today. As I noted, we are conducting a poll on all the resolutions. I note that the poll is already open. Can all the shareholders voting online please ensure that they have submitted their votes? We'll allow another minute or so before the poll is closed. If there are any questions in relation to the submissions of the online votes, please send them through the Q&A function now if there's any more. They are fine. Right? Yep. That's fine. There is one more question again for Mr. Stephen Mayne. Thank you very much to Inese Kingsmill for her three years of service on the board. It is always helpful for investors to have access to some exit perspectives from the retiring independent directors. In her final contribution as a Bigtincan director, could Inese please comment on what she regards as the best decisions made during her time on the board, and does she have any regrets? Okay. Thank you. Thank you for the question. We may need to move this just because the microphone for folks online will need to be moved. Okay, folks. Thank you for the question, Stephen. It's certainly been an eventful three years on the Bigtincan board. The couple of things that I will highlight in terms of, I think, things that I'm proud of that this board has achieved during that time, firstly would be recognizing the need to really focus the business, to focus the business on a significant improvement in EBITDA performance, as you saw from the highlights of FY24, particularly coming to light. While doing that, improving our EBITDA position significantly and improving our free cash flow position, we also were laser-sharp focused on the AI investment in the business, believing that it was going to be a differentiator and believing that it would put us in a market leadership position, and it has. We feel confident that that was the right balance of investment to make in terms of where we really focus the business and run on a more lean basis, to be very clear on that. I'm also very proud of the way that this board has acted in the face of a lot of incoming change of control proposals. I don't want to put an exact number on it, but it's well and truly into the double digits. So this has been a very active board. And please rest assured that we have taken every single one of those very seriously, and we have given them all of the focus that they require. And I'm very pleased with the way that the board fulfilled its obligations to the company and with shareholders' best interests in mind all of the time. I also want to thank Tom and David and Wayne and Tim and Lucy for your partnership on the board. We've spent a lot of time together, lots of early calls, lots of late calls, lots of weekend calls. It's been a wonderful three years and a tremendous learning experience, actually. Thank you to our shareholders as well. I appreciate it. Thank you. Thanks. You need to close the poll time next week. Essentially, if you have any questions, which we'll now finish, there's no more questions. I think Stephen was the last question. For those attending essentially now attending, I would like to essentially please finalize your votes. For those attending in person, I now invite the staff of Computershare here to collect the cards. I hereby declare the poll essentially now closed. All right? Have all the persons attending the votes submitted their cards essentially? Could you go around and collect those for us? Right? Thank you. Are there any more cards to be submitted? Any more queries online? That's it. We're closed. I declare now the poll closed and that part of the meeting complete. Essentially, is there any other business that can be lawfully brought forward? Any other queries online? There being no other business, I'd like to thank all the shareholders for either attendance or now will I formally essentially formal part of today's meeting. I declare the formal part of the meeting now closed. All right. Now, general questions and comments. All right? Q&A. All right? As I mentioned, shareholders will now open opportunities to ask general questions to the board, including the chair, the CEO, and the auditors. Please enter any questions in the Q&A portal or raise your hand physically present. I'll now check with the company if there are any questions from the shareholders. No questions online. Any questions here? All right. All right. If there are no questions, then I thank you for all of your attendance. We will close the general meeting session and virtual meeting systems now. Thank you again for all your participation. Thank you for coming. Thank you.