Ladies and gentlemen, welcome to the Alludo Scheme Meeting of Nitro Software Limited. My name is Sarah Morgan, I'm Non-Executive Director of Nitro and acting as chairperson of this Alludo Scheme meeting. Before we begin today, I would like to acknowledge the Traditional Custodians of the land on which we meet, Gadigal people of the Eora Nation. We pay our respects to them, their cultures and their Elders, past and present. It is now just after 10 in Sydney, as a quorum is present, I declare the Alludo Scheme meeting open. I also table the Transaction Booklet containing the notice of meeting in Annexure D, which I will take as read. The Transaction Booklet has been made available to Nitro Shareholders prior to today's meeting, a copy can be accessed on the ASX website and at Nitro's Investor Center. On behalf of Nitro Board and the management team, I would like to welcome our shareholders and appointed proxies present, both in person and virtually. Thank you all for attending today. I'm joined in person by Nitro Board member Lisa Hennessy and virtually by Nitro Board members Kurt Johnson, Sam Chandler, Michael Brown, Peter Navin, and Craig Scroggie. Also present in person are our legal and financial advisors, Allens, UBS and Cadence. If we experience any technical issues during today's meeting that result in a significant number of shareholders being unable to reasonably participate, I will adjourn this meeting. In that event, we hope that any technical issues would be resolved quickly and the meeting reconvened later today. Please check the ASX if this event occurs. Before I make my address and attend to the formal business of today's meeting, I will explain a few procedural matters. Today's meeting is being held as a hybrid meeting. This allows shareholders, proxies and guests who are unable to join us in person to attend the meeting virtually via the Lumi platform. For those attendees in person today, we remind you please to turn off or silence your mobile phones at this time. Throughout the meeting, Nitro Shareholders and appointed proxies are entitled to ask questions. If you have a question that you would like to ask today, there are two ways to do so, audio and text. If you're attending today's meeting virtually, you may submit your text questions via the Lumi platform. To ask a written question, select the Messaging tab and type your question in the Ask a question box, then press the send arrow to submit your question for review. Your submitted questions, along with any written responses from the meeting team, can be viewed by selecting My Messages. Please note that your questions may be moderated before being sent to me as the chairperson. This is to avoid repetition and remove any inappropriate language. Text questions can be submitted at any time during the meeting via the Lumi platform and will be at the Q&A section of today's proceedings. If you're attending today's meeting virtually, you may also submit audio questions during the Q&A via the Lumi platform. To ask an audio question, please click on the Request to speak button at the bottom of the broadcast window. The meeting broadcast will be replaced with the audio questions interface. You will first be asked to confirm your name and enter the topic of your question. Click Submit request. Please follow the instructions to grant access to your microphone and join the queue. For shareholders and appointed proxies who are attending today's meeting in person, I will open the floor to questions later during this meeting. All questions should be addressed to me as the chairperson. For those submitting questions at today's meeting, we ask you to please keep your questions brief so that as many people as possible have the opportunity to ask a question. For those attending today's meeting virtually, voting will be conducted by poll via the Lumi platform. For those attending today's meeting in person, voting will be conducted via the admission cards. If you're attending the meeting virtually, once I declare the polls are open, the vote will be accessed by selecting the Voting tab at the top of your screen. To vote, then select the direction in which you would like to cast your vote. The selected option will change color. There is no submit or send button. Your selection is automatically recorded. You can change or cancel your vote at any time until the polls are declared closed. To change your vote, simply select a different option. Shareholders and appointed proxies are entitled to vote on the Alludo Scheme resolution and are attending today's meeting in person have received a blue admissions card. On the reverse of your blue admissions card is your voting paper and instructions. Proxy holders have attached their admission card to a summary proxy votes which details the voting instructions for the Alludo Scheme resolution. By completing the voting paper, when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect to any open votes a proxy holder may be entitled to cast, please mark a box beside the resolution to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to the admission card for further information. Shareholders are required to mark a box beside the resolution to indicate how you wish to cast your votes. Please ensure you print your full name where indicated and sign your voting paper. At the conclusion of the formal business at today's meeting, please lodge your completed voting paper in the ballot box, which will be circulating in the room. For those attending today's meeting virtually, the Transaction Booklet and the hybrid meeting guide, which contains further details on how to ask questions and vote at today's meeting, can be accessed via the Lumi platform. To view documents, please select the Documents icon. Select the document you wish to view and the file will open on the same page. Once you have finished viewing the document, select another tab to continue. If you're attending today's meeting in person, additional copies of the Transaction Booklet are available at the back of the meeting room. To provide shareholders with ample opportunity to vote, I now declare the poll on the Alludo Scheme resolution open. For online attendees, the voting tab will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting. We may go through the resolutions shortly. First, I will provide a brief explanation of why we are meeting today. The purpose of today's meeting is for Nitro Shareholders to consider, and if thought fit, approve the proposed acquisition by Cascade Parent Limited, an Alludo company, through its wholly owned subsidiary, Rocket BidCo Pty Ltd, who I will refer to as Alludo, of 100% of the shares in Nitro by a Scheme of Arrangement. Alludo is a global technology group with 35+ years history, controlled by leading global investment firm KKR. If the Alludo Scheme is approved and implemented in return for the transfer of shares to Alludo, Nitro Shareholders will receive a cash payment of AUD 2.15 for each Nitro Share to be held as at the Scheme record date being the 20th of February, 2023. The Alludo Scheme is subject to the satisfaction of a number of conditions, including Nitro Shareholder, regulatory, and court approval, which I will discuss in more detail later in my address. The directors of Nitro unanimously recommend that Nitro Shareholders VOTE IN FAVOUR of the Alludo Scheme. Prior to today's meeting, Nitro Directors who hold or control Nitro Shares have instructed that all their shares be voted in favor of the Alludo Scheme, and at the same time have accepted the Alludo takeover offer for those Nitro shares. The reasons for the Nitro Board's recommendation to VOTE IN FAVOUR are set out in detail in Section 3.6 of the Transaction Booklet, which was made available to shareholders on the 21st of December, 2022 and are summarized on the screen. They include the fact that the independent expert concluded that the Alludo Scheme is fair and reasonable, and therefore in the best interest of Nitro Shareholders. The Alludo Scheme consideration of AUD 2.15 per Nitro Share represents a significant premium to the trading levels of Nitro Shares on the ASX prior to the receipt of Potentia Capital's non-binding indicative proposal on August 30th, 2022. The Alludo Scheme consideration of AUD 2.15 per Nitro Share represents a meaningful premium relative to alternative proposals or takeover offers received by Nitro. All cash consideration deliver certainty and immediate value for your Nitro Shares. No superior proposal has been received by the Nitro Board as at the date of this meeting. If the Alludo Scheme does not proceed and no competing proposal or superior proposal emerges, Nitro Shares price may fall. If the Alludo Scheme does not proceed, Nitro Shareholders will continue to be exposed to risks associated with Nitro's business rather than realizing certain value for their Nitro Shares in a certain timeframe. If the Alludo Scheme does not proceed, outcomes under the Alludo takeover offer, which is the other offer from Alludo to Nitro Shareholders, may be less favorable to Nitro Shareholders. More information on the Alludo takeover offer is contained in Section 5 of the Transaction Booklet. Section 3.7 of the Transaction Booklet also identifies reasons why you may wish to vote against the Scheme. You may disagree with the Nitro Board's recommendation and the opinion of the independent expert, and consider that the Alludo Scheme is not in your best interests. You may prefer to realize the potential value of Nitro over the long term and may consider that the Alludo Scheme does not capture Nitro's long-term potential. You may believe it is in your best interest to maintain your current investment and risk profile. The tax consequences of the Alludo Scheme may not suit your current financial position. You may believe that there is a potential for a superior proposal to be made in the foreseeable future. You may wish to sell your Nitro Shares on the ASX, should Nitro Shares trade at a price greater than the Alludo Scheme consideration. The Nitro Board's recommendation has always been subject to the receipt of a superior proposal. As at the date of this meeting, no such proposal has been received, and the Nitro Board is not aware of any superior proposal that is likely to emerge. The Nitro Board notes that it has received a competing proposal from Potentia Capital. As announced to the ASX on the 28th of December, 2022, the Nitro Board concluded that Potentia's takeover offer is not superior to the Alludo Transaction and unanimously rejected the potential takeover offer as not being in the best interest of Nitro Shareholders. To reiterate, as at today's date, no superior proposal has been received by the Nitro Board, and the Nitro Board is not aware of any competing proposal that is likely to emerge. The Nitro Board's view is supported by an independent expert report, which was prepared by Kroll Australia Pty Limited. Kroll is one of the world's leading providers of independent valuation services. The independent expert has concluded that the Alludo Scheme is fair and reasonable and therefore in the best interest of Nitro Shareholders in the absence of a superior proposal. The independent expert assessed the full underlying value of Nitro Shares at between AUD 2 and AUD 2.20 per Nitro Share on a controlling basis. The Alludo Scheme consideration of AUD 2.15 per Nitro Share is at the higher end of this valuation range. A complete copy of the independent expert report is included in the Transaction Booklet in Annexure A. Nitro Shareholders should carefully review the independent expert report in its entirety. As discussed, the Alludo Scheme is subject to the satisfaction of a number of conditions. The first is shareholder approval. The Alludo Scheme resolution must be passed during today's meeting by more than 50% of Nitro Shareholders present and voting at this Alludo Scheme meeting, whether in-person, virtually, by proxy, by attorney, or in the case of the corporate Nitro Shareholders, by a corporate representative, and at least 75% of the total number of votes cast on the Alludo Scheme resolution at this Alludo Scheme meeting. The Alludo Scheme is also subject to the receipt of approval by the Foreign Investment Review Board. FIRB's review of Alludo's application is complete and approval received. This condition has been satisfied. The Alludo Scheme is also subject to regulatory approval outside of Australia. An exemption or clearance has been received or the applicable waiting period has expired in relation to the regulatory approvals in the United States, Cyprus, Trinidad and Tobago, Turkey, Morocco and Serbia. Given no other approvals are required, this condition has been satisfied. Another condition of the Alludo Scheme is court approval in accordance with the Corporations Act. If the Alludo Scheme is approved at today's meeting, Nitro will seek the approval of the Supreme Court of New South Wales to implement the Alludo Scheme. The second court hearing is scheduled to be held on Friday the 10th of February, 2023 at 10:00 A.M. Please note that the implementation deed outlines a number of other customary operational and procedural conditions which must be satisfied or waived for the Alludo Scheme to be implemented. These include ASIC and ASX issue or provide all consents, waivers, relief, or approvals necessary or considered desirable by Nitro and Alludo to implement the Alludo Scheme. The independent expert continues to conclude that the Alludo Scheme is in the best interest of Nitro Shareholders and does not withdraw that conclusion before 8:00 A.M. on the second court date. No applicable law has been enacted and no order is in effect at 8:00 A.M. on the second court date that prevents, makes illegal or prohibits the implementation of the Alludo Scheme. No target material adverse change occurs or is announced or otherwise becomes known to Alludo between the date of the implementation deed, which is the 15th of November, 2022, and 8:00 A.M. on the second court date. No Nitro prescribed occurrence occurs between the date of the implementation deed and 8:00 A.M. on the second court date. Nitro and holders of ESS Securities have taken all necessary steps by 8:00 A.M. on the second court date, including by executing all necessary documents to ensure that the ESS Securities are dealt with in accordance with Clause 7 of the implementation deed and otherwise on terms acceptable to Alludo. The indicative timetable for implementation of the Alludo Scheme, if it is approved, is shown on the screen. As mentioned, the second court hearing scheduled for 10:00 A.M. on Friday the 10th of February, 2023. If the court approves the Alludo Scheme, it will become effective and will be binding on Nitro Shareholders on the 13th of February, 2023. On this day, Nitro Shares will be suspended from official quotation on the ASX from the close of trading. The record date for participation in the Alludo Scheme is 7:00 P.M. on the 20th of February, 2023. Nitro Shareholders who hold Nitro Shares at this time on this date will be entitled to receive the Alludo Scheme consideration. Nitro Shareholders will be paid the Alludo Scheme consideration to which they are entitled to on the 28th of February, 2023, the implementation date. These dates are subject to satisfaction of the outstanding Alludo Scheme conditions. Changes to these dates will be announced on the ASX. We will now proceed to the formal business of today's meeting. There is one resolution to be voted on at this meeting. The Alludo Scheme resolution is set out in the notice of meeting in the Transaction Booklet in Annexure D. I now formally propose the Alludo Scheme resolution showed on slide 16, which is now displayed on your screen. For the Alludo Scheme to proceed, the Alludo Scheme resolution must be approved by the requisite majorities being a majority in number, more than 50% of Nitro Shareholders present and voting at this Alludo Scheme meeting, whether in-person, virtually, by proxy, by attorney, or in the case of corporate Nitro Shareholders, by a corporate representative, and at least 75% of the total number of votes cast on the Alludo Scheme resolution at this meeting. We will now take questions in relation to the Alludo Scheme and the Alludo Scheme resolution. A reminder that this is a shareholder meeting, so only Nitro Shareholders and appointed proxies and corporate representatives are entitled to ask questions. I will endeavor to answer your question straight away. However, I might take a question on notice if necessary. Jack, may we have the first text question from the Lumi platform? We have not received any questions on the platform or any audio questions from attendees virtually. There are no questions? There are no questions. We will now take questions from the room. If you have a question, please raise your blue voting paper now. Before asking your question, please state your name and/or the holding you're representing. There are no questions in the room. Thank you. We will now proceed to the vote. I will cast all proxies I hold in respect to the Alludo Scheme resolution in accordance with the terms of my appointment, including all undirected proxies that I hold in favor of the resolution. The details of the proxy results on the Alludo Scheme resolution are outlined on the slides now. Please cast your vote on the Alludo Scheme resolution if you have not already done so. I advise all shareholders that the polls on the Alludo Scheme resolution will close shortly. I will pause to allow you to confirm your votes have been properly submitted. For those who are attending today's meeting in person, would you please indicate by raising your hand if you require more time to complete and lodge your voting paper? Before we close the Alludo Scheme meeting, I would like to thank you all for your attendance. Regardless of the outcome of today's meeting, I would like to use this opportunity to thank you all of you who have been invested in Nitro over the years and supported its growth. There being no further business, I now declare the poll and the Alludo Scheme meeting closed. The results of the poll for the Alludo Scheme resolution will be released to the ASX as soon as possible after the meeting. Thank you again for your participation.