Hello, everybody. I am Drew Brees, former NFL quarterback for the New Orleans Saints and current NFL commentator for NBC Sports. As PointsBet's global ambassador and a PointsBet shareholder, I would like to welcome you to the 2021 annual general meeting. This has been a significant year for the company, and we are looking forward to the future as we build the PointsBet brand and expand further into the United States and beyond. I will now introduce Chairman Brett Paton to officially start the meeting. Thank you, Drew. We are looking forward to seeing the new brand campaign. Welcome to the PointsBet Holdings Limited 2021 Annual General Meeting. My name is Brett Paton, I'm your chair. We have a quorum, I'm pleased to declare the meeting open. Today's meeting is being held online via the Lumi platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees' questions can be submitted at any time. To ask questions, select the messaging tab at the top of the Lumi platform. At the top of that tab, there is a section for you to type your question. Once you have finished typing, please hit the arrow symbol to send. Please note that while you can submit questions from now on, I will not address them until the relevant time of the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, they may be merged together for convenience. For those shareholders who wish to ask a verbal question, an audio questions facility is available during this meeting. To use this service, please pause the broadcast on the Lumi platform and then click on the link under asking audio questions. A new page will open, and you will be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question. If you have any issues using the system, please return to the Lumi platform. Finally, due to time constraints, we may not get to answer all of your questions, although this is the intention. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, you are eligible to vote for this meeting. A new voting tab will appear. Selecting this tab 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 will automatically be recorded. You do, however, have the option or ability to change your vote up until the time I declare voting is closed. The notice of meeting was distributed to all shareholders, and copies are also available from the ASX announcement. I take the notice of meeting as read. I now declare voting open on all items of business. The voting tab will soon appear. Please submit your votes at any time. I will give you a warning before I move to close the voting. I would like to start by introducing my fellow Directors, Sam Swanell, Group CEO and Managing Director. Peter McCluskey, Chair of the Audit, Risk, and Compliance Committee, and a member of the Remuneration and Nominations Committee. Tony Symons, Chair of the Remuneration and Nominations Committee and a member of the Audit, Risk, and Compliance Committee. Becky Harris, member of the Audit, Risk, and Compliance Committee and the Remuneration and Nominations Committee. Kosha Gada, member of the Remuneration and Nominations Committee. Manjit Gombra Singh, President, Technology and Product, and Executive Director. Also in attendance today is our Chief Financial Officer, Andrew Mellor, and Group General Counsel and Company Secretary, Andrew Hinchliff. I also welcome Billy Chan and his colleagues from RSM, the company's auditors. A lot has happened since I addressed you last year, and it's pleasing to reflect on some of the key milestones achieved by the company in the past 12 months. We entered into a transformational five-year media partnership with NBCUniversal, providing PointsBet with deep access and integration into NBCUniversal's world-leading broadcast and digital assets. We successfully completed two strategic acquisitions, the Banach Technology in Ireland and the Premier Turf Club, both accelerating the development of our unique in-house technology platform and product offering. We have established a strong pipeline for growth into FY22 and beyond. With the expectation of launching 11 new U.S. states as well as Ontario, Canada, by the end of calendar year 2022. We have attracted outstanding brand ambassadors, including Paige Spiranac, Drew Brees, Shaquille O'Neal, and Devin Hester. We were appointed as one of only seven official sports betting partners to the NFL, making PointsBet an authorized partner of the four major U.S. pro sports leagues. We've also entered into strategic partnerships with a host of NBA, MLB, NFL, and NHL teams across the U.S. Under these deals, which link closely to the markets where PointsBet is operational or soon will be, we gain usage of the teams' trademarks and logos, as well as sponsorship opportunities, brand visibility across various assets and databases. We have assembled a highly experienced iGaming team and have successfully launched iGaming in two states, Michigan and New Jersey. I'd now like to make a few comments on our global commitment to responsible gambling. PointsBet endorses the principle of informed choice, which is aimed at empowering customers to make informed decisions and exercise choice regarding their gambling expenditure. PointsBet commitment to responsible gambling is demonstrated through its wide range of responsible gambling initiatives and tools, some of which go beyond those obligations imposed by regulators in the jurisdictions in which we operate. Both Australia and the U.S. have a dedicated responsible gambling officer and supporting teams. We've also invested in improvements in our systems and automations to detect red flag behaviors, which have allowed a more fact-based and individualized approach to responsible gambling with our global customers. These system investments have also led to improvements in fraud, anti-money laundering risk detection, which facilitate compliance with our regulatory obligations and also reduce revenue leakage. PointsBet has a policy that all customer-facing employees receive annual responsible gambling training. In the U.S., we have also leveraged our brand ambassadors to create campaigns focused on responsible gambling education. In the U.S., where the sports betting regulatory framework is evolving, PointsBet is actively engaging with the regulators and other relevant stakeholders to support the implementation of an evidence-based and global best practice regulations to future-proof the sustainability and integrity of the whole industry. Ultimately, we believe this is an important area for long-term sustainability of the industry and take our obligations in this area very seriously. On the corporate governance and board, PointsBet Holdings considers good corporate governance a priority. It has adopted policies and practices to ensure the board remains effective and has the composition to adequately discharge responsibilities and duties and maintain best practice governance. A review of these documents was undertaken during the year to ensure we stay compliant with the ever-changing governance framework. A full summary of our corporate governance activities and policies are available on our website. Our Group CEO, Sam Swanell, supported by U.S. CEO, Johnny Aitken, have done a tremendous job in leading the business through a period of substantial change and growth over the past 12 months. In addition, our highly talented employees across our global footprint are a key asset, and the results we've been able to achieve thus far are a testament to their dedication, commitment, and passion. On behalf of the board, I would like to thank all the team for delivering on the opportunities we saw over FY21 and positioning the business for continued growth in FY22 and beyond. I would also like to thank my fellow directors for their support over a very busy past 12 months, and has well executed on our strategy and undertook a significant capital raise to ensure the company is well-positioned to execute on the opportunities here and overseas. I would like to thank you, our shareholders, for your support and vote of confidence in the business and its team. We look forward to delivering on the opportunities we see for the business going forward and growing shareholder value. In concluding, it is now my pleasure to invite Sam Swanell, Group CEO and Managing Director, to provide further commentary on the FY21 financial year and the business strategy and priorities of the coming period. Thank you, Brett. Good morning. This is Sam Swanell, Group CEO and Managing Director. I'd like to thank you all for attending this virtual 2021 annual general meeting of PointsBet Holdings Limited. Since inception, PointsBet's board and management have been working towards establishing the key building blocks that have put us in a strong position where we're in today to pursue the expansion of the North American sports betting and iGaming opportunity. These key building blocks include continuing to build our in-house technology platform, establishing significant market access to U.S. states, executing a transformational transaction with NBCUniversal, partnering with key U.S. leagues, teams, and brand ambassadors, establishing a profitable and growing Australian business, and building a market-leading execution team. On the 26th of August, PointsBet completed an AUD 400 million capital raise. Under the offer, PointsBet raised AUD 215 million at AUD 10 per share under a placement, and AUD 185 million at AUD 8 per share under a one-for-nine pro-rata accelerated renounceable entitlement offer with retail rights trading. As a result, at 30 June 2021, the company's pro forma corporate cash balance was AUD 634.5 million. We continue to build the business for long-term success, most of the pieces are now in place as we look towards FY 2022 and beyond. The 2021 financial year represented another transformative period for PointsBet. It was a period of continued focus on establishing a platform for future growth and execution. This was characterized by continued investment in additional U.S. state market access, our scalable cloud-based technology platform and product, including iGaming, our people, and executing our marketing strategy to efficiently acquire clients in Australia and the United States. I will now summarize our full year financial results, noting that further details can be found in our 2021 annual report, released on 31 August. All figures are in Australian dollars unless otherwise stated. The group handled AUD 3.78 billion in turnover, an increase of 228% on the prior year. Sports betting gross win was up 201%, at AUD 353.1 million. Total net win was up 154%, at AUD 208.5 million. Revenue for the reporting period, PointsBet reported net revenue of AUD 194.7 million, a growth of 159% versus the PCP. Gross profit of AUD 87.6 million represented growth of 129% over the PCP. Group's sales and marketing spent was AUD 170.7 million for the year, and the US accounted for AUD 119.2 million. This increased market investment assisted in the delivery of 196,000 cash active clients in Australia and 159,000 cash active clients in the US as at 30 June 2021. The group's normalized EBITDA loss was AUD 156.1 million as the company continued to invest in the business to build scale in North America and within the technology department, as well as growing our U.S. client base across our 6 operational U.S. states. The Australian trading business recorded net win of AUD 166.1 million, up 121% from the prior year, with a net win margin of 8.4%. The Australian trading business saw improvements across a number of key KPIs, particularly with respect to customers continuing to trend towards higher margin multi-products. Improvements in the marketing tech tools and the refreshed brand campaign featuring Shaquille O'Neal also assisted with acquisition and retention compared to the prior year. Turnover in Australia was just shy of AUD 2 billion, up 140% compared to the prior year. We were also very pleased that the outstanding Australian trading business growth was achieved while recording a statutory EBITDA of AUD 9.2 million, an increase from AUD 6.9 million the prior year. During FY21, the U.S. business operated in six U.S. states, namely New Jersey, Illinois, Colorado, Michigan, Indiana, and Iowa. In August, we added our seventh state at AUD 95.8 million at a gross win margin of 5.3% compared to gross win of AUD 16.5 million in the prior year, with a sports betting net win of AUD 40.9 million at a net win margin of 2.3%, compared to net win of AUD 7 million for the prior year. In addition, the U.S. business achieved iGaming net win of AUD 1.5 million. This delivered an overall U.S. net win of AUD 42.3 million for the year. There is no doubt that a key driver of our success to date has been the strength and depth of talent we have acquired across all areas of the company. We will continue to add bench strength as we expand. Key recent hires include Mark Hughes, Group Chief Operating Officer, formerly CEO of Banach Technologies, and prior to that, of Paddy Power Flutter, owner of Sportsbet and FanDuel. Scott Vanderwel, CEO, PointsBet Canada, formerly Vice President at one of Canada's largest media companies, Rogers Communications. Chief Commercial Officer, PointsBet Canada, formerly President. Aaron O'Sullivan, Vice President of Online Casino Revenue, formerly Head of Games at Bet365. And Aonghus Mulvihill, Vice President of Global Sportsbook Trading, formerly Commercial Director at Betfair International, another Flutter company, just to name a handful. Today, as mentioned, we have live operations in seven U.S. states with iGaming in two of these states. By December 2022, we plan to be live in 18 U.S. states and the province of Ontario, Canada. West Virginia and Pennsylvania will include iGaming, and others, such as Ontario, will add to the iGaming total addressable market in the short term. Our execution strategy continues to be clear. We will continue to invest to remain a top five operator in the long term, targeting 10% market share in each of the states we offer sports betting within three years of launch. As we have said since we first launched in the U.S., it is clear that product will ultimately win. We currently have a terrific product, as can be seen by success to date. However, we will not stop investing in technology and product, as evidenced by the recent acquisition of Banach Technologies and the ongoing investment in tech and product talent. We intend to be the market leader in U.S. in-play sports betting over time. We were thrilled to again be awarded the EGR Sports Betting Operator of the Year in the U.S. in 2021. Notwithstanding this, we see clear opportunities for innovation ahead for both our sports betting and iGaming products. We will continue to execute strategic and disciplined marketing campaigns, leveraging our media partner, NBC Sports, as the cornerstone. With further innovative integrations across the NBC Sports media portfolio to accelerate client and brand growth across North America. I would like to provide some comments on iGaming, which is a key part of our U.S. strategy. iGaming revenues in the United States market have grown exceptionally since the repeal of PASPA in May 2018. Across New Jersey, Pennsylvania, Michigan, and West Virginia, iGaming revenues reached nearly $900 million U.S. in the June 2021 quarter, which, if annualized, would equate to greater than $3.5 billion per annum. The size of the opportunity is evident. As I've previously said, owning and controlling our in-house iGaming technology stack will become an increasingly important strategic advantage. PointsBet has assembled a highly experienced iGaming team with deep experience developed at Aristocrat, Ainsworth, and Bet365, just to name a few. On the 5th of May, PointsBet launched iGaming operations in Michigan. We now have 30 slot video poker and table games. We were pleased to record net win in Michigan to 30 June 2021 of $1.5 million. This Michigan launch was followed by the launch of iGaming operations in New Jersey on 23 July 2021. The company will bolster its iGaming offering in FY 2022 with the addition of strategically selected slot games, live dealer table games, and other innovative initiatives. As mentioned earlier, pending regulatory approval, PointsBet will roll out iGaming operations in West Virginia, Pennsylvania, and Ontario in FY 2022. PointsBet has also secured iGaming access in Ohio, Indiana, Missouri, Louisiana, and Iowa, pending the passing of enabling legislation. I would now like to provide some commentary of the emerging Canadian opportunity. On the 22nd of June, the Canadian Senate passed Bill C-218, legalizing single event sports betting. Previously, only parlay sports betting was allowed in Canada. Regulatory details will be worked through at the provincial level, with Ontario, population of 15 million people, anticipated to go live in late 2021 with an open licensing system, followed by Alberta, with a population of 4.4 million people, in 2022. Goldman Sachs states the combined online sports betting and iGaming opportunity for Canada represents a US $3 billion per annum opportunity. In anticipation of this significant opportunity, as noted earlier, PointsBet has already made some key management hires in Canada and is building out a high-quality team in the region. Like all markets PointsBet enters, we are committed to creating products that fit the Canadian consumer's needs, satisfies the important requirements of the regulators, and enables fans to engage with their favorite sports in new and exciting ways. Last week, we were excited to announce that PointsBet Canada has entered into a multiyear deal to serve as the official and exclusive sports betting partner of dailyfaceoff.com and the Nation Network. Daily Faceoff is a world-class source of professional insights, opinion pieces, breaking news, and statistical analysis with 1.5 million monthly users. While The Nation Network is a 12 website and podcast network of 5 million passionate sports fans. Both assets will help PointsBet establish a genuine connection with our target market in Canada. Some comments on our NBC partnership. With the commencement of the 2021-2022 NFL season and sports betting advertising being allowed around NFL for the first time, PointsBet, as one of only seven official sports betting partners of the NFL, is now working with NBC to capitalize on this new opportunity. In addition to former NFL quarterback and NBC team member Drew Brees becoming a PointsBet global brand ambassador, the PointsBet NBC Sports partnership continues to break new ground. As well as regional sports network integrations, PointsBet was integrated into coverage in or around NHL playoffs, NBA playoffs, U.S. Open Golf, and the Indy 500. This allowed PointsBet to reach sports fans during peak events, helping it further grow its brand awareness. PointsBet's on-air talent, Teddy Greenstein and Jay Croucher, continue to be integrated further into NBC content. PointsBet also had more than 100 million impressions across NBC's digital platforms, including Predictor, nbcsports.com, NBC Sports Edge, and Spot On across key live states. The NBC Predictor app has now delivered over 350,000 leads for PointsBet. As we prepare to enter new states like Maryland, Pennsylvania, and others, this provides us with improved brand awareness together with a database of potential clients to engage with. In conclusion, the pieces are now in place as we look toward FY22 and beyond. In Australia, the investment made in marketing in H2 FY21 off the back of the refreshed brand campaign featuring Shaquille O'Neal, has continued into FY22 and has PointsBet positioned for its biggest and most successful spring ever. In the U.S., we're excited by the position we have put ourselves in as we continue to roll out new state launches as an official sports betting partner of the four key major U.S. sports, supported by the strategic NBC partnership. Finally, we are looking forward to preparing for the Canadian opportunity under the leadership of Scott Vanderwel as we target a launch in Ontario. I will now hand back to the chairman for the formal business of the meeting. Thank you, Sam. I will now move to the formal business of the meeting. Firstly, on casting your vote. I advised at the beginning of the meeting that we will vote on the resolutions by way of a poll. Voting is already open and will remain open during discussions on the various resolutions. I will also provide you with notice that the polls are about to close. Results will be released on the ASX after the conclusion of the meeting. Please note that only shareholders, proxy holders, or authorized shareholder representatives may vote. Any undirected proxy votes given to the Chairman will be voted in favor of the relevant resolutions. Any directed proxies given to you by the shareholder will automatically be cast as directed when the poll is closed. I appoint Peter Renda, Computershare Investor Services, as our Returning Officer. We will now move to consider the first item of business, financial statements. The first item of business listed in the notice of meeting is to receive and consider the financial statements for the 12 months ending 30 June 2021, and the reports of the directors and auditor. Please note that no vote is required on this particular item of business. As mentioned previously, Mr. Chan, Partner of RSM, is with us today. Questions relevant to the conduct of the audit, the preparation and content of the incoming audit report, the accounting policies adopted by the company in relation to the preparation of the accounts, and their independence in relation to the conduct of the audit may be directed to him through me as chairman. Any questions in relation to director and executive remuneration policies will be considered when we come to the item of business covering the adoption of the remuneration report. At this point, I might just pause to see if there are any questions. We have a couple of questions from the Australian Shareholders' Association. With regard to resolution one, given the social impacts of the gambling industry, the ASA recommends that PointsBet prepare a detailed ESG report, which amongst other matters, outlines the mitigation of these. Thanks for that, and it's been useful. Private get together a couple of months ago on some of these issues from the ASA. As to this particular matter, the corporate social responsibility and sustainability report will be published prior to the 2022 AGM, so thank you for that. There's another question, a general question. Would the Chairman comment on why there are two executive directors on board whose principal job is to provide overview and direction to the executive? On that, we have two executive board members. One is our Chief Executive Officer, which is standard practice for companies throughout the world. I might just focus on reference to Manjit, who was our second most recent executive director appointed to the board. Manjit being responsible for tech and product development, has oversight currently over 204 staff around the world. That's currently in 2021. It's projected in 2022, he'll have oversight of 419 staff. We are by definition, by the very number of currently 700 total staff, we are by definition very much a technology company. At the time Manjit was invited onto the board, shareholders approved his nomination. He was our first serious tech director, highly skilled in technology. We'll hear more from Kosha Gada, we've increased the technology capability at board level, and I think that's a good pairing. Hopefully that responds to that particular question. Shall I pause there if there's any response on those answers? Thank you. I've got a question here from Stephen Mayne. Hi, Stephen. How important was racing never being shut down in achieving FY 2021 results? How have we cracked the top five yet for market share in Australian sports betting as yet? If it's all right, Stephen, I might ask Sam to respond to that. Yep. Certainly, Brett. Hopefully everyone can hear me. Yeah, obviously we're quite thankful that in an environment where there were very few entertainment products available, with most of the East Coast being locked down, that one of the bright shining lights was that our great product and others in our sector were available to entertain people through these lockdowns. There's no doubt that the fact that people weren't necessarily spending their discretionary entertainment AUD on going to the movies or going out for breakfast, and they could participate and have a bet on a Saturday or have a bet on the football. I think it's clear that there has been a benefit there to betting companies such as PointsBet. The fact that the land-based TAB have been closed through this period provides some tailwinds. It's our belief that the amount of time that we've spent locked down with physical TAB closed has been a long enough time to change the habits of punters, and those that perhaps were not embracing the online opportunity, have now embraced it during this period. Our aim is to hold on rather than to see them go back to base operators. Yeah, obviously, it's been a strong period of trade for us. It'll be interesting to see the comps as we trade out of these sorts of periods. PointsBet had a lot of momentum even prior to any sort of COVID impacts. PointsBet was growing extremely rapidly. You can see that from our results, even late into 2019, where we delivered our first profitable month and delivered an EBITDA positive year there. We have a lot of positive momentum. There has been some assistance through the dynamic that I just explained. I'd also say that the improvement in our product, the improvement in our execution, has really come on leaps and bounds in the last 18 months. Sam, I'll put you on notice. Thanks for that. I'll put you on notice for the next question from Stephen Mayne. I'll be asking you to comment on that as well. The question is, Shaquille O'Neal is the Australian ambassador. Have you thought about signing up more Australian celebrities and striking partnerships with local sporting clubs? Why are the operating models between the U.S. and Australia so different? The first part, we do a lot of research on these matters, and it might be a surprise to some at this meeting. For Shaquille O'Neal, w e did voice customer surveys to our target market and our existing clients to sort of get a feel for who might be an appropriate brand ambassador to pursue for PointsBet's Australia marketing campaign. It was very clear that Shaq crosses a lot of demographics, from 21-year-olds all the way through to 40, 50, 60-year-olds. The research came back extremely strong that if we could reach sensible terms with Shaq, that it would be a great outcome. I think it's worth mentioning, in the U.S., Shaq represents maybe five or six brands at once. He's huge over there and has represented many more brands over his journey since retirement. For PointsBet really to have a monopoly on the Shaq profile in the Australian market, not have him representing any other brands, and have him representing PointsBet was a great coup, to be honest. The research that we've done post that campaign, has only reinforced that it was a very astute move. Hopefully, most shareholders appreciate the quality of the campaigns and the humor that's involved there, and how we brought the PointsBet experience to life, perhaps compared to some of the advertising campaigns that are out there from our competitors. Brett, what was the second part of the question, if you could just repeat that? Local investors engaging with local talent. Yeah. Sporting clubs or sporting venues. Yeah. Look, the reality is that NBA basketball is the biggest betting sport in Australia. It became the biggest betting sport in the Australian market around 2015, 2016. While, let's call maybe people of my generation, think automatically of Aussie rules and rugby league as the key sports. The reality is that NBA quite a few years ago overtook the local sports in terms of popularity. If you think about leaning into the strength when you have someone of the caliber of Shaq that you can get hold of and you know the appeal in the Australian market, that's the logic behind that. In terms of local clubs and teams, there is a reality around advertising restriction and just what we can and cannot do in certain situations. We have a very diverse marketing mix. We have a pretty traditional marketing mix across TV, radio, press. Obviously, shareholders are aware that we're the sponsors of the Cronulla Sharks, and most recently, we were announced as the sponsors for next year for the Manly Sea Eagles. We are sponsoring a couple of the local NRL teams. There's some strategy around that and behind that, and again, as with everything, we do things in a disciplined fashion. I think we went from spending AUD 20 million on marketing last financial year, to just over AUD 50 million on marketing this financial year. That was a substantial step up, obviously, 250% in terms of marketing. As I mentioned in my script that we're particularly pleased to step up that level in marketing and still do it without drawing on the capital of the business, but actually increasing EBITDA. Really our mantra, and as we've spoken about to the market is we want to continue to aggressively grow the Australian business. We see an opportunity to do so. We're going to do it within the bounds of not drawing on the capital of the business. We want to stay EBITDA positive as we continue to grow. The Australian wagering market, and in particular the online opportunity, we see great opportunity transferring, one, offline wagering from the TABs, et cetera, to online. Also, digging into other forms of gambling that are currently dominant in Australia. We'd like to see some transference from the poker machine market, the casino market. We think we've got the best product when it comes to having a bet, and we'd like to see that transfer. We see lots of opportunity to continue to grow, to win market share off our competitors, but to see the wagering market grow, in particular to see some transference from those other forms of gambling. While we can spend marketing dollars in a disciplined way that has a positive ROI. While not drawing on the capital of the business, we will continue to grow market. It's not going to grow by another 250% this year because, as I just said, it's about getting hold of the right assets that produce a positive ROI. We'll continue to do that in a disciplined fashion. Hopefully, that's covered most of those issues, then. There is a question, Sam. I'm going to put Andrew Hinchliff on notice for this question, and I'll read it. If gambling reform advocates are successful in campaigning to have gambling advertised in Australia mirror the situation with alcohol, which can only be advertised during live sport after 8 P.M., would this be a major problem for PointsBet? The follow-on is, why do we advertise so heavily during children's viewing hours? I can probably take that, Andrew, and you can sweep up anything that I miss. Perfect. Thanks, Brett. Look, we already have some pretty strong gambling restrictions here in Australia. Obviously, one of the benefits of being a licensed, legal, compliant operator is that you get to advertise. There's a lot of offshore illegal operators that are happy to take clients from Australia and other jurisdictions. How we distinguish ourselves from offshore illegal operators and why we pay our taxes and our fees that we pay is so that, and obviously demonstrate our wares to the market. There's already no gambling advertising between 6:00 A.M. and 8:30 A.M., 4:00 P.M. and 7:00 P.M. There's no gambling advertising or promotion of odds during. You'll notice that once a game starts, you might see us advertise before the game starts, for example, on the 6:00 news, et cetera, but you won't see it once the game starts. There's no promotion of odds during halftime, so breaks in play. There's no promotion by commentators or representatives on the telecast. We're pretty comfortable Australia does a good job of putting in place appropriate measures in this space. If further advertising restrictions were to come into play, obviously, as a company that is looking to grow, you would argue that would tend to favor the incumbents that already have a certain level of scale. We obviously would not like to see that occur, and we don't believe it's appropriate given the really strong restrictions and guidelines that are currently in place. Sam has asked a further question here. There are different regulations regarding political donations in the U.S., Canada, and Australian gambling sectors. What are our policies on political donations? We have a policy. We don't make any donations. Sam's asked another question. There have been a lot of share dealings by insiders over the past 18 months. Are there more intentions to sell down? Are there any constraints still in place in terms of insiders being able to sell stock? During the course of the, Sam, I'm just thinking about this question. Since we listed, there's obviously the ASX escrow rules, which inhibited pre-existing shareholders, their ability to deal in shares. That period has well and truly lapsed now. It occurs to me that during that period, there were some unescrowed shares which were free to be sold by some, including myself. To my knowledge, no one elected to sell non-escrowed shares during that broader period. In terms of dealings, because we've had two capital raisings and two rights issues, there have been a number of lodgements made detailing the directors' and insiders' change in shareholdings, which has by and large been accretive, people taking up their rights and so forth. We're really only down to the one matter where the founders chose to sell some shares, and they did so in a very coordinated, formal, legally wrapped up, joint lead manager agreed process, which was the founders selling parcel of approximately AUD 29 million worth of shares, half to myself and half to an existing institutional shareholder, who gladly took them up for AUD 10, which was the same reference price as the placement shares. It was a very orthodox, as orthodox as I can think of, way to deal with those securities. Just generally speaking, I won't say insiders, because we're talking about directors and founders here, I think, really, because our trading policy is very clear that people in possession of financial information, inside information, can only deal in a window of one month after the half yearly and annual results. Even so, it requires sign-off from Sam, our chief legal counsel, who you've just saw on the screen, Andrew, and myself, such that we are absolutely sure that they've not privy to any information which would be price sensitive and cause them embarrassment and the company embarrassment. To answer your last question, are there any constraints still in place in terms of insiders being able to sell shares? Sam kindly volunteered as the Chief Executive Officer when we sold personal shares at the time of the placement. He fortunately gave a commitment to the joint managers, investors who are participating in the placement and the rights issues that he would not sell any further shares for a period of 12 months, which I think was unusually strong and very helpful for all shareholders to hear him say that. Generally speaking, I've taken counsel from some really great companies, people I know at those great companies. Many great companies have their founders present, and there are periods of time, whether it be CSL or Westfield Corporation, where Frank Lowy wants to sell some shares. It's all about balancing your life and balancing your investment portfolio such that you're not overly exposed to one investment and one company and potentially put yourself in a position of inadvertently making a poor judgment or not following the company strategy because you're too heavily invested in one particular investment. I'm a lot more comfortable that we found the right balance. Founders who are very important to the company going forward have released some cash. They might have gone from a figure like 90% invested in one investment, including houses and all sorts of things and school bills to pay. I feel very comfortable that we found ourselves in a really good position. That's not just for me as Chairman, but it's for the shareholders, full stop. There's another question here from Stephen. It's really a question for the auditor. I'll put you on notice, Peter McCluskey is Chair of the Audit Committee. You might care to comment on this and anyone else. The question goes along the lines of, given that PointsBet now has a market cap of AUD 2.7 billion and is operating in three countries, can RSM audit other ASX-listed companies of this size which they audit? Sorry, that's one for RSM to chime in. One to me and the Audit Committee, when did we last tender the audit? Is it the time we hired a Big Four audit firm? I'm just going to kick off on the last one. We haven't tendered the audit. As a past chair of accountants who has practiced in audit as my livelihood, I'm a bit disappointed that the accounting industry and the audit industry has shrunk to the position where we feel that there's only four big audit firms in the world. If we were all about competition, free trade, there should be an abundance of large audit firms capable of doing those tasks. When I was growing up in audit, we had the big eight and then we had the next eight, and you actually had a lot of choice. I'll be in favor if the service is satisfactory and the fees are right. I don't feel in any way obliged to the Big Four. Peter? You're on mute. Trying to get a look. Sorry about that. Having come from a similar background to Brett Paton, the last 30 years have been in restructure, and having been at a Big Four firm, and also having dealt fairly closely with the RSM people, not just in Australia but in the U.S. as well, I think they do an excellent job and I think they're more than qualified to do the job. I don't see the need necessarily to go to a Big Four firm. We use some of the Big Four firms for other things. I think I'm quite comfortable with where we're at with RSM at the moment. Billy? Yeah. Thank you for the comments. To answer the question, I think the first part of the question was, what comparable size companies we also audit as well. I actually did pull up a list just then. For the point of name-dropping, we do audit Mineral Resources Limited, a company with a market capitalization of circa AUD 8 billion. We are also the auditors of Hansen Technologies, a market cap of greater than AUD 1 billion. It was in the news recently for a potential takeover. RSM, just for the audience's benefit, we are a top six global accounting firm. In the U.S., where the company is expanding, we're actually top five. We certainly have got the scale and resources to service PointsBet. PointsBet is clearly one of our key clients, and they receive a lot of attention from us. I'm glad to hear both the Chairman and Chair of the Audit Committee's comments regarding their satisfaction of our services. I'll leave it at that if there's any follow-up. It looks as though we've responded to the questions on the page. Perhaps if we move to the first resolution then, which is as follows. First resolution is for the appointment of Ms. Kosha Gada as Non-Executive Director. The resolution and summary of the votes received before the meeting now appear on the screen. Kosha Gada was appointed to fill a casual vacancy on the third of May 2021 and is a seasoned executive with expertise at the nexus of media, technology, and digital business models. She is currently the Chief Executive Officer and Managing Director of Recast LLC, a media and technology incubator and advisory firm. Prior to Recast, Kosha was Corporate Executive Director of Strategy at the Comcast Corporation in the United States. I'm delighted to welcome Kosha to the board. Her expertise and strong knowledge of the U.S. media landscape and digital businesses has already provided great benefit to the company. I will now hand over to Kosha to say a few words. Thank you, Mr. Chairman, ladies and gentlemen. As Brett Paton mentioned, my appointment as Non-Executive Director to the board was announced on the 3rd of May 2021. It is an honor to seek election from security holders on my candidacy today. I bring significant U.S. media industry and corporate strategy experience from senior roles in executive, advisory, and entrepreneurial capacities. I'm currently founder and CEO of Recast LLC, a boutique media-focused management consultancy and incubator. I was previously Corporate Executive Director of Strategy at the Comcast Corporation in Philadelphia. Prior to that, a principal and leader of the media practice at Kearney in New York. In each of these roles, I have served the CEO and the board agenda of industry-defining companies on matters pertaining to organic and inorganic growth, digital transformation, innovation, and consumer marketing. It has been a privilege to join the board of PointsBet and serve alongside an incredibly high-functioning, skillful, and respectful group of colleagues. The board has consistently demonstrated its ability to respond to the fast-paced demands of our industry while maintaining diligence and rigor in our decision-making and governance duties. With their support, I look forward to continuing to contribute my expertise to the collective skill set of the board and help PointsBet navigate the exciting opportunities and complexities with pace ahead. Thank you very much. Thank you, Kosha. The directors recommend that shareholders vote in favor of Resolution 1. Are there any questions on the resolution? I am now looking at my screen. It appears no questions on that. Thank you. We will proceed with the resolution to be considered. Resolution 2. The resolution and summary of the votes received before the meeting now appears on screen. On 29th of July 2021, the company announced that it had conducted a placement to institutional investors together with an accelerated renounceable entitlement offer with retail trading rights thus trading. The company issued 21,506,682 shares at an issue price of AUD 10 per share to institutional investors on the 6th of August 2021 under the placement. The funds raised from the issue of the placement shares were being used to support North American marketing and client acquisition, technology and product development, sports betting and iGaming, US market access and government licensing fees, continued investment in talent and scale of operations, and balance sheet flexibility. The placement shares were issued pursuant to ASX Listing Rule 7.1. Resolution two seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 21,506,682 shares issued under ASX Listing Rule 7.1. The directors recommend that shareholders vote in favor of resolution two. Are there any questions on the resolution? I've got a nice note here from the Australian Shareholders' Association. Resolution to the ASA wishes to congratulate PBH on using a pro-rata renouncement with tradable rights method for the share issue. This is the best way to avoid diluting retail shareholders. Thank you. There's a question here from Stephen Mayne. Placement question. "Why refresh the placement capacity when you've done such a great job doing two playthroughs over the past 15 months? Does this suggest you're looking to do another selective placement?" It doesn't, Stephen. The determination for the last capital raising was designed to give us, on our view, a very long financial runway. Since that placement, Paton has taken up or issued its exercise and option and contributed another, I think, AUD 34 million to the balance sheet. We have a really good, strong balance sheet, and we've removed, I think from a market's perspective, the thorny question of when next and how much will the company need to raise. It's really put it beyond the amount of capital there is going to sort of allow us to survive in a competitive landscape, particularly in the U.S., where we've got negative funding. Australia's positive funding, but in the U.S., it's going to put us in a competitive position for some time. Hopefully, that helps with that question. I don't see any other questions emerging. No other questions. I'll move to the next resolution, the issue of Performance Share Rights to Mr. Sam Swanell. The resolution and the summary of the votes received before the meeting now appears on screen. The company is listed on the ASX. Following the expansion in the U.S., where a number of senior leadership teams are based, the board considered Remuneration practices in Australia and the U.S. have identified some meaningful differences, primarily in the design of the long-term incentive programs. The board determined that the award of Performance Share Rights, with the award linked to performance and continuation of employment, will provide the necessary motivation for key executives in Australia and the U.S. to invest energies, commitment over time to create shareholder value. Therefore, the purpose of Resolution three is to seek shareholder approval for the purposes of Listing Rule 10.14 to grant 26,596 PSRs to Sam Swanell under the Key Employee Equity Plan. The directors recommend that shareholders vote in favor of Resolution three. Are there any questions? There are none. I'll move to Resolution 4. The issuance of Performance Share Rights to Mr. Manjit Gombra Singh. The resolution and a summary of the votes received before the meeting now appears on the screen. The purpose of Resolution 4 is to seek shareholder approval for the purpose of ASX Listing Rule 10.14 to grant 28,868 PSRs to Manjit Gombra Singh under the Key Employee Equity Plan. The directors recommend that shareholders vote in favor of Resolution 4. Are there any questions? There being no questions, I'll move to Resolution 5. Approval of GAME Plan, G-A-M-E. The resolution and a summary of the votes received before the meeting now appears on the screen. The company established the Global Acquisition and Matching Equity Plan, known as GAME Plan, in 2021 for eligible employees of the group. The GAME Plan is designed to assist employees build their shareholding in the company, and in doing so, further align their interests with those of the shareholders for the mutual long-term benefit of employees and the company. Under the GAME Plan, employees invest their own funds into the company and then receive a proportionate number of additional rights to receive fully paid ordinary shares in the company for no additional consideration, subject to certain service provisions. California Securities Law require that any compensatory plan adopted by a foreign private issuer, such as our company, must be approved by a majority of the issuers' outstanding voting shares within 12 months of the issuance of securities in California, if securities may be issued under the plan to more than 35 persons in California. Shareholder approval is being sought to enable the company to make offers to California employees on substantially the same terms as other employees. The directors recommend that shareholders vote in favor of Resolution 5. There being no questions there, I'll move to Resolution 6, titled Increase in Non-Executive Directors' Fee Cap. The resolution and a summary of the votes received before the meeting now appear on the screen. The current maximum amount available for payment of non-executive directors' fees in aggregate each year is AUD 750,000. This amount was approved by shareholders prior to the listing on the ASX in 2019. For the purpose of Clause 7.3 of the company's constitution and ASX Listing Rule 10.17, shareholder approval is now sought to increase the non-executive directors' fee cap by an amount of AUD 750,000 to a new limit of AUD 1.5 million per annum in aggregate. It is not intended that the full amount of the proposed maximum cap be used immediately, but rather that it be set at a level to allow for growth in non-executive directors' fees over time to reflect the increasing demands and responsibilities, as well as recognition of the company's increased complexity, together with attracting and retaining new high caliber directors. The directors recommend to shareholders vote in favor of Resolution 6. There is a question being forwarded by the Australian Shareholders' Association. The ASA supports the increase in the fee cap, expects a detailed skill matrix in the next annual report in order to understand the skills being selected for our new directors. Can you outline the process you will use for selection and confirm you will move to a more diverse board? Thanks, ASA. We will provide a greater, more detailed skill matrix for next annual report. As to creating a more diverse board in the future, we've stayed in blue water on this lake. We've been adding selectively directors, at a time when we feel as though we need new skills in new areas. It's not apparent that we have overcrowded the field in any one particular area, be it law, accounting, marketing, technology. We are uncrowded in any space. Until we have a change of geography or need for a geographic input in, let's say, Canada, we feel as though we've got a pretty good balance right now, both in terms of skill base and other tests for an ASX 200 board. Hopefully, that answers that question. Thanks for your advice. We'll be back to you next year. There is a question here from Stephen Mayne. What is the plan in terms of actually increasing board fees? I might ask Andrew Hinchliff to run with this answer because as Chief Legal Counsel, he's been involved with a process that's looked at some really good benchmarking. Andrew, would you care to comment on that? Sure. Thank you, Brett. Yeah. In relation to that, we did undertake a review of NED fees. Now, obviously, we listed in 2019, and we've gone through the ASX 300 into the ASX 200. Within that time, we've expanded into obviously numerous jurisdictions, not just throughout the U.S., but also, hopefully soon in Canada. We now have a presence in Ireland as well. As part of that, we looked at what should be the proper fee mix for directors and also what sort of fee cap or fee pool we'd need over the course of the next several years to ensure that we're able to adequately discharge on our obligations from a governance perspective. That review came back. This one area that is quite particular that they focused in, was in relation to the NED regulatory requirements. For the audience that's unaware, each of our directors need to go through rigorous licensure processes in the jurisdictions in which we're live. That's very invasive. It includes going through their entire financial net worth statements, every card they've ever registered, every country they've ever been to, wife and husband's credit card statements. It's a very, very heavy regulatory burden. For each jurisdiction that we enter, often it will take several days of directors' time and commitment to provide those. Now, clearly, without licensure, we can't be licensed, and without license, we can't have any revenue from North America. A lot of those aspects were taken into account in relation to the review of NED fees. The feedback came back was that NEDs were at this stage underpaid compared to their peers. Over the next several years, we are looking to increase NED fees. The increase in the cap to AUD 1.5 million certainly wasn't meaning we're going to double fees. I believe in discussions with the chair and the chair of the REM and Nominations Committee, we certainly want it to be a lockstep process over the period of time. As we look to engage with potential new NEDs, we obviously need to be competitive in the market for NED fees, but also people obviously go above and beyond from a regulatory burden. To answer the question, I suppose, there's not going to be a major jump in fees from next year, but certainly there will be some moderate or modest increases, which will be set out in next year's REM report. Chair? Thanks, Andrew. Being no further questions, we move to Resolution 7, which is the Remuneration report. The next item of business is the adoption of the REM report. The resolution and a summary of the votes received before the meeting now appears on the screen. The annual report for the 12-month financial year ended 30 June 2021 contains a remuneration report, which forms part of the directors' report and sets out the remuneration policy of the company and its controlled entities for 2020/2021, and reports the remuneration arrangements in place for non-executive directors and senior management 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, in the future. I would be pleased to take any comments or questions you may have in relation to director or executive remuneration policies or the remuneration report. If appropriate, I will ask the chair of the Remuneration and Nominations Committee to respond on matters of detail. The directors recommend that shareholders vote in favor of resolution 7. Are there any questions on the resolution? Andrew, I've just lost my vision on the questions. Sure. Yep. No, there's a couple of questions I can answer there, Chair. The first question was generally in relation to voting exclusions, and this is in relation to Resolutions 3 through 7, which are REM related resolutions. The question was, "Who has determined the voting exclusions?" The answer to that is Computershare is our share registry, have applied the voting restrictions as set out in the notice of meeting. Those also included the participants in the placement, as Computershare were involved in the management of the placement as well. Shareholders can be rest assured that the relevant voting exclusions for each resolution has been applied as required. The secondary question in relation to that was, "Have KMPs voted, or Key Management Personnel voted on the REM resolutions, including the Chair?" The answer is no. As part of the out in the notice of meeting, all of those relevant votes have been excluded, so will not be counted as full votes. I believe that answers those two questions, Chair. Thank you for that, Andrew. You're just on mute, Brett. Sorry. That takes us to Resolution 8, the last resolution for the day. The resolution summary of the votes received before the meeting now appear on screen. Under Section 136(2) of the Corporations Act, the company may modify its current constitution by special resolution. Special resolution requires the approval of 75% of the votes cast by the shareholders present or eligible to vote in order to be passed. This special resolution to amend the current constitution is proposed to ensure that the company can convene a general meeting to be held virtually using technologies permitted by the Corporations Act and communicate and provide shareholders with notice of general meeting and any document that is required or permitted to be given in connection with the notice of meeting using technology. Copy of the proposed constitution to be adopted in place of the current constitution is available on the company's investor website. The directors recommend the shareholders vote in favor of Resolution 8. There's some questions here. Stephen Mayne made a comment here. I'll just read it. "Time to make these changes allowing fully online AGMs, can you undertake to make the full archive of today's meeting available on your website, plus full transcript?" Andrew Hinchliff, I might get you to respond to that. Thanks, Brett Paton. Yes. Under our corporate governance and investor relations section of the website, we will have a recording of the AGM so people can tune in and watch it back in replay. I respect the views very much of those who chose to vote against this particular motion. I understand the rationale. I'd just like to give some reassurance to the shareholders. I think this is the third AGM since listing. We had an AGM. The first AGM was held at the Melbourne Cricket Ground, and it was a ripper AGM. It gave an opportunity for a lot of people that turned up and took the time out to learn about the company. It was a good opportunity for Sam Swanell, Chief Executive, to explain the nuances of a company listed in Australia, but with lofty ambitions in the U.S. and other territories. I'm an active shareholder myself in other companies. I welcome and implore the opportunity to have an AGM in person again and maybe some of the shareholders can chew the fat and really use it as a learning, teaching, analytical opportunity for everybody. Stephen, if that helps you and others gain some reassurance, we're not heading for the exit door here. We're just trying to deal with the law as it is, and we'll be back. Thank you. Conclusion of the meeting. I would like to advise that shortly the voting on all resolutions will close. Let's just take a few minutes for people who may wish to finish the voting form. We'll just go on pause for a little bit here. A couple minutes. Actually, while we're pausing, there's just a late question in here from Mr. Vice. Question reads as follows: "You also mentioned earlier, Manjit's department expanding to 190 employees by next year. Will employment opportunities be created in Australian eastern states, and if so, what departments?" Sam, I'll leave that to you or Manjit. Manjit, do you want to take that one? Yes. Thank you for that question. We are expanding both in the U.S. and the Australian centers in the product and technology sides. Both of those departments in product and technology will see significant growth. We are also expanding our trading technology team that we have acquired through Banach Technology over the last year. We are building a fourth team there, so that will increase by 20% over the next year. That's factored in. Fourthly, we are also outsourcing certain work to cheaper development centers in India and Manila, and there is some expansion in that. The primary amount of growth will be coming from Australia and the U.S. development centers. Thanks, Manjit. I believe that concludes all the various resolutions. We've had time to vote. Please know that the final results will be advised to the ASX. Thank you for all your attendance. The meeting is now closed. Thank you.
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