Welcome to the PointsBet Holdings Limited 2025 Annual General Meeting. My name is Brett Paton. I'm the chair. I'd like to welcome those shareholders who have joined us here today in person, together with those shareholders who are participating through our hybrid online meeting platform. I now request all mobile phones be turned off. Thank you. Turning to the agenda for today's meeting, I note it's now past 9:00 A.M., and this is a properly constituted meeting. As a quorum for a genuine meeting is present, I call the AGM 2025 Annual General Meeting now open. In the room with me, we have our Chief Executive Officer and Managing Director, Sam Swanell, together with non-executive directors, Taishi Oba, sitting from Sam on his left and Sho Okuyama sitting beside him. Also in attendance here today is our Group CFO, Alister Lui, our Australian CEO, Andrew Catterall, and Group General Counsel and Company Secretary, Andrew Hensher on the wing. Participating online is our Non-Executive Director, Kanji Kobayashi from Japan. The notice of meeting was distributed to all shareholders, and copies are available online. I take the notice of meeting as read. As set out in the notice of meeting, the formal proceedings comprise six resolutions. All resolutions will be decided by a poll. Voting on the resolutions is now open. Computershare, the share registrar for the company, is appointed to act as scrutineers, and Peter Rimmer is appointed as the Returning Officer for the purposes of the poll. For those in attendance in person, the blue voting cards handout contains the resolution, and you should complete the voting card before the end of the meeting. Shareholders who wish to abstain from voting or proxy holders who have been directed to abstain from voting do not need to complete a voting card. For those participating online, you can also select the "Yes" icon at the top of your screen. You can then cast your vote, and you will see the vote for confirmation. You can vote any time during the proceedings until I declare the vote in close. You can also change your vote at any time throughout the proceedings. I will give you a clear prompt later in the meeting to warn of the closing of the meeting. We will also take the opportunity for questions. If you're attending online, you can start submitting written questions now by clicking the Q&A icon. You can also ask a verbal question by following the instructions on the broadcast window. We also welcome Aimee Whittingham, a new colleague from RSM, who comes with us. Before I move to the resolutions to be considered today, together with Sam Swanell, we'd like to provide some commentary on the strategy, operations, and financial results of the company. The past year has been one of significant transition and strategic reshaping for PointsBet. We've continued to refine our operating model, focus on core markets, and position the business for sustainable and profitable growth. As we work hard to deliver value for our shareholders, we're also strengthening our governance and organizational capacities to reflect the scale and ambition of the business. This year marks an important milestone in our journey, with MIXI, Inc. becoming PointsBet's controlling shareholder. MIXI is a highly respected and innovative technology and digital entertainment company listed on the Tokyo Stock Exchange. Their investment represents a strong endorsement of PointsBet's product, technology capabilities, and long-term strategic direction. We greatly value MIXI's support and partnership as we continue to evolve our offerings and pursue opportunities that leverage the strengths of both organizations. With MIXI's investment, we're also pleased to welcome the new directors nominated by MIXI to the board. We look forward to their contributions, global perspective, and digital expertise. At the same time, I would like to acknowledge and thank our outgoing directors for their service, dedication, and stewardship of the company, a number of whom are in attendance. Over the past year, we've continued to enhance our proprietary sportsbook and iGaming platforms to deliver improved customer experience and engagement, optimize our cost structures, enabling a more efficient and scalable foundation for the business, strengthen compliance capability and risk management practices across markets, and maintain disciplined capital allocation, aligned growth, and shareholder value creation. These priorities remain central to our strategy moving forward. Our employees are the driving force behind PointsBet innovation and execution. On behalf of the board, I want to thank our talented team across Australia and Canada for their passion, resilience, and focus during a period of change. In closing, PointsBet enters the year ahead with a refreshing energy, enhanced capability through our partnership with MIXI, and a clearly defined strategy to deliver profitable and sustainable growth. To our shareholders, thank you for your support and trust. To our partners and customers, thank you for choosing PointsBet. We look forward to updating you further as we continue to build momentum through the 2026 financial year. It's now my pleasure to invite Sam Swanell, Group CEO and Managing Director, to briefly provide further details on the financial year 2025. Thanks, Brett. The PointsBet Group had a strong year, delivering AUD 11.2 million of positive normalized EBITDA, the positive result being the first in the group's history. It was a material improvement on the EBITDA loss of AUD 1.8 million in FY 2024 and was within the guidance range. Within a challenging negative growth environment for the sector in Australia, our Australian business group statutory segment EBITDA to AUD 30.1 million, up 12% on FY 2024. In doing so, we have again grown our share of the Australian market. In Canada, we grew revenue by 26%, in line with the Ontario market, and reduced our statutory segment loss by 24% to AUD 15.1 million. I would like to thank my leadership team and all staff for delivering this strong result under trying circumstances where there was speculation and distraction related to the takeover process for PointsBet. We have an outstanding team at PointsBet, and the future is extremely bright for everyone on our journey. I'll now hand back to the chair. Thank you, Sam. I'll now turn to the formal business. Casting your vote results will be released to the ASX after the conclusion of the meeting. Please note that only shareholders, proxy holders, and authorized shareholder representatives may vote. Any undirected proxy votes given to the chair will be voted in favor of the resolution. Any directed proxies given to you by the shareholder will automatically be cast as directed when the poll is closed. 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 2025, and the report of the directors and the auditors. Please note that no vote is required on this item of business. Ms. Whittingham, partner of RSM, is with us today. Questions relevant to the audit may be directed to her through the chair. Any questions in relation to director and executive remuneration policies will be considered when we come to that item of business covering the adoption of the remuneration report. Firstly, are there any questions from shareholders here in attendance today? No. Any written questions that have been submitted online? Yes, chair. We might start with a general question in relation to MIXI, if that's okay, given we're dealing with financial status and general business. There's been a few questions that have been submitted in relation to MIXI as a majority shareholder. Rather than go through all of the questions, I'll just summarize them. The first question is in relation to how are conflicts of interest avoided and ensuring that confidential information is not shared. A supplementary question is in relation to how can PointsBet shareholders remain confident that the board will act in the best interests of all shareholders moving forward. We have a clear policy on conflict management. MIXI obviously will exclude themselves from any board meeting that involves a conflict perceived or real. Do you want to tackle the next part of the question? Sure. Yeah, that's fine. We do have a relationship deed in place between the directors and PointsBet. Whenever there's conflicts of interest, in accordance with the corporate governance principles, MIXI directors will exclude themselves from either the discussion or the decision-making process. It also should be noted that in Japan, there are certain laws around what decisions and discussions can and cannot be made in relation to an external or overseas gambling business. MIXI is very much focused on ensuring that their own directors do not fall foul of the Japanese gambling laws as well. Each of the directors are well qualified from an online social betting perspective, also have very good technology and corporate governance skills. They sit in on a lot of the MIXI meetings as well, so very well qualified from that perspective. As shareholders would understand, directors have a general duty, and directors' duties and obligations to act in the best interest of all shareholders. Certainly that has been the case to date and will be the case moving forward. Thank you, Andrew. Any further questions online? There's just one further one, which I think probably best to deal with now as well. Does the board have a view on further M&A activity in the Australian market, and what are the prospects of further acquisitions moving forward? We've just been part of a very active part of the consolidation of the sector. We don't see any obvious trends emerging other than, I think it's fair to say, some of the junior operators may come under some focus from the regulators in terms of best practice in the Anti-Money Laundering and Know Your Customer arenas. I think that covers that one. All right. There being no further questions, we'll move to resolution one, if that's okay. Do I need to step down from this resolution? No, that's fine. The item of business relates to my re-election as a director of PointsBet Holdings Limited. The resolution and the summary of the votes received today before the meeting appear on the screen. Details of my background experience are set out in the notice of meeting. The board of directors, with myself abstaining, recommends that shareholders vote in favor of resolution one. The resolution is now open for discussion and questions. Anyone from the audience? If no questions from the audience, we go online. There's one question, chair. The question is, could Brett please comment on whether our strategy is Betr in terms of working with our second-largest shareholder? Are we engaging with them constructively, or are relations still poor after the recent takeover? For instance, have they caused a remuneration strike today? Also, is Brett intending to serve a full three-year term? Working backwards. Yes, [audio distortion], my current intention is to serve a term of up to three years. We haven't come to the resolution which relates to remuneration, so I can't comment on that because we haven't seen the proxies slate, but I'll come back to that. In terms of working with Betr, they are a substantial shareholder. No doubt in the fullness of time, there will be ongoing discussions with them as a shareholder. We hope those discussions would be as if they were any other ordinary shareholder in terms of information sharing, confidential information, et cetera. Well, our intention would be to have open dialogue with them, just like any other shareholder. Is there any other part of the question unanswered? That's okay. Okay, thanks. There being no further questions, we'll move to the next item of business, election of Koki Mr. Kimura. This item of business relates to the election of Mr. Koki Kimura as a director of PointsBet Holdings Limited. The resolution and summary of the votes received before the meeting now appear on the screen. Details of Mr. Kimura's background and experience are set out in the notice of meeting. The board of directors, with Mr. Kimura abstaining, recommends that shareholders vote in favor of Resolution 2. The resolution is now open for discussion and questions. Are there any questions from the audience? Are there any questions from Mr. Nolan? There is one question. Could one of the MIXI representatives up for election participating in this meeting please comment on how committed they are to maintaining PointsBet's Canadian operation, as MIXI have experience dealing in Canada? Do you want to take that one, Taishi? This is probably an unusual question, because it's not a company question, it's a question of a shareholder. I take it as, I put it as a voluntary question that probably would be more of a board issue, and it should be directed to the board of directors and not to MIXI. We'll leave that question unanswered. No further questions. Apologies. It is a good question. I would ask yourself, possibly, but it is just not appropriate at the AGM. Resolution 3, the election of Mr. Kanji Kobayashi. The item of business relates to the election of Mr. Kanji Kobayashi as a director of PointsBet Holdings Limited. The resolution and the summary of the votes received before the meeting now appears on the screen. Details of Mr. Kobayashi's background and experience are set out in the notice of meeting. The board of directors, with Mr. Kobayashi abstaining, recommends that shareholders vote in favor of Resolution 3. The resolution is now open for discussions and questions. Firstly, are there any questions from the audience? Are there any questions online? No questions, Chair. There being no more questions, we'll move to the next item of business, Resolution 4. This item of business relates to the election of Mr. Taishi Oba as a Director of PointsBet Holdings Limited. The resolution and summary of the votes received before the meeting now appear on the screen. Details of Mr. Oba's background and experience are set out in the notice of meeting. The Board of Directors, with Mr. Oba abstaining, recommends that shareholders vote in favor of Resolution 4. The resolution is now open for discussion and questions. Are there any questions from those in attendance? Are there any online? There's one general question, Chair, that's being put on this resolution. I don't think it's necessarily in relation to this resolution, but one of the questions online is: Has Betr caused its shareholding to vote against all of the proxies? If I may, I might answer that for you, Chair. Obviously, we won't comment on specific shareholders and how they voted. Clearly, it's public record that they have a substantial interest in PointsBet, and that's heavily reflected in the against votes. I won't go into specifics. Thank you, Andrew. There being no further questions, we'll move to the next item of business, Resolution 5 the remuneration report, which is a non-votable resolution. The resolution and summary of the votes received before the meeting now appear on the screen. The annual report for the 12 months financial year ending 30 June 2025 contains a remuneration report which forms part of the directors' report and sets out the remuneration policy for the company and its controlled entities for 2024-2025, 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. The board will take the outcome of the vote into consideration when reviewing our remuneration practices and policies. The resolution is now open for discussion and questions. Are there any questions from those in attendance? Any questions online? No questions on this, Chair. Okay. If there are no more questions, we'll move to the next item of business, which is changing auditor. Resolution 6. The resolution summary of the vote received before the meeting now appear on the screen. The Corporations Act requires shareholders to approve the appointment of the auditor. The board resolved to appoint PricewaterhouseCoopers as the new auditing company from the conclusion of the 2025 AGM, subject to shareholder approval, and legal consent] to the resignation of RSM as auditor of the company. The board of directors recommend the shareholders vote in favor of Resolution six. The resolution is now open for discussion and questions. Any questions from those in attendance? Any questions from those online? There's one question, Chair. What is MIXI's history with PwC, and did they drive the decision to move on from RSM? Did we run a competitive tender or just go with MIXI's auditor? I'll ask our Chief Legal Counsel, Andrew Hensher, to respond to that. Happy to answer that, Chair. Given the ownership in PointsBet Holdings Limited is now technically a subsidiary of MIXI for the purposes of accounting and audit purposes. PwC is their auditor. We didn't go through a specific tender process per se, but certainly from a cost perspective, we ensure that we're getting value for money. We've already had some engagement with PwC to date in relation to audit independence and how we'll ensure that the proper running of the audit occurs in accordance with all accounting standards and laws. From that perspective, that is the main driver of why PwC has been appointed. RSM has been a great auditor over the last seven years, and I suppose from a refreshment and an audit independence perspective, firms do from time to time change auditors. Having observed the proxies, I think it's probably correct of me to thank RSM, Aimee in particular, wish them well for the future, and thank them for seven years of excellence and excellent service to PointsBet Holdings. Thank you. Chair, there is just one more general question that I think it's appropriate to ask. It's not in relation to any of the resolutions. It is a general question. It's in relation to a recent Four Corners story into online gambling. It's probably one for Sam Swanell to answer. The question is effectively, what is our experience with the Northern Territory regulator, and are they stepping up, in terms of their governance, as painted by a lack of governance, as painted by the ABC during their program? Yeah. The Northern Territory regulator is, I can say with confidence, actually one of the best in the world. We've had experience now in 14 states of America with 14 different regulators, and Ontario, Canada. The regulator is very experienced, has been doing this a long time, knows the areas where to focus on. I think our view and the industry's view of the direction thematic of that Four Corners story was misplaced in terms of criticism of the regulator. There will always be individuals, fraudsters, and others looking to take advantage of systems. There will always be areas for improvement with systems. I think those bookmakers that are regulated in the Northern Territory in particular, versus perhaps bookmakers regulated in other jurisdictions, lead the way, and the industry has never been better regulated from a responsible gambling perspective and from an anti-money laundering perspective. Standards in the industry are very, very high and that's been driven by the Northern Territory regulator. Just to follow on in relation to that question was just, has PointsBet ever been sanctioned or fined by the Northern Territory regulator? Historically, yes, we have, like a lot of other online bookmakers. All of the Northern Territory Racing Commission's findings are actually public on their website. Shareholders are more than welcome to look at that. I would say that in terms of compared to some of our competitors, we are very much on the right side of the line, and very rarely do we get called up to explain ourselves by the regulator. That's a combination of us working with them, ensuring that we are compliant internally, and also just having a general good working relationship with them in the industry. With the Australian Open golf coming up, I'd say it's a difficult course and we're under par. Correct. There being no more questions, I'd like to move to the conclusion of the meeting. I would like to formalize that shortly the voting will be closed. We'll take a few moments now to allow you to finish voting. Please complete your voting now. Just wait a couple of minutes. Okay, voting is now closed. Please note that the final results will be provided to the ASX. Thank you for your attendance. As the business of the meeting is now completed, I declare the meeting closed. Thank you. Thank you.
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