Good morning and welcome to the annual general meeting of BlueBet Holdings Limited. My name is Michael Sullivan, and I am the chairman. I declare that a quorum is present and the meeting open. I would like to introduce my fellow directors and company officers that have also joined this meeting virtually. My fellow directors: Benjamin Shaw, Matthew Tripp, Nigel Payne, and Timothy Hughes. Our senior management team: Andrew Menz, Chief Executive Officer; Bill Richmond, Chief Operating Officer; Darren Holley, Chief Financial Officer; and our company secretary, Laura Newell. As the notice of the meeting has been circulated, I propose that it's taken as read. Please be advised that I will vote any undirected proxies given to me as chairman in favor of all resolutions. Voting on all resolutions will be decided via a poll.
The poll will be open shortly, and we will close before the end of the meeting. The results will be announced to the ASX as soon as practicable, following the close of the meeting. I will disclose proxy votes on the screen when I put each resolution to the meeting. These figures are as at the closing time of the receipt of proxies, which was 11:00 A.M. on Tuesday, the 26th of November. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for the voting. There are a number of voting exclusions that apply to the resolutions being put to today's meeting, which are outlined in the Notice of Meeting. I will now take a few moments to explain the voting and question procedures that we will use today.
Please also pay attention to the following slides, as this will assist you with the process. Slide two: Shareholders can submit questions at any time. To ask a question, select the messaging tab within the Lumi platform, type your question in the box towards the top of the page, and press Send to submit your message. A copy of your submitted questions can be viewed by selecting My Messages. Please note that while you can submit questions from now on, I will not address them until the end of the meeting. Please also note that your question may be moderated, or if we receive multiple questions on one topic, they may be amalgamated together. To ask a question verbally, click on the Request to Speak button, which is in the broadcast window. The audio questions interface will now display.
You will be prompted to confirm your name and enter the topic of your question. Submit your question and follow the instructions to allow access to your microphone and connect to the queue. Shareholders participating online can start submitting questions now. Slide four: If you are eligible to vote at this meeting, a voting tab will appear. Selecting this tab will bring up a list of resolutions and present you with the 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 is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare the poll open on all items. I will give you warning before I move to close voting. My address: Good morning, fellow shareholders.
On behalf of the board of directors, it is my pleasure to welcome you to the company's 2024 annual general meeting. Much has happened since this time last year, and the BlueBet of today has meaningfully evolved as a company, having completed our transformational merger with betr on 1 July 2024. Most importantly, the team's rapid and decisive execution since the merger has resulted in the business being on track to achieve monthly EBITDA profitability before the end of H1 FY 2025. November month-to-date trading is materially ahead of prior year. Pleasingly, as we have previously indicated, the company is well positioned to be normalized EBITDA positive for FY 2025 as we continue to drive efficiencies and synergies from the merger, enhancing our customer offering and taking share.
The merger has created a leading Australian wagering operator, combining BlueBet's industry-leading technology platform with betr's strong customer base, and we have already seen the benefits of the combination of our performance over the Spring Carnival following a rapidly executed customer migration. We are poised to deliver the next chapter of our growth with a world-class team and board that bring invaluable experience and expertise to the table. As we reflect on our journey to date, I think it's important to take stock of how far we've come. Since listing on the ASX in 2021, BlueBet has delivered rapid growth. From our beginning as a true blue bookie, we grew to having more than 76,000 active clients and a turnover of AUD 633 million in FY 2024.
This growth was accompanied by a great level of discipline and focus on customer value, highlighted by our Australian net win margin of 10.7% in FY 2024, which is a 0.5 percentage point above the prior year. Our staged entry into the U.S. was differentiated by its hyper-focused and capital-light nature, which allowed us to explore the opportunity without incurring the heavy losses that have been sustained by other operators. Our decision to exit the market following a strategic review allows us to redeploy AUD 6 million-AUD 8 million per annum to pursue profitable growth in our core market, and we are able to release an AUD 11.2 million provision for exit costs following positive commercial negotiations with key partners as we exited the U.S. Critically, we retain our proprietary technology built for the North American market, and we will continue efforts to commercialize the platform globally.
Our technology, scale, and expertise uniquely positions us to succeed in the local market, and we are confident that this strategic shift to focus solely on the Australian market will unlock significant value for our shareholders. We have evolved our leadership team, with Andrew Menz becoming our CEO on 1 July. Bill Richmond has transitioned to the role of Chief Operating Officer, and alongside our CFO, Darren Holley, we now have what I consider is the strongest executive team in the industry, which has been vital in unlocking the value in terms of realizing synergy and maximizing business momentum from our merger with betr. I would like to acknowledge the wealth of experience within our board. We are fortunate to have a group of directors who have second to none in this industry.
This includes Matthew Tripp, Nigel Payne, Benjamin Shaw, and Tim Hughes, who have brought invaluable insights, experience, and perspective. I have personally known Matthew for three decades, and his track record as one of our industry's greatest operators is unquestionable. In January 2025, I will hand over the chairmanship of the company to Matthew, and I am certain he will lead the board with distinction. The deep experience and expertise of our board strengthens BlueBet's corporate governance, which is critical for long-term sustainability of the business and our industry. We are committed to continuing to lead positive change in our industry, and we are well placed to adapt to changes in our regulatory environment. I would like to touch on the evolving regulatory environment in Australia and BlueBet's commitment to responsible wagering.
BlueBet has a strong commitment to responsible wagering to ensure our customers have a safe and enjoyable wagering experience. This commitment is brought to life through our use of data, products, and promotions to ensure our customers remain in control of their gambling, and through our support for all responsible and advancement-based measures to minimize the potential for gambling harm. We strongly support the implementation of BetStop, the National Self-Exclusion Register, and promote this alongside a wide range of pre-commitment and other responsible gambling tools. We recognize and share the community's view about the prevalence of gambling advertising, particularly that which is viewable by children. This is why we pursue a targeted marketing strategy that does not rely on linear television advertising, and why we are supportive of proposals that respond to the community's wishes to see fewer advertisements in these time slots.
Accordingly, we believe BlueBet is well positioned to continue its sustainable growth trajectory following the announcement and implementation of these recommendations. We see Australia as a vibrant and attractive market, and as a challenger brand with significant local pedigree, we remain committed to playing our role, ensuring Australia has the highest standards of consumer protection globally. Finally, I would like to thank Tim Warner and David Fleming, who resigned from the board upon completion of the merger. Their contributions have been vital to the company's success. We also thank Bill Richmond for his time on the board and as founding CEO, and we are fortunate to retain his expertise in an executive capacity. I would also like to take this opportunity to thank the entire BlueBet team.
As we look ahead, I'm confident that BlueBet's market-leading technology, dedicated team, and laser focus on the Australian market position the company strongly supports for future success. I am grateful for the continued support of our shareholders. The successful merger has laid the foundation for significant future value creation. I'm excited by the opportunities in front of us. I will now hand over to Andrew to provide further commentary on FY 2024 and the business's focus moving forward before we commence the formal business of the meeting.
Thank you, Michael, and good morning, shareholders. It is a pleasure to address you as my first AGM as CEO of the company. Since completion of the merger, we have made rapid progress towards unlocking the synergies envisaged by the combination and becoming a leading Australia-focused digital wagering operator.
This has been a period of swift decision-making and rapid execution, and I am very proud of what we've been able to achieve in such a short space of time, but our rebrand, synergy realization, customer migration, U.S. exit, product uplift, and Spring Carnival execution merely lays the foundations for realizing our ambitions in FY 2025 and beyond. We remain on track to achieve monthly EBITDA profitability in H1 FY 2025 and expect to be normalized EBITDA positive for FY 2025. Our company is built on very solid foundations, with FY 2024 a transformational year with record turnover, gross, and net win, but most importantly, laying those foundations for the future.
In only our second quarter since completing the combination with betr, it is important to recap the period of swift decision-making and rapid execution that has now built a right-sized, high-performance organization capable of executing on our ambitious growth plans and growing shareholder value profitably. We have successfully transitioned betr's customer base to the BlueBet platform, driving immediate scale and momentum and delivering material efficiencies by moving to betr's brand, which resonates strongly with our target audience. We are strategically reactivating the betr customer base, immediately uplifting the net win profile of migrated customers due to the strength and efficiency of the company's proprietary technology and the betting intelligence that exists within our team. We have upgraded our identified synergies target by more than 20% to a total of AUD 16.9 million, and we are at or ahead of the realization timetable outlined when the combination was announced.
The strong momentum we announced in Q1, and particularly the post-migration performance of the company in September, has continued into Q2. This includes a very strong Melbourne Cup Carnival, where we achieved a net win margin of 15.8% across the four days at Flemington, which we understand from public reports and competitive data outstripped major competitors and the overall market. The culmination of all of this is that we remain on track to achieve monthly EBITDA profitability in H1 FY 2025 and expect to be normalized EBITDA positive for FY 2025, with all of this driven by operational discipline and the efficiencies enabled by our market-leading technology platform. The customer migration and rebranding projects have demonstrated the capabilities of our people, processes, and platform, and we're just getting started.
You will have seen that we're able to overhaul our wagering experience, add new capabilities like a personalized promotions engine, and migrate that betr customer base onto the BlueBet platform all at once and all in a record 59 days following completion. And this is a testament to the experience and capability that we have inside the company, board, and management, who can identify and deliver highly complex, high-value priorities and with a record of swift decision-making and rapid execution. Combined with our laser focus on the Australian market, we're uniquely placed to continue our path of organic and inorganic growth. As we move to the next phase, our vision for the business is clear. We will become the leading independent Australian wagering operator focused entirely on the domestic market.
We are confident that our technology, brand strength, and customer-first approach will enable us to continue to capture market share, expand our customer base, and drive profitable growth as we embark on our goal of capturing 10% market share via organic and inorganic growth. We're also deeply committed to caring for our customers and to ensuring that we're using all of our tools and resources to assist customers ensure that they are in control of their wagering. All of our employees, from the CEO down, have a portion of their at-risk remuneration based on the company achieving its safer gambling goals. We will continue to use our data, intelligence, and product capabilities to promote safer gambling for all of our customers. None of our achievements would have been possible without the tireless effort of our team, the strategic vision of our leadership, and the ongoing support from our shareholders.
I want to extend a thank you to the board for their unwavering support throughout the merger process, and also express my gratitude to the combined team who have come together under a shared vision to provide an exceptional wagering experience for our customers. Finally, I want to acknowledge the unparalleled contribution of our chairman, Michael Sullivan, to the company. There are few people with a greater understanding of the punter and the ever-evolving Australian wagering market than Michael, and he has been an incredible leader of the BlueBet business since its inception. He has the respect of punters, administrators, regulators, peers, and our people, and in my short time with the company, I've quickly come to value Michael's wise counsel, advice given without fear or favor, and his unwavering commitment to growing shareholder value.
I look forward to continuing to work closely with Michael as he transitions to a non-executive director role and a key strategic advisor to me and the broader team. We are very excited about the future of our business, the strength of the industry, and the growth ahead of us, and we are well positioned to build on our recent successes and to continue to deliver value for our shareholders. Thank you for your continued trust and support. I will now hand back to the Chairman for the formal business of the meeting.
Thank you, Andrew. Slide seven, financial statements and reports. The first item on the agenda is to receive and consider the financial statements, Directors' Reports, and Auditor's Report for the year ended 30th June 2024. The financial statements were subject to audit by Ernst & Young, who gave an unqualified audit opinion.
Ernst & Young are represented here by Simon Hannigan. I will take questions on the financial statements and allow you an opportunity to ask any broader questions you may have on the business as a whole at the end of the meeting. Please submit any questions that you have on the Lumi platform or through the audio question facility. You may also direct any questions on the audit to Simon Hannigan. We will now move to the resolutions. Resolution one, adoption of the Remuneration Report. The first advisory resolution is the adoption of the Remuneration Report, which explains the board's policies in relation to the nature and level of remuneration paid to directors and key management personnel. It forms part of the directors' report included in the Annual Report for the year ended 30th June 2024, which has been sent to shareholders.
Resolution one is an advisory resolution and is displayed on your screen along with the proxy votes received for the resolution. I will vote the undirected proxies in favor of the resolution. Resolution two, election of Matthew Tripp as director. Resolution two is an ordinary resolution for the election of Matthew Tripp as a director of the company. The full resolution is displayed on your screen along with the proxy votes received for the resolution. I will vote the undirected proxies in favor of the resolution. Resolution three, election of Benjamin Shaw as director. Resolution three is an ordinary resolution for the election of Benjamin Shaw as a director of the company. The full resolution is displayed on your screen along with proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Resolution four, election of Timothy Hughes as director.
Resolution four is an ordinary resolution for the election of Timothy Hughes as a director of the company. The full resolution is displayed on your screen along with the proxy votes received for the resolution. I will vote the undirected proxies in favor of the resolution. Resolution five, reelection of Michael Sullivan as director. As the next resolution relates to the approval of my reelection, I will hand the chair to Tim Hughes.
Thanks, Michael. Resolution five is an ordinary resolution for the reelection of Michael Sullivan as a director of the company. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. I will now pass the chair back to Michael.
Thanks, Tim. Resolution six, approval of additional 10% placement capacity.
Resolution six is a special resolution to approve an additional 10% placement capacity. The full resolution is displayed on your screen along with the proxy votes received for the resolution. I will vote the undirected proxies in favor of the resolution. Resolution seven, approval of employee equity incentive scheme. Resolution seven is an ordinary resolution to approve the adoption of an issue of securities under the employee equity incentive scheme. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Resolution eight, approval of issue of performance share rights to Bill Richmond. Resolution eight is an ordinary resolution to approve the issue of performance share rights to Mr. Bill Richmond. The full resolution is displayed on your screen along with the proxy votes received for this resolution.
I will vote the undirected proxies in favor of the resolution. Questions. I will now address the questions that the shareholders have submitted throughout the course of the meeting. Anyone who wishes to ask a verbal question will be informed when to do so by the moderator. Laura, have we received any questions through the Lumi platform?
Yes, Chair, we've received a number of questions through the platform. The first question is from Stephen Mayne. He has asked why the company did not lodge the proxy results on the ASX prior to the meeting starting. Will the company consider doing this next year? And was there any material protest votes on any of the resolutions? Yes, that's the question.
Thanks, Laura. I'm happy to answer that.
No, we don't understand there was any material protest vote, and we thank the shareholder for that suggestion, which will take under advisement for future AGMs.
Thank you. The next question is in relation to Resolution six, which is for the approval of the additional 10% placement capacity. The question is, was there any substantial protest votes against this resolution? Oh, there's generally lots of protest votes against this resolution during the AGM season. It's felt that it may not be good practice to allow a board to selectively place up to 25% of the company shares over a 12-month period, diluting existing shareholders. Please, can the company confirm why they're asking for this authority, and have there been any substantial protest votes against this resolution? And if the company were to raise capital going forward, would they consider doing a pro-rata renounceable offer, which treats all shareholders equally?
Thanks, Laura. I'll answer that one again. Again, we don't understand that there was any material protest vote, and the AGM results at our previous capital raise were overwhelmingly supportive and existing and new shareholders able to vote on the item. We can't comment on protest votes for other companies, but expanding the placement capacity is the cheapest, most efficient, and most certain way for us to raise capital with those aggressive ambitions that we have. Any capital raise that we would do in the future would be conducted in a way that will grow overall shareholder value, and we're committed to doing so.
Thank you. A further question on general business. How active has the company been in the campaign to persuade the Albanese Government not to implement the full gambling advertising ban as recommended by the cross-party Murphy Inquiry?
If a full tobacco style advertising ban did come in, would this be a major problem for the business? Which of the company's competitors would be placed to prosper if a full ad ban did come into effect? Tabcorp seems to be in support of the ad ban. Is this because they have a retail monopoly in more states?
Again, Laura, I'm happy to take that one. We don't consider that a blanket advertising ban is at all likely. I believe that the government has understood the perspectives of and trying to balance the rights of legal wagering operators to advertise with ensuring that we're protecting those vulnerable in the community and that there'll be a balance that will be struck that will ensure that we get as close as possible to the right outcome. We did touch on this in the chairman's address.
Our engagement with the government has been consistent with the position that Michael outlined. And to the greatest extent possible, we want our ads and our content only visible to our addressable market, which is consenting adults with an interest in wagering. And therefore, we've been very supportive of the government taking steps to take advertising away from those who don't want to see it. We believe that any future restrictions should have regards for those controls that are available in the digital environment, such as age and identity verification, to ensure that minors and those that don't want to see gambling content don't see it.
Thank you. The next question is also on general business. The question is in regards to the Northern Territory Government as a regulator.
How tough is the regulator in the Northern Territory government, and how often does the company pay for the national license each year? Is it a perpetual license, and if not, when will it next be renewed and reissued? Having secured an NT license, would the company support a moratorium on new licenses as a gambling reform measure, given that both major political parties in the Northern Territory seem to issue gambling licenses to tiny new startups which come along? Would it make sense for the federal government to fund a Northern Territory gambling license buyback program to reduce the number of players diluting Australia with gambling ads?
Yep, again, happy to talk to this one. We've long been licensed and regulated out of the Northern Territory and very happy to comment. I think the Northern Territory Racing Commission continues to evolve and strive for best practice.
I believe that there's been a material uplift in the quality of regulation in the Northern Territory over the past five years, and I don't think that the market has given the territory credit for that. There are a number of new codes that are likely to come in in the Northern Territory following the outcome of the federal review, which I think will provide increased certainty to operators, but importantly, some really important protections for consumers, and I think they will match those protections that are offered by some of the gold standard regulators around the world, like the U.K. Gambling Commission. In terms of our license, there's a license fee payable and then a tax payment on top of that. The license has a 20-year term, and they all are of long duration in the Northern Territory.
Suitability is reviewed by the Northern Territory Racing Commission on an ongoing basis. In terms of supporting a moratorium on new licenses, it's not something that we have really considered. We believe that competition in this market is important, but just as important is making sure that new entrants to this market are held to the same high regulatory standards, providing protection to their customers and ensuring they're paying their share of the fees and taxes on the activity that they're taking. So while we embrace the competition, we really want to see these operators regulated to the highest standard possible.
Thank you.
There has been a request for the incoming chair, Matt Tripp, to comment on the biggest changes in board processes, delegations, reporting lines, all governance that he plans to implement once he takes over the chair next year, and also how much of his time will he be putting into the role.
Thanks, Laura. Any proposed changes to any of those areas will be shared with shareholders in due course. In relation to the ongoing role and the amount of time that I put into the role as the incoming chair, I see it as a full-time role, and it will get my undivided attention to ensure, as Michael has done, to ensure that in a full-time capacity, we continue to create value for all shareholders. Thank you.
Thank you very much.
There has been a further request for Tim Hughes as the new director and the chair to comment on the recruitment process that led to Mr. Hughes' appointment to the board. Was a headhunter involved? What was the board review process and the interview process for candidates? And did he know any of the other directors before engaging in the recruitment process?
Yes, there was a recruitment process followed. There wasn't a headhunter involved, but we did interview several people for the process. And as for whether Tim knew anyone previously, well, I do know he was well known to Tim Warner, a previous director, which was also part of the process. He has been known to me, and he's also known to Nigel Payne.
Thank you very much. And there is one final question, which is querying when shareholders may receive a dividend payment.
Well, it's a good question, and I think we'll start making money first. And once we get into that process, we can look at the dividend. But I mean, one of the great things is that of what we have presented here today is that we are looking to be EBITDA positive very quickly and into a stage where the business is making money, and at those stages, we can start looking at dividends.
Thank you very much. There are no further questions written or on the verbal platform.
Thank you, Laura. As there are no further questions, I will now ask you to please complete your voting cards in relation to all of the resolutions. I now declare the poll closed. The results of the poll will be announced to the ASX following the meeting. Ladies and gentlemen, that concludes the business of the meeting. I now.