Good morning and welcome to the extraordinary general meeting of Betr Entertainment Ltd. My name is Matthew Tripp, and I am Chairman of the Board and Chairman of this meeting. 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. Our Chief Executive Officer, Andrew Menz; Non-Executive Directors, Michael Sullivan, Nigel Payne, Tim Hughes, and Ben Shaw; our Chief Financial Officer and Joint Company Secretary, Darren Holley; and our Joint Company Secretary, Laura Newell. As the notice of this meeting has been circulated, I propose that it be taken as read. Please be advised that I will vote any undirected proxies given to me as Chairman in favor of all resolutions. Today's meeting will be structured as follows. I'll provide an update on Betr's takeover offer.
I'll explain some of the procedural matters in relation to the meeting, including how you can vote and ask questions. We'll run through each of the three resolutions to be determined by shareholders at today's meeting and proceed to vote on each resolution. As of the close of trade on Friday, the 19th of September 2025, Betr had a relevant interest in 20.56% of PointsBet Holdings Limited shares, plus a further 6.52% subject to acceptance instructions under our institutional acceptance facility. Subject to today's resolutions, this position will crystallize into a significant stake, large enough to block actions that run against shareholder interests and to drive constructive engagement with MIXI, Inc. and the PointsBet Holdings Limited board on value creation. Betr's takeover offer remains open until 7:00 P.M. Sydney time on Thursday, the 25th of September 2025.
It will not be extended, and once conditional, we will begin processing acceptances and welcoming new shareholders into Betr. While the outcome of our offer was not what we pursued, our conviction remains undiminished. FY25 was a watershed year for Betr. Turnover surged 140% to $1.42 billion. Gross win rose 147% to $196.2 million, and net win climbed 133% to $147.8 million. We beat our profitability targets in timing, culminating in an FY25 adjusted EBITDA of $7.2 million, beating consensus by 15% and maintaining our long-running structural margin advantage. These results prove the strength of our model and validate our growth strategy. As we move into FY26, the opportunity ahead remains clear: a competitive environment that plays to our strengths and a market where innovation and customer experience separate the leaders from the rest.
We are pleased that our strong customer momentum has carried us into FY26, with our refreshed brand and new customer-facing products hitting the market as we head into the Spring Racing Carnival and Footy Finals. In addition, subject to the approval of today's resolutions, Betr Entertainment Ltd will conduct a selective buyback of those Betr Entertainment Ltd shares issued under the offer at $0.32 per share. This step enhances shareholder value by improving earnings per share and return on equity. Just finally, as I've always maintained, Betr Entertainment Ltd was built on ambition, execution, and value creation. That ethos hasn't changed, and I thank you all for your continued support. Now, moving to the procedural components of the meeting. Voting on all resolutions will be decided via a poll. The poll will be open shortly and will close before the end of the meeting.
The results will be announced to the ASX as soon as possible 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 at the closing time for the receipt of proxies, which was 10:00 A.M. on Saturday, the 20th of September 2025. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for 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 they will assist you with this process. Moving to slide three, shareholders can submit questions at any time.
To ask a question, select the message icon, type your question in the box towards the top of the page, and press the send button. 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 questions may be moderated, or if we receive multiple questions on the one topic, they may be amalgamated together. To ask a question verbally, click on the request to speak button at the top right corner of the broadcast window. The audio questions interface will then appear. You will be prompted to confirm your name and enter the topic of your question. Submit your request and follow the instructions to allow access to your microphone and connect to the queue.
Shareholders participating can start submitting questions now. On slide five, in regard to voting, 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 voting options. To cast your vote, simply select one of the voting options. There is no need to hit a submit or enter button, as the votes are automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed by selecting one of the other available options. I now declare the poll open on all items of business. I will provide a prior warning before I move to close the voting. I will now run through each of the resolutions to be voted on at today's meeting. Resolution one is the approval to issue Betr shares to PointsBet shareholders.
Resolution one seeks to require Betr shareholders' approval for the proposed issue of Betr shares to accepting PointsBet shareholders under the offer and for the purposes of ASX Listing Rule 7.1 and for all other purposes. The full resolution is displayed on your screen, along with the proxy votes received for this resolution. Resolution one is an ordinary resolution. For resolution one to be passed, a majority of more than 50% of votes cast on resolution one by eligible Betr shareholders, either in person or by proxy, attorney, or in the case of a corporation, its duly appointed corporate representative, must be cast in favour of resolution one. I will vote the undirected proxies in favour of this resolution. Resolution two is a resolution for the approval of the selective buyback. Resolution two is a special resolution for the approval of the selective buyback.
The full resolution is displayed on your screen, along with the proxy votes received for this resolution. Resolution two is conditional on resolution one being passed. This is because the selective buyback will only occur if the offer completes. For resolution two to pass, a special majority of more than 75% of the votes cast on resolution two by eligible Betr shareholders, either in person or by proxy, attorney, or in the case of a corporation, its duly appointed corporate representative, must be cast in favour of resolution two. I will vote the undirected proxies in favor of this resolution. Resolution three, just in regard to the approval of MIXI's participation in the buyback, as announced to the ASX on the 8th of September 2025, resolution three has been withdrawn. Therefore, accordingly, Betr shareholders are not required to vote on this resolution, and we will move to the next resolution.
Moving to slide nine, resolution four is the ratification of the prior issue of institutional placement shares. Resolution four seeks shareholder approval to refresh Betr's placement capacity under ASX Listing Rule 7.1, following Betr's fully underwritten $130 million equity raising and institutional placement in April-May of 2025. The full resolution is displayed on your screen, along with the proxy votes received for this resolution. Resolution four is an ordinary resolution. For resolution four to be passed, a majority of more than 50% of the votes cast on resolution four by eligible Betr shareholders, either in person or by proxy, attorney, or in the case of a corporation, its duly appointed corporate representative, must be cast in favor of resolution four. I will vote the undirected proxies in favor of this resolution. Moving to slide ten, questions.
I will now address the questions that shareholders have submitted through 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 Looney platform?
Chairman, I can confirm that we have no written or verbal questions.
Thank you, Laura. Therefore, if there are no questions, I will now ask you to please complete your voting in relation to all of the resolutions. Thank you. 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 declare the meeting closed. Thank you for your time.