Good morning and welcome to the annual 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: Chief Executive Officer Andrew Menz, Non-Executive Directors Michael Sullivan, Ben Shaw, Alexi Baker, our Chief Financial Officer and Joint Company Secretary Darren Holley, Joint Company Secretary Laura Newell, and Non-Executive Director Nigel Payne is an apology; he is traveling at the moment and unable to make it. As the notice of the 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 explain some of the procedural matters in relation to the meeting, including how you can vote and ask questions. I'll provide an update on the performance of the company, and we will run through each of the resolutions to be determined by shareholders at today's meetings and proceed to vote on each resolution. Now, moving to the procedural components of the meeting. Voting on all resolutions will be decided via a poll. The poll will be opened 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 as at the closing for receipt of proxies, which was 11:00 A.M. on Tuesday, the 25th of November, 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 questions procedure that we will use today, so please pay attention to the following slides, as this will assist you with this process. Shareholders can submit questions at any time. To ask a question, select the messaging 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 reviewed by selecting my messages. Please also note that your questions may be moderated, or if we receive multiple questions on the one topic, they may be amalgamated.
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 online can start submitting questions now. 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 vote is 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 voting. Fellow shareholders, it's a privilege to address you at the first annual general meeting since I assumed the role of Executive Chairman following Michael Sullivan's successful tenure in the role. At the outset, I would like to thank Michael not only for the dedication and leadership that he showed from the time of the company's IPO, but also for the ongoing support he provides me, the board, and our management team as we continue to evolve and scale a better business.
As shareholders are aware, your board was recently strengthened by the addition of Alexi Baker, who brings key commercial acumen, highly relevant experience across media, sport, and M&A, as well as a fresh perspective on our strategy and governance settings. In addition, the board welcomes Andrew Menz as an Executive Director, reflecting the pivotal leadership he has provided the company, together with his extensive experience and long track record of success at betr and in the broader wagering market. In tandem with these changes, Tim Hughes has resigned from the board, and I would like to place on the record the board's sincere thanks to Tim for his contribution. FY 2025 was a pivotal chapter for the company.
I want to thank new and existing shareholders for your continued support of our growth agenda as we execute it at a high level in our core business, whilst continuing our pursuit of the scale needed to win in the competitive Australian wagering market. I'm particularly grateful for our shareholders' support throughout the two oversubscribed capital raises we completed during the year. These allowed us to acquire and migrate the Top Sport customer database and confidently pursue a transaction with Points Bet and nearest rival in the market. Whilst we have not been able to gain control of Points Bet, we emerged from the takeover with a strategic and valuable parcel of that attractive business and will look to engage positively with other major shareholders to unlock that value for our mutual benefit.
have also gained new influential shareholders who share our vision for the opportunity in this market and wish to be part of our success. Finally, we have expanded our financing options with the National Australia Bank, providing a facility which we have extended until at least 31 July 2026, and I am genuinely grateful for their commerciality and support of our growth agenda. Post Points Bet, we continue to position ourselves to take advantage of future opportunities as this market consolidates. We believe we have a distinct advantage and remain the natural consolidator in the Australian wagering market. In summary, we set this agenda upon the merger of Blue Bet and betr, and in FY 2025, we achieved and exceeded all of our key operational milestones. We extracted synergies from that transaction that were 20% higher than originally identified, more quickly than we initially forecast.
We exited the U.S. market on favorable commercial terms, simplifying the business and pivoting investment and focus exclusively for success in the Australian market. We have shown we can deliver net win margin uplift with both the legacy betr and Top Sport customer databases now demonstrating higher structural margins for us, and all of this culminated in a normalized EBITDA of AUD 7.2 million for FY 2025, more than 15% ahead of consensus. Looking forward, the company enters FY 2026 in its strongest position to date, with the foundations in place to support disciplined, sustainable growth. Our key trading metrics confirm the new scale of the business with record levels of turnover and sustained growth more than one year since the Blue Bet betr migration. We are bringing world-first product innovation to the market, improving our highly scalable, fast, and easy-to-use app.
We've refreshed and reintroduced our next-generation wagering brand, which is resonating strongly with our target market of customers. Our leadership on data, AI, and CRM forms a key driver of our structural net win margin advantage and remains a focus for our ongoing investment and enhancement. Our commitment to safer gambling and to the regulatory excellence remains absolute, with every available element of our data and technology capability employed to exceed regulatory expectation and help our customers stay in control of their wagering at all times. Our management team continues to show it can move fast and execute with discipline and focus, even as the business manages multiple strategic priorities. In short, we are very strong in our core wagering business, we have a well-capitalized balance sheet, and there is strong shareholder support for further strategic options.
With all of these factors in play, I am personally very excited about the next phase of growth for betr and the opportunities ahead of us, and I will now hand over to Andrew Menz, CEO of the company.
Thank you, Matt, and good morning, shareholders. As Matt noted, I gratefully accepted the board's invitation to join as an Executive Director, and I look forward to continuing to serve the company in that role with a very clear and unwavering commitment to grow value for all shareholders. I would also like to echo Matt's comments on Alexi Baker. Alexi brings deep capability across digital, sport, and media sectors that sit right at the intersection of where our industry is heading. Finally, my sincere thanks to Tim Hughes for his contribution as a director following the merger. His experience and counsel have been important through this period of change. FY 2025 was a genuinely transformational year for betr. We reaffirmed and extracted the opportunities that underpinned the betr and Blue Bet combination, and we delivered further organic and inorganic growth on top of that.
Our financial outcome, backed by record engagement and turnover, demonstrated that we can run hard at transformative projects while still delivering exceptional performance in our core business, and we are now structurally stronger, strategically clearer, and operationally sharper than at any point in the company's history. We've entered FY 2026 with real momentum, a clear strategy, and the capacity to continue scaling, and our focus is unchanged and uncompromising, pursuing scale in the Australian market both organically and via disciplined, value-accretive M&A. As we outlined at our FY 2025 results, the wagering market appears to have stabilised, returning to modest single-digit turnover growth. B etr's own sustained double-digit turnover growth suggests that we are taking share from a growing market while maintaining a margin advantage. Our next-generation brand and product innovation continue to resonate strongly with our target audience.
Over the spring carnival, many customers placed their first bet with betr, and our job now is to repay that trust with an exceptional ongoing experience. The business is acquiring customers at scale, retaining them at improving rates, and extracting structural value from betr product, betr data, and betr execution. Our strategy remains both clear and unchanged. We will continue to consolidate the market. We have made no secret of our intention to play a central role in market consolidation. With two successful integrations already completed, we have proven that our M&A model works and that we can create value rapidly and predictably. We will invest for profitable growth, focusing on high-return, fast payback initiatives that accelerate our presence, strengthen our customer funnel, and increase the lifetime value of every customer we win. We will continue to extend our leadership in CRM and AI, a genuine differentiator.
Our CRM and AI capabilities are not theoretical. They are directly contributing to a structural net win margin advantage, and we'll continue to leverage this competitive advantage to grow value. No matter how fast we grow or how competitive the market becomes, our commitment to looking after our customers and not just meeting but exceeding our regulatory compliance obligations remains absolute. We operate with a clear, proactive, safer gambling framework. We continue to invest heavily in risk, compliance, and harm minimisation systems and technology, and I have great confidence we outpace the competition in how we go about this. Our relationships with regulators remain constructive, transparent, and solutions-focused, and we continue to invest in and use data intelligently to identify risk earlier and intervene for customers more effectively where necessary. Trust from our customers, regulators, partners, and our shareholders is an asset, and we manage it like one.
Accordingly, we remain proactively engaged with the Commonwealth Government and other relevant stakeholders on open policy matters. It is why we will always support reasonable, evidence-based measures to ensure Australia has the best-conducted, socially responsible wagering industry in the world. None of what we've achieved would be possible without our people. The last year demanded intensity, resilience, and teamwork. It required the business to deliver a merger, migrate platforms, stabilize operations, and perform strongly in the market all at the same time, and our team did that with professionalism and pride. We are building a culture characterized by accountability, pace, high standards, and a genuine desire to win the right way. Ahead of the game is not just our brand tagline; it's how we operate internally, and our people remain our strongest competitive advantage.
Betr today is a high-performing, scalable, and strategically driven business with a singular focus on profitable growth. We have demonstrated that our strategy works. We have proven that integration, synergy capture, and operational delivery translate directly to value creation. Importantly, our ambition to become a tier-one Australian wagering operator remains firmly on track. I want to thank our people, our partners, and of course our shareholders for your ongoing support through a year of significant progress. We are well positioned, we are executing with discipline and speed, and we are absolutely committed to growing value for all shareholders in the year ahead. Thank you, I will hand back to the Chairman for the business of the meeting.
Thank you, Andrew. The first item of business is to receive and consider the financial statements, director's report, and auditor's report for the year ended 30 June 2025, which are contained in the annual report. There is no requirement that shareholders vote on, approve, or adopt the financial reports. However, the board takes the view that shareholders should be afforded an opportunity to ask questions about the financial reports or other matters relevant to the performance of the company. I have asked Simon Hannigan from EY to answer any questions on the audit, and our CFO, Darren Holley, will answer any questions in relation to finance. General questions will be addressed at the end of the meeting. Laura, have we received any questions on the financial statements and reports?
Chair, we have not received any questions on this matter.
Thank you. We will now move to the resolutions. The first formal resolution to be considered is the adoption of the remuneration report for the 2025 financial year. The report explains that the board's policies in relation to the nature and level of the remuneration paid to directors and key management personnel. It forms part of the director's report included in the annual report for the year ended 30 June 2025, which has been sent to shareholders. Resolution one is an advisory resolution, and it's displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Laura, have we received any questions in relation to resolution one?
Yes, we have one question. It says, "Thank you for disclosing the proxy votes early to the ASX along with the formal addresses, and also for including the headcount data showing that 96.6% of directed proxy votes supported the remuneration report, and this came from 46 voting shareholders, whereas 2.69% against the vote came from 26 holders. The shareholders are clearly comfortable with your remuneration practices, so well done for that. Will you also publish the headcount data in the poll results so we can also see how many shareholders voted at the AGM on the day?
Thank you, Stephen. The answer to that is yes, we will.
There are no further questions on this resolution.
Thank you. Moving to resolution two, which is an ordinary resolution for the election of Ms. Alexi Baker 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 now invite Alexi to make a brief statement to shareholders, after which I will take questions on this resolution.
Thanks, Matt, and good morning. My name's Alexi Baker. I've spent my executive career in commercial roles across media, sport, and digital. I currently sit on the boards of Rugby Australia, a national healthcare not-for-profit, Osteoporosis Australia, and until recently, a listed media company, GTN, until its acquisition. I think my executive and NED careers have given me really relevant experience for betr, which is obviously operating in a regulated, highly competitive, and digitally driven sector. I joined the board because I see really significant opportunities for growth, and I would welcome shareholder support for my election today. Thanks, Matt.
Laura, thanks, Alexi. Laura, have we received any questions on resolution two?
Yes, we have a question from Mr. Mean on resolution two. Some professional directors are reluctant to join the board of gambling companies given the ongoing ESG concerns around customer harm. Did our newest director, Alexi Baker, watch the recent ABC Four Corners story on the online wagering industry, and what is her approach to how the industry should tackle the challenging public debate about customer harm and industry practices?
Thanks, Stephen. Over to you, Alexi.
Thanks. Thanks, Stephen. Yes, I did, because I obviously want to stay up to date on what's been written and said about the sector. One thing I can say is it's very obvious to me since joining the board how seriously betr take ESG and their social licence to operate. It is one of the things that I've been keenest to more deeply understand since coming on the board. I can really say it's very pleasing to see the centrality of safer gaming and regulatory compliance in the business.
Thanks, Alexi. Any further questions?
There are no further questions.
Moving to resolution three, which is an ordinary resolution for the re-election of Mr. Nigel Payne as a director of the company. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I'll vote the undirected proxies in favor of the resolution. Laura, do we have any questions in relation to resolution three?
There are no questions in relation to this resolution.
Moving to resolution four, which 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 this resolution. I'll vote the undirected proxies in favor of the resolution. Laura, have we received any questions on resolution four?
Yes, we've received one question from Mr. Mean. He has asked, "Why does the company keep asking for an extra 10% placement capacity, and is the company aware that many resolutions like this have been defeated at recent AGMs? Next time the company does a capital raise, will you consider doing a pro-rata issue which treats all shareholders equally rather than issuing as much as 25% of the company's shares to whoever you like, potentially diluting existing shareholders without compensation? Please don't put this up again next year, although I acknowledge shareholders have strongly supported this resolution today.
Thanks, Stephen. We've always exercised discipline in utilising placement capacity and conducted two oversubscribed capital raises, as I mentioned, in FY 2025.
There are no further questions.
Okay. Resolution five is an ordinary resolution for the approval to issue performance share rights to Mr. Andrew Menz. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I'll take questions on this resolution in tandem with resolution six. Resolution six is the approval of issue of shares to Andrew Menz. Resolution six is an ordinary resolution to approve the issuance of shares to Mr. Andrew Menz. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I'll vote the undirected proxies in favor of this resolution. Laura, have we received any questions on resolutions five or six?
There are no questions on resolutions five and six.
Moving to resolution seven, which is an ordinary resolution seeking approval to increase the non-executive director fee pool. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I'll vote the undirected proxies in favor of the resolution. Laura, have we received any questions on resolution seven?
There is one question from Mr. Mean on resolution seven. This resolution has been comfortably approved on the proxies, and thank you again for disclosing the proxy position early. What is the plan in terms of utilizing the extra headroom for individual director fees in 2025 to 2026, and are we looking to add additional directors to the board before the next AGM?
Thanks, Stephen. The NED fee pool has not been amended since the company's IPO in 2021. We do not currently have any plan to utilise the headroom in the short term, but it just provides us the necessary flexibility that we need.
There are no further questions.
I will now address any remaining questions that 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, are there any remaining questions from shareholders?
We do not have any written or verbal questions.
Thank you, Laura. Do we have any shareholders who would like to ask a question on the audio question facility?
No, we do not have any shareholders on the audio question facility.
If there are no further questions, I will now ask you to please complete your voting in relation to all of the resolutions. I'd just like to also go back just before closing, closing off just in relation to the placement capacity and a question from Stephen Mean. I just want to be clear that this is about maintaining maximum flexibility as outlined in the explanatory memorandum. Stephen, as you may remember, we did permit retail participation in our last placement and appreciate your perspective. As we do, appreciate the support of all of our shareholders in this respect. The results of the poll today will be announced onto the ASX following this meeting. If there's nothing else, ladies and gentlemen, that concludes the business of the meeting, and I'll now declare the meeting closed. Thank you.