Good morning, ladies and gentlemen. My name is Dr. Adir Shiffman, and I'm the executive chairman of Catapult Group International Ltd. In accordance with the company's constitution as the company's chairman, I'm also chair of this meeting. On behalf of the board, it is my pleasure to welcome you to Catapult's 2023 Annual General Meeting. Before I go any further, I would like to acknowledge the many traditional owners of the lands on which we are joining the meeting today. Catapult acknowledges the traditional custodians of the country throughout Australia and their connections to land, sea, and community. We pay our respects to the elders, past and present, and extend that respect to all Aboriginal and Torres Strait Islander peoples. Ladies and gentlemen, the time indicated in the notice of meeting has passed, and as there is a quorum present, I declare the meeting open.
As this AGM is being conducted as a virtual-only meeting, technical issues beyond our control may arise. If this occurs, I will adjourn the meeting, and I will resume at 1:00 P.M. Melbourne time. If resumption is not possible, we'll issue an ASX announcement with further information. The notice of meeting for this AGM was published, and a covering letter was sent to shareholders on June 30, 2023. As is customary, with the approval of the meeting, I will take the notice of meeting as read. I would like to remind shareholders that while this meeting is being streamed in audio and video via the Link virtual meeting platform and a Link telephone facility, only shareholders and proxy holders may vote or ask questions during the meeting.
Details of how to do this are set out in my letter to shareholders of June 30, the notice of meeting, and the appended Link virtual meeting online guide . I would now like to introduce you to the rest of your board. Mr. Tom Bogan, independent non-executive director and chair of our SaaS Scaling Committee. Ms. Michelle Guthrie, independent non-executive director and chair of our Nomination and Remuneration Committee. Mr. Shaun Holthouse, co-founder and non-executive director. Mr. Jim Orlando, independent non-executive director and chair of our Audit and Risk Committee, and Mr. Igor van den Griendt, co-founder and non-executive director. Also in attendance are our CEO, Mr. Will Lopes, and our new CFO, Mr. Bob Cruickshank, and our general counsel and company secretary, Mr. Jonathan Garland. I also welcome to the meeting the company's auditor, Mr. Ashley Butler of Ernst & Young.
As I noted in my letter to shareholders of June 30, we will not be giving a presentation of results at today's meeting. Instead, shareholders are encouraged to view the recorded video presentation of the FY23 results, which is available at the investor section of Catapult's website. We welcome any questions from shareholders relating to that presentation. Therefore, the agenda for today's meeting is to consider the formal business, followed by shareholder questions. We have adopted the same format as in previous years to make the meeting efficient and to improve the experience for attendees as a whole. The process will be as follows: I will introduce and describe all of the agenda items for consideration. Shareholders will then have the opportunity to ask questions about or make comments on all agenda items, rather than dealing with each item in turn.
We want to allow as many shareholders as possible to ask questions. To ensure the process runs smoothly, please keep your questions succinct and relevant to the meeting. Where there are multiple questions that are the same or have a similar theme, we will group these into a single question. Further, we will try to answer as many questions as possible. It may not be practicable to answer every question, but we will do our best. Eligible participants may submit a question at any time during the meeting via the Link platform on their mobile device or computer. To do so, participants should click or tap the Ask A Question button on the Link platform webpage. Eligible participants may also ask audio questions via the Link telephone facility, which is connected to the Link platform.
To do so, participants should pause the broadcast on the Link platform and then telephone one of the numbers set out in the notice of meeting. For verification purposes, shareholders will need to enter a unique PIN in order to ask a question. Participants should note that the telephone facility cannot be used for voting. This process is all explained in detail in the notice of meeting, Link virtual meeting online guide, and the Link platform itself. Before moving to the formal business of today's meeting, I will say a few words about the process of voting at the meeting. Each item of business in the notice of meeting that requires a vote will be by a poll, and I will formally open the poll on all items now.
The poll will remain open until the end of today's meeting. Please ensure that you vote before the end of the meeting. Shareholders and proxy holders may vote at any time during the meeting via the Link platform on their mobile device or computer. To do so, these participants should register by clicking or tapping the Get a Voting Card button on the Link platform. After registration, participants will be able to submit full or partial votes and edit those votes at any point up until the poll is closed. Before the shareholder questions session commences, we will display the proxy votes for each item of business that calls for a vote. The voting restrictions for all items are included in the Voting Restrictions section of the notice of meeting.
If voting on a poll, proxy holders must vote as directed, subject to any applicable voting restrictions. Any directed proxies that are not voted at the meeting will automatically default to the chairman, and I am required to vote those proxies as directed. The board recommends that shareholders vote in favor of each item of business that requires a vote. Any open proxies that have been appointed to me as chairman of the meeting or any of the company's directors, will be voted in favor of each item. These board recommendations and the voting of open proxies by me are subject to any applicable voting restrictions. I will now introduce the items of business on the formal agenda. Item 1, financial statements and reports.
The first item of business is to receive and consider Catapult's financial statements and reports for the financial year ended March 31, 2023, and the reports of the directors and the auditor. Item 2-A, re-election of directors, Michelle Guthrie. The next item of business is the re-election of directors. First, Michelle Guthrie retires at this meeting and, being eligible, offers herself for re-election. Item 2-B, re-election of director Shaun Holthouse. Second, Shaun Holthouse retires at this meeting and, being eligible, offers himself for re-election. Item 3, remuneration report. We now come to the non-binding advisory vote on the adoption of the remuneration report. The remuneration report is included in Catapult's 2023 annual report, which is available on our website. It sets out Catapult's remuneration policy and arrangements for non-executive directors, the CEO, and senior management.
Item 4, ratification of issue of first sub-tranche, or first tranche of earn-out shares to SBG vendors. This next item is to ratify by ASX Listing Rule 7.4, the prior issue of the first sub-tranche of the first tranche of earn-out shares to the SBG vendors, pursuant to the SBG share purchase agreement. This sub-tranche comprises 309,914 fully paid ordinary shares in aggregate. Item 5, approval issue second to fifth sub-tranches of first tranche of earn-out shares to SBG vendors. Item 5 is to approve for ASX Listing Rule 7.1, the issue of the second, third, fourth, and fifth sub-tranches of the first tranche of earn-out shares to the SBG vendors, pursuant to the SBG share purchase agreement. These sub-tranches comprise 1,239,658 fully paid ordinary shares in aggregate. Item 6, ratification of prior issue of securities under Catapult ESP. Finally, in Item 6, the company is seeking to ratify for ASX Listing Rule 7.4, the prior issue of 16,000,420 securities to participants of the company's ESP.
I will now formally propose each of the resolutions that are specified in the notice of meeting. Items 2A, 2B, 4, 5, and 6 are ordinary resolutions. Item 3, which is the adoption of the remuneration report, is a non-binding resolution. For the benefit of shareholders, the proxies received prior to the meeting on each of the items calling for a vote are now shown. These votes do not include votes to be voted in the meeting today.
Based on the results we are anticipating, I would like to thank shareholders for their strong support. I will now move to the shareholder question session of the meeting. Shareholders were offered the opportunity to submit questions in advance. I will address these questions at the same time as those which I have received from this meeting. It is my duty as chairman to allow a reasonable opportunity for shareholders as a whole at the meeting, to ask questions about or make comments on the management of the company, audit matters, the remuneration report, and other items of business before the meeting today. All questions will be directed to me as chairman. Questions to the auditor must relate to audit matters and will be directed to me in the first instance. I will now ask Mr. Andrew Keys, our investor relations manager, to advise whether there are any shareholders who have submitted questions through the Link platform, and if so, to identify them and to read the question.
Good morning, Chairman. There is a question that has come through from shareholder John Sadlik. It's saying: Is there a reason why the AGM meeting is only online rather than a hybrid meeting, which would give shareholders the opportunity to meet members of the board? The hybrid approach has become a common approach for some ASX companies.
Thanks, Andrew, and thank you for the question. We've given a great deal of consideration to how to conduct the AGM and, you know, in addition to making sure that we're fully compliant with the requirements, also to work out the right balance between providing shareholders with an opportunity to ask questions and participate and feel confident in the management and oversight of the company, as well as to ensure that, you know, we are focused on a clearly stated objective of free cash positivity in FY24. Our unanimous view on this is that a fully online approach provides sufficient opportunity for shareholders to ask questions and to conduct all of the relevant matters of the meeting, and additionally, is significantly cheaper than any of the alternatives.
Thanks. Thank you, Andrew.
I will now ask the Link teleconference moderator to advise whether there are any shareholders who wish to ask questions via the telephone facility, and if so, to introduce them.
There are no questions.
I will now ask Mr. Keys to confirm that there are no further questions on the Link platform.
There are no further questions.
I will now ask the Link teleconference moderator to confirm that there are no further shareholders wishing to ask questions via the telephone facility.
There are no questions.
Given there are no further questions, the shareholder question session is now closed, and we will proceed to vote on all the resolutions. To cast a vote today, participants must enter their votes via the Link platform on their mobile device or computer. As I mentioned previously, participants should register by clicking or tapping the Get a Voting Card button on the Link platform. After registration, participants will be able to submit full or partial votes and edit those votes at any point up until the poll is closed. Processing the votes may take some time, so rather than wait for the results, I will formally close the meeting shortly, with the results to be announced on the ASX later today. The poll will close five minutes after the end of this meeting.
A countdown timer will appear on the Link platform at the top of the webcast and slide screens, advising participants of the remaining voting time. There being no further business, I now declare the meeting closed. I thank you for your attendance today.