Good morning, ladies and gentlemen. My name is Dr. Adir Shiffman, and I'm the Executive Chairman of Catapult Group International. 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 2024 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 country throughout Australia and the connection to the land, seas, community. We pay our respects to their 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 it will resume at 1:00 P.M. Melbourne time. If resumption is not possible, we will issue an ASX announcement for further information. The notice of meeting for this AGM was published, and a covering letter was sent to shareholders on the fifth of July, 2024. 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 linked telephone facility, only shareholders and proxy holders may vote or ask questions during the meeting.
Details on how to do this are set out in my letter to shareholders of July 5, the notice of meeting, and the appended Link Virtual Meeting Online Guide. I would now like to introduce you to the rest of the board. Mr. Will Lopes, our CEO and managing director, 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 Nominations 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 de Griendt, co-founder and non-executive director.
Also in attendance are our 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 on July 5, 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 FY24 results, which is available at the investor section of the Catapult 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 this meeting. Where there are multiple questions that are the same or have a similar theme, we will group these into a single question. Further, while we 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 or their mobile device or computer. To do so, participants should click or tap the Ask a Question button on the 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 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 the meeting, I will say a few words about the process for voting at the meeting. Each item of business in the notice of meeting that requires a vote will be by a poll, and I formally open the poll on all items now.
The poll will remain open until the end of the meeting of today's meeting, so please ensure that you'll 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 these votes at any time up until the poll is closed. Before the shareholder question 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'm required to vote these proxies as directed. Except for items seven A to H, the board recommends that shareholders vote in favor of each item of business that requires a vote. The board does not consider it appropriate to give a recommendation on items seven A to H, as they concern non-executive director remuneration. Further, any open proxies that have appointed 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.
The first item of business is to receive and consider Catapult's financial statements and reports for the financial year ended March 31, 2024, and the reports of the directors and the auditor. The next item of business is the re-election of directors. First, Tom Bogan retires at this meeting and, being eligible, offers himself for re-election. Second, Jim Orlando retires at this meeting and, being eligible, offers himself for re-election. Now we come to the non-binding advisory vote on the adoption of the Remuneration Report. The Remuneration Report is included in Catapult's 2024 Annual Report, which is available on our website. It sets out Catapult's remuneration policy and arrangements for non-executive directors, the CEO and managing director, and senior management.
The next item is to ratify for ASX Listing Rule 7.4, the prior issue of the first sub-tranche of the second tranche of earn-out shares to the SBG vendors pursuant to SBG Share P urchase Agreement. This sub-tranche comprises 463,334 fully paid ordinary shares in aggregate. Item 5 is to approve the ASX Listing Rule 7.1, the issue of the second, third, fourth, and fifth sub-tranches of the second tranche of earn-out shares to the SBG vendors, pursuant to the SBG Share Purchase Agreement. These sub-tranches comprise 1,853,336 fully paid ordinary shares in aggregate. In item 6, the company is seeking to ratify for ASX Listing Rule 7.4, the prior issue of 10,719,748 securities to participants of the company's ESP.
In item 7A to H, the company is seeking to approve for the purposes of ASX Listing Rule 10.14, to issue rights and shares to existing and new company directors under the company's employee share plan by way of salary sacrifice. The salary sacrifice offer is designed to encourage directors to build their shareholdings in the company. It's not intended to be used for the purpose of providing directors with additional remuneration. Under the listing rules, the company is required to have a separate resolution for each director. Accordingly, it's set items 7A to G, relate to respectively, me, Will Lopes, Tom Bogan, Michelle Guthrie, Shaun Holthouse, Jim Orlando, Igor van de Griendt.
Item 7H relates to new directors. The purpose of item 8 is to grant short and long-term incentives to our CEO, Will Lopes, given he was appointed Managing Director in September last year.
Finally, item nine is a special resolution that concerns the renewal of the proportional takeover provisions in Catapult's constitution. I now formally propose each of the resolutions that are specified in the notice of meeting. Items two A, two B, four, five, six, seven, A to H, and eight are ordinary resolutions. Item three, which is the adoption of the remuneration report, is a non-binding resolution. Item nine is a special resolution. For the benefit of shareholders, the proxies received prior to the meeting on each of the items called for a vote are shown on the current and next slides.
These votes do not include those to be voted in the meeting today. However, based on the results we are anticipating, I would like to thank shareholders for their strong support. I now move to the shareholder question session of the meeting.
It is my duty as chairman to allow 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. Dave Schiller, our Senior Director of Investor Relations, to advise whether any shareholders have submitted questions through the Link platform, and if so, to identify them and read their questions. We have no questions at this time.
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. Thank you.
There are no questions on the phone line. As there are no questions, the shareholder question session is now closed, and we will now proceed to vote on all the resolutions. Given there are no further questions, the shareholder question session is now closed, and we will now proceed to vote on all the resolutions. To cast the vote today, participants must enter their votes via the Link platform or on their mobile device or computer. As I mentioned previously, participants should register by clicking or tapping the 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 result, 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.