Good morning, ladies and gentlemen, and welcome to our 2025 Annual General Meeting of Jumbo Interactive Limited. I'm Susan Forrester, the Chair of the Board, and I'd like to thank you all for attending our AGM today. I'd like to welcome those of you who are joining us via the webcast. I'd like to begin by acknowledging the Yurraga and Turrbal people and pay my respects to the elders past and present. I'd also like to extend my respect to Aboriginal and Torres Strait Islander people joining us here today. I've been advised by the Company Secretary the Quorum is present, so I'm pleased to declare the meeting open. Joining us for our AGM today are Sharon Christensen, Non-Executive Director; Giovanni Rizzo, Non-Executive Director; Michael Malone at the end of the table, Non-Executive Director; well known to you, Mike Veverka, Managing Director, CEO and Founder; and Jatin Khosla, CFO.
Where are you lurking, Dustin? Over there. Right. Welcome. Suzie Kuo, a representative of our auditor, Ernst & Young, is also attending this meeting and is available to answer any questions from shareholders. Giovanni Rizzo, as Chair of our Audit and Risk Committee, and Sharon Christensen, as Chair of our People and Culture Committee, are also available today to answer any questions. Before moving on to the business of the meeting, I'd like to draw your attention to the voting procedures for today's meeting. As set out in the Notice of Meeting, voting on each resolution will be conducted by a poll. On your blue voting card, which you would have received on registration, is your voting paper which details the resolutions being put to this meeting. When asked to record your vote on each, please vote for each resolution on your voting card.
For each resolution, I will introduce the resolution. There will be an opportunity for shareholders and proxies to ask questions. Those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll. The results of the poll will be released by the ASX Company Announcements platform and made available on our website as soon as possible after the close of the meeting. I'm delighted to be providing you with an update on Jumbo's progress and to be doing so from our new head office here in Milton. Whilst the operating environment presented some challenges, particularly the subdued jackpot cycle, it also provided the opportunity to refine our approach, deepen customer engagement, and strengthen the foundations that will support Jumbo's next phase of growth.
I'm also pleased to note that in the last month, the management team has successfully completed two strategic acquisitions, one in the U.K. and one in the U.S. Mike will detail these further in his presentation. In 2025, despite subdued jackpot activity here in Australia, Jumbo once again demonstrated the strength and resilience of our business model, delivering the second highest profit in our history, second only to last year, which did benefit from an exceptional run of large jackpots. Our SaaS business continued to perform strongly, with total ticket sales exceeding AUD 250 million and generating over AUD 10 million in revenue. Our international businesses demonstrated stability with encouraging momentum in both the U.K. and Canada. The strength of our balance sheet and cash generation enabled the Board to declare a final ordinary dividend of AUD 0.305 per share, fully franked.
This brought the total FY2025 fully franked dividend to AUD 0.545 per share, which matched last year's dividend. In addition, we returned further value through our on-market buyback program, repurchasing approximately AUD 8 million in shares throughout the year. The essence of our strategy remains unchanged. It balances the imperative to grow and protect our core earnings through Oz Lotteries, while accelerating growth and diversification through a combination of organic growth initiatives and expansion through acquisitions. Both recent acquisitions, which Mike will talk about later, align strongly with these principles and represent meaningful steps in our international growth journey and diversification. Each was subject to really comprehensive due diligence to ensure strategic alignment, financial discipline, and long-term value creation for shareholders. Over recent years, the Board's dividend policy has been to return between 65%-85% of Statutory Group net profit after tax as fully franked dividends.
Following completion of the two strategic acquisitions in the U.K. and the U.S., and recognizing our increased debt position, the Board has reviewed the policy to ensure it remains aligned to Jumbo's long-term growth strategy and prudent capital management objectives. The Board has determined that a revised payout ratio of 30%-50% of Group net profit after tax is appropriate in these circumstances, effective from the first half of fiscal year 2026. This adjustment reflects a prudent approach designed to maintain a strong balance sheet, reduce debt, and ensure the company remains well positioned to deliver sustainable long-term shareholder value. The on-market share buyback program will continue on a disciplined and opportunistic basis, seeking to balance share price performance and alternative uses of capital. Following shareholder approval at last year's AGM, Michael Malone formally commenced as a Non-Executive Director.
Michael has brought a valuable blend of entrepreneurial insight drawn from his experience founding and scaling technology businesses, and his contribution over the past year has been significant. Today, Giovanni is seeking re-election. He was appointed to the Jumbo Board in January 2019 and has provided deep financial and strategic insight, drawing on his extensive experience across the lottery and technology sectors. Giovanni will address you shortly when we reach the resolution for his re-election. The Board recommends that you vote in favor of his re-election. Operating in a highly regulated industry, we know that strong governance, ethical conduct, and regulatory compliance are essential to maintaining trust, particularly while partnering with charities across jurisdictions. In FY2025, we actively enhanced our governance framework and risk management model, providing clearer accountability across the three lines of defense and ensuring alignment with evolving stakeholder and regulatory expectations.
As cyber threats grow in scale and sophistication, we implemented a range of new cybersecurity measures and advanced our ability to detect, respond, and mitigate threats. As we increasingly adopt artificial intelligence in our operations, we are also developing policies to ensure its safe, transparent, and responsible use. Our people remain at the heart of Jumbo's success. Over the past year, we've continued to invest in creating an inclusive and high-performing workplace that enables our people to do their best work. A major milestone was relocation to our head office from Toowoomba to Milton here in Brisbane, a space thoughtfully designed to foster collaboration, innovation, and connection. With modern facilities, enhanced accessibility, and state-of-the-art technology, our new office reflects our commitment to supporting both productivity and well-being.
We also refined our safety and well-being framework to meet new legal standards and launched our confidential Speak Up platform and expanded our mental health and flexible work initiatives to support balance and belonging across our teams. Our culture continues to strengthen through initiatives like Jumbo University and our award-winning learning ecosystem and leadership programs, which are developing confident, capable workers for the future. We're proud that every Jumbo region has now achieved a Great Place to Work certification, a clear reflection of the engagement and inclusion of our team certificate. I'd also like to take this opportunity to acknowledge and thank our highly skilled teams of employees across Australia, the U.K., Canada, and welcome our new teams in the U.S. and the U.K. Their dedication, collaboration, and energy have continued to shape a vibrant and inclusive culture, one that fosters innovation, supports well-being, and celebrates shared success.
We continue to embed sustainability in our business operations, aligning our actions with our responsibility to people, the planet, and the communities in which we serve and operate. This year, to strengthen oversight, we introduced a new internal responsible gambling framework designed to further help our employees to identify, report, and respond to potential player harm. We also continue to support our customers with tools and resources to minimize player harm. Our new office reflects our commitment to environmental sustainability and incorporates improved water, waste, and energy management systems. Further, we are preparing now for our mandatory climate-related disclosures, and given our recent acquisitions, Jumbo will likely be a designated Group 2 entity required to report from FY2027. Our preparations are progressing well, having initiated senior leadership training and commenced a value chain emissions analysis and aligned our emissions reporting with greenhouse gas protocols.
We also implemented new tools to capture sustainability data, including modern slavery reporting. In closing, on behalf of the Board, I'd like to sincerely thank our customers and our shareholders for their continued trust and support. Your confidence enables us to pursue our long-term strategy with focus and discipline. Thank you, and I look forward to taking your questions later in the meeting. I'll now hand over to Mike to present a more detailed view of our company's performance.
Thanks, Sue, and good morning, everyone. Welcome to the 2025 Jumbo Interactive Annual General Meeting. After a long three-year search, we finally found the acquisitions we've been looking for. Last month has been pivotal in Jumbo's history and will be a key moment in the future for Jumbo. It's the moment when we expanded our B2C strategy to two additional major markets, the U.K. and U.S.A.
I'll dive deeper into these businesses in the coming slides. First, let me discuss the other parts of the business that are in good shape and recap our FY2025 performance. Lottery retailing in Australia continues to see strong engagement with our players, and despite a run of jackpots that did not quite reach the levels we saw the year before with the record-breaking $200 million jackpot, we still managed our second-best result ever. Our SaaS segment continues to go from strength to strength, with multiple partners achieving record results, reinforcing the tangible value Jumbo delivers through our technology and expertise. Just a few weeks ago, we also signed a long-term agreement with Australia's number one charity lottery, the Dream Home Art Union, to be their software platform of choice. Internationally, our managed services business is gaining real traction. STRIDE delivered above expectations, and momentum in the U.K. continues to build.
Our focus remains on driving growth while improving operating leverage. From a capital perspective, we maintain a strong balance sheet and remain focused on delivering shareholder returns. We have taken on debt to fund the two new acquisitions, but with net leverage of approximately 1x pro forma EBITDA, we're not overly leveraged. We will look forward to paying this down aggressively to open up opportunities for future growth. As Sue highlighted, our strategy is unchanged, and we focus on executing on what we say. I'll be focusing on the fourth priority, accelerating growth through acquisitions. As I mentioned earlier, our two recent acquisitions have been three years in the making, and for that, I thank you for your patience. Our M&A strategy has always been one of discipline, not only in financial metrics, but also ensuring that we can add meaningful value to the businesses we acquire.
The same proven framework that has driven the success of Oz Lotteries will now guide our approach in the U.S. and U.K. markets. We have undergone a thorough due diligence of both businesses, and we are confident. We've bought a business that is already profitable, with a strong track record of growth and a loyal, highly engaged customer base. There is substantial headroom for growth, supported by rising brand awareness and expanding product offering and increasing digital engagement, all areas where Jumbo's expertise can help accelerate the next phase of expansion. By buying a business that's already established, we can skip over the initial startup phases and jump straight to growth. The prize draw market itself has grown rapidly over the past seven years, from virtually nothing to an estimated GBP 2.7 billion in the U.K. alone.
While still smaller than the traditional lottery market, it's very much on the ascendancy, presenting an exciting new avenue for growth within the broader digital lottery and games landscape. Looking now at Dream Giveaway USA, the company we bought in the U.S. It's active in all 50 states and follows the 501(c)(3) charitable donations model. This is a well-established model and involves working with specific charitable organizations. Dream Giveaway already has this well-established, giving Jumbo a head start, skipping the initial research and establishment phases and jumping straight to growth. The sheer size of the US market gives this business enormous potential. With a population 5x the U.K. and 13 x Australia, I see significant potential way into the future. Key management and I have been at Jumbo a long time, and we've driven the growth of Oz Lotteries from the early days.
There are striking similarities between these two new businesses and what Jumbo was like in the early days. The U.K. and U.S. businesses are just like where we were a decade ago and will face the same challenges that we already experienced and navigated through. You can see how our experience can be used to guide these businesses through their next stages of growth. Buying established businesses smaller than our Australian business means we can deliver growth sooner just by using what we've already built. We have Jumbo's key management on the ground in the U.S. as I speak, getting straight to work on delivering their software platform. Our key focus over the next 12 months is integrating these two acquisitions and empowering value creation. The integration plans have been well thought out and are clear and simple.
Jumbo brings the technology, marketing experience, and guidance to help sustain the growth engine and accelerate their trajectories. We also have deep expertise in regulatory management, enabling the acquisitions to navigate and even lead any future regulatory change with confidence. Over the past five years, Jumbo has matured into a business that successfully operates across multiple regions with the right balance of governance and agility. That gives us strong confidence in our ability to replicate key aspects of Oz Lotteries' success. In short, Jumbo provides a platform, capability, and discipline that allows the acquisitions to focus on what they do best, delivering exceptional products and accelerating growth. I will switch gears and talk about our SaaS and managed services businesses and how we intend to scale our proprietary products.
The Lottery Corporation, or TLC, has been a significant partner for Jumbo for decades, and we expect this to continue well beyond 2030. We are methodically building our non-TLC business to improve diversification. This includes SaaS, charity resales, and our own proprietary products and programs like Splash for Good and Daily Winners. This now represents AUD 265 million in TTV and AUD 18 million in revenue, with plenty of headroom for growth. This year, we added two major charities to our reseller stable, RSL Queensland and Your Town, and launched a premium tier to our Daily Winners loyalty program. We have also further deepened our relationship with the RSL Queensland by entering into a long-term software licensing agreement to power RSL Queensland's flagship Dream Home Art Union Lottery program, which almost doubles the SaaS TTV to nearly AUD 500 million. Lastly, the Lotterywest RFP.
We submitted this in May 2025, early this year, and we're well positioned in expected decision either just before Christmas or early into 2026. I'll talk about the momentum we're seeing in Managed Services in the trading update later in my presentation. I'll now take you through our lottery retailing market share, a segment that has been the cornerstone of Jumbo for many years. We showed this slide at our FY2025 results presentation in August and have updated it for the last four months. It shows Jumbo's market share for Powerball and Oz Lotto draws between AUD 10 million and AUD 30 million. Each blue dot represents our estimated market share for an individual draw, while the orange line reflects the weighted average.
Since the implementation of the new marketing playbook back in January 2025, you can clearly see the recovery of market share in the second half of FY2025, with the market share being maintained into the first half of FY2026. We continually evolve our technology and marketing playbook to protect and grow one of our most important assets. To the trading update. From our solid rebound in market share, I'll move on to the trading update. Starting with lottery retailing, we've updated the definition of large jackpots to be Division 1 prizes of greater than or equal to $30 million, and we can see the first four months of FY2026 was rather modest. There were seven large jackpots with a combined Division 1 prize pool of $300 million, equating to an average of $43 million, broadly in line with last year.
Two key factors set this apart from where we were last year. Firstly, the Powerball price increase was implemented last week. Historically, price adjustments have preceded higher jackpot levels. Secondly, the nature of the law of averages suggests that larger jackpots are likely to follow in the near term, given the subdued jackpot environment over the past 15 months. I see the Powerball reach $50 million this Thursday, which is a good sign. Together, these two factors position us well for potentially stronger jackpot cycles over the remainder of the year. Even with the modest start to FY2026, lottery retailing TTV was up 5%, driven by strong performance in Saturday Lotto following the price change, Daily Winners Premium, and new reseller agreements with RSL Queensland and Your Town.
This translated to revenue being up 12.5% and an improved revenue margin of 24.8% due to the shift in product mix. SaaS TTV increased 9% and revenue up 8%. The lower revenue margin of 3.9% reflects the changing client mix. Excluding Lotterywest, which was impacted by the modest run of jackpots, TTV and revenue were up 10.6% and 14% respectively, driven by our partners' performance and expanded partner base. As I mentioned, the momentum in Managed Services in the U.K. and Canada seen in late FY2025 has continued into FY2026, with both regions achieving double-digit revenue growth. We remain on track and are focused on growth and operating leverage. As a reminder, when you look at the lottery sales over the past 35 years, the sector has delivered steady growth of 3.5% per annum, despite economic cycles, recessions, and even the global financial crisis.
It's a market that continues to prove its strength and reliability over time. What's particularly exciting is the ongoing digital transformation of the industry. From virtually nothing years ago, we're now at 42% in FY2025, and that's where Jumbo thrives. As players continue to shift online, our focus remains on protecting and growing our Oz Lotteries market share by continually innovating the player experience, keeping it fun, safe, and engaging, and ensuring Jumbo remains at the forefront of the trend. Turning to the FY2026 group outlook, the slide has been updated for the expected contribution from Dream Car Giveaways U.K. and Dream Giveaway U.S.A., which have been added to the bottom right of this slide in local currency. Aside from these additions, our operating guidance for the group remains unchanged. This includes the Australia underlying EBITDA margin and EBITDA growth outlook for our U.K. and Canadian managed services operations.
As Sue mentioned on capital management, following the acquisitions and the associated increase in debt, the Board has revised the dividend payout ratio from 30%-50% of statutory group and PAT. With this adjustment and as a growth-focused company, we remain committed to reducing debt, investing in the future, and maintaining a strong balance sheet to deliver long-term shareholder value. When you take a step back and look at our journey over the past seven years, the scale of Jumbo's growth and diversification is remarkable. In FY2018, we were an Australian-centric with one major customer and focused primarily on government lotteries. Fast forward to today, and our FY2025 pro forma performance shows a business that has grown EBITDA nearly fivefold, where it exceeds AUD 90 million.
have evolved into a diversified business with meaningful contributions from Australia, our Managed Services segment, and now our Dream Car Giveaways U.K. and U.S.A. operations. Also important is that our non-TLC EBITDA contribution is reaching 50%. Each of these pillars strengthens our position and reduces concentration risk while creating new avenues for growth. We achieve this by remaining disciplined and innovative. With our proven model, our technology, and our people, Jumbo is well positioned to continue delivering strong results while shaping the future of digital lotteries and prize draws globally. Thank you to our shareholders for your ongoing support and our incredible teams across Australia, the U.K., Canada, and the U.S. for their hard work and dedication. Together, we are building something special, and the best is yet to come. Thank you very much.
Thanks very much, Mike. I will now move to the formal part of the meeting. Shareholders will be asked to consider the five resolutions which were set out in the notice of meeting dated 10 October 2025. The poll for each resolution is now open and will close at the conclusion of this meeting. The first item of our formal business is to receive and consider the company's financial statements and reports for the financial year end 30 June 2025, as set out in the 2025 annual report. This item of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies may comment or ask questions about the financial statements and reports or about the management of the company.
Shareholders or their proxies may also ask questions of our company's auditor, Ernst & Young, in relation to the conduct of the audit, the preparation and content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. I'll now address any questions relating to this item of business or any general business questions. Do we have any questions? If so, please raise your hand, and we'll arrange for a microphone to be brought to you.
Hello. Susan, Peter Richardson, shareholder.
Hello, Peter.
Just a little bit confused about your capital management strategy. It's quite strange to have a company that borrows money to buy a business, does share buybacks, and pays dividends. Excluding the acquisitions, most companies decide either the best use is to pay dividends, which are franked, which obviously has a greater impact than just buying back shares. You seem to have a foot in three camps at this time. Can you just explain to us how the Board talks about and how they prioritize whether it should be repayment of debt, which I think is repayment of debt is a good thing, how you prioritize your cash in those three areas?
Thanks, Peter. Thanks for your question. I'll start off, and then I might hand to Mike or Giovanni if they want to make any further questions. For many, many years, Jumbo has been a dividend stock, and our payout ratio has been very high. We've had a very strategic focus on these acquisitions, and we knew we would have to borrow to be able to fund them. That's changed our capital management strategy in terms of bringing on debt. The smartest thing in terms of use of capital is to pay down debt, which caused the issue for the Board to consider: will we alter our dividend payout ratio? If we didn't do that, obviously it would take us a lot longer to pay down the debt. We think it's an efficient and prudent way of managing our capital. We don't feel we have a foot in each camp.
We may well see Jumbo go from a dividend stock to a growth stock as a result of that, and that's okay because we've been very clear about our strategic aspirations around growth. Mike or Giovanni, any further commentary around that?
Maybe just to highlight, it's always been our intention to be a growth stock. Because we've been paying dividends for a long time, maybe we've taken on a persona of a dividend payer, which we intend to continue on, but we've kind of lost that growth edge over the last few years. That is something that we've been trying to address with these acquisitions. We think we've got that right, and we can start supercharging that growth, which is something that we had in the early days. Perhaps we've lost that in the last two, three years, but we intend to get that back.
Giovanni?
Maybe I can just add as well. Number one, it's also the flexibility from a capital management point of view. Obviously, as you say, there are different priorities. Repayment of debts is very important with these acquisitions. Obviously, the various levers we have give us that flexibility in terms of how we actually manage the capital management. The other thing from a dividend perspective as well is the actual payout percentage may be decreasing, but from a quantum point of view, obviously with the additional profits that we're getting from these new businesses, that may have an impact in terms of what the actual quantum of the dividend is going forward as well.
Thanks, Giovanni.
Yeah, sorry, I was just confused that there's three strategies. I mean, I understand the repayment of debts, but do you still think you'll be buying back shares at current prices? Because that doesn't seem quite as effective to shareholders as a dividend.
Yeah, I think if I can just take that one, it's about the flexibility of having and prioritizing what is the most important to shareholders at any given point of time. Ultimately, it's just, as I say, those different levers that we have, what we pull at different times.
Thanks for your question, Peter. Any further questions?
I'm just a—sorry, my name's Rhett Pilcher. I'm just a small shareholder. And with respect to—sorry.
Just closer to your mouth, just so the—
Yeah, with respect to the buyback, what is the aim of the buyback? I hear this thing about capital management and that, but to me, from just a normal person, instead of paying us an extra dividend or whatever, you use a part of our entitlement to drive up the price. So we're basically paying people to push the price up, and then it also most probably, I don't know, Mike is rewarded, but it also increases earnings per share if you use that as a criteria, which is really an artificial increase. How do you compensate for this artificial increase when you decide to remunerate it?
Do you want to take it?
Yeah, sure. Ultimately, from a capital management point of view, what you're doing is you're giving shareholders the ability that if they actually wish to sell their shares, the capital management policy allows them to sell their shares. That is the one element that we're trying to do as well. You're right that buying back shares obviously is incremental from an EPS perspective. No, I mean, we don't drive the business in terms of trying to drive remuneration outcomes for executives or anything of that nature. Ultimately, what capital management does is it gives you that flexibility of returning capital to shareholders where we see the most value for the shareholders. That is via share buybacks, via a dividend policy, via repayment of debt so that we can drive the business's growth. That's the ultimate goal that we have, to ensure that we drive the growth of this business so that we increase shareholder wealth across the board. Those are the various elements that we put together to try and do that.
Can you offer another set? I was having a mental—so the way I see it, you're talking about the—I know there's a bit of a bias in the tax ruling. It says I'm entitled to partake in the buyback. But from your people experience, who participates in the buyback predominantly?
It is any shareholder. So any shareholder wishes, obviously from our perspective, we go on market, and it is a market-driven activity. We are limited in terms of how many shares we can buy back on any given day. Yeah, any shareholder who wishes to sell can participate in that buyback. It is not selective shareholders or anything of that nature. It is open to all shareholders.
My question is, who is more likely to participate in the buyback?
Oh, it varies. I mean, I couldn't give you any specifics at this stage, but it does vary.
We don't have any control over that, so.
Yeah, the T20 predominantly participates, which is normal. They're the ones who buy back. Basically, you're using my money to encourage people to buy back to push the price up. Theoretically, I believe a portion of my entitlement is being used to push the T20 to participate to push the price up if that's your aim, is to increase the value of our shares.
Yeah. No, I think just to summarize, that's not the intention. So ultimately, the capital management.
That's not the intention, but it's the bias in the system that it happens.
Yeah, I think we've pointed out the various levers we have to pull in our capital management strategy. Sometimes it is buyback, other times it's paying dividends, and other times it's paying down debt. We've tried to express the various levers we'll pull. There was a question from Steve.
Good morning, Sue at the Board. Steve Babb representing the Shareholders Association today. Firstly, just wanted to congratulate you on winning our Corporate Governance Award in FY2025. Just a little thing, but it was really recognition for the multiple years of progress you've made as a Board and the fair treatment of retail shareholders from our perspective. So congrats on that. Just one question here. I know we've got Giovanni coming up for re-election, but just on directors in general, looking at the skills table that you published this year, one of the things that stands out is that industry expertise on the Board and also some international expertise on the Board that potentially you could utilize a little more of in our view.
With no disrespect to our current Board, and we like that it's a small Board, but any consideration given to some additional directors with that U.S. or U.K. experience, North American experience, and/or deep lottery industry experience to help these discussions that you're having at the moment?
That's a great question. Thank you, Steve. We spent quite a lot of time actually looking at our skills matrix and the composition of skills around our Board. As you know, one of the reasons for bringing on Michael was his extensive both entrepreneurial skills, but also his IT and cyber skills. Having bought some businesses now overseas, that is certainly something that we are looking at. In our subsidiary Boards, we actually have some local directors, so we are seeing some local people acting well. If they perform well, that is something we will consider. In terms of lottery experience, as you know, we've got Mike, and Giovanni's now been on the Board for some time, as has Sharon. We are building our lotteries experience regularly. When we look internationally, there's a chance that we would try and combine those two and actually have lotteries plus international experience. So very much on our radar and open to it.
Thank you.
Peter Richardson again. Just I could not find anything in the annual report about franking credits. So I do not know whether the change of policy around dividends is affected by franking credits. Do you have a good supply? Are they likely to remain 100% franked?
Fully franked.
Yeah, I'll take that one. Thanks for that. Yeah, very comfortable with the franking credits. No, the change in policy is not driven by franking credits at all. We still have a very healthy balance in terms of our franking credits. From that perspective, no, no change at all.
Dividends will be fully franked. Any further questions? All right. Thank you very much. As to no further questions, we'll move on to the next item of business, which is the re-election of Giovanni Rizzo. The resolution is set out on the screen. Details of Giovanni's background and experience were set out in the explanatory memorandum which accompanied the notice of meeting, so I don't propose to restate that. However, I would like to emphasize the Board considers Giovanni's contribution to the Board through his significant experience in finance and regulatory compliance, as well as his various roles in the lottery and gaming industry, brings significant benefit to the Board discussions and in his role as Chair of the Audit and Risk Committee. I now invite Giovanni to briefly address the meeting.
Thank you, Sue, and good afternoon. It is afternoon already. Shareholders, it truly is an honor to be in front of you again. My previous re-election was three years ago, and I had a look at that date on the screen, six years part of Jumbo. It has been an amazing, amazing journey, I've got to say. It's a wonderful company. I think Mike and Sue both indicated. It's just brilliant in terms of the journey that we've been on with Jumbo. I see many shareholders here that I saw six years ago, and you've been loyal followers of the stock, so we thank you very much for that. It gives me great pleasure to stand again for re-election of Jumbo. I have been Chair of the Audit and Risk Committee as well as a member of the People and Culture Committee.
I'm a chartered accountant for my sins, unfortunately. And my experience going over 25 years in gaming, lotteries, and technology across Australia, Canada, and South Africa gives me the required level of knowledge, skills, and experience to represent you shareholders on the Board. We really do try and ensure, and it's something we take very seriously, I've got to say, is that Jumbo maintains the highest level of governance, risk management, financial control, and discipline as it continues to grow and expand both domestically and internationally. As a Board, we consistently put your shareholder interests front of mind in everything in terms of the oversight and governance that we do for Jumbo's operations. I believe I complement the Board's overall skills with my extensive financial, operational, investor relations, and ESG expertise gained from a diverse range of large listed ASX businesses, both domestically and internationally.
My experience spans the gaming, lotteries, and technology sectors, bringing a unique perspective that strengthens the Board's collective capabilities. As Chair of the Audit and Risk Committee, I've worked very closely with the Board and the Audit Committee and the management team over the past six years to introduce several key initiatives. These include selecting new external auditors. I've got to say, Ernst & Young has done a phenomenal job for us in terms of the extra value that they've actually added to us since they've been appointed as external auditors. We also have new internal auditors who are adding a lot of value to us as well in terms of the upgrading of our internal control processes. We have implemented a completely new risk system in the business as well, which really defines our risk appetite and the entire risk management function.
More recently, our attention has focused on the successful integration of the new businesses that we've acquired in the U.K. and the U.S. to ensure these businesses are seamlessly integrated into the Jumbo way of doing business. In summary, I'm honored to be part of Jumbo. It's such a talented and committed workforce that we work with here. They share a passion for technology, innovation, and delivering outstanding customer experiences. I'm also proud to be part of a very well-functioning Board that sits here in front of you today. I want to thank my fellow Board members for their support over these past couple of years. It's with great enthusiasm that I put myself forward for re-election as a director. I will be honored to continue to serve you, our shareholders, as a director for the next term of my appointment if you vote in favor today. Thank you very much.
Thanks very much, Giovanni. The directors, with Giovanni Rizzo abstaining, unanimously recommend shareholders vote in favor of this resolution. I'll now address any questions relating to this item of business. Do we have any questions? If so, would you please raise your hand, and I'll arrange for the microphone to come to you.
Sorry, I'm not used to talking about it in public. I'm asking, I'd like to see transparency improved in the manner we vote. I gave Mike an example of CapCore where they actually, besides showing the percentage in favor and the number of votes, but also the number of official owners. Could you show the Chair, please, and explain what I was trying to say on my behalf?
Yeah, I've got that here, and we'll.
We'll consider that.
We'll consider that. It's a good suggestion. We have that here, and we'll discuss that.
Yeah. Basically, what it says on CapCore, they have 125,000 eligible voters or holders, and only 2,000, a bit over 2,000 voted for one resolution. In the past, I inquired with, I did a little bit of research with ComputerShare Link Market. In the past, they used to say the average participation rate within people who wanted to vote on resolution, it's only between 4% and 5%. I was under the impression that that percentage figure would increase because of online participation. For some reason, in CapCore's case, it's dropped to 2%. When people who may have had shares in CapCore, they would have heard about the Australian Shareholders Association complaining about some outlandish reward. Basically, 2% of official holders voted for that. Thank you.
I think we're happy to take that on Board and consider that as part of our reporting processes. Any further questions?
Giovanni, we only get a rare glimpse into directors each year at events like these. Given you've made a couple of big acquisitions, and obviously, we assume it's a collective Board decision to support those acquisitions. As head of Audit and Risk and someone with a lot of financial expertise, we'd just be interested to kind of get your thoughts on the two acquisitions, particularly maybe what you saw as the biggest opportunity for the business in making both of those acquisitions, and also arguably the biggest risk that you saw when Mike and the team brought these opportunities to you.
Sure. I mean, Mike's probably best placed from an operational point of view, but from an Audit and Risk Committee point of view, it's a great question. Thanks, Steve. What we really look for is, ultimately, from a risk appetite point of view, where do we position the business? Where do we see the business going into the future? Growth is obviously a very important strategic element of this business going forward. We want to generate more shareholder wealth. The way to generate more shareholder wealth is through responsible acquisitions. I use that word, responsible. It's very important. What the Audit Committee really looks for is, number one, can we use the platform? Is the business mature enough in terms of it having good systems in place, good team members working for it that can actually grow the business going forward?
Gatherwell is a great example in the U.K. We acquired Gatherwell quite a few years ago, actually, as a platform for growth in the U.K. You see what we've actually managed to achieve in the U.K. at the moment. The U.S. is a similar initiative from that perspective. This is kind of a stake in the ground for us. It's a good business, and it gives us that platform for growth going forward, but doing so in a very responsible way, making sure we integrate systems, making sure we integrate the teams there, that they follow the Jumbo way of doing business. That is probably the key from an Audit and Risk perspective, having that integration plan and following the integration plan very closely. That is something we've matured very well into as a business going forward. Hopefully, that answers the question.
Thank you.
Any further questions for Giovanni or for the Board? All right. Thank you. If there's no further questions, I'll now put Resolution 1 to the meeting. The results of the proxies received are now being displayed. Thank you. Please mark your selection for, against, or abstain for Resolution 1 on your voting card. We'll now move to Resolution 2, which is a non-binding and advisory vote on the company's remuneration report for the year ended 30 June 2025. The Corporations Law Act requires the section of this director's report dealing with the remuneration of directors and key management personnel of the company to be put to an advisory vote of shareholders. The remuneration report dealing with the company's approach to remuneration is contained within our 2025 annual report, which is available on our website. The resolution is set out on the slide. I'll now address any questions relating to this item of business. Do we have any questions? Steven?
Thank you. Hopefully, last one for me. So noted some changes to the plan for FY2026. In general, we're very supportive of the REM plan, but a couple of things stood out. First of all, on the positive side, I think you increased the weighting towards earnings per share growth in the LTI. So we like that, that there's an increased focus on growth before executives are receiving LTI. Maybe a little more on the downside with the changes to STI and an increased percentage being paid out in cash rather than shares. Obviously, Mike's got lots of skin in the game, which is great. But could you maybe just comment on the thinking there around the change to put more of the STI up as cash rather than shares for the rest of the management?
Sure. Would you like to take the share and share of our REM committee, or shall I?
Thanks, Sue. I'm happy to.
That's fine. We did quite a bit of work in terms of benchmarking where we were in the ASX 300, what other companies were doing in terms of STI and LTI. We also had some detailed discussions with management in terms of looking at the split. The STI change is really in recognition of the fact there have been very little increases in terms of fixed REM over the last three years. We thought it was appropriate in terms of still retaining that 33% for rights, but actually paying the other in cash. The rights do accumulate in terms of the mandatory shareholding as well and are accumulated until the K&P get to the required level of shares as well.
It's really very much part of our maturity as a business. We had used one remuneration consultant for quite some time. We went to tender. We chose another recruitment advisor who was very well respected in the market. That was one of their recommendations. After consultation, that's where we landed. All right. If there's no further questions, the results of the proxy, the results of proxies received are now being displayed. Thank you. Please mark your selection for, against, or abstain for Resolution 2 on the voting card. Resolution 3, the issue of STI director rights to Mike Veverka. The resolution is set out on the slide. The details and background to this resolution are set out in the explanatory memorandum. I'll now address any questions relating to this item of business. Do we have any questions? There's no questions.
I'll now put the Resolution 3 to the meeting. The results of the proxies are now being displayed. Thank you. On your selection, would you please mark for, against, or abstain to Resolution 3 on your voting card? Resolution 4 is the issue of LTI options to Mike Veverka. The resolution is set out on the slide. The details and background of this resolution are set out in the explanatory memorandum. I'll now address any questions relating to this item of business. Yes, sir.
Thank you. Why don't you have the exercise price on that slide? Because the options, option will be converted into shares. To me, it's a difference if the exercise price is $10 or $5. I think it should appear there. Otherwise, and also the expiry date.
Because they won't be set till after the AGM. They haven't been set yet. Is that the correct answer? Jatin, do you want to take this one? Oh, Mike Veverka.
The explanatory notice. It is a 30% premium to the 10-day V1 plus results, but I think it is around AUD 15.86, but I can confirm. Thank you.
Yeah. So we can refer that to in the end. Okay. Thanks, Jatin. Any further questions? The results of the proxies are now being displayed. Please mark for your selection for, against, or abstain in Resolution 4 on the voting card. Resolution 5 is the renewal of proportional takeover provisions. The resolution is set out on the slide. The details and background are set out in our explanatory memorandum. I'll now address any questions relating to this item of business. It's very much a rolling renewal of something we seek from shareholders every year. If there's no questions, I'll put Resolution 5 to the meeting. The results of the proxies received are now being displayed. Would you please mark for, against, or abstain for Resolution 5 on your voting card?
Excuse me, Sue. Sorry. I'll just confirm. It's AUD 15.46.
AUD 15.46 is the option price. Thanks, Jatin. That concludes the formal part of the meeting. Before I close the meeting, are there any other questions or comments about the management of the company that any shareholders would like to ask? Yes, sir.
Why have we had a big roller coaster movement in share price? After the first acquisition, shares went all the way up, stayed there, and then after that, we had eight negative sessions with acquisition of the American entity. Now, I thought they were similar type of acquisitions. I thought, if they liked the first one, why wouldn't I like the second one?
We wondered that too.
I know. Is there any technical reason for it, how the market perceived it?
We were quite disappointed as well, as you can imagine. The timing was difficult for us because these had been in due diligence for quite some time. It just worked out that the U.K. went first and the U.S. went second. We did not have any control over the timing of the announcements. To us, they were both very strategically aligned acquisitions that make total sense, as Mike set out. We have had some feedback from investors as to why the market has not liked it as much as we would have liked. Do you want to elaborate on that a little, Mike?
Yeah. Look, I'm with you, Alfonso. I feel the pain as well. You do not really know why. It is probably a bit more market education that we have to do. We are doubling up on explaining what these acquisitions are all about to the market. I get it in terms of there has not been an acquisition for a long period of time. Suddenly, we come out with not one but two big ones. It is maybe a lot. Like Sue said, we did not try to do it like that. It just worked out that way. We are just really trying to have to just educate the market as to how it works. They obviously like the U.K. Maybe there are a few questions about the U.S. In my mind, there is probably more potential in the U.S.
There's more. There's more upside.
Jatin and I, in particular, have to just go and see a lot of shareholders and just really get a lot more information out there. Obviously, the proof will be in the pudding. If we can get those companies to perform really well, then you'll see two months' worth of results come the half-year results in there. Yeah, we just have to prove the market wrong.
Yeah. One thing I noticed is that you had a large shareholder coming in, which was a pension fund that had to file the declaration about 5%. A few days later, it came off because it dropped below 5%. Then Macquarie Bank came in again with 5%. I thought, are these things related? Because 5% is just a threshold. If you're 4.99%, you don't have to make a declaration like 5.01%. You have to. Are these transactions related to each other?
I don't think they're related. I mean, it's what shareholders can do. I think there's also some timing in there. I think a lot of these transactions, especially in the first one, were done before the first announcement came out. There was maybe some timing differences there. Yeah, look, we're not always privy to what the shareholders do, so.
Thank you.
Can I just confirm, though, that the Board is laser-focused on execution risk? We get a weekly report on the integration plan for both the U.K. and the U.S., and we respond with questions, and we are oversighting it. It is not set and forget. It is settled because we know come half-yearly results, we want to be able to demonstrate. We have had really good follow-through, and some numbers are coming through. We take it very seriously. Any?
Yes. Hold on. I've been with this company since its inception. I've always been against people displaying the result and asking people to vote. That's one. Why do we do that? I wish our federal and state elections were like that.
I wish we could vote online for them.
Before you go to the booth.
Yeah. Yeah. Sir, it's just the way that AGM rules and protocol work that obviously we get the proxy results in early, but good AGM practice is you take a poll on the day as well, and the numbers feed through.
Now, this is a more technical question. Is there any reason with the technology that's available now, is there any reason why when you have a resolution, you have to display the numbers? Because I think with the registry company and your presentation, there's no need for you to know what the results are.
There's another train of thought, sir, that says it's actually good transparency to report what the proxy advise.
Yeah. It's best practice, but it's not. I think Mike might agree with me. We have the technology where we can interface with the registry company. After people voted, you can display it. Would you agree with me?
Yeah. Look, it's a multifaceted type of thing. They make the rules. We follow it type of thing. Technologically, it's possible, but a lot of thought goes into the governance practices. We try to follow it to the best of our ability. It's not for us to really decide.
We should try to improve transparency. Fair enough, in the past, we did not have the technology, and you needed to create a preparation for a presentation. There is no longer any need for it.
Yeah. Point taken.
Point well made. Any further questions? There's no further questions. That ends the formal part of our AGM today. A member of ComputerShare will now come around and collect your voting card. I will declare that the poll is now—well, when they're collected. Hang on. Have you all voted? Thank you. I now declare the poll is closed. As I indicated earlier, the results of the meeting will be announced at the ASX Company Announcements platform and will be available on our website as soon as possible after this meeting. Thank you very much for all joining us today. We look forward to your continued support in the coming year. I now declare the meeting closed. Thank you.