Good morning, ladies and gentlemen, and welcome to the 2022 AGM of Jumbo Interactive Limited. I'm Susan Forrester, the Chair of the board, and I'd like to thank you all for attending our hybrid AGM today, where we have shareholders joining us here physically at our offices in Toowong and also online on the Computershare meeting platform. I'd like to begin by acknowledging the Jagera and Turrbal peoples and pay my respect to their elders past, present, and emerging. I'd like to also extend my respect to any Aboriginal or Torres Strait Islander people who are joining us for the presentation today. It's now 11:00 A.M. here in Brisbane, the nominated time for the meeting, and I've been advised by the company secretary that a quorum is present, so I am happy to declare the meeting open. Let me just make some introductions.
Joining me for this AGM today are Sharon Christensen, Non-Executive Director, Giovanni Rizzo, Non-Executive Director, Mike Veverka, Director and Chief Executive Officer, David Todd, our Chief Financial Officer, Jatin Khosla, Head of Investor Relations, lurking down the back there, and Graham Blackett, our Company Secretary. Tim Kendall, a representative from our auditor, BDO, will also be attending the meeting via our online platform and will be available to answer any questions from shareholders. Giovanni Rizzo, as Chair of our Audit and Risk Management Committee, and Sharon Christensen, as Chair of our People and Culture Committee, will also be available to answer any questions. Ladies and gentlemen, at this point, I will ask Graham Blackett, our Company Secretary, to explain the arrangements for asking questions and voting on formal items of business today.
Thank you, Chair, and good morning, everyone. I will firstly deal with how you can ask questions at today's meeting. If you're attending the meeting physically here in the room, at the appropriate time when questions are called, please raise your hand and a microphone will be brought to you to speak. It is important that you do use the microphone so that those attending online can hear your question. If you are registered on the online platform as a shareholder or proxy holder, you can also ask questions at this meeting. There are two ways by which questions can be asked, either by typing a question into the platform or by asking your question verbally. Online attendees can submit written questions at any time.
To ask a question, select the Q&A icon in the meeting platform and select the topic your question relates to. Type your question into the text box at the bottom of the screen. Once you have finished typing, please click on send. Please note that, while those of you attending online can submit questions from now on, they will not be addressed until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together. For those shareholders attending online who wish to ask a verbal question, an audio questions facility is available during this meeting. To use this service, follow the instructions in the online meeting platform. You will listen to the meeting on this page while waiting to ask your question.
We ask that you keep your questions short and to the point so that as many shareholders as possible have the chance to ask a question. All online questions in writing will go through me, to me as the moderator for the meeting. I will identify each person who asks a question, read out the question, and will then pass the question on to our chair who will either answer the question or pass it to the most appropriate person to respond. Where there are verbal questions, the telephone moderator will introduce the shareholder who can then ask their question. We reserve the right to rule out questions that do not relate to the business of the meeting. We will not answer questions that are the same or substantially similar to questions that have already been answered.
Otherwise, we will endeavor to answer as many of the questions asked as we can. In terms of order for each item, questions will first be taken from the room, then online written questions will be addressed, followed by any verbal online questions. I will now move to how you can vote at today's meeting. All resolutions will be considered at this meeting will be determined by a poll. Shareholders were given the opportunity to appoint a proxy to vote on their behalf at this meeting. As set out in the notice of meeting, our chair will vote all directed proxies in accordance with the directions provided by the shareholders and will vote all undirected proxies in favor of all resolutions. Voting will shortly open for all resolutions. At that time, if you are attending online and if you are eligible to vote at the meeting, select the Vote icon.
All resolutions will be activated and voting options will appear on your screen. To cast your vote, simply select one of the voting directions, for, against, or abstain. A tick will appear to confirm receipt of your vote. To change your vote, select Click here to change your vote and select a different voting direction to override your original vote. If you are present in the room here and you are eligible to vote, you would have received a blue voting card upon registration. Please fill this out and it will be collected from you by a Computershare representative at the end of the meeting. I will now hand back to the chair.
Thanks very much, Graham. Of course, it's Murphy's Law, and for those who are on the phone or online, we actually have some construction workers working straight outside where we're holding the AGM. If you happen to hear some grinding, sawing noises, that is an external factor. If necessary, I will hold it up for a couple of moments just until we can actually hear each other speak and think, but I do apologize for that interruption. I'd like to start with my chair's address, please. Last year, we held our AGM virtually as we continued to navigate the uncertainty from COVID-19, including lockdowns and border closures, unprecedented government stimulus, historically low interest rates, and benign inflation. Fast-forward to today, and while we continue to managing the lingering effects of COVID-19, the macro environment has shifted dramatically.
Inflation has emerged as the global key issue, with central banks raising interest rates quickly. Equity market valuations, particularly for technology companies and long-duration assets, have been adversely affected, and we see the war for talent intensify among an extremely tight labor market. Among this backdrop, Jumbo continues to execute on its strategy with another record result for lottery retailing and positive momentum for our software as a service and Managed Services segment. We held our first Investor Day in June this year, where we showcased our talented executive leadership team and our best-in-class lottery platform, and also provided an update on our growth strategy and key priorities. We have a clear strategy and operating model designed to deliver sustainable growth over the long term. Despite the uncertain operating environment, Jumbo performed strongly in FY 2022, delivering double-digit growth in ticket sales, revenue, and earnings.
As a result, the board declared a final ordinary dividend of AUD 0.205 per share, bringing the total dividend for the financial year to AUD 0.425 per share, fully franked. With international borders now open, I had the pleasure of attending the World Lottery Summit in Vancouver last month, along with Mike and members of our senior executive team. While I was on a very steep learning curve, participating in the summit provided access to all the major operators in the lottery sector and, in fact, brought a lot of my learning to life. The experience also demonstrated to me the huge level of international respect Jumbo has earned in the sector for its best-in-class software and leadership team and the strong relationships we have with the industry, including the Lottery Corporation.
I came away from the conference buoyed by the many opportunities on the horizon for digital lotteries and partnerships in Canada and the U.S. As you know, I came on the board in September 2020 with a mandate to support our international expansion by strengthening our governance foundations and frameworks. Jumbo operates in a heavily regulated industry, and we have closely followed recent inquiries into the casino sector to understand what went wrong and why. While Jumbo operates in a very different part of the market, we have considered how these governance lessons apply to our company and realigned responsibilities for corporate compliance within the group and enhanced both legal and internal audit resourcing as we broaden our operations internationally. Your board went through a period of renewal a few years ago with the appointments of Giovanni Rizzo and Sharon Christensen, and my appointment in 2020.
You'll note that Giovanni is seeking re-election. Giovanni will address you shortly when we reach the resolution for his election, and the board recommends you vote in favor of this. The board conducts annual reviews of its own performance and reviews its skill set regularly. The review findings are that we do work cohesively and respectfully with management while providing sufficient challenge and keeping them firmly accountable for optimal performance. Today, we are also seeking shareholder approval to increase the maximum aggregate annual amount available to be paid to non-executive directors of the company. This proposed increase is to ensure the fee pool can accommodate an additional non-executive director being appointed as the business expands and to ensure that remuneration arrangements to attract and retain high-caliber individuals remains competitive. Jumbo prides itself on our cutting-edge technology and player-centric user experience, made possible by our most valuable asset, our people.
We have a diverse and talented workforce with a shared passion for technology and innovation. Over the last two decades, we have fostered a unique and high-performing culture where Jumbo remains a sought-after employer for technology and marketing talent. This has positioned us better than some of our peers for the recent disruption to the labor market, where strong demand for talent resulted in heightened competition for candidates and the great resignation had many employees rethinking their careers. While employee engagement remained above external benchmarks throughout the period, Jumbo was not immune to this disruption, which led to elevated staff turnover and record high wage inflation to attract and retain talented staff. People and culture sits at the heart of our mission and strategy.
We've undertaken a comprehensive program of work to refresh our employee value proposition, showcasing our business as a leading technology and growth company with a strong focus on sustainability, employee wellbeing, career development, and purpose-driven work practices. Now, she's not in the room, which is a shame, but I would also like to take this opportunity for me to welcome Abby Perry to the executive leadership team as our first Chief People Officer. Abby has played a key role in driving the key elements of our people strategy, and her promotion will ensure people and culture remains a critical focus, particularly as we integrate our recent acquisitions. On sustainability, as a board, we believe it is our role to take a long-term view of environmental, social, and governance topics that affect our business and communities in which we operate.
We are very pleased to release our first sustainability report this year, outlining our commitment to being a socially responsible and sustainable business that delivers value for all of our shareholders. The report was prepared under the stewardship of our sustainability council, which comprises the heads of investor relations, risk, people, sales, and marketing, and the board commends their first year's effort as an authentic and practical sustainability report, which we will build on in coming years. As would be the case for nearly all businesses in the current environment, data protection, privacy, cyber risk, and security represent some of the most material risks for Jumbo. The board and executive leadership team work hard to keep up to date with emerging data security regulation and best practice trends to maintain the integrity of our service offering and the privacy of our customer database.
We increased our training for board and executives on cyber matters and include this as an active discussion area on each agenda of our board meetings. While our best-in-class lottery software and digital marketing expertise has resulted in strong active player and ticket sales growth, our priority is always the welfare of our players, and we remain committed to leveraging technology to delivering a best practice responsible play experience. Earlier this year, Jumbo was certified as a great place to work in Australia, and we became a signatory to HESTA's 40:40 Vision aimed at achieving gender balance in executive leadership across ASX 300 companies. We've also undertaken our first carbon baseline for our Australian operations, and by the end of this financial year, we will be targeting carbon neutral emissions and Climate Active certification for our Australian operations.
We've made a serious and ongoing commitment to sustainability through the setting of medium-term targets, and from FY 2023, sustainability metrics will also form part of the executive team's short-term incentive program. On the topic of remuneration, the people and culture committee engaged an independent remuneration consultant to ensure that our executive remuneration framework continues to attract and retain talent, aligns with Jumbo's strategy, fosters culture and behaviors that support growth, and drives long-term value for our shareholders. As a result of this review, our remuneration framework will be modified in FY 2023 to align with market practice. The most notable change relates to long-term incentive structure, whereby the cliff vesting share price hurdle, widely criticized by proxy advisors, will be replaced by a total, sorry, a relative total shareholder return, TSR, and an earnings per share measure.
I would like to thank my fellow board members for their counsel and support during the year, and I'd also like to thank Mike Veverka and the entire Jumbo team for their adaptability through a changing work environment, their dedication, energy, and enthusiasm. I'd also like to take this opportunity to formally welcome the teams from Stride in Canada and StarVale in the UK to Jumbo. When in North America for the World Lottery Summit, we also took the opportunity to travel to the Stride office to meet their team and better understand their operations and opportunities. It was evident from walking through the front door that we have a shared and healthy Jumbo culture there, and I look forward to working with their team as we engage further as part of the Jumbo family.
As a board, we remain focused on providing sound governance and diligent stewardship of the company's strategy and culture. We continue to encourage management to invest in our technology, people, international growth opportunities, and sustainability, which will be critical to delivering long-term value to shareholders. I will now hand over to Mike to present a more detailed review of the company's performance. Thank you, and I look forward to taking your questions later in the meeting.
Thank you, Sue, and good morning, everyone. Welcome to the 2022 Jumbo Interactive annual general meeting, my 24th meeting as CEO and founder. Jumbo started off as a software company that found its niche in lotteries. Our mission is to make lotteries easier. It's the reason why we exist, to make it easier for our clients and easier for our players and remove the complexity involved in running a lottery. We wanna be the number one choice in digital lottery and services globally. With the acquisition of StarVale now complete, we have an active player base of approximately four million players and 265 staff operating across 18 cities and three continents. We've certainly come a long way. FY 2022 added another year of strong revenue, earnings, and cash flow performance to our track record of delivering for shareholders.
It was another record year for lottery retailing, supported by good jackpots and increasing digital penetration for lotteries. All our software as a service clients are enjoying the benefits of being on the Powered by Jumbo platform, and we operationalized our first UK SaaS client. We continue to build our global player base with the acquisition of Stride in Canada and StarVale in the UK, adding approximately 1.6 million active players in aggregate. We have also significantly invested in the business, both in our people and our platform, and established strong foundations and capabilities continue to drive growth. At our FY 2022 results in August, and as part of our proactive approach to capital management, we announced an on-market share buyback of up to AUD 25 million. This was in addition to a record AUD 0.425 per share fully franked dividend.
Our balance sheet, cash conversion, free cash flow remains strong. At June 30, 2022, we maintained a healthy cash position with approximately AUD 60 million. Together with our new debt facility, this provides capacity for further strategic growth. Jumbo has cultivated strong relationships within the lottery industry over the last two decades. As Sue mentioned earlier, last month, we attended the World Lottery Summit in Vancouver. This was my fifth summit in 10 years, and it was great to connect with all the key industry players in person after a COVID hiatus. I also had the privilege of presenting on the effects of COVID on the lottery industry and the positive outlook for digital lotteries. Jumbo certainly remains at the forefront of innovation in digital lotteries.
While we believe our core platform is best in class, we complement this with the latest technology and integrations to drive an unrivaled player experience and optimize our player acquisition, engagement, and retention. Our use of machine learning-powered recommendations has led to a threefold increase in recommended products purchased. Our nurture program leverages first-party data and behavioral analytics to personalize the player experience and create unique customer journeys. We are constantly running experiments on-site and in-app on different experiences to measure the uplift in key metrics. This empowers us to iterate quickly and approach increments across key player journeys that would otherwise be risky to manage changes to. All very advanced. After the World Lottery Summit, I, along with some of the Jumbo team and our key clients, traveled to Calgary to meet the Stride team.
This was my first time seeing Stride's operation in person since we announced the acquisition in August 2021, and I've been very impressed with the caliber of the team, the culture, and the strong relationships developed with clients and industry knowledge. Stride has a significant opportunity to expand into other Canadian provinces, such as Ontario and British Columbia, and we'll be working through the regulatory approval process to get licensed in these provinces. I was very pleased to complete the acquisition of StarVale last week, which admittedly took longer than anticipated. Despite the delay, we have been working on in parallel to develop plans to successfully integrate and grow this business. The large jackpot environment for the Q1.
The large jackpot environment for the Q1 of FY23 was relatively subdued and reflects one of the lowest average values per jackpot quarters in just over three years. In Q1 FY23, there were only eight large jackpots with an aggregate value of AUD 200 million, equivalent to an average value per jackpot of just AUD 25 million. This is not unique, with aggregate values of less than AUD 200 million over the past three years in Q2 FY 2021 and Q4 FY 220. It's not a standalone event. Pleasingly, we saw a strong recovery in October with five large jackpots, an aggregate value of AUD 390 million just in one month, including a AUD 100 million and a AUD 160 million dollar Powerball, which is equivalent to an average value per jackpot of AUD 78 million.
Of course, in October, we saw a significant improvement in sales with the AUD 100 million and AUD 160 million-dollar Powerball. Specifically, on the AUD 160 million-dollar Powerball, we were very pleased with the platform's performance on draw day with 100% uptime, approximately 60,000 new player sign-ups, and a record and a number of records broken in terms of sign-ups, checkouts, and tickets sold per second. Our fastest ticket was sold in just under 58 milliseconds. This performance is a testament to the work we have done in building a best-in-class lottery platform and will continue to get even better and faster going forward. In terms of sales, the AUD 160 million Powerball is now our best draw to date, with sales exceeding the AUD 120 million Powerball in February 2022 by more than 10%.
This was a welcome boost with lottery retailing TTV and revenue as at the end of October, now approximately 11%, 10% ahead of PCP respectively. We note the proposed price increase to Powerball, and we'll be considering our options around pricing in due course. Today, we have also provided the SaaS and managed services TTV and revenue figures for the Q1 of FY 2023. Underlying SaaS, TTV, and external revenue increased 18%, with all five SaaS clients fully operational on the platform. Pleasingly, Lotterywest TTV grew modestly despite the unfavorable jackpot environment. The Q1 FY 2023 managed services figures reflect contributions from Gatherwell in the UK and, for the first time, Stride in Canada. On a constant currency basis, Gatherwell TTV declined 7%. While the pipeline remains healthy, Q1 FY 2023 was impacted by delays in onboarding of new clients.
Despite the TTV reduction, revenue increased 12% due to management-led shift towards programs with higher management fees. Turning now to our FY 2023 outlook. We continue to target a group EBITDA margin in the range of 48%-50%, excluding Stride and StarVale. Stride, our Canadian subsidiary, continues to perform well and in line with our expectations. With the first full earn-out milestone achieved last month. We also announced the completion of StarVale last week, which will add significantly more scale to our operations in the UK. StarVale will make an eight-month contribution to the FY 2023 group earnings. It's important to note that both acquisitions will result in a significant increase in the amortization of acquired intangibles charge in our profit and loss in FY 2023.
We're awaiting the independent expert's report following the completion of StarVale, but note this change, along with the impact of Stride, will be reflected in our first half of 2023 accounts. As a result, and to aid in the understanding of our underlying performance, we'll introduce a net profit after tax before amortization of acquired intangibles, commonly known as NPATA, measure for FY 2023. Before I conclude my presentation, I'd like to take this opportunity to thank our staff for their hard work and commitment, and how, as a team, we've adapted to the changing work environment, including multiple cities, time zones, and remote working. Our platform teams continue to work at over 90% capacity. 20% of our new hires in FY 2022 were fully remote workers.
Employee engagement levels are back up to FY 2021 levels, and we have significantly dialed up our focus on sustainability, prioritizing diversity, equity, inclusion, employee well-being, and career development. Finally, I'd also like to thank you, our shareholders, for your ongoing support as we continue to grow the business and aspire to be the number one choice in digital lotteries and services globally. Thank you for that. I'm gonna hand back over to Sue.
Thanks very much, Mike. At this point, we'd like to provide shareholders with the opportunity to ask Mike any questions in relation to his presentation or as regards to the performance of the company more generally. Do we have any questions from the room? If so, please raise your hand and we will arrange a microphone to be brought to you. Nikki, there's a gentleman in the front row.
Yes. I was looking at the change in payout to shareholders. You moved from 85% of NPATA to a bracket of 65%-85%. Does that mean the shareholders will expect to get lower dividends in the future, or is this bracket just a bracket to provide flexibility, but the philosophy remains to be as close as possible to 85%?
Yeah. It's just a, as you said, a bracket to provide flexibility. We haven't gone to 65%. We just wanted to allow for the flexibility so that if an opportunity came about for another acquisition and we needed the cash for that, we were prioritizing for the acquisition. To date, we've kept everything at 85%, and that's certainly the intention. If the opportunity arise to buy a business and it required some more cash or whatever the situation may be, we just wanted to flag to shareholders that we may go down to 65%, but no further than that. It's just to wait and see, but we'll at least.
As everything's going in the right direction, you know, and if we hold at 85%, then you should continue to see increasing dividends. I was just about to provide flexibility.
Do we have any more questions from the floor? Yes, sir.
John Johnston. Mike, this is my perennial. When will we Queenslanders be able to access Jumbo?
Oh, that depends on the state government. Look, obviously it's not a huge priority for us because it's just becoming a complicated issue, and with so many opportunities internationally, you know, it's just not worth banging your head against a brick wall in Queensland. It may happen in the future and, you know, it's just one of those annoyances. You know, with so much happening in Canada and the UK and the rest of Australia and Western Australia in particular, you know, that keeps us more than busy. Yeah, it's a political thing, and as you know, with politics, you've got to kind of generate a lot of patience.
Thank you.
Any more questions from the floor? Just microphone's coming.
Thank you. Now, you decided for an AUD 25 million buyback on the share market. Now, you're mentioning that more opportunities may come up. Why don't you retain that money for your possible flexibility? Also, the other thing is that you've got labor costs going up because of the way the world functions. It's nothing to do with anything with Jumbo or anybody. Just going up because you're more competitive. You want to retain your team because your team is the essence of Jumbo. Without them, there'd be nothing. Why did you go and what you did, how is it actually regulated? Can your broker step in at will?
Are there any instructions when do you not put in a floor? I've not seen it. I've just seen the press releases.
Yeah. The share buyback really depends on a number of factors. To date, we've done approximately AUD 2 million of that. It's only up to AUD 25 million, with certainly no requirement that we go up to them. Yeah, you're right, there are other needs for cash besides that. It's a part of a discussion that we have almost on a daily basis with our brokers about what we do, whether we do or we don't. We're certainly under no obligation to go up to the AUD 25 million. If a factor comes in where we need the cash for something else, then we prioritize it for that.
Because we are quite cash rich, and the market turned quite dramatically earlier in the year, it made sense to at least announce that and to at least get started on it. Like I said, it's just something that we discuss even on a daily basis, whether we do or we don't. As you've seen from our filings, some days we do, some days we don't. Point taken, there are other needs for cash, acquisitions and things like that, and we take that into account.
Thank you.
Nikki? Sorry, there's a gentleman.
Congratulations on a great year, and we're looking forward to more. I'm really looking at the message that was in the annual report from you, Mike, which said, "Active players are a key metric for us, our North Star. The more active players we have on our platform, the more we can grow." Now, while I understand the numerics of that equation, I would have thought the dollar per active player was a more relevant number because that grows the top line and probably the bottom line as well, rather than the pure active players, which can be a little bit of a chase the tail kind of exercise. I just-
Yeah.
Would like some feedback.
Of course. Look, there are many more metrics that we use, cost per player acquisition, average spend, that come into the equation as well. We need something to at least guide ourselves, and the number of active players is it. You know, we really don't get that many players who come in active and then really don't do much. They're active or they're not. What I meant by that statement is that when we look at these acquisitions internationally, like Gatherwell and StarVale and Stride, first thing we look at is how many active players that they have. Because once a player is active, then we can do our magic on the players. You know, they're using our software, they're using our.
Our team gets behind them, and we basically, you know, give them more reason to stay with us. Until they're active, we can't do that. One of the big drivers with acquiring these businesses, you know, they bring in another 600,000-700,000 active players. To us, that's very important, more than anything else, so that we can then, you know, deploy our software, bring our team into the picture, and really sort of show them why Jumbo is different. Yes, there's more to it than just the number of active players. I think over the 20-year history, I think we've shown that, we're very careful with our KPIs and how we spend our money, that we're always very wise about it.
The fact that it takes, you know, like in Australia, only five months to get our money back on our advertising is probably one of the best in the industry. Demonstrates that we've got quite a tight grip on our marketing expenses, which is, you know, one area that things can get away from you very quickly, certainly with other businesses. Yeah, it is the North Star. There are other KPIs that we look at very closely. You know, at the end of the day, that's how we deliver our KPIs and why some of these partners sort of are envious of the results that we can get and why they wanna come and work with us.
You upsell?
Yes, absolutely. That's what the nurture program's all about. You know, we get a. You know, when we get these big jackpots, like AUD 160 million come in, we get a flood of new players come in. We had almost 60,000 come in just in the last month alone. Then we go into the activation. You know, we really want those players to keep on playing. We don't necessarily want them to spend large amounts of money in one hit, but we do want them to become regular players. That's where our software and our teams are very good at, you know, giving them every reason to do that.
Any further questions from the floor? Just a couple more. There's a fellow behind you, sir. We'll come back to you.
I just wanted to ask a general question. You appear to be very much focused on growth and international expansion, and that's all very well. As a very small shareholder, the more important thing to me is my returns. Why are you focusing on getting bigger but not necessarily better for the shareholder, better for the board and better for the executives? I know in pay and returns, but how are you rewarding the shareholders?
Yeah. Rewarding shareholders is very key. The only way we can do that in the long term is by growing outside of Australia. If we just stayed as a as an Australian-only business, you know, it introduces a lot of risks. You know, we take all our money from just one area. You know, we kind of like have all our eggs in one basket. You know, long-term thinking that that could be quite a risk for shareholders. You know, going international is not easy. There's a lot more jurisdictions, laws to think about. You know, we don't do it just for the heck of it. We do it because there's growth opportunities.
I keep on coming back to this, one important stat that if you look at the global lottery industry, the percentage of lottery tickets that are sold online is still probably only around about 9%-10%. Very low. Here in Australia, we're at 38%-39%. We're lucky to be in a country where, we're quite advanced, and we can take our advanced knowledge internationally. Most of the world out there is not yet on the Internet. If I really want to plot a course for Jumbo over the next 20, 30 years for sustained growth, we really have to look internationally.
Rather than rush at it like a bull at a gate and buy everything in sight, I think we've taken a very measured approach, learned things along the way, and every time we learn things, we improve it, we evolve. We've put in teams so that we can manage these businesses at different regions, different time zones, you know. Yes, it's not easy, but if we do wanna get this long-term growth, it's very much what we have to do.
I think there's one more question.
Here in Queensland, we cannot have the Jumbo experience of buying tickets. Now, what does it consist of? The other question is that whenever you watch television, this thing about gamble responsibly comes up because of Andrew Wilkie, that we got elected. Now, how do you make it so that it's a pleasant experience, but you're not actually encouraging gambling, which obviously we're gonna go against the mandate of, the past government or this government, because the ads still appear for these, like Ladbrokes and all these companies. You know, so look, if it's too comfortable, we do not have everybody gambling more.
Yeah. Look, first of all, you can get the Jumbo experience here in Queensland. You can buy charity tickets from the app. It's just the national games that you can't buy for various reasons. Your point's a good one in that, in the lottery side of the industry, you know, if you've got casinos over on this end, you've got sports betting in the center, that's very risky. Lotteries is very much on this side, which is low risk. That's a good place to be. Yes, sometimes you can't do as much advertising as you would like because you don't want to over-encourage the people. There's certainly a defined band of acceptability into what you can advertise and what you can't.
You know, some people in the industry sort of look down on the lottery industry as a little bit sort of slow and not as exciting. I say that that's a great place to be because we never have to worry about, you know, the marketing limitations or problem gambling or anything like that. Certainly, you know, they're front of mind, but the results, we don't have the issues, and we don't capture the headlines like some of our brethren in the other parts of the industry have to deal with. That is a good thing. It all comes down to the lottery industry taking a, you know, a medium and a long-term view on things. You know, sometimes you can't get the sales you want right now, but over the longer term, you can.
I guess there is no perception there is a problem, a gambling problem within the lottery industry.
Exactly. Lotteries are well known in Australia and around the world as very low levels of problem gambling because of the nature of the game, because of the regulations in place. As I travel around the world and I visit other countries, it's the same sort of thing. It's all about, you know, maintaining that there is no player harm, but yet allowing the industry to grow at a slower rate but a much more sustained rate. I mean, most people, when they look at our graphs and they see that graph just ticking up each time year after year, they're very envious of that. We don't have the big ups and downs. We have a few little ones, but, you know, that's just specific to lotteries and, you know, in my view, that's a great place to be.
Thank you.
All right. Look, I might ask if we have any written questions from our online attendees.
No written questions, Chair.
All right. Thanks, Graham. Do we have any questions via the telephone?
None. There are no telephone questions at this time.
Thank you. Shareholders are going to be asked to consider seven resolutions set out in the notice of meeting dated October 10th, 2022. The poll for each resolution is now open and will close at the end of the meeting. For each proposed resolution, I will introduce the resolution. There will be an opportunity for shareholders to ask questions on the resolution through our online platform in line with the process that Graham has previously described. Those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll, and the results of the poll will be released on the ASX Company Announcements platform and made available on our website as soon as possible after the close of the meeting.
The first item for formal business is to receive and consider the company's financial statements and reports for the financial year ended June 30, 2022, as set out in our 2022 annual report. The 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 might also ask questions of the company's auditor, BDO, in relation to the conduct of the audit, the preparation and content of their audit report, accounting policies adopted by the company, and the independence of the auditor carrying out the audit. I will now address any questions in relation to this item of business or any general business questions. Do we have any questions from the room? Yes, John.
My question relates to insurance. I take it that we do have data insurance?
I can handle that question if you like, Mike. It was actually a topic on the agenda of our board meeting this morning held before the AGM, and the CFO provided us an update in relation to our cyber insurance. You can imagine it's a very hot topic for all boards. Yes, we do, and we are reviewing the nature of it, the extent of it, and other practices around that.
Congratulations and thank you.
It's only gonna get more expensive, is the downside of that review. Any other questions from the floor in relation to this item? All right. Do we have any questions?
We do, Chair. I've got a number of questions. First is from the Australian Shareholders' Association. They ask the question, "In the future, would it be possible to publish a matrix showing the skills for each board member?
I'm happy to take that question. As part of our overall governance framework, we do an annual skills review of all of our directors, including any gaps that we identify, and then we move on for training and development. It's not a requirement to publish the actual matrix, but instead to give a commentary around where we believe our skills lie. We'll take the question and consider that in future.
Thanks, Chair. We have another question from the Australian Shareholders' Association. This question is, "What was the rationale for changing from a target percentage to a target range?
In relation to?
The dividends, I think.
Oh, the dividend range? You have me to answer that question?
Yeah.
I think Mike's already answered it to some extent. Look, certainly when I joined the board, we didn't necessarily have a fixed dividend policy. Obviously, we did pay out dividends at a very high level. We just felt that with our international growth strategy, we may have required allocation of capital outside, you know, within that dividend range. We then did a review of. We benchmarked other companies in relation to the way they approach dividends and came up with the 65%-85%. The rationale, as Mike said, is to give us flexibility in relation to our forward expenses with our international expansion policy.
Thanks, Chair. We have another question from the Australian Shareholders' Association. May have been touched on by Mike in his previous answer, but I'll ask it anyway: "Should we expect a lower payout ratio next year?
I think Mike sufficiently covered that in his answer to the question from the floor.
Thank you, Chair. We have one other question. This question comes from Mr. Spriggs, and Mr. Spriggs asks, "Only four directors, including three non-execs, does not seem enough for a growing business. What plans are in place to increase this number?
I'm happy to cover that if you wish. As we elaborated in the resolution where we requested an increased aggregate fee, we are looking around for another non-executive director who will probably be an international with international lottery experience and M&A experience. We appreciate that three non-executive directors plus Mike is a bit skinny, and to be honest, there's actually quite a bit of heavy lifting goes on with Sharon chairing the People and Culture Committee, Giovanni chairing the Audit and Risk Committee, and myself chairing the board. There's not many meetings we don't all attend, so we appreciate there's quite a bit of heavy lifting there. To answer your question specifically, yes, we are on the lookout for another NED.
There are no further written online questions, Chair.
Thank you. Do we have any questions from our participants on the phone?
There are no phone questions at this time.
All right. Thank you. I might now move on to resolution one, 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 that the board considers that Giovanni's significant experience with over 20 years in the gaming industry and in the areas of finance and audit and corporate governance and investor relations, transactions and digital technology and innovation bring significant benefit to the board and committee discussions. I now invite Giovanni to briefly address the meeting.
Thank you, Sue, and good afternoon to everybody. Good morning, you in Brisbane. Good afternoon, Sydney and Melbourne. It gives me great pleasure to again stand for re-election as a director of this vibrant and innovative company that is Jumbo. It's an honor to serve you as a director, and I was excited about being offered this position three years ago, and I continue to be passionate about the role that Jumbo plays to make lotteries easier for all of our customers and the ambition which I know we will achieve to be the number one digital choice in digital lotteries and services in both Australia and internationally. To start with, let me give you a brief background into myself. I'm originally from South Africa, as you can tell from this terrible accent that I've got.
I'm married to a wonderful wife by the name of Francis, and I have a four-year-old daughter by the name of Sienna. I'm an avid cyclist, and I do a lot of other sports as well, although, in today's times, I don't have enough, you know, time available to do as much as I want to on those. From a professional perspective, I studied to be a chartered accountant in South Africa, and I'm currently a registered chartered accountant in Australia and New Zealand. I worked at PricewaterhouseCoopers in the early days and I specialized in gaming, when gaming was still a very fledgling industry in South Africa and really did assist PricewaterhouseCoopers in those days in terms of building their gaming portfolio. Working on casinos and other, you know, gaming operations within the country.
I then moved on to the listed environment, and I worked for a Nasdaq listed company, which operated casinos globally around the world, predominantly in Canada and the U.S. I then moved on to Tatts Group. Tatts Group was obviously the old operator of lotteries in Australia before they merged with Tabcorp. I moved to them in 2004, initially as their group financial controller in South Africa, and then as their country manager, looking after the lottery and gaming machine operations in South Africa. In 2010, I relocated to Australia with my family, initially as the group financial controller for the whole of Tatts Group.
Between 2004 and 2018, just some of the key areas that I have specialized in within Tatts Group is obviously finance, operations, strategy, and investor relations. Look, you know, all those skills I gained over those 14 years with Tatts Group has really stood me in good stead in terms of assisting Jumbo, the board, and management in terms of our growth ambitions going forward as well. I left Tatts Group in 2018 after the merger with Tabcorp. More recently, I've been in the fintech industry with a company called Tyro Payments Limited. I'm sure you've seen Tyro in the press fairly recently.
I've been running their investor relations portfolio, together with some of their activities in terms of their ASX compliance and governance, their share registry functions, as well as a role in strategic projects that Tyro undertakes. As I mentioned, this experience gained over the 20 years in gaming, lotteries, and technology has given me the required level of knowledge, skill set, and experience to represent our Jumbo shareholders on the board and to ensure that Jumbo maintains the highest level of governance as it seeks to grow and expand both domestically and internationally in a disciplined manner and constantly put shareholder interests first and front of mind in the overall running of Jumbo, and the oversight of management. With that, I say thank you again for considering me as one of your directors, and over to you, Sue.
Thank you very much, Giovanni. The directors, with Giovanni 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 from the room?
Do you have any conflict of interest between your other position and the one on the board of Jumbo?
The current position, as I mentioned, is in a fintech operation, so it's got nothing to do with gaming or gambling.
What does it do?
It's a payments company.
Oh, payments company.
Yes.
Okay.
Yes, no conflict of interest there at all.
Thank you.
Okay.
Any other questions from the floor? Graham, do we have any questions online?
We do have an online question, Chair. We have a question from the Australian Shareholders' Association, and the question is: Is the board comfortable that Mr. Rizzo will have sufficient capacity to perform his NED duties?
Thank you. I'm happy to cover this question. In relation to Giovanni's re-election, we did speak to him in relation to his current executive role, and he has given us an undertaking that he does have sufficient time to contribute to the role. As we said in the explanatory memorandum, it is a hardworking and tight board, and I have to say that Giovanni is probably, you know, one of the hardest working people around the board table in terms of his commitment, notwithstanding he has another executive role. We have both his assurance and the board's confirmation that he has capacity to do so.
There are no further online questions, Chair.
All right. I'd like to share a very small anecdote, and that is when I was being interviewed for the role of chair, Mike Veverka had a cup of coffee and interviewed me, and then Giovanni Rizzo interviewed me. I must say I was put through the wringer once or twice and certainly gave me a very good insight in relation to his passion and commitment to this company. All right.
Just a quickie.
Yes.
Does Jumbo endorse Tyro Payments for use for?
I'm sorry, sir. Could you use the microphone?
Does Jumbo endorse Tyro Payments for lotteries and other payments?
We don't actually use Tyro Payments. No.
No, that's all though, that's all.
There's no relationship in place, no. Do we have any questions, on the phone?
There are no phone questions at this time.
All right. As there are no further questions, I now put resolution-
Sorry, Chair. Sorry to interrupt. Another question has just quickly come in.
Oh, okay.
This is again from the Australian Shareholders' Association, and the question is: Noting that he still has time under the Jumbo deadline, is the board confident that Mr. Rizzo will acquire almost AUD 100,000 of shares he needs within the mandated timeframe?
Giovanni has committed to us that he will be buying a parcel of shares before the end of this calendar year, and he will comply with his obligations under the mandatory shareholding requirements within the five years of his appointment. Do we have any further questions?
No further questions.
All right. As there are no further questions, I will now put resolution one to the meeting. The results of the proxies received are now being displayed. Thank you. For those of you online, please now select either for, against, or abstain for resolution one on the voting screen. For those here in person, please mark your selection on the voting card. Resolution two, the remuneration report. We'll now move to resolution two, which is the non-binding and advisory vote on the company's remuneration report for the year ended June 30, 2022. The Corporations Act requires that the section of the directors' report dealing with remuneration of directors and key management personnel of the company be put to an advisory vote of shareholders. The remuneration report detailing the company's approach to remuneration is contained within our 2022 annual report, which is available on the company's website.
The resolution is set out on the slide, and I will now address any questions relating to this item of business. Do we have any questions from the room? If so, would you please raise your hand? All right. If we have no questions from the room, do we have any written questions from our online attendees?
Chair, no online written questions.
Thank you, Graham. Do we have any further questions on the telephone?
There are no further questions at this time.
Thank you. If there are no further questions, I put resolution two to the meeting. The results of the proxies received are now being displayed. Thank you. For those of you online, would you please select either for, against, or abstain for resolution two on the voting screen. For those here in-person, please mark your selection on the voting card. Resolution three, the issue of STI director rights to the CEO. We'll now move to this resolution, which relates to the issues of STI director rights to the CEO. The resolution is set out on the slide. The details and background to this resolution are set out in the explanatory memorandum. I will now address any questions relating to this item of business. Do we have any questions from the room? If we have no questions from the room, do we have any questions online?
We have no written questions online, Chair.
Thank you, Graham. May I ask, do we have any questions from our attendees on the telephone?
There are no phone questions at this time.
Thank you. As there are no further questions, I'll now put resolution three to the meeting. The results of the proxies received are now being displayed. Thank you. For those online, would you please select for, against, or abstain for the resolution three on the voting screen? For those here in-person, would you please mark your selection on the voting card. Let's move to resolution four in relation to the issue of LTI director rights to the CEO. The resolution is set out on the slide. Sorry, the details and background to this resolution are set out in the explanatory memorandum, and I will now address any questions relating to this item of business. Do we have any questions from the room? If we have no questions from the room, do we have any online questions, Graham?
There are no online questions, Chair.
Thank you. Do we have any questions from our telephone attendees?
There are no phone questions at this time.
Thank you. As there are no further questions, I'll now put resolution four to the meeting. The results of the proxies received are now being displayed. Thank you. For those online, would you now select either for, against, or abstain for resolution four on the voting screen? For those here in-person, please mark your selection on the voting card. Resolution five. This is in relation to the increase in the maximum aggregate of non-executive director fees. The resolution is set out on the slide. The details of and background to this resolution are set out in the explanatory memorandum. I will now address any questions relating to this item of business. Do we have any questions from the room?
Just how many directors do you intend to have since you want to increase it?
Well, obviously, I've pointed out that we will look at recruiting one more NED at the moment, but the board would review its requirements for a NED as we continue to grow. We could move to five or six.
How many? The number. Five or six.
We haven't agreed. At the moment, we are looking for another NED, and we may increase that over time, subject to the board's review in relation to our expansion plans. Do we have any further questions from the floor? Graham, do we have any questions online?
We have two questions online, but I believe they've been covered around the intention to increase the size of the board.
Yes.
Which I think you'd mentioned, particularly in relation to an overseas director. Also there was a question about the more detail on the rationale for increasing the fee pool, which you've already addressed as well.
I think we've probably sufficiently answered that. We agree that with three we're a bit skinny. We will certainly look at taking on another director, you know, over the coming horizon, and then the board will review whether we need another director after that point.
No further questions on that one, Chair.
All right. Do we have any questions from our attendees on the phone?
There are no phone questions at this time.
If there are no further questions, I'll put resolution five to the meeting. The proxies are now being displayed. Thank you. For those of you online, would you please select for, against, or abstain for resolution five on the voting screen. For those here in-person, please mark your selection on the voting card. Let's move to resolution six, which is the appointment of Ernst & Young as auditor. The resolution is set out on the slide, and the details of and background to this resolution are as set out in the explanatory memorandum.
I'm able to confirm further to the information set out in the explanatory memorandum that ASIC has provided its consent to BDO resigning as the company's auditor, and that BDO has submitted its resignation, which is to take effect following the conclusion of this meeting, subject to shareholders voting in favor of this resolution. I will now address any questions relating to this item of business. Do we have any questions from the room? Yes, sir.
Why did you decide?
There's a microphone coming.
Why did you decide?
Might I ask Giovanni, who chairs our Audit and Risk Committee, to answer that question.
Yeah. Thanks very much for the question. What we decided to do is, given we've been with BDO for numerous years, we decided to go out with, for tender, just given how Jumbo has been growing over the recent past. We went out to tender, looked at the skills and the capacity of what a new auditor could do for us internationally. Following that, those proposals that we received, we decided to move across to Ernst & Young. There was no reason for no longer continue with BDO. It was just that Ernst & Young could provide us with better international services.
Any further questions from the floor? Do we have any further questions from our online participants?
We did have one question from the Australian Shareholders' Association chair, but I believe that Giovanni has addressed that. That was in relation to the rationale for the change, but I believe that Giovanni has addressed that.
Thank you, Graham. Do we have any questions from our telephone attendees?
There are no phone questions at this time.
All right. As there are no further questions, I'll now put resolution six to the meeting. The results of the proxies received are now being displayed. Thank you. For those of you online, please now select either for, against, or abstain for resolution six on the voting screen. For those of you here in person, please mark your selection on the voting card. Resolution seven, the renewal of proportional takeover provisions. The resolution is as set out on the slide, and the details and background in relation to this resolution are set out in the explanatory memorandum. I'll now entertain any questions in relation to this item of business. Yes, sir.
Would it be easier just to remove it from the constitution so you don't have it at all? Just going through a process that is really not required, especially for small shareholders.
We certainly could look at doing that, but that would require a constitutional change, so something.
Exactly, yeah. Quite administrative.
That's right. It's very administrative, I agree.
On top of that, you've got to go to all the shareholders if something happens.
In any event.
Even more administration, even more cost.
We'll take your feedback on notice for discussion. Do we have any questions online?
There are no questions online, Chair.
All right. Any questions from the phone?
There are no phone questions at this time.
All right. Thank you. As there are no further questions, I'll put resolution seven to the meeting. The results of the proxies received are now being displayed. Thank you. For those of you online, would you please select for, against, or abstain for resolution seven? For those in person, please mark your selection on the voting card. That ends the formal part of the AGM, and I now declare the meeting closed, and I also now declare that the poll is closed. If you are attending here in person, would you please hand your voting card to a Computershare representative. The results of the meeting will be announced on the ASX company announcements platform and will be available on the company's website as soon as possible after the close of the meeting. Thank you very much for participating today.
Thank you for your questions, and I look forward to your continuing support in the coming year.