PointsBet Holdings Limited (ASX:PBH)
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May 14, 2026, 12:02 PM AEST
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AGM 2023

Nov 27, 2023

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Good morning. Welcome to the PointsBet Holdings Limited 2023 Annual General Meeting. My name is Brett Paton, I'm your chair. I'd like to welcome those shareholders who have joined us here today in person, together with those shareholders who are participating through our hybrid online meeting platform. May I now request that all mobile phones be turned off? Thank you. Turning to the agenda for today's meeting, I note that it is past 10 A.M., and this is a properly constituted meeting. As a quorum for a general meeting is present, I formally declare the 2023 annual general meeting now open. In the room with me, we have our CEO and Managing Director, Sam Swanell, together with non-executive directors, Peter McCluskey, my left, Tony Symons, and Kosha Gada.

Also in attendance is our Group CFO, Andrew Mellor, and Group General Counsel and Company Secretary, Andrew Hensher. Participating online, our U.S.-based non-executive directors, Becky Harris, Manjit Gombra Singh, and William Grounds. Welcome. The notice of meeting was distributed to all shareholders, and copies are also available online. I take the notice of meeting as read. As set out in the notice of meeting, the formal proceedings comprise five resolutions. All resolutions will be decided by poll. Voting on the resolutions is now open. Computershare, the share registrar of the company, is appointed to act as scrutineers, and Peter Renda is appointed as the returning officer for the purpose of the poll. For those in attendance in person, the blue voting cards handed out contained in the resolution, sorry, contains the resolution, and you should complete the voting cards before the end of the meeting.

Shareholders who wish to abstain from voting, and proxy holders who have been directed to abstain from voting, do not need to complete the voting card. For those participating online, you can select the Vote icon at the top of your screen. You can then cast your vote, and you will see a vote confirmation. You can vote any time during the proceedings until I declare the voting closed. You can also change your vote at any time through the proceedings. I will give you a clear prompt later in the meeting to warn when it's close in voting. We'll also take the opportunity for questions. If you are attending online, you can start submitting written questions now by clicking Q&A icon.

You can also ask a verbal question by following the instructions on the broadcast window. We also welcome Billy Chan and his colleagues from RSM, the company's auditors. Before I move to the resolutions to be considered today, together with Sam Swanell, I would like to provide some commentary on the strategies, operations, and financial results of the company. A lot has happened since I addressed you in the 2022 annual general meeting. First of the US business sale. The pivotal event during the year was the approval by shareholders on June 30, 2023, of the sale of the US business to Fanatics Betting and Gaming, for a headline purchase price of $225 million. As previously detailed, the US business became exposed to an increasing number of risks, required significant capital to execute on our US sports betting and iGaming strategy.

This reflects the structural high costs of operating in a state-by-state regulated market, the requirement to pay partner fees in most U.S. states, and the continuing competition from well-capitalized competitors. In view of the significant capital requirements associated with the U.S. business, the company explored a range of strategic alternatives to alleviate the demands on PointsBet's balance sheet that is currently used in both the Australian and North American markets. PointsBet Australian trading business has a strategically important place in the Australian wagering market, a point that has been validated by previous unsolicited third-party approaches expressing interest in our business. The company tends to grow its market share in the Australian market with the benefit of a more focused approach, given the streamlined business that will remain. The company also retains exposure to an early-stage North American market via the Canadian trading business.

In Canada, PointsBet is live in the sports wagering and iGaming market in Ontario. The Ontario market structure is attractive for sports and iGaming operators, including no partner revenue-sharing agreements, nominal license fees, and acceptable effective tax rate of 18% of gross gaming revenue. The lower capital requirement and higher operating margins relative to most U.S. states create strong prospects for attracting future economics. I'd like to talk briefly about responsible wagering. Comments on our continued commitment to responsible gaming are set out in the FY 2023 sustainability report. Responsible gambling continues to be a key focus, and PointsBet is playing a leadership role as the industry evolves in both Australia and North America. PointsBet endorses the principle of informed choice, which is aimed at empowering customers to make informed decisions and exercise choice regarding their wagering expenditure. Recently, in Australia, we implemented our str...

integration to BetStop, the national self-exclusion register for online wagering. We also implemented zero-day verification, also known as pre-verification, meaning a customer can only undertake wagering activity, such as deposit or place a bet, once their identity is verified. Previous verification had to be completed within 72 hours of account opening. This functionality serves to protect the underage and those individuals who have chosen to exclude themselves from betting through BetStop. These are two important initiatives for the Australian industry. In Canada, we are delivering our learning from the mature Australian market and have rolled out a set of tools to assist our Canadian customers manage their spend. Corporate governance. Despite evolving into a smaller company, the geographic and regulatory complexity of our business remains, and the board continues to focus on effective corporate governance as a priority.

We have adopted policies and practices to ensure the board remains effective and has the composition to adequately discharge its responsibilities and duties, and maintain best practice governance. To ensure that the board remains fit for purpose, taking into account independence, size, skills, and compensation, following the completion of the US, the sale of the US business, the board has engaged an independent third-party consultant to undertake a board review. It is my intention this review will be completed and its recommendations implemented in parallel with the completion of the sale of the US business early next year.

Conclusion: I would like to thank my fellow directors for their support over a very busy past 12 months, as we negotiated and executed on the sale of the U.S. business, facilitated a significant return of capital to shareholders, and deliberated over management's strategic plans for the continuing Australian and Canadian businesses in FY 2024 and beyond. Most importantly, I would like to thank you, our shareholders, for your support. We look forward to delivering on the opportunities we see in the business moving forward and growing shareholder value. It is now my pleasure to invite Sam Swanell, Group CEO and Managing Director, to provide further commentary on the FY 2023 financial year and business strategy and priorities over the coming years.

Sam Swanell
Group CEO & Managing Director, PointsBet Holdings Limited

Thanks, Brett. Good morning. This is Sam Swanell, Group CEO and Managing Director, and I would like to thank you all for attending the 2023 Annual General Meeting of PointsBet Holdings Limited. We are in at an important stage in the PointsBet journey. Over the past 5 years, the company has grown revenue in our continuing operations, being the Australian and Canadian businesses, from AUD 26 million in FY 2019 to an anticipated AUD 230 million-AUD 250 million that creates the most value for PointsBet shareholders. We also retain the rights to use and further develop the Banach OddsFactory technology assets, which drives our market-leading in-play and same-game parlay products, and the cash-out features used in all of our markets, but particularly powerful in the North American live betting market.

I believe it's important for shareholders to understand just how valuable our technology has become. It's been one of the critical features of our company, and it bodes well for the value and the future of the Australian and Canadian businesses. We've harnessed the power of a single, unified code base that's as agile as it is robust. This versatile code base seamlessly handles low latency requirements for in-play betting and the high scalability needed for handling an impressive volume of bets per second, especially during peak periods such as Melbourne Cup Day, AFL Grand Final, and Super Bowl. Our platform seamlessly handled over AUD 7 billion in turnover in FY 2023 across online sports betting and casino. We're also very efficient. Our technological foundations accelerates innovation and streamlines development.

Fewer hands are needed in the process, which translates to cost savings and faster delivery of new product developments. The end product we have in the hands of our customers is very strong and getting stronger every month. Our front-end and back-end capabilities are driving our efficient revenue growth and will continue to do so. The bottom line is that our technology organization is not just agile, it's a powerful, reliable machine that can handle both the horizontal and vertical scaling needs of the market, making our app highly user-friendly and efficient. We believe our technology will continue to drive our success in the upcoming year and beyond. I'll now briefly touch upon our FY 2023 results, which were released together with an investor presentation to the ASX on the thirty-first of August, before providing some forward-looking commentary.

In accordance with AASB accounting treatment, as a result of the sale of the U.S. business, the United States and European operations, which form part of the Fanatics sale perimeter, were reported as discontinued operations as at 30 June 2023. As such, references to the group are referencing to the continuing operations, being the remaining Australian and Canadian businesses. For the 12 months to 30 June 2023, the group total net win was up 2% at AUD 230 million. Net revenue of AUD 210.3 million represented growth of 7.6%, and gross profit of AUD 105.7 million represented growth of 5% versus the 12 months to 30 June 2022. The group's normalized EBITDA loss was AUD 49 million.

The Australian trading business recorded net win of AUD 211.7 million, down 2% from the prior year. Sports turnover increased by 47% compared to the prior year, offsetting declines in racing turnover. Continued focus on promotions efficiency led to the rate of promotions as a percentage of gross win, improving to 31.5%, compared to 36.3% in the prior year. Net win growth from AFL and NRL combined was up 86%, and tennis and soccer combined were up 53%. We were also pleased that the Australian trading business achieved its fourth year of EBITDA profitability, recording a statutory EBITDA of AUD 0.1 million. We look forward to the Australian trading segment delivering significant EBITDA in FY 2024....

In Canada, we completed our first full year of operations in Ontario, with total net win of AUD 18.3 million. While the Ontario market is competitive, our Canadian business continues to perform well. The strength and quality of the customers that are making the choice to play on PointsBet demonstrates the effectiveness of this strategy. As we look ahead to FY 2024, we are looking forward to delivering strong revenue growth in Canada. We have a top-tier North American sports betting product, an exciting product roadmap, and will continue to invest in our product and app experience for both Sportsbook and online casino. I look forward to Canada growing revenue and significantly reducing its loss in FY 2024, on its way to being EBITDA breakeven in FY 2025.

Trading performance over the important spring racing carnival has been strong and provides me with great confidence in our technology, team, and strategy. Group net wins for the quarter to date, being October 1 to November 25, 2023, was AUD 48.2 million, representing a 26% increase over the prior corresponding period of AUD 38.2 million. The Australian trading business has contributed net win of AUD 42.2 million for the quarter to November 25, a 20% increase on the prior corresponding period, and the Canadian trading business has contributed net win of AUD 6 million for the quarter, a 107% increase on the prior corresponding period. Importantly, our front and back-end technology platform performed seamlessly over the peak spring period, providing our customers with a first-class betting experience.

Our strategy is clearly working, and I'm very excited about our future in Australia and Canada. Our Australian operation has a strategically important place in the Australian wagering market. We intend to continue to grow our online share in this market from a current 5% position, with the benefit of a more focused approach from a people and tech and product perspective. In Australia, our marketing and generosity strategy will continue to shift from a broad-based, above-the-line to a highly targeted, below-the-line focus, allowing us to target and reward a more loyal and profitable segment of clients and deliver increased net win growth. Our strong PCP results year to date in Australia are clearly outperforming the market and thus driving our market share growth.

The Canadian business provides shareholders continued exposure to the North American market through a jurisdiction that is more attractive than most US states, with no partner fee, an acceptable tax rate, and iGaming complementing sports betting for the entire market. We believe the early stage of the Canadian business complements our more mature Australian business, as well as providing an opportunity to leverage attractive features of our tech stack that aren't available in the Australian market, such as online casino and online live betting. The FY 2024 results to date provides increased confidence that Canada continues to deliver high growth for the business and is on track to the EBITDA breakeven in FY 2025. As previously disclosed to the market and mentioned earlier, we remain on track for delivering revenue growth of between 10%-20% in FY 2024.

Group EBITDA to be at or close to breakeven post the close of the Fanatics transaction in March 2024.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Adopted by the company in relation to the preparation of the accounts, and their independence in relation to the conduct of the audit may be directed to him through me as Chairman. Any questions related to director and executive remuneration policies will be considered when we come to that item of business, covering the adoption of the remuneration report. Firstly, are there any questions from shareholders here in attendance today? Are there any written questions which have been submitted online, or any shareholders who wish to ask a question over the phone or via the phone?

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Yes, Chair, there is a couple of questions online from Mr. Stephen Mayne. The first one states: Our biggest competitor, Sportsbet, has been providing the Federal Labor Party with donations, gifts, and dinners, seeking to influence gambling policy. Does the CEO and the chair think this is going to work? And also, what is our history of making political donations?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

I think, Stephen, it's probably better that I just comment on our policy rather than speculating on how other activities will work or not work. We relatively recently joined the industry body, Responsible Wagering Australia, known as RWA, and they, as far as we can see, they conduct industry observations and alert industry participants and watchers on behalf of the whole industry. In regard to our specific, we have no... Our board-endorsed policy is, in Australia and Canada, that there are to be no political donations, or political donations that are social donations in a similar vein.

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Thank you. And the next question, also from Stephen Mayne, was that PointsBet won AUD 211 million from Australian gamblers in 2022, 2023. How long will it take to crack AUD 300 million in revenue? And can you comment on where our market share is, and whether we should merge with smaller players to gain scale?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Stephen, thanks for the questions. I think in terms of forward-looking statements, we've given as much as we, we've given more than we customarily give in this update today, in terms of the quarter-to-date update. In terms of meeting, the AUD 300 million revenue you referred to, I'd like to ask Sam, but we don't give forecasts, so, if Sam could think about an elegant way to answer that? You know, obviously, there's analysts in the marketplace that cover the stock PointsBet. We've provided some guidance on FY 2024, that we expect revenue to grow to 10%-20%. That takes, you know, I mentioned in my address, somewhere between AUD 230 million-AUD 250 million of revenue for this year.

So, you know, it's about making an assumption on future growth rates, which we haven't provided any guidance on, but there are analysts out there obviously providing some views on topics like that. Hopefully, that helps, Stephen. Perhaps, if there are no further questions online, move to Resolution One: Election of Mr. William Grounds. This item, excuse me. This item of business relates to the election of William Grounds as a director of PointsBet Holdings Limited. The resolution and a summary of the votes received before the meeting now appear on the screen. Details of Mr. Grounds' background and experience are set out in the notice of meeting. I would now like to ask William to speak to his election. William?

William Grounds
Independent Non-Executive Director, PointsBet Holdings Limited

Thank you, Chairman, and good morning, shareholders, ladies and gentlemen. I'm honored to offer myself today for election as a director of the company. I joined the board in December 2022. It has been an intense 12 months, as you know, and I've enjoyed working with the board, management, and advisors to reach a solution that strengthens the company's balance sheet. I've been very impressed by the caliber of the board and the management team, and stand for election in the hope of continuing to work for them and with them. I have over 25 years of senior executive experience with major Australian public companies in project management and funds management, and with the UAE, UAE sovereign wealth company in the gaming and hospitality industry.

Since 2008, when I relocated to the USA, I've been involved in the US gaming industry, overseas overseeing investments in a major Las Vegas mixed-use resort and casino, and a major global gaming enterprise. For eight years, from 2013, I served on the board of directors of MGM Resorts International, one of the world's largest gaming and hospitality companies. During this period, online sports wagering was legalized in the USA, and MGM formed the BetMGM online gaming joint venture. I'm currently a board member of a NASDAQ-listed consumer finance business, Consumer Portfolio Services, and I was recently appointed to the board of the newly established UAE Gaming Regulator. My senior executive and non-executive experience has equipped me with the relevant skills and global perspective to assist PointsBet execute on its strategic goals.

If elected, I will continue to commit the time and effort required to making a meaningful contribution to the future success of PointsBet. Thank you very much.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Thank you, Will. The board of directors, with William Grounds abstaining, recommends that shareholders vote in favor of Resolution One. The resolution is now open for discussion and questions. Firstly, are there any questions from shareholders in attendance today? Are there any written questions which have been submitted online, or any shareholders who wish to ask a question over, or via the phone?

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Yes, there is one, Chair. Again, from Stephen Mayne. And while it's not specifically in relation to Will Grounds' election, it does speak to U.S.-based directors. The question is: Does it still make sense to have three U.S.-based directors now that we've sold the U.S. business, albeit remaining a much smaller Canadian operation?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Thanks, Stephen. As referred to earlier in my chairman's address, we've, we're alert, very alert to the issue you've raised in terms of conserving shareholder funds and making sure we have the right breadth and depth of board to carry the business forward. We, we are acutely aware that we do have a presence in Canada, which hopefully will grow in terms of provinces and in terms of market penetration. With that in mind, we are also very happy with the early stage of the independent expert assisting us in reviewing the scope, the size, competency, and remuneration for all directors. Thanks, Stephen.

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

More questions?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

If there are no more questions, we'll remove... We will move to the next item of business. Resolution Two: Election of Mrs. Becky Harris. This item of business relates to the re-election of Becky Harris as a director of PointsBet Holdings Limited. The resolution and summary of the votes received before the meeting now appear on the screen. Details of Mrs. Harris' background and experience are set out in the notice of meeting. I would also like to ask Becky to speak to her re-election.

Becky Harris
Independent Non-Executive Director, PointsBet Holdings Limited

Thank you, Chairman. Good morning, board, shareholders, and other stakeholders. It has been my profound privilege to serve on the board of PointsBet for the past four years. I have very much enjoyed my time on the board. I am honored today to offer myself for re-election as a non-executive director. I joined the PointsBet board on November eleventh of 2019.... Since that time, I have served on the Audit, Risk, and Compliance Committee, as well as the Remuneration and Nomination Committee. I have expertise, experience, and a unique vantage point into government relations and regulatory affairs. Prior to my board service, I had the honor of serving as a Nevada State Senator.

Because I possessed legislative and policy experience from serving as Vice Chair of the Senate Judiciary Committee, and I obtained an LLM, which is an advanced law degree in gaming law, I was appointed to be the first woman Chair of the Nevada Gaming Control Board. As chief regulator, I had the responsibility for comprehensively regulating the multi-billion dollar gambling industry in the state of Nevada. I also served as a global ambassador to other gambling regulators and led the world's most highly regarded gambling regulatory body through several high-profile matters, including the repeal of the Professional and Amateur Sports Protection Act, or PASPA, the emergence of sports betting across the United States, various Wire Act issues, and the #MeToo movement.

I am currently the Distinguished Fellow in Gaming and Leadership at the International Gaming Institute at UNLV, and I am on the faculty at the International Center of Gaming Regulation and the Boyd School of Law, both of which are at the University of Nevada, Las Vegas. I collaborate with stakeholders around the world on gambling policy, regulation, and legislative affairs, educating gambling regulators and ensuring that they have the information, knowledge, and tools necessary to assess and improve gambling policy and regulation in their respective jurisdictions. I have received the Anti-Money Laundering Specialist credential for ACAMS. I believe that this background and experience has uniquely positioned me to assist the board and PointsBet's executive team in navigating the ever-evolving and increasingly complex global gaming and regulatory environment in which the company operates.

If re-elected to the board, I am committed to dedicating the time and effort necessary to contribute to the company in a meaningful way. I look forward to supporting PointsBet's incredibly talented and dedicated management team. I believe that the board has and continues to develop impactful strategy and is well-placed to facilitate PointsBet's innovative and dynamic approach in the years to come. I hope to continue the journey alongside PointsBet. Thank you.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Thank you, Becky. There's been many a time when the spirit has been there, but the law hasn't supported it.

Manjit Gombra Singh
Non-Executive Director, PointsBet Holdings Limited

No more questions.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Okay, thanks. If there are no more questions, we'll move on to the next item of business. Resolution three: Re-election of Mr. Manjit Gombra Singh. This item of business relates to the re-election of Manjit Gombra Singh as a director of PointsBet Holdings Limited. The resolution and summary of votes received before the meeting now appear on the screen. Details of Mr. Gambhir Singh's background and experience are set out in the notice of meeting. I would like to ask Manjit to speak to his re-election.

Manjit Gombra Singh
Non-Executive Director, PointsBet Holdings Limited

Thank you, Chairman. Good morning, all. I'm honored to offer myself as a non-executive director at PointsBet. I joined the board 3 years ago as an executive board while I was working at PointsBet as the President of Product and Technology. In terms of my background, I have 30 years of experience in product and technology, including leadership roles in global businesses such as Aristocrat, IGT, Sun Microsystems, and Juniper Networks. For the past 30 years, I've lived in California, in the Silicon Valley, and worked in high-tech businesses. Prior to PointsBet, I was at Aristocrat as the Global Chief Technology Officer, and I helped management team there make Aristocrat the number one gaming business worldwide. I was also a board member at Metric Gaming, which is a sports betting platform company based in Las Vegas. I resigned from that position before joining PointsBet.

I'm also a CEO of DruvStar, which offers cybersecurity products based on AI around data safety. As the President of Product and Technology between June... July 2019 and June 2022, I built out PointsBet's product and technology team, grew it five times during my tenure. I built out the management team, which included the CTO, CPO, and 15 other top technology leaders that are running the business today. During my time, we built out the product and technology that you see today, and we helped establish PointsBet's product as one of the top products in the country. It's consistently held top three position in sports betting in the American market for the past six quarters. I integrated the Odds Factory live betting product into PointsBet and launched that at the end of 2021. You ...

I look forward to working with the board and the very capable management team to move the company forward. I thank you, and pass you back to the chairman.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Manjit. The board of directors, with Manjit Gombra Singh abstaining, recommends that shareholders vote in favor of resolution three. The resolution is now open for discussion and questions. Are there any questions from the floor?... Andrew, have any online questions?

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Yes, there's another question from Mr. Mayne. Manjit Gambra Singh is a former employee of PointsBet, and therefore not deemed independent. This may have created a larger against vote. Can you generally comment on board independence?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Let me start with Manjit. When in search for the board composition over time, as the firm grew, as the organization grew, I take, and the board take great pride that board selection process has been done privately and independently, without any outside remuneration paid to consultants. We've had a very open mind, and it's basically been a skill-based and gender-based and diversification-based search that we've privately conducted. One of the key features when you're looking for a board composition is, you know, what, what are the things that, what are the things that matter? Is it, is it forensic accounting, Peter? Is it, is it technology, of which our business relies so heavily? And yes, that's Manjit.

In moving from an executive role to a non-executive role, we had two decisions: to search for an independent technology expert, who would have to be re-familiarized with the deep understanding and knowledge that we possess and need to possess at a board level. So Manjit was also relatively unencumbered with other responsibilities, so that he could actually be time available to support, from a technology point of view, the head of the new head of tech. I think one of the things, Stephen, that doesn't get a lot of commentary, or that has in relatively recent times, is the significant board obligations that board members carry with them through their board life.

I think we've, if we go through our board composition, we actually have found a fairly good balance of people who've got dedicated time available to dedicate to the board of PointsBet. You would have heard that the depth of experience that we possess around the board, the new directors, and the directors being reelected, is vast, but without a lot of complications in their other directorships and responsibilities. So we get, as shareholders, a really good bang for our buck, and a lot of attention. And no inattention. So management are kept, given all the support. Management are kept on their toes by board members who know the business pretty independently.

Hopefully, that doesn't sidestep your question, Stephen, about the independence of the ongoing independence of the board, but it gives you some framework of how we think about board composition.

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

No more questions.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Okay. Resolution four: renewal of Key Employee Equity Plan, KEEP. This resolution seeks shareholders' approval for the company to renew the employee incentive scheme entitled Key Employee Equity Plan, KEEP, which was approved at the 2020 Annual General Meeting. Shareholder approval is sought under ASX Listing Rule 7.2, Exception 13, so that incentive securities issued under KEEP will be excluded from the calculation of the maximum number of equity securities that can be issued by the company in any twelve-month period. Currently, 15% of shares previously on issue, for a period of three years from the date of approval.

The objective of KEEP is to attract, motivate, and retain key employees, as it is considered by the company, and the renewal of KEEP, and the future issue of incentive securities under KEEP, will provide selected employees with the opportunity to participate in the future growth of the company. The resolution is now open for discussion and questions. Is there any questions from the floor? Andrew, any questions?

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Yes, there's another question from Mr. Mayne. Are Sam Swanell's other co-founders still involved in the company? And is the war for gambling industry talent, particularly in the IT space, showing any signs of slowing down?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Steve, I might defer that one to Sam, I think.

Sam Swanell
Group CEO & Managing Director, PointsBet Holdings Limited

Yeah. My two fellow co-founders, Andrew Fay and Nick Fahey, are both employed by the business. In terms of competition, you know, I think online betting companies in Australia, such as PointsBet, Sportsbet, Ladbrokes, et cetera, you know, we really are at the cutting edge of software engineering, digital advertising, quantitative analysis. You know, we've spoken about the fact that, you know, take Melbourne Cup Day as an example, thousands of bets per minute coming through, new accounts being opened, deposits, withdrawals, responsible gambling obligations, odds being updated, bets being resulted. These are complicated businesses, and we do attract, I think, the best talent in the digital space, who enjoy working for cutting-edge companies that use modern tech and modern practices. So, it's competitive.

That's probably eased off a little bit in terms of just how hot it got in terms of demand for that modern skill set maybe a year ago, but it's still very, very competitive. But I think as it relates to PointsBet, we can provide an environment whereby top talent is attracted to the company because of the growth prospects of the company, but also the subject matter, being sports and sports betting, but also the fact that we are using modern tech and modern tools, and most software engineers and developers, that's what they want. They want to be at the forefront of things. They don't want to be messing around with old code. So it is competitive.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

... You know, our competitors in the space employ a lot of people. Other digital companies, realestate.com, et cetera, fight for similar staff in some areas. But, I think PointsBet, especially with our exposure to the North American market, we're a very attractive place for, for this talent to work. Thank you, Sam. Hope that, covers off, Steve. Thank you. Resolution 5, Remuneration Report. This is a non-binding resolution. The next item of business is the adoption of the remuneration report. The resolution and summary of the votes received before the meeting are now appear on the screen.

The annual report for the 12-month financial year ended June 30, 2023, contains a remuneration report, which forms part of the director's report, and sets out the remuneration policy for the company and its controlling entities, controlled entities for the 2022/23, and reports the remuneration arrangements in place for non-executive directors and senior management during that period. The vote on this resolution is advisory only. However, the board will take the outcome of the vote into consideration when reviewing our remuneration policy, practices and policies going forward. The resolution is now open for discussion and questions. Anyone, any from the floor? Andrew?

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

Yeah, just one last one from Mr. Mayne. Does any of the five main proxy advisors follow PointsBet? And if so, can you comment on their recommendations?

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

I think we have four proxy advisors participate.

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

We've got Ownership Matters, Glass Lewis, ISS, and the Australian Council of Superannuation Investors.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Yep. So they, they're the body who, spend time with Andrew Hensher and myself in terms of, governance, REM, directors' responsibilities, and compliance, and so forth. So we have a fairly good audience of, of, participants who, assess our performance on a lot of those fronts. We note that at some stage, after the second capital return, it's unlikely that we'll be in the ASX 300. So some of, some of those parties may not elect to, follow us, and we hope that you do, Stephen, because you, you do add to the quality of the, our annual general meeting. Thank you.

Andrew Hensher
Group General Counsel & Company Secretary, PointsBet Holdings Limited

No more questions.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Seeing no more questions, Andrew, I think we can advise that we'll shortly be closing the meeting. Take a few moments now to allow people to finish their voting procedures.

Speaker 8

...

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Oh, sorry, one question.

Speaker 8

On the adjustment. My question, Mr. Chairman. My question relates to the note that in 2024, 2025, we're gonna go from EBITDA neutral to EBITDA positive. Given the significant tech spend and the importance of tech to the business, I'm interested in some color or some thoughts on the transition from an EBITDA position to NPAT positive and also, I guess, net cash flow positive from the operations and the CapEx. Anything that you offer, either Sam or potentially Andrew, but offer would be greatly appreciated.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Justin, I'll ask Andrew Mellor, the CFO, to comment on that within the bounds of forecasting.

Andrew Mellor
Group CFO, PointsBet Holdings Limited

Yeah. Thanks, thanks for the question. I guess, just to refresh, as Jason referenced, the. You know, we've spoken to being EBITDA positive in FY 2025. Now, we haven't given any numbers that support that. And as it relates to our CapEx, the majority of our CapEx on a go-forward basis is going to be our technology staff, capitalization of their wages, as you referenced. What we have provided publicly so far is what the cash outflows for that segment was in Q1 FY 2024, which was just over AUD 4 million. And so we have spoken to the fact that if you annualize that, this financial year, that will be circa AUD 17-18 million. Now, that gives you a reference point, as to where, that could look for FY 2024 and on an ongoing basis.

We haven't given any specific commentary as to when we will be cashflow positive. What we've said so far is we will be operating cashflow positive for the nine months, the last nine months of this financial year. But we haven't been specific into FY 25, apart from the fact that we've pretty clearly stated that when we think about the strategy that Sam have articulated to today, that we won't need to raise any more capital to execute on that strategy. But as we approach, I would say, the end of this financial year, once we get through the reporting, then we'll start thinking about how we want to articulate to FY 25 guidance away from the, being EBITDA positive.

Brett Paton
Non-Executive Chairman, PointsBet Holdings Limited

Thanks for that. No further questions. I'll just give everybody a couple of minutes to complete any voting procedures. Well, shareholders, the voting is now closed. Please note the final results will be advised to the ASX. Thank you all for your attendance. As the business of the meeting is now completed, I declare the meeting closed. Thank you.

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