AGM 2021

Oct 5, 2021

Hello, everybody. I'm Drew Brees, former NFL quarterback for the New Orleans Saints and current NFL commentator for NBC Sports. As PointsBet's global ambassador and a Points Bet shareholder, I would like to welcome you to the 2021 Annual General Meeting. This has been a significant year for the company, and we are looking forward to the future as we build the PointsBet brand and expand further into the United States and beyond. I will now introduce Chairman, Brett Patton, to officially start the meeting. Thank you, Drew. We're looking forward to seeing the new brand campaign. A PointsBet Holdings Limited 2021 Annual General Meeting. My name is Brett Patton, and I'm your Chair. We have a call, and I'm pleased to clear the meeting open. Today's meeting is being held online by the Lumi platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch the live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit those. Online attendees questions can be submitted at any time. To ask question, select the messaging tab at the top of the learning platform. At the top of that tab, there is a section for you to type your question. Once you have finished typing, please hit the arrow symbol to hit to send. Please note that while you can submit questions from now on, I will not address them until the relevant time of the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, facility is available during this meeting. To use this service, please pause the broadcast on the learning platform and then click on the link under asking audio questions. A new page will open, and you'll be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question. If you have any issues using the system, please return to the Lumi platform. Finally, due to time constraints, we may not get to answer all of your questions, although this is the intention. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, At that time, you are eligible to vote for this meeting, a new voting tab will appear. Selecting this tab will bring up a list of resolutions And present to you the voting options. To cast your vote, simply select one of the options. There is no need You do however have the option or ability to change your vote up until the time likely voting is closed. The notice of meeting was distributed to all shareholders and copies I'll now declare voting open on all items of business. The voting tab will soon appear. Please submit your votes at any time. I'll give you a warning before I move to close the voting. I would like to start by introducing My fellow directors, Sam Swannell, Group's CEO and Managing Director Peter McCluskey, Chair of the Audit Risk and Compliance Committee and a member of the Remuneration and Nominations Committee. Tony Simons, Chair of the Remuneration and Nominations Committee and a member of the Audit, Risk and Compliance Committee Becky Harris, member of the Audit, Risk and Compliance Committee the Remuneration and Nominations Committee. Khod Shigada, a member of the Remuneration and Nominations Committee Manjit Gomprasinghe, President, Technology and Product and Executive Director. Also on attendance today is our Chief Financial Officer, Andrew Miller And Group General Counsel and Company Secretary, Andrew Inchitt. I also welcome Billy Chan and his colleagues from RSM, the company's supporters. A lot has happened since I addressed you last year, and it's pleasing to reflect on some of the key milestones achieved by the company in the past 12 months, we entered into a transformational 5 year meeting partnership with NBCUniversal, providing PointsBet with deep access and integration into NBCUniversal's world leading broadcast and digital assets. We successfully completed 2 strategic acquisitions, the Mantic Technology in Ireland and the Premier Turf Club, both accelerating the development of a unique in house technology platform and product offering. We've established a strong pipeline for growth into FY 'twenty two and beyond and with the expectation of launching 11 new United States as well as Ontario, Canada by the end of calendar year 2022. We have attracted outstanding brand ambassadors, including Paige Sprenic, Drew Breeze, Shaquille O'Neal and Devin Hester. We were appointed as one of the only 7 official sports betting partners to the NFL, making PointsBet an authorized partner of the 4 major U. S. Pro sports leagues. We've also entered into strategic partnerships Bet. In the markets where PointsBet is operational, the suit will be. We gain usage of the team's trademarks and logos as well as sponsorship opportunities, brand visibility across various assets and databases. And we have assembled a highly experienced iGaming team And successfully launched iGaming in 2 states, Michigan and New Jersey. I'd now like to make a few comments on our global commitment to responsive gambling. PointsBet endorses the principle of informed choice, which is aimed at empowering customers to making full decisions and exercise choice regarding their gambling expenditure. PointsBet's commitment to responsible gambling is demonstrated through its wide range of responsible gambling initiatives and tools, Some of which go beyond those obligations imposed by regulators in the jurisdictions in which we operate. Both Australia and the United States have I'm a dedicated responsible gathering officer and supporting teams. We've also invested in improvements in our systems and automations to detect Red flag behaviors, which have allowed more fact based and individualized approach to responsible gambling with our global customers. These systems investments have also led to improvements in fraud, anti money laundering risk detection, which facilitate compliance with their regulatory obligations and also reduce revenue leakage. PointsBet has a policy All customer facing employees receive annual responsible gambling training. In the United States, we have also leveraged the brand ambassadors trade campaign is focused on responsible gambling, education. In the U. S. And the sports betting regulatory framework is evolving, PointsBet is actively We're engaging with the regulators and other relevant stakeholders for implementation of evidence based and global best practice regulations to future proof the sustainability and integrity of the pulp industry. Ultimately, we believe this is an important area for long term sustainability of the industry And take our obligations in this area very seriously. On corporate governance and board, PointsBet Holdings considers good corporate governance a priority, it has adopted policies and practices to ensure the Board remains effective And as the composition to adequately discharge responsibilities and duties and maintain best practice governance. A review of these documents was undertaken during the year to ensure we stay compliant with the ever changing governance framework. A full summary of our corporate governance activities and policies are available on our website. Our group CEO, Sam Sweenell, supported supported by U. S. CEO, Johnny Aitken, have done a tremendous job in leading the business through a period of substantial change in growth over the past 12 months. In addition, our highly talented employees across their global footprint are a key asset and the results we've been able to achieve are testament to the dedication, commitment and passion. On behalf of the Board, I would like to thank all of the team for delivering on the opportunity we saw over Bet's FY 'twenty one and positioning the business for continued growth in FY 'twenty two and beyond. I would also like to thank my fellow directors supporter, we're very busy for the past 12 months and has well executed on our strategy and undertook a significant capital raise to ensure the company He's well positioned to execute on the opportunity here at overseas. I would like to thank you, our shareholders, for your support and their confidence In the business and its team, we look forward to delivering on the opportunities we see for the business going forward and growing shareholder value. In concluding, it is now my pleasure to invite Sam Swannell, Group's CEO and Managing Director, to provide further commentary on the FY 'twenty one financial year perspective, we're very pleased with the progress we made in the quarter. Thank you, Brad. Good morning. This is Sam Swanell, Group CEO and Managing Director. I would like to thank you all for attending this virtual 2021 Annual General Meeting of PointsBet Hobbies Limited. Since inception, PointsBet's Board and management have been working towards establishing the key building blocks that have put us in a strong position where we're in today expansion of the North American sports betting and iGaming opportunity. These key building blocks include continuing to build our in house technology platform, establishing significant market access to U. S. States, executing a transformational transaction with NBC Universal, Partnering with key U. S. Leagues, teams and brand ambassadors, establishing a profitable and growing Australian business and building a market leading execution team. On the 26th August, PointsBet completed a $400,000,000 capital raise. Under the offer, PointsBet raised $215,000,000 at $10 per share under replacement and $185,000,000 at $8 per share under a 1 for 9 pro rata accelerated renounceable entitlement offer with retail rights trading. As a result, at 30 June 2021, the company's pro form a corporate cash balance was $634,500,000 We continue to build the business for long term success and most of the pieces are now in place as we look towards FY 'twenty two and beyond. The 2021 financial year represented another transformative period for PointsBet. It was a period of continued focus on establishing a platform for future growth This was characterized by continued investment in additional U. S. State market access, Our scalable cloud based technology platform and product, including iGaming, our people and executing our marketing strategy to efficiently acquire clients in Australia and the United States. I will now summarize our full year financial results, noting that further details can be found in our 2021 annual report released on 31 up to August. All figures are in Australian dollars unless otherwise stated. The group handled $3,780,000,000 in turnover, an increase of 2 28% on the prior year. Betting gross win was up 201 percent at 353,100,000 and total net win was up 154% $280,500,000 revenue for the reporting period, PointsBet reported net revenue Bank of $194,700,000 a growth of 159% versus the PCP. Gross profit of $87,600,000 represented growth of 129 percent over the PCP. The group's sales and marketing spend was $170,700,000 for the year and the U. S. Accounted for $119,200,000 This increased market investment assisted in the delivery of of 196,000 cash active clients in Australia and 159,000 cash active clients in the U. S. As at 30 June 2021. The group's normalized EBITDA loss was $156,100,000 as the company continued to invest in the business to build scale in North America and within the technology department as well as growing our U. S. Client base across our six operational U. S. States. The Australian Trading Business recorded net win of $166,100,000 up 121% from the prior year with a net win margin of 8.4%. The Australian Trading business saw improvements across a number of key KPIs, particularly with respect to customers continuing to trend towards higher margin multi products. Improvements in the marketing tech tools and the refreshed brand campaign featuring Shaquille O'Neal also assisted with acquisition and retention compared to the prior year. Turnover in Australia was just shy of $2,000,000,000 up 140% compared to the prior year. We were also very pleased that the outstanding Australian trading business growth was achieved while recording statutory EBITDA of $9,200,000 an increase from $6,900,000 the prior year. During FY 'twenty one, the U. S. Business operated in 6 U. S. States, namely New Jersey, Illinois, Colorado, Michigan, Indiana and Iowa. And in August, we added our 7th state of $95,800,000 at a gross win margin of 5.3% compared to gross win of $16,500,000 in the prior year Betting net win of $40,900,000 at a net win margin of 2.3% compared to net win of $7,000,000 for the prior year. In addition, the U. S. Business achieved iGaming net win of $1,500,000 This delivered an overall U. S. Net win $42,300,000 for the year. There is no doubt that a key driver of our success to date has been the strength and depth of talent we have acquired across all areas of the company, we will continue to add Bet's strength as we expand. Key recent hires include Mark Hughes, Group Chief Operating Officer, formerly CEO of Bannock Technologies and prior to that of Paddy Powerflutter, owner of Sportsbet and Fanjul Scott VanderWeil, CEO of PointsBet Canada, formerly Vice President at 1 of Canada's largest media companies, Better Commercial Officer, PointsBet Canada, formerly President, and O'Sullivan, Vice President of Online Casino Revenue, Board, formerly Head of Games at Bet365 and Angus Mulvehill, Vice President of Global Sports Book Trading, Board, formerly Commercial Director at Betfair International, another flutter company, just to name a handful. Today, as mentioned, we have live operations in 7 U. S. States with iGaming in 2 of these states. By December 2022, We plan to be live in 18 U. S. States and the province of Ontario, Canada. West Virginia and Pennsylvania will include iGaming and others such as Ontario will add to the iGaming addressable total addressable market in the short term. Our execution strategy continues to be clear. We will continue to invest to remain a top 5 operator in the long term, targeting 10% market share in each of the states we offer sports betting Within 3 years of launch. As we have said since we first launched in the U. S, it is clear that product will ultimately win. We currently have a terrific product as can be seen by success to date. However, we will not stop investing in technology and product as evidenced by the recent acquisition of Bannock Technologies and the ongoing investment in tech and product talent. We intend to be the market leader in U. S. In play sports betting over time. We were thrilled to again be awarded the EGR Sports Betting Operator of the Year in the U. S. In 2021. Notwithstanding this, we see clear opportunities for innovation ahead for both our sports betting and by gaming products. We will continue to execute strategic and disciplined marketing campaigns, Leveraging our media partner NBC Sports as the cornerstone with further innovative integrations across the NBC Sports Media portfolio to accelerate client and brand growth across North America. I would like to provide some comments on iGaming, which is a key part of our U. S. Strategy. IGaming revenues in the United States market have grown exceptionally since the repeal of Casper in May 2018. Across New Jersey, Pennsylvania, Michigan and West Virginia, iGaming revenues reached nearly US900 $1,000,000 in the June 'twenty one quarter, which if annualized would equate to greater than 3,500,000,000 per annum. The size of the opportunity is evident. As I've previously said, owning and controlling our in house iGaming technology stack will become an increasingly important strategic advantage. PointsBet has assembled a highly experienced iGaming team with deep experience developed at Aristocrat, Aimsworth and Bet365 just to name a few. On the 5th May, PointsBet launched iGaming operations in Michigan. We now have 30 slot video poker and table games. We were pleased to record net win in Michigan to 30 June of $1,500,000 This Michigan launch was followed by the launch of iGaming operations in New Jersey on 23 July 2021. The company will bolster its iGaming offering in FY 'twenty 2 with the addition of strategically selected slot games, live dealer table games and other innovative initiatives. As mentioned earlier, pending regulatory approval, PointsBet will roll out Igaming operations in West Virginia, Pennsylvania and Ontario in FY 'twenty 2. PointsBet has also secured iGaming access in Ohio, Indiana, Missouri, Louisiana and Iowa, pending the passing of enabling legislation. I'd now like to provide some commentary of the emerging Canadian opportunity. On the 22nd June, the Canadian Senate passed Bill C-218, Legalizing single event sports betting, previously only parlay sports betting was allowed in Canada. Regulatory details will be worked through at the provisional level with Ontario population 15,000,000 people anticipated to go live in late 2021 with an open licensing system, followed by Alberta with a population of 4,400,000 people in 2022. Goldman Sachs states the combined online sports betting and iGaming opportunities for Canada represents a US3 $1,000,000,000 per annum opportunity. In anticipation of this significant opportunity, as noted earlier, PointsBet has already made some key management hires in Canada and is building out a high quality team bet in the region. Like all markets PointsBet enters, we are committed to creating products that fit the Canadian consumers' needs, satisfies the important requirements of the regulators and enables fans to engage with their favorite sports in new and exciting ways. Last week, we were excited to announce that PointsBet Canada has entered into a multiyear deal to serve as the official and exclusive sports betting partner of dailyfaceoff.com and the Nation Network. Daily FaceOff is a world class source of professional insights, opinion pieces, breaking news statistical analysis with 1,500,000 monthly users. While Nation Network is a 12 website and podcast network 5,000,000 passionate sports fans, both assets will help PointsBet establish a genuine connection with our target market in Canada. Now some comments on our NBC partnership. With the commencement of the 2021, 2022 NFL season and sports betting advertising being allowed Bet around NFL for the first time, PointsBet is one of only 7 official sports betting partners of the NFL is now working with NBC to to capitalize on this new opportunity. In addition to former NFL quarterback and NBC team member Drew Brees becoming a PointsBet global brand ambassador, a PointsBet NBC Sports Partnership continues to break new ground. As well as regional sports network integrations, PointsBet was integrated into coverage in or around NHL playoffs, NBA playoffs, U. S. Open Golf and the Indy 500. This allowed PointsBet to reach sports fans during peak events, helping it further grow its brand awareness. PointsBet's on air talent, Teddy Greenstein and Jay Croucher, continue to be integrated further into NBC content. PointsBet also had more than 100,000,000 impressions across NBC's digital platforms, including Predicta, point nbcsports.com, NBC Sports Edge and SpotOn across key live states. The NBC Predictor app has now delivered over 3 Bet. As we prepare to enter new states like Maryland, Pennsylvania and others, This provides us with improved brand awareness together with a database of potential clients to engage with. In conclusion, the pieces are now in place as we look toward FY 'twenty two and beyond. In Australia, The investment made in marketing in H2 FY 'twenty one off the back of the refreshed brand campaign featuring Shaquille O'Neal has continued into FY 'twenty two and has PointsBet positioned for its biggest and most successful spring ever. In the U. S, We're excited by the position we have put ourselves in as we continue to roll out new state launches as an official sports betting partner of the 4 key major U. S. Sports supported by the strategic NBC partnership. And finally, we are looking forward to preparing for the Canadian opportunity under the leadership of Scott Van Duel as we target a launch in Ontario. I will now hand back to the Chairman for the formal business of the meeting. Thank you, Sam. I will now move to the formal business of the meeting. Firstly, I'm casting your vote. I advised at the beginning of the meeting that we will vote on the resolutions by way of the poll. Voting is already open and will remain open during discussions on the various resolutions. I will also provide you with notice that the polls are about to close. Results will be released on the I text after the conclusion of the meeting. Please note that only shareholders, proxy holders We authorize shareholder representatives to my vote. Any undirected proxy votes given to the Chairman will be voted in favor of the relevant resolutions. Any direct and proxies given to you by the shareholder will automatically be cast as directed When the poll is closed, I appoint Peter Renda, Computer Share and Investor Services as our returning officer. We will now move to consider the first item of business. Financial statements. The first item of business listed in the notes of meeting is to receive and consider financial statements for the 12 months ended 30 June 2021 and the reports of the directors and auditor, please note that no vote is required on this particular item of business. As mentioned previously, Mr. Chan, a partner of RSM, is with us today. Questions relevant to the conduct of the order, the preparation and content of the income Board report, the accounting policies adopted by the company in relation to the preparation of the accounts and their independence in relation to the conduct of Europe may be directed Jim, it's Ramesh, Chair. Any questions in relation to Director and Executive remuneration policies will be considered When we come to the part of the business, coming to the adoption of the remuneration report, at this We have a couple of questions from the Australian Shareholders Association. With regard to Resolution 1, given the social impacts of the gambling industry, the ASA recommends that PointsBet prepare A detailed ESG report, which amongst other matters, outlines the mitigation of these. Thanks for that. And it's been useful prior to get together a couple of months ago on some of these issues As in this particular matter, the corporate social responsibility and sustainability report will be published 2020 2 AGM. So thank you for that. There's another question, a general question. Would the Chairman comment on why there are 2 executive directors on board? His principal job is to provide overview Direction to the executive. Firstly on that, we have 2 executive board members. 1 is our Chief Executive Officer, which is standing in practice throughout companies throughout the world. So I might just focus on reference to Banjit, He was the 2nd most recent Executive Director of Pointe to the Board. Manjit I've been responsible for tech and product development. As I've said, currently over 2 0 4 staff Around the world, that's currently in 2021. It's projected in 2022. We'll have oversight Of 4 19 staff and we are by definition, by the very number of Currently 700 closed up, we are by definition very much a technology company. But the time management was involved under the Board And shareholders approved that his nomination, he was that first serious tech Direct to highly skilled technology, since then, we'll hear from Kosher, we'll We've increased the technology capability at board level and that's I think that's a good pairing. So hopefully, that response to that particular question. Should I pause there if there's any Thank you. I've got a question here from Stephen Lane. How important was racing How important was racing never been shut down in achieving FY 'twenty one results? And how have we cracked the top 5 yet for market share in Australian sports Yes, I think as yet. If sort of I'll stick a number, ask Sam to respond to that. Yes. Certainly, Brad. Hopefully, everyone can hear me. Yes, I mean, obviously, it was quite thankful that in an Environment where there were very few entertainment products available, with most of the East Coast being locked down that one of the bright shining lights, was that Our great product and others in our sector were available to entertain people through these lockdowns. So there's no doubt that the fact that People weren't necessarily spending their discretionary entertainment dollar on going to the movies or going out for breakfast and they could participate and have a bet on a Saturday or have a bet Football. So I think it's clear that there has been a benefit there to betting companies such as PointsBet. The fact that The land based TABs have long been have been closed through this period, provides some tailwinds. It's our belief that The amount of time that we've spent locked down with physical TABs closed has been a long enough time to change the habits of punters and those that perhaps were not embracing the online opportunity, have now embraced it during this period. And so, our aim is to hold on rather than to see them go back to based operators. So yes, it's obviously it's been a strong period Trade for us, it will be interesting to see the comps as we trade out of these sorts of periods. But PointsBet had a lot of momentum Even prior to any sort of COVID impacts, PointsBet was growing extremely rapidly. You can see that from our results Even late into 2019, where we delivered our 1st or profitable month and delivered an EBITDA positive year there. So we have a lot of positive momentum. There has been some assistance through the dynamic that I just explained, but I'd also say that the improvement in our product, the improvement in our execution has really come on leaps and bounds in the last 18 months. Sam, I'll put you on notice thanks for that. I'll put you on notice the next question from Stephen Mayne. I'll be asking you to comment on that as well. So the question is, Shaquille O'Neal is the Australian ambassador. How have you thought about signing up more Australian celebrities and striking partnerships with local sporting clubs? Why are the operating models between U. S. And Australia still different? So the first part, Shaquille O'Neal, we did a lot of research on these matters and it might be a surprise to some at this meeting, but Shaquille O'Neal We did voice the customer surveys to our target market and our existing clients to sort of get a feel for who might be an appropriate brand ambassador to pursue PointsBet's Australia, their marketing campaign and it was very clear that Shaq crosses a lot of demographics from 21 year olds all the way through to 40, 56 year olds. So, the research came back extremely strong that if we could reach Sensible terms with Shaq that he would be a great outcome. I think it's worth mentioning in the U. S, Shaq represents maybe 5 or 6 Brands at once, he's huge over there and has represented many more brands over his journey since retirement. So For PointsBet really to have a monopoly on the Shaq profile in the Australian market, not have him representing any other brands and have him representing PointsBet was It's a great crew, to be honest. And the research that we've done post that campaign, has only reinforced that it was a very astute move. Hopefully, most shareholders appreciate the quality of the campaigns and the humor that's involved there and how we brought the Points Spread experience to life perhaps compared to some of the advertising campaigns that are out there from our competitors. Brett, what was the second part of the question, if you could just repeat that? Local ambassadors engaging local talent. Yes, I mean That's already club, so what sporting bet is. Yes. Yes. Yes. The reality is, is that NBA Basketball Football is the biggest betting sport in Australia. It became the biggest betting sport in Australian market around 2015, 2016. So While, let's call maybe people of my generation think automatically of Aussie Rules and Rugby League as the key sports, the reality is, is that NBA What if the team overtook the local sports in terms of popularity. So if you think about leaning into the strength When you have someone of the caliber of Shaq that you can get hold of and you know the appeal in the Australian market, that's the logic behind that. In terms of Local clubs and teams, there is a reality around advertising restriction and just what we can and cannot do with in certain situations. So we have a very diverse marketing mix. We have a pretty traditional marketing mix across TV, radio, press, the shareholders are aware that we're the sponsors of the Cronulla Sharks and most recently, we were announced as sponsors for next year for the NBC Eagles. So we are sponsoring a couple of the local NRI teams. There's some strategy around that and behind that. And again, As with everything we do in gender disciplined fashion. So I think we went from spending $20,000,000 on marketing last Financial year to just over $50,000,000 on marketing this financial year, that was a substantial step up, obviously, 250% in terms of marketing. So as I mentioned in my script that we're particularly pleased to step up that level in marketing Still do it without drawing on the capital of the business by actually increasing EBITDA. So really our mantra and as we've Our reason is we've spoken about to the market is we want to continue to aggressively grow the Australian business. We see an opportunity to do so. We're going to do it within the bounds of not drawing on the capital of the business. So we want to stay positive as we continue to grow. The Australian wagering market And particularly online opportunity, we see great opportunity transferring 1 offline wagering from the Tabs, etcetera, to online, but they're also digging into other forms of gambling that are currently dominated Australia, we'd like to see some transfer from the poking machine market, the casino market. We think we've got the best product when it comes to having a bet, And we'd like to see that transfer. So we see lots of opportunity to continue to grow, to win market share of our competitors, but to see The wagering market grow, I mean, particularly, I'd see some transfers from those other forms of gambling. So while we can spend marketing dollars In a disciplined way that has a positive ROI, while not drawing on the capital of the business, we will continue to grow in market. Now it's not going to grow by another 2 50% This year because as I just said, it's about getting hold of the right assets that produce a positive ROI. And so we'll continue to do that in a disciplined fashion. Hopefully, that's covered most of those issues. There is a question, Sam. I'm going to put this I'm going to put Andrew Henshall on notice for this question on read it. If If gambling reform advocates are successful in campaigning to have gambling advertising in Australia mirror the situation without a whole, which Why do we have Telstra heavily during children's viewing hours? I can probably take that, Andrew, and you can sweep up anything that I miss. Loving PointsBet. Look, we already have some pretty strong gambling restrictions here in Australia. Obviously, one of the benefits of being a licensed legal compliant operator is that you get to advertise. And there's a lot of offshore illegal operators that are happy to take clients from Australia and other jurisdictions and how we distinguish ourselves from offshore legal operators and why we pay our taxes and our fees that we pay, and obviously demonstrating our way to the market. There's already no gambling advertising between 6 a. M. And 30 a. M, So you'll notice that once a game starts, you won't see us advertise before the game starts, for For example, on the 6 o'clock music set up, you won't see it once the game starts. There's no promotion of odds during like half time, so breaks in play, there's no promotion by commentators or representatives So we're pretty comfortable with Australia does a good job of putting in place appropriate measures In your space, if further advertising restrictions sort of where they come into play, obviously, as a company that is looking to grow, You would argue that we tend to favor the incumbents that already have certain level of scale. So we obviously would not like to see that occur. And we don't believe it's warranted given the really strong restrictions and guidelines that are currently in place. So I'll ask further question here. There are Different regulations regarding political donations in the U. S, Canada and Australian gambling sectors, what are our policies on political donations? We don't we have a policy we don't make any donations. So that's another friction. There have been a lot of share dealings by Incyze over the past 18 months. Are there more intentions to sell that? Are there any constraints still in place In terms of insights being able to sell stock, during the course of the I'm just thinking about this question, but Since we listed, there's the obviously the ASX escrow rules, which inhibited pre existing shareholders, Inhibited their ability to deal with shares, that period is well and truly lapsed now. It occurs to me that during that period, there were some undisclosed shares which were freely sold by some, Including myself, to my knowledge, no one elected to sell non spread shares during that broad period. In terms of dealings, we've because we've had 2 capital raisings and 2 rights issues, There have been a number of lodgments made in detailing the directors and insiders' Change in shareholders, which is by and large been accretive, people taking up their rights and so forth. So we're really only down to the matter the one matter where the founders chose to sell some shares and they did so in very coordinated, formal, legally wrapped up, Jointly Manager Agree process, which was the founder selling parcel of Approximately $29,000,000 with shares, half to ourselves and half to an existing institutional shareholder. We We gladly took them up for $10 which was the same reference for us as the placement chair. So it was a very orthodox It's all the docs, I can think of ways to deal with those securities. And just generally speaking, The, let's, I won't say insiders, because we're talking about directors and founders here, I think, really because our trading policy is very clear that People in position of financial information, inside information can only deal window appointment after the half yearly and annual results. And even so, I require a sign off from Sam, Chief Legal Counsel, who is just still on the It's Trey and Andrew and myself, such that they we are absolutely sure that they're not privy to any Information which we can process is of course, they have embarrassment and the company embarrassment. So the only other Tracy, the last question. Are there any constraints still in place in terms of insiders Being able to sell shares, Sam kindly volunteered as the Chief Executive Officer when we sold possible shares at the time of the class. Jointly, gave a commitment to jointly managers, investors who are participating in the placement and the rights issues that they would not Selling further shares for a period of 12 months, which I think was unusually Strong and very helpful for all shareholders to get to hear him say that. Generally speaking, I've taken counsel from Some really great companies, people I know of those great companies, because all great companies, many great companies have their founders present. And there are periods of time, whether it be CSL or Westfield Holdings, Frank Lloyd wants to sell some shares. It's all about balancing your life and balancing your investment portfolio such that you're not Totally exposed to one investment, one company and potentially put yourself in a position of Inadvertently making poor judgment because we're not following the company's strategy because you're so far In 2 heavily invested in one particular investment. So I'm a lot more comfortable that we found the right balance. Founders are very important to the company going forward. They've released some cash. They might have gone from I think about 90% invested in one investment, including houses and all sorts of things and school bills to pay. And I feel very comfortable that we found ourselves in a really good position. And that's not just for me as Chairman, but it's for the shareholders. There's another question here from Stephen. It's a really question for the auditor. I'll put you on notice, Peter Plusty's Chair of the Audit Committee. You might care to comment on this than anyone else. So the question goes along the lines, given that PointsBet now has a market cap of $2,700,000,000 and is operating in 3 countries, can RSM Order to site other ASICS listed companies of the size which they ordered, sorry, that's one for RSN to chime in and one to me and the audit committee, when did we last handed the audit? And this is the time we hired a big 4 order firm. I'm just going to kick off on the I'll just kick off on the last one. We haven't intended the orders. And as a past chart of the accountant who is clearly, it was practiced in audit As it says my livelihood, I'm a bit disappointed that the accounting industry and the audit industry has shrunk To the position where we feel there's only 4 big audit firms in the world, if we were all about competition, Free trade, there should be an abundance of large order firms capable of doing those tasks. When I was growing up in order, we had The big 8 and then we had the next 8 and you actually have a lot of choice. So I'm in favor of giving I'd be in favor of if the service is satisfactory and the fees are right, I don't feel that in any way obliged to be 4. Peter? You're on mute. John, you're on mute. Sorry about that. Having come from a similar background The Brett will bet the last 30 years have been in Restructure and having been a big forefront and also having dealt fairly closely with the RSM people, not just in Australia, but in the U. S. As well. I think they do an excellent job and I think they're more than qualified to do the job and I don't see the need necessarily to go to a big four firm. We use some of the big ball firms for other things. So I think I'm quite comfortable with where we're at with Paracel at the moment. To answer the question, I think the first part of the question was what comparable size Companies we also audit as well, I actually did pull up a list just then. For the point of name dropping, We do audit Mineral Resources Limited, a company with a market capitalization of circa $8,000,000,000 We are also the auditors of Hanson Technologies, Market cap of greater than $1,000,000,000 was in the news recently of potential takeover. RSM, just for the audience's benefit, we are a top 6 Global Accounting Firm in the U. S. Where the company is expanding, we're actually top 5. We certainly have got the scale and resources to service PointsBet. PointsBet is clearly one of our key clients and they receive a lot of attention from us and I'm glad to hear both the Chairman and Chair of the Audit Committee's comments Regarding the satisfaction of our services. I'll leave it at that if there's any color. And also as I would done, we've responded to the questions on the page. Perhaps if we move to the first resolution then, which is as follows. First resolution is to the appointment of Ms. Kosher Gardiner as Non Executive Director. The resolution summary of the votes received before the meeting now appear on the screen. Crochet O'Gardner was appointed to fill a cable agency on the 3rd May 2021 and is a seasoned executive with expertise at the nexus of media, technology and digital business models. She is currently the Chief Executive Officer and Managing Director of Rick Carlson, LLC, a media and technology incubator and advisory firm, Private Rick Carlson. Cushing was Corporate Executive Director of Strategy at the Comcast Corporation in the United States. I'm delighted to welcome COSHA to the Board of her expertise and strong knowledge Bet's U. S. Media landscape and digital businesses has already provided great benefit to the company. I will now hand over to Kosher to say a few words. Thank you, Mr. Chairman, ladies and gentlemen. As Brett mentioned, my appointment as not Executive Director to the Board was announced on the 3rd May 2021, and it is an honor to seek election from security holders on my candidacy today. I bring significant U. S. Media industry and corporate strategy experience from senior roles in executive, advisory and entrepreneurial capacities. I'm currently Founder and CEO of Recastle LLC, B, a boutique media focused management consultancy and incubator, I was previously Corporate Executive Director of Strategy at the Comcast Corporation in Philadelphia industry defining companies on matters pertaining to organic and inorganic growth, digital transformation, innovation and consumer marketing. It It has been a privilege to join the Board of PointsBet and serve alongside an incredibly high functioning, skillful and respectful group of colleagues. The Board has consistently demonstrated its ability to respond to the fast paced demands of our industry, while maintaining diligence and rigor in our decision making and governance duties. With their support, I look forward to continuing to contribute my expertise to the collective skill set of the Board and help PointsBet navigate the exciting opportunities and complexities we face ahead. Thank you very much. Thank you, Karsha. The directors recommended that she always go to a fiber resolution one. Are there any questions on the resolution? I'm now looking at my screen. There appears no questions on that. Thank you. We will proceed with the resolution to be considered. Resolution 2. The resolution and the summary of the votes received before the meeting now appears on the screen. On 29 July 2021, the company announced that it had conducted a placement to institutional investors together with an accelerated Renounced all the time with retail training rights, that's training. The company issued 21,506,692 Shares at an issue price of $10 per share to institutional investors on the 6th August 2021 under replacement. The foundation from the issue of replacement shares were being used to support North American Marketing and Client Acquisition, Technology and product development, sports betting and high game, U. S. Market access and government licensing fees, Continued investment in talent and scale of operations and balance sheet flexibility. The plastic chairs were issued pursuant to ISX Listing Rule 7.1. Resolution 2 seeks shareholder ratification pursuant to ASICs Listing Rule 7.4 The directors recommend the shareholders vote in favor of resolution 2. Are there any questions on the resolution? Got a nice note here from the Australian Shareholders Association. Resolution 2, the ASA Wish to congratulate PBI for using a private eye on Renascible with try to robust method for the share issue. This is the best way to avoid diluting retail shareholders. Thank you. There's a question here from Stephen Maiman, placement question. Why refresh the placement capacity I mean, you've done such a great job doing 2 Patriots over the past 15 months. Does this suggest you're looking to do another selective placement? No, it doesn't, Stephen. The When the determination for the last capital raising was designed to give us a very long, on our view, a very long Financial runway, since that placement, Penn has taken up or issued as exercise an option And contributed another, I think, $34,000,000 to the balance sheet. So we have a really good strong balance sheet. And we've removed, I think from a market's perspective, we removed the thorny question of When next and how much will the company manage to raise? So it's really a bit beyond the The amount of capital is going to sort of allow us to survive in a competitive landscape, particularly in the United States, where we've got negative funding, Australia's positive funding, but In the U. S, it's going to put us in a competitive position for some time. Hopefully, that helps I don't see any other questions emerging. So now the questions, I'll move to the next resolution, the issue of performance share rights to Mr. Sam Frenel. The resolution and the summary of the votes received before the meeting now appears on the screen. The company is listed on the ASX Following the expansion in the United States where a number of senior leadership teams based, the Board considered remuneration practice Australia and the United States have identified some meaningful differences, primarily in the design of the long term incentive programs. The Board determined that the award of performance share rights with the award linked to performance and continuation of employment We'll provide the necessary motivation for key executives in Australia and the U. S. To invest Energy's commitment over time to create shareholder value. Therefore, the purpose of Resolution 3 is to seek shareholder approval for the purposes of Listing Rule 10.14 to grant 26,596 PSRs to Sam Swannell under the key employment employee equity plan. The directors recommend the shareholders vote in favor of Resolution 3. Are there any questions? So I'll move to Resolution 4, the issuance of performance shares rights to this demand for Gumbra Singh. The resolution and the summary of the vote received before the meeting Point 14 to grant 28,868 PSRs to manage a promising under the key employee equity plan. The directors recommend the shareholders vote in favor of Resolution 4. Are there any questions? There being no questions, I'll move to Resolution 5, Approval game plan at JAME. The resolution and the summary of the vote received before the meeting now appears on the screen. The company established the global acquisition of Matching Equity Plan, known as Game Plan, in 2021 for eligible employees of the group. The game plan is designed to assist employees to build their shareholding in the company and in doing so further align their interests with those of the shareholds The mutual long term benefit of employees and the company. Under the gameplay, employees invest their own funds into the company and then receive a proportionate number of additional rights to receive fully paid ordinary shares in the company for no additional consideration subject to certain service provisions. Californian securities law require that any compensatory plan adopted by a foreign private insurer, such as our company, must be approved by majority of the issuers outstanding voting shares within 12 months of the issuance of securities in California. If securities may be shut under the plan to more than 35 persons in California. Shareholder approval is being sought to enable the company bank office There are no questions there. I'll move to Resolution 6, Title increase in 19th year to date, the resolution and a summary that I have received before the meeting now appear on the screen. The current maximum amount of our ultimate payment of non executive director's fees in aggregate each year is 750,000. This amount was approved by shareholders prior to enlisting on the ASICS in 2019. For the purpose of clause 7.3 of the company's constitution and ASICS listing of 10.17 shareholder approvals now sought to increase the non executive during stake out by an amount of $750,000 to a new limit of $1,500,000 per annum in aggregate. It is not intended the full amount of the proposed maximum cap be used immediately, but rather that it will be set at a level to allow for growth Non executive director space over time to reflect increasing demands and responsibilities as well as recognition of the company's increased complexity Together with attracting and retaining new hard caliber, directors directors recommend Better Shareholders' Day in February of Resolution 6. There's a question being forwarded by Australian shareholders in such action. The ASA supports the increase In the feedback, we expect the detailed skill metrics in the next annual report in order to understand the skills being selected For a new directors, can you outline the process you will use for selection and confirm your move to a more diverse sport? Thanks, Sai. We will provide a greater more detail on skill metrics for an extended report. As to creating a more diverse board in the future, We've stayed pretty much in front of the we stayed in blue water on this life. We've been adding Selectively, directors at a time when we feel as though we need new skills In new areas, it's not apparent that we have So we're proud in the field in any one particular area, be it law, accounting, marketing, technology. We are uncrowded in any space. So we probably Until we have a change of geography or need for a geographic in court, let's say, Canada, We feel that we've got pretty good balance right now, both in terms of skill base and other tests for an ASICS 200 board. Hopefully, that answers that question. Thanks for your advice on the we'll be back to you next year. This is a question here from Stephen, what is the plan in terms of actually increasing Board fees? I might ask Andrew Henshaw to run with this answer because as Chief Legal Counsel, he's been involved With the prices that's looked at bench, it has really good bench backing. So Andrew, do you care to comment on that? Sure. Thank you, Brett. Yes. So in relation to that, we did have we did undertake a review of NED fees. Now obviously, We listed in 2019, and we've gone through the ASX 300 into the ASX 200. And within that time, we've expanded into obviously numerous jurisdictions, not just throughout the U. S, but also hopefully soon in Canada, and we now have a presence in Ireland as well. So as part of that, we looked at what should be the proper fee mix for directors and also what sort of fee cap or fee pool we'd need over the course Over the next several years to ensure that we're able to adequately discharge on our obligations from a governance perspective, That review came back. This one area that is quite particular that they focused in was in relation to the NED Regulatory requirements, so for the audience that's unaware, each of our directors need to go through rigorous license processes in the jurisdictions in which we're live, that's very invasive. It includes going through their entire financial net worth statements, Every card they've ever registered, every country they've ever been to, wife and husband's credit card statements. So it's a very, very heavy regulatory burden. And for each jurisdiction that we enter, often it will take several days of directors' time and commitment to provide those. Now Clearly, without licensure, we can't be licensed and without license, we can't have any revenue from North America. So a lot of those aspects were taken into account in relation to the review of NED fees, and the feedback came back was that NEDs were, at this stage, Underpaid compared to their peers, so over the next several years, we are looking to increase NED fees. The increase in the cap to 1,500,000 certainly wasn't meaning we're going to double fees. I believe in discussions with the chair and the chair of the renmin nominations committee, We certainly want it to be a lockstep process over the period of time. But as we look to engage with potential new NEDs, We obviously need to be competitive in the market for any DCs, but also people obviously go above and beyond from a regulatory burden. So To answer the question, I suppose, there's not going to be a major jump in fees from next year, but certainly there will be some moderate or modest increases, Which will be set out in next year's REM report. Chair? Thanks, Andrew. So, I think that's for the questions. We'll move to Resolution 7, which is the remuneration report. The next item on business is the adoption of the REMA report. The resolution and a summary of the votes received before the meeting now appears on the screen. The annual report for the 12 month financial year ended 30 June 2021 contains a remuneration report, Which forms part of the director's report and sets out the remuneration policy of the company and its control entities for 2020, straight 2021 and reports the remuneration arrangements in place for 9 executive directors and senior management during that period. The vote on this resolution is advisory only. We'll take the outcome of the vote into consideration in reviewing our remuneration practices and policies in the future. I'll be pleased to take any comments or questions you may have in relation to Director or Executive Remuneration Policies or the Remuneration Report. For appropriate, I'll ask the chair of the remuneration and nominations committee to respond on matters of detail. The directors recommend a Andrew, could you I just lost my vision on the questions. Sure. There's a couple of questions I can answer there, Chair. So the first question was generally in relation to voting exclusions, and this is in relation to resolutions 3 through 7, which a point set out in the notice of meeting, those also included the participants in the placement as Computershare were involved in the management of the placement as well. So shareholders can be rest assured that the relevant voting exclusions for each resolution has been applied as required. The secondary question in relation to that was, have KMPs voted or key management personnel voted on the REM resolutions, including the chair? Again, the answer is no. As part of the notice of meeting, all of those relevant votes have been excluded. So will not be counted as 4 votes. I believe that answers those two questions, Chair. Is this still on mute, Brett? Sorry. That takes us to the resolution A plus resolution for the day. The resolution summary of the votes received before may now appear on the screen. Under Section 1362 of the Corporations Act, the company may modify its current constitution by special resolution. Special resolution requires approval of 75% of the votes cast by the shareholders present or eligible to vote in order to be passed. This special resolution to amend the current constitution is proposed to ensure that the company can Convene a general meeting to be held virtually using technologies permitted by the Corporations Act and communicate and provide shelves with notice of general meeting Any document that is required or permitted to be given in connection with the notice of making using technology. Copied by its constitution to be adopted in place of the current in place of the current constitution is available on the company's website. The directors recommend the scales by the final resolution night. And there's some questions here. Stephen, Stephen Maynes I'll make a comment here. I'll just read it. Time to make these changes, allowing Allowing fully online AGMs, but can you undertake to make the full archive of today's meeting available on your website plus full transcript. Andrew, Hensch, I might get you to respond to that. Thanks, Greg. Yes, under our Corporate Governance and Investor Relations section of the website, we will have a recording of the AGM, so people can tune in and Watch it back in replay. And for those who I respect the views very much for those who I'm trying to vote against this particular motion. I understand the rationale. I'd just like to give some reassurance to shareholders. I mean, We've had I think this is the 3rd AGM since listing. We had an AGM. The first AGM was held at the Melbourne Cricket Club Ground, It was a River AGM. It was it gave an opportunity for a lot of people that turned up and Took the time out to learn about the company. It was a good opportunity for Sam's and Alan Chief Executive to explain The U. S. Is a company listed in Australia, but with lofty ambitions in the United States and other territories. So I welcome back I'm an active shareholder so far in other companies. I welcome And employ the opportunity to have an ATM in person again and make some of the shareholders really use it as a sort of a learning, teaching and analytical opportunity for everybody. So Stephen, if that helps you and others gain some reassurance, we're not Heading for the exit bill here, we're just sort of trying to deal with the law as it is, and we'll be back. So thank you. Conclusion of the meeting up, I would like to advise that shortly debating all resolutions will close. Let's just take a few minutes for people who haven't fit maybe we should finish the voting form. So Actually, while we're pausing, there's just a late question here from Mr. Vice. Question reads, You also mentioned earlier management's department expanding to 4 90 employees by next year. Will employment opportunities be created In Australia and Eastern States, and if so, what departments? Sam, I'll leave that to you or Manjit? Manjit, do you want to take that one? Yes. Thank you for that question. We are expanding both in the U. S. And the Australian centers in the product and technology side. So both of those departments in product and technology will see significant growth. We are also expanding our Trading technology team that we have acquired through Bannock Technology over the last year, we are building a 4th team there. So That will increase by 20% over the next year. That's factored in. And fourthly, we are also outsourcing certain work to cheaper development centers in India and Manila, and there is some expansion in that. But the primary amount of growth will be coming from Australia and the U. S. Development Centers. Thanks, Ranjit. I believe that concludes All various resolutions, we've had time to vote. Please note that the final results will be advised to the ASX.