Good morning, ladies and gentlemen. On behalf of the Board, I'd like to welcome you to the 2025 Annual General Meeting of The Star Entertainment Group, here in the Event Centre on the beautiful Gold Coast. I'm Anne Ward, Chairman of the Board. Today's meeting is being held in hybrid format, with shareholders having the opportunity to attend and participate at the meeting in person or online via the online meeting platform. This meeting is also being webcast, and a recording will be made available on the Company's website after the meeting. Photography, audio, and video recording is not allowed during the meeting. Moving to the formalities of the day, it is now after 10:00 A.M. Queensland time, and a quorum is present, and so I formally declare the meeting open. I would now like to introduce your Board of Directors.
In attendance today on the stage with me are Steve McCann, our Group Chief Executive Officer and Managing Director, and our non-executive directors, Deborah Page, Bruce Mathieson Jr., Toni Thornton, Peter Hodgson, and Michael Issenberg. Michael will be retiring from the Board at the conclusion of this meeting. The Board and I would like to personally thank Michael for all his work as a Director of The Star. Joining the Board today from the audience is Don Pasquariello, who will be appointed as a non-executive director once regulatory and ministerial approvals are obtained. Welcome, Don. Also with us today are Eirene Garnsey, our Group Company Secretary, subject to regulatory approval; Jennie Yuen , our Company Secretary; and Scott Jarrett, the Company's audit partner from Ernst & Young.
Scott will be available to answer any questions relevant to the auditor's independence, conduct of the audit in respect of the company's financial statements, and the preparation and content of the auditor's report and the sustainability report for FY 2025. Rachel Teo from our share registry is also here with us today, and she will be the returning officer for the poll votes. Members of our executive team are also present in the audience. If you could stand up. The executive team members will be available to meet with shareholders after the meeting to discuss any operational matters at any of our properties. I'll now turn to the procedural aspects of this meeting. For those joining online, the online meeting guide available on the Star's website explains how to participate in today's AGM, including how to vote and ask questions during the meeting.
If we experience any technical issues today, a short recess or an adjournment might be required. If this occurs, I will advise you accordingly. If there's a significant issue requiring the meeting to be adjourned to another time or date, an announcement will be made to the ASX, and details will be provided on our website. Only shareholders, their appointed proxies, or corporate representatives are entitled to ask questions or vote at this meeting. All other attendees are welcome as observers. Any questions must be relevant to the business of today's meeting. Shareholders have had the opportunity to submit questions before the meeting, and some of the more frequently asked questions and topics will be covered in my address and Steve's address today. During today's meeting, shareholders will also have the opportunity to ask questions in relation to the items of business before the meeting.
I will invite questions after each item of business has been introduced. If you wish to ask a question about a specific resolution and are present in the room today, please make your way to a microphone while the resolution is being considered. Please show your green or yellow admission card to our microphone attendant, and they will introduce you. If you're unable to get to the microphone, please raise your hand, and a microphone will be brought to you. Shareholders who wish to ask a question online can do so at any time. We encourage shareholders who have questions they wish to submit online to start sending them through now. However, questions will not be addressed until the relevant item of business is before the meeting.
To send questions through the online meeting platform, please click on the Ask a Question button, select the topic your question relates to, type in your question, and click on the Submit button. If you are participating online and wish to ask a question on the phone, click on the Ask a Question button and follow the instructions on your screen. When it is time to ask your question, the phone operator will introduce you to the meeting. Your line will be unmuted, and you'll be prompted to speak. Please make sure you mute any other electronic devices before you speak to avoid technical difficulties for you and other shareholders. To assist with the efficient conduct of the meeting, we ask that shareholders ask no more than two questions on each item of business. If you have more than one question, please ask your questions at the same time.
We may aggregate similar questions or summarize lengthy ones. As I said earlier, all questions must be relevant to the business of this meeting. As set out in the notice of meeting, voting today on items two to five will be conducted by way of a poll. Shareholders, authorized representatives, and appointed proxies physically here today will need a green voting card to vote. If you are a joint shareholder or you have already voted prior to the meeting and have elected to let your vote stand, you would have received a yellow non-voting card, which means you can speak at this meeting but may not vote. If you are eligible to vote and you have not received a green card, please see a representative of the share registry in the foyer.
As a reminder, visitors holding a red card are not eligible to vote or speak at the meeting. For shareholders and proxy holders here in the Event Centre, please complete your voting card by placing a mark in either the For, Against, or Abstain box for each resolution on your green voting card. Directions for how to do so are set out on the card. If you need to leave early, you can place your completed voting card in one of the ballot boxes near the exit. If you have any questions about how to complete your voting card, please see the share registry representative here today. Shareholders who are participating through the online platform may submit their votes on all resolutions once the poll is opened or at any time during the meeting.
Shareholders will also have another five minutes after the end of the meeting to submit or change their votes. If you require guidance on how to lodge your votes online, please refer to the online guide available on the meeting platform. If you have not yet registered to vote, please click on the Get a Voting Card button that appears on your screen and enter the information set out on the screen. If you have more than one shareholding, you will need to get a voting card for each respective holding. You can edit your voting card at any time during the meeting up until the time I declare that the voting is closed. Item five is the conditional spill resolution that will be put to the meeting for an abundance of caution. If the resolution is not required, we will disregard any votes cast on Item five.
Following discussion on each item of business, the total number of valid proxy votes and direct votes received for that item and how those votes have been directed will be displayed in respect of that item. Where undirected proxies have been given to the Chairman, I will vote in favor of the resolutions in Items two to four and against the resolution proposed in Item five, the conditional spill resolution. I will now proceed with my address, which will be followed by our CEO, Steve McCann's address, and copies of these addresses were lodged with the ASX this morning. The past financial year has been a tumultuous period for the Star.
For most of the year, liquidity was a major challenge, and the Board and management worked hard to implement a range of initiatives to strengthen the Group's financial position, culminating in the strategic investment of AUD 300 million by Bally's Corporation and Investment Holdings. This transaction was approved by shareholders at the Extraordinary General Meeting held in June 2025, June this year. I'm pleased to confirm that the final conditions to completing that strategic investment have now been satisfied. Our regulators have approved Bally's and Investment Holdings converting their investments into shares and taking control of the company. These approvals indicate our regulators have confidence in the new major shareholders and support the ability of the Star to regain suitability and financial viability. The process for conversion of the Bally's and Investment Holdings investments into shares is now underway and is expected to be completed later this week.
We have received a conversion notice from Bally's and expect to receive a conversion notice from Investment Holdings later today. Once the conversion is complete, Bally's will hold around 38% of the issued capital of the Star and be entitled to appoint two directors to the Board. Investment Holdings will hold around 23% of the issued capital in the company. In aggregate, the new major shareholders will hold around 61% of the issued capital in your company. I acknowledge the support you, our shareholders, have given us this year, while the Board and management have worked to find a pathway for a more stable and successful future for the Star, and I thank you for your ongoing patience.
I would also like to acknowledge the continued efforts of our almost 9,000 team members who, through it all, have continued to welcome guests to each of our properties every day with professionalism, care, and commitment. We have entered into multiple transactions in the last 12 months. These include the strategic investment by Bally's Corporation and Investment Holdings, the arrangement to dispose of our 50% interest in the Destination Brisbane Consortium, consolidation of ownership of the Gold Coast assets, and the sale of the Treasury Brisbane Casino Building and Sydney Event Centre. These together have provided significant additional liquidity for the Group. However, there still remains material uncertainty regarding the Group's ability to continue as a going concern with a number of critical milestones ahead. These include completing the DBC Brisbane transaction, obtaining a judgment in the AUSTRAC proceeding, and the Group's ability to restore its casino licenses.
Steve McCann will discuss these matters together with the Star's operating performance during FY 2025 in more detail during his address. My commitment during this period has been to ensure an orderly transition to the new major shareholders and strengthen the financial position of the Star. As set out in the notice of meeting, I intend to retire from the Board once the convertible notes issued to Bally's Corporation and Investment Holdings are converted into shares and relevant appointments are then made to the Board. As I said earlier, this is expected to be completed later this week. Accordingly, my re-election today is only for a matter of days. Today, I would like to reflect on the progress we have made on remediation and the enhanced governance approach at the Star.
We have made solid progress on our remediation activities during the year, which are key to a return to suitability for The Star and its successful turnaround. A new governance framework has been implemented, which allocates oversight and corporate governance responsibilities across the Group, with additional accountability and focus being taken by the boards of the companies that operate our three casinos, being The Star Sydney, The Star Gold Coast, and The Star Brisbane. The composition of these property boards has been refreshed so that the majority of The Star Sydney and The Star Gold Coast directors will be independent of The Star once regulatory approvals for those individuals are received. This year, we have welcomed to the Board of The Star Sydney Helen Galloway, Heather Scheibenstock, and Andrew Jolliffe. We have also welcomed Bronwyn Morris, Jennifer Cronin, and Kurt Schatz to the Board of The Star Gold Coast.
These changes will enable more direct and close supervision of the properties and more specific focus by the property boards in overseeing compliance with individual casino license obligations. The program of orderly board renewal also continues for The Star Entertainment Group Ltd., which is the parent company. Bruce Mathieson Jr. was appointed a non-executive director as a nominee of Investment Holdings on 10 October 2025, following the receipt of all regulatory and ministerial approvals. Bruce brings with him over 30 years' experience in the hotel, hospitality, and gaming industries. Bruce is seeking election today as a director at today's meeting, and the directors support his election. Nominees from Bally's Corporation are also expected to join the Board in coming days. On 11 November 2025, we announced the appointment of Don Pasquariello to the Board.
Don has over 40 years' experience in audit, assurance, and professional services, including a senior client service partner with Deloitte and KPMG. Don will attend Board meetings as an observer, pending receipt of all regulatory and ministerial approvals, and will stand for election at the 2026 Annual General Meeting once these approvals are received. As I said earlier, Michael Issenberg, who has been a director of The Star since July 2022, retires at the end of today's meeting. On behalf of my fellow directors, we thank Michael for his dedication and hard work over what has been a very challenging few years for the company. As I explained earlier, I intend to retire from the Board in coming days.
In September this year, the term of the manager for The Star Sydney was extended to 31 March 2026, and the term of the special manager appointed for The Star Gold Coast was extended to 30 September 2026. Our regulators noted that while The Star has made steady progress on its remediation plan, there was still further work to be done before The Star can return to license suitability. The Board and executive team have continued to drive uplifts in integrity, accountability, compliance, and risk management throughout The Star's operations. The company's focus on remediation, uplifting its culture, and regaining suitability are critical ongoing priorities and will need to remain so in the near future. I believe The Star is well placed to carry out this work. Now, at our last Annual General Meeting, we received a first strike as 43% of votes were against approving the remuneration report.
Based on proxy votes received today or up to now, with 95% voting in favor of the remuneration report, it appears that the remuneration report today will be approved by the requisite majority, and the conditional spill resolution will be unlikely to need to be put to the meeting. Given that the polls do not close until the meeting is finished, so voting will not be finalized until after the meeting, I will put item five to the meeting for an abundance of caution. If it is not required to be put to the meeting, we will disregard any votes cast on this resolution. It has been a privilege to serve as Chairman of the Star Board, and I wish the company well as it embarks on the next chapter. Finally, I would like to thank all my fellow directors for their ongoing support, guidance, and tireless commitment to the Star.
During the 2025 financial year, your Board navigated incredibly complex challenges and difficulties. During the past 12 months, your directors attended 91 Board meetings, which, as the Australian Shareholders Association noted in its recent report, is around 10 times the number of meetings of a typical ASX-listed company. I can assure you that your Board and the management team supporting it have worked extremely hard to save this company. The Star is now on the cusp of a new era, with new majority shareholders bringing new energy and fresh ideas to accelerate the transformation of your company. I wish them every success. Thank you for attending our Annual General Meeting today. I will now hand over to our Group CEO and Managing Director, Steve McCann, for his address.
Thank you, Anne, and a warm welcome to our shareholders and other attendees. As you know, the company has continued to face significant challenges in the last year and has been in a precarious financial position. Despite these challenges, our team has worked hard to stabilize the business, deliver on our remediation commitments, and access additional liquidity for the Group. Today, I wanted to provide a recap on key developments that have occurred over the past 12 months and an update on the progress we're making on the near-term focus areas we discussed at our FY 2025 results presentation on 29 August 2025. In FY 2025, the Star's financial performance materially deteriorated, reflecting, among other things, the impact of regulatory reforms, enhanced customer due diligence processes, as well as mandatory carded play and cash limits at the Star Sydney, resulting in a significant loss of gaming market share.
While gaming revenue has declined across our properties, non-gaming revenue has remained relatively stable, laying a foundation for the business to increase visitation and build back its revenue base. During the year, we made positive progress on several matters and have taken steps to access additional liquidity and to address near-term uncertainties. These matters include receipt of shareholder approval for a AUD 300 million strategic investment across three tranches from Bally's and Investment Holdings, all of which has now been received, an agreement with our joint venture partners to exit the Star's 50% interest in the Destination Brisbane Consortium and consolidate our position here on the Gold Coast, which resulted in the Star receiving AUD 45 million of upfront cash.
Once the DBC aspect of the transaction is completed, The Star will be released from its financial commitments with respect to DBC, including the parent company guarantee provided by The Star for 50% of DBC's existing debt.
Amendments to the Group's senior debt facility were agreed, including waivers from financial covenants through to and including 30 September 2025, sale of non-core assets, including the Treasury Casino Building for circa AUD 60 million and Sydney Event Centre for another circa AUD 60 million, achievement of AUD 100 million of annualized corporate cost out in FY 2025 compared to the annualized run rate in August 2024, a 24-month deferral on the reduction of daily cash limits at The Star Sydney, where the current AUD 5,000 limit had been due to reduce to AUD 1,000 in August 2025, and completion of 403 out of 578 milestones of our remediation plan as at the end of the October 2025 reporting period in line with target. Continued delivery of this plan is critical to the reinstatement of The Star's suitability to hold casino licenses.
Despite the progress that has been made, there still remains material uncertainty regarding the Group's ability to continue as a going concern. This was highlighted in the company's FY 2025 financial statements, and there are a number of interdependent events that are critical to the Group's ongoing liquidity and financial position. The successful execution of our priorities requires continued support from a range of stakeholders, including governments, regulators, lenders, and investors. I'll touch now on financial performance and liquidity. Let me start by clarifying that given we have entered into the DBC transaction with our joint venture partners, the revenue we earn from operating The Star Brisbane reflects a fixed operator fee of AUD 5 million per month, irrespective of the revenue generated at The Star Brisbane.
The cost to The Star of operating that property is currently a bit more than that, so there is currently a small negative earnings contribution from The Star Brisbane, which we expect to be eliminated over time. As a result, when I discuss revenue and EBITDA, I will be discussing The Star Sydney and The Star Gold Coast. I can assure you, though, that while we remain the operator of The Star Brisbane, we remain committed to working with our team and our joint venture partners to continue to drive the performance and success of that property and to progress our remediation program in line with the rest of the Group. As you know, there has been a substantial decline in revenue across the Group. Between FY2023 and FY2025, revenue has declined 30% at The Star Sydney and 19% at The Star Gold Coast.
We have also incurred significant costs in relation to our remediation program, which has contributed to a combined decline in EBITDA across the Star Sydney and Gold Coast of AUD 260 million over the FY23 to FY 2025 period. Despite the significant challenges faced by the business, we are working on opportunities to improve revenue, which, in conjunction with the recent cost-out initiatives and roll-off of remediation costs over the next 24 months, are expected to support earnings improvement over the medium term. Our first quarter FY 2026 update highlighted an improvement in both revenue and earnings relative to the prior quarter.
Revenue was AUD 284 million, up 5% compared to the fourth quarter in FY 2025, and Q1 FY 2026 EBITDA loss was AUD 13 million before significant items, up AUD 14 million compared to an EBITDA loss of AUD 27 million for the fourth quarter in FY 2025. Performance in the first quarter of FY 2026 suggests early signs of improvement at the Gold Coast, while Sydney performance has stabilized, albeit at depressed levels.
For The Star to deliver positive cash flow and return to profitability, we need to achieve a number of things, including embedding our revised customer review processes, our monitoring alerts and other AML initiatives, our safer gambling initiatives, and our other processes to ensure we are market leaders in eliminating financial crime and improving the safety of the gambling environment across our properties, improving our customer relationship management to ensure these processes do not deter from our business those customers who are within our risk appetite and who we want to enjoy their experience at The Star, improving our product offering and marketing to attract back the legitimate market share that we have lost over recent years, finalizing and stabilizing the various technology improvements which are necessary to enable us to drive efficient, effective, and reliable outcomes.
We look forward to working with our major shareholders and joint venture partners to drive these outcomes and restore the Star as the entertainment destination of choice in our three locations. The focus on liquidity remains a key priority, including management of our existing debt facilities and continuing to review the Star's capital structure. On 30 September 2025, the Star confirmed the Group's lenders agreed to provide covenant waivers for the September 2025 testing period. Unless further waivers of financial covenants are agreed with the Star's lenders for and beyond 31 December 2025, the Group will need to execute a refinancing of the SFA within the available timeframes to avoid a default under the terms of its senior facilities. The Group is currently exploring various refinancing options, including engaging with various third parties, and the Group will provide further updates as appropriate.
The expected conversion of both Bally's and Investment Holdings' subordinated debt positions into equity should materially assist this process. One of the factors impacting access to and cost of debt is the anticipated AUSTRAC penalty. The penalty hearing for the AUSTRAC proceeding was heard in June 2025, and The Star has no update on the likely timing of obtaining an AUSTRAC judgment. As announced to the ASX in April 2025, The Star entered into a strategic investment for a principal value of AUD 300 million with Bally's Corporation and Investment Holdings. Following the receipt of shareholder approval in June 2025, The Star received a total of AUD 233 million before 30 June 2025, with the final instalment of AUD 67 million received from Bally's in October 2025.
Relevant regulatory approvals from both the New South Wales Independent Casino Commission and the Office of Liquor and Gaming Regulation Queensland have now been received in respect of the transaction, and the parties are able to convert their notes into Star shares at any time. The process for conversion of the Bally's and Investment Holdings' investments into shares is expected to occur in the near term. As previously outlined to shareholders, once the conversions occur, there will be changes to the Star Board to reflect the majority ownership positions of Bally's and Investment Holdings. As the Chairman noted, I'm also pleased that Bruce Mathieson Jr. has joined the Board as Non-Executive Director and nominee of Investment Holdings, and I note that he stands for election today.
Bruce's deep understanding of the entertainment industry, and particularly the pubs and club sector, is an asset to the company, and I look forward to working with him and the Bally's team in further advancing the turnaround of the Star. Don Pasquariello has also joined the Board, subject to regulatory approvals, and brings extensive experience in audit, assurance, and professional services. He will stand for election at the 2026 AGM once those approvals are obtained. Another key priority for the Star is completing the transaction with our joint venture partners, including the exit from DBC, release of the parent company guarantee, and consolidation of our Gold Coast asset ownership. In August this year, we executed binding long-form documentation with our joint venture partners to exit DBC and consolidate the Gold Coast assets. Completion of the transaction is subject to the satisfaction of various conditions precedent.
There are two separate completion events for the transaction, one for the DBC component and one for the DGCC Treasury Assets and Festival Car Park components. The DBC component of the transaction, being the disposal of the Star's 50% interest in DBC, including its exposure to the parent company guarantee in relation to the DBC debt, is the first stage of the transaction. While we have made positive progress on satisfying the conditions precedent to the DBC component of the transaction, as at today's date, the conditions precedent to the transaction are unlikely to be met by the original sunset date of 30 September 2025. In light of, sorry, 30 November 2025. In light of this, our joint venture partners have requested an extension of the refinancing date for the DBC debt facility from late December 2025 to 31 March 2026.
Based on lender approval being confirmed, this would mean The Star's parent company guarantee remains on foot for this additional period, pending a release on achieving completion of the DBC transaction. If an extension to the DBC transaction sunset date is agreed by all parties, we will continue to work with our joint venture partners to satisfy the outstanding conditions, noting that if we do not meet the sunset date, in the absence of an agreed extension to the 30 November date, either party has a right to terminate the transaction for convenience. We believe that both The Star and our joint venture partners remain committed to completing the transaction in a timely manner. Delivering on the remainder of The Star's remediation program in support of the Group's casino licenses being restored also remains a key priority for The Star.
In September this year, The Star was advised that the suspension of its license for The Star Sydney Casino will remain in effect and that the manager's appointment for The Star Sydney Casino had been extended to 31 March 2026. The Star was also advised that the Queensland government had deferred the suspension of The Star Gold Coast casino license until 30 September 2026 and extended the special manager's appointment to 30 September 2026. We continue to prioritize a return to suitability, including by delivering on and embedding the key elements of the remediation plan. The reinstatement of our casino licenses is critical to improving our performance, attracting and retaining the best people, and ensuring ongoing access to capital. We will work closely with our regulators to continue to rebuild trust and to seek to establish a pathway towards restoration of our licenses.
Our team has made sound progress over the past 12 months. The road ahead remains very challenging, with many critical milestones yet to be achieved, but we have a plan, the execution of which requires continued discipline and focus. I'd like to thank the Board, our executive leadership team, and our almost 9,000 team members at the Star for their continued dedication and hard work as we continue to work towards creating a sustainable business. Finally, a special thanks to Anne Ward and Michael Issenberg, as well as our other Board members, for their outstanding contribution and resilience during a very challenging period for the Star. Thank you for your time today, and I'll now pass you back to Anne.
Thank you, Steve. I will now turn to the individual items of business in the order set out in the notice of meeting. That notice of meeting was released to the ASX and sent to shareholders requesting a printed copy on 24 October 2025. I will take the notice of meeting as read, and I will now open the poll on the poll for voting on all items before the meeting. The first item on the agenda is to receive and consider the financial statements, the director's report, and the auditor's report for the year ended 30 June 2025. The financial statements were approved by the directors and audited by Ernst & Young. In accordance with the Corporations Act, there will be no voting on this item as it is a discussion item only.
I'll now invite questions about the financial statements, director's report, or auditor's report. This is an opportunity for shareholders to ask questions about the management of the company or the company's operations in the last financial year. If you're participating online, please send through any questions now. As I mentioned earlier, Scott Jarrett, the Ernst & Young partner responsible for the audit, is available here in the room today to answer any questions relevant to the conduct of the audit and the preparation and content of the auditor's report. Shareholders have had the opportunity to submit questions ahead of the meeting. No relevant questions have been received. So
rry, we have received a number of questions. Thank you. We have received a number of written questions ahead of the meeting. Those questions which touch on the Star's economic performance, share price, regulatory challenges, and strategy to grow the business have been covered by Steve in his CEO address. Queries on process matters have been addressed by the registry with individual shareholders. I will now answer the remaining written questions we received ahead of the meeting. Eirene, could you please read out those questions?
Thank you, Chairman. The first question is as follows. Over the past few years, the company's EBITDA, revenue, and share price have all declined significantly. However, executive remuneration remains high. How does the Board justify this discrepancy to shareholders? Is the current remuneration structure truly performance-linked?
To work at the Star is to work in a very demanding environment, particularly in recent times. To ensure that the Star has set itself up for future success, we are required to attract the best talent we can to our business, including our CEO. This talent operates in a very competitive market, and we must ensure that we pay competitively to secure the right people to turn the business around. I highlighted this in my address to the AGM last year. We recognize that it's important to reward performance. The Group's long-term incentives are subject to performance hurdles, and over recent hurdles, these—sorry, over recent years, these hurdles have not been met. For the FY 2025 short-term incentive, none of the Group key performance indicators were achieved. Remuneration is performance-linked. Next question.
The second question is as follows. A number of shareholders have small holdings which are unmarketable parcels. How can they dispose of those parcels?
Thanks for that question. We do appreciate that the share price has put a number of shareholders in this difficult position, and any shareholder in that position should speak with your investment advisor to discuss your options with respect to unmarketable parcels. Are there any further questions?
Chairman, there are no further questions received before the meeting which need to be addressed.
Thank you. I'll now invite questions from the floor. I think we have a question at microphone two.
Good morning, Chair. Introducing shareholder Ian Timmonds.
Morning, Mr. Timmonds.
Let me start by saying that the following comments do not apply to Mr. Mathieson Jr. simply because he only joined the Board on the 29th of August, long after this train wreck of administration occurred. I also want to make it clear that my comments relate to the Board rather than any local staff or management who have done a good job given the uncertainties, redundancies, and cost-cutting that they have had to adjust to over this very challenging period. They are the meat and the sandwich between the Board and upset patrons. Hopefully, the new major shareholders will not repeat the actions of this Board. I normally end my comments about the Board with the words, "Shame, shame, shame." However, I will start with that this time before you try to cut my microphone off, as you warned me last AGM address.
I sold all of my shares in Star at what was a large loss for me a few months ago. However, I recently bought back a small parcel just to attend this meeting, but I doubt the shareholders will see us sent by the time this fiasco is finished, especially as the CEO said in the annual report, there remains material uncertainty regarding the Group's ability to continue as a going concern. At the 2024 AGM, I raised the issue of the completely intrusive questions on the proof of wealth form that Star is forcing patrons to complete, with banning being the result of failure to provide the answers demanded. I highlighted as examples the questions demanding details of gambling winnings for the past five years, the value of gifts and other assets, and also details of inheritance. The company subsequently produced an updated form.
Now you demand details of gambling winnings for the past five years, inheritance, and now the expanded gifts, savings, government benefits, or other assets. You are demanding even more. A preamble to the form states The Star is required to identify this information under state and federal law. Rubbish, and I repeat my comments from the earlier meeting. The former Attorney General, Yvette D'ath, stated OLGR does not routinely seek to obtain a customer's private information from gambling operators. That takes care of that of the state government. Part three, division 140 of the Commonwealth Anti-Money Laundering and Counterterrorism Financing Act 2006 simply says a reporting entity must give the AUSTRAC CEO reports about suspicious matters. I repeat, about suspicious matters.
It does not say that the reporting entity must obtain very detailed financial information about everybody, information that not even the Australian Taxation Office has, and then decide who is suspicious. That's AUSTRAC's job. AUSTRAC have bluffed Star into being their agent. The question has to be asked, is Australia becoming a communist country with government forcing business to report on citizens? Now, if AUSTRAC wishes to investigate me for laundering money or funding for terrorists, then once again, if they wish to waste their time, they are welcome to interview me and check my finances as I have nothing to hide, as do most people. However, I shall not be supplying that information to Star or any of its "related companies" as it demands. You have the right to decide who you allow into your site.
However, you do not have the right to demand they disclose their most detailed financial and personal information to you, especially when it has been proven that you fail to ensure that such information is prevented from being stolen or misused. Star have no legal right to that information, period. Now, I assume that Star are still using HWL Ebsworth as their solicitors, even after the security breach at that firm, which saw the private details of thousands of Star members and staff stolen in an online hack. Because around five months after that hack, Ebsworth representatives blithely passed the theft off, reportedly saying it was business as usual. That was in Financial Review of the 28th of September 2023.
Star have never even had the integrity to apologize to members whose details were stolen, which not only proved that they cannot be trusted not to disclose very private details, but that it arrogantly refuses to accept any responsibility for its part in the release. HWL would not have had the information if Star had not given it to them. By apology, I do not mean the chairperson literally saying, "Sorry." That is an insult, not a meaningful apology.
Mr. Timmonds, do you have a question?
Litigation has not been commenced over that breach of privacy at this point. It is simply because there may be little left to pay claimants if Star loses. We do not trust you with our information, Star, especially under the guidance of the current Board. Now, I may be incorrect, but as I understand the figure, I believe the Chairman person received a total of AUD 601,458 for the past year, and the rest of the directors received at least AUD 238,912 each. What did shareholders get for this total of AUD 1,574,606? Certainly zero dividend and another collapse in the value of their shareholding. It does not seem like a fair return to me.
I, for one, believe that they should receive nothing for their efforts based on the results. Try sharing our pain. Perhaps the shareholders of companies with large holdings in shares and which vote in favor of the Star remuneration should be looking at that of their own directors. Now, I would like to once again visit the issue of Australia Day. For at least the last three years, this company.
Mr. Timmonds, could you please ask your question if you have a question? This is not the opportunity for a lengthy monologue. Okay.
You want to cut me off?
I'll let you finish.
Okay, thank you. Now, I'd like to once again visit the issue of Australia Day. For at least the last three years, this company has not recognised the day in any way at all, not even a flag. I'm a proud Australian and am insulted that you don't have the integrity to acknowledge our national day. You take the attitude that you don't wish to upset these people calling themselves First Nations people. You are upsetting a great deal many more people who are proud of this country, who have contributed to what it is today, especially those who have fought to make our country the advanced society it is. We are very upset with the Board's decisions on this issue. You celebrate Chinese New Year.
If the company relied on First Nations patrons for its income, then it would have been broke years ago. If you aren't proud of Australia, then resign from the Board. To quote the lines from James Michener's book Space, we're celebrating one of the noblest days of our history in craven silence. How incompatible. How many here would like to see Australia Day recognized by Star? Put your hands up. Thank you. Star is never going to make any money in New South Wales given the massive increase in gaming stats to give 60% to over 60%, the incredible minimum staffing levels with massive fake fines that the Board has agreed to, betting maximums, card reply, along with all other taxes such as payroll and income taxes. I said it two years ago, and I repeat it now.
The company should just walk into the New South Wales government tomorrow and simply hand back their licence effective immediately without warning. If the government eases any of the restrictions for a new casino operator, then Star should sue them. Finally, I've written a song which actually promotes Star. However, I had no feedback or input from Star about it. Many staff who have heard it quite like it. I'm sure the Board is not interested in hearing it. The company will probably get somebody else to write one and pay them a lot of money. Any shareholder who may wish to hear mine can see me after the meeting. In conclusion, if I've managed to get this far, I say again to the Board members only, Board members only, with even more emphasis, shame, shame, shame.
Thank you, Mr. Timmonds. I didn't detect a question in there, so I think we'll move on. Are there any other questions from the floor?
Good morning, Chair. Introducing shareholder Spira Akutis.
Morning, Mr. Akutis.
Good morning, Madam Chairman. Hello, Anne. Michael, congratulations on your time, and I hope that everything goes well for you in the future. Morning, Steve. Institution shareholders, good morning. Retail shareholders, good morning. The reason I've attended is because we all have some questions. I know that as retail shareholders, we have a lower majority, but nevertheless, our voice needs to be heard. We've seen over the period that there's been a lot of problems, and we acknowledge that. Thank you for your tireless effort to all the Board members for saving the business. I know it hasn't been easy. It's been a tough, tough road. For all involved who've become partners, thank you for joining Star.
Anne, my question is, if we see over the next 12 months, two years, three years, that the uplift in the share price is not substantial to be able to at least appease both institutional shareholders and retail shareholders, would the Board collectively with the partners consider to privatise the Star Entertainment Group and pay the shareholders a premium price, privatise, consolidate, and hopefully, even with the Sydney Casino, there could be a deal done with the New South Wales government to actually purchase and own the land so that that also underpins the business instead of a lease shareholding? Is that on the books? Could that be something that would be a consideration if we don't see substantial increase and improvement in the uplift of the share price?
Yeah. Thanks for that question, Spira. Look, I think it would not be a good idea for me to speculate about what might happen in a couple of years' time, but my expectation would be that the new Board, which will be in place from later this week, will be doing everything it can to restore value for shareholders, and hopefully, the share price will reflect that. If the business doesn't turn around, I imagine that privatisation and a range of other options would be on the table and would be considered. My answer is I would expect yes.
Thank you, Anne. Just a final point. On this journey, as we're seeing and hoping, we all hope that this whole restructure and input with funding will raise the shares and across the Board on the three casinos that the business and people will come back. I spent an hour and a half touring the Sydney Casino, and that is massive. It is a massive, beautiful place. I just would like to know whether or not the Board would consider lobbying the Queensland government and the New South Wales government, preempting or being ready in case that does not happen within even the next two to five years that we see a substantial uplift in the shares, that the consideration of what I shared earlier, a premium price to shareholders and privatisation.
We have very close and regular dialogue with both the regulators and the governments in New South Wales and Queensland. We are fairly transparent, very transparent with governments and regulators about the financial challenges of the business, the operating challenges. I would expect those discussions to continue. If there are options on the table, as you've described, there would be absolutely discussions with governments around those things.
Thank you, Anne, and thank you for your tireless work. I hope the future brings a lot more prosperity for you. God bless you. Thank you.
Thank you, sir.
Thank you to the Board.
Thank you. Are there any other questions from the floor? M icrophone two.
There's a hot mic here. Introducing shareholder Richard Parentis.
Madam Chair, my experience was different from Spira's. When I last visited Sydney, I thought it was old, tired, and dirty. My question is, I'm puzzled why our company decided to dispose of the Brisbane Casino when that Sydney Casino is losing large amounts of money, as stated by the CEO, and it has a shiny new competitor less than two kilometers away. Why was the decision made to sell Brisbane rather than Sydney?
The decision to exit our ownership of the Brisbane Casino, of the property, was based on a really simple premise. We could not afford it. We had ongoing equity contributions due under the joint venture arrangements, and, as Steve mentioned earlier, a parent company guarantee for half the debt. It was a difficult decision that we made to exit our ownership of Brisbane. One of the many difficult decisions we have had to make in the past year. In terms of your comments on Sydney, I do not know that I would agree it is old, tired, and dirty, but I think there are opportunities with additional capital to significantly improve the property and deliver exceptional experiences for our customers. Hopefully, that will occur. Are there any other questions from the floor? We have a question at microphone one.
Hi, Chair. Just introducing shareholder Justin Goodfellow.
Yes. Sorry, I didn't catch your name.
Justin Goodfellow, Chair, shareholder. Thank you.
Thank you.
The main thing I'm worried about is the AUSTRAC proceedings. I think that's the whole game, and no matter how well everything goes, and everything could go well, but if that goes badly. I've lost track of that a little bit and where it is and dates and times and that sort of thing. Could you just give me a reminder of that, please?
Yes, absolutely. The claim by AUSTRAC against The Star was heard in the Federal Court in early June this year. At the end of that hearing, the judge said we could expect a judgment not before September. We didn't expect it before September. Effectively, that means it could come out at any time. We have no insight or information as to where the judge is at in writing his judgment. As soon as we're advised that a judgment is coming out, we'll advise the market. Microphone two.
Introducing shareholder Michael Greemer.
I'd like to know, how can you run a business without clientele? Sorry, I— You're losing all your customers that come to the casino. I come three, four times a week to the casino, and there are more workers than people at the casino. You have to give to get. If you don't give, you don't get. The second thing, I'd like to know if any of you board go and see how the business is running. That's why you are in this big problem. You're not earning. You're losing every day. How can you run a business like that? Yeah.
Thank you, Mr. Greemer. We have been losing customers. To turn around the business, we've got to attract the right customers back.
You attract people. You have to give them to get back. I know people gambling, and you give them a dollar, they give you two in return. You're only robbing people, taking, taking, but you're not giving. I know people because I talk to people at the casino, and I know how they're feeling. They do not get entertainment. They go and give money away.
Yeah. Yes, we've got to do better. I agree there. We have to do better to regain the people who used to come to get them to come back. To do that, we've got to provide an excellent—we've got to provide great games. We've got to provide entertainment. We've got to provide valued opportunities. I understand what you're saying, and we are working hard to do that.
The second thing, you need to check what's going on at the casino because the casino is very dirty. You shouldn't be operating that place because it's a health hazard.
Perhaps I can suggest you speak with the customer service or executive team members after the meeting if you've got—I won't ask you for specific examples.
People complain to me.
Sorry.
People complain because I talk to people, and I got involved, and people complain about the place.
Okay. Can I suggest that you speak to someone at the end of the meeting about any specific examples of health hazards.
Sorry to interfere. I hope you take notice of what we're saying. I know you're going to resign, but I don't know what the next bench is going to be.
That's okay.
Thank you for raising the issue.
Thank you very much.
Thank you. Are there any other questions from the floor? If there are no questions from the floor, I'll now take any questions from shareholders online who've sent in written questions.
Chairman, there are a number of questions online. The first one is from Steve Mabb from the Australian Shareholders Association. He has asked, "Can you please comment on your discussions with government and regulators in relation to the much tougher rules around carded play and betting limits for casinos? As you commented in your address, these seem like an unfair playing field and give large pubs and clubs a distinct advantage, making it harder for Star to return to financial health."
I think this is a question for you, Steve. I might ask you to comment.
Okay. Thank you for the question. We do obviously remain in constant dialogue with our regulators and with governments in the states in which we operate. There is no doubt that there has been a significant change in the regulatory environment, partly in reaction to the way the industry has historically been managed. I think, Mr. Timmonds, you made a couple of observations around legislation, and the legislation itself does not dictate specifically certain things that we are required to do. It provides a general framework. Historically, though, that general framework was applied in a way that did not meet the expectations of the regulators or government or society. We have had to introduce a whole series of new rules and new steps and new processes.
I agree with you that the way we've done that can be improved in some areas, and I think that we should continue to listen to feedback from our customers around how we are engaging because that, at the end of the day, is our business. It's our customers. We do need to improve that.
There are very specific requirements today that did not exist in the past. The other observation I would make about what you said, Mr. Timmonds is you pointed to something which is a critical part of our current problem, which is that there are customers who actually do have nothing to hide, who actually are within risk appetite, who are not criminals, are not laundering money, and do not have a safer gambling problem, but they do not like the intrusion of being asked the questions that we now are required to ask, and therefore they do not answer them. As a result, we have no choice but to make them inactive as customers. That is a regulatory requirement, and our failure to do so is a breach. Each breach can attract a fine of up to AUD 1 million.
Each time we omit to exclude a customer who has failed to give us the relevant information, we expose the company to further fines and a further or a longer duration of not having our licenses restored. We are doing what we need to do, but I acknowledge we could do it a lot better, and we will need to continue to work on that. As far as the question around level playing field is concerned, I think that terminology is not perhaps uniform. There are a lot of different things you interpret into that terminology. Fundamentally, the objective of the government and regulators is to eliminate financial crime and to improve the safety of the gambling environment. There is no doubt that that cannot be achieved by having a different set of rules for casinos and for pubs and clubs.
Over time, we expect that the industry and society will evolve in a direction where the rules are broadly the same for everybody and applied in broadly the same manner. That will take time. As I've said before, I think it's incumbent on us as leaders in the casino industry to get there first and to get our systems working well and to prove that a sustainable business can be built around these rules and regulations. We haven't got there yet, clearly. First step is to turn the business around and drive profitability so that we can get there. We're very focused on that. Hopefully, with our major shareholders converting into equity, that will give us some additional strength to pursue that objective.
Thanks, Steve. Do we have any more questions online?
Our next question is from Mr. Stephen Mayne. It is, "What did CEO Steve McCann think about James Packer's recent public comments about casino regulation in Australia? Does he agree that it is completely unfair for clubs and pubs to be exempt from moving to cashless poker machines when this regime is being rolled out at casinos across Australia by different state government regulators?"
I think it's very similar to the last question, but I'll give you the opportunity to comment, Steve.
I think, fortunately, my answer to the previous question means I probably don't have to answer this question. I won't comment on James's comments in the paper. I think I've addressed the question.
Yep. Thank you. Are there any other questions online?
Chairman, the next question is from Mr. James Zhao Liu. It's, "How can Bally's improve the business, and are they bringing American ideas? Will they increase the jackpots? Because they can bring more customers, otherwise people will go elsewhere because at the same level. Please hold the next general meeting in Sydney because a lot of shareholders are there."
Thanks for that question. As we touched on in the addresses, we do expect Bally's and Investment Holdings to bring considerable experience that they both have for Investment Holdings in the pubs and clubs and hospitality sector in Australia. Bally's have very extensive experience operating casinos across the U.S. and U.K. and online. We do expect there to be a lot of new ideas. We will look forward to the board and management look forward to working with the new owners and the new board to implement those ideas. I can't say what they'll be right now, but I'm sure you'll see changes.
Chairman, we have four more questions at the moment on this item as business. The next item question is from Mr. Liu. Again, it's, "How much debt is the Star Group in at the moment?"
We have, as we announced in our last quarterly update, AUD 168 million available cash in September. Since that time, a further AUD 67 million installment of the Bally's investment has come in. Our gross debt today is around AUD 350 million, excluding sub-debt, which will shortly be converted into equity.
Chairman, the next question is from Mr. Steve Mabb from the ASA.
Sorry. I think that's for the next item. Just bear with us. The online questions are jumping around a bit.
Chairman, it's thanks for a constructive engagement again ahead of this year's AGM, and thanks for the transparency around your reelection intentions. Given the pending additions and changes to the directors in the near future, can you please improve the board skills matrix provided to shareholders? We would like to see a breakdown of expert skills each director brings to the board so shareholders can vote more intelligently. Thank you.
Thanks for that question from Steve Mabb. We did have a good discussion with the Australian Shareholders Association ahead of this meeting, and they have given us some helpful suggestions about how we can improve the skills matrix. I am sure the board will consider those suggestions for next year.
Our next question, Chairman, is again from Mr. Mabb on Bruce Mathieson's election.
I think we will deal with that when we come to that item of business. No further questions. Okay. Are there any audio questions on the online meeting platform operator? Do you have any phone questions?
No phone questions at this time, Chair.
Okay. Thank you. I will now move on to the next item on the agenda, which relates to my reelection as a director. I will ask my fellow non-executive director, Deborah Page, to chair the meeting for this item.
Thank you, Anne. As previously noted, Anne retires as director by rotation and, being eligible, offers herself for reelection as a director. Anne has been a board member of the Star since the 18th of November 2022 and is the current chairman of the board. Anne is also a member of the Culture, People and Remuneration Committee, the Risk and Compliance Committee, and chairman of the Nominations Committee. She is also a director of a number of the Star's subsidiaries. Details of Anne's experience are included in the director's report section of the annual report, and her qualifications, experience, and skills are also set out in the notice of this meeting. I welcome back Anne to address shareholders and say a few words regarding her reelection.
Thank you, Deb. I'm seeking shareholder support today to be reelected to the Star Entertainment Group board as a non-executive director. I joined the board as an observer in August 2022. I was elected non-executive director in November 2022 and appointed chairman in April 2024. During my time on the Star board, I have worked alongside my fellow directors and the management team to address the many challenges faced by the Star. In April this year, we entered into the arrangement with Bally's and Investment Holdings, and they have now invested a total of AUD 300 million into the company, which has enabled your company to keep operating. We have now received approval from regulators for this investment to be converted.
As I said earlier, that process of conversion into shares is underway. Following my reelection, I intend to remain on the board only for a short period of time. Thank you for your support as we complete the transition to the new owners.
Thank you, Anne. Before moving the reelection of Anne Ward as a director, I now invite shareholder questions, starting with questions from the floor. Please move to the microphones if you would like to ask a question. I'm not seeing any questions from the floor. Are there any questions online?
Director Page, there is one question online. It's from Mr. Stephen Mayne. Thank you to Anne Ward for her service to this board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors, especially chairs. Could Anne please comment on—sorry. Could Anne please comment on what she regards as the best two decisions made during her time on the board? If she had her time again, what would she do differently?
I'll let Anne address that. Best two decisions.
Without notice, it's really hard for me to reflect on the many, many decisions that we've made or that I've participated in making while on the board. I'd have to say that the best decision by far from my time on the board is appointing the man beside me as CEO of your company. When I became chair, we were without a permanent CEO.
Those who were shareholders at the time will remember. That was an interesting period. I was truly delighted that we were able to attract someone of Steve's calibre to be CEO of this company. Steve's worked tirelessly to help save your company. Perhaps one decision's enough. Are there things I would have done differently? Absolutely. I've been reflecting on decisions over the past few years. I don't really propose to talk publicly about what those are, but I've learned a lot from my time on this board.
Thank you, Anne. Are there any other questions online or audio?
No phone questions, Chair.
Thank you. Are there no more questions on the floor before I move to the vote? I now put the resolution in item two that Anne Ward be reelected as a director of the company. I confirm that the board, with Anne abstaining, unanimously supports the election of Anne as a director. Details of proxies and direct votes received for this item of business are now displayed on the screen. If you have not already done so, please cast your vote now. I will now hand back to Anne Ward to chair the rest of the meeting.
Thanks, Deb. We will now proceed to the next item of business. Item three relates to the election of Bruce Mathieson Jr. as a director of the company. Under the company's constitution, any director who is appointed by the board holds office only until the end of the next annual general meeting following their appointment and is eligible for election at that meeting. Bruce joined the board as an observer on 29 August 2025. After receiving all regulatory and ministerial approvals, he was appointed by the board as a director on 10 October 2025. Details of Bruce's qualifications, experience, and skills are set out in the notice of this meeting. I welcome Bruce to address shareholders and say a few words regarding his election.
Thank you, Anne. Good morning, fellow shareholders. It seems to have taken a while, but I'm certainly excited to be here. Thank you for the opportunity to stand for election to The Star Entertainment Group board as a non-executive director today. No one is more invested in seeing this business succeed than our family is. I feel the weight of that responsibility, but also have the determination and conviction to see this business return as a great company for our employees, customers, shareholders, regulators, and the community. The notice of meeting sets out my skills and experience.
I've grown up in the gaming and hospitality industry and have over 30 years of experience in the hotel, hospitality, and gaming industries. It's certainly what our family does. The strategic investment by Investment Holdings and also by Bally's provides The Star with access to additional expertise and a fresh perspective. The Star's business certainly needs strong direction, focus, and action. I'm keen to work constructively with the board, management, and regulators to build a business all shareholders can be proud of. I ask for your support so we can get this company back on track and position it for sustainable growth. Thank you.
Thank you, Bruce. Before voting on Bruce's election, I now invite shareholder questions, starting with questions from the floor. Are there any questions from the floor? If not, I'll take written questions from shareholders online. Eirene?
Chairman, we've received three questions online in respect of this item of business. The first question is from Mr. Stephen Mayne. Could Bruce Mathieson Jr. comment on who will be the new chair of the board once Anne Ward retires as a director in the coming days? Who are the main players at Bally's that he and his family are dealing with ahead of sharing control of this public company, and how are they proposing to deal with minority retail shareholders once they have board control? For instance, will they launch an offer to mop up holders of unmarketable parcels?
Thanks for that question, Stephen. I'll throw to Bruce in a minute, but I think I expect Bruce will say he can't comment at this stage. As I explained earlier, later this week, once all of the subordinated debt has converted into shares, we expect there to be some additional directors appointed to the board by Bally's. I will be stepping down from the board at that time. The new board will then elect a shareholder—sorry, the new board will elect a new chairman. Bruce may have a view on who that may be, but he doesn't know what the outcome of that decision will be. I don't think that's reasonable to ask that question right now.
Of course, the market will be updated when that decision is made. Bruce, the second part of that question was who are the main players at Bally's that you and your family have been dealing with and how you're proposing to deal with minority retail shareholders. I think, again, dealing with minority retail shareholders will be a decision for the new board, and that will occur at a later time. It is not really reasonable to ask Bruce what his view on that might be. That will be for the board to determine. I think, Bruce, without putting words in your mouth, the main people at Bally's you have been dealing with are Soo Kim, the chairman of the company, and George Papanier, the president.
Correct.
Thank you. Next question.
The next question comes from Steve Mabb from the ASA. Bruce, we are happy to support your election given your deep industry experience and significant skin in the game. Can you please comment on what you see as the top few priorities for the company in the coming year?
Bruce, I'll throw that one to you.
Obviously, we need to win back the respect of our customers and work with the regulators and our team to make sure that we can do the best and fight for our customer base. We have obviously been through challenging times. It is not easy, and there are no miracles here either. Be assured we will work as hard as we can to, as I say, fight for our customers.
Thanks, Bruce. Do we have any further questions?
The final question also comes from Mr. Stephen Mayne. Could Bruce Mathieson Jr. clarify just how much his family has invested into Star Entertainment so far and how far they are underwater with the stock at AUD 10.50 today? Are they here for the long term? Also, how will he manage the conflict of interest of also being the biggest shareholder in Endeavour Group, the largest hotel poker machine operator in Australia, with his investment in the Star? Given the debate about cashless pokies, will Bruce attempt to stop Star from campaigning for hotels to suffer under the same rules we face?
There are a number of questions bound up in that question, and I'll attempt to break them down for you. I think the first question about how much the Mathieson family have invested in the company and how much they've lost, that's a private question. It really doesn't relate to the business of the meeting today. Bruce, I don't think you're obliged to answer that if you don't want to. I think the key thing that is important for shareholders to hear from Bruce is, in your view, Bruce, are the Mathiesons here for the long term? Certainly, the board and the company anticipate that the Investment Holdings investment has been made for the long term. I will pass to you if you want to make any comments, Bruce.
Thank you, Chair. I suppose at the end of the day, we love this industry. This is another opportunity. The responsibility is, I think, mainly to the 9,000 employees and shareholders here. I will be waking up every day to ensure I try my best. That is what we tried to do at Endeavour as well. The regulators play an important part, an integral part. I have certainly worked with them over a long period of time. It is hand in glove. They will steer the regulatory environment for the casino industry and the hotels industry as they see fit.
Thanks, Bruce. Do we have any further questions?
There are no further questions on this item.
Thank you. Operator, do we have any audio questions on the line?
No audio questions, Chair.
If there are no further questions, I will now put the resolution in item three that Bruce Mathieson Jr. be elected as a director of the company. I confirm that the board, with Bruce abstaining, unanimously supports the election of Bruce as a director. Details of proxies and direct votes received for this item of business will now be displayed on the screen. If you have not already done so, please cast your vote now. Item four relates to the remuneration report.
Item five, as I said earlier, relates to a spill resolution, which is only required to be put to the meeting if at least 25% of the votes cast in relation to the adoption of the remuneration report are cast against its adoption. As set out in the notice of meeting, there are voting restrictions applicable to these items. Votes cast by relevant key management personnel or their closely related parties will be disregarded unless they're holding directed proxies. As indicated in the notice of meeting, I intend to vote all undirected proxies in favor of item four and against item five. Turning now to item four, this item of business is an advisory resolution to adopt the company's remuneration report in respect of the year 30 June 2025. The shareholder vote is advisory only, does not bind the directors or the company.
Based on the proxy votes received to date, with over 95% voting in favor of the remuneration report, it appears the report will be approved by the requisite majority. However, the poll will not close until the end of the meeting. As I said earlier, in an abundance of caution, I will also put item five, the conditional spill resolution, to the meeting. The board does not recommend shareholders vote in favor of item five. If item four does pass with the requisite majority, any voting on item five will be disregarded at the close of the poll. I'll now take questions regarding the remuneration report. Question at microphone two.
Good morning, Chair.
Good morning.
Introducing shareholder Roman Kitsnikov.
Good morning, Roman.
Thank you, Madam Chairman. My name is Roman Kitsnikov, and I'm representing my personal shareholdings, my company's shareholdings, Selman and Superfund. I am also a VIP customer. The first thing in my speech, I would like to welcome Mr. Bruce Mathieson Jr. to the board. He was our biggest shareholder at a trust that, together with our biggest shareholders, Bally's, will turn this company around. Now, I would like to ask you, Madam Chairman, a question that I constantly ask by other VIPs, and I don't have an answer for it. I will ask you, what is the point to have a host that can't do anything for them? I will wait for the answer before I proceed.
Sorry, what is the point of having a host?
You see, VIPs have hosts who are supposed to take care of things for them, like organize events for them, which is nothing happening, like anything. Anything that a VIP wants, he can ask the host. His job is to deliver it. In Sydney at the moment, nothing happened. We have a lot of hosts which can't do anything for you. The question is, what's the point to have a host if he can't do anything for you at all?
There's no point in a host who can't do anything for you. My understanding is that hosts do have a role to play, do have authority to do things for you. I suggest that you approach one of the executive team after the meeting and discuss any particular concerns you've got. I can't comment on your particular experience.
Many shareholders raise the issue of losing the customer. Let me explain. The company has VIP boxes in different sporting and racing fields. This year, first time ever, no one from our VIPs was invited to Spring Race Carnival at Randwick Racecourse. We lost a couple of our diamond VIPs because one of the reasons to be VIP is to attend these events at VIP box. Now they're proud Crown VIPs who provide this box for them. This is one of the reasons why our VIP rooms look like a ghost town. Let me continue. Melbourne Cup.
Mr. Kitsnikov, we are discussing a resolution in relation to the remuneration report.
I'm getting there, and I will ask all shareholders to vote against it, even if you want them to continue to keep your spot. I'm going to explain.
Do you have a question?
I want to explain to shareholders why they need to vote against the remuneration report, why they need to go for a spill resolution. You can't answer even one question which I ask. Please let me continue.
I'll let you ask a question that relates to the remuneration report, if you have one.
I would like all shareholders to know what happened in our casinos. When you come to the board, our share price was much, much higher and had some value in it. As you admitted in June in Sydney, EGM, we have nothing left of this value, all this money gone. You want to continue to make this decision? It's unacceptable. These people, in my opinion, need to spill the board, need to let chance for Bruce Mathieson and his family and Bally's to take over control of this company.
Mr. Kitsnikov, as I've explained already, the transaction under which Investment Holdings, the Mathieson investment and Bally's, convert all of their subordinated debt into shares is in the process of completion. That's going to complete in the next few days. At that time, I will be retiring from the board. I explained that several times earlier. If you have a comment about a spill resolution, it's irrelevant for me. I won't be on the board at that time. Do you have a question regarding the remuneration report?
No, I don't have a question. As I said, I have a lot of comments.
I think we're almost through the meeting, and I don't want to cause everybody to sit here for a long time listening to a lot of comments. If you have comments you really want to convey to me and the board, you can talk to us after the meeting if you don't have a question on the remuneration report.
No question.
Thank you. Are there any other questions on the remuneration report? Are there any questions received online?
Chairman, there are two questions online. The first question is for Mr. Stephen Mayne as follows. Now that we are out of the ASX 300, are any of the proxy advisors still covering us? If so, are you aware if any recommended against this Rem report item and the reasons cited if they did? Has there been a material proxy protest vote? Please do not repeat what you said last year about proxy advisor recommendations being confidential. It is standard for chairs to summarize the issues and recommendations. It is also becoming standard for the proxy votes to be disclosed with the formal addressers, but you have not done this either.
Mr. Main, I am very happy now to put up the slide showing the proxy voting on the remuneration report, which shows that more than 95% of the votes cast have been cast in favor of adopting the remuneration report. I'm not able to say whether we're currently covered by proxy advisors. I don't believe that we are, and we're not currently subscribing to any of the proxy reports. As I say, more than 95% of the votes cast are in favor of adoption of the report. Are there any other questions?
Yes, Chairman. The final question is from Steven Mabb from the ASA. We've applied flexibility to support the remuneration report, given our view that Mr. McCann is very important at this point in time to the survival of the company. That said, we're not willing to support the lack of performance metrics and genuine at-risk structure of remuneration going forward. When should shareholders expect Mr. McCann to be more closely aligned with the risks and fate of existing shareholders?
Thank you for that question, Steve. Mr. McCann's remuneration package was approved by shareholders at the 2024 AGM. His original remuneration package we discussed extensively at that last AGM, it was for a two-year period, and shareholders approved the various elements of that package. It was unusual, as we have discussed previously, given the unusual and very difficult circumstances facing the company. That was the package that we negotiated with Mr. McCann. As I said earlier, I regard his appointment as one of my best decisions on this board. I think it was essential to turn the company around and for the survival of the company that we attracted someone like Steve. There are not many people like Steve. We did not have a lot of choice.
The current package that Steve has runs through until July next year, and at that time, we would expect a new package to be more aligned with more traditional remuneration benchmark practice. Thank you.
There are no further questions online.
Thank you. Are there any questions on the phone operator?
No audio questions at this time, Chair.
Thank you. There appear to be no more questions. Oh, sorry, we have a question at microphone one.
Just introducing Patricia Hayes-Smith.
I've been attending the casino here on the Gold Coast for 40 years. I'm currently a Platinum cardholder and have been for several years. I would like to, before I get to my question, I would like to mention Ian Brown. He is one of the few people that cares about the patrons from my point of view. He sets up meetings from time to time for the patrons to come and have their say. At the last meeting I attended, one of the main things that everybody said was their wish for Australia Day to be again celebrated by the casino. Now, about the list of questions that we have to fill in on our financial situations, they're very, very invasive. One of them, just for example, is if you inherited some money from your great aunt, what was the source of the money? How did she earn it?
I mean, who knows that? I mean, even the tax office don't ask you that sort of thing. Now, because of this list of very intrusive questions, your diamond players, which are the highest level on the coast—I can't comment on Sydney or Brisbane—but on the coast, there were originally 90 diamond players, and because of the intrusive questionnaire that dropped to last time I heard, were 30. Now, several of my friends who have filled in these forms have been hacked, and they haven't had any support from the casino to deal with the hacking. Now, my question is about the remuneration. When you are elected and you're offered very considerable packages, don't you think, like at the end of your term, when you haven't given a satisfactory performance to the shareholders, that you would maybe be a little bit ashamed to take those large salaries?
Thank you. Thank you for those comments and questions. I think, firstly, I'll just agree with you about our fabulous team member, Ian Brown, who I am reliably informed has been 40 years with this business. Congratulations, Ian. We hope Ian keeps playing the wonderful role that he has. I won't comment on your other questions. We've spoken about the obligations we have. Steve spoke earlier about the obligations we have to collect information from customers, and those are regulatory obligations. I hear the frustration from you and other questioners today. We need to get better at asking the right questions in a less intrusive way, if that's possible. In terms of remuneration, directors are engaged on a fixed remuneration. There is no bonus. There is no upside for directors.
Their performance—I understand how shareholders may say directors' performance is reflected only in the share price performance. I think that's a somewhat simplistic view. There are many, many things that directors do that are not reflected in the share price. Of course, directors work very hard to ensure that shareholders—that the company creates value for its shareholders. That is not always possible. I would say, as I have said earlier today, that your current board has worked exceptionally hard to save this company. Administration was a very real prospect during the past 12 months, and the fact that the company still exists today is largely due to the resilience and determination of the board and executive team who have worked so hard to save the company. I think we have another question at microphone two.
Hello again, Chair. Reintroducing shareholder Spira Akutis.
Thank you.
Thank you, Anne. Just a final point. If our debt component is as low as AUD 350 million + AUD 160 million or thereabouts, what backups are we putting in place? Other facilities or nurturing other partnerships to have a backup for the period of time, yes, there's AUD 300 million come in and as time goes on and as the hopefully there is an uptake in the business, as that money gets chewed up, what's our apart from cash flow, what is our backup plan in so far as is there going to be more loans that will be put in place or looking at another partner to come in to soak up those shortfalls?
I think Steve commented earlier in his address on the work underway to recapitalise the company, and we are in discussions with a range of parties at the moment about refinancing that corporate debt, and nothing has been finalised at this time, but I would expect the company will be making announcements in relation to refinancing at some point in the next coming months. That will also bring a component of capitalized interest. Is there a clear source of funding that would come in as a partner, as an example? I really can't comment on ongoing discussions.
All right. No problem.
We haven't reached a conclusion as yet, but what I would say is we're exploring all options to set the company up for success in the future.
Thank you, Ian. Just a final point. I also would like to personally congratulate Ian Brown. This man is amazing. His customer service is outstanding. Above all, I haven't met too many managers on this level that goes far and beyond to help your customers. If I could encourage the board that with Ian's style, management, education, could also put something in place as a national trainer for all of your managers and staff to follow Ian's system of welcoming people, of making people feel comfortable, and there's nothing too small or too big that Ian can't do. Thank you, Ian. Very, very much appreciated. Everybody, join me in a round of applause for Ian. Thank you so much.
Thank you, Spira.
Thank you, Anne.
Thank you. Congratulations again, Ian. This turned into an Ian Brown Fest, the Festival of Ian Brown. If there are no more questions, I'll now move that the remuneration report in respect of the financial year ended 30 June 2025 be adopted. The board recommends that shareholders vote in favor of adopting the remuneration report for the year ended 30 June. Details of proxies and direct votes received are on your screen. The last item of business relates to the conditional spill resolution. Details of proxies and direct votes received on this item five are now displayed on the screen. On the basis of the proxy voting, this resolution will be defeated, it appears.
However, the poll will not close until the end of the meeting. If you've not already done so, please cast your vote now. Ladies and gentlemen, we have now dealt with all of the items of business in the notice of meeting. There being no further business, that concludes this annual general meeting. For shareholders online, you can continue to submit your votes through the online platform for five minutes after this meeting is closed. For shareholders in the room, if you've not already done so, please complete your voting card, place a mark for, against, or abstain for each resolution, and please place your voting card in one of the ballot boxes held by the registry staff or one of the ballot boxes near the exit.
The share registry MUFG Corporate Markets will count the votes, and we will announce the results of the poll to the ASX as soon as possible after this meeting. On behalf of the Board and management, thank you to everyone who attended this meeting in person, online, and through the teleconference facility. Thank you also to all those who engaged with us by submitting questions in advance and during the meeting. For all attendees here in the event centre, I invite you to stay and join me, my fellow directors, and members of the executive management team for refreshments in the foyer. I now declare the 2025 AGM closed. Thank you.