Tabcorp Holdings Limited (ASX:TAH)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2023

Oct 24, 2023

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Welcome. My name is Bruce Akhurst. I'm the Chairman of your company, Tabcorp Holdings Limited. On behalf of my fellow directors, I welcome you to Tabcorp's 2023 Annual General Meeting. We're pleased to be holding this year's AGM here in Melbourne. Victoria is an important part of our business, and over a quarter of our shareholders are based here. On behalf of the company, I acknowledge the Wurundjeri people of the Kulin Nation, the traditional custodians of the land on which we meet today, and I pay my respects to their elders, past and present. I also acknowledge the traditional custodians of the land on which each attendee of today's meeting is situated, and pay my respects to their elders, past and present. I've been informed that a quorum of shareholders is present, so I declare the 2023 AGM open.

I'd like to begin by introducing our board of directors. Joining us today on the stage are my fellow independent non-executive directors, Janette Kendall, Justin Milne, Karen Stocks, David Gallop, Raelene Murphy, Brett Chenoweth. And next to me is our Managing Director and Chief Executive Officer, Adam Rytenskild. Also on stage is the Company Secretary, Chris Murphy. In the audience are our members of our executive leadership team and also Michael Collins, the Lead Audit Partner at our external audit firm, Ernst & Young. Before we move to the formal business of the meeting, I'd like to outline some procedural and technical matters for the conduct of today's meeting. We're holding this meeting in person and also using an online meeting platform. In both cases, shareholders can watch the presentations, ask questions, and vote during the meeting.

We've published on our website and the ASX, the notice of meeting, and there's an online meeting guide on our website. We've also published the formal speeches and presentations to be delivered today, and a recording of this meeting will be available on Tabcorp's website after the meeting. Voting on all resolutions today will be conducted via a poll. I appoint Daniel Reid of Tabcorp's share registry, Link Market Services, as the Returning Officer for the conduct of the poll. Shareholders and proxy holders who are present in the room and entitled to vote would have received a yellow admission card, which sets out the resolutions and acts as your ballot paper. You may record your vote by placing a mark in the box, either for or against the resolution.

For shareholders using the online meeting platform, you can vote by using the Get a Voting Card button and following the instructions. I declare the poll now open for all resolutions, so you may commence voting by marking your voting cards or using the online meeting platform. Votes may be cast at any time during the meeting, and you may change your votes at any time until the poll closes. I intend to close the poll approximately five minutes after the conclusion of the meeting. Details of the proxies received prior to the meeting on each resolution will be shown in the presentation slides after discussion of that item. I'm holding proxies in my capacity as chair of the meeting, and I intend to vote all available proxies in favor of all resolutions.

The final results of the poll will be lodged with the ASX as soon as possible after the meeting. Only eligible shareholders and proxy holders can vote and ask questions at the AGM. There will be an opportunity to ask questions regarding each agenda item during the meeting. For those present in the room today, any questions you may have should be directed to me by going to the nearest microphone. Please give your name to our microphone attendant, who will then introduce you when I call for your question, and you may ask your question then. If you have more than one question, please ask all your questions and then resume your seat. If you're using the online meeting platform, then you can submit questions by clicking on the Ask a Question button and following the instructions.

Questions can be submitted online now, and you don't need to wait until a particular agenda item to ask your question online. We arranged for a telephone line to be available today to enable shareholders attending online to ask verbal questions, and I'm informed by our Company Secretary, Chris, that no shareholders have opted to join us using that option. After introducing each resolution, I'll respond to questions already received relevant to that resolution, and then I'll ask for questions from those present in the room, and then any received through the online meeting platform. May I please ask that you limit the number of questions being asked and keep your questions as brief and to the point as possible and relevant to the resolutions. If you have questions not related to the items of business, then please speak to Company Secretary Chris after today's meeting.

For any technical assistance while using the online platform, please refer to the online meeting guide on our website, or phone the share registry on the number shown at the top of the screen. I'd now like to formally address the meeting. Tabcorp's 2023 financial year laid the foundations for our three-year TAB25 strategy. This strategy is intended to set up the business to grow and add value for you, our shareholders. Our TAB25 targets were set with the objective of providing attractive returns to you, our shareholders, over the medium to longer term. Indeed, all our work is designed to put in place the building blocks required for Tabcorp's success and sustainability, therefore, and thereby achieving value for you, our shareholders. While this transformation is a three-year project, we're undertaking it at pace.

In FY 2023, we focused on getting the product, policy settings, and people right to place us in the best position to achieve TAB25 targets. We're confident we're making good progress on all these elements, and while all of us would like the Tabcorp share price to be higher immediately, we strongly believe we're making the changes and improvements right now that enhance our competitiveness and place us in a winning position for the future. To get into some of the details behind these comments, we've delivered a vastly improved product with the successful launch of the new TAB app in time for our spring racing carnival last year, as promised. Since then, we've successfully rolled out a further 13 updates to our app. Closing this product gap to our competitors has been critical to improving our digital competitiveness and delivering a strong increase in active customers.

We now have more than 800,000 digital customers, an increase of 3%, 3% on the prior period, and have stabilized the market share declines Tabcorp has seen for many years. The feedback we've received from our customers has been very positive and encouraging. We'll be continuing our efforts and focus in this area. A key priority for us has been leveling the playing field, which means that instead of Tabcorp paying higher wagering fees and taxes than our competitors, we'll all pay the same. A significant consequence of a level playing field will be a greater contribution from all wagering operators to the industry and its participants. It will also allow us to compete fairly with foreign bookmakers for the first time. This will be a great outcome for all Tabcorp stakeholders.

Policy settings were enhanced with level playing fields delivered this year in Queensland, Tasmania, and the ACT, while Victoria will have a level playing field from the middle of next year, regardless of the license outcome. Since Queensland implemented a level playing field in December 2022, there's been a significant improvement in the performance and profitability of that state. During the year, we also led the policy debate around gambling advertising, advocating for the Federal Parliament's online gambling inquiry to recommend greater restrictions to gambling advertising.

Tabcorp remains committed to meeting community expectations. We believe there's too much gambling advertising. Families should not be inundated with gambling advertising while they are watching television. We remain committed to not advertising on free-to-air television between 6 A.M. and 8 P.M. next year, even if the government does not implement changes sooner.

In line with our strategy to pivot our gaming services business to an integrity services model, we completed the sale of the eBet business, which supplies loyalty systems to gaming venues. We also announced the sale of our Max Performance Solutions business, which leases electronic gaming machines to venues and provides related services. We commenced monitoring, for regulatory purposes, all electronic gaming machines in Tasmanian pubs and clubs on behalf of the government under a new 20-year monitoring license. This adds to the 121,000 machines we already monitor elsewhere in Australia. This part of our business remains a low capital-intensive, highly scalable, and valuable arm of our business, particularly as the regulatory framework tightens in this area for gaming machine operators.

During the year, we continued to enhance our people capability, bringing in new talent from within the wagering, banking, and telecommunication sectors to improve our capability and competitiveness, and to deliver a better experience for our customers. Our board's now at full strength, operating in an effective and highly engaged manner, and our management ranks have been enormously improved from top to bottom. We've reset our company values, and our culture is changing, making us much more efficient, customer-focused, and competitive, as well as creating a more engaging and enjoyable place to work. Moving to our financial performance for the year, pleasingly, Tabcorp delivered growth in revenue and profit in FY 2023. Group revenue increased 2% to AUD 2.4 billion. EBITDA increased 8% to AUD 391 million, and EBIT increased 103% to AUD 150 million.

Tabcorp paid dividends in respect of FY 2023, totaling AUD 0.023 per share, fully franked, representing a payout ratio of 60% of NPAT before significant items and equity-accounted loss, which is in line with the group's dividend payout target. We delivered disciplined cost management through our Genesis program, with group operating expenses largely consistent with FY 2022 and below prior guidance. Pleasingly, we delivered very disciplined cost control while improving our competitive position, and Adam's gonna talk more about our financial results in his address. While we're transforming at pace, it's not been at the expense of customer care and contributing to our community. A core component TAB25 is our commitment to being a leader in customer and community care. We want to set the benchmark for sustainability in our industry, and we're doing the work to get there...

This year, we announced an exciting partnership with global leader, Mindway AI, providing access to cutting-edge AI technology that will allow us to increase our customer care capability to detect and intervene to help potential problem gamblers sooner. There's no set and forget for us in this space. We'll continue to evolve as our practices, so we can have the best customer care experience in market. We're a proudly Australian company, and we take our responsibility to protect Australians from gambling harm very seriously. Accordingly, we're very keen on supporting reasonable harm reduction measures and working collaboratively with regulators to further these objectives. We want our TAB customers to have enjoyable and fun experiences in a social setting, but we also do not want our, our products to harm our customers.

During FY 2023, we were again one of the largest financial contributors to the Australian racing and wagering industry, returning to them AUD 1.1 billion. This is an important source of funds for our industry partners and contributes towards jobs, prize money, and industry-led sustainability initiatives in areas such as animal welfare, and Tabcorp acknowledges it has an important role to play in ensuring a sustainable industry. We believe foreign-owned bookmakers who ship their profits offshore and pay less tax in Australia do not make a fair contribution to creating a strong and sustainable industry moving forward. We're proud of the role we play in supporting vibrant local pubs and clubs. These venues are the lifeblood of many local communities, and at Tabcorp, we'll continue to invest in what is at the heart of many Australian suburbs and country towns.

Last year, we returned AUD 200 million to hotels, clubs, and TAB agencies all around Australia. At present, TAB's retail footprint extends to approximately 4,000 locations around Australia, and there are over 55,000 Sky TV screens, all dedicated to the TAB experience. A presence unmatched by any other wagering operator. We recently published our 2023 sustainability report on our corporate website, outlining all our many achievements for the year. While FY 2023 achieved many goals, we also accept there's more work to do. We've closed the product gaps, but during the next two years, we want to become a product leader. We've stabilized market share, but in the next two years, we intend to grow market share. We've got ROIC targets that, when met, will deliver greater returns to you, our shareholders.

We're building a new culture and creating a great place to work, with engaged and energized people who want to do the right thing by our customers and stakeholders. The foundations laid during year one of our three-year TAB25 journey have positioned us well to grow into a much more valuable business. Before I hand over to Adam to speak further to our FY 2023 group results, I'd like to acknowledge that some shareholders have raised questions regarding aspects of our remuneration arrangements, and this has resulted in a lower than expected vote in favor of this year's remuneration report. I'll cover this in more detail later in the meeting at that item, but I'd like to provide some observations and context to the board's decision-making process in respect of remuneration matters.

Since the demerger in June 2022, the business has been embarking on a significant three-year transformation program under TAB25 strategy. This strategy culminates in FY 2025 with a clear set of targets. The board has been very focused on maintaining alignment between management and shareholders, and has implemented what it believes are appropriate incentives against demanding targets for management to deliver the expected benefits for shareholders. Importantly, our long-term incentive plan adopts appropriately challenging targets aligned to TAB25 strategy. If these targets are met, they'll deliver material growth and value for shareholders. We see it as very important that management incentives completely align to our strategy and end objective of growing shareholder value. This is a very disruptive period for our company.

The board's very conscious of the need to deliver long-term financial outcomes for our shareholders, but also to retain, motivate, and reward management to do the work to achieve this. To achieve our shareholder goals, we prefer to have a first-class team of experienced executives who are fewer in number, so our cost objectives are achieved, while having great talent working for us on the TAB transformation and TAB25 goals.

We're pleased with the progress we've made towards getting this team, which is now largely in place and operating very well indeed. In determining remuneration outcomes for the year, the board has sought to balance financial and non-financial performance, the unique strategic context in which the company is operating, and the need to retain and continue to motivate management to deliver the complex turnaround strategy. Rest assured, the board takes feedback from shareholders on remuneration matters seriously.

Following the outcome from today's meeting, we'll carefully consider this feedback as part of the review of remuneration arrangements going forward. In conclusion, FY 2023 was a successful first year of our three-year TAB25 transformation journey. We completed the foundation year with better products, better policy settings, and a stronger team of people to position us for growth. The challenges of the coming year are not lost on us. The economy is softer, and Australians are spending less. But our products have improved, and I'm confident we have the right strategy for Tabcorp to grow, and most importantly, add value for you, our shareholders. Tabcorp is moving at pace. We're a very different company today from what we were 12 months ago, and we'll be different again next year. We're doing what we said we'd do, and we're delivering on our promises.

Before I finish, I'd like to acknowledge and thank our team members for their extraordinary efforts in delivering a successful foundation year for TAB25. This has been an intense period of change for our organization. Our people have been at the forefront of relentlessly driving this change, with a focus on delivering the benefits of TAB25 for our shareholders, while also delivering exceptional experiences for our customers. We know it's hard work, but much has already been achieved to be proud of, and success against our TAB25 goals is not far away.

So thank you once again. Finally, let me thank you, our shareholders, for your continued support as we transform the company. We really appreciate your interest, your engagement, and of course, your use of the TAB app. We take our responsibility to you very seriously, and we're giving everything we can to ensure a great outcome. I'll now hand you over to our Managing Director and CEO, Adam Rytenskild. Thanks, Adam.

Adam Rytenskild
Managing Director and CEO, Tabcorp Holdings Limited

Well, good morning, everyone. It's great to see you all. Let me say from the outset that I'm absolutely confident in our transformation. One year in, I'm seeing what I need to see to know that our strategy is right. We're turning TAB into a compelling and growing brand again. Australia will be a level playing field for TAB, and we're becoming an efficient, competitive, and energetic company. We know we're on track, and we're not gonna rest until we're done. Let me remind you what TAB25 really means in its most simple form. We're taking our power back to create a simpler company with a cherished Australian brand and a healthy P&L. A healthy TAB will benefit Australian punters with the best betting experience.

It will also benefit local pubs and clubs as we invest more into them, and it will also benefit the community because we're strongly committed to harm minimization and to being proactive, working with regulators and governments to ensure a safe gambling ecosystem. We're dead serious about that. Of course, it will be wonderful for us shareholders because this company will be healthy, growing, and more valuable. During the year, our new TAB app was not only launched, but we've updated it 13 times in the past 12 months. No longer is there a question on whether we can bring things to market quickly. We've demonstrated we're doing this, and we've continued to improve on this agility. We've created new TAB products like Same Game Multi, Same Race Multi, along with Bet's Friends. Our app is simpler, and it's faster to use.

We believe the betting information in the app now is the best in market, with features like new racing feed and NBA Stat Center are great examples. Now we have great product. We're repositioning the TAB brand with a fresh new feel and brand campaign. We've become more sophisticated in the way we speak to our customers with the creation of a new data analytics team led by data scientists. And as Bruce mentioned, we've made substantial inroads on the path to structural reform. A level playing field was legislated in Queensland. This has immediately delivered a more profitable Queensland business and created a healthier, more sustainable platform to grow our customer base. TAB remains the only wagering operator in Australia with a complete wagering ecosystem. We connect digital pubs, clubs, and media into one community that gives customers the ultimate racing and sport entertainment experience.

Part of that includes upgrading our retail venues, and we're rolling out the first wave of upgrades to key TAB venues as we speak. Most importantly, we released our TAB25 targets. This is a light on the hill that has been instrumental in changing the culture and creating a new focus for our business. We're a united team, and we're all working towards 30% market share, OpEx of between AUD 600 million and AUD 660 million and 10% ROIC. Now, many companies keep their internal targets private. We're comfortable in making our targets public. We want you on our journey with us, so when we've reinvented the business, you've been with us every step of the way. Moving to our financial results. As Bruce mentioned, FY 2023 was a solid financial year. Group revenue, EBITDA and EBIT all increased.

We worked hard to deliver that, and we're very conscious in every decision we made... Wagering and media revenue increased 2% to AUD 2.2 billion, and EBITDA increased 7.3% to AUD 308 million compared to FY 2022 pro forma. Gaming services revenue increased 3% on a pro forma basis to AUD 204 million, and EBITDA increased 13% to AUD 83 million. Our Genesis program is delivering a more efficient organization. FY 2023 group OpEx of AUD 618 million was down 1% on FY 2022 pro forma and below prior guidance for 2%-3% cost growth. This is an outstanding achievement for the business and highlights our absolute commitment to being a leaner, more agile business. No longer is our ability to control costs a question mark for this company.

I've mentioned at length over the last 12 months that we're transforming. We want to win the game by creating the best integrated customer experience. We'll shape the game by achieving structural reform and pivoting our gaming services business to an integrity services model, and we're changing the game by creating a culture of accountability and performance. And culture's really important. Culture's infectious, and that's why we've created a new set of values for our people: Play fair, spark change, and raise the roof.

While much of our focus is on transforming wagering and media, our gaming services business continues to perform well. We're successfully pivoting to an integrity services model, where we monitor gaming machines for the government, a critically important role in a tighter regulatory environment, and we're selling our businesses which own and lease poker machines. As Bruce said, we're well aware there's more work to do.

This is a three-year transformation, and we're one year in. We must keep our shoulder to the wheel until we're done, and you can rest assured that will be the case. Earlier this month, we released a trading update for the first quarter of FY 2024 against the backdrop of a softer wagering market and softer macroeconomic environment, which you can see on the slide. More recently, we've seen an encouraging start to the major races of the Spring Carnival, including the TAB Everest and the Caulfield Cup. Our tote innovation through World Pools, in partnership with the Hong Kong Jockey Club, cements our position as the market leader in racing and resulted in the Caulfield Cup and TAB Everest global pools being the third and fourth largest tote pools this year anywhere in the world.

It's true that the wagering market's soft, but I'm very pleased with our improving competitiveness and the momentum we're creating in our brand that's more connected with our customers. Our competitors would love us to take our foot off the pedal in a soft market, but we will not. We'll stay the course, and we'll stay focused on what we're creating for the long term. That's how we'll create the most value for you and be assured that we're in it for the long term. Every customer we retain or acquire today will be even more valuable as each state becomes a level playing field. We now turn all eyes to the Spring Carnival with our 13th app update live, and TAB is again the official wagering partner of the Melbourne Cup Carnival. This is an opportunity for TAB to shine in racing.

We continue to be relentless in the way we execute our TAB25 strategy and remain focused on making the right decisions for the long-term success of the business. As Bruce mentioned, the pace we move at will not be at the expense of customer care. Our Mindway AI partnership uses global cutting-edge technology so we can spot changes in customer behavior faster. This is critically important. Every wagering operator has a responsibility to do all it can to keep customers as safe as possible. This is an absolute priority for us. I also strongly support Bruce's comments around gambling advertising, which is why I attended the Federal Parliament's inquiry into online gambling and advocated for reforms. There's too much gambling advertising on television, and the community rightly expects more from their wagering operators. I'll conclude where we started. We're transforming our business.

We're moving faster, and we have a laser focus on our TAB25 ambitions. Don't take my word for it. Judge us by our actions. We said we'd launch a new TAB app, and we did. We said we'd launch new products, and we did. We said we'd deliver structural reform, and we have, and are absolutely committed to further structural reform. We said we'd pivot gaming services to integrity services, and we have, and that's only the start. There's more to do, and our people are at, absolutely at the heart of that. I want to acknowledge our people because they've worked incredibly hard to create positive change through the demerger.... delivering a smooth Lotteries, separation from Lotteries, a strong foundation year with strong cost management and much faster speed to market.

We're nothing without our people, and our fantastic Tabcorp team is the engine room of this transformation. Tabcorp looks different, it feels different, and it is different because of our people. This is their transformation, and I celebrate them for it. On a personal note, I've been with this company for 23 years. I'm proud of that, and I know every part of it. I know every part of the market, and I know what's possible for us.

That's the foundation of TAB25 strategy. I'm absolutely committed to growing this company and making it more valuable for us, the shareholders. In 2025, at the conclusion of TAB25 journey, you will see what this company is truly worth. We've put our targets out there. "We're on" is our slogan, and we're on at Tabcorp, and you're all on the journey with us. I look forward to bringing you more progress over the next two years of TAB25.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thanks very much, Adam. We now come to the formal business of today's meeting. The notice of meeting's been published and made available to shareholders, and I'll take it as read. Each of the resolutions to be put to the meeting will be moved in the order set out in the notice of meeting. At the end of each item of business, I'll respond to questions. I encourage you to now submit online any questions you may have for any item of business. May I once again ask that you keep your questions relevant to the agenda items? The first item on the agenda is to receive and consider the financial report and the reports of the directors and of the auditor in respect of the year ended 30 June 2023.

These reports were approved by the board and were included as part of the annual report released on the 24th of August 2023. They're also published on our website and the ASX. While this item is not subject to a vote, in a moment, I'll respond to questions from shareholders regarding the financial report and reports of the directors and auditor, and the performance of the company over the past year. Ernst & Young is the company's external auditor, and as I said, Michael Collins, the partner of Ernst & Young, who signed the audit report, is present today and available to answer questions which should be restricted to him for audit matters. The resolution is now open for discussion. I'll ask Company Secretary Chris to read out any questions received prior to the meeting in relation to this item.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Thank you, Chair. We received a question on this item from shareholder Ms. Natasha Lee, who asks:

Natasha Lee
Shareholder, Tabcorp Holdings Limited

"While the company has female representation of over 40%, there does not seem to be any targets or commitment by the board to include other forms of diversity on the board. Will the board commit to broaden the diversity on the board so that it better reflects society and stakeholders?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you for your question, Ms. Lee. We recognize companies are likely to be most successful when decision-making reflects a diversity of thought, backgrounds, and experience. In refreshing the board following the demerger, a key priority of the board was achieving a balanced and diverse board in terms of gender, age, background, skill, and experience, which align with the group's strategy. Tabcorp is a 40/40 vision signatory and is committed to achieving gender balance within the board, the executive leadership team, and the wider organization. I'm pleased to say we're on track to meet those commitments. We don't believe setting formal targets for other forms of diversity for the board is the right approach for our company for a number of reasons. We're obviously a relatively small board, so we need to be able to ensure we have the right skills and experience represented on the board.

There are also some unique challenges we face as a company in the heavily regulated gambling industry, including the requirement of directors to undergo extensive personal probity checks. This means the pool of potential candidate directors is smaller than for some other listed companies. Chris, any other questions?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, we received another question from Ms. Natasha Lee, who asks:

Natasha Lee
Shareholder, Tabcorp Holdings Limited

"While Tabcorp is committed to achieving net zero by 2050, given the relatively small carbon footprint of the company, I wonder if the board could be a little more ambitious in achieving net zero?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you again, Ms. Lee. We've set scope one and two emission reduction targets, and we're doing the work to meet those commitments. We're also working on a number of initiatives to accelerate the decarbonization of our business as part of our net zero plan. This includes looking at opportunities for solar generation and battery storages at some of our largest facilities and transitioning our fleet to hybrid and electric vehicles. In addition, we've commenced work to help us manage and mitigate emissions related to our suppliers, recognizing this source of emissions is a bit harder to abate given the reliance of actions by third-party organizations outside of our control. Chris, any more questions?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, we received a further question from Mr. Michael Watson, who asks:

Michael Watson
Shareholder, Tabcorp Holdings Limited

"I'd like to know how Tabcorp intends to improve on the dividend result. I know there were collateral effects that resulted from the demerger, but that can't continue as a reason for poor performance.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you, Mr. Watson, for your question. Delivering sustainable returns for our shareholders is a core focus for Tabcorp and its board. We paid dividends for FY 2023, totaling AUD 0.023 per share, fully franked. This represents a payout ratio of 60% of NPAT before significant items and an equity accounted loss, which is in line with the group's previously announced target dividend payout ratio of 50%-70% of NPAT before significant items.... Through our TAB25 strategy, as we've said, we're transforming our business, and we're intent on creating a more valuable, growing company for our shareholders. So I'll now turn to any live questions here in the venue. Is there anyone here who'd like to ask a question? Please come forward to the microphone.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, I would like to introduce Mike Muntisov from the Australian Shareholders Association.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Good morning.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Yeah, good morning. My name is Mike Muntisov. I'm a volunteer representing the Australian Shareholders Association. Today, I hold proxies from 207 shareholders, accounting for approximately 3.4 million votes, which in aggregate, is equivalent to the 19th largest shareholder in Tabcorp. I had a couple of comments and a question. First, the ASA welcomes that the company conducted a competitive tender for its external audit services this year. We believe this is an important exercise that all companies should conduct on a regular basis, so kudos to the audit committee.

With regard to the Strategy TAB25, we like that you have set understandable, concrete targets and timelines in the strategy. One of the measures is a target for operating expenses of between AUD 600 million and AUD 620 million. What is a little unusual about this target is that you have a range, AUD 600 million-AUD 620 million. One might interpret that you're encouraging management to keep operating expenses above AUD 600 million. Can you elaborate on why you selected a target range and not just a maximum limit?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Yes. Thank you for your questions. Can I call you Michael? And also for your recognition of the work, the audit committee and other things we're doing at Tabcorp and TAB25 targets, et cetera. We appreciate that feedback. In relation to our expenses, this is in a context where the company's expenses have been steadily growing over years, and we've said that we intended to put a stop to that and control our expenses. And you'll see that in the financial year that's just passed, we actually came in below the targeted number for expenses. So the first thing was, let's control our expenses and make sure that they're not continuing to grow as they had for many years. That's been achieved. A lot of work went into achieving that target.

The next round of work requires a lot of reengineering of the business, processes within the business, how things are conducted within the business. That work's ahead of us. Exactly how much costs can be taken out and when that will come is part of the task that management have ahead of them. These are changing fundamental ways the business has worked for decades.

So actually, being terribly precise about the exact cost element would seem to be a little bit too ambitious or not realistic, given we don't exactly know how much each program is gonna deliver. But we're clear on what the aggregate has to be and the work that needs to be done to get there. So there's a huge amount of work going on, and we'll continue to update you. The basic message, though, is we've got targets, the work's got underway, and the objective is to keep tight control over our costs.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Yes. Can I follow up?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Sure.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

I think my question really was... I understand all that.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Okay.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

The question was-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Just one sec. Can somebody turn their phone off over there? Thank you.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Yeah. I'm just curious to know, the way the targets have been set, it actually encourages management to make sure that operating expenses stay above AUD 600 million, because you've got this range. So the target is not achieved if you, for example, you achieve operating expenses of AUD 590 million, you fail the target.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Correct.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

That's the incentive management is working towards. I'm trying to understand why you're incentivizing management to keep operating expenses above AUD 600 million, especially given what you've just said, which is that you're sort of not sure where it's all balancing out, and yet you're incentivizing management to keep operating expenses above AUD 600 million.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Well, because the target could have been AUD 620 million, but we're trying to incentivize management to do better than that. So there's a range, and being really precise about exactly where that will land is uncertain at this point, but it's not gonna be AUD 690 million, it's not gonna be AUD 700 million, it's not gonna be ever-increasing double-digit expense growth.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Okay.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you. Are there any other questions here in the room?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, introducing Edgar Sankers, shareholder.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Good morning, Mr. Sankers.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Good morning. I have sort of like two questions. My dividend statement said I had AUD 0.01 cents dividend this time in September. Is that correct?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Your dividend statement... Well, we'll need to check your dividend statement-

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Yes.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

- separately to ensure that it's correct.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Right. Are there other dividends added on to that? Because in here it says there's a 1%-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

AUD 0.01 .

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

AUD 0.01

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Correct.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

dividend that we got in September.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Correct.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

I only remember seeing a AUD 0.01.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Well, well, that

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

To me, that means it's a little bit different.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Okay, look, we'll look at your one specifically. If you can talk to Company Secretary Chris after the meeting, he'll check your dividend statement specifically for you.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

I don't have it with me, but as I said-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Yeah, okay.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

I've looked it on the internet, and it says that the dividend was a AUD 0.01 dividend.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Okay, we'll check-

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Which basically means AUD 0.10 for every 1,000 shares.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

We'll check, we'll check your dividend statement-

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Right.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

to make sure it's correct.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

The other thing was that you've got AUD 2,400+ million dollars worth of net of profit.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Of revenue.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Of revenue, sorry.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Right.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Your net profit was AUD 66 million. What happened to the difference between the AUD 2,400 million and the AUD 66 million?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Yes, if you look in the annual report, which you have in your hands-

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

Where did you spend it all on? Sorry.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Yeah, there's... I mentioned there's AUD 1.1 billion that goes to the industry. There's about AUD 200 million that goes to the pubs and clubs and agencies.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

This doesn't-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

There's AUD 500 million that the government receives in various taxes and charges that they take. And then running the organization, there's AUD 300 million that are staff costs and so on for Tabcorp. So we do produce and have to generate a huge amount of revenue that funds the industry, that pays government taxes and fees that other companies don't pay, and that's why we mention this about the foreign bookies who don't pay these charges. And then what's left over goes to running our business and our shareholders. So our objective is to reduce as much of those as we possibly can while growing the top line so that it comes through to a better result for the shareholders.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

It just seemed a bit excessive to drop it from AUD 2 billion to AUD 2000 million or just, to AUD 2000-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you.

Edgar Sankers
Shareholder, Tabcorp Holdings Limited

-million to...

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Are there any other questions here? If not, I'll ask Company Secretary Chris. There is one. Sorry, come forward, please.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, I'd like to introduce Frank Baldino.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Good morning.

Speaker 12

Morning. Chair and board. You reiterated quite often about protecting gamblers from overspending.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Protecting?

Speaker 12

Gamblers, you know-

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Oh, yes.

Speaker 12

punters from, you know, going over their limits. Well, my experience was rather poor with Tabcorp. I've had a telephone account for yonks, years and years and years, and I was a, what we'd call a AUD 0.50 punter. I used to punt for fun. Anyway, a few years ago, unfortunately, through health issues and a rather deteriorating financial position, I wasn't able to keep up my betting habits. TAB introduced a minimum bet of AUD 10 if you used a telephone account, which became rather onerous for me after a while. For a few years, because of this, betting was the last thing on my mind. Anyway, last year, Tabcorp started issuing statements. I got my statement, I looked at it, and there was an amount deducted.

I said, "I can't remember betting," but, you know, at my age, sometimes you don't remember everything you do. So the next month, I looked, another deduction. So I said, "I knew I never had a bet this time." So I phoned up Tabcorp, got a gentleman on the phone, and he said, "Oh, because you haven't used your account for X amount of time, there's an account fee of AUD 5." "Well," I said, "on the statement, there's nothing that shows a fee. You've just shown me an amount that's been reduced." "Oh, it's in the terms and conditions." "Well," I said, "I opened this account years ago when I went in just over the counter. You opened an account, and they gave the account.

I don't remember getting a terms and conditions clause," he said. "Oh, well, that's the way it is." Anyway, and he said, "If you don't bet, you'll keep losing this AUD 5 every month." So not happy, so I went to Consumer Affairs and put my case to them. Lo and behold, a few weeks later, I get a call. Gentleman says, "Oh, we've looked at your account.

We're going to reinstate all your deductions." So then I explained to him about the AUD 10 minimum bet, and then he went into me, and he very kindly showed me that if I used my telephone, my phone with the TAB app, that I didn't have to bet that way, which was very handy. But I found it very immoral and sneaky that Tabcorp kept deducting that money and yet never showed it in my statement. With you reiterating how you are looking after responsible gamblers and responsible gambling responsibly, I found this very disappointing.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Well, I'm, I agree. I'm very disappointed to hear that you've had that experience, and, personally, I can, very much empathize about forgetting things, 'cause I certainly do. But, I'm glad that they've adjusted your account and so on. A lot of work is being done to try and improve the Tabcorp processes. This is why it's TAB25 journey we're on. We haven't got everything right today. We absolutely have not. I'm glad that they've responded, and we'd like you to have a good experience with Tabcorp. If you've got further issues to do with your account and the experience and so on, can we just, can Chris talk to you after the meeting and, deal with those specifically?

Speaker 12

Yeah, just one thing. I just wanna know if Tabcorp is gonna keep that clause in too, that other people who don't use their accounts are gonna keep losing this fee.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Yeah, I-

Speaker 12

That's all I wanna know, if that's gonna be Tabcorp's policy, which I think is very wrong.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

I understand what you're saying. I'm not familiar with that policy specifically, so we'll definitely take that on board, value your feedback, and have a look at it. And we'll take your details and give you a specific response.

Speaker 12

Thank you very much.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you for raising it with us. Anything else here? Otherwise, I'll ask Company Secretary Chris if there are any questions via the online meeting platform.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, there are no questions received online for this item.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Okay, as there are no more questions, that concludes this item of business, and we'll move to the next item on the agenda. The next item of business relates to the re-election of directors and the election of directors. Firstly, item 2A on the agenda is my re-election as a director of the company. I'll therefore hand over to Raylene Murphy, who'll chair this part of the meeting. Thank you, Raelene.

Raelene Murphy
Non-Executive Director, Tabcorp Holdings Limited

Thanks, Bruce. This item of business is the re-election of Bruce Akhurst as a director of the company. Bruce has been a non-executive director of Tabcorp since July 2017, and chairman since June 2022. He retires in accordance with the constitution, and being eligible, he's offered himself for re-election. Bruce is chairman of Tabcorp's Nomination Committee and a member of the Audit Committee, the Risk, Compliance and Sustainability Committee, the People and Remuneration Committee, and the Technology Committee.

He is considered by the board to be independent. The board considers that in new Tabcorp's foundation year, Bruce has brought enormous leadership, wisdom, energy, and has demonstrated his absolute commitment to TAB25 strategy. The board, accordingly, with Bruce abstaining, unanimously supports the re-election of Bruce Akhurst as a director of the company and recommends that shareholders vote in favor of this resolution. I'll now invite Bruce to address the meeting.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Well, thank you very much, Raylene. After work yesterday, Adam and Paul, our operations lead, who's sitting here in the meeting, took the directors to the Bell Hotel in South Melbourne. We wanted to see the updated Tabcorp venue and the experience that was underway in the new venue. Most interesting was the discussion we had with publican Sam, a visionary entrepreneur type. He was effusive in what Tabcorp was doing for his business, and while we can see the impact in new customer numbers and turnover, Sam could see it in the number of parmies he was selling and the number of pots of beer. I asked him how the relationship with Tabcorp was now. His response? "Mate, it's elite." He said the new app, the fit-out, and the venue mode are fantastic.

So for me, this was a single example of the importance of our retail footprint of 4,000 premises, not only for publicans like Sam, but for all our customers, and how important these retail licenses are that Tabcorp holds. Imagine all those retail licenses and all those premises firing like Bell Hotel here in South Melbourne. It illustrates the importance of retail licenses and the unique advantage it provides to Tabcorp. I'm committed to seeing our plans through. We've talked in detail TAB25, and there's lots of targets, and metrics, and measures, and so on that we've published. The vision I see in my mind is that we have millions of customers enjoying their experience using Tabcorp's products. We have partners like Sam all over Australia, running vibrant and successful local businesses.

We have competitors losing customers to us and fearing Tabcorp as they continue to crash and burn. We have our regulators respecting and trusting Tabcorp to do the right thing and work to minimize harm with them. We'll be providing great careers for our team of first-class, motivated, and engaged people, and it'll be a sought-out place to work. It will be an employer of choice. For our shareholders, you, I see you being proud to invest in Tabcorp and what we're doing, staying on the journey, and loving receiving the superior returns that are ahead of us. This is my ongoing commitment. I feel very confident in our team.

I love working with our excellent board and feel very aware and conscious of the responsibility to you, our shareholders, who are waiting, waiting patiently for the payoff while all this very hard work goes on to make this vision real. I'm committed to you to do everything possible to bring this vision to life, and I really appreciate your support. Thank you very much.

Raelene Murphy
Non-Executive Director, Tabcorp Holdings Limited

Thank you, Bruce. There were no questions on this item received prior to the meeting, so we'll move now to questions from the audience. No questions? I will now ask the company secretary if there are any questions via the online meeting platform.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Thank you, Raelene. We've received one question from shareholder Steven Main, who asks:

Steven Main
Shareholder, Tabcorp Holdings Limited

"In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the U.S. and the U.K. Dual-listed companies like News Corp and Rio Tinto all do this due to the laws in the U.S. and the U.K., and BHP has continued to do it even after it ceased its dual listing structure. Can the chairman comment on whether Tabcorp will follow the TWE lead and move to annual elections of directors, at the next AGM?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you, Mr. Main, for your question. It's not something that we've actively considered, to be perfectly frank. You're the first person who's suggested that to me. We'll go away and have a look at what's going on in the U.S. and the U.K., and if we think it makes sense for Tabcorp, we'll come back and advise. But at this point, I have to advise, we haven't given that any thought at all.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

We have received a further question from Steven Main, who asks:

Steven Main
Shareholder, Tabcorp Holdings Limited

"It's great that our relationship with Sam at Bell Hotel is great. How are we going with Endeavour Group and the Mathieson family at the moment? Is our position protected as board control of the biggest pubs group in the company plays out? What impact could the Endeavour fight have on Tabcorp, and what is our current relationship with Endeavour?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Could I ask, I might ask Adam to talk about that item, the Endeavour Group.

Adam Rytenskild
Managing Director and CEO, Tabcorp Holdings Limited

I'm happy to say we've got a good relationship with Endeavour. We're partners with Endeavour in terms of TAB and some of our other products, and we enjoy a good relationship, and we expect that to continue.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

There are no further questions for this item received online.

Raelene Murphy
Non-Executive Director, Tabcorp Holdings Limited

As there are no more questions, we've now finalized discussion on this item. The proxy votes received prior to the meeting in relation to this resolution are shown on the slide presentation. I now move that Bruce Akhurst be re-elected as a director of the company. Please cast your votes by filling out the yellow ballot paper or online using the voting card button. It seems from the proxies received that this resolution will pass comfortably. So congratulations, Bruce.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you.

Raelene Murphy
Non-Executive Director, Tabcorp Holdings Limited

We'll now move on to the next item of business, and I'll hand you back to Bruce.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you very much, Raelene, and thank you very much, shareholders, for your support. I really appreciate it. The next item on the agenda is the re-election of David Gallop as a director of the company. David commenced as a non-executive director of the company in July 2020. He retires in accordance with the company's constitution, and being eligible, he's offered himself for election. The directors consider David to be independent. David is Chairman of Tabcorp's People and Remuneration Committee and a member of the Risk, Compliance, and Sustainability Committee and the Nomination Committee. The board, with David abstaining, unanimously supports the election of David Gallop as a director of the company and recommends that directors vote in favor of this resolution. I'd like to invite David to address the meeting. David?

David Gallop
Non-Executive Director, Tabcorp Holdings Limited

Well, thanks, Bruce, and good morning everyone at the meeting and everyone online. I'm very pleased to be here to talk to you about continuing as a Director of this great Australian company. It's a company that, as you've heard this morning, is undergoing significant change, significant transformation, and significant disruption in a very complicated environment. I've been a director since 2020. I'm currently the Chairman of the People and Remuneration Committee, and I'm on the Risk, Compliance, Sustainability Committee and the Nominations Committee. My background is as a lawyer and an executive in sports administration. Apart from Tabcorp, I'm currently the Chairman of Venues New South Wales, which is the body in New South Wales which looks after, operates, and manages many of the big stadium and entertainment centers in the state.

I'm also a chairman of Step One Clothing and a board director at Cricket New South Wales. Touching on the matters of remuneration, and we're aware that there's been some concerns expressed about our remuneration position. I would say to you today that we take those concerns very seriously, and we undertake to review our remuneration structures. But it has been a very disruptive and transformational year for the company, and we are seeking to strike a balance with retaining, rewarding, and making sure that we have the right people. But of course, we want our pay outcomes to align with the company's performance, so we take those concerns seriously. Personally, I think TAB25 strategy is an exciting one.

It focuses on the right areas, including doubling down on Australian sport, and looking to make sure we harness the potential of our media business, Sky. Those are particular matters where I think my experience and background can support the management team. So in closing, I'm very optimistic about the future of the company, and I look forward to continuing as a director. Thank you.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you, David. As there were no questions on this item received prior to the meeting, we'll now move to questions from the audience. Are there any questions for David from anyone here? No? So I'll ask the Company Secretary. Chris, are there any questions via the online meeting platform?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, there are no questions received online for this item.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

As there are no more questions, we've now finalized discussion of this item. The proxy votes received prior to the meeting in relation to this resolution, as shown on the slide presentation. I now move that David Gallop be elected as a director of the company. Please cast your votes by filling out the yellow ballot paper or online using the voting card button. It seems from the proxies received that this resolution will pass comfortably. Congratulations, David.

David Gallop
Non-Executive Director, Tabcorp Holdings Limited

Thanks.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

We'll now move on to the next item of business, and the next item on the agenda is the election of Karen Stocks as a director of the company. Karen commenced as a non-executive director of the company in March this year, having served as an observer to the board since June last year. She retires in accordance with the company's constitution, and being eligible, she's offered herself for election. The directors consider Karen to be independent. Karen is a member of Tabcorp's Technology Committee and the Nomination Committee. The board, with Karen abstaining, unanimously supports the election of Karen Stocks as a director of the company and recommends that shareholders vote in favor of this resolution. I'd now like to invite Karen to address the meeting. Come on up, Karen.

Karen Stocks
Non-Executive Director, Tabcorp Holdings Limited

Thank you, Chair, and good morning, everyone. I'm honored to serve you on the board of this iconic Australian business. Tabcorp is in the midst of a digital transformation, and as the Vice President of Global Measurement Solutions at Google, I see the world's best digital companies in Silicon Valley and all over the globe. I bring global experience from both Google and my earlier role as Managing Director of Twitter Australia. I bring this to Tabcorp's transformation, which I'm so excited to participate in. Since I joined your board in June last year, we've launched a new app, 13 subsequent updates to that app, and we've closed product gaps. The Tabcorp app now is one of the best digital offerings in the Australian wagering market.

In this rapidly changing environment, my experience as a global digital leader provides an important skill set to the Tabcorp board as we continue to increase our speed to market, because the market never slows down, and we enhance our digital offering. While I'm a full-time executive at Google, I have the time and the passion to serve on your board. I'm committed to continuing to play a key role alongside my fellow directors here in growing Tabcorp, and I'm really enjoying the contribution that I am making to this board. Thank you for your consideration and your support.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thanks very much, Karen. As there were no questions on this item received prior to the meeting, we'll now turn to questions from the audience. Is there anyone here who would like to raise a question on this item? No? So I'll ask Company Secretary, Chris, if there are any questions via the online meeting platform. Are there any questions, Chris?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, there's one question on this item from shareholder Steven Main, who asks:

Steven Main
Shareholder, Tabcorp Holdings Limited

"Could new director, Karen Stocks, and the Chair, comment on the recruitment process that led to her appointment to the board? Was a headhunter involved? Did the full board interview Karen, and did they interview any other candidates? Did Karen know of any other directors before engaging in the recruitment process?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

The answer... Thanks very much, Mr. Main, for your question. Yes, we did have a headhunter engaged, and we did a long and extensive search looking for candidates. The whole board was part of that process. We're looking at getting the right diversity and skills into the company, and we felt that Karen, well, her expertise really speaks for itself, I would suggest. And we were extremely pleased that Karen agreed to come on the board. As far as I'm aware, no one knew Karen before she joined the board. So, we were delighted to meet Karen through the interview process and got to know her, and she's played a very, very important role, as you can imagine, as we transform the company through this first year.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, there are no further questions on this item.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Okay. As there are no more questions, we've finalized discussion of this item. The proxy votes received prior to the meeting in relation to this resolution, as shown on the slide presentation. I now move that Karen Stocks be elected as a director of the company. Please cast your votes by filling out the yellow ballot paper or online using the voting card button. It seems from the proxies received that this resolution will pass comfortably. Congratulations, Karen. We'll now move on to the next item of business. Item three of the agenda is the adoption of the company's remuneration report in respect of the financial year ended 30 June 2023. The remuneration report contains details of Tabcorp's approach to remuneration, including the remuneration outcomes for the most recent financial year and the enhancements made to the remuneration framework.

During the year, we undertook a process to determine a new peer group for benchmarking director fees and executive remuneration, given the smaller size of the organization following the demerger. In setting our new peer group, the board considered a range of factors, including Tabcorp's market capitalization, Tabcorp's annual revenue, the industry classification for Tabcorp, the quality of directors and executives required for a gambling company, and the substantial time commitment required by directors to support management in the delivery of Tabcorp's strategic transformation.

The board determined that a peer group consisting of ASX companies, 51-200, with annual revenues of between AUD 1 billion and AUD 4 billion, appropriately recognizes the complexities of our business. The board also determined that it was appropriate to set the board fees and the CEO remuneration above the median of this peer group, given the unique considerations applicable to the gambling industry.

Based on this review against this peer group, the board determined to make no adjustments, no increases to board fees or CEO remuneration for FY 2024, noting that the CEO's remuneration has not changed since the demerger, and director fees were actually reduced, effective from 1st July , 2022. As I mentioned in my opening address, in determining short-term incentive outcomes for management for FY 2023, there was a range of factors that shaped the board's decision-making, including management's performance against financial and non-financial targets. While the earnings hurdle was met for FY 2023 to unlock the STI pool, the board used its discretion to reduce the pool value to 75% of target, balancing the fact that not all the financial targets were achieved in that year. The board also recognized the strong performance by management in relation to progressing our transformation strategy.

The board believes this was the right balance. An award of 100% was not appropriate, nor was a zero STI award, given overall performance and the need to recognize the achievements of management in this first foundational year. We also introduced a new long-term performance plan using market-priced options, subject to a three-year ROIC performance measure aligned with our TAB25 objectives. Shareholder approval of the CEO's LTI option grant was received at last year's AGM, and shareholder approval will be sought after this item to offer a similar grant of options to the CEO as part of his FY 2024 remuneration package. That's in the next agenda item. The board unanimously recommends that shareholders vote in favor of this resolution. A vote on this resolution is advisory only and does not bind the directors or the company.

Before I call for questions, I recognize that some shareholders have expressed concerns about the remuneration report, and we expect a significant number of votes to be cast against the resolution, leading to a first strike. The board acknowledges these concerns, and while we're disappointed in this outcome, we'll reflect upon the feedback received and take this into consideration in reviewing the company's remuneration arrangements to ensure there is an appropriate alignment of interests between our directors, executives, and us as shareholders. There were no questions received on this item from shareholders beforehand, so I will now take questions from the audience, please.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, I'd like to reintroduce Mike Muntisov from the ASA.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

The ASA, excuse me. The ASA will be voting against the remuneration report. By our assessment, both the CEO and the chair are grossly overpaid. And I should point out that we don't have objections to the directors' fees, it's the CEO and the chair. The simplest way for shareholders to understand this overpayment is to look at Tabcorp prior to the demerger. It was an AUD 11.5 billion dollar company. After the demerger of the Lottery Corporation, it is now only AUD 2.5 billion. So from AUD 11.5 billion to AUD 2.5 billion, the company is only a small fraction of its previous size, but the CEO pay has reduced by only 10%. Now, the company will say that working for a gambling company involves higher personal risk of reputation, and so deserves to be paid above average.

The ASA has independently benchmarked above average pay and found that even then, the pay of the CEO and chair are excessive. We've heard just a moment ago, that the company has adopted a new benchmark of peer companies, and that the pay should be above that group's average. Sure, but when ASA analyzed those companies, we found that Tabcorp did not rank anywhere close to justifying above average pay. So Tabcorp's own benchmark demonstrated that the CEO and chair are overpaid. For these reasons—which are detailed in our voting report on our website. The ASA will be voting against the remuneration report. We will also be voting against the granting of incentive options to the CEO in Resolution 4. Thank you.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thank you, Michael. Let me just reiterate the way we've gone about considering the remuneration issue here. I think we're an ASX 140 company, something of that order. So we've picked a range of 50-200. We've picked the companies in that range, and within that range, we've taken the companies that have to generate a revenue of between AUD 1 billion and AUD 4 billion. And you know, from our report, we have to produce a revenue of about AUD 2.5 billion or AUD 2.4 billion. So we're about in the middle of that group of companies on our calculation that we've used as our peer group. So that's the peer group that we've compared ourselves against. And, Michael, you're correct, we're not in the median.

We're at the 75% mark on our calculations in making that reference point. So that's how we've gone about it. We'll take on board your calculations and double-check and look, and make sure that we've got that right, and come back with any changes that are required. In relation to the CEO, can I just mention that the previous CEO's salary was AUD 500,000. His base salary is AUD 500,000 more, so that salary has actually been reduced in coming into Tabcorp. And as I also mentioned in my remarks, we regard it as very important that we attract and keep the best talent in the company, not just a whole bunch of potters. So we've gone out specifically to recruit a new team to make this transformation, to make this—Sorry. Can you hear me?

Sorry, we had a lot of noise there for people offline. I hope you can hear me. I'll keep going. So we've had to recruit these people, and we're on an open market to recruit people from other companies to come to Tabcorp to do this transformation and all this important work. So that's a market-led process, where we're competing in the market for talent. Yes, some of the executives are well paid by comparisons of some other jobs.

They are market-set prices, and we have reduced the number of management quite significantly, so that our costs, our overall costs of the company, have come down. So we're not increasing the overall cost of the company. We've got better people, more expensive, but capable of doing the job of transformation that we want. So that's my response, but we'll... Ms. Michael, we'll take on board your comments, and thank you for them.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Yeah. Can I, can I respond to that, please? Is this on?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Sure.

Mike Muntisov
Shareholder Representative, Australian Shareholders Association

Yeah. First of all, we're not querying management, the people you're hiring, that you're talking about in management. We're querying the CEO's remuneration, specifically. We're not querying his team. Secondly, you talk about revenues. You've selected a peer group on the basis of revenues. Well, we don't think that's appropriate, and it's not the amount of revenue that creates value in a company, it's the margin and profit. And if we use revenue as a pay measure, then the CEO of Woolworths would get paid a lot more than the CEO of CSL, because they have three times the revenue of CSL, but only half the profit. So we don't think that using revenue for pay benchmarking makes any logical sense. Thank you.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

No, thank you. I'd just comment and say that, irrespective of that, we still have to generate that level of revenue, and so you can't just compare us to companies that have a substantially smaller customer base and revenue base to what Tabcorp has to do. Because we are supporting the industry, we are paying all those government taxes that I mentioned earlier, and then we get to the end result. Are there any more questions in the room? I'll ask Company Secretary Chris if there are any questions via the online meeting platform.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, we've received a question from shareholder Steven Main, who asks:

Steven Main
Shareholder, Tabcorp Holdings Limited

Tabcorp responded positively to a request at the 2022 AGM and disclosed voting results by both shares and shareholders, like a scheme of arrangement. This showed that approximately 1,800 shareholders or 53% of the 3,500 shareholders who voted opposed the LTI grant to the CEO in terms of shares, but it had the support of 98.7% by shareholder number. Tabcorp has approximately 150 shareholders, so the turnout was only 2.27%, but approximately 65% of shares on issue were voted on the grant. The question for the chair is: Will you repeat this best practice voting disclosure on all items, including the RIM report this year?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

We don't propose to make any changes to what we've done previously, Mr. Main, so the answer is yes. Thank you for your question. Any other questions?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chair, no further questions on this item online.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

As there are no more questions, we've finalized discussion of this item. The proxy votes received prior to the meeting in relation to this resolution is shown on the slide presentation. I now move that the remuneration report of the company for the year ended 30 June 2023, be adopted. Please cast your votes by filling out the yellow ballot paper online using the voting card button. We'll now move to the final item of business. Item four is the proposed grant of options to the MD and CEO, Adam Rytenskild under Tabcorp's Long-Term Incentive Plan. The board considers a grant of options as part of the FY 2024 long-term incentive plan to be appropriate on the basis that option plans are generally considered to be a suitable mechanism to incentivize management where share price growth is targeted.

An option plan aligns with shareholder interests as management is incentivized to deliver sustainable share price growth over the medium term, and given Tabcorp's TAB25 strategy to pursue growth, options are considered a more appropriate instrument to relative performance rights. The grant of options will be subject to a performance measure with appropriately challenging targets that align to the company's TAB25 strategy.

If shareholder approval is obtained, the options will be subject to a performance measure based on the achievement of return on invested capital, or ROIC, performance condition measured over three financial years. The ROIC performance condition was chosen as an appropriate measure because it focuses management on achieving targeted returns on Tabcorp's invested capital and ultimately delivering healthy shareholder returns. The board, with Adam abstaining, recommends that shareholders vote in favor of this resolution. We'll now take any questions on the item, starting first with questions from the audience. Any questions? So, no. So I'll ask the Company Secretary if there are any questions via the online meeting platform.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Thank you, Chair. We have a question from shareholder Steven Main, which is directed to the CEO, and has a few components to it.

Steven Main
Shareholder, Tabcorp Holdings Limited

Could the CEO summarize his past LTI grants and whether they have vested or lapsed? Also, has he ever sold any shares in the company or bought any on market without relying on incentive schemes to build his equity position in the company? Please don't say, "Look it up in the annual report or through ASX announcements," as it's complicated and the CEO could factually summarize the situation for us.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thanks, Mr. Main, for the question. I'll ask Adam if he'd care to respond. Did you get all the elements?

Adam Rytenskild
Managing Director and CEO, Tabcorp Holdings Limited

I didn't get the full question, but I'm always happy to respond. So can you paraphrase it for me, the-

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

I think the key components there, Adam, are whether... if you could summarize your past LTI grants and whether they're vested or lapsed, but also whether you've ever sold or bought any shares in the company without relying on the incentives to build up your equity position.

Adam Rytenskild
Managing Director and CEO, Tabcorp Holdings Limited

I assume he's going way back to pre-demerger days, so I won't, I won't get the facts right. But I've been an executive in the company since approximately 2010, I'm going to say. And there was an LTI incentive as part of the company's remuneration scheme for executives ever since I've been an executive. In the early days, there was some vesting of the LTI, and then in subsequent years, there wasn't.

So it didn't-- hasn't always vested. It's vested on performance and that's the intent of this program as well. In terms of buying shares, I've recently bought shares since the demerger. That's all been disclosed on the market. I've actually bought a significant amount of shares relative to what I can afford because I believe in this company and, I'd love to buy more shares now, but I'm not allowed to at the moment. I believe in what we're doing, and I'm happy to invest whatever money I can afford in it.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Thanks, Adam. Any more questions?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, one further question from shareholder Steven Main, which reads:

Steven Main
Shareholder, Tabcorp Holdings Limited

Given the interesting discussions around a range of topics today, including the LTI grant, could the Chair undertake to make an archived copy of the webcast, plus a full transcript of the proceedings available on the website? Mr. Main goes on to list a number of other companies that are doing that, and notes that it's something that IAG has been doing since 2003. Also, why not disclose the proxies to the ASX, along with the formal addresses, like many others do now?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

I think, as I said at the outset, the transcript or the audio recording of the whole proceeding will be available on our website and with the ASX. Correct, Chris?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Available on our corporate website.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Available on our corporate website. So you can go and listen to it all and take notes and think about the questions you should have asked and didn't ask, or whatever it is you want to get out of all of that. So that's available. I don't think we'll be actually writing down a transcript, other than for your good self, Mr. Main. I don't think anyone else has requested that. And what was the other part of the question, please?

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

The other part of the question was: Why not disclose the proxies to the ASX, along with the formal addresses beforehand?

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

Beforehand? I think we've, we've considered that, several times, in the past, and I think the, the basic reason has been that we wanted to give shareholders the opportunity to, come along and discuss and be part of the process, rather than present a foregone conclusion before the meeting. You know, that didn't seem fair, but we wanted to make sure that the proxies were well known at the time of voting. So it's, it's really a balance of how we, how we deal with that, and we think, from other shareholders, they prefer it this way. But, you know, there are other ways of doing it, but we're, we're, comfortable with this at the moment. Thanks, Mr. Main.

Chris Murphy
Company Secretary, Tabcorp Holdings Limited

Chairman, there are no further questions received on this item.

Bruce Akhurst
Chairman, Tabcorp Holdings Limited

As there are no more questions, we've now finalized discussion of this item. The proxy votes received prior to the meeting in relation to this resolution are shown on the slide presentation. I now move that approval be given for all purposes to grant options to Adam under the Tabcorp long-term performance plan and on the terms summarized in the explanatory notes. Please cast your votes by filling out the yellow ballot paper or online using the voting card button. That concludes the formal business of this meeting. If you haven't already done so, please complete your ballot papers or submit your votes by using the online meeting platform. Once you've completed your ballot paper, you may hand this to the registry staff when you leave the room.

Rather than delay the close of the meeting, the poll will close in approximately five minutes, and that will enable shareholders to finalize and cast their votes. The results of the poll will be advised to the ASX as soon as possible this afternoon. Ladies and gentlemen, thank you very much for joining us today. We appreciate it. As we've said, Tabcorp's a very different company to what you saw 12 months ago. We've made rapid change with new products, a new look, and a refreshed offering. With the foundation laid, we're looking to grow the business in 2024 and 2025 to make Tabcorp a more valuable business for you, our shareholders. I hope you found today's meeting valuable and gained a stronger understanding of our business and the board's strategic direction for Tabcorp.

Thank you again very much for your ongoing commitment to Tabcorp, and we look forward to updating you on our journey over the next twelve months. And now, we turn our attention to the Melbourne Cup Carnival, where TAB's the official wagering partner. We're excited about a big Cup carnival on the back of record turnover at the TAB Everest at Randwick earlier this month. Thank you very much. I now declare the meeting closed.

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