Good morning, everyone. I just got the five-second countdown, so we're on our way. My name is Doug McTaggart, and I am Chairman of The Lottery Corporation Ltd. On behalf of the Board, I welcome you to the 2025 Annual General Meeting of The Lottery Corporation Ltd. I begin by acknowledging the traditional custodians of the land on which we are meeting, the Jagera and Turrbal peoples, and pay my respects to their elders past, present, and emerging. I also acknowledge the traditional custodians of the many lands where we are meeting online today. I have been informed that a quorum is present, and I declare the 2025 Annual General Meeting open. It was fast last year, not that fast this year. Allow me to introduce our Board. Joining us are our non-executive directors, Harry Boone, Anne Brennan, Stephen Morrow, John O'Sullivan, Megan Quinn, and Tim Poole.
Also joining me on stage is Sue van der Merwe, our Managing Director and Chief Executive Officer, and Nicholas Allton, our Company Secretary and Chief Legal and Risk Officer. I'd also like to introduce you to members of our executive leadership team. I will ask them to stand as I introduce them. Adam Newman, our Chief Financial Officer. Anthony Moore, our Chief Channel Officer. Callum Mulvihill, our Chief Commercial Officer. Andrew Shepherd, our Chief Customer and Marketing Officer. Loren Somerville, our Chief Information Officer. Robert Uhler, our Chief Corporate Development Officer. And Michelle Williams, our Chief People Officer. As you can see, we have a lot of chiefs, which is why our business runs so well. Before we move to the formal business of the meeting, I will outline procedures for asking questions and submitting votes.
As set out in the notice of meeting, only shareholders and proxy holders are entitled to ask questions or to make comments or vote on resolutions. We will provide a reasonable opportunity for shareholders as a whole to ask questions and to make comments as each item of business is covered. Please ensure your question or comment is relevant to the item of business being considered and to shareholders as a whole. If you have a matter that you would like to raise as a customer of The Lottery Corporation, these will be referred to our Customer Relations Team for a response. For those wishing to ask a question, make a comment, please make your way to one of the microphones that are placed in the room and make yourself known to the relevant staff member.
Please show your voting or proxy holder card and, when invited, introduce yourself to the meeting. If you are attending as a proxy holder, please also state the name of the shareholder you are representing today. Only those persons holding a yellow or blue voting card are entitled to speak. We respectfully ask that shareholders observe a two-question limit per agenda item to ensure that as many shareholders as possible have an opportunity to ask questions. Thank you to those shareholders who submitted questions prior to the meeting. Some of those questions will be answered through my address or the CEO's address, both of which have been released to the ASX's markets announcement platform prior to the commencement of this meeting or in the course of the meeting, although this meeting will answer those questions. Voting on all resolutions will be conducted via a poll.
I appoint The Lottery Corporation's Share Registry, MUFG Corporate Markets, as the returning officer for the conduct of the poll. I now declare the poll open. Shareholders and proxy holders wishing to vote today must complete a yellow voting card. These will be collected by MUFG Corporate Markets staff following the close of the meeting. If you are voting today and need to leave the meeting early, please remember to submit your card to the Share Registry staff before you leave. The poll will close 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 am holding open proxies in my capacity as Chairman 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. In the unlikely event of a significant technical issue or an emergency here in this room, it may be necessary to adjourn the meeting. If this occurs, we will provide further details on our website and via the ASX markets announcement platform. We have published on the ASX and on our website the notice of meeting and the formal addresses and presentations to be delivered today. Following the conclusion of the meeting, a recording and transcript will be available on our website. It is now my pleasure to deliver the Chairman's address at this year's Annual General Meeting here in Queensland, a state whose historical ties date back more than a century. Golden Casket held its first draw in Queensland in 1917 to support veterans and war widows.
Since then, lottery proceeds have helped fund vital services across the state, including the Royal Brisbane Women's Hospital and the Royal Children's Hospital. This heritage of community support continues today, and it is mirrored across the country. Of course, the lottery industry in Australia looks very different to what it was a century ago. The Lottery Corporation is now the sole retail distributor across Australia, excluding Western Australia. What hasn't changed, however, is the joy of life-changing wins that many Australians dream of and of the impact lotteries have in supporting communities. Turning now to the 2025 financial year, The Lottery Corporation delivered a resilient financial performance in the face of a challenging economic environment for Australian consumers.
We navigated a more subdued revenue environment after the record jackpot year in FY 2024, and with the separation behind us, we maintained strict cost discipline and leveraged our strong balance sheet and high-quality earnings to deliver increased returns to shareholders. We lifted the dividend by 3%, with total ordinary dividends of AUD 0.165 per share, up from AUD 0.16 per share last year. This represented a payout ratio of approximately 100% of NPAT, at the top end of our target range. This reflects the confidence we have in our future and the sustainability of our operating model. With approximately 85% of the company's debt either fixed or hedged, and strong interest income from our cash holdings, our earnings profile remains high-quality and materially insulated from movements in interest rates. Our long-term investment case remains compelling.
We have a strong market position supported by long-dated licenses, powerful brands, a resilient retail network, broad community acceptance, and a balanced portfolio that delivers both defensive cash flows and attractive growth potential. Renewal was a key focus for the Board in FY 2025. We welcomed Tim Poole onto our Board as an observer in December, and following regulatory approvals, which take a little longer than we would like, his appointment as a Non-Executive Director was announced in August. Tim brings extensive listed company experience and stands for election today. Anne Brennan and John O'Sullivan are also standing for election. Their contributions continue to be invaluable, and they will address the meeting when we get to item two shortly. Throughout fiscal year 2025, the Board maintained strong oversight of strategy, risk management, and stakeholder engagement.
The Board and the People and Remuneration Committee continue to monitor remuneration arrangements to help keep them fair, competitive, compliant, and aligned with the performance and our risk appetite. Cyber resilience remains a priority, as does the evolution of our technology ecosystem, critical to long-term growth. Foundational investments across our core retail and digital platforms are enabling more personalized customer experience and stronger data governance, which is so important in today's world. Looking ahead, the company has announced a planned increase in capital expenditure of approximately AUD 100 million in fiscal year 2026. This investment marks the commencement of a three-year strategic program to unlock long-term value through digital transformation and ecosystem modernization, thereby enhancing the customer experience. It will modernize our core infrastructure and accelerate our ability to bring innovative products to market through an even more seamless omnichannel offering.
These initiatives are central to our strategy and reflect our commitment to meeting the evolving expectations of customers while positioning the business for future growth. At the conclusion of the 2025 financial year, the Group's leverage ratio stood at 2.9 times net debt to EBITDA. The Board continues to monitor the company's capital position through a rigorous capital management framework and remains committed to returning our target leverage range to 3 - 4 times. This approach ensures we maintain financial flexibility and the capacity to support growth. Another key area of focus for the Board has been ensuring our licenses deliver value broadly to shareholders, to governments, and the community and retail partners. For many of our retail partners, such as news agents, commissions on lottery sales can make up a large part of their income.
For them and others in the lottery and keynote value chain, it's vital that we have a vibrant and sustainable industry. We are actively advocating for a more effective regulatory framework. The federal government continues to consider its response to several gambling-related reviews. We remain engaged, advocating for a well-regulated industry that puts customer protection and community returns first and maintains the trust in the games that people play. Recent developments regarding the sales of foreign-matched lottery tickets, which give Australians somewhat opaque access to lottery draws, reinforce this objective. In the Northern Territory, a new minimum tax rate of 50%, less GST, has been introduced on foreign-matched lottery ticket profits. To be clear, we do not sell these products. In the U.S., the Oregon Lottery is moving to ban courier services, which is what foreign-matched lotteries are, selling tickets to out-of-state customers, as several other states have.
This is a broader problem than just Australia. It's more global. To that extent, the World Lottery Association has also stated its concerns, warning that such services undermine regulated markets. These developments send a clear message: the global industry is taking steps to support the integrity of lotteries and the community contributions they deliver. In March, our Managing Director and CEO, Sue van der Merwe, announced her intention to retire after nearly 35 years in the industry. Sue probably does remember, but my connection goes back to 1996, 1997, when Sue was a junior clerk in Golden Casket when we corporatized it. Sue's been on this journey ever since and led the team to build this business into what it is today. Sue's leadership since our ASX listing in 2022 has been instrumental in shaping The Lottery Corporation into one of the world's leading lottery businesses.
On behalf of the Board, I extend our sincere thanks to Sue for her outstanding contribution, and we wish her the best on her well-earned retirement. In July, we were pleased to announce the appointment of Wayne Pickup, formerly of Allwyn and Lotto New Zealand, as our new Managing Director and CEO, subject to all the necessary regulatory approvals. Wayne brings 25 years of international lottery experience and will join us in November. He'll be based in Brisbane. Until then, Sue will continue in her role driving this business and will ensure a smooth transition.
Prior to receiving all regulatory approvals, Wayne will act as an observer to the Board, and since he can't be an acting CEO until he gets the regulatory approvals, the existing Executive Leadership Team, who we introduced earlier on, will continue to manage the business on a day-to-day basis of the company under the Board's oversight until those approvals are received. In closing, I would like to thank all our team members, the Executive Leadership Team, and my fellow directors for their dedication and contribution through fiscal year 2025. Once again, The Lottery Corporation demonstrated its ability to deliver consistent and stable outcomes for shareholders. We did so while successfully strengthening the foundations for future growth through strategic investments in the game portfolio, distribution channels, and customer experience.
With a strong balance sheet, disciplined management, and a clear strategy, we are well positioned to continue to deliver sustainable value to our stakeholders. Thank you, and I will now invite our Managing Director and CEO, Sue van der Merwe, to address shareholders. I look forward to your support going forward, and I'll address you later in the meeting. I will now pass to Sue, our CEO.
Thank you, Doug. Good morning, shareholders and guests. It's a privilege to be here with you today to talk about The Lottery Corporation. It is a wonderful company and industry, and it has been a part of my life for the last 35 years, as Doug mentioned. It's a business that we, the team at The Lottery Corporation, are very passionate about. To that end, I'd like to acknowledge the commitment of our people, whose efforts delivered results that once again highlight the strength of our business. Our lottery business has shown remarkable resilience over time, and that was again evident in the 2025 financial year. This was a year of disciplined execution, targeted investment, and continued delivery for shareholders. On that note, I would like to thank you, our shareholders, for your ongoing support.
The lottery industry's long-term trend in turnover growth is in line with or above inflation and population growth. Profitability has also grown over time, with digital share gains underpinning VC margin expansion. Over the last six years, Lottery's digital share has risen from 23% - 42%, and Lottery's VC margin has grown from 23% to almost 27%. The yellow line on the graph shown on the slide represents the three-year average turnover, which smooths the impact of short-term jackpot fluctuations. In line with the long-term trend, this grew again in FY 2025. It's a proven model that grows revenue sustainably and delivers for all stakeholders. Revenue in FY 2025 was down 6% on the record FY 2024 result, impacted by a 13% reduction in Division I prizes across our two jackpot games and broader economic pressure on consumer discretionary spend.
In that context, our portfolio performed well, with healthy underlying customer participation and steady performance in our base or non-jackpot games. We continue to prove the enduring and broad appeal of our products and the strength of our brands, with 62% of newly acquired registered customers under the age of 45 years. We maintained a sharp focus on managing costs. Operating expenses were AUD 307 million, below our guarded range of AUD 310 million - AUD 320 million. This was achieved through careful management of discretionary spend, headcount, and procurement initiatives. Notwithstanding this, key headwinds included the full-year run rate of separation, particularly in technology, cost inflation, and the 13% lower jackpot prize offers. EBITDA was AUD 749 million, and net profit after tax of AUD 365 million was down 11.7%.
With the impacts of separation now behind us, we have a clean operating expense base and an ongoing optimization program, which is expected to drive further efficiencies. In FY 2025, we delivered initiatives that laid the groundwork for future growth and strengthened customer engagement. In lotteries, we accelerated jackpot sequences, which resulted in four AUD 100 million draws in FY 2025, three for Powerball and one for Oz Lotto. These events drove excitement and reinforced the strength of our jackpot portfolio. Game evolution remains central to our growth strategy, and I'm very pleased with the successful game changes delivered by our team. In May, we refreshed our second biggest game, Saturday Lotto, lifting the Division I prize offer from AUD 5 million - AUD 6 million and introducing a AUD 0.10 per game price rise.
This game, supported by a loyal customer base, has the highest proportion of players who select their favorite numbers, and early results show strong price retention and a positive customer response. Weekday Win 4 also delivered a standout performance in its full year, with the new Friday draw adding AUD 90 million in incremental turnover. Customer experience remained a key focus. Our targeted investments supported another year of growth in higher margin digital sales, which now represent 42% of all lottery sales. We see significant upside in continuing to convert non-registered into registered customers. To accelerate this, we launched simplified instant registration and personalized marketing campaigns, driving stronger onboarding rates and deeper engagement. In parallel, we began rolling out new lottery terminals in our retail network, completing Queensland on schedule. These terminals modernize our retail footprint, improve the customer experience in store, and deliver cost efficiencies, supporting future innovation.
We also deepened our community connection by integrating the 50/50 Foundation's Play For Purpose charity raffle into The Lott app and website. This initiative supports hundreds of grassroots organizations, and it makes it easier for customers to support causes that they care about. Turning to Keno, we delivered year-on-year revenue and earnings growth. Keno continues to be a retail central product, with retail turnover increasing 8% on the prior corresponding period, a very pleasing result. This was supported by refreshed branding, stronger local area marketing, and increased venue visitation. We work closely with our venue partners to position Keynote as a fun, social game that can be enjoyed with friends, and our strategy is working. The retail growth was partly offset by a near 20% decline in online turnover.
This was largely driven by our decision to introduce mandatory weekly spend limits, a proactive step to better support customers with their online Keynote play. The introduction of mandatory spend limits, along with continuous play alerts introduced in May, underscores our commitment to responsible play and long-term sustainability. While Australians love playing lotteries and dreaming of a life-changing win, there is much more to our business. Most of the dollars spent on lottery and Keynote tickets flow back to Australians, to winners, large and small, to our retail and venue partners, and to the broader community through our taxes paid and other contributions. In FY 2025, lotteries and Keynote taxes and duties returned more than AUD 1.7 billion to state and territory governments, on average around 2% of their total tax receipts. Our retail and venue partners, most of them small businesses, received AUD 655 million in commissions on ticket sales.
Commissions from the sale of lottery products alone are estimated to support more than 20,000 direct and indirect jobs across the country. This widespread distribution of value underpins trust in our games and their role in supporting communities. Beyond this, our broader community contributions supported initiatives in health and medical research, education, homelessness and mental health, and disaster-affected communities. Amplifying community impact is now one of five core long-term strategic priorities. It's central to our purpose and strongly resonates with our people. We aim to create positive impacts through promoting responsible play, supporting stronger communities, and responsible environmental, social, and governance practices. Over the past year, we continued to invest in initiatives that enrich our culture, foster collaboration and belonging, and support a high-performance environment. These investments strengthen the way our teams work together to ensure we can deliver better outcomes for our stakeholders.
We were proud to launch our Reflect Reconciliation Action Plan, strengthening respectful relationships and creating opportunities with Aboriginal and Torres Strait Islander peoples. In June, we set new greenhouse gas emissions reduction targets with a clear pathway to achieve net zero Scope 1 and Scope 2 emissions by 2030. These initiatives represent meaningful progress in our sustainability practices and reflect our broader commitment to operate responsibly and create long-term impact. FY 2025 was a year of strong execution and delivery, and we're focused on maintaining that momentum. Our strategy remains clear: innovate our product portfolio, drive registered customer growth across retail and digital, accelerate digital transformation, and drive operational efficiency across the business. We're on track to implement changes to Powerball in November, with bigger prizes supported by a AUD 0.20 per game price increase. Set for Life is the next game flagged for change after that.
With its unique proposition of AUD 20,000 a month for 20 years, it attracts a different segment of players and enhances the diversity of our customer base. We will continue to invest in customer experience and improve customer conversion by rolling out new in-store payment options, expanding automation and self-service, and extending our new retail terminal rollout. These initiatives are key enablers of our broader digital and omnichannel strategy, and they're helping us grow our registered customer base. From a financial perspective, we remain focused on cost discipline. Our intent is to keep operating expense growth below normalised revenue growth over time. We will seek to fund investment through savings, with a focus on driving margin expansion and long-term value creation. We also remain committed to progressing licence value enhancement initiatives. We started FY 2026 with good momentum.
The full-year benefit of the Saturday Lotto price change will flow through, alongside eight months of benefit from the Powerball entry price increase. Continued digital share growth and further productivity gains should also support further margin expansion. Before I finish addressing shareholders for the final time as your Managing Director and CEO, I'd like to share a few words. It has been an extraordinary privilege to spend 35 years in the lottery industry, including the past three working with our talented team as CEO of The Lottery Corporation. I want to sincerely thank our Chairman and the Board for their support and guidance, our executive team for their unwavering support and their unwavering drive to deliver our TLC vision, and every team member across the Group for their dedication, commitment, and passion. Together, we've built a strong business with an exciting future ahead.
I wish Wayne Pickup all the very best when he commences, should I say, as the new Managing Director and CEO later this year. Wayne brings deep experience in lotteries and has a proven track record. With all that talent and passion in the organization, I know the company will be in good hands. Finally, to our more than 140,000 shareholders, thank you for your continued support and trust in The Lottery Corporation. This is not just a high-performing lottery business; it's a company deeply embedded in the Australian community, creating positive impact for customers, small businesses, and governments across Australia. I'm grateful to have been a part of it, and I look forward to continuing alongside you as a proud shareholder of The Lottery Corporation. Thank you, and I'll now hand back to the Chairman.
Thank you, Sue. Sue's commitment and passion for this business is evident, and she will continue to drive it through the rest of the year until Wayne starts, with the support of the team, of course. We now come to the formal business of today's meeting. The notice of meeting has been published and made available to shareholders, and I will 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, shareholders and proxy holders will be provided the opportunity to ask questions. May I please 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, the director's report, and the auditor's report for the year ended 30th of June, 2025.
These reports were approved by the Board and released on 20th of August 2025. They were also published on the ASX's market announcements platform and on our website. There is no vote on this item. However, in a moment, I will answer questions submitted prior to the meeting on these reports and on the performance of the company, which have not been addressed in my address or Sue's address. I'll then invite questions from the floor. Ernst & Young is the company's external auditor, and Michael Collins, partner at Ernst & Young, who is responsible for the audit, is present today and available to answer questions, which should be restricted to audit matters. Thank you, Michael and Amy. I'll now ask the Company Secretary, Nicholas, to read out questions received prior to the meeting.
Thank you, Chairman. We have received three questions on this agenda item from Ms. Natasha Lee. The first question is, while there is the psychology of increasing the first division prize, such as the Saturday Lotto, from AUD 5 million - AUD 6 million, has analysis been undertaken on the effect of expanding the range and number of smaller prizes to attract a larger pool of players?
Thank you for your question, Ms. Lee, and the answer is yes. We have a robust process for game development that includes consumer research, commercial modeling, and responsible gambling reviews. Each game enhancement involves a full review of the underlying mechanics. Analysis is undertaken on the relative impact of increasing Saturday Lotto's Division I prize versus expanding lower division payouts. Both play important roles. The size and excitement of the top prize drives purchase decisions, while the smaller prizes contribute to perceived value and player satisfaction. I think it's one of our strengths that we advertise or talk about, that we do run a balanced portfolio of games, and we take great care in understanding the interaction of the various games with each other.
Ms. Lee's next question is, the Play for Purpose provides funds to over 500 charities and community organizations. Could you advise how funds are allocated across the recipients, and is it possible for customers to either select the individual charity they wish to support or the broad category, for example, health, sports, environmental, etc.?
Thank you for your question, Ms. Lee. As Sue noted, we have brought the charitable games onto our app, and we're very pleased to do that because we're proud to support the 50/50 Foundation's Play for Purpose charity raffle. AUD 5 from every AUD 10 ticket supports an Australian charity. Customers choose the charity they wish to support when purchasing their ticket. Customers can search for charities that have registered to use Play for Purpose as a fundraising channel. It's free for charities to register on Play for Purpose, and after each raffle closes, Play for Purpose distributes the funds to the nominated charities in line with the customer's selection.
The final question from Ms. Lee on this agenda item is that the Board does not meet best practice of having at least 40% female non-executive directors, and also the Board lacks other types of diversity. Boards that perform better generally have representation that better reflects that of the community.
Thank you again for your question, Ms. Lee. We are acutely aware that we are not currently meeting our gender diversity target for the Board, with, I think it's 37% female participation, and we are mindful that that gender diversity will change following Sue's departure. In fact, we'll fall beneath the 30% target set by the AICD. We take this as a serious matter. We will keep diversity targets in mind when considering renewal matters. Our Board skills matrix is another reference point for Board renewal considerations, and the Board, having settled the CEO succession, will turn our attention to Board succession and Board renewal early next year. Are there any questions from the floor?
Chairman, I'd like to introduce David Loosemore, representing the Australian Shareholders Association.
Good morning. My name's David Loosemore, and I'm a volunteer for the Australian Shareholders Association. Today, we hold proxies from members and non-members for about 1.5 million shares. I'd like to congratulate Sue on her retirement and hope it all goes well. My first question is that the AGM is being rotated to different locations each year, but there's no live questions or voting allowed online during the meeting, the same as last year. Could you share the reasons why The Lottery Corporation has decided to save costs and not allow shareholders for online participation at this meeting?
Thank you, Dave, for your question. Shareholders can, of course, take the opportunity to lodge questions, as Ms. Lee has done prior to the meeting, and we're happy to answer those questions. Hybrid meetings are expensive, and we have conducted hybrid meetings in the past. Our experience has been that the opportunity to ask questions online was rarely taken up. From a shareholder perspective, in terms of cost-benefit analysis, we restrict the meetings now to in-person meetings with the opportunity to lodge questions beforehand.
My second question is, with online registrations rising, how will The Lottery Corporation support and incentivize the retail network?
Part of our backing for our social license operator is our broad community participation. We are an organization, our product is low frequency, low spend, but broad community participation. Having a strong retail network is very important to us. We have introduced a number of initiatives that Sue van der Merwe spoke about to make it easier for customers to purchase, register online through the retail outlets, and we keep a close eye on commissions we pay our retailers in order to keep them incentivized and in the game. We are an omnichannel firm, and we intend to keep it that way.
Good morning, everyone. I'm over the formalities. I'm a retired Royal Australian Navy Chief Petty Officer, Vietnam Vet. I had enough of formalities when I was in the Navy. I worked with a lot of senior officers and public servants. What I'm getting at is, with your new communications thing, I go in and say, you know, all my dividends are paid into one of my banks, but now they can only give you your last four winnings type of thing. Can you tell me, with your new system, why that is?
I'm sorry. First of all, I missed your name, sir.
Gary Russell.
Mr. Russell, thank you. What exactly are you asking? I didn't quite understand that question.
I can go into Nextra. I'm sorry.
Yeah, into the newsagent, yeah.
Yeah, I think you use that as a floor front when you're doing your advertising, correct?
Yes.
Yeah, I know the owner of it. He was the one that started off Nextra, Shane.
Your question is?
How come you can only put in the last four winners on the sheet?
Last four winners, can we? Is that right? Sir, can we take that question on notice? I'll get more details off you after the meeting.
Yeah, yeah.
We will follow that up.
The other thing is, does anyone around here know when Not For Publication came into being, N.F.P.?
Not for publication, in what context?
Winners.
Winners.
Is it?
Is it winners' privacy being protected?
Yeah.
Winners can elect to have Not For Publication?
It goes back to the Graham Fawn case. His father won the first Opera House lottery, and this kid was murdered.
Your question is, sir?
It took a long time for Golden Casket to acknowledge that because people up here at the time said, "We want to know who's the winner of the Golden Casket.
We do have in place now the... It is in place that people can choose to be totally anonymous, and we respect that where it's required.
Yeah, that all originated from the murder. I believe at the time the top prize was AUD 100,000.
Yeah, Mr. Russell, thank you for that.
Yeah.
I think it's been covered.
Right. Now, with those four major AUD 100 million lotteries, one for Oz Lotto, and three for TattsLotto.
Powerball.
Yeah. That was for the financial year, 1st of July 2024 to the 30th of June. Did you actually budget for that?
Look, we set a budget based on long-term probability outcomes of various sizes of lotteries. We call it a P50 budget. It's a statistical calculation, and as the year rolls through, we either meet that budget. In 2023 - 2024, we had a much better jackpot sequence run. In 2024 - 2025, it wasn't as good. While we look for what you might call a long-term average outcome, the year develops and delivers what it delivers.
Yeah. Final question is, I am going to be phased out of paying extra money for Powerball because I think that's over the top what you're doing there.
Thank you for that comment, Mr. Russell. A lot of our investors think we should increase prices a lot more often, but we can't because price changes in this business are highly regulated.
I don't play.
Mr. Russell, I think we're getting to the end of our discussion. Do you have another question or comment?
No question yet. I don't play Powerball until it gets up to AUD 20 million, and when it gets up to the big money, AUD 100 million, I'll go into... You used to have a system where you could get a 40th share, and it cost you AUD 336.90, I think it was, and you got 500 Power Hits in that thing, right? To me, I won't be playing it because it's out of my range then.
You're a valuable card that you play over AUD 20 million, Mr. Russell. Thank you for your questions and your comments.
Right, thank you very much.
Are there any further questions from the floor?
Chair, I have a question from Kieran Baller, shareholder.
Mr. Baller, was it?
Yes, that's right, Kieran Baller. First of all, I'd like to thank Sue for all of her efforts in getting the company to this stage and would like to wish you an excellent further career, if I can call it that, in your retirement. I've got a particular question. What are the initiatives that the company is going to undertake for non-organic growth?
For non-organic growth, are you asking what M&A activity we have in mind?
That and other areas in which you can expand the growth apart from the current model.
There are no organizations out there that we're interested in buying or selling. We are looking at various options within the lottery's framework, but we would call that organic growth. At the moment, we're focused on our five-year plan, which I think is a very good and very ambitious plan, and our new CEO will pick up the work of Sue and drive that forward.
What's the anticipated growth over the next three years?
I'm sorry?
What's the anticipated growth over the next three years with the current plans?
The long-term growth has been roughly population plus inflation, and we intend to do better than that going forward.
Okay. I've got another comment that I'd like to make on the difficulties for somebody to be a registered customer. If somebody from your staff can approach me after the meeting, I'll discuss it with them.
That would be good. As Sue pointed out, we like our players registered, and we like our players online. We tend to get twice the amount of play from registered players than we do from unregistered players, and of course, we get the commission from online play. If you are having challenges, that's our problem, and we'd like to see them fixed.
Thank you.
Any further questions?
Chairman, a question from Mr. Pultek, a shareholder.
Mr. Pultek?
Yeah, that's close enough.
I'm McTaggart.
I'm not a very good speaker, but I think Harry Boone might know me. I'm assuming that when we vote, we'll see the resolution and the percentage of votes or the tally, and then you'll ask someone, the people who are present, to vote. Is that what?
No, we'll ask people to vote, and then we'll show you the proxy holders voting at the end of that.
Because many years ago, when Harry was involved, they used to, you might remember, I used to argue saying, "Oh, this is, you know, influencing people who are tending to vote." What I'm planning on or trying to say now is we have moved a great deal with the digital technology, with customer bases and experience and enjoyment, but the presentation has been stagnant. I have a little bit of a technical background, right?
Yeah.
The way I see it, new people have the right to ask larger shareholders to alter their votes if things aren't treading your way. Is that correct?
Yeah, we like to get the right outcome.
You can, the way I've read stuff and that.
We like to understand what.
You can ask larger shareholders to change their votes if the resolution doesn't follow your expectation. Is that correct?
We like to understand the intentions of voters across the board.
As far as I'm concerned, your people are pushing all this digital technology on the end user, but I'm going to try.
What is your point? What is the point you're trying to get to?
I'd like to see the presentation, the AGM presentation updated because this is antiquated stuff.
Okay, why don't we meet you after the meeting?
No, I'd like to.
We can give you your advice.
I'd like to say that there's no need for you people to be updated with incoming proxy votes from the registry company. The way I'm to, I've made some inquiries, you people are entitled to request proxy voters' votes as they come in from the registry company.
Mr. Pultek, all investors are entitled to vote as they see fit.
No, I'm trying to encourage the new people. You, as a company, are entitled to ask the registry company.
I could ask you the same thing, sir. Unless there's a point here, I'd like you to finish your question and sit down.
I know your people try, but what I'm proposing, there's no need for you to be updated every day. We have the technology. When you put up the resolution, the total should be blank. There shouldn't be any votes there because.
Sir, the resolutions, the outcome of the proxy votes will be put up after the vote internally here, and they won't influence the vote. Unless there's a further point, can we bring this to a close?
No, I think you're trying to manipulate the voting in that. As far as I can ascertain, with the modern technology, you can implement more of the new technology where whatever the registry company is here does all this stuff, and they can sit on the panel or off the panel, and then after the voting's been taken, you display the result. That way, it puts you in the same position as the investors.
Thank you, sir. You've made your point. Are there any further questions from the floor? Mr. Loosemore.
With the increasing digitalization of the business, cybersecurity is a major risk, and I'm sure a lot of your customers are worried about privacy too. Can you provide an update on the company's recent investments in technology to ensure its resilience?
It's a good question, Mr. Loosemore, particularly with what's happening externally today that's all being reported. We take our cybersecurity and our data protection risks very seriously. We had an external review of both data and cyber undertaken two years ago, was it, Sue, and mapped out a strategy, a roadmap for us to bring us up to excellent standards. We are continuing to invest in both of those activities, data protection, data simplification, data elimination where possible, bearing in mind that we have six or seven different regulators. We have different requirements on how long we should keep data, and we, of course, are continually upgrading our cybersecurity protection. We employed a new CISO, Chief Information Security Officer. How long ago was that, Loren? 12 months ago, who has significantly uplifted our capabilities.
You can rest assured that while I can't guarantee there won't be issues, because all organizations are having issues today, not least of which is the Prime Minister, we will continue to take this very, very seriously. Any more questions from the floor? Thank you for your participation. I think it's important that there is another one, yes.
Chairman, a question from Brian Mitchell, a shareholder.
Oh, thank you, Mr. Chairman. Been a shareholder since I don't know when. I think it started off with Jupiters, who got taken over by Tattscorp, who faded into Tabcorp, who split into Lottery.
Your memory's better than mine, sir.
Each time it changed, I made a mozza. Anyhow, I just have a comment. I noticed from the cash flow statement that the cash receipts in the course of operations are nearly AUD 3.9 million. I take it that's the money the hopefuls paid, less the money whose hopes were realised and won prizes. I couldn't find anywhere what those figures were, what the gross income was, and what the value of the prizes. Is it in the...
The difference between turnover and prize payments, is that what you're asking?
Yes.
Adam?
Roughly 60% of turnover.
I should know, shouldn't I? We return roughly 60% of turnover to players, about 27% to governments.
Yep.
What's that? That's 87%, 10% - 12% to commissions, and we take a small margin.
Oh, yeah, we don't get a lot back, do we?
No, you shareholders are doing okay, I hope. I'm glad you're still a shareholder, sir.
Yeah, I noticed that those gross amounts are AUD 3.9 million, and then I noticed the government took nearly half of that. We're doing well for the government.
We pay AUD 1.7 million in state taxes, and of course, we pay a corporate tax on top out of our margin.
Right. It's a pity we couldn't pay the government in Lotto tickets.
Mr. Mitchell, that's an excellent suggestion.
I think we might pass that along
with the rest of the people. Anyway, I'd just like to make that point of the huge amount we are contributing in taxes to the government and one thing or another. We should get all our neighbors to buy lotto tickets to help the government.
Thank you, Mr. Mitchell. I'm glad, A, that you've done well over the years, and I appreciate your sentiment.
Thank you. That's enough from me.
Thank you very much. Are there any more questions from the floor? We've got lots of people here, lots of time. I do appreciate your questioning because having interested and engaged shareholders is important to ensuring that we run the business as you see fit. As there are no more questions, that concludes this item of business, and we will move to the next item. The next items of business relate to the election and re-election of directors. Item 2A on the agenda is the election of Tim Poole as a director of the company. Tim was appointed a Non-Executive Director of The Lottery Corporation on the 6th of August 2025, following the receipt of all necessary regulatory approvals and ministerial consents. Tim served as an observer to the Board between 16 December 2024 and 5th of August 2025.
Tim retires in accordance with the Constitution and, being eligible, has offered himself for election. The Board considers Tim's significant experience as a Non-Executive Director in a range of public and private companies across various sectors to be of value to The Lottery Corporation. He's considered by the Board to be independent. The Board, with Tim abstaining, unanimously supports his election as the director of the company and recommends that shareholders vote in favor of this resolution. I'd like to invite Tim to address the meeting.
Thank you, Chairman, and good morning, ladies and gentlemen. I was born and educated in Melbourne. After qualifying as a chartered accountant and working with Price Waterhouse for around six years, I spent the next 12 years with Hastings Funds Management. I was part of a small team that helped build Hastings into a global investor in private market assets, principally equity and debt issued by infrastructure companies, and I was the Managing Director and CEO of Hastings from 2005 - 2007. Since retiring from Hastings, as the Chairman said, I've been an investor and non-executive director of a range of public and private companies in a variety of sectors, including infrastructure, transport, mining, financial services, and property.
I'm currently 56 years of age and thoroughly enjoy working with companies as an investor and director and hope to assist on all major issues, with a special interest in strategy development and execution, capital allocation, and particularly adequacy of returns, acquisitions and divestments, building senior team capability and connection, and also stakeholder engagement. The Lottery Corporation has a valuable and long-term portfolio of licenses, brands, and games. The Board and management team have done a terrific job executing the recent de-merger and creating one of the best-performing lottery businesses in the world. There is opportunity to further improve and deliver greater value to shareholders, and if I achieve your support, I look forward to working with our terrific team and Board to help realize many of these opportunities.
Thank you, Tim. I will now take questions on this item. Are there any questions?
Mr. Chair, the company has recently appointed, or will be appointing, a new CEO and, subject to this meeting, a new director, Mr. Tim Poole. Is it intended to increase the size of the Board, and what are the other objectives that you intend to look at when you're looking at Board renewal? You've already mentioned the gender issue. Are there other issues that you need to address in Board renewal?
Thank you, Mr. Loosemore, for that question. There are a range of issues. First of all, we have a skills matrix that we'd like to see fully populated, and that covers a whole range of attributes directors bring to the business, and not all directors can contribute equally on every aspect of it. We'll look at that. We will look at succession. We'll look at average age. I mean, this isn't the youngest board, apart from Tim, you reduce the average age of the board by about half. They're all matters that we will consider going forward, and subject to the various constraints, including sort of diversity targets, we will, and my position has always been to choose the best person in the field who's going to deliver the most value for shareholders and contribute to the board.
You mentioned the board skills matrix, but it doesn't actually identify individual directors on that matrix, so it makes it harder for shareholders to actually work out, for example, where Mr. Poole fits in. You do mention why the board supports the election, but you talk about the board skills matrix, and then you don't actually identify who fits in where in that matrix. Would you be willing to look at identifying individual directors on that matrix?
I'll take that question on board, Mr. Loosemore. I know it's the position the ASA holds. As I've said to you in the past, we as a board make decisions collectively, and we take collective responsibility for it. Whether or not identifying specific skills of specific individuals helps you beyond knowing that the skills matrix is fully populated is something we'll consider. Are there any other questions from the floor? As there are no other questions, we have now finalized discussion on this item. The proxy votes received prior to the meeting in relation to this resolution are now shown on the slide. It seems from the proxies received that this resolution will pass. Congratulations, Tim. We'll now move on to the next item of business. This relates to the re-election of Anne Brennan as the director of the company.
Anne has been a non-executive director of The Lottery Corporation since May 2022. She is Chair of the Audit Committee and a member of the People and Remuneration Committee and the Nomination Committee. Anne retires in accordance with the Constitution, and being eligible, she has offered herself for re-election. The board considers Anne's extensive experience and background in finance, accounting, risk and compliance, and audit, and the gaming and entertainment industry itself to be of value to The Lottery Corporation. She's considered by the board to be independent. The board, with Anne abstaining, unanimously supports Anne's re-election as the director of the company and recommends that shareholders vote in favor of this resolution. I now invite Anne to address the meeting.
Thank you, Doug, and good morning, ladies and gentlemen. Thank you for the opportunity to stand for re-election to the Board of The Lottery Corporation. I joined the Board at the inaugural AGM in 2022, following the de-merger from Tats. The notice of meeting contains details of my career, including executive experience at KPMG, Andersen, Ernst & Young, CSR, and the Coats Group. Since 2019, I've become a full-time Non-Executive Director, and in the last five years, I've sat on listed companies: Argo Investments, Charter Hall, Spark Infrastructure, and Tabcorp. I've also sat on the boards of Rabobank Australia and Rabobank New Zealand, and in the government sector, I've been a board member of TCorp New South Wales.
I currently sit on the Board of GPT Group and Endeavour Group, and as announced recently, I'll be retiring from Endeavour Group at the conclusion of the AGM on the 17th of November. I've chaired the Audit and Risk Committees for most of the companies that I've served on, and I've also been a member or Chair to the People and Remuneration Committee on those boards as well. The experience I've gained in my executive and board careers provided me with detailed knowledge on business generally, and in particular, commercial, financial, risk management, and governance of listed private and government entities. The Lottery Corporation is a great business with long-dated or exclusive licenses and high-profile brands. The group is well-placed to protect and enhance its game portfolio to deliver steady growth and returns to shareholders.
The group has a strong social license to operate, and we continue to work with regulators and our communities to maintain the integrity of our licenses. If re-elected today, I'll work with your Board and management team to continue to support all stakeholders and deliver strong returns to shareholders. Thank you.
Thank you, Anne. I'll now take questions on this item. Are there any questions from the floor?
Thank you for addressing your re-election. I was wondering if I could ask Director Brennan if she could tell us the two or three things that she's most proud of in terms of her contribution on the Board to the company.
Thank you. Good question. I think working with Tabcorp and working for what would have been 18 months or two years during COVID on the separation of The Lottery Corporation from Tabcorp would be a particular highlight for me. I worked with many of the executive team that are here today and the Board to achieve that. I think secondly, it's working with the Board and the management team in maturing the business as it's separated from Tabcorp, and I think really helping the team to deliver at the same time as managing all of the financial functions and risk, and the compliance of what is a highly regulated business.
Can I say I've worked with Anne on other boards at another board, and when I was Chairman, knowing that Anne is in command of the Audit Committee does help me sleep at night. As there are no more questions, we now have finalized discussion on this item. The proxy votes received prior to the meeting in relation to this resolution are shown on the slide. It seems from the proxies received that this resolution will pass. Congratulations, Anne. We'll now move to the next item of business. Item 2C on the agenda is the re-election of John O'Sullivan as a director of the company. John has been a Non-Executive Director of The Lottery Corporation since October 2022. He is Chair of the Risk and Compliance Committee and a member of the Audit and Nomination Committees.
The Board considers John's extensive experience and background in legal, corporate, governance, finance, risk, and investment banking to be of value to The Lottery Corporation. He's considered by the Board to be independent. The Board, with John abstaining, unanimously supports his re-election as Director of the company and recommends that shareholders vote in favor of this resolution. I would now invite John to speak on his behalf.
Thank you, Doug. Good morning, shareholders. I'm honored to have been nominated for re-election as a director of The Lottery Corporation. You first elected me in 2022, and it's been a pleasure and a privilege since then to serve on the board.
A special position in Australian corporate life. As has been mentioned, it's got long-dated, exclusive licenses in every state and territory except WA. Those are not only a source of great value for The Lottery Corporation, but also great obligations and some risk. Your Board must not only oversee the profitable and sustainable operation of those licenses, but also has to ensure that The Lottery Corporation continues to meet its responsibilities and preserve its social license. I believe I've got the skills to help the Board to achieve those goals. My 25 years as a lawyer with one of Australia's great law firms, Herbert Smith Freehills, my five years as General Counsel of Commonwealth Bank, my ten years as Executive Chairman of Credit Suisse in Australia, have all helped equip me with operational, financial, and legal skills that in turn help the Board oversee key decisions.
Additionally, I spent 12 years on the Takeovers Panel. I've had stints on the boards of companies such as AMP, WestConnex, and Abacus Storage King, and all of those mean that I understand governance, compliance, and risk management. I believe I've used those skills not only in the boardroom, but as Chair of the Risk and Compliance Committee and as a member of the Audit Committee to your advantage. None of us can or should claim individual credit for the success of the company, but I do believe that I can play my part as a member of the team that delivers that success. I do wish to continue contributing to the Board to safeguard and strengthen The Lottery Corporation, its business, and its people, so I therefore ask for your continued support and for your vote for my reelection. Thank you.
Thank you, John. I'll now take questions from the floor on this item.
I'd like to thank most of the Board for ensuring that they have adequate shareholding in the company so that we can be assured that your interests are aligned with us as shareholders. I think the Australian Shareholders Association will appreciate it when Director Megan Quinn brings her shareholding up to her base fee level.
Thank you, Mr. Loosemore. Both Megan and the Board are acutely aware of the obligations and will meet them. Are there any other questions from the floor? If there are no more questions, you'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. It seems from the proxies received that this resolution will pass. Congratulations, John. We'll now move on to the next item of business. Item three on the agenda relates to the adoption of the company's remuneration report for the financial year ended June 30th. The Lottery Corporation's remuneration philosophy is based on appropriately recognizing, rewarding, and retaining high-performing talent. This enables us to, among other things, create value for shareholders. The remuneration report outlines The Lottery Corporation's approach to remuneration and the outcomes for the most recent financial year.
The Board unanimously recommends that shareholders vote in favor of this resolution. The vote on this resolution is advisory only and does not bind the directors of the company. However, directors will take the outcome of the vote and shareholder feedback into consideration when setting remuneration practices for future years. I'll now ask the Company Secretary to read out questions received prior to the meeting on this item. Nicholas?
Thank you, Chairman. We have received one question on this item from Ms. Natasha Lee. Ms. Lee asks, "The short-term incentive remuneration outcomes seem too generous given there was a decrease across revenues, EBITDA, NPAT, etc., and targets were missed, yet outcomes of 90.3% were awarded. There was insufficient stretch built into the reward system.
Thank you for your question, Ms. Lee. The FY 2025 SDI outcome of 90.3% reflects a balanced assessment of performance across both financial and non-financial measures. While revenue was down 3.5% on target EBITDA and was 3% down on target mainly due to unfavorable jackpot outcomes, operating expenses were higher than planned at 6% favorable; it was better than 6% to target. The SDI framework also considered performance against a range of measures that the group achieved throughout the year. Although our customer numbers were below expectations following a record year in FY 2024, good progress was made across other operational and strategic priorities.
Taking these factors into account, the Board considered 90.3% of target SDI payout, which equates to 60% of maximum opportunity for the Managing Director and CEO and 45% for the executive KMPs, key management personnel, to be a fair and appropriate outcome that recognizes the overall delivery against group objectives while reflecting the shortfall in key financial outcomes. Are there questions from the floor?
The long-term incentive plan uses both relative TSR and return on capital hurdles. Return on capital invested is supported by the ASA as a good measure in LTI performance, but given that the return on capital invested is likely to be high for The Lottery Corporation, how will that be taken into account in the executive performance targets against it?
Thank you, Mr. Loosemore. It is a good question and one we have addressed in the past. In that on-demerger, given the accounting procedures undertaken now, return on capital is in the high 20s, mid to high 20s. As we have discussed at the Board and with investors, it's unlikely that management could bring many initiatives forward that are going to give us a higher return on investment or on capital than that which exists, so it will most certainly be dilutive. We were very clear when we introduced the target last year that the Board retains discretion to take into account matters brought forward by management for the benefit of shareholders that dilute the return on capital, return on invested capital, and we'll take that into account when making an assessment of performance.
Why was the absolute TSR gateway removed for financial year 2026, and what alternative protections ensure no large payouts occur when shareholders experience negative returns?
Look, I fundamentally believe that incentive schemes need to incentivize, and if we have too many challenges or too many hurdles in there that reduce the confidence of management in the fair outcomes, then we need to address that. We believe that the absolute TSR hurdle was probably unnecessary for a company like this given we'll perform well against other companies in downturns, and we want to keep management fully engaged. It was a considered decision, and we did delete it, as you note. Are there any other questions from the floor? If there are no more questions, we have now finalized discussion on this item. The proxy votes received prior to the meeting in relation to this resolution are shown on the slide. It appears from the proxies that this resolution will pass. We'll now move on to the next item of business.
Item four is the proposed grant for performance rights to the incoming MD and CEO under The Lottery Corporation's long-term incentive plan. On 28th of July, 2025, the company announced that Wayne Pickup had been appointed as The Lottery Corporation's next Managing Director and CEO, and he would commence with the company on 24th of November, 2025. Wayne will assume the role of Managing Director and CEO following the receipt of all necessary regulatory approvals in relevant jurisdictions. Shareholders are being asked to approve the grant of performance rights to Wayne as the long-term incentive component of his remuneration package for fiscal year 2026. The FY offer will be made under The Lottery Corporation's long-term incentive plan, which operates under the equity incentive plan rules on the terms set out in the explanatory notes to the notice of meeting.
Due to Wayne commencing partway through the service period of fiscal 2026, a pro-rated grant will be offered. In accordance with the formula set out in the notice of meeting, it is proposed to grant 401,033 performance rights to Wayne. If shareholder approval is obtained, vesting of the MD and CEO's grant of performance rights will be subject to two separate tranches, with each tranche having its own performance measures and conditions. 50% of the MD's and CEO's performance rights will be subject to performance measures based on relative total shareholder return, TSR, as we've discussed, over a three-year period commencing from 1st of October, 2025 and ending 30th of September, 2028.
50% of the MD and CEO's performance rights will be subject to a performance measure based on the achievement of average return on invested capital, ROIC, as we just discussed, measured over three financial years from July 1st, 2025 - June 30th, 2028, inclusive. The Board has set threshold, target, and stretch targets for the ROIC tranche that are considered to be challenging in relation to our strategic plan. Given the commercially sensitive nature of the targets, the ROIC threshold, target, and stretch goals will be published following the end of the performance period. Vesting of all performance rights is also subject to a service condition. Performance rights will lapse if performance and service conditions are not satisfied at the end of the applicable performance and service periods, subject to limited exceptions. All performance and service conditions will be tested on or around October 1st, 2028.
Any performance rights that vest will be held under a holding lock for a further 12 months from this date. As is The Lottery Corporation's practice, the LTI plan will be reviewed each year to ensure it continues to effectively incentivize and reward for the creation of long-term shareholder value. The Board recommends that shareholders vote in favor of this resolution. I'll now take questions from the floor on this item. If there are no more questions, we have 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. It appears from the proxies received that this resolution will pass. We now move to the final item of business, closing the meeting. That concludes the formal business of this meeting.
If you haven't already done so, please submit your votes in respect of all resolutions now using the paper voting card. We'll leave the poll open for a further five minutes after the close of the meeting to enable shareholders to cast their votes. The results of the poll will be released to the ASX markets announcements platform as soon as possible after this meeting. On behalf of the Board and management, and particularly Sue, I would like to thank you for attending The Lottery Corporation's annual general meeting and for providing questions and comments to help make this an engaging meeting, which it has been. Thank you again for your time today and for your continued support of The Lottery Corporation. I now declare the meeting closed. Please join us for refreshments.