Betmakers Technology Group Ltd (BET) Earnings Call Transcript & Summary

[Audio Gap] Need to thank those present for taking the time to attend today's meeting. Your support and interest in the company's affairs are appreciated by the Board. Firstly, I would like to introduce my fellow Directors present today; Todd Buckingham, Simon Dulhunty; and Matthew Davey. Also present in today's meeting is our company Secretary, Charly Duffy; Chief Financial Officer, Anthony Pullin; and our Audit Partner, Paul Pearman. Today's meeting is being held online via the Lumi platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. There is a slight 20 to 30-second delay between me presenting to you today and you receiving the audio. So I ask that you all please be patient if there's a slight -- if there are slight pauses throughout the meeting. Online attendees can submit questions at any time. To ask a question, select the messaging tab at the top of the Lumi platform. And at the top of that pad, there is a selection for you to type your question. Once you finish typing, please hit the arrow symbol to send. Please note, that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note, that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together. For those shareholders who wish to ask a verbal question, an audio question facility is available during this meeting. To use this service, please pause the broadcast on the Lumi platform and then click on the link under Asking Audio Questions. A new page will open, where you will be prompted to enter your name and the topic of your question being connected. You will listen to the meeting at this page, while waiting to answer your question. If you have any issues using the system, please return to the Lumi platform. And finally, due to time restraints, we may not get to answer all your questions. If this happens, we will answer them in due course via e-mail, posting responses on our website. Voting today will be conducted by way of poll on all terms of business, in order to provide you with enough time to vote. I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting, a new voting tab will appear. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button, as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting close. After discussion of each resolution and before the resolution is put to the meeting, I will disclose the way in which proxy votes have been cast on the resolution and the way in which other usable proxy votes given to the chair of the meeting will be cast. I now declare voting open on all items of business. The voting tab will soon appear. Please submit your votes at any time. I will give you a warning before I close voting. The company secretary has informed me, that we have a quorum present, I, therefore, declare this Annual General Meeting of BetMakers Technology Group Limited open. Before we commence with the formal part of the meeting, I would like to invite our CEO and Managing Director, Todd Buckingham, to make his address to the meeting.

Thank you, Nick. To my fellow shareholders, I'm pleased to update you on the company's progress and performance in FY '21. The company reported FY '21 revenues of AUD19.5 million, which represents 127% increase on FY '20. The result was driven by rising demand for BetMakers products and services in Australia and overseas, and included 2 weeks of revenues from the company's acquisition of Sportech Racing and digital businesses, which completed on the 18th of June, 2021. The Sportech acquisition and acceleration of the company's strategy in the United States market, including fixed odds betting on horseracing, were highlights in a transformational year for BetMakers on the global wagering stage. BetMakers now operates in more than 30 countries, with more than 200 customers, and we believe we are one of the leading B2B suppliers for racing around the world. Each sector of our business, including Global Racing Network, Global Betting Services and Global Tote is in a position for continued growth throughout FY '22 and beyond. As Chief Executive Officer, I could not be more excited about the potential of the company and the size of the opportunities, our dedicated teams have established globally. We have successfully built on our position as a core data and technology partner to the global racing industry for racing bodies, rightsholders and wagering operators, with demand for digital wagering and integrity products growing in Australia and internationally. It is especially pleasing that our collective vision for the company over the past 3 years is being clearly actioned. Management and staff are implementing plans and executing on a global strategy that has been supported by the company's Board. This strategy, which at its core, has a focus on creating and delivering best-in-class B2B wagering and integrity-led products, that monetize content for stakeholders across the global racing ecosystem, has delivered sustained value growth for shareholders. This is demonstrated by the share price performance over the past 2 years, in FY '20, reported an 844% growth in FY '21, the growth was another 152%. I'm thankful for the support of shareholders, especially long-term holders, and those who invested as part of the BetMakers journey. It has at times been a voyage into uncharted waters, but we have always believed in staying the course, and that the prize we are sailing towards would not come without some rough seas. Over the course of FY '21, BetMakers has continued to grow its domestic business in Australia, while navigating new territories and markets that have now established the foundation for the company's next phase of growth globally. In pioneering, by advocating fixed odds betting in the horseracing industry in the United States, and subsequently, the approvals by law in the state of New Jersey, we are playing a leading role in the innovation and evolution of horseracing. By continuing to pursue strategic opportunities, such as the acquisition of Sportech PLCs racing and digital assets, we are investing in global opportunities that we believe can achieve significant scale for the company, while also providing financial strength for the global horseracing industry, as it competes with other sports, both for audiences and share of wagering. In building this vision, we have assembled some of the best executives and advisers available in global wagering. Matt Davey, a global entrepreneur in the wagering space and BetMakers' biggest shareholders, has committed to the long-term growth of the company and has been a valued addition serving as a Non-Executive Director on our Board. Matt Tripp, a pioneer in online wagering in Australia, bought into BetMakers during FY '21, and agreed to an exclusive adviser for the company on a B2B wagering globally. We have now Australian offices in 3 states; Newcastle, Melbourne and Brisbane, and a highly skilled development and Race Day operations team in Sri Lanka, together with the acquisition of Sportech Racing and digital assets, we have offices in 8 countries. The culmination of this growth in talented people and geographies, is the intention to create one of the most prominent companies in the global wagering sector. I would like to thank BetMakers Chairman of the Board, Nick Chan, who has been with the company since its inception, and all Board members for their support in FY '21. The Board, management and staff remain mindful, that this year has again been a very difficult period for many people around the world, during waves of the coronavirus, and we extend our thoughts to all those affected. The company's resilience as a borderless digital business, has been evidenced more than ever this year. But just as importantly, the ability of our staff to operate under times of duress and still deliver the highest quality and continuity of service has been remarkable. Finally, with the addition of staff from all over the world who have embraced the BetMakers culture and passion, I would personally like to thank all of you. We are aligned as a company with a clear vision and coherent action plans, and we are excited.

Thank you, Todd. This now brings us to the formal part of the meeting. There are 7 items of business, including 5 resolutions, which have been listed in the Notice of Meeting. The Notice of Meeting was sent to shareholders in October, and I will take that as read. Before we consider the items of business, there are a number of procedural matters, I wish to draw your attention to. While our visitors and guests are most welcome here today, this is a shareholders meeting and only shareholders, their attorneys, proxies and authorized company representatives are entitled to ask questions and vote at this meeting. I am holding undirected proxies in my capacity as Chair, and it is my intention to vote all such proxies in favor of all resolutions. Any directed proxies that are not voted at the meeting will automatically default to me as Chair of the meeting, and I am required to vote those proxies as directed. The final results of the polls will be available later today on the ASX. Financial statements and reports; the first item on the agenda is to receive and consider the Annual Report of the company, together with declarations by the Directors, the Directors report, the remuneration report, and the auditor's report for the financial year ended June 30, 2021. This item does not require a resolution to be put to the meeting but does provide an opportunity for shareholders to ask questions or make comments on company matters. The company's auditor, Paul Pearman, is available to address any questions in relation to the conduct of the audit, or the content of the audit report. Any questions to the auditor should be directed to me as Chair, in the first instance. If you have a question on this item and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your questions in the chat box now.

Nick, we've taken a number of general questions, which we can start to go through now. The first one is, is BetMakers a part of the Matthew Tripp bid for WA TAB?

I think I'll answer that question. No, we're not. BetMakers as a B2B operation does service a significant part of the wagering industry, and we would obviously be in the -- I imagine, if there is a formal bid from Mr. Tripp and we would be tendering for our services as well.

Thank you. Next question is, the recent media on the BetMakers partnership with RWWA, that will provide fixed odds win, place an exotic bet types for all codes of racing across RWWA sales channels, including TABTouch, as well as more than 320 retail agencies. I would have assumed, that this was material and needed to be announced to the markets. Can you please explain the reasoning to not release to the market?

Charly, I might ask you to answer that as company secretary, please?

Sure. The ASX only allows BetMakers to announce deals that it considers will have a material impact on the price or value of BET shares. Due to the significant increase in the share price over FY '21, the Board considers that this commercial deal with RWWA is not significant enough to have a material impact on the price of value of that shares. As a result, the ASX rules doesn't commit that to announce RWWA deal as a standalone announcements.

Thanks for that, Charly.

Next question was, did any of the 5 main proxy advisers in the Australian market, being ACSI, ASA, Ownership Matters, Glass Lewis and ISS recommend a vote against any of today's resolutions, which of the proxy advisers are covering us, and has there been a material proxy process vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolution, so shareholders can ask questions if there have been any protest votes?

The -- thanks, I'll answer that. The question is -- the company is unable to comment on proxy advisers and their recommendations. If shareholders, I think, wish to access the insights of Proxy Advisers, we recommend that they subscribe to the Proxy Advisers subscriptions. I can confirm that proxy votes will be disclosed, before we invite discussion on today's resolutions.

Thank you. Another one, with New Jersey's [indiscernible] rules and regulations being approved, which do you believe will be the next state in the U.S. to approve fixed-odds wagering?

Todd, I might ask you to answer that?

Yes, not a problem, Nick. There has already been some movement. There's some regulations that are being put forward in Colorado, and then over the weekend or late Friday night, there has been a recommendation put forward from New York as well. We believe that what we're doing in New Jersey, is going to have a model to follow, and so we would expect that other states follow -- and follow, obviously, you can see by the response of those states, Colorado and New York already, that there's a movement in place. So we would expect that, that would continue with other states as well.

Thanks, Todd.

Next question is, given the interesting discussion across a range of topics that is unlikely to unfold today, and the inability to hold physical AGMs, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website. 9 Entertainment Chairman, Peter Costello, who appreciates the benefit of a Parliamentary [ hands-on ] transcript, where MPs don't have to scroll through all videos to find out what was said, made this change earlier this month and had a full transcript of 9's AGM online before the end of the day. Can we match that timeframe?

Look, first of all, we take this request on notice, and then we will be able to upload a copy of the webcast on the website. We'll see what we can do to provide shareholders with a transcript of today's discussions as soon as possible.

Next one is, did MasterCard have any ethical concerns about partnering with BetMakers and EML payments to launch the global bookies card? To what extent, if at all, does this card facilitate the provision of gambling industry credit, and are there money laundering risks? Has AUSTRAC signed up on this product, and who are our biggest competitors in this space?

Anthony, do you want to answer that or Todd, one of you?

Yes, Nick, I can do it. MasterCard, don't believe have had any ethical concerns regarding this card, and it's not the first type of cards in the market. There are a number of other wagering operators with very similar products. So for us, the Bookies Card was more about providing our platform clients with an additional product. Regarding credit, no, it doesn't facilitate any gaming industry credits. And regarding anti-money laundering risks and the AUSTRAC sign-up, the card does carry the usual AML risk associated with it, and it's probably worth noting that with regards to AUSTRAC sign off, AML is actually the issuer of the card and the reporting entity for the anti-money laundering and counter-terrorism purposes.

Thanks, Anthony.

The next question, Aristocrat has offered AUD5 billion for U.K. listed gambling software company, Playtech, and already 2 other rival bidders have emerged. Please comment on whether BetMakers has any commentary just to Playtech and whether we anticipate also potentially being the subject of takeover interest, given the gambling technologies have been so hot at the moment? Do any of our offerings compete with Aristocrat or potentially interest them?

Todd, do you want to answer at least the first part in terms of our services?

Yes. So just to be clear, BetMakers is a B2B supplier, predominantly in the horseracing space, and that's where we've concentrated. Playtech is a AUD5 billion company, really concentrated on European markets, European sports, and so we haven't had a great deal of crossover between the businesses. We believe that we are in a hot sector, obviously. But -- and we believe that horseracing is going to obviously be of interest to Playtech and other companies as well, as they expand their product range from sports into horseracing, in regards to bids and the like, we don't think we're in a position to be able to answer that.

Thanks, Todd. Yes any discussion will be just speculative. Thank you. Charly?

Another one on the announcement on the 4th of November, regarding fixed odds betting on horseracing, it mentioned, it would update the market shortly, in regards to when it intends to begin with its partners, the facilitation of fixed-odds betting in New Jersey. As this was over 2 weeks ago, when do you anticipate this announcement being made to the market on this?

Todd, perhaps you can answer that in terms of our progress on that?

Yes. Obviously, it has been a busy 2 weeks, and as a company, we can't announce anything unless we have got some clear parameters. That being said, we are working around the clock with regulators and our partners as well, to ensure that happens in a shorter space of time as possible, as we are flagged to the market, there'll be an announcement as soon as we get in a position to be able to announce the striking of the first bet in New Jersey.

Thanks, Todd.

Next question. Nick used to be the CEO of Text Media, a public company, which prided itself on operating ethically. Now you're the Chairman of the gambling Industry Outfit. Do you ever reflect on the ethics of operating in the gambling industry, and what steps have you personally taken, to ensure that BetMakers is not inflicting unnecessary harm on gamblers?

That's an interesting question. Look, just to say that, we obviously, at BetMakers, we subscribe to responsible gambling and we acknowledge that as well as other areas such as AUSTRAC and at anti-money laundering. It is a legal product as such and we operate in regulated industries, and we pride ourselves on being able to deliver fully regulated markets that we operate in. As to my own reflection, I think I'll just keep those private, thank you.

And I will just cover off on that, Nick. We -- just to reiterate, we do operate in regulated markets. We're working -- integrity is a huge part of what we try and do with BetMakers and working with rightsholders. It's important to us, that players are protected by operating in those markets.

Next question, BetMakers has recently been added to the ASX 300. Could Nick Chan please comment on why as Chairman, he insisted only on 10 minutes of formal presentations today? Can we undertake that next year's AGM will be taken more seriously, including at least 20 minutes of all presentations? Also, why within a video of today's AGM, would you be expecting raising plans to only listen to audio rather than view video of races around the world? Faceless executives and Directors is not how most ASX 300 companies run their AGMs?

Thank you. We take that on notice and we would hope that next year, we can actually not have a virtual meeting and have an actual meeting, and we would hope that, that can occur. And there is no reason why we would not be operating of a 20-minute presentation. Thank you.

Couple more questions now, you've given reasons why you did not deem the tie-up with RWWA worthy enough of the standalone ASX announcement. What is the projected turnover for this tie-up to BET? Ballpark figure will do.

Do you want me to take this, Nick?

To the extent that you're not disclosing confidential information, yes.

Yes. We obviously can't disclose commercial agreements, and we don't intend to disclose commercial agreements. We will say that, we value the RWWA agreement important in BetMakers, in terms of working with that company or that business, and we see it as a really important agreement. How that reflects on to the share market, the ASX have got their rules, and we need to abide by those rules. We would like to put all of our announcements on the ASX. But obviously, we can't put announcements on there, that haven't got a material impact on the share price. So while we feel it's important, and we think it's a very good deal for BetMakers and for RWWA, we're -- hands are tied in that regard.

Thanks, Todd.

Another one, BetMakers shares have soared from as low as AUD0.08 in January last year to AUD1 today. [indiscernible] such outstanding performance. The CEO, Todd Buckingham, owns 14.7 million shares outright and is, therefore, at slight risk, who could potentially sell all his shares and retire. Could Todd comment on whether his shares are pledged to any financiers or/and could the rem Chair comment on what steps we are taking to retain your services, given he is now independently wealthy, on paper at least?

Sorry, Charly, could you maybe repeat that question very quickly?

Sure. Could Todd comment on whether he's shared our 2020 financiers? And could the remuneration and nomination share could comment on what steps that he is taking to retain Todd's services, given he's now independently wealthy?

Well, first of all, Todd's shares aren't pledged to any financial institution, otherwise, he would be required to declare that. Secondly, I would invite Simon Dulhunty, who's our [ Independent ] Chair to answer the second part of that question. Simon?

Thank you, Chair, and thank you for the question. First of all, I would like to state that the Board is incredibly happy with Todd's performance, and in place as part of the [indiscernible] Committee. We have set performance metrics for Todd, may include a 10-year period, and we have secured Todd's commitment to the company ongoing, and are very happy to have done so.

Thanks, Simon. Charly, any further questions?

Now that we're an ASX 300 company, isn't it time that we moved our main office from Newcastle to Sydney, and also took on a big 4 accounting firm? How long are we locked into having PKF as our auditor, and when did we last put the audit as tender? How much more expensive would it be for an audit to be? Could the Audit committee chair please also contribute to this answer?

Well, there -- first of all, let me just answer the first part of the question. There's no intention of us to move the main office from Newcastle to Sydney, and we're more than happy with where our head office is, and we do -- as a B2B business, we do move around to see our clients who are positioned all around, not only Australia but internationally. The PKF has served as our auditors since we -- since our IPO, 2015, and given that we've just recently acquired Sportech and had a different auditing firm there, I think at some point, we will need to put the audit out to tender. I can't comment in terms of the expense of a big 4 auditor. From our perspective, it will be about the excellence of the auditing process, not necessarily the brand. Matt Davey, as Chair of Audit Committee, I'm not sure if you'd like to add to that at all?

I think that's right. Nick, we're focused on outcomes here, not brand names and I think our approach has been sensible. Obviously, the company has expanded rapidly and we're comfortable with the internal financial controls and auditing that's going on at the moment. But as you suggest, we will be going out to market at some point to tender, and we will look for the best provider for our business, as it's structured today.

Thanks, Matt.

Two more at the stage. What is your assessment of market price drift over the last few weeks, given what is projected in the coming weeks from New Jersey?

I'm not entirely sure what that question -- what is your assessment of market price drift? Look, the stock market will do what the stock market does, and our share price will do what it also does. As Todd has alluded, we have gone through the bulk of our regulation in New Jersey, and we are now waiting, the really execution elements of what we can do with fixed odds betting in racing in New Jersey, and we anticipate that should come in the next several weeks.

Just to reiterate on that, too, Nick, we're taking a long-term view on the horseracing industry as a whole in the U.S. market, not just New Jersey as well, but it is not a short game. This is not going to be something that's going to turn on and instantly be hugely successful. This is going to be a strong, steady growth, we believe, over the coming years. And so from our perspective, it's not about where the share price is today, or we just need to execute on our plan for -- not only New Jersey but the whole of the U.S. market. And if we execute, then the rewards will come.

On that same scene, another question has come through, which is, do you have any comment on the amount of shorting taking price with BET?

No.

Another couple of questions. What is BetMakers doing to reach 30% female representation on its board? Have we retained a search firm, to assist in dealing with this issue, as we have one of the smallest boards in the ASX 300? Who are the most senior female executives at the company, and is the Board satisfied with the diversity achieved at the executive level?

We have -- I might answer that. Even though we do have a discussion in terms of the Board's fees later on. Let's answer that right now. We anticipate -- we have set ourselves a target to reach 25% of female representation on board by June 2022. But there's no reason why we shouldn't exceed that, and no reason why we can't do that sooner. We have actually retained a search firm to assist us with increasing the Board size, as well as covering off a range of skills that we've identified as the Board that's required for us, not only as an ASX 300 company, but as a business that's now dealing internationally as well, with global assets all around the world. The most senior female executives in the company, they are a number we -- obviously, our Company Secretary, Charly Duffy, our leader of People and Culture, and a number of senior executives in the U.K.

While we're on board, there's another question that's come through, that says, Treasury Wine Estates has voluntarily moved 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., BHP and Rio Tinto, all do this, due to the laws in the U.S. and the U.K. Can we please look at doing the same in 2022, particularly given our Board is so small, and we are continuing to build a business in the U.S., which mandates annual elections.

We'll take that question on notice. I think, when we've achieved the market cap of the size of Newscorp or BHP, I'm sure it will become a priority for ourselves.

We have 2 famously pioneering Matts involved with BetMakers. Could Matt Davey comment on his personal history with Matt Tripp, and why isn't Matt Tripp on the Board, as potentially the biggest shareholder in BetMakers, a bit more to come please -- can you share please on the board representation situation and approach with the Tripp interests.

Nick, I'm happy to take that.

Sure.

So I've worked with Matt Tripp over a number of years. I first met him, when I owned a company called OpenBet, which provided a lot of the sports betting technology for sports betting operators around the world. He had a fabulous reputation then, as being one of the most astute operators in the market. He maintains that reputation, and the Board is incredibly lucky to have him as an adviser to the Board. In terms of the board construction, we're obviously following corporate governance and a focus on board diversity, which Nick referenced earlier, I think that's the direction which the Board is moving towards, but we maintain all of the benefits on his great background, reputation and intellectual capacity, as an adviser to the company. Back to you, Nick.

Thank you. I think that covers the question in terms of summarizing the Board representation situation, so I won't pursue anything further. Charly?

Sure. A couple more, does Matt Tripp have any deals in the pipeline or working on any deals, leading to access his incentive shares?

I'm sure Matt is always working on a number of deals, if I read what happens in the press. But it's not our -- it's not for us to disclose.

Okay. Just [ final or ]the last one, when disclosing the outcome of all resolutions today, will the Chair and CEO support the idea of publicly disclosing how many shareholders voted for and against each item, similar to what happened to the scheme arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions? And was the disclosure initiative recently adopted by MetCash and Southern Cross Media after their AGMs?

Charly, we'll discuss that -- we'll take that on notice and discuss that between you, me and Todd.

Okay. Just a few other questions, which might be -- have already been addressed in previous responses. So I think we can move on and we can get back to shareholders on individual questions, if there's any information, that can [indiscernible].

Thanks very much. Charly is -- you've read out the questions. Can we -- if there's no further questions, can we move on the first resolution?

Yes, sure. So we were just discussing the financial report. So I'm moving on to resolution 1 now.

The first resolution on the agenda today is a nonbinding advisory vote for the adoption of the remuneration report for the financial year ended 30th of June, 2021. The remuneration reports contained in the annual report, which is available on the company's website. It includes details of the company's policy on remuneration of directors and executives, a discussion of the relationship between the policy and the company's performance, and details of the performance conditions associated with the remuneration of the CEO and other executives. As stated in the Notice of Meeting, this is an advisory and nonbinding resolution, although the Board will take the discussion on this resolution into account, when considering the future remuneration arrangements of the company. Details of the resolution are set out in the Notice of Meeting. The Board recommends its shareholders to vote in favor of resolution. If you have any questions on this item, and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your question in the chat box now? Charly, as Company Secretary, can you please read out any questions regarding resolution 1?

We haven't received any questions regarding resolution 1.

As there are no questions, I now draw your attention to the resolution and the proxies received on the screen. Resolution 2? Resolution 2 on the agenda today, is the reelection of Mr. Simon Dulhunty. Details of Simon's qualification and experience is set out in the Notice of Meeting in the company's Annual Report. Details of this resolution are set out in the Notice of Meeting. The Board, other than Simon, recommends that the shareholders vote in favor of this resolution. If you have a question on this item and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your question in the chat box now. Charly, as Company Secretary, can you please read out any questions received during resolution 2?

We haven't had any questions on this item.

As there are no questions, I now draw your attention to the resolution and the proxies received on the screen. Resolution 3. Resolution 3 on the agenda seeks shareholder approval to increase the nonexecutive directors' remuneration pool to AUD850,000 per annum. Details of this resolution are set out in the Notice of Meeting. If you have a question on this item, and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your answer in the chat box now. Charly as company Secretary, can you please read out any questions received regarding Resolution 3?

We haven't received any questions about Resolution 3.

Thank you. As there are no questions, I now draw your attention to the resolution and the proxies received on the screen. Resolution 4. Resolution 4 seeks shareholder approval to ratify the prior issue and allotment of 443,262 Form Cruncher shares under ASX listing Rule 7.1. Details of this resolution are set out in the Notice of Meeting. The Board recommends that shareholders vote in favor of this resolution. If you have a question on this item and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your question in the chat box now. Charly, can you please read out any questions regarding resolution 4?

We haven't received any questions regarding resolution 4.

As there are no questions, I now draw your attention to the resolution and the proxies received on the screen. Resolution 5, the final resolution seeks shareholder approval to modify the company's long-term incentive plan, including the adoption of the additional subplans. Details of this resolution are set out in the Notice of Meeting. The Board recommends that shareholders vote in favor of this resolution. If you have a question on this item and have not yet submitted it using the chat box, please tap on the question icon on your screen and type your question in the chat box now. Charly, are there any questions? Can you please read out any questions regarding -- resolution 5?

We haven't received any questions regarding Resolution 5.

As there are no questions, I draw your attention to the resolution and the proxies received on the screen. Other business. The final item on the agenda today is any other business that may legally be brought before the meeting. Are there matters to be brought forward?

Nick, we have received a couple of questions that came through outside of the resolutions that will be considered at the time. I'll propose it to you now. The first one is, which of the proxy advisers recommended against the fee rise for the NEDS? What is the plan in terms of actually lifting the fees to be paid?

We've already taken -- we've already explained our position in terms of proxy advisers and the details and their recommendations. So I'll -- as I said, if shareholders wish to access those insights of the proxy advisers, then they will need to subscribe to their services. In terms of the fee rise, what is the plan? I think the plan was to increase the size of the Board, as well as to address the benchmarking of our fees that was done by an independent firm, both of which -- the concept of which is to increase the board size, to what is really a standard for ASX 300 companies, as well as addressing the skills that we've identified -- the additional skills that we've identified, that's required for our Board. These skills basically are in the area of public policy -- regulatory policy, as well as accounting and audit.

Thanks, Nick. I've also received a question regarding -- can the Chair please comment on what caused the biggest processed votes on both the REM report and the NED fee rise? Will changes be made in response to this?

Sure. First and foremost, I think we -- well, none I think. We put out a explanation the other day, in terms of their announcement to -- in terms of what we will be doing into the future. The main issue with the votes -- or not the main -- the main issues raised with this raise and concerns raised with us on the rem report was, disclosure in terms of the way we outlined and the clarity in which we were describing, in detail, the remuneration framework. We've accepted that criticism and concern, and we will be addressing that in terms of the way we lay out and explain our rem framework into the future. We'll be engaging some external system to help us outline those with greater clarity and disclosure. In terms of the NED fee rise, I think the -- there was no real issue with that, in terms of quantum -- more about what we were dealing -- how we were going to deal with diversity and the size of the Board, including independence of the committees, which again, I think we've outlined in terms of our supplementary announcement.

Last question we've received is, are the Waterhouse family involved with the company in any way other than being a major shareholder?

Todd, do you want to outline the MTS involvement?

Yes. As flagged to the market previously, we've got a commercial arrangement in place with Tom Waterhouse, and his related entities. So Tom has helped us create, what we call the MTS division of the business, managed trading services. We've had huge success in that division of the business. In particular, over the last 12 to 18 months. We're really happy with the structure of the deal and -- but as far as, in regards to anything external to that, then no, there's no other involvement with the Waterhouse family, other than our commercial deal that we've got with Tom.

Thanks, Todd.

We [ got all ] the questions that we received so far.

Thank you. Ladies and gentlemen, that concludes our discussion on items of the business before the Annual General Meeting today. In a few minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalize those votes. I declare the voting now closed. After the votes on the resolutions have been counted and reviewed, the results of the poll will be announced on the ASX, via an ASX announcement. I now declare this Annual General Meeting closed. Thank you all for your attendance at this meeting and your interest in the company. On behalf of the Board, we look forward to your continued support in the coming year. Thank you.