Betr Entertainment Limited (BBT.AX) Earnings Call Transcript & Summary

Good morning, and welcome to the Extraordinary General Meeting of betr Entertainment Limited. My name is Matthew Tripp, and I'm Chairman of the Board and Chairman of this meeting. I declare that a quorum is present and the meeting open. I would like to introduce my fellow directors and company officers that have also joined this meeting virtually. Our Chief Executive Officer, Andrew Menz, Non-Executive Directors, Michael Sullivan, Nigel Payne, Tim Hughes and Ben Shaw; our Chief Financial Officer and Joint Company Secretary, Darren Holley; and our Joint Company Secretary, Laura Newell. As the notice of this meeting has been circulated, I propose that it be taken as read. Please be advised that I will vote any undirected proxies given to me as Chairman in favor of all resolutions. Today's meeting will be structured as follows: I'll provide an update of betr's takeover offer. I'll explain some of the procedural matters in relation to the meeting, including how you can vote and ask questions. And we will run through each of the 3 resolutions to be determined by shareholders at today's meeting and proceed to vote on each resolution. As of the close of trade on Friday, the 19th of September 2025, betr had a relevant interest in 20.56% of PointsBet shares plus a further 6.52% subject to acceptance instructions under our institutional acceptance facility. Subject to today's resolutions, this position will crystallize into a significant stake, large enough to block actions that run against shareholder interests and to drive constructive engagement with MIXI and the PointsBet Board on value creation. betr's offer remains open until 7 p.m. Sydney time on Thursday, the 25th of September 2025. It will not be extended. And once conditional, we will begin processing acceptances and welcoming new shareholders into betr. While the outcome of our offer was not what we pursued, our conviction remains undiminished. FY '25 was a watershed year for betr. Turnover surged 140% to $1.42 billion, gross win rose 147% to $196.2 million and net win climbed 133% to $147.8 million. We beat our profitability targets and timing, culminating in an FY '25 adjusted EBITDA of $7.2 million, beating consensus by 15% and maintaining our long-running structural margin advantage. These results prove the strength of our model and validate our growth strategy. As we move into FY '26, the opportunity ahead remains clear, a competitive environment that plays to our strengths and a market where innovation and customer experience separate the leaders from the rest. We are pleased that our strong customer momentum has carried us into FY '26 with our refreshed brand and new customer-facing products hitting the market as we head into the Spring Racing Carnival and Footy Finals. In addition, subject to the approval of today's resolutions, betr will conduct a selective buyback of those betr shares issued under the offer at $0.32 per share. This step enhances shareholder value by improving earnings and per share and return on equity. And just finally, and as I've always maintained, betr was built on ambition, execution and value creation. That ethos hasn't changed, and I thank you all for your continued support. Now moving to the procedural components of the meeting. Voting on all resolutions will be decided via a poll. The poll will be opened shortly and will close before the end of the meeting. The results will be announced to the ASX as soon as possible following the close of the meeting. I will disclose proxy votes on the screen when I put each resolution to the meeting. These figures are at the closing time for the receipt of proxies, which was 10 a.m. on Saturday, the 20th of September 2025. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. There are a number of voting exclusions that apply to the resolutions being put to today's meeting, which are outlined in the notice of meeting. I will now take a few moments to explain the voting and question procedures that we will use today. Please also pay attention to the following slides as they will assist you with this process. Moving to Slide 3. Shareholders can submit questions at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the end of the meeting. Please also note that your questions may be moderated or if we receive multiple questions on the one topic, they may be amalgamated together. [Operator Instructions] On Slide 5, in regard to voting, if you are eligible to vote at this meeting, a voting table 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 voting options. There is no need to hit a submit or enter button as the votes are automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed by selecting one of the other available options. I now declare the poll open on all items of business. I will provide a prior warning before I move to close the voting. I will now run through each of the resolutions to be voted on at today's meeting. Resolution 1 is the approval to is betr shares to PointsBet shareholders. Resolution 1 selects to require betr shareholders' approval for the proposed issue of betr shares to accepting PointsBet shareholders under the offer and for the purposes of ASX Listing Rule 7.1 and for all other purposes. The full resolution is displayed on your screen along with the proxy votes received for this resolution. Resolution 1 is an ordinary resolution. For resolution 1 to be passed, a majority of more than 50% of votes cast on resolution 1 by eligible betr shareholders, either in person or by proxy, attorney or in the case of a corporation, its duly appointed corporate representatives must be cast in favor of resolution 1. I will vote the undirected proxies in favor of this resolution. Resolution 2 is a resolution for the approval of the selective buyback. Resolution 2 is a special resolution for the approval of selective buyback. The full resolution is displayed on your screen along with the proxy votes received for this resolution. Resolution 2 is conditional on resolution 1 being passed. This is because the selective buyback will only occur if the offer completes. For resolution 2 to pass, a special majority of more than 75% of the votes cast on resolution 2 by eligible betr shareholders, either in person or by proxy, attorney or in the case of the corporation, its duly appointed corporate representatives must be cast in favor of resolution 2. I will vote the undirected proxies in favor of this resolution. Resolution 3, just in regard to the approval of MIXI's participation in the buyback. As announced to the ASX on the 8th of September 2025, Resolution 3 has been withdrawn. And therefore, accordingly, betr shareholders are not required to vote on this resolution, and we will move to the next resolution. Moving to Slide 9. Resolution 4 is the ratification of the prior issue of institutional placement shares. Resolution 4 seeks shareholder approval to refresh betr's placement capacity under ASX Listing Rule 7.1 following that is fully underwritten $130 million equity raising and institutional placement in April, May of 2025. The full resolution is displayed on your screen along with the proxy votes received for this resolution. Resolution 4 is an ordinary resolution. For resolution 4 to be passed, a majority of more than 50% of the votes cast on resolution 4 by eligible betr shareholders, either in person or by proxy, attorney or in the case of a corporation, its duly appointed corporate representatives must be cast in favor of resolution 4. I will vote the undirected proxies in favor of this resolution. Moving to Slide 10. Questions. I will now address the questions that shareholders have submitted through the course of the meeting. Anyone who wishes to ask a verbal question will be informed when to do so by the moderator. Laura, have we received any questions through the Lumi platform?

Chairman, I can confirm that we have no written or verbal questions.

Thank you, Laura. Therefore, if there are no questions, I will now ask you to please complete your voting in relation to all of the resolutions. [Voting]

Thank you. I now declare the poll closed. The results of the poll will be announced to the ASX following the meeting. Ladies and gentlemen, that concludes the business of the meeting. I now declare the meeting closed. Thank you for your time.