Jumbo Interactive Limited (JIN) Earnings Call Transcript & Summary

November 6, 2026

ASX AU Consumer Discretionary Hotels, Restaurants and Leisure shareholder_meeting 67 min

Earnings Call Speaker Segments

Susan Forrester

executive
#1

Good morning, and welcome to Jumbo Interactive's 2026 Annual General Meeting. I'm Susan Forrester, the Chair of the Board, and it's a pleasure to be with you here on a hot day in Brisbane. The [indiscernible] around is in full bloom and we are at Melton Green, our head office in Brisbane. I'd like to welcome those of you who are viewing our AGM today via webcast. I'd like to begin by acknowledging the Yuggara and Turrbal peoples and pay my respects to their elders, past and present. I'd like to extend my respect to Aboriginal or Torres Strait Islander people who are joining us for the presentation today. I have been advised by Lauren our Company Secretary that a quorum is present, and I'm pleased to declare the meeting open. Joining me for the AGM today are Sharon Christensen, Non-Executive Director; Giovanni Rizzo, Non-Executive Director, who will be dialing in online from Sydney; Michael Malone, Non-Executive Director, well known to you Mike Veverka, Managing Director, CEO and Founder; and Jatin Khosla, where are you, Jatin, our CFo. We also have Susie Kuo representative from our auditor, Ernst & Young, who is also attending the meeting and will be available to answer any questions. Giovanni Rizzo was Chair of our Audit and Risk Committee; and Sharon Christensen as Chair of our People and Culture Committee are also available to answer any questions. Before moving on to the business of the meeting, I'd like to draw your attention to the voting procedures for today's meeting. As set out in the notice of meeting, voting on each of the resolutions will be conducted by a poll. On your yellow voting card, which you would have received at registration is your voting paper, which details the resolutions being put to this meeting. When asked, please record your vote for each resolution on your voting card. For each resolution, I will introduce the resolution. There will be an opportunity for shareholders and proxy holders last questions. Those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll. And the result poll we released to the ASX company announcements platform and made available on our company's website as soon as possible after the close of the meeting. So when I spoke to you last year, we had just completed the acquisitions of the Dream Car Giveaways in the U.K. and Dream Giveaway in the United States, which together form our Dream giveaways business. 12 months [indiscernible] confidence that FY '26 has been a year of strategic transformation for Jumbo. And I believe it will be remembered as an inflection point in our history. Jumbo is now a diversified international company to lottery and price roll company. FY '26 again showed the resilience of our business model. Another subdued characterized as a 1 in 45-year outcome, the group delivered double-digit growth across key underlying financial metrics underpinned by the 2 Dream Giveaway acquisitions. Group revenue increased 33% to $194 million. Underlying EBITDA rose 25% to $85 million and underlying [ NPATA ] grew 20% to $51 million. The result reflects a growing contribution of our international businesses, led by Dream Giveaways and in this first year with us alongside continued momentum from our SaaS business and solid performance from our Managed Services business. Consistent with our revised dividend policy, the Board declared a final dividend of $0.15 per share, bringing the FY '26 fully franked dividend to $0.27 per share. This represents a payout of 49.5% group net profit after tax at the top end of our 30% to 50% target range, allowing us to continue to reduce debt and maintain a strong balance sheet. Since announcing our FY '26 results, we have continued our on-market share buyback, purchasing approximately $4.3 million of shares, taking total purchases under the program to [ $39.8 ] million. The buyback will continue as a disciplined and opportunistic basis. Our strategy remains the same: to protect and grow our core lottery retail business through [indiscernible] Lotteries while accelerating growth and diversification by integrating our Dream Giveaways business, optimizing SaaS and managed services and pursuing selective M&A. Mike will talk shortly about how that strategy has shaped the business and what Jumbo looks like today. We've also continued to embed artificial intelligence across the business from software development to customer insights fraud and compliance monitoring with clear governance guardrails. The Board sees this as a way to strengthen our competitive advantages and to grow efficiently. As we've become larger, more international and more complex the Board has made sure our governance and risk management practices keep pace. In FY '26, we updated our risk management policy, our risk appetite statement to reflect expanded operations across Australia the U.K., Canada and the United States. Under our constitution, I retire by rotation today and I'm standing for reelection. When we reach that item of business, Giovanni Rizzo, Chair of our Audit and Risk Committee, will chair the meeting, and I'll say a few words then. You'll also be asked to vote on the remuneration report and on 3 resolutions relating to equity awards for our Managing Director and CEO, Mike Veverka. These are is FY '26 STI rights, his FY '27 LTI options and a one-off equity grant. The Board strongly believes these awards align Mike's interest with those of shareholders rewarding formats and supporting the retention of a founder CEO who is absolutely critical in delivering the next phase of our strategy. The next 3 years, spanning the integration of our U.K. and U.S. acquisitions and the renewal of our reseller agreement with the Lottery Corporation are a critical period in which management stability and continuation are great importance. Despite record underlying earnings, our existing long-term incentives are unlikely to vest, largely because of structural factors beyond management's control, including that prolonged period of below-average jackpots and the amortization of acquired intangibles. The one-off grant is designed to retain key management throughout this period and only vest if the executive remains with Jumbo until the 30th of June 2030. The Board recommends that you vote in favor of these resolutions. Turning to our people. These are at the heart of Jumbo's success. This year, our people have welcomed new teams and new colleagues in the United Kingdom and the U.S. and they have adapted to working across more markets and more time zones than ever before. Our continued investment in culture shows the results an employee engagement score of 82%, voluntary attrition amongst our high potential employees is below 6% and a group gender balance of 58 to 42. We've just got a little bit of work to do there, but we are moving the dial. We continue to invest in developing our people's capabilities through initiatives such as Jumbo University, our leadership programs, supporting skills and leadership needed for jumbo's continued growth. I'd also like to acknowledge Jatin Khosla, who recently announced he will be stepping down as our CFO to pursue another opportunity. Over the past 5.5 years, Jatin has made an outstanding contribution to Jumbo. He came in as our Investment Relations Officer. First, a new role for Jumbo and then moved into the CFO role a couple of years later. He transformed our finance function, significantly strengthened the group's financial capital markets and Investor Relations capabilities. He's also been a trusted adviser to the Board and played a key role in shaping and executing strategy, including the acquisitions that have transformed Jumbo into the international business than it is today. Jatin will leave a strong and experienced finance team and a business well positioned for its next phase of growth. On behalf of the Board, I'd like to thank Jatin for his leadership, judgment and his commitment to Jumbo. The Board has commenced a process to appoint a new CFO, and we will update the market in due course. I'd now like to touch on sustainability which is essential to what Jumbo does. Through our software and managed service businesses, our fundraising lotteries have helped more than 18,000 not-for-profit organizations across Australia, the U.K. and Canada, and helped raise more than $250 million for good causes in FY '26. Jumbo also retained its MSCI ESG rating of AAA, the highest available. Responsible play remains fundamental to our license to operate. In FY '26, we built a structured case management into our platforms, enhanced proactive monitoring of player activity for signs of harm and continued mandatory responsible gaming -- gambling training for all customer-facing employees. We support the voluntary code of good practice in the U.K. for price draw operators, and we will continue to engage constructively with regulators and industry bodies wherever we operate. Looking ahead, climate-related financial disclosures become mandatory for Jumbo from this financial year. FY '26 was our full year of reporting Scope 1 and Scope 2 emissions across the group, including our new U.K. and U.S. businesses from acquisition. And with the support of external advisers, we are well prepared for our first report under the new standard. In fact, we had our Board training session this morning on exactly that topic. In closing, FY '26 marks a genuine turning point in Jumbo's history. The Board is confident that we will end FY '27 with a rightful strategy to create long term for all holders and stakeholders. On behalf of the Board, thank you to our customers, partners and shareholders for your continued trust and support. I'll now hand over to Mike to present a more detailed view of our company's performance.

Mike Veverka

executive
#2

Thanks, Sue, and good morning, everyone. Great to see so many familiar faces here, and welcome to those joining us online. I thought the best place to start will just be to step back a bit and just have a look at how much Jumbo has grown. In FY '18, we generated $40 million in revenue. We're Australian-centric and we're pretty much just add 1 customer. Everything we did dependent on that single government lottery relationship. Today, FY '26, revenue is just under $200 million, nearly 5x larger. And it's not just bigger, it's broader. Today, 41% of our revenues come from outside Australia. Just over half our revenue now comes from outside our reseller agreements with the Lottery Corporation. And for the first time, more than half our EBITDA was generated outside of lottery retailing. 8 years ago, that number was 0. That diversification didn't happen by excellent. It's been central to our strategy for years and is the most important growth avenue we have. FY '26 showed why in an exceptionally soft jackpot year, the group still delivered record underlying EBITDA. So what does Jumbo look like today? The simplest way to think about it is we do 2 things. We sold direct to players a B2C model, and we run and power lotteries for others, a B2B model. On the B2C side, through as lotteries, we're an authorized reseller of Australian lottery tickets with over 700,000 active players. And through Dream Giveaways, we run digital price draws in the U.K. and the U.S.A., where customers can win cars, cash and lifestyle prices with around 1 million active customers between them. So for the first time in our history, Jumbo has more active players overseas than we have in Australia. [ Brad Board ], our Chief Operating Officer, is here today. He oversees the dream businesses, and you're welcome to speak with him and ask him any questions that you may have. On the B2B side, through our Software as a Service business, we licensed the Jumbo Lottery platform to government and charity lottery operators across 11 partners generating $289 million of ticket sales just in Australia. Recently, we won the RSL contract. So adding that, ticket sales will now approach $500 million. Managed Services, which includes [ Gatherwell and Stabile ] in the U.K. and [ Stride ] in Canada run lottery programs, end-to-end for charities and for good causes in those countries. We're fortunate to have Marina with us here today. She's in charge of our Canadian business, and you're welcome to speak with her and ask her any questions over there. What ties all this together is the same thing that has always made Jumbo work, our technology, our digital marketing capability and our focus on responsible play. Every part of the business draws on some or all of those strengths and increasingly, the businesses are learning from each other. A quick look at the numbers, although Sue has covered the headline numbers, I was a record year with underlying EBITDA. Dream Giveaways established itself as our international B2C growth engine with Dream U.K. growing an underlying EBITDA 23% on an annualized basis and Dream U.S. delivering its best result in 5 years. Managed Service contributed $8.4 million of EBITDA, and we repaid $34 million of debt. Since we reported in August, a few things are worth calling out. As I mentioned earlier, the RSL Queensland, Australia's largest charade lottery, is now live on the Jumbo lottery platform, adding around $200 million in ticket sales per year to the platform. In the U.S.A., Dream U.S. is now live on the Jumbo Lottery platform. And for the first time, it has a new app available in the App Store, which should help stimulate sales further. In October, the jackpot drought was far only broken with $100 million Powerball, the first time in over 16 months. More importantly, it's now been followed up with a $50 million and a $60 million [indiscernible] draw which is important for follow-up customers that we've just acquired in the $100 million draw. And as of last night, we also have a [indiscernible] powerball draw to work with so the importance to bring those new customers along with follow-up draws cannot be understated. [indiscernible] continued the on-market share buyback, purchasing around $4.3 million of shares so far this financial year. Now moving to Canada. [indiscernible] has entered into a conditional agreement to acquire Raffle Management Group, a small acquisition that expands our presence in Ontario, which is the most populous province in Canada. Completion is subject to customary conditions and is expected to complete around January 2027. So Raffle Management Group, RMG was founded more than 20 years ago and runs Charity Lotteries with a strong foothold in Ontario. [indiscernible] RMG, highly complementary, bring management expertise and established client relationships. Stride meanwhile, invested in building centers of excellence across marketing, technology, contact center and [indiscernible] provisional part to grow. Together, the businesses provide an opportunity to build on their respective strengths share expertise and further strengthen our Canadian platform. Building on Stride's established leadership and operational capabilities in Canada, we expect RMG to be a strong addition to the group, further advancing our Canadian growth strategy. Turning now to the Australian lottery market, which remains the foundation of our business. Over more than 35 years, Australian lottery sales have grown about 3.4% a year through recession, the GFC and car [indiscernible]. FY '26 tested that again, and even in an exceptionally soft jackpot year, the market held up, which says a lot about how embedded lotteries are in Australian life. [ Vista ] Digital is continuing. Digital penetration reached just under 47% in FY '26 and many comparable markets overseas are already above 50%. So it's quite clear there's still plenty of runway to go. For [indiscernible], that's where our focus stays, making it easy and enrolled for people to play online, keeping it safe and building deeper relationships with our players. The Australian federal government's gambling reforms pass Parliament in August and take effect from 1st of January 2027. We see these reforms as a net positive for Jumbo. They're aimed mainly at wagering and offshore products, and they reinforce the structural advantages that lotteries have. Importantly, the reforms preserve the ability of registered charities and nonprofits to run fundraising lotteries, which benefits Jumbo as well as our charity partners. In FY '26, [ Osloto ] didn't reach $50 million for the first time in 9 years and Powerball didn't reach $100 million for the first time in 5, which is something I've never seen in my career. Big jackpots are very important and it's what brings occasional and first-time players into the market. So the decline in our active players and the new accounts last year is consistent with an exceptionally weak jackpot year in our product mix, which is weighted towards the Powerball and [indiscernible] games. Although we see this as cyclical rather than structural. The first 4 months, however, in FY '27 have been more encouraging. There were 9 large jackpots with a combined division mine price pool of $430 million and that cares with 7 jackpots around $300 million at the same time last year. And as I mentioned earlier, we recently saw $100 million Powerball that finally broke the drought. It's early days, but these are positive signs. Jackpots do move in cycles, and over time, they tend to even out. After one of the softest jackpot periods we've ever seen, I think we're well placed to benefit as the cycle returns. With that backdrop, let me turn to our FY '27 outlook. Today, we're reaffirming the FY '27 guidance we provided in August. For Australia, we expect an underlying EBITDA margin of 46% to 50%. For our international businesses, Dream Giveaway and Managed Services, we expect an underlying EBITDA of $36 million to $40 million up from $30 million in FY '26. As always, jackpot frequency and size and exchange rates are key sensitivities. On the capital management side, our priorities haven't changed, a dividend payout of 30% to 50% of statutory NPAT, a disciplined and opportunistic buyback and continued debt reduction. So let me finish where I started. How far we've come. In FY '18, we're a brand business generating $40 million in revenue. And today, we generated just under $200 million across 4 countries with a meaningful and growing share from our international markets. That's nearly 5x larger. What hasn't changed is what got us here. More than 20 years of lottery experience through every kind of jackpot cycle, plus the technology we built ourselves and over 5 million active players across our platforms around the world. Jumbo always has had a capital-light model and generates strong cash and an experiment team that knows with a disciplined approach so that we know how to use that cash. Finally and most importantly, our people. This year, our team has welcomed new colleagues in the U.K. and the U.S. And it's taken a lot of change while delivering a record underlying result. I'm incredibly proud of them, and I'd like to thank every one of them. I also like to add my personal thanks to Jatin, who will be moving on from Jumbo at the end of this year. For over 5 years, he's been a great partner to me and the business and leader in our finance team in great shape, and I wish him all the best. Thank you to all our partners, our customers and importantly, to you, our shareholders, for your continued support while we go about building Jumbo. I'll now hand back to Sue.

Susan Forrester

executive
#3

Thanks very much, Mark. I'll now move to the formal parts of the meeting. Shareholders will be asked to consider 5 resolutions set out in the Notice of Meeting dated 8th of October 2026. The poll for each resolution is now open and will close at the at the end of the meeting. The first item of formal business is to receive and consider the company's financial statements and reports for the financial year ended 30 June 2026 as set out in our 2026 annual report. This part of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies might comment or ask questions about the financial statements or the reports or about the management of the company. Shareholders or their proxies may also ask questions of our company's auditor, Ernst & Young in relation to the conduct of the audit, the preparation and content of the audit report, accounting policies adopted by the company and the independence of the auditor carrying out the audit. I'll now address questions relating to this item of business or any general business questions. Do you have any questions? If so, please raise your hand and we will arrange for the microphone to be brought to you.

Susan Forrester

executive
#4

Yes, sir? Just wait for the microphone.

Unknown Attendee

attendee
#5

[indiscernible] a bit, but I'll try to. Last year, I came here last year, the first [indiscernible] I actually come to a meeting. And I talked about transparency and how you report to ASX. Usually, most companies only -- what I'm saying is not just a pickup for the Jumbo, but throughout the ASX. I made a suggestion that we should follow -- when we report to the ASX besides just actual numbers of both, there's a percentage. And I said I have made a recommendation that the number of holders should be included for the yes or no vote and so on and because it improves transparency. A lot of people don't realize, but only 4% to 5% of eligible loans actually vote. And I don't think it's increased that much since introduction of electronic voting has happened. So it gives a bit of a picture of who is actually voting. And I'd like -- and I actually left a [indiscernible] last year, but it looks like you people just went over your head.

Susan Forrester

executive
#6

Well, thank you for your question. It's not a widespread practice but it's something that we're happy to have a look at in the future. What I can tell you is that we have 229 registered shareholders who have voted on the resolutions today. And as I said, we're happy to have a look at whether we report with further granularity for next year.

Unknown Attendee

attendee
#7

[indiscernible] number of holders [indiscernible] confirm whether they agree with [indiscernible] let's put it that way.

Susan Forrester

executive
#8

Your point is well [indiscernible]. Thank you. Any other questions?

Unknown Shareholder

shareholder
#9

Good morning, Sue. Good morning, Board. [ Steve Mabsoname ] representing the ASA today. Thank you very much for your constructive engagement prior to the meeting as always. And and thanks to Mike and you for coming out and talking to retail shareholders as well over the last year. I noticed that our retail shareholders are now holding more than half the company. on the register. And I guess if we take out Mike's significant shareholding, it's more like 2/3. So retail has become pretty important to the company. Mike, you mentioned that Brad might be willing to answer a question, if it's possible. I'd love to hear from Brad a bit more about the Dream Giveaways business, particularly anything that surprised you after the acquisitions? And I guess how you're feeling about the next few years for the 2 trend giveaways businesses in general. Not looking for guidance here. Just just your overall views now that you're heading that up on where you think we might be going with those in the next couple of years, if that's possible.

Susan Forrester

executive
#10

I'll let Brad take the mic and he is the perfect person to answer that question.

Bradley Board

executive
#11

High level, it's been I guess 12 months now. The last AGM, I was remote. I was in Florida. We had just sold Dream Giveaways. And so since that point, we've managed to cover all the integration milestones that we said. And it's been something that we've been working to a structured approach with 3 [indiscernible] of the businesses now been mindful of not ad hoc being sort of systematic kind of get compounding in where we can. So even just the order that we go, we've wanted to achieve similar things but we've done it from different ends, like tech platforms, marketing sort of insights, all that sort of stuff. But what we've sort of seen is that we've had a team that's been willing to cooperate with sort of all requests that we've had. We've had the U.S. team have sort of met everything that's needed to get on to GLP, which has been fantastic. In terms of the data insights the [indiscernible] would ingest all their transactional data into the data warehouse that we've got here we've used for as lotteries, and it's actually been really interesting because we've been able to solve different questions [indiscernible] with all lotteries by looking at through the U.S. lens or the U.K. lens. And so we're really getting those compounding wins that Mike pointed out. And it's really helping sharpen that perspective of the next step and be efficient in our execution, like what you'd see through sort of the financials like we haven't upped our people or anything like that. We've been really sort of disciplined [indiscernible]. And we, as usual, being agile in terms of the teams we've got here. The teams have got there getting more out of them, but just taking a boards the lesson we've had. So really encouraged in terms of like the market size. The U.S., particularly like that's huge. There's a lot to untap there. And our confidence in everything is just as hard as what it was when we bought it more given that we understand more now.

Mike Veverka

executive
#12

When I first saw the business in the U.S., I came back to Australia and told the team about it. And I said to Brad, you need to come and have a look at this because there's a lot that reminds me about what lotteries was like back in the early days before it really started expanding and Brad came over and we had a second look, and hey guys, you're right, this is exactly what [indiscernible] look like. It was a bit of a bit of a diamond in the rough, needed good software, near good marketing, but the basics were there. And so obviously, Brad's been with me for a long time now over 20 years. So he's gone through the periods of when [indiscernible] lotteries were struggling and now it's doing really well. So he's absolutely the right person to take all the learnings that we've had over the last 20 years, even with all the acquisitions that we've done recently and put them into those businesses, which where we've got a lot of hopes for.

Unknown Shareholder

shareholder
#13

Excellent. Thanks for those insights. I guess my follow-up there, too, would be you've done a wonderful job building capability with the international businesses now. And I'm sure you're sick of answering the question about the TLC agreement. So I'm not going to ask that. What I'd love to know is, do you think you can leverage this international capability now and what you've learned from running price draws and an international business with your relationship with TLC going forward? Like I guess what I'm asking is, would they see some value in what you know now about how to run draws and lotteries around the world? And could that be helpful? As you're talking to a TLC about why they want to keep us as a partner going forward?

Mike Veverka

executive
#14

Yes, most definitely. I've actually had numerous discussions with [ Wayne ]. [ Wayne ] pick up the CEO for TLC around some of my visions for digital lotteries and what works and what doesn't work. And we've certainly learned a lot about what Dream U.K. have done. They've been wildly successful as well as the U.S. And this provides a new type of slight different land on traditional lotteries, something where it's a bit more product driven. And so we're really -- and they're purely 100% digital. So there's a lot to learn from it. And that's quite clearly where the Australian lottery industry has to go. We're almost at 50% now. It's going to keep on creeping up. And so how these games work in a digital environment is absolutely crucial. So it is something that I think Jumbo is very well respected in this area around the world. We share it with TLC. Next week is the World Lottery Summit once every 2 years, it's in Sydney. I've been invited to talk there about AI use in lotteries, et cetera. So certainly, what we learn over there does help us, not just with the TLC agreement, but with our general standing in the industry.

Susan Forrester

executive
#15

Thanks for your question, Stephen. Any further questions from the floor? I'll let the gentleman at the back. And we are having questions around the financial statements and reports. At the moment, there will be room for other questions about the other resolutions in a moment.

Unknown Shareholder

shareholder
#16

Kind of related to financial statements, Peter Richardson, shareholder. Last AGM, we spoke about capital management, and you reduced the dividend payout ratio, which I think was directly aligned the amount of debt that you've taken on. Shareholders, we get to see how much you paid in dividends, it's in our bank account. We get to see how many shares you're buying back, and that's been quite a -- very active in buying back shares at lower prices. Are you still focused on reducing debt given the rising interest rate environment.

Susan Forrester

executive
#17

Can you just repeat the last part of the question, are we still?

Unknown Shareholder

shareholder
#18

Are you still focused on reducing debt in the rising interest rate environment?

Susan Forrester

executive
#19

Yes, absolutely. As I said in our presentations, we are focused on reducing debt, making sure we have a strong balance sheet and where we can, picking up shares within the share buyback program. So we're actively management -- active capital management is on the agenda every month, and we are laser-focused on it.

Unknown Shareholder

shareholder
#20

Is one of those more -- do you have a focus on 1 of those more than the other? Is it more.

Susan Forrester

executive
#21

We look at all of them holistically. And -- and as communicated in the presentation, capital management is a very important focus of ours. Giovanni, who's online, Chair of our Audit and Risk [indiscernible], anything further you'd like to comment on that item?

Giovanni Rizzo

executive
#22

Thanks Sue, and thanks for the question. Yes, I mean, we've got numerous levers that we pull in terms of capital management. And as Sue has indicated, we look at that very closely. We look at it from a valuation perspective as well. What is -- adds greater value to us? Is it paying down debt quicker? Is it buying shares on market. And obviously, M&A is always a lens that we look at in terms of what kind of acquisitions can we do that add to the few from a shareholder perspective. So it is one of the most important areas that the Board and the audit committee looks at on a continuous basis with management.

Susan Forrester

executive
#23

And you'll note that our payout ratio was at 49 -- 49.5% was the highest part of our 30% to 50% ratio. So we are conscious that we have retail shareholders of serving dividends, and we actively put it as close to the top of the ratio as we could whilst we're still paying down debt. Do we -- there was another question, Yes, sir?

Unknown Shareholder

shareholder
#24

[ Victor Belcorp ], shareholder. I read that the U.S. is also having a low jackpot run it's not just Australia. And I read that potentially, I'm wondering if the Board or might considers the theory around potential increase in the power around AI, somehow gaming the system in a way that's leading to this lower jackpot run.

Susan Forrester

executive
#25

It's not something I've heard, but I'll let Mike answer the question.

Mike Veverka

executive
#26

Yes. No, not really. AI is impacting lotteries in many ways, but it's not gaming the system. It's fundamentally quite a simple game. It's actually designed that way so that one person doesn't have an advantage over the next person. It's just purely down to luck. What it does is just shows -- just highlights that this is how lotteries work. They operate cyclically this period of large jackpots that we've just gone through, people are asking me, is it broken what's going on? I'm like, this is just how lotteries work. That's what makes them exciting because you just never know when the next jackpot comes in. And so when it hits $100 million or $150 million, people generally go out there and they take advantage of it while it's there because they just don't know when the next time it's going to come. And yes, you get great periods where you might get a lot of big jackpots like we had 4 or 5 years ago and you have vice versa, but what you find is that they all end up in the middle, at the end of the day. But yes, look, it's -- everybody naturally wants to know is something broken, but lotteries have been around for a long time, centuries in some countries. So there's nothing new about it. And in the era of AI there'll be some changes, but fundamentally, they're going to stay the same.

Unknown Shareholder

shareholder
#27

Can I just do a quick follow-up costs? I was just curious because the U.S. is having a similar sort of thing. So just maybe coincidence. Just a follow-up on that is with the product review that TLC are doing next year, is that something that will be part of the framework that you consider? And can you shed a bit of color on what the product review might look like? I think you've given a little bit in terms of making it more interactive and -- but just any color you can shed on the product review and how that might benefit us.

Mike Veverka

executive
#28

Yes. Look, particularly the top 2 games, Powerball and [indiscernible]. They've been a staple for Australia for a long, long time. But they are all games that were invented before the Internet even before AI and all of this. So they're fundamentally going to be around, but they do need to adapt with the times. Hard for me to say exactly what this is going to look like when it finally hits the market. It still has to go through game development and like I said earlier, I give TLC my views. They listen to me quite a lot. They've got to go through regulation and everything. So nobody really knows exactly what they'll look like. But it boils down to engagement, how do you engage players, how do you keep people interested in the games. The recent federal gaming review has made it clear that the government wants to curtail things like sports betting offshore lotteries, things like that, which it doesn't particularly support. While it does want to support lotteries because they're just so fundamental to Australia and it's controlled in the right manner, et cetera, et cetera. So it's good to have the government behind you. But the wheels have changed do move slowly and for good reason often to make sure everything is done correctly. So look, I think the gains will come out. There'll be a lot more engaging. It's a new kind of cohort of players coming up. They're a lot younger, they're a lot more digitally savvy. And this is exactly where Jumbo has shown over the years because we understand that cohort pretty well.

Susan Forrester

executive
#29

Thanks for your question. Do we have any further questions before we move on? Yes, sir.

Unknown Attendee

attendee
#30

Sorry, this is a large capital management but probably standing a bit of the history like [indiscernible].

Susan Forrester

executive
#31

You just popped the microphone up so that Giovanni can hear you.

Unknown Attendee

attendee
#32

Apparently in America, on market buybacks is an American trend, and it seemed to be introduced into Australia and it's getting entrenched. And what worries sorry, I get a bit even in America, the regulators have been looking at it because they recoat it favors the richer pile and not the smaller shareholders. And I've got the little comments here and but they're still debate over when it's actually doing. But I used your AI to see how it's a handle. One thing it doesn't work. I'm a bit of fear, let's put it this way. electronic federal for years. And I tried to ask your AI to give me a report of between 22% and 26% on to shares that were allocated to Mike and employees and all that and the shares that were allocated to Daydream U.K. and it doesn't work. You have to do it individually, [indiscernible] individual. And what came up is between '22 and '26 nothing's changed. Basically, the range of holders, everything is still the same. And basically, that is my confirmation that most of the transaction when it comes to on-market transaction is basically the top end of the people that participate they basically above the 5,000, not the smaller shareholders.

Susan Forrester

executive
#33

Pokay. Well, thank you for tinkering with our AI bot within it. [indiscernible] can probably answer the question better than I, but it's probably because it's related to that set of financial accounts and not the last 5, so I wouldn't do a cumulative result. So I put you on the spot there, [indiscernible]. Okay, we won't go into any further detail. Our buyback as long as share buybacks remain part of the corporate governance processes in Australia, we will continue to use it where we can. We do use it in a very disciplined way, but we also use it in an opportunistic way to protect the share price when it's low. Giovanni, any further comments around this gentleman's question.

Unknown Attendee

attendee
#34

[indiscernible] shareholder not allocate money for the [indiscernible] and just pay off debt.

Susan Forrester

executive
#35

Sure. Giovanni?

Giovanni Rizzo

executive
#36

Yes. Thanks, and thanks for the question. Ultimately, just going back to what I said previously, we have different levers. I think in terms of a share buyback, it is a very, very important lever from a capital management perspective because what it does is you're effectively buying back shares at a lower value to what the intrinsic value that you believe your share will be valued at. And what that basically does is it increases the EPS or earnings per share for existing shareholders. it increases the dividends available to them because obviously, you're paying certain cash out on a lower share base. And so it benefits all shareholders. It definitely doesn't benefit large institutional shareholders because what you do is when you go in on market, you are buying shares, you're not buying shares from individuals, you're not buying shares from institutions, you're buying from the market. So it is very much market dynamics in action completely. So yes, I mean, we always look at it, and we think share buybacks are very important in our capital management approach.

Susan Forrester

executive
#37

We might just leave that. I think we've had sufficient commentary around the share buyback. Thank you, sir. If there's no further question in to financial statements and reports for the resolution. Resolution is for the reelection of myself, first Director. As this resolution relates to my own reelection, I'm going to hand over to Giovanni to run the proceedings in relation to this resolution.

Giovanni Rizzo

executive
#38

Thank you, Sue. I will now move to the formal resolution -- the resolution is set out on the screen. Details of Sue's background and experience was set out in the explanatory memorandum, which accompanied the notice of meeting. So I don't propose to state that however, I would like to emphasize that the Board considers that Sue's contribution to the Board as Chair and through a significant governance experience brings significant benefits to the Board discussions. I'll now invite Sue to briefly address the meeting.

Susan Forrester

executive
#39

Thanks, Giovanni. Thanks, Chair, directors and fellow shareholders. It's a privilege to stand here today for reelection on the Jumbo Board. I joined as an independent Nonexecutive Director and Chair in September 2020. I'm also a member of the Audit and Risk Committee and the People and Culture Committee. I feel old when I say this, but I've got 30 years of management board and consulting experience across listed public and private companies with a background in law, finance, people and governance. Much of my Board work has been with fast-growing technology companies going through rapid change. That experience has been really relevant to Jumbo as we grow internationally and through acquisitions. Over the past 6 years, it's been really rewarding to work with my fellow directors and the management team at Jumbo as we have grown into a global technology company. Through that growth, we have kept the entrepneneurial spirit and appetite for innovation, which has always driven Jumbo success. Jumbo has changed significantly over time, and the next phase of our growth matters just as much. If reelected, I look forward to continuing to work with Board, Mike and his management team to deliver long-term value for all shareholders. Thank you.

Giovanni Rizzo

executive
#40

Thank you, Sue. And I've got to tell you, just going all scripts to add so much value to our Board discussions. You just bring so much experience from a government's perspective. And I know specifically from my point of view, it's amazing to have Sue on the board. So with that, the directors with Sue abstaining unanimously recommend shareholders vote in favor of this resolution. I will now address any questions relating to the item of business. So I'll just open to the floor. Do you have any questions?

Unknown Shareholder

shareholder
#41

Sue I just want to congratulate you on a very successful 6 years so far. As I look at it, I think our revenues more than doubled during your time on the board and our Underlying earnings have nearly doubled. So thank you for 6 good years of service. What do you think the biggest challenge we have in the next 3 years? If you've elected again today and you have another term, what is it that you most are they looking forward to or you think is going to be the biggest challenge for where we're heading in your next term?

Susan Forrester

executive
#42

Thank you for the question and the warm commentary. I have to say it is a team effort. We have a really -- in my view, a really strong board. It's a small board, but every member contributes with their own individual expertise, but we work really well together collectively and I think you might have even seen how that works today. But it's certainly -- it's an easy board to chair, let me say. What do I think are the big challenges? Well, I think we've covered them fairly well in the presentation. It's not the biggest issue on our mind, but the TLC renewal is important, and I'll talk a little bit about that later on, just the amount of management time that's going into that to prepare for that. obviously, continuing that balance between onshore revenue and offshore revenue and earnings and how that looks. The kind of businesses we buy are quite niche. So we have [ Michael Driver ] here constantly scanning the market, but we're pretty fussy about what we pick up. And it's got to be right from a numbers perspective, but also culturally. So that is also still on the cards. It's not the biggest thing, but it is important in relation to our ongoing growth. And what's the third thing, probably just technological innovation. I mean we saw Canva put off 1,000 people this week, they're in a slightly different business to us, and we do think that our defensive moat is deep but we don't take that for granted either. And our tech team work constantly to make sure it's our customers, our B2C customers who we really value and then the ongoing B2B work, we think, is really strong, too. So I think the other themes will probably come through a little bit more in the rest of the presentations. But thank you for your question and your support.

Unknown Shareholder

shareholder
#43

[indiscernible]

Susan Forrester

executive
#44

Just the microphone so we can all hear you.

Unknown Shareholder

shareholder
#45

With all the hacking that's happening and that most of the technology seems on software and mathematic [indiscernible] that. I find that as a weakness because even [indiscernible] and I can use one browser that will do things that you're supposed to do or a compute at that, and I can't get away. So software-orientated thing is always it's going to be open to and exploit it.

Susan Forrester

executive
#46

We spent a lot of time at Board level with Xavier and his team working on that defensive mode and also talking about the risks and threats. It's probably outside my belly workers chair. I'm not a tech specialist, but I assure you, we do spend a lot of time protecting our existing businesses. That's right. Yes. We do take a certain.

Mike Veverka

executive
#47

Software starts off rough and gets better over time, like anything else, it gets -- it matures and become better. I mean, hence, that's why we've got such a strong moat because our software has gone through all of this for over 20 years and it's getting better and better over time. But you're right, it's not going to stop. The one thing I often say to people who ask me that, I said, well, look, at least Jumbo is a tech-first company. I'm a software developer originally. And this is an area of the challenges that we know really well, probably better than most companies. It's not like Jumbo was an old style nontech company that suddenly found the light and became tech, we would take from day 1. So it's something that we've encountered over the last 25 years and I think we're as ready as anybody can be.

Susan Forrester

executive
#48

And look, it's probably got a little bit off topic in relation to my reelection, but I'd just like to also assure you that I serve on the board of [indiscernible], which is also a SaaS company in the wealth management space. So there's quite a lot of cross-pollination there in terms of what we're doing to protect that. We have Michael Malone, who's a tech specialist. We have Giovanni Rizzo, who has a day job at [ TechOne ]. So we have plenty of people who are across many technology businesses who are contributing at Board level who we think do a reasonable job of keeping management accountable and asking the right sorts of questions. So we do our best to protect. I hand back to Giovanni.

Giovanni Rizzo

executive
#49

Yes. Thank you Sue and thank you for those questions. If there's no further questions, I'll now put Resolution 1 to the meeting. The results of the proxies received are now being displayed on the screen. Thank you. Please mark election for against abstain on the board, and I'll hand the meeting back to the Chair to run through the proceedings for the remainder of the meeting.

Susan Forrester

executive
#50

Thanks very much, Giovanni. Appreciate it. We'll now move to Resolution 2, which is in the nonbinding and advisory vote on the company's remuneration report for the year ended 30 June 2026. The Corporations Act requires a section of the director's report dealing with the remuneration of directors and key management personnel of the company to be put to an advisory vote to shareholders. The remuneration report detailing the company's approach to remuneration is contained within the 2026 Annual Report, which is available on our website. There are also some hard copies out on the registration desk. The resolution is set out on the slide. I'll now address any questions relating to this item of business.

Unknown Shareholder

shareholder
#51

Firstly, the -- I noticed on your LTI structure, you've changed the mix a little bit. There's no explanation in the report, but it went from 60% TSR, 40% EPS to 25% TSR, 75% EPS. Can you just explain your thought process around why you think that change was required?

Susan Forrester

executive
#52

Thanks, Peter. It's a great question. We did seek extensive consultation and advice from our independent remuneration consultants, but we have [ Abe Perry ] in the room who was working very closely with those remuneration consultants who can explain the reason why and where we landed.

Unknown Executive

executive
#53

Thanks, Sue, and thank you, Peter, for your question. As Sue mentioned, 18 months ago, we undertook an extensive review of our remuneration framework which now applies from FY '26 to FY '28. And as part of that review, we identified that the weightings between relative TSR and EPS was out of balance. And Relative TSR is heavily influenced by external factors that are outside of management's control. And unfortunately, over historically have not vested, there's been 0 outcomes on those. So the weighting is now 25% relative TSR and 75% EPS, which in consultation, not only with the consultants, but proxies as well as what we feel is better aligned to the market. You'll also note, and I know as Sue mentioned it earlier as well about the EPS target for FY '27 is shifting to EPSA, underlying EPSA, just in recognition of those acquisitions and amortization of those move forward.

Susan Forrester

executive
#54

Thank you, Abe. One more question, Peter.

Unknown Shareholder

shareholder
#55

Sorry, just a quick follow-up. You gave a very good report on the outcomes of the STI. The LTI, there's no real boarding on whether those targets have been met or what they are, I guess, you could figure it out through shares not vesting or shares profited. I just need to understand how the senior management who have achieved those LTIs or not?

Susan Forrester

executive
#56

Sure. We did have some commentary around the fact that we don't believe the LTI will vest for structural reasons. And it's one of the reasons we have the one-off equity grant our CEO and KMP to ensure we retain those people through to 2030. But I might just ask Sharon Christensen Chair of our People and Culture Committee if she'd like to add to that.

Sharon Christensen

executive
#57

[indiscernible] slides we can consider whether for next year, we actually put those targets in I can't recite them to you exactly today, but there are targets on a sliding scale. We can look -- if that's not there, we can look at making sure for next year, we provide those targets to you.

Susan Forrester

executive
#58

I'll just clarify it by Abi, but we do.

Unknown Executive

executive
#59

The FY '24 LTI results form part of the remuneration outcome. I believe -- sorry, it's been a couple of months since I've seen it. Relative TSR did not vest. However, the EPS did at around 40%, 46% from memory, which overall led to around 16% STI -- sorry, LTI vesting for Fy '24.

Susan Forrester

executive
#60

Thanks for clarifying that, Abi. Do we have any further questions from shareholders in relation to the rem report. [indiscernible] the microphone can walk straight back to Stephen sitting here.

Unknown Shareholder

shareholder
#61

Thank you. So I know we had a constructive conversation on this already. What struck me this morning in the presentations was what a wonderful job you've done over the last 5 or 6 years, diversifying the business and improving the business. And our overall business performance has been excellent. The market isn't giving us credit for that at the moment, of course. And it strikes me this year with the need to pay out retention grants that our remuneration structure doesn't seem to be working for us particularly this year. I understand or I assume the teams feeling like they've done a great job in the last couple of years, and they're not going to receive any LTI this year. And they're disappointed with that, completely understand it. So I guess my request or my challenge would be, first of all, we're not big fans of options. We'd much prefer you were using performance rights like we used to. But also, do we really need to look at the metrics themselves because when the team has been performing as well as they have over an extended period of time, my shareholders would be very happy to be paying out LTI rather than needing to use retention grants. And I guess also given the comments that have been made for many years about the cyclicality of the business as well. We want management to work on the business over that longer-term period and not be worried about this year's LTI necessarily. So I know it's difficult. I know it's challenging. I know you're probably getting pulled in all kinds of directions from other proxy advisers, et cetera. But ultimately, based on the work that the team has been doing and the great performance of the team over many years now. It looks to me like there's something not quite working with our metrics, and we maybe need to look at the metrics again so that we don't need to do what we're doing this year to compensate the management team.

Susan Forrester

executive
#62

Thank you, Stephen. Your points were made. We did seek external advice and we did just review our scheme, which is what we have in place now. We're disappointed to that they haven't kicked in. But remember, they are a 3-year plan. So we wouldn't want to go and change it now while we're in part of a plan. Any further comments, Sharon?

Sharon Christensen

executive
#63

No, I think that addresses it. we discussed your comments already. We do look at the room structure each year. And you'll see we're making a slight tweak in terms of the PSA for FY '27. So again, we'll take your comments on board. And look at that.

Susan Forrester

executive
#64

Remuneration policy is great in hindsight. It's always hard planning ahead, but we do our best, and we do review it every year. Any further questions on the remuneration report? Thank you for your questions. Sorry, I'm just making sure we are there. So if there's no further questions, I'll put Resolution 2 to the meeting. The results of the proxies received are now being displayed. Thank you. Please mark your selection for against or abstain for Resolution 2 on the voting card. [Voting]

Susan Forrester

executive
#65

We now move to Resolution 3, which relates to the issue of STI Director Rights to the Managing Director, Mike. The resolution is set out on the slide. The details and background of this resolution are set out in our explanatory memorandum. I'll now address any questions in relation to this item of business. There are no questions from the floor. So I will put Resolution 3 to the meeting. The resolution -- the results of the proxies received are now being displayed. Would you please mark on your selection for against or abstain on Resolution 3 on your voting card. [Voting]

Susan Forrester

executive
#66

Thank you. We'll now move to Resolution 4, which relates to the issue of LTI options to the Managing Director, Mike, the resolution is set out on the slide. The details and background of the resolution are contained in the explanatory memorandum. I'll now address any questions relating to this item of business. We have no items of questions on this resolution. So I will put Resolution 4 to the meeting. The results of the proxies received are now being displayed. Can you please mark for, against or abstain for Resolution 4 on the voting card. [Voting]

Susan Forrester

executive
#67

We'll now move on to Resolution 5, which relates to the issue of one-off equity grant to the Managing Director and Founder Mike Veverka. The resolution is set out on the slide. The details of which are contained in the explanatory memorandum. I'll now address any questions in relation to this item of business. It appears there are no questions. So I will put Resolution 5 to the meeting. The results of the proxies received are now being displayed. Thank you. We open the floor to any other questions. I'd just like to respond to a couple of questions we received from shareholders ahead of today. Thank you to those who took the time to submit them. Several of the topics have been covered by Mike's and my presentations, but I want to focus on the main themes to make sure that shareholders are well aware that they are being listened to, and we are taking their concerns seriously. The first one and one raised most often, and you didn't ask the question, Stephen, but I'm going to elaborate on it for a little bit more, is our relationship with the Lottery Corporation, including the renewal of our reseller agreements and how the Board thinks about a downside scenario. Our reseller agreements run until August 2030, and we have worked with TLC for more than 2 decades and maintain a constructive and regular dialogue at both the executive and board level. We won't comment on the timing or content of the commercial discussions and beyond our annual guidance, we don't provide earnings flows or long-term forecasts but I can assure you, as I said earlier, the renewal is a standing priority for the Board and management. What I can tell you is that the Board thinks about these risks very seriously, reducing our reliance on any one single relationship has been central to our strategy for several years, and the group is now more materially diverse across markets, customers and products. Our capital-light model the cost bases that we actively manage and a flexible dividend policy also give the Board options through this cycle. Is there anything further you would like to add, Mike?

Mike Veverka

executive
#68

Yes. Thanks, Sue. The key here is that [indiscernible] brings real value to the Australian lotteries and that's been a key factor in all the past renewals. We're very large, very innovative, we got a large customer database. We operate very responsibly. We don't cause problems. And fundamentally, we've helped grow the lottery market in Australia, ultimately, resulting in more revenue for worthwhile causes like schools and hospitals. So these are the keys that have helped me renew it in the past multiple times. Regarding the targets, while we don't release long-term targets, we do make our direction very clear. 6 years ago in 2020, almost all our revenue came from was Lotteries. And today, it's around half, where it will be in 2030 is quite clearly a lot lower again.

Susan Forrester

executive
#69

Thanks, Mike. That leads to the next theme, which is capital management, and I'm conscious we've had a couple of questions from the floor, but I would like to just make the following comments. The Board actually shares shareholders' disappointment with the share price. We are all shareholders, and we share that disappointment. We all have skin in the game and Mike has a significant shareholding, as you are aware. The Board shares sorry, following the Dream Team acquisitions, our priorities are to maintain a strong balance sheet and invest where we can to see attractive returns, continue reducing debt and continue returning capital to our shareholders through dividends and buyback. We haven't set a specific leverage level at which the dividend policy could change, and it would be premature to do so. This year, as I said, we paid out 49% of NPAT at the top of the range. The buyback continues on a disciplined and opportunistic basis. We have continued buying since our FY '26 result and oil prices well below earlier purchases and the Board will keep pace under this review. As debt reduces, the Board will consider the most appropriate way to return surplus capital, whether through dividends, buybacks or both. That covers the written questions that we received from shareholders ahead of the meeting. I'll now open the floor to any other questions or comments about the management of the company. If you'd like to ask a question, please raise your hand, and we'll get a microphone to you.

Unknown Shareholder

shareholder
#70

I was remiss of me not to thank Jatin for many years of service earlier. So yes, I want to thank you, Jatin, and on behalf of shareholders for the great job that you've done and so to see you leaving as well, best of luck for the future. And just based on what you shared there, I want to commend you for not providing long-term guidance or forecast. It's a fills errand and particularly in a cyclical market like we operate in. So I'm sure you're getting brokers or analysts asking you to spend management time on doing that. From my perspective, please don't do that spend time running the business and not providing numbers to nonshareholders that want to update whatever spreadsheet they're working on.

Susan Forrester

executive
#71

Crystal ball as is not part of our competency so away from it. Any further questions from shareholders? If not, that ends the formal part of the meeting, a member of Automic will now come around to collect your voting cards. If everybody has provided their yellow card to Automic. Chris is nodding at me. That's very good. If that's the case, I now declare the poll closed. As indicated earlier, the results of the meeting will be announced on the ASX announcements platform and will be available on our website as soon as possible after the close of this meeting. Thank you very much for joining us in person today and for those who are viewing the webcast. Thanks for Giovanni for dialing in from Sydney, and we look forward to your continuing support next year. I now declare the meeting closed. Thank you.

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