Jumbo Interactive Limited (JUB.F) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to our 2025 Annual General Meeting of Jumbo Interactive Limited. I'm Susan Forrester, the Chair of the Board, and I'd like to thank you all for attending our AGM today. and I'd like to welcome those of you who are joining us via the webcast. I'd like to begin by acknowledging the Yuggera and Turrbal People, and pay my respects to their Elders, past and present. I'd also like to extend my respect to Aboriginal and Torres Strait Islander People joining us here today. I've been advised by the Company Secretary that a quorum is present, so I am pleased to declare the meeting open. Joining us for our AGM today are Sharon Christensen, Nonexecutive Director; Giovanni Rizzo, Nonexecutive Director; Michael Malone, at the end of the table, Nonexecutive Director; well known to you Mike Veverka, Managing Director, CEO and Founder; and Jatin Khosla, CFO. Suzy Kuo, our representative of our auditor, Ernst & Young, is also attending this meeting and is available to answer any questions from shareholders. Giovanni Rizzo as Chair of our Audit and Risk Committee and Sharon Christensen as Chair of our People and Culture Committee are also available today 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 resolution will be conducted by a poll. On blue voting card, which you would have received on registration, is your voting paper, which details the resolutions being put to this meeting. When asked to record your vote on each, please vote for each resolution on your voting card. For each resolution, I will introduce the resolution. There will be an opportunity for shareholders and proxies to ask 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 results of the poll will be released by the ASX company announcements platform and made available on our website as soon as possible after the close of the meeting. I'm delighted to be providing you with an update on Jumbo's progress and to be doing so from our new head office here in Milton. Whilst the operating environment presented some challenges, particularly the subdued jackpot cycle, it also provided the opportunity to refine our approach, deepen customer engagement and strengthen the foundations that that will support Jumbo's next phase of growth. I'm also pleased to note that in the last month, the management team has successfully completed 2 strategic acquisitions, one in the U.K. and one in the U.S. Mike will detail these further in his presentation. In 2025, despite subdued jackpot productivity here in Australia, Jumbo once again demonstrated the strength and resilience of our business model, delivering the second highest profit in our history, second only to last year, which did benefit from an exceptional run of large jackpots. Our SaaS business continued to perform strongly, with total ticket sales exceeding $250 million and generating over $10 million in revenue. Our international businesses demonstrated stability with encouraging momentum in both the U.K. and Canada. The strength of our balance sheet and cash generation enabled the Board to declare a final ordinary dividend of $0.305 per share fully franked. This brought the total FY '25 fully franked dividend to $0.545 per share, which matched last year's dividend. In addition, we returned further value through our on-market buyback program, repurchasing approximately $8 million in shares throughout the year. So the essence of our strategy remains unchanged. It balances the imperative to grow and protect our core earnings OzLotteries while accelerating growth and diversification through a combination of organic growth initiatives and expansion through acquisitions. Both recent acquisitions, which Mike will talk about later, aligned strongly with these principles and represent meaningful steps in our international growth journey and diversification. Each was subject to really comprehensive due diligence to ensure strategic alignment, financial discipline and long-term value creation for shareholders. Over recent years, the Board's dividend policy has been to return between 65% to 85% of statutory group net profit after tax as fully franked dividends. Following completion of the 2 strategic acquisitions in the U.K. and the U.S. and recognizing our increased debt position, the Board has reviewed the policy to ensure it remains aligned to Jumbo's long-term growth strategy and prudent capital management objectives. The Board has determined that a revised payout ratio of 30% to 50% of group net profit after tax is appropriate in these circumstances effective from the first half of FY '26. This adjustment reflects a prudent approach designed to maintain a strong balance sheet, reduced debt and ensure the company remains well positioned to deliver sustainable, long-term shareholder value. The on-market share buyback program will continue on a disciplined and opportunistic basis, seeking to balance share price performance and alternative uses of capital. Following shareholder approval at last year's AGM, Michael Malone formally commenced as a Nonexecutive Director. Michael has brought a valuable blend of entrepreneurial insight, drawn from his experience, founding and scaling technology businesses. and his contribution over the past year has been significant. Today, Giovanni is seeking reelection. He was appointed to the Jumbo Board in January 2019 and has provided deep financial and strategic insight, drawing on his extensive experience across the lottery and technology sectors. Giovanni will address you shortly when we reach the resolution for his reelection. The Board recommends that you vote in favor of his reelection. Operating in a highly regulated industry, we know that strong governance, ethical conduct and regulatory compliance are essential to maintaining trust, particularly while partnering with charities across jurisdictions. In FY '25, we actively enhanced our governance framework and risk management model, providing clearer accountability across the 3 lines of defense and ensuring alignment with evolving stakeholder and regulatory expectations. As cyber threats grow in scale and sophistication, we implemented a range of new cybersecurity measures and advanced our ability to detect, respond and mitigate threats. As we increasingly adopt artificial intelligence in our operations, we are also developing policies to ensure it's safe, transparent and responsible use. Our people remain at the heart of Jumbo's success. Over the past year, we've continued to invest in creating an inclusive and high-performing workplace that enables our people to do their best work. A major milestone was relocation to our head office from Toowong to Milton here in Brisbane, a space thoughtfully designed to foster collaboration, innovation and connection. With modern facilities, enhanced accessibility and state-of-the-art technology, our new office reflects our commitment to supporting both productivity and well-being. We also refined our safety and well-being framework to meet new legal standards and launched our confidential Speak-up platform and expanded our mental health and flexible work initiatives to support balance and belonging across our teams. Our culture continues to strengthen through initiatives like Jumbo University and our award-winning learning ecosystem and leadership programs, which are developing confident, capable workers for the future. We're proud that every Jumbo region has now achieved A Great Place to Work certification, a clear reflection of the engagement and inclusion of our team certificate. I'd also like to take this opportunity to acknowledge and thank our highly skilled teams of employees across Australia, U.K., Canada and welcome our new teams in the U.S. and the U.K. Their dedication, collaboration and energy have continued to shape a vibrant and inclusive culture, one that fosters innovation, supports well-being and celebrate shared success. We continue to embed sustainability in our business operations, aligning our actions with our responsibility to people, the planet and the communities in which we serve and operate. This year, to strengthen oversight, we introduced a new internal responsible gambling framework designed to further help our employees to identify, report and respond to potential player harm. We also continued to support our customers with tools and resources to minimize player harm. Our new office reflects our commitment to environmental sustainability, and incorporates improved water, waste and energy management systems. Further, we are preparing now for our mandatory climate-related disclosures. And given our recent acquisitions, Jumbo will likely be a designated Group II entity required to report from FY '27. Our preparations are progressing well, having initiated senior leadership training and commenced a value chain emissions analysis and aligned our emissions reporting with greenhouse gas protocols. We also implemented new tools to capture sustainability data, including modern slavery reporting. In closing, on behalf of the Board, I'd like to sincerely thank our customers and our shareholders for their continued trust and support. Your confidence enables us to pursue our long-term strategy with focus and discipline. Thank you, and I look forward to taking your questions later in the meeting. I'll now hand over to Mike to present a more detailed view of our company's performance.

Thanks, Sue, and good morning, everyone. Welcome to the 2025 Jumbo Interactive Annual General Meeting. Well, after a long 3-year search, we finally found the acquisitions we've been looking for. Last month has been pivotal in Jumbo's history and will be a key moment in the future for Jumbo. It's the moment when we expanded our B2C strategy to 2 additional major markets: the U.K. and U.S.A. I'll dive deeper into these businesses in the coming slides. But first, let me discuss the other parts of the business that are in good shape and recap our FY '25 performance. Lottery Retailing in Australia continues to see strong engagement with our players, and despite a run of jackpots that didn't quite reach the levels we saw the year before with a record-breaking $200 million jackpot, we still managed our second best result ever. Our SaaS segment continues to go from strength to strength with multiple partners achieving record results, reinforcing the tangible value Jumbo delivers through our technology and expertise. Just a few weeks ago, we also signed a long-term agreement with Australia's #1 charity lottery, the Dream Home Art Union, to be their software platform of choice. Internationally, our managed services business is gaining real traction. Stride delivered above expectations and momentum in the U.K. continues to build. Our focus remains on driving growth while improving operating leverage. From a capital perspective, we maintain a strong balance sheet and remain focused on delivering shareholder returns. We have taken on debt to fund the 2 new acquisitions, but with net leverage of approximately 1x pro forma EBITDA, we're not overly leveraged. We look forward to paying this down aggressively to open up opportunities for future growth. As Sue highlighted, our strategy is unchanged, and we focus on executing on what we say. I'll be focusing on the fourth priority, accelerating growth through acquisitions. So as I mentioned earlier, our 2 recent acquisitions have been 3 years in the making. And for that, and I thank you for your patience. Our M&A strategy has always been one of discipline, not only in financial metrics but also ensuring that we can add meaningful value to the businesses we acquire. The same proven framework that has driven the success of OzLotteries will now guide our approach in the U.S. and U.K. markets. We have undergone a thorough due diligence of both businesses, and we are confident we bought a business that is already profitable with a strong track record of growth and a loyal, highly engaged customer base. There is substantial headroom for growth, supported by rising brand awareness and expanding product offering and increasing digital engagement, all areas where Jumbo's expertise can help accelerate the next phase of expansion. By buying a business that's already established, we can skip over the initial start-up phases and jump straight to growth. The price draw market itself has grown rapidly over the past 7 years from virtually nothing to an estimated AUD 2.7 billion in the U.K. alone. While still smaller than the traditional lottery market, it's still -- it's very much on the ascendancy, presenting an exciting new revenue for growth within the broader digital lottery and games landscape. Looking now at Dream Giveaway USA, the company we bought in the States. It's active in all 50 states and follows the 501 C3 chartable donations model. This is a well-established model and involves working with specific charitable organizations. Dream Giveaway already has this well established giving Jumbo ahead start, skipping the initial research and establishment phases and jumping straight to growth. The sheer size of the U.S. market gives this business enormous potential. With a population 5x the U.K. and 13x Australia, I see significant potential way into the future. Key management and I have been at Jumbo a long time, and we've driven the growth of OzLotteries from the early days. There are striking similarities between these 2 new businesses and what Jumbo was like in the early days. The U.K. and U.S. businesses, I just like where we were a decade ago, and we'll face the same challenges that we already experienced and navigated through. So you can see how our experience can be used to guide these businesses through their next stages of growth. Buying established businesses smaller than our Australian business means we can deliver growth sooner just by using what we've already built. We have Jumbo's key management on the ground in the U.S. as I speak, getting straight to work on delivering their software platform. Our key focus over the next 12 months is integrating these 2 acquisitions and empowering value creation. The integration plans that have been well thought out and are clear and simple. Jumbo brings a technology, marketing experience and guidance to help sustain the growth engine and accelerate their trajectories. We also have deep expertise in regulatory management, enabling the acquisitions to navigate and even lead with any future regulatory change with confidence. Over the past 5 years, Jumbo has matured into a business that successfully operates across multiple regions with the right balance of governance and agility. That gives us strong confidence in our ability to replicate key aspects of our lottery success. In short, Jumbo provides a platform, capability and discipline that allows the acquisitions to focus on what they do best, delivering exceptional products and accelerating growth. And I'll switch gears and talk about our SaaS and managed services businesses and how we intend to scale our proprietary products. The Lottery Corporation, or TLC, have been a significant partner for Jumbo for decades and we expect this to continue well beyond 2030. But we are methodically building our non-TLC business to improve diversification. This includes SaaS, charity resales and our own proprietary products and programs like Splash for Good and Daily Winners. This now represents $265 million in TTV and $18 million in revenue with plenty of headroom for growth. This year, we added 2 major charities to our reseller stable, the RSL Queensland and Yourtown and launched a premium tier to our Daily Winners loyalty program. We've also further deepened our relationship with the RSL Queensland by entering into a long-term software licensing agreement to power RSL Queensland flagship Dream Home, Art Union lottery program. which almost doubles the SaaS TTV to nearly $0.5 billion. And lastly, the Lottery West RFP, we submitted this in May 2025, early this year, and we're well positioned in an expected decision either just before Christmas or early into 2026. I'll talk about the momentum we're seeing in Managed Services in the trading update later in my presentation. I'll now take you through our Lottery Retailing market share, a segment that has been the cornerstone of Jumbo for many years. We showed this slide at our FY '25 results presentation in August and have updated it for the last 4 months. It shows Jumbo's market share for Powerball and OzLotto growth between $10 million and $30 million. Each blue dot represents our estimated market share for an individual draw while the orange line reflects the weighted average. Since the implementation of the new marketing playbook back in January 2025, you can clearly see the recovery of market share in the second half of FY '25 with the market share being maintained into the first half of FY '26. We continually evolve our technology and marketing playbook to protect and grow one of our most important assets. To the trading update. From our solid rebound in market share, I'll move on to the trading update. Starting with Lottery Retailing, we've updated the definition of large jackpots to be division wide prices of greater than or equal to $30 million, and we can see the first 4 months of FY '26 was rather modest. There were 7 large jackpots with a combined division 1 prize pool of $300 million, equating to an average of $43 million, broadly in line with last year. Two key factors set us apart from where we were last year. Firstly, the Powerball price increase was implemented last week. Historically, price adjustments have preceded higher jackpot levels. And secondly, the nature of the law of averages suggests that larger jackpots are likely to follow in the near term given the subdued jackpot environment over the past 15 months. I see the Powerball reached $50 million this Thursday, which is a good sign. Together, these 2 factors position us well for potentially stronger jackpot cycles over the remainder of the year. So even with the modest start to FY '26, lottery Retailing TTV was up 5%, driven by strong performance in Saturday Lotto following the price change, Daily Winners premium and new reseller agreements with the RSL Queensland and Yourtown. This translated to revenue being up 12.5% and an improved revenue margin of 24.8% due to the shift in product mix. SaaS TTV increased 9% and revenue up 8%. The lower revenue margin of 3.9% reflects the changing client mix. And excluding Lottery West, which was impacted by the modest run of jackpots, TTV and revenue were up 10.6% and 14%, respectively, driven by our partners' performance and expanded partner base. As I mentioned, the momentum in managed services in the U.K. and Canada seen in late FY '25 has continued into FY '26 with both regions achieving double-digit revenue growth. We remain on track and are focused on growth and operating leverage. As a reminder, when you look at the lottery sales over the past 35 years, the sector has delivered steady growth of 3.5% per annum despite economic cycles, recessions and even the global financial crisis. It's a market that continues to prove its strength and reliability over time. What's particularly exciting is the ongoing digital transformation of the industry. From virtually nothing years ago, we're now at 42% in FY '25, and that's where Jumbo thrives. As players continue to shift online, our focus remains on protecting and growing our lotteries market share by continually innovating the player experience, keeping it fun, safe and engaging and ensuring Jumbo remains at the forefront of the trend. Turning to the FY '26 group outlook. This slide has been updated for the expected contribution from Dream Car Giveaways UK and Dream Giveaway USA, which have been added to the bottom right of this slide in local currency. Aside from these additions, our operating guidance for the group remains unchanged. This includes the Australia underlying EBITDA margin and EBITDA growth outlook for our U.K. and Canadian managed services operations. As Sue mentioned, on capital management, following the acquisitions and the associated increase in debt, the Board has revised the dividend payout ratio from 30% to 50% of statutory group NPAT. With this adjustment and as a growth-focused company, we remain committed to reducing debt, investing in the future and maintaining a strong balance sheet to deliver long-term shareholder value. When you take a step back and look at our journey over the past 7 years, the scale of Jumbo's growth and diversification is remarkable. In FY '18, we were an Australian-centric with one major customer and focused primarily on government lotteries. Fast forward to today, in FY '25 pro forma performance show a business that has grown EBITDA nearly fivefold, where it exceeds $90 million. We've evolved into a diversified business with meaningful contributions from Australia, our Managed Services segment and now our Dream Car Giveaways UK and U.S.A. operations. Also important is that our non-TLC EBITDA contribution is reaching 50%. Each of these pillars strengthened our position and reduces concentration risk while creating new avenues for growth. We achieved this by remaining disciplined and innovative. With our proven model, our technology and our people, Jumbo is well positioned to continue delivering strong results while shaping the future of digital lotteries and price draws globally. Thank you to our shareholders for your ongoing support, and our incredible teams across Australia, the U.K., Canada and the U.S. for their hard work and dedication. Together, we're building something special, and the best is yet to come. Thank you very much.

Thanks very much, Mike. I'll now move to the formal part of the meeting. Shareholders will be asked to consider the 5 resolutions which were set out in the Notice of Meeting dated 10th of October 2025. The poll for each resolution is now open and will close at the conclusion of this meeting. The first item of our formal business is to receive and consider the company's financial statements and reports for the financial year end 30 June 2025 as set out in the 2025 annual report. This item of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies may comment or ask questions about the financial statements and 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 in carrying out the audit. I'll now address any questions relating to this item of business or any general business questions. Do we have any questions? If so, please raise your hand, and we'll arrange a microphone to be brought to you.

Shareholder.

Hello, Peter.

Just a little bit confused about your capital gain strategies. It's strange now a company that borrows money by business does share buybacks and base dividends. Excluding the acquisitions, most companies decide on the best uses to pay dividends, which are franked, obviously has a great impact on just buying back shares. You see they have in 3 accounts at this time. Can you just explain to us how the Board talked about how they prioritize what they should be repayment of debt, which is how you prioritize the cash in those 3 areas, which I think is repaying the debt is a good thing. How you prioritize your cash in those 3 areas?

Thanks, Peter. Thanks for your question. I'll start off and then I might hand to Mike or Giovanni, if they want to make any further questions. For many, many years, Jumbo has been a dividend stock, and our payout ratio has been very high. We've had a very strategic focus on these acquisitions, and we knew we would have to borrow to be able to fund them. That's changed our capital management strategy in terms of bringing on debt, the smartest thing in terms of use of capital is to pay down debt, which caused the issue for the Board to consider will we alter our dividend payout ratio. If we didn't do that, obviously, it would take us a lot longer to pay down the debt. So we think it's an efficient and prudent way of managing our capital. We don't feel we have a foot in each camp. We may well see Jumbo from a dividend stock to a growth stock as a result of that. And that's okay because we've been very clear about our strategic aspirations around growth. Mike or Giovanni, any further commentary around that?

Maybe just to highlight it's always been our intention to be a growth stock because we've been paying dividends for a long time, maybe we've taken on a persona of a dividend payer, which we intend to continue on, but we've kind of lost the growth edge in the last few years. So that's something that we've been trying to address with these acquisitions. And so we think we've got that right, and we can start supercharging that growth, which is something that we had in the early days. Perhaps we've lost that in the last 2, 3 years, but we intend to get that back.

Maybe I can just add as well. Number one, that's also the flexibility from a capital management point of view. So obviously, as you say, there are different priorities, and repayment of debt is very important with these acquisitions. But obviously, the various levers we have gives us the flexibility in terms of how we actually manage the capital management. The other thing from a dividend perspective as well is the actual payout percentage may be decreasing. But from a quantum point of view, obviously, with the additional profits that we're getting from these new businesses, that may have an impact in terms of what the actual quantum of the dividend is going forward as well.

Thanks, Giovanni.

Yes. Sorry, I'm just confused with the best strategy. I understand the repayment of debt. Do you still think buying of shares on current prices because that doesn't seem cost effective to shareholders.

Yes. I think if I can just take that one. It's about the flexibility of having and prioritizing what is the most important to shareholders at any given point of time. So ultimately, it's just, as I say, those different levers that we have at what we pull at different times. Yes.

Thanks for your question, Peter. Any further questions?

I'm just -- sorry [indiscernible] I'm just a small shareholder. And with respect to -- sorry.

Just closer to your mouth, just so the...

Yes with respect to the [indiscernible] what is the aim of it as a buyback is the industry of our capital management on that. But to me, from just normal person, instead of paying us an extra dividend or whatever, you use [indiscernible] entitlement to drive up the price. So we're basically paying people to push the price up. And then it also most probably like a reward, but it also increases earnings per share if you use that as a criteria, which is really an unofficial increase. And how do you compensate for this artificial increase when you decide to renumerate?

Do you want to take that?

Yes, sure. So ultimately, from a capital management point of view, what you're doing is you're giving shares the ability that if they actually wish to sell their shares, then the capital management policy allows them to sell their shares. So that's the one element that we're trying to do as well. You are right that buying back shares, obviously, is incremental from an EPS perspective. But no, I mean, we don't drive the business in terms of trying to drive remuneration outcomes for executives or anything of that nature. Ultimately, what capital management does is it gives you that flexibility of returning capital to shareholders where we see the most value for the shareholders. And that is, be it share buybacks, be it dividend policy, be it repayment of debt so that we can drive the business' growth. And that's the ultimate goal that we have is to ensure that we drive the growth of this business so that we increase shareholder wealth across the board. So those are the various elements that we put together to try and do that.

So the way I see you're talking about -- I know there's a bit of a bias in a tax relief, it says, I'm entitled to take on [indiscernible] from your people experience, participation in a buyback predominantly.

Well, it's any shareholders. So any shareholder wishes obviously, from our perspective, we go on market, and it's a market-driven activity. So we are limited in terms of how many shares we can buy back on any given day. But yes, any shareholder wishes to sell can participate in that buyback. So it's not selective shareholders or anything of that nature. It is open to all shareholders.

What my question is, who is more likely to participate in the buyback?

It varies. I mean I couldn't give you any specifics at this stage, but it does...

We don't have any control over that.

[indiscernible] participates -- predominantly participates which is [indiscernible] the one who buy back. So basically, where you use my money to encourage people to buy back to push the price up. Theoretically, I believe a portion of my entitlement is being new to push the [indiscernible] to push the price up. That's the RA is to increase the value of our shares.

Yes. No, I think just to summarize, that's not the intention. So ultimately, the capital management...

[indiscernible]

Yes. I think we've pointed out the various levers we have to pull in our capital management strategy. And sometimes it is buyback and other times, it's paying dividends and on sometimes it's paying down debt, and we've tried to express the various levers will pull. There was a question from Steve?

[indiscernible] now representing the Shareholders' Association today. First, I just wanted to congratulate you on winning our corporate governance award in FY '25. Just a little there's recognition for the multiple years of progress you've made as a Board and the fair treatment of retail shareholders. So congrats on that. Just final question, I know we've got you voting coming up for election that just on directors in general. Looking at the skills table that you published this year, one of the things that stands out is industry expertise on the Board and also some international expertise on board that potentially have utilized a little more of in our view. So respect to our current Board and we like that it's a small Board. Any consideration given to some additional directors with that U.S. or U.K. experience, North American insures and/or deep industry experience these discussions that you have in the time.

That's a great question. Thank you, Steve. We spent quite a lot of time actually looking at our skills metrics and the composition of skills around our Board. And as you know, one of the reasons for bringing on Michael was his extensive both entrepreneurial skills but also his IT and cyber skills. Having bought some businesses now overseas, that is certainly something that we are looking at. In our subsidiary Boards, we actually have some local directors. So we are seeing some local people acting well. And if they perform well, that is something we will consider. In terms of lottery experience, as you know, we've got Mike and -- Giovanni has now been on the Board for some time as has shown. So we are building our lotteries experience. regularly. But when we look internationally, there's a chance that we would try and combine those 2 and actually have Lotteries Plus international experience. So very much on our radar and open to it.

Peter Richards again. Just I couldn't find anything in the annual report about franking credits. So I don't know whether the change of policy around dividends is affected by franking credits. Do you have a good supply likely to remain 100% franked...

Fully franked?

Yes, I'll take that one. Thanks for that. Yes. Very comfortable with the franking credits. So no, the change in policy is not driven by franking credits at all. We still have a very healthy balance in terms of our franking credits. So from that perspective, no, no change at all.

Dividends will be fully franked.

Any further questions? All right. Thank you very much. There's no further questions, we'll move on to the next item of business, which is the reelection of Giovanni Rizzo. The resolution is set out on the screen. Details of Giovanni's background and experience were set out in the explanatory memorandum, which accompanied the notice of meeting, so I don't propose to restate that. However, I would like to emphasize the Board considers Giovanni's contribution to the Board through his significant experience in finance and regulatory compliance as well as his various roles in the lottery and gaming industry, brings significant benefit to the Board discussions and in his role as Chair of the Audit and Risk Committee. I now invite Giovanni to briefly address the meeting.

Thank you, Sue, and good afternoon [indiscernible] shareholders. It truly is an honor to be in front of you again. My previous reelection was 3 years ago and I had a look at that date on the screen, 6 years part of Jumbo, it has been an amazing journey. I've got to say, it's a wonderful company. I think Mike can see both indicated it's just brilliant in terms of the journey that we've been on with Jumbo. And I see many shareholders here that I saw 6 years ago, and you have been loyal followers of the stock. So we thank you very much for that. It gives me great pleasure to stand again for reelection of Jumbo. I've been Chair of the Audit and Risk Committee as well as a member of the People and Culture Committee. I'm a chartered accountant [indiscernible], unfortunately. And my experience going over 25 years in gaming, lotteries and technology across Australia, Canada and South Africa gives me the required level of knowledge, skills and experience to represent you shareholders on the Board. We really do try and ensure -- and it's something we take very seriously, I've got to say, is that Jumbo maintains the highest level of governance, risk management, financial control and discipline as it continues to grow and expand both domestically and internationally. As a Board, we consistently put your shareholder interest front of mind in everything in terms of the oversight and governance that we do for Jumbo's operations. I believe I complement the Board's overall skills with my extensive financial, operational, investor relations and ESG expertise gained from a diverse range of large listed ASX businesses, both domestically and internationally. My experience spans the gaming, lotteries and technology sectors, bringing a unique perspective that strengthens the Board's collective capabilities. As Chair of the Audit and Risk Committee, I've worked very closely with the Board and the Audit Committee and the management team over the past 6 years to introduce several key initiatives. These include selecting new external auditors. And I've got to say EY has done a phenomenal job for us in terms of the extra value that they've actually added to us since they've been appointed as external auditors. We also have new internal auditors who are adding a lot of value to us as well in terms of the upgrading of our internal control processes. We have implemented a completely new risk system in the business as well, which really defines our risk appetite and the entire risk management function. And more recently, our attention is focused on the successful integration of the new businesses that we've acquired in the U.K. and the U.S. to ensure these businesses are seamlessly integrated into the Jumbo way of doing businesses. So in summary, I'm honored to be part of Jumbo. It's such a talented and committed workforce that we work with here. They share a passion for technology, innovation and delivering outstanding customer experiences and also be -- proud to be part of a very well-functioning Board that sits here in front of you today. I want to thank my fellow Board members for their support over these past couple of years. And it's with great enthusiasm that I put myself forward for reelection as a director, and I will be honored to continue to serve you, our shareholders, as a director for the next term of my appointment, if you vote in favor today. So thank you very much.

Thanks very much, Giovanni. The directors, with Giovanni Rizzo abstaining, unanimously recommend shareholders vote in favor of this resolution. I'll now address any questions relating to this item of business. Do we have any questions? If so, would you please raise your hand and I'll arrange up to the microphone to be come to you.

Sorry, I'm not used to talking about public. I'm going to ask, I'd like to see transparency improved the manner of vote. And I gave Mike an example of Tabcorp, where they actually -- besides showing the percentage of the entire vote and the number of votes, but also the number of official owners. Please show and explain, we're always trying to say, why they are.

Yes. I've got that here, and we'll...

We'll consider that.

We'll consider that. It's a good suggestion. So we have that here, and we'll discuss that.

Yes. Basically, what it says with Tabcorp, they have a 125,000 eligible voters or holders and only 2,000 -- and over 2,000 voted for resolution. And in the past, I inquired with -- I did a little bit of research with Computershare and Link market. In the past years, let's say, the average participation rate in people who have [indiscernible] to vote resolution, it's only between 4% and 5%. And I was under the impression that, that percentage figure would increase because of online participation. But for some reason, in Tabcorp's case, it dropped to 2%. So when people who may have a chance in Tabcorp, they would have heard about the Australian Shareholders Association complaining about some [indiscernible] reward. So basically 2% of the official holders voted for that. That's it.

I think we're happy to take that on board and consider that as part of our reporting processes. Any further questions?

So Jim, I think we only got a register of directors each year, events like these. Given you've made big acquisitions, and obviously, we're sharing this collective Board decision to support those acquisitions, but as head of audit and risk and someone with a lot of financial expertise, I would just be interested to kind of get your thoughts on the 2 acquisitions, particularly maybe what you saw as the biggest opportunity for the business in making both of those acquisitions and also the maybe the biggest risk that you saw when all these opportunities to...

Sure. I mean, Mike is probably the best place from an operational point of view. But from an audit and risk committee point of view, it's a great question. Thanks, Steve. What we really look for is ultimately from a risk appetite point of view, where do we position the business, where do we see the business going into the future? And growth is obviously a very important strategic element of this business going forward. We want to generate more shareholder wealth. And the way to generate more share of the wealth is through responsible acquisitions. I don't use that word responsible. It's very important. What the Audit Committee really looks for is, number one, can we use the platform? So is the business mature enough in terms of having good systems in place, good team members working for it that can actually grow the business going forward. Gatherwell is a great example in the U.K. We acquired Gatherwell quite a few years ago, actually, as a platform for growth in the U.K. And you see what we've actually managed to achieve in the U.K. at the moment. The U.S. is a similar initiative from that perspective. This is kind of a stake in the ground for us. It's a good business, and it gives us that platform for growth going forward. But doing so in a very responsible way, making sure we integrate systems, making sure we integrate the teams there that they follow the Jumbo way of doing business. And that's probably the key from an audit and risk perspective is having that integration plan and following integration plan very closely, and that's something we've matured very well into as a business going forward. So hopefully, that answers your question.

Any further questions for Giovanni or for the Board?

All right. Thank you. If there's no further questions, I now put resolution 1 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 1 on your voting card. [Voting]

We'll now move to Resolution 2, which is nonbinding and advisory vote on the company's remuneration report for the year ended 30 June 2025. The Corporations Law Act requires the section of this director's report dealing with the remuneration of directors and key management personnel of the company to be put to an advisory vote of shareholders. The remuneration report dealing the company's approach to remuneration is contained within our 2025 annual report, which is available on our website. The resolution is set out on the slide. I'll now address any questions relating to this item of business? Do we have any questions? Steven?

Hope for the last one. So noted some changes to the plan for FY '26. In general, whether is supportive of the rem plan, but a couple of things stood out us. First of all, on the positive side, I think we increased the weighting towards earnings per share growth in the LTI. So we like that. That's an -- there's an increased focus on growth before executives are receiving [indiscernible]. Maybe a little more on the downside with the changes to STI and increased percentage being paid out in cash rather than shares. Obviously, Mike's got a lot of skin in the game, which is great. Could you manage to just comment on the thinking there around the change they put more of the STI out this cash rather than shares for the rest of the [indiscernible]?

Sure. Would you like to take the share as Chair of our Rem Committee or shall I.

Thanks, Sue.

I'm happy to.

No, that's fine. So we did quite a bit of work in terms of benchmarking where we were in the ASX 300, what other companies were doing in terms of STI and LTI. We also had some detailed discussions with management in terms of looking at the split. The STI change is really in recognition of the fact there have been very little increases in terms of fixed rent over the last 3 years. And we thought it was appropriate in terms of still retaining that 33% for rights, but actually paying the other in cash. And the rights to accumulate in terms of the mandatory shareholding as well and are accumulated until the KMP get to the required level of shares as well.

It's really very much part of our maturity as a business. We had used one remuneration consultant for quite some time. We went to tender. We chose another recruitment adviser who was very well respected in the market. That was one of their recommendations. So after consultation, that's where we landed so.

all right. If there's no further questions, to the results of the proxy -- the results of proxies received are now being displayed. Thank you. Please mark your selection for, against or abstain for resolution 2 on the voting card. [Voting]

Resolution 3, the issue of STI director rights to Mike Veverka. The resolution is set out on the slide. The details and background to this resolution is set out in the explanatory memorandum, and I'll now address any questions relating to this item of business. Do we have any questions? Since there's no questions, I'll now put the resolution 3 to the meeting. Results of the proxies are now being displayed. Thank you. On your selection, would you please mark for, against or abstain to resolution 3 on your voting card. [Voting]

Resolution 4 is the issue of LTI options to Mike Veverka. The resolution is set out on the slide. The details and background of this resolution are set out in the explanatory memorandum, and I'll now address any questions relating to this item of business.

Why don't you put the exercise price on the slide because the options are showing converted into shares. But the is the difference is that the exercise price is $10 or $5. I think it should appear, otherwise also expired.

Because that won't be set till after the AGM. They haven't been set yet. Is that the correct answer? Jatin, do you want to take this one? Mike.

[indiscernible] notice. So it's a 30% premium to the [ 10-day VWAP plus ] results, so I think it's around [ $15.96 ] I can confirm.

So we can refer that to [indiscernible]. Thanks, Jatin. Any further questions?

The results of the proxies are now being displayed. Please mark for your selection for against or abstain in resolution 4 on the voting card. [Voting]

And resolution 5 is the renewal of proportional takeover provisions. The resolution is set out on the slide. The details and background are set out no explanatory memorandum, and I'll now address any questions relating to this item of business. It's very much a rolling renewal of that's something we see from shareholders every year. If there's no questions, I'll put resolution 5 to the meeting. The results of the proxies received are now being displayed. Would you please mark for, against or abstain for resolution 5 on your voting card? [Voting]

Yes?

Sorry, I'll just confirm it's $15.46.

$15.46 is the option price. Thanks, Jatin. That concludes the formal part of the meeting. Before I close the meeting, are there any other questions or comments about the management of the company that any shareholders would like to ask? Yes, sir?

Why had we had a big rollercoaster more share price. After the first acquisition, share went all the way and stayed there. And then after the [indiscernible] sessions, acquisition of the American entity. Now I thought there were 0 type of acquisitions. I'm not -- if they like the first one, why we don't they like the second one.

We wondered that, too.

[indiscernible]

We were quite disappointed as well, as you can imagine. And the timing was difficult for us because these had been in due diligence for quite some time, and it just worked out that the U.K. went first and the U.S. went second. We didn't have any control over the timing of the announcements. But to us, they're both very strategically aligned acquisitions that make total sense, as Mike set out. But we have had some feedback from investors as to why the market hasn't liked it as much as we would have liked. Do you want to elaborate on that a little more?

Yes. Look, I'm with you, Alfonso. I feel the pain as well. And I don't really know why. But it's probably a bit more market education that we have to do. So we're doubling up on explaining what these acquisitions are all about to the market. I get it in terms of there hasn't been an acquisition for a long period of time. And suddenly, we come out with not 1 but 2 big ones. It's maybe a lot. But like Sue said, it wasn't -- we didn't try to do it like that. It just worked out that way. So we're just really trying to -- we have to just educate the market as to how it works they obviously like the U.K. Maybe there's a few questions about the U.S., but in my mind, there's probably more potential in the U.S. as -- so Jatin and I, in particular, have to just go and see a lot of shareholders and just really get a lot more information out there. Obviously, the proof will be in the pudding, if we can get those companies to perform really well, then you'll see 2 months' worth of results come the half year results in there. So yes, we just have to prove the market wrong.

Yes. Well, [indiscernible] a large share was coming in, which was a potential fund that had to find the declaration by 5%. Now 2 days later, well, it came off [indiscernible] 5%. And then there is Macquarie Bank came in again with 5%. So I thought are these things related because 5% is just a threshold. If you're 4.99, you don't have to make [indiscernible] 5.01, you have to. So are these transactions related to each other?

Well, I don't think they're related. I mean, it's what shareholders can do. I think there's also some timing in there. I think a lot of these transactions, especially in the first one we've done before, the first announcement came out. So there was maybe some timing differences there. But yes, look, we're not always privy to what the shareholders do so.

I'll just confirm that the Board is laser-focused on execution risk. So we get a weekly report on the integration plan for both the U.K. and the U.S. and we respond with questions, and we are oversighting it. So it's not set and forget, it's settled because we know, come half yearly results, we want to be able to demonstrate. So we've had really good follow-through and some numbers are coming through. So we take it very seriously.

I've been with this company since inception. And I've always been against you people displaying the result and asking people to vote. That's -- why do we do that? It's a federal [indiscernible] standalone like.

I wish we could vote online for them. Yes. So it's just the way that AGM rules and protocol work that, obviously, we get the proxy results in early, but a good AGM practice as you take a poll on the day as well and the numbers feed through.

This is a more technical question. Is there any reason with the technology that I go now, is there any reason why when you have a resolution, you have to, despite the number, because I think with the registry company and your presentation, there's no need for you to know what the results are.

Well, there is another train of thought, sir, that says it's actually good transparency to report what the proxy votes.

Best practice, but it's not -- and I think Mike would agree with me we have the technology where we can enterprise with the registry company and then after people voted, you can display it. Would you agree with me?

Yes, look, it's a multifaceted type of thing. They make the rules, we follow it type of thing. Technologically, it's possible, but a lot of thought goes into the governance practices and we try to follow it to the best availability, it's not for us to really to decide.

[indiscernible] to improve [indiscernible] in the past, we didn't have that technology and you need to create a preparation product presentation, but there's no one any need for it.

Yes, point taken.

Well made. Any further questions? There's no further questions. That ends the formal part of our AGM today. A member of Computershare will now come around and collect your voting card. And I won't declare that the poll is now -- well, when they collected. Hang on. Have you all voted? [Voting]

I now declare the poll is closed. As I indicated earlier, the results of the meeting will be announced at the ASX company announcements platform and will be available on our website as soon as possible after this meeting. Thank you very much for all joining us today, and we look forward to your continued support in the coming year. I now declare the meeting closed. Thank you.