PointsBet Holdings Limited (PBH) Earnings Call Transcript & Summary

Welcome to the PointsBet Holdings Limited 2026 Annual General Meeting. My name is Brett Paton, and I'm your Chair. This meeting is being held as a fully virtual meeting. Shareholders and proxy holders are participating online in real time via the Computershare virtual meeting platform. It is now past 11:00 a.m., and I confirm that this is a properly constituted meeting. As a quorum is present, I formally declare the 2026 Annual General Meeting now open. Participating in today's meeting are Andrew Catterall, our Chief Executive Officer; Sam Swanell, our Executive Director and Senior Adviser, together with Nonexecutive Directors, Sho Okuyama, Kanji Kobayashi and Taishi Oba. Also in attendance here today is our Group CFO and Company Secretary, Alister Lui; and our Chief Legal Counsel, Nathan Hinde. We also welcome John Roberts and Anthony Goldsworthy from PwC, the company's auditors. The notice of meeting was distributed to all shareholders and is available online. I take the Notice of Meeting as read. As set out in the Notice of Meeting, the formal proceedings comprise 2 resolutions. All resolutions will be decided by poll. Voting on the resolutions is now open. Computershare, the share register for the company, is appointed to act as scrutineers for the purpose of the poll. Mr. Peter Renda is appointed as returning officer for the purposes of the poll. Voting instructions. For those participating online, you can cast your vote by selecting the Vote icon within the meeting platform. Voting is now open, and you can vote at any time during the proceedings until I declare voting closed. You can also change your vote at any time until then. Please note that only shareholders, proxy holders and authorized corporate representatives are entitled to vote. Any undirected proxies given to me as Chairman will be voted in favor of the resolutions as stated in the Notice of Meeting. Directed proxies will be cast as instructed. Results of the poll will be released to the ASX following the conclusion of the meeting. Questions and Q&A process. We will take the opportunity for questions. Shareholders can submit written questions at any time during the meeting by clicking the Q&A icon in the meeting platform. You may also request to ask a verbal question by following the instructions shown on your screen. I will provide an opportunity for questions at each item of business as well as general questions for our auditor when we come to the financial report item. Before I move to the resolutions to be considered today, together with Andrew Catterall, I would like to make some brief remarks on the company's performance and the year ahead. FY '26 being the 9 months ended 31 March 2026 was a year of significant transition for PointsBet. We completed the transition to MIXI's majority ownership, changed the financial year-end to align with MIXI's reporting cycle and welcomed Andrew Catterall as our new Group CEO in February 2026. Group revenue for the 9 months ended 31 March 2026 was $186.6 million, broadly in line with the prior corresponding period, and we delivered a normalized EBITDA loss of $0.8 million. Australia remained the core of our business with revenue up of $152 million, while Canada continued to grow with revenue of $34.6 million, up 13% on the prior corresponding period. MIXI's majority ownership continues to provide a strong foundation for the next phase of our growth. We have aligned our financial reporting with MIXI's requirements, including J-SOX compliance and established clear governance and independent protocols to protect the interest of all shareholders. The Board and management continue to work closely with MIXI to position the business for sustained growth in both Australia and Canada. I would like to take this opportunity to acknowledge Sam Swanell, who stepped down as Group CEO in February after more than a decade co-founding and leading this business. Sam's contribution to building PointsBet has been exceptional, and we are pleased he continues to contribute as an Executive Director and Senior Advisor. Before we turn to formal business of the meeting, I will now hand to our Group Chief Executive Officer, Andrew Catterall, who will speak to the company's operational performance and our priorities for the year ahead, including our continued focus on disciplined growth and building long-term shareholder value.

Thank you, Brett, and good morning to all shareholders joining us today. Since MIXI acquired a 66.4% controlling stake in PointsBet, we have changed our financial year to align with MIXI's financial year ending 31 March. Our FY '26 annual report covers the 9-month period July 2025 to the end of March 2026. We appreciate that through this transition in reporting periods, there is some complexity in understanding our performance. Our next market update is due in October and will cover the H1 FY '27 period being 1 April to the end of September 2027. We have not provided guidance for the FY '27 year. Today, we will recap the key themes we highlighted in our FY '26 results presentation and how they are influencing our performance into H1 FY '27. Firstly, we spoke about how the PointsBet Australian business has made a deliberate choice to continue to strengthen our compliance standards over recent years. We believe these have been important decisions to make in the context of an increasingly complex regulatory environment in Australia regardless of revenue impact. Across FY '26, turnover and gross profit from our highest value cohort of clients was only down 1% to 2% versus PCP, but we did see PCP comps decline by double digits across the last month of the FY '26 year. The second thing we highlighted in our FY '26 results presentation was our continued choice to invest to grow mass market sports actives in Australia. Mass market sports growth makes sense for PointsBet as we see it as sustainable volume, and it leverages our strengths in proprietary product, pricing and generosity capability and higher ROI brand and marketing assets. A leading example of this effort has been the deliberate choice we made to make our new Pull 'Em product available in all games throughout all rounds of the AFL season and the FIFA World Cup to encourage new mass market actives and growth in premium bet types such as same game multis. Launching Pull 'Em in the last month of FY '26 saw growth in sports turnover and premium bet types, offset by weaker net win and gross profit margins due to higher promotions costs and also triggering higher AFL product fee charges that are levied on premium bet types. The third theme we spoke about is that our decision to migrate our iGaming platform to a new provider in Bede is driving positive outcomes for our Canadian business. Through FY '26, we delivered iGaming net win growth of 28% versus PCP as we increased games volume on the old Strive platform and in parallel, developed and migrated to Bede. We launched Bede in Q1 FY '27. Off a higher base, we have sustained growth as we leverage Bede's enhanced games library, performance stability and promotions capability. We have also completed the establishment of a single unified marketing model for Australia and Canada, covering core functions such as data science, digital marketing and CRM across both iGaming and sports betting. This is improving our marketing efficiency in Canada. The combination of these two choices to migrate to Bede and to unify our marketing model will enable TAM expansion with an efficient entry into the newly regulated province of Alberta planned for H2 FY '27. The final theme we mentioned in the FY '26 results presentation is that we continue to improve our ways of working and productivity across our single global technology, product operations and marketing model. We have launched a coordinated program of well-considered and targeted data and AI initiatives that are starting to bear fruit, especially in accelerating our product development life cycle and enabling our unified marketing model and 24-hour operations teams. Our FY '26 results showed that we were able to reduce group OpEx, including marketing, by $4.4 million or 4% versus PCP. In closing, we also make the following observation on the proposed gambling advertising reform package recently passed through the Australian Parliament. PointsBet has been on the record for 3 years as a strong supporter of pragmatic reform. We are now keen to see it done well. For the last 3 years, we've taken positive steps to adjust how we operate, including the voluntary discontinuation of major sponsorships with the Manly Sea Eagles and Cronulla Sharks in 2025 and material reductions in our free-to-air television spend. We are still awaiting precise definitions and firm guidance from the relevant government agencies on the suite of reforms, so we'll reserve judgment on the package until we've seen the detail. What's clear at this point, though, is that the operating model for Australian licensed wagering operators post reform will get even more complicated and more expensive. No one involved in the gambling advertising reform debate should want this to afford even more advantage to the illegal offshore operators who currently don't follow any of the rules, don't pay any Australian tax, don't answer to any Australian authorities and represent a very real and growing risk to the protection of Australian consumers. As the government turns its attention to the implementation detail, we hope to see them focus on ensuring the relevant agencies are fully equipped to exercise new powers to block out the illegal offshore market. In closing, thank you for your continued support. Now I'll hand back to Brett.

Thank you, Andrew. I will now move to the formal business of the meeting. Item 1, Financial Report, Directors' Report and Auditor's Report. The first item of business is to receive and consider the Financial Report, Directors' Report and Auditor's Report for the 9 months ended 31 March 2026. Please note that no vote is required on this item of business. As I mentioned at the outset, John Roberts and Anthony Goldsworthy, both partners of PricewaterhouseCoopers, are with us today as our auditor. This is PwC's first annual audit of PointsBet following their appointment approved by shareholders at the 2025 AGM. Questions relevant to the conduct of the audit, the preparation and content of the auditor's report and the accounting policies adopted in preparation of the accounts and PwC's independence may be directed to PwC through me as Chairman.I note that the Auditor's Independence Declaration and Independent Auditor's Report are included in the Annual Report. Questions relating to directors and executive remuneration will be addressed when we come to the Remuneration Report Resolution.

Are there any questions from shareholders participating online?

Chair, we have one question from Mr. Stephen Mayne. Could the auditors from PwC please comment on how smooth the audit handover went after shareholders approved their appointment at last year's AGM? Did they visit the MIXI head office in Japan? And did any members of the PwC MIXI audit team in Japan come to Australia as part of the audit process? What are the biggest changes they've made to the accounts? How rigorously did they examine the PointsBet VIP program in Australia in terms of understanding the source of inducements, which are being offered to the gamblers?

John, are you -- John or Anthony online to field that question or series of questions?

Yes. This is John Roberts. Thank you for the question. Just to provide some context. My name is John Roberts. I'm the lead engagement partner for the PointsBet audit. We were appointed at the last AGM and conduct our audit in alignment with Australian auditing standards. In terms of the handover process from the previous auditor, this was conducted as would normally be, including the review of the previous audit work papers, discussions with them through the process and then starting work with the client accordingly. And no issues were identified in this process. We work closely with both the previous auditor and management. In terms of the coordination with the MIXI PwC audit team, PwC is the auditor of MIXI Inc., PointsBet parent company. We engage with them as part of group reporting to the PwC Japan team as part of the MIXI Inc. Group audit. We did not visit Japan during the process. We then engage with the team locally, and they visited as part of their oversight of our audit procedures. I hope that answers the question.

No more further questions.

There being no further questions, I'd like to move to Resolution 1, reelection of Mr. Sam Swanell. The first resolution relates to the reelection of Mr. Sam Swanell as a Director of PointsBet Holdings Limited. Details of Mr. Swanell's background and experience are set out in the Notice of Meeting and in the directors' report contained in the annual report. The Board of Directors, with Mr. Swanell abstaining, recommends that shareholders vote in favor of Resolution 1. The resolution is now open for discussion and questions.

Are there any questions from shareholders?

Yes, Chair, we've got another question from Mr. Stephen Mayne. Could former CEO, Sam Swanell, comment on what it feels like to be elected, something that hasn't happened before because of the CEO election exemption in Australia? Is he planning to serve a full 3-year term on the Board? And how many days a week is he spending on PointsBet matters since stepping down as CEO in February? Was consideration given to Sam just being a consultant as opposed to being a voting Executive Director? What is he going to be paid in his first full financial year in the new role? And will he be holding the same position at next year's AGM?

Sam, you can -- I'd like you to respond to Stephen's questions. But in terms of the issue regarding Sam's joint role essentially being a director and consultant, 10 years of experience in the prior experience before being a founder of PointsBet that includes 2 other previous different roles in the industry at a senior level. We just feel that at the Board level, we feel that, that equips us extremely well in what is a highly regulated and highly competitive market. So the Board and I in particular, draw comfort from his background, his knowledge. Sam, would you like to comment on the other elements?

Yes. Thanks, Brett. Yes, I fully intend to fulfill the full term of my appointment. I don't have any feelings towards the part of the question about how does it feel for the first time to be elected, but I do see that at the moment, the voting sits at 98% for, which is great. And I believe my remuneration has been made public. And I think at the top of my memory, I think it's circa $315,000 per annum, and that's for approximately 2 days' work per week.

Thank you, Stephen. Are there any further questions?

No further questions on that resolution.

There have been no further questions. I will proceed. Resolution 2, adoption of the Remuneration Report. The next resolution is the adoption of the Remuneration Report for the 9 months ended 31 March 2026. The Remuneration Report forms part of the Directors' Report and sets out the remuneration policy for the company and its remuneration arrangements for nonexecutive directors and key management personnel during the reporting period. I draw shareholders' attention to some key features of the remuneration report this year. Given the change of financial year, this report covers a 9-month period transitional period from 1 July 2025 to 31 March 2026 only, and the reported figures are not directly comparable to the prior 12-month year. Key features include no STI payments were made to any KMP during the reporting period as financial thresholds were not met. No new LTI grants were made during the reporting period. All outstanding PSRs vested in August 2025 following the MIXI change of control. The Board approved a cash-based retention incentive for executive KMP representing 50% of base salary, inclusive of superannuation payable in 2 equal tranches on 1 October 2026 and 1 October 2027, subject to continued employment, no amounts have yet been paid out. The vote on this resolution is advisory only and does not bind the company or the directors. However, the Board will take the outcome into consideration when reviewing remuneration practices and policies going forward. The resolution is now open for discussion and questions.

Are there any questions from the shareholders participating online?

Yes, Chair, we've got a question from Mr. Stephen Mayne. Based on last year's AGM voting results, our second largest shareholder, Betr, appears to have voted against all resolutions. Has the same thing happened today? And has this triggered a first strike on this remuneration report item? Have we had any engagement with Betr since the last AGM? Or do we still regard them as a hostile competitor and corporate creditor, which is not to be dealt with in any circumstance?