Announcement PDF NOTICE OF ANNUAL GENERAL MEETING BETMAKERS TECHNOLOGY GROUP LIMITED ACN 164 521 395 TIME: 12:00pm (AEDT) DATE: Thursday, 30 November 2023 PLACE: Level 6, North Tower, 80 Collins Street, Melbourne 3000 VIC (IN PERSON ATTENDANCE) (Entry to reach the North Tower is via 101 Exhibition Street) and streamed live virtually for Shareholders to view and participate Important notice This Notice of Annual General Meeting should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Annual General Meeting of BetMakers Technology Group Limited and to assist shareholders to determine how to vote on the Resolutions set out in this Notice. Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary on +61 3 9614 2444 or companysecretary@thebetmakers.com. Contents Page Business of the Annual General Meeting 4 Explanatory Memorandum 5 Glossary 9 Voting Form Attached Notice of Annual General Meeting of Shareholders of BetMakers Technology Group Limited Notice is given that the annual general meeting of Shareholders of BetMakers Technology Group Limited ACN 164 521 395 (the Company) will be held: • on Thursday, 30 November 2023 at 12:00pm (AEDT) • in person at Level 6, North Tower, 80 Collins Street, Melbourne 3000 VIC (Entry to reach the North Tower is via 101 Exhibition Street) and • streamed live virtually for Shareholders to view and participate. Please see Important Information section below for details. Important Information Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm AEDT on Tuesday, 28 November 2023. Voting in person at the Meeting Shareholders will be able to attend and vote at the Meeting in person. To vote in person, attend the Meeting at the time, date and place set out above. Voting by proxy or online prior to Meeting The Meeting will also be streamed live via webcast for Shareholders to view the Meeting. The Company urges all Shareholders to please utilise the online facilities offered. Shareholder will be able to view the live webcast of the Meeting, vote online in real time and ask Directors questions online. To vote by proxy prior to the Meeting, you will need to appoint a proxy and either direct the proxy how to vote on each Resolution, or allow the proxy to exercise their discretion in voting your shares. To appoint a proxy online, please go to https://investor.automic.com.au/#/loginsah and follow the instructions on your Voting Form. You may also appoint a proxy by completing and signing the enclosed Voting Form and returning it by the time and in accordance with the instructions set out on the Voting Form. Proxies will be able to:  attend the Meeting in person, vote in accordance with their proxy instructions and ask Directors questions in person; or  view the live webcast of the Meeting, vote online in real time in accordance with their proxy instructions and ask Directors questions online. In accordance with section 249X of the Corporations Act, Shareholders are advised that:   each Shareholder has a right to appoint a proxy; and the proxy need not be a Shareholder of the Company; and 1  a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholders’ votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and if it does:     the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and if the proxy is the Chair, the proxy must vote on a poll, and must vote that way (ie. as directed); and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if:     an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at the Meeting; and the appointed proxy is not the Chair; and at the Meeting, a poll is duly demanded on the Resolution, or is otherwise required under section 250JA, on the question that the Resolution be passed; and either of the following applies: o the proxy is not recorded as attending the Meeting; or o the proxy does not vote on the Resolution, the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting. Direct voting In accordance with 14.23 of the Constitution, the Directors have:   determined that for the Meeting, a shareholder that is entitled to attend and vote at the Meeting may submit a direct vote; and approved the matters specified below as the means by which Shareholders may deliver a direct vote. A Shareholder entitled to attend and vote at the Meeting may direct vote by:   delivering prior to the Meeting a valid notice of their voting intention by means of a direct vote; or delivering a direct vote during the Meeting if participating online. Direct voting prior to the Meeting A Shareholder may deliver a direct vote by indicating on the Voting Form that they are casting their vote directly and then placing a mark in one of the boxes opposite each item of business on the Voting Form. All of the Shareholder’s shares will be voted in accordance with such direction, unless the Shareholder indicates that their direction is:   to vote only a portion of their votes on any item; or to cast their votes in different ways on any item, by inserting the number of shares in the appropriate box or boxes. If a Shareholder indicates that they are lodging their votes directly and then does not mark any of the boxes on a given item, no direct vote will be recorded on that item. If a Shareholder indicates that they are delivering their votes directly and then marks more than one box on an item, their vote on that item will be invalid. If a Shareholder inserts a number of shares in boxes on any item that in total exceeds the number of shares that the Shareholder holds as at the voting entitlement time, the Shareholder’s vote on that item will be invalid, unless the Shareholder inserted the number of shares in one box only, in which case it will be taken to be valid for the total number of shares held at that time. Direct voting during the Meeting To attend the Meeting virtually please follow the instructions below on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Automic prior to the meeting to obtain their login details. Shareholders who wish to participate in and vote at the Meeting online can access the Meeting as follows:   Open your internet browser and go to investor.automic.com.au Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual Meeting. 2      After logging in, a banner will be displayed at the bottom of the screen to indicate that the Meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration. Click on “Register” and follow the steps. Click on the URL to join the webcast where you can view and listen to the virtual Meeting. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen. Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted. Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and cast votes at the appropriate times whilst the Meeting is in progress. Creating an Account with the Share Registry To create an account with the Share Registry, please go to the Automic website (https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. Further information and support on how to use the platform is available on the Share Registry website – www.automic.com.au. It is recommended that you register to use the registry WEBSITE well in advance of the Meeting to save time on the day of the Meeting. Should you have any difficulties, you can contact the registry by telephone on 1300 288 664 (within Australia) and +61 2 9698 5414 (overseas). A complete guide to registering your attendance and voting at the virtual meeting is also available to view and download from https://www.automicgroup.com.au/virtual-agms/. Corporate representatives A Shareholder that is a body corporate may appoint an individual to act as its representative at the Meeting by providing a duly executed certificate of appointment of corporate representative (Certificate). Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the Meeting or in voting on a Resolution. A Certificate is available upon request from the Share Registry. Appointments must be lodged in advance of the Meeting with the Company’s Share Registry. 3 BUSINESS OF THE ANNUAL GENERAL MEETING 1. Financial Statements and Reports To receive and consider the Annual Report of the Company for the financial year ended 30 June 2023, including the financial statements, Directors' Report, the Remuneration Report and the auditor's report. 2. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-binding resolution: “THAT, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 30 June 2023”. Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any Restricted KMP Voter. However, a Restricted KMP Voter may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a Restricted KMP Voter and either: 3. • the Restricted KMP Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or • the Restricted KMP Voter is the Chair and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on this Resolution; and o expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 2 – Re-Election of Director – Matthew Davey To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT Matthew Davey, having retired from their office as Director in accordance with clause 15.10 of the Constitution and ASX Listing Rule 14.4, and being eligible, having offered themselves for election, be elected as a Director of the Company.” The Chair intends to vote all undirected proxies in favour of this Resolution. 4. Resolution 3 – Re-Election of Director – Simon Dulhunty To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT Mr Simon Dulhunty, having retired from his office as Director in accordance with clause 15.6 of the Constitution and ASX Listing Rule 14.5, and being eligible, having offered himself for election, be elected as a Director of the Company.” The Chair intends to vote all undirected proxies in favour of this Resolution. 5. Resolution 4 – Approval to Amend the Constitution To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a Special Resolution: “THAT, for the purposes of section 136(2) of the Corporations Act, approval is given for the amendment of the Constitution of the Company, on the terms and conditions as set out in the Explanatory Memorandum.” The Chair intends to vote all undirected proxies in favour of this Resolution. Dated: 27 October 2023 By order of the Board Charly Stephens Company Secretary 4 EXPLANATORY MEMORANDUM 1 Financial Statements and Reports In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Company's Annual Report is available on its website at https://betmakers.com/future-vision/ Shareholders will be given a reasonable opportunity to ask questions and make comments on the reports, and on the management of the Company, and to ask questions of the auditor. 2 Resolution 1 – Adoption of Remuneration Report 2.1 General The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and other Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report. The Chair must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting. 2.2 Voting consequences Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at two consecutive annual general meetings, at least 25% of the votes cast on a resolution in respect of a remuneration report vote against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to a vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. If a Spill Resolution is put to shareholders, all of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting each person whose election or re-election as a director of the company was approved will continue as a director of the company. 2.3 Previous voting results At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25% of votes cast. Accordingly, a Spill Resolution is not required for this Annual General Meeting. 2.4 Proxy voting restrictions Shareholders appointing a proxy for this Resolution should note the following: Person appointed as proxy Where directions are given on Voting Form Where no directions are given on Voting Form Key Management Personnel1 Vote as directed Unable to vote3 Chair2 Vote as directed Able to vote at discretion of proxy if expressly authorised to do so under the Voting Form4 Other Vote as directed Able to vote at discretion of proxy Notes: 5 1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that Key Management Personnel. 2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of the Chair. 3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution. The Voting Form notes that it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions. 3 Resolution 2 – Re-Election of Director – Matthew Davey 3.1 General Clause 15.10 of the Constitution requires that, if a person has been appointed as a Director by the Board as an addition to the existing Directors, that Director holds office until the conclusion of the Company’s next annual general meeting following their appointment and is eligible for re-election at that meeting (but will not be taken into account in determining the number of directors who must retire by rotation). Matthew Davey was appointed as a Director by the Board under clause 15.10 of the Constitution on 31 January 2023. Accordingly, Matthew Davey will retire as Director at the Meeting and, being eligible, will stand for reelection. Personal particulars for Matthew Davey are set out below. 3.2 Matthew Davey Matthew Davey possesses extensive expertise in the gaming and wagering industry within the United States. Previously, he served as the Chief Executive Officer of NYX Gaming Group, a company that was subsequently acquired by Scientific Games (NASDAQ: SGMS). During his tenure as CEO at NYX Gaming Group, Matt Davey demonstrated exceptional leadership by formulating and implementing a highly successful corporate strategy, resulting in substantial revenue growth. Furthermore, he spearheaded the acquisition of ten companies, including OpenBet, a renowned provider powering one of the largest volumes of online sports bets worldwide. This strategic move contributed significantly to NYX Gaming Group's emergence as a leading supplier of digital gaming content and cutting-edge technology. Matthew Davey was previously a Non-Executive Director or BetMakers from 4 September 2020 to 21 April 2022. 3.3 Board Recommendation The Board (other than Matthew Davey, who has abstained from making a recommendation on this Resolution due to his personal interest) recommends that you vote in favour of this Resolution. Each of the Directors currently intends to vote their respective shareholdings in favour of this Resolution. 4 Resolution 3 – Re-Election of Director – Simon Dulhunty 4.1 General Clause 15.6 of the Constitution requires that, if the Company has three or more Directors, one third of the Directors (except the Managing Director) (or if their number is not three or a multiple of three, then the number nearest but not exceeding one third) must retire at the Company's next annual general meeting. Clause 15.7 of the Constitution allows a Director who retires under clause 15.6 to be eligible for re-election at that meeting. Clause 15.6 of the Constitution further prescribes that the Director who has held their office as Director for the longest period of time is to retire and stand for re-election at the Meeting and, in the event that multiple persons became Directors on the same day, the Director to retire shall be determined by lot (unless otherwise agreed between themselves). Mr Simon Dulhunty was last re-elected by Shareholders at the 2021 annual general meeting. Given the tenure of the current Directors since each of their re-elections, Simon Dulhunty has held office as Director for the longest period of time without re-election by Shareholders. Accordingly, Mr Dulhunty will retire as Director at the Meeting and, being eligible, will stand for re-election. Personal particulars for Mr Dulhunty are set out below. 6 4.2 Simon Dulhunty Simon Dulhunty has more than 25 years of media experience. He is former Fairfax Media executive where he has held senior roles including roles as Editor of The Sun-Herald and General Manager of Fairfax mobile development for SMH, The Age and AFR apps. Simon now operates a private consultancy where he serves as corporate affairs, issues management and business development advisor to a range of clients from multinational companies, sporting organisations, technology start-ups and high-profile individuals. 4.3 Board Recommendation The Board (other than Simon Dulhunty who has abstained from making a recommendation on this Resolution due to his personal interest) recommends that you vote in favour of this Resolution. Each of the Directors currently intends to vote their respective shareholdings in favour of this Resolution. 5 Resolution 4 – Approval to Amend the Constitution 5.1 General Under section 136(2) of the Corporations Act, a company can modify its constitution or a provision of its constitution by special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution by Special Resolution of Shareholders as set out below. 5.2 Background From 1 March 2023, listed entities became unable to make new offers of securities under ASIC’s relief for employee incentive schemes in Class Order [CO 14/1000] and instead must comply with the recent amendments to the Corporations Act regarding the making of offers in connection with employee share schemes. These effect of these changes (among other things): (a) remove the 5% limit on all offers of securities that could rely on class order relief under Class Order [CO 14/1000]; and (b) unless the entity’s constitution states otherwise, impose a 5% limit only on offers of securities for monetary consideration which require relief from various provisions of the Corporations Act. The Company proposes to update its Constitution to incorporate recent changes to the Corporations Act regarding the making of offers for monetary consideration in connection with employee share schemes under Part 7.12 of the Corporations Act (Amended Constitution). The proposed amendments would allow the Company to increase the 5% issue cap under the Corporations Act in respect of offers for monetary consideration (ie. offers of options or rights where monetary consideration is to be paid to the Company in consideration for the issue or exercise of the option or right) under the Employee Incentive Plan to 10%. If this Resolution is passed, the Company will have increased capacity to offer securities under its Employee Incentive Plan where monetary consideration is to be paid to the Company in consideration for the issue or exercise of those securities. If this Resolution is not passed, the Company will only be able to offer securities under its Employee Incentive Plan for monetary consideration up to the 5% limit prescribed under the Corporations Act. As a result, in order to maintain competitive employee remuneration packages, the Company may need to offer more securities for no monetary consideration under its Employee Incentive Plan. The Company notes that these proposed amendments to the Constitution do not affect or supersede the shareholder approval of the Employee Incentive Plan given at the annual general meeting held on 22 November 2021 (2021 AGM) and any issues of securities under the Employee Incentive Plan prior to 22 November 2024 remain subject to the terms of the Shareholder approval at the 2021 AGM. 5.3 Proposed Amendment Shareholders can request a copy of the marked-up version of the Amended Constitution by contacting the Company Secretary at companysecretary@thebetmakers.com. A summary of the proposed amendments is also set out below: 7 Clause Proposed amendment1 Clause 1.1 New definitions: “ESS Interest” has the meaning under section 1100M(1) of the Corporations Act New Clause 4.18 Issue cap for offers involving monetary consideration under an employee incentive scheme 4.18 For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests in accordance with section 1100Q of the Corporations Act if, at the time the offer is made, the Company reasonably believes: 4.18.1 the total number of Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and 4.18.2 the total number of shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company’s employee share scheme at any time during the 3 year period ending on the day the offer is made, does not exceed 10% of the number of shares actually on issue as at the start of the day the offer is made. 5.4 Board Recommendation The Board recommends that you vote in favour of this Resolution. Each of the Directors currently intends to vote their respective shareholdings in favour of this Resolution. 1 Underlined text shown in this table is proposed to be added to the relevant clause of the Constitution. 8 Glossary $ means Australian dollars. AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria, Australia. Amended Constitution has the meaning ascribed to it in section 5.2 of the Explanatory Memorandum. Annual Report means the annual financial report of the Company for the year ended 30 June 2023. Associate has the meaning given to it in ASX Listing Rule 19.12. ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context requires. ASX Listing Rules means the Listing Rules of ASX. Auditor’s Report means the auditor’s report contained in the Annual Report. Board means the current board of Directors. Chair means the chairperson of the Meeting. Closely Related Party of a member of the Key Management Personnel means: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth). Company or BetMakers means BetMakers Technology Group Limited ACN 164 521 395. Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Directors’ Report means the directors’ report contained in the Annual Report. Explanatory Memorandum means the explanatory memorandum accompanying the Notice. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. Meeting or Annual General Meeting means the meeting convened by the Notice. Notice or Notice of Annual General Meeting means this notice of Annual General Meeting, including the Explanatory Memorandum and the Voting Form. Ordinary Resolution means that at least 50% of votes cast by Shareholders present and eligible to vote at the Meeting (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) must be in favour of a Resolution for it to be passed. Related Party has the meaning given to it in ASX Listing Rule 19.12. Remuneration Report means the remuneration report set out in the Directors’ Report contained in the Company’s Annual Report. Resolution means a resolution set out in the Notice. Restricted KMP Voter is one of the following persons who or on whose behalf a vote on a Resolution must not be cast (in any capacity): (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. Share means a fully paid ordinary share in the capital of the Company. Share Registry means the share registry of the Company, being Automic Pty Ltd. Shareholder means a holder of a Share. 9 Special Resolution means that at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) must be in favour of a Resolution for it to be passed. Spill Meeting has the meaning ascribed to it in section 2.2 of the Explanatory Memorandum. Spill Resolution has the meaning ascribed to it in section 2.2 of the Explanatory Memorandum. Voting Form means the proxy form accompanying the Notice. VWAP me