Announcement PDF NOTICE OF ANNUAL GENERAL MEETING BETMAKERS TECHNOLOGY GROUP LIMITED ACN 164 521 395 TIME: 10:00am (AEDT) DATE: Tuesday, 26 November 2024 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 7 Glossary 19 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 Tuesday, 26 November 2024 at 10:00am (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 Sunday, 24 November 2024. 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 1 — — the proxy need not be a Shareholder of the Company; and 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 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. 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. To access the Meeting online (Registration will open 30 minutes prior to the meeting): 2 1. Open your internet browser and go to investor.automic.com.au. 2. 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 Meeting online 3. After logging in, a banner will be displayed at the bottom of your screen 4. Click on “Register” and follow the steps 5. Click on the URL to join the webcast where you can view and listen to the Meeting. 6. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen 7. Select your voting direction and click “save” to submit your vote. Note that you cannot amend your vote after it has been submitted. 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 2024, 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 2024”. 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 – Anna Massion To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT Ms Anna Massion, having retired from her office as Director in accordance with clause 15.6 of the Constitution and ASX Listing Rule 14.5, and being eligible, having offered herself 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 – Ratification of prior issue of Shares pursuant to ASX Listing Rule 7.4 To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 15,789,475 Shares issued on 10 April 2024 under ASX Listing Rule 7.1 on the terms and conditions as set out in the Explanatory Memorandum.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf the recipients of the Shares under this Resolution or any Associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the direction given to the Chair as specified in the Voting Form; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Chair currently intends to vote all undirected proxies in favour of this Resolution. 4 5. Resolution 4 – Approval of Modifications to LTIP To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “THAT, for the purposes of U.S. Federal law, sections 200B, 200E and 257B of the Corporations Act, ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders approve the modifications to the Company's Long Term Incentive Plan, including the adoption of the new U.S. Sub-Plan, for up to 30 million shares under the U.S. Sub-Plan, all of which may be granted as “incentive stock options,” as defined by applicable U.S. federal tax law to persons who are employees of the Company or of a direct or indirect majorityowned corporate subsidiary of the Company and are subject to U.S. income taxation and the issue of securities under the U.S. Sub-Plan, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, any person who is eligible to participate in the LTIP, or any of their Associates. However, the Company need not disregard a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair of the Meeting to vote on this Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Further, a vote must not be cast on this Resolution by a member of the Key Management Personnel or a Closely Related Party of such a member acting as a proxy if their appointment does not specify the way the proxy is to vote on this Resolution. However, a vote may be cast by such persons if: • it is cast by a member of the Key Management Personnel or their Closely Related Parties as a proxy for a person who is entitled to vote on this Resolution, in accordance with the directions on the proxy form; or • it is cast by the Chair (who is a member of the Key Management Personnel) as a proxy and the proxy appointment 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. The Chair intends to vote all undirected proxies in favour of this Resolution. 6. Resolution 5 – Conditional Spill Resolution (ONLY IF REQUIRED) Note: This Resolution is subject to the result of the Resolution 1 (Adoption of Remuneration Report) and will only be put to Shareholders at the Meeting if at least 25% of the votes validly cast on Resolution 1 are cast against. If you do not want a Spill Meeting to take place, you should vote ‘For’ Resolution 1, and ‘Against’ this Resolution (if it is put to the Meeting). To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT, subject to and conditional on at least 25% of the votes validly cast on Resolution 1 being cast against the adoption of the Remuneration Report, pursuant to section 250V of the Corporations Act: (a) an extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the passing of this Resolution; (b) all of the Directors in office when the Board resolution to make the Directors’ Report for the financial year ended 30 June 2024 was passed and who remain in office at the time of the Spill Meeting (excluding the Managing Director), cease to hold office immediately before the end of the Spill Meeting; and (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of securityholders at the Spill Meeting.” Voting Exclusion Statement: 5 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: • 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. This Resolution is NOT supported by the Board, and the Chair intends to vote all undirected proxies AGAINST this Resolution (if it is put to the Meeting). Dated: 24 October 2024 By order of the Board Charly Stephens Company Secretary 6 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 2024 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 more than 25% of the votes cast (27.42% against, 72.58% for). Accordingly, the Company received its ‘first strike’. Notwithstanding that 72.58% of shareholders voted in favour of the remuneration report at that annual general meeting, the votes revealed a level of Shareholder sentiment in relation to the Company’s performance. In response to the first strike, Directors sought feedback from a number of Shareholders and the broader investment community to better understand the underlying concerns and executed various initiatives to address those concerns. The Company’s Nomination and Remuneration Committee has closely reviewed the overall remuneration strategy of the business and the benchmarking practices used to ensure remuneration sits within a reasonable level relative to the Company’s competitors. The changes at both management and Board levels since the 2023 annual general meeting are an example of the Board’s increased focus on governance as it pertains to remuneration, incentives and the issuance of capital. 7 In respect of short term incentives, the Nomination and Remuneration Committee has adjusted weightings relating to the short term incentive plan to ensure that any short term incentive payments more closely align with business performance, particularly relating to financial metrics. This is reflected in the dramatically reduced short term incentive payments paid by the Company since it commenced its transformation in 2023, with an 80.46% reduction in the value of STI payments in FY23 (versus FY22) and a 39.38% reduction in FY24 (versus FY23). The Board has consulted with key external stakeholders in relation to the development of the Company's FY25 long term incentive plan, ensuring the targets are clearly measurable, performance based and, importantly, if satisfied, are expected to result in a dramatic improvement to the financial health of the business and position the Company for significant growth. If more than 25% of the votes cast at the Meeting vote against the Remuneration Report under this Resolution, the Spill Resolution set out in Resolution 5 will be put to the Annual General Meeting. Please refer to section 6.1 of this Explanatory Memorandum for further information in respect of the Spill Resolution. 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: 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. 4 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 – Anna Massion 3.1 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). Anna Massion and Rebekah Giles were each last re-elected by Shareholders at the 2022 annual general meeting and they have determined who will retire in accordance with Article 15.6 of the Constitution. Accordingly, Ms Massion will retire as Director at the Meeting and, being eligible, will stand for re-election. Personal particulars for Ms Massion are set out below. 3.2 Anna Massion Anna Massion is an accomplished finance professional with over 20 years of experience as an independent director and investment professional. Ms. Massion joined the board of BetMakers in March 2022 and currently serves as an Non- Executive Director on the boards of Playtech, PLC, AGS LLC, and Gaming Realms PLC. She previously served as a Non Executive Director for Artemis Strategic Investment Corporation. Prior to her board appointments, Ms. Massion was a Senior Analyst 8 at PAR Capital Management from 2014-2019, held the role of Director of Gaming, Lodging and Leisure at Hedgeye Risk Management, LLC from 2008-2014, worked at Marathon Asset Management as a Vice President in the Global Equity Fund, and spent 7 years at JPMorgan Securities with her last role as a Vice President on the Proprietary Trading Desk. 3.3 Board Recommendation The Board (other than Anna Massion who has abstained from making a recommendation on this Resolution due to her 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 – Ratification of prior issue of Shares pursuant to ASX Listing Rule 7.4 4.1 Background On 24 October 2022, the Company announced that it had entered into a share purchase deed (Deed) to acquire ABettorEdge Pty Ltd ACN 155 963 401, trading as “Punting Form” (Punting Form). As subsequently announced on 25 March 2024, the vendors of Punting Form (PF Vendors) satisfied the Special Event performance criteria set out in the Deed and, accordingly, were issued 15,789,475 Shares (PF Shares) on 10 April 2024 as part consideration. The Company issued the PF Shares under its 15% Placement Capacity. The issue of the PF Shares did not breach ASX Listing Rule 7.1. Under this Resolution, the Company is seeking Shareholder ratification of the issue of the PF Shares pursuant to ASX Listing Rule 7.4. Such approval will refresh the Company’s ability to issue that number of securities under its 15% Placement Capacity in the future. 4.2 ASX Listing Rules 7.1 and 7.4 Broadly speaking, subject to certain exceptions prescribed under the ASX Listing Rules, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval over any 12-month period to 15% of the total of the number of shares the company had on issue at the start of the 12-month period (15% Placement Capacity). ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of, or agreement to issue, securities, provided the issue did not breach ASX Listing Rule 7.1 at the time of issue. If Shareholders do provide approval, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that Rule. At the time of issue, th