TAH: Investor presentation - Acquisition of BetMakers
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Released
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Tabcorp
Holdings Limited
Level 19, Tower 2, 727 Collins Street
Melbourne VIC 3008 Australia
GPO Box 1943
Melbourne VIC 3001 Australia
tabcorp.com.au
ABN 66 063 780 709
10 August 2026
ASX Market Announcements
Australian Securities Exchange
20 Bridge Street
Sydney NSW 2000
Investor presentation - Acquisition of BetMakers
Technology Group
Attached is a presentation regarding Tabcorp Holdings Limited’s (ASX: TAH) (Tabcorp)
announcement today that it has entered into a binding Scheme Implementation Deed to acquire
100% of the issued shares in BetMakers Technology Group (ASX: BET) by way of a scheme of
arrangement.
This presentation will be delivered at an investor and analyst briefing to be held at 10:00am (AEST)
today. The briefing will be webcast live at https://edge.media-server.com/mmc/p/h433e2m7. The
webcast will also be available on Tabcorp’s website at www.tabcorp.com.au/investors.
The information contained in this announcement should be read in conjunction with today’s ASX
announcement by Tabcorp entitled “Tabcorp to acquire wagering technology provider BetMakers”.
This announcement was authorised for release by the Tabcorp Board.
For more information:
Media Investor
Daniel Meers Terry Couper
GM Corporate Affairs GM Capital Markets
0419 576 961 0408 551 935
ASX ANNOUNCEMENT
10 AUGUST 2026
ACQUISITION OF BETMAKERS
TECHNOLOGY GROUP
INVESTOR
PRESENTATION
ACCELERATES TECHNOLOGY
MODERNISATION
SIGNIFICANT SYNERGY
OPPORTUNITY
GREATER SPEED AND
EFFICIENCY
TRANSACTION HIGHLIGHTS
TABCORP’S ACQUISITION OF BETMAKERS
2
Note: (1) Net operating cost synergies before tax. (2) Leverage is pro forma Net Debt to EBITDA ratio as at 31 December 2025, based on Tabcorp net debt at 31 December 2025, Tabcorp and BetMakers adjusted EBITDA in the LTM to
31 December 2025, assuming 25% scrip take-up, and excluding synergies. (3) New Tabcorp shares issued as scrip consideration will be priced at the greater of A$1.00 and Tabcorp’s 5-day volume weighted average price prior to the
record date for the Scheme. (4) Tabcorp last close as at 7 August 2026.
Delivers modernisation of our wagering technology
stack
Provides the fastest and most efficient path
Leverages the successful tech transformation of
BetMakers over the past two years
ESTABLISHES A GLOBAL B2B
GROWTH ENGINE
STRONG
ALIGNMENT
Highly complementary assets
Delivers greater scale, diversification and growth
potential to our existing international business
Creates a full suite of data, vision and wagering
products and services for operators and partners
Combination of cash and scrip with any Tabcorp
scrip to be issued at a price of no less than $1.003,
a 12% premium to last close4
Key BetMakers executives to be retained and
incentivised to deliver integration and synergies
ATTRACTIVE FINANCIAL
METRICS
Expected to be EPS accretive from Year 2, with
double-digit EPS accretion from Year 3
Strong balance sheet maintained, with pro forma
leverage of 1.9x as at Dec-252
Tabcorp Investor Presentation |
Strong addition to our capability with proven digital
transformation experience
Faster speed to market at lower cost
A more efficient Tabcorp operating model
$30 million of run-rate cost synergies targeted by
the end of Year 2 of ownership1
B2B revenue growth opportunities provide additional
upside
Lower capital requirement to maintain technology
TRANSACTION SUMMARY
EXECUTIVE SUMMARY
Tabcorp Investor Presentation | 3
Note: (1) Fully diluted shares on issue (SOI) of 1,178,799,475, which excludes 27,140,000 Tranche 3 performance rights. (2) BetMakers’ net cash position of $15.6m as at 30 June 2026, excluding restricted cash of $22.2m. (3) Volume
weighted average prices as at 7 August 2026. (4) Based on BetMakers reported EBITDA for the last 12 months ending 30 June 2026 of $14.0m (unaudited). (5) Tabcorp last close as at 7 August 2026. (6) Net operating cost synergies before
tax. (7) Leverage is pro forma Net Debt to EBITDA ratio as at 31 December 2025, based on Tabcorp net debt at 31 December 2025, Tabcorp and BetMakers adjusted EBITDA in the LTM to 31 December 2025, assuming 25% scrip take-up,
and excluding synergies.
DEAL TERMS • Tabcorp to acquire BetMakers for cash consideration of $0.24 per share
• Equivalent to an equity value of approximately $283m on a fully diluted basis1 and an enterprise value of approximately $267m2
• Offer represents a premium of approximately 41%, 42% and 37% to BetMakers’ 1-month, 3-month and 6-month VWAPs respectively3
• Represents an EV / LTM Jun-26 pro forma EBITDA multiple for BetMakers of 6.1x including the full run-rate cost synergies4
FUNDING • The cash component of the Transaction consideration will be funded from Tabcorp’s existing cash and/or undrawn debt facilities
• BetMakers shareholders may elect to receive a portion of their consideration in Tabcorp shares, subject to an aggregate cap of 25% of the
total transaction consideration
• New Tabcorp shares issued as scrip consideration will be priced at the greater of A$1.00 (a 12% premium to the last close5) and Tabcorp’s 5-
day volume weighted average price prior to the record date for the Scheme
FINANCIAL IMPACTS • Targeting a run-rate of $30 million of cost synergies6 by the end of Year 2 of ownership. Revenue growth opportunities providing further
upside
• Expected to be EPS accretive from Year 2 and double-digit EPS accretive from Year 3
• Pro forma leverage of 1.9x as at Dec-25 (excluding synergies)7, which is well below Tabcorp’s target range of less than 2.5x through the cycle
MANAGEMENT / TALENT • Key members of BetMakers’ management team to be retained and incentivised to deliver integration and synergies
BETMAKERS BOARD
RECOMMENDATION
• The Board of BetMakers unanimously recommends the Transaction, and each director intends to vote the shares in which they have a
relevant interest in favour of the Transaction, in each case in the absence of a superior proposal and subject to the independent expert's
conclusion that the Scheme is in the best interests of BetMakers shareholders
TIMING, APPROVALS
AND NEXT STEPS
• The parties are targeting implementation of the Transaction during 3Q FY27, subject to approvals from BetMakers shareholders and the
court, clearance from the ACCC under Australia’s mandatory merger control regime, consents from gaming / racing authorities in jurisdictions
in which BetMakers has operations, and other conditions including no “Material Adverse Change” in relation to BetMakers
ESTABLISHES A
GLOBAL B2B
GROWTH ENGINE
ACCELERATES
TECHNOLOGY
MODERNISATION
FINANCIALLY
ATTRACTIVE
OPPORTUNITY
GREATER SPEED
AND EFFICIENCY
Highly complementary assets
Delivers greater scale,
diversification and growth
potential to our existing
international business
Enables a full suite of products
and services to operators and
partners around the world
Contracted B2B revenues
Cloud-native wagering tech stack
Tote modernisation
Technology simplification
Lower cost to implement and
cost to serve
Targeting a run-rate of $30m in
cost synergies
B2B revenue growth
opportunities providing further
upside
Lower capital requirement to
maintain technology
Expected double-digit EPS
accretion from Year 3
Strong balance sheet maintained
Strong addition to Tabcorp’s
capability
Proven digital transformation
experience
AI-enabled ways of working
More efficient Tabcorp operating
model
1 2 3 4
ACCELERATING CORE STRATEGIC PRIORITIES AND DELIVERING
ATTRACTIVE FINANCIAL OUTCOMES FOR SHAREHOLDERS
STRATEGIC RATIONALE
Tabcorp Investor Presentation | 4
TECHNOLOGY STACK PRODUCT INNOVATION
ACCELERATES TECHNOLOGY MODERNISATION
Tabcorp Investor Presentation | 5
STRATEGIC RATIONALE
MODERNISED TECHNOLOGY WITH IMPROVED OPERATING LEVERAGE
Transition to a modern, cloud-native technology stack
Provides the fastest and most efficient path to our target
end-state
Lower sustainable cost base and capital requirement
Uplift AI capability across wagering & Sky assets
Efficient operating model for rapid wagering product
development and rollout
Enhanced capability for product innovation across
both our TAB & B2B businesses
Vision production capability enables improved vision
product
1
COMBINING OUR CAPABILITIES WILL CREATE A COMPELLING CUSTOMER PROPOSITION
RIGHTS &
CONTENT
TECH &
DATA
WAGERING
& LIQUIDITY
RDC &
INTEGRITY
6
GLOBAL B2B GROWTH ENGINE
STRATEGIC RATIONALE
2
Tabcorp Investor Presentation |
Premium domestic rights & US rights distribution
Full-service vision & production
Wagering platforms are internal
Third party suppliers for data & information
Domestic B2B wagering across digital & retail
International tote hosting and commingling
RDC in Australia and Isle of Man
Relationships with Government, PRAs & WSPs
Extensive worldwide racing rights portfolio
Full-service vision, production and distribution capability
Integrated data & informatics to enhance platforms & vision
Global tote hub – hosting, commingling and premium
customer management
24/7 “follow the sun” Race Day Control service worldwide
Provision of data-driven integrity services to racing industry
International distribution network, plus some rights
Tech-enabled channel creation
Turnkey wagering and trading solutions
Proprietary global racing form and pricing database
B2B focus
Global tote hosting, commingling & pool
management; plus Premium customers
RDC primarily in UK and USA
Product suite has data generation capability
COMBINED OFFERING
Tabcorp Investor Presentation | 7
DRIVING A HIGH-PERFORMANCE CULTURE
ACQUISITION
OF TALENT &
CAPABILITY
INCREASED
INNOVATION
AND SPEED TO
MARKET
AI-ENABLED
WAYS OF
WORKING
PROVEN
EXPERIENCE IN
DIGITAL
TRANSFORM-
ATION
A MORE
EFFICIENT
TABCORP
OPERATING
MODEL
AI
GREATER SPEED AND EFFICIENCY
STRATEGIC RATIONALE
3
8
Tabcorp Investor Presentation |
• Unlocking growth via the combination of our highly complementary assets is expected to
create incremental revenue growth potential within Tabcorp’s unique existing media and
tote assets. These benefits are additional to the cost synergy estimate above
• Tabcorp’s addressable cost base is the primary focus of the targeted synergies
• Rationalisation of data centres, corporate applications and technology contracts
• Simplification of product development following adoption of BetMakers product suite
• Efficiencies across corporate and support functions
• $30m of run-rate cost synergies1 targeted by the end of Year 2
Notes: (1) Net operating cost synergies before tax; (2) Leverage is pro forma Net Debt to LTM EBITDA ratio as at 31 December 2025, based on Tabcorp net debt at 31 December 2025, Tabcorp and BetMakers adjusted EBITDA in the
LTM to 31 December 2025, assuming 25% scrip take-up, and excluding synergies.
FINANCIALLY ATTRACTIVE OPPORTUNITY
STRATEGIC RATIONALE
• Attractive shareholder returns, with expected EPS accretion from Year 2 and double-
digit EPS accretion from Year 3
• Strong balance sheet maintained, with pro forma leverage of 1.9x2 as at Dec-25, which
is well below Tabcorp’s policy of less than 2.5x through the cycle – preserving significant
flexibility for continued growth
COST
SYNERGIES
REVENUE GROWTH
OPPORTUNITIES
EPS ACCRETIVE
BALANCE SHEET
STRENGTH
4
ACQUISITION FUNDING DETAILS
FUNDING OVERVIEW
FINANCIAL IMPACT
9
Tabcorp Investor Presentation |
TABCORP PRO FORMA
NET DEBT / EBITDA PROFILE4
TABCORP POLICY <2.5X
PURCHASE
PRICE
Cash consideration of $0.24 per share
Equivalent to an equity value of $283m on a fully diluted basis1 and an enterprise
value of $267m2
Represents an EV / LTM Jun-26 pro forma EBITDA multiple for BetMakers of
6.1x (including full run-rate cost synergies)3
CASH
FUNDED
To be funded from Tabcorp’s existing cash and/or undrawn debt facilities
Tabcorp’s total liquidity was $1,083m as at Dec-25
Pro forma leverage of 1.9x as at Dec-25 (excluding synergies)4, which is well
below Tabcorp’s target range, preserving significant flexibility for continued
growth
SCRIP
OPTION
BetMakers shareholders may elect to receive a portion of their consideration in
new Tabcorp shares, subject to an aggregate cap of 25% of the total transaction
consideration
If scrip elections exceed the aggregate transaction consideration cap, elections
will be scaled back pro rata, and the balance satisfied in cash
The maximum number of new Tabcorp shares that could be issued as a result of
the Transaction is 70.7m or 3.1% of the Tabcorp shares on issue
New Tabcorp shares will be priced at the greater of A$1.00 (a 12% premium to
the last close5) and Tabcorp’s 5-day volume weighted average price prior to the
record date for the Scheme
Note: (1) Fully diluted shares on issue (SOI) of 1,178,799,475, which excludes 27,140,000 Tranche 3 performance rights. (2) BetMakers’ net
cash position of $15.6m as at 30 June 2026, excluding restricted cash of $22.2m. (3) Based on BetMakers reported EBITDA for the last 12
months ending 30 June 2026 of $14.0m (unaudited). (4) Leverage is pro forma Net Debt to EBITDA ratio as at 31 December 2025, based on
Tabcorp net debt at 31 December 2025, Tabcorp and BetMakers adjusted EBITDA in the LTM to 31 December 2025, assuming 25% scrip
take-up, and excluding synergies. (5) Tabcorp last close as at 7 August 2026.
2.2x
1.5x
1.9x
Dec-24 Dec-25 Dec-25 PF
SUMMARY
10
Tabcorp Investor Presentation |
ACCELERATES OUR TECHNOLOGY MODERNISATION
Transition to a modern, cloud-native wagering technology stack
ESTABLISHES A GLOBAL B2B GROWTH ENGINE
Complementary assets create a compelling B2B wagering and media services offering
GREATER SPEED AND EFFICIENCY
Faster speed to market at lower cost
$30M OF COST SYNERGIES TARGETED
With further potential revenue growth opportunities
ATTRACTIVE FINANCIAL RETURNS
Double-digit EPS accretion expected from Year 3, whilst maintaining a strong balance sheet
03
02
01
04
05
APPENDIX
Tabcorp Investor Presentation | 11
DIVERSIFIED, HIGHLY CONTRACTED, GLOBAL B2B REVENUES
OVERVIEW OF BETMAKERS
Tabcorp Investor Presentation |
BETMAKERS
REVENUE MIX
(FY25)
12
Source: BetMakers FY25 results presentation and Annual Report
27%
73%
Domestic
International
97%
Not-contracted
Contracted
26%
74%
Top 10 customers
Other customers
40%
60%
Global Betting Services
Global Tote
GLOBAL TOTE
Powers global pari-mutuel wagering via scalable SaaS
technology, supporting pool management, commingling,
advanced wagering products, and critical tote operations
KEY PRODUCTS & CUSTOMERS
OVERVIEW OF BETMAKERS
Tabcorp Investor Presentation | 13
GLOBAL BETTING SERVICES
Digital solutions to bookmakers for odds data, bet processing,
risk management & customer engagement
BOOKMAKER
SOLUTIONS
Digital wagering platforms & widgets
Fixed odds data
Trading solutions
Proprietary global form database
RACING BODIES
SOLUTIONS
Contents Rights Management
Embedded racing streaming aggregator
Retail and on-course display network
Integrity platform & reporting
QUANTUM
TOTE ENGINE
Turn-key SaaS solution
Handles high-volume transactions (>4,000/second)
Supports hundreds of international bet types
TOTE
SERVICES
International tote pool management
International tote pool commingling
Turn-key tote hosting and operations
RETAIL
BETTING
TERMINALS
Build, deploy, and maintain hardware & software
Self-service betting kiosks (BetLine Terminals)
PRODUCTS
CUSTOMERS
PRODUCTS SPAN
BOTH DIVISIONS
Betting platforms
Embedded
racebook &
managed APIs
Race day control
Betting terminal
software
OF KEY TERMS
GLOSSARY
Tabcorp Investor Presentation | 14
1H/2H First half or second half of the relevant year
1Q/2Q/3Q/4Q First/second/third/fourth quarter of the relevant year
A$ Australian dollar
AI Artificial intelligence
B2B Business to Business
B2C Business to Consumer
BET The ASX ticker code used to identify BetMakers
CY Calendar Year
EBITDA Earnings before interest, tax, depreciation, amortisation, equity accounted result and impairment (before significant items)
EPS Earnings Per Share
EV Enterprise Value
FINANCIAL YEAR / FY The Group’s financial year is 1 July to 30 June
LTM Last twelve months
ND Net debt
PF Pro Forma
PRA Principal Racing Authority
R&D Research & Development
RDC Race Day Control
SOI Shares on issue
TAB The Group’s wagering brand
TAH The ASX ticker code used to identify Tabcorp
VWAP Volume Weighted Average Price
WSP Wagering Service Provider
DISCLAIMER
This presentation (Presentation) provides information in summary form and should be read in conjunction with the announcement in relation to the proposed transaction between Tabcorp Holdings Limited (Tabcorp) and BetMakers
Technology Group Limited (BetMakers) (the Transaction) that was released today. This Presentation does not purport to contain all the information that investors may require in order to make a decision in relation to the Transaction and the
information contained in this Presentation is for information purposes only. It contains selected information only. Further information will be contained in additional documents to be released by BetMakers and/or Tabcorp.
Neither of Tabcorp nor BetMakers, nor each of their respective related bodies corporate, nor each of their respective directors, officers, employees, agents, contractors, consultants, advisers or management makes or gives any guarantee,
representation or warranty, whether express or implied, that the information contained in this Presentation is complete, reliable or accurate or that it has been or will be independently verified, or that reasonable care has been or will be taken
by them in compiling, preparing or furnishing this Presentation and its contents.
To the maximum extent permitted by law, neither of Tabcorp nor BetMakers, nor each of their respective related bodies corporate, nor each of their respective directors, officers, employees, agents, contractors, consultants, advisers and
management expressly disclaim any and all liability for any loss or damage suffered or incurred by any other person or entity however caused (including by reason of fault or negligence) and whether or not foreseeable, relating to or resulting
from the receipt or use of the information or from any errors in, or omissions from, or otherwise arising in connection with this Presentation.
You should conduct and rely upon your own investigation and analysis of the information in this Presentation and other matters that may be relevant to it in considering the information in this Presentation.
The information in this Presentation is not investment, legal, taxation, financial product or other advice and is not to be used as the basis for making an investment decision. In this regard, the Presentation has been prepared without taking
into account the investment objectives, financial situation or particular needs of any particular person.
Any estimates and forward looking information contained in this Presentation are illustrative and are not representations as to future matters, are based on many assumptions and are subject to significant uncertainties and contingencies,
many (if not all) of which are outside the control of Tabcorp, BetMakers and each of their respective related bodies corporate and each of their respective directors, officers, employees, agents, contractors, consultants, advisers and
management. Actual events or results may differ significantly from the events or results expressed or implied by any estimate, forward looking information or other information in this Presentation. No guarantee, representation or warranty,
whether express or implied, is made in this Presentation, including as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to any estimate or forward looking information
contained in this Presentation will be achieved. Except as required by law or regulation (including the ASX Listing Rules), neither Tabcorp nor BetMakers undertake any obligation to update or revise the forward-looking statements or other
statements in this Presentation, whether as a result of new information or future events or circumstances.
You should make your own independent assessment of any estimates and forward looking information contained in this Presentation. Past performance information given in this Presentation is given for illustrative purposes only and should
not be relied upon as (and is not) an indication of future performance.
The forward looking information in this Presentation comprises management projections or estimates only and has not been prepared or verified to prospectus standard. No representation is made that there is a reasonable basis for that
information.
This Presentation does not constitute an offer, invitation, solicitation, advice or recommendation to buy or sell, or to arrange to buy or sell, securities or other financial products in any jurisdiction. This Presentation and the information contained
in it does not constitute an offer invitation, solicitation, advice or recommendation to buy, subscribe for or sell any securities in the United States. The Tabcorp shares to be issued under the Transaction have not been, and will not be,
registered under the U.S. Securities Act of 1933 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the securities
have been registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and other applicable securities laws.
The statements in this Presentation are made only as at the date of this Presentation and the information contained in this Presentation has been prepared as of the date of this Presentation. The statements and the information remain subject
to change without notice. The delivery of this Presentation does not imply and should not be relied upon as a representation or warranty that the information contained in this Presentation remains correct at, or at any time after, that date. To
the maximum extent permitted by law, no person, including Tabcorp, BetMakers and each of their respective related bodies corporate and each of their respective directors, officers, employees, agents, contractors, consultants, advisers and
management accepts any obligation to update this Presentation or to correct any inaccuracies or omissions in it which may exist or become apparent.
Certain terms and logos within this report are trade marks or registered trade marks of the Tabcorp Group. Other trade marks are the property of their respective owners.
Tabcorp Investor Presentation | 15
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