03 September 2025: Ainsworth Game Technology (ASX: AGI): What’s next?

Dear Shareholder,

Thank you to all AGI shareholders who Voted NO to Novomatic AG’s proposal to acquire your shares for $1/share. Novomatic and AGI agreed not to proceed with the Scheme of Arrangement because of the overwhelmingly negative response from shareholders.

You may have received a follow-up communication from Novomatic urging you to accept a new, off-market offer of $1 per share for your shares in AGI. Shareholders are free to check the publicly traded share price if you would like to assess how Novomatic’s new offer compares with the on-market price.

If you do not wish to sell to Novomatic or to sell for the offer price of $1, you do not need to take any action. It is your choice.

Many shareholders have written to me and asked what’s next for AGI if enough shareholders do not sell. This letter is to give you my opinion on what needs to be done to begin getting AGI back on track at a Board and Management level:

1.      Dividends must be restored.

Every shareholder I’ve spoken with has stated that they are unhappy at the lack of dividends since 2019. AGI offered a $0.19/share dividend as a Scheme incentive. If that money is available to incentivise minority shareholders to sell, $0.04-$0.05/share is available for an annual dividend.

I am writing to AGI’s Board to advise them that I believe that the failure to pay dividends for six years amounts to shareholder oppression and I am prepared to take legal action to restore dividends.

2.      Those responsible for the failed scheme should resign.

The Board of AGI failed in its duty to minority shareholders, in my opinion, by supporting a costly and ill-conceived Scheme of Arrangement. The $1/share offer benefited only the majority shareholder at a cost of more than $1million to AGI’s shareholders. This is irresponsible and unacceptable.

I believe that anyone who recommended and promoted a Scheme that would have benefited the majority shareholder – at great cost to the minority – must go.

I hereby call for the resignation of each of the Independent Board Committee and CEO Harald Neumann. 

3.      Shareholders deserve full disclosure.

The independent valuations that I received in June for AGI’s US properties are available on www.agifightback.com. These valuations (US$75m) exceed the value of the properties reflected in the audited financial reports (US$26m) by a substantial amount.

I believe AGI should release any and all property valuations obtained by AGI or its lenders between 2019 and now, in the interests of transparency.

McGrath Nicol have also been engaged to review the Scheme of Arrangement Independent Expert Report (IER). I will make the findings of that analysis available to shareholders when I receive it.

Over recent weeks, the many messages I have received from shareholders and whistleblowers have overwhelmingly reinforced my belief that AGI’s shares are undervalued. I commit to you as a fellow minority shareholder that I will continue to take steps – and legal action as necessary – to fight back for AGI and achieve the best possible outcome for all.

If you have any questions or wish to get in touch with me, please don’t hesitate to contact me on Kjerulf.Ainsworth@protonmail.com or 0417 133 300.

Thank you again for your support.

Yours faithfully,
Kjerulf Ainsworth