Bit Digital, Inc. (BTBT) Earnings Call Transcript & Summary

Good morning. It is now 9:00 a.m. Eastern Time. I'm Daniel Kennedy, Head of Investor Relations, and welcome to Bit Digital's 2026 Annual Meeting of Shareholders. Today's virtual meeting is being held in person at Bit Digital's principal offices at 31 Hudson Yards, Floor 11 in New York. This meeting is being held pursuant to a written notice of the annual meeting mailed to all shareholders of record as of the close of business on April 30, 2026. Each written notice was accompanied by the proxy statement in form of proxy. We have received a copy of the affidavit of mailing prepared by Andrew Collins, which confirms that the written notice was mailed to our shareholders as of June 11, 2026. Andrew Collins has been appointed Inspector of Elections and has taken his oath of office. Will the Inspector of Elections please take a poll of the shareholders present at the meeting in person or by proxy? All who wish to vote in person should e-mail their names to Andrew Collins at proxy@transhare.com, and he, in turn, will distribute ballots to you. We will wait a moment for the shareholders present to be counted. I have received a written report from the Inspector of Elections, which reports that 55.75% Bit Digital's issued shares entitled to vote are represented at this meeting, either in person or by proxy. In accordance with Bit Digital's amended and restated Articles of Association, this does constitute a quorum. We thank you all for participating.

Good morning. I'm Sam Tabar, Bit Digital's Chief Executive Officer, and welcome to the company's 2026 Annual Meeting of Shareholders. I'm joined by Erke Huang, our Chief Financial Officer; Hughes Ching, our Managing Director of Bit Digital Strategies; and Elliot Lutzker, the company's Counsel. I will chair the meeting and hereby appoint Mr. Erke Huang to act as the Secretary of the meeting. Will the Secretary produce the following documents for the purpose of filing with the meeting minutes. Copies of the printed notice of annual meeting dated June 11, 2026, which states the time, place and purpose of the meeting, the affidavit certifying the delivery of the notice of meeting to each of the company's ordinary shareholders of record as of close of business on April 30, 2026, as recorded on the shareholder list of the company. I direct that such notice affidavit, shareholder list and accompanying documents be filed with the minutes of this meeting. Andrew Collins, the duly appointed Inspector of Elections, has subscribed to his oath of office. I direct that oath also be filed with the meeting minutes. Will the secretary please take a poll of the shareholders represented at the meeting in person or by proxy?

Yes.

All persons wishing to vote in person should e-mail their names to Andrew Collins at proxy@transhare.com, and he will distribute the ballots to you. Will the Secretary please report as to whether there -- a quorum is present?

Mr. Chairman, I have a written report of the Inspector, which indicates that we have a quorum present at the meeting. I direct that the foregoing report of the Inspector be annexed to the meeting minutes.

Based on such report, I declare that a quorum is present and the meeting is regularly and lawfully convened and ready to transact business. The next order of business before the meeting is the election of 5 directors to serve until the next Annual Meeting of Shareholders, unless any such director shall resign, become disqualified, disabled or otherwise removed from office. Nominees receiving the highest number of affirmative votes will be elected. No other nominations have been submitted to the company's Nominating and Corporate Governance Committee. May I have the nominations?

Yes. I nominate Zhaohui Deng, Erke Huang, Ichi Shih, Brock Pierce and Amanda Cassatt, each to serve as a member of the Board of Directors until the Annual Meeting of Shareholders in 2027.

Do I hear a second for the nominations and move that the nominations be closed?

I second the motion.

Are there any other nominations? I declare the director nominations are now closed. I will entertain a motion that the nominees be elected as directors.

Mr. Chairman, I so move.

I second the motion.

I direct that a vote of the shareholders be taken on the nominations made. Any shareholder who has previously submitted a proxy need not vote on the foregoing nominations unless such shareholder desires to revoke the proxy. Any shareholder who requested a ballot earlier today should mark your ballot and retain it to vote on the following matters as well. Has everyone had an opportunity to vote? If so, I declare the polls closed for the election of directors. The next order of business before the meeting is to vote on a proposal to pass a special resolution to amend the company's Article of Association to change the quorum threshold for shareholder meetings.

On behalf of the Board of Directors, I hereby make the motion that proposals being approved.

I second the motion.

I direct the vote of the shareholders be taken for or against the proposal to amend the company's Article of Association to change the quorum threshold for shareholder meetings. The next order of business before the meeting is to vote upon a proposal to approve an ordinary resolution with immediate effect that the company adopt the 2026 Omnibus Equity Incentive Plan.

On behalf of the Board of Directors, I hereby make the motion that the proposed adoption of the company's 2026 Omnibus Equity Incentive Plan be approved.

I second the motion.