Bragg Gaming Group Inc. (BRAG) Earnings Call Transcript & Summary

Good morning. Welcome to the Annual and Special Meeting of Shareholders of Bragg Gaming Group. The meeting will now come to order. My name is Paul Pathak. I am the Lead Director and Vice Chairman of Bragg Gaming Group, Inc., and I will act as Chair of this meeting. I would also like to welcome members of our audience who are listening to the meeting via teleconference today. Please mute your lines on the teleconference during the formal portion of the meeting. To facilitate the meeting, the corporation has requested that certain persons make and second the formal motions, and then I will call on these persons at the appropriate time. With the consent of the meeting, Yaniv Spielberg, Chief Strategy Officer, will act as Secretary of the meeting; and Arlene Agnew of Computershare Investor Services, Inc., the corporation's registrar and transfer agent to act as Scrutineer of the meeting. The scrutineers in attendance by electronic means. I propose to deal with the formal business of the meeting as set out in the management information circular dated October 29 that was mailed to shareholders. Adam Arviv. The matters to be considered at this meeting were set out in the notice of meeting and management circular mailed to shareholders. Yaniv Spielberg has delivered an affidavit of Computershare Investor Services, Inc. as to the mailing of the notice of meeting, which they have set on November 5, 2020, proposed the meeting together with the management information circular and proxy form were mailed to all shareholders of record as of the close of business on September 30, 2020, the record date for the meeting. With the consent of the meeting, I will dispense with reading the notice of meeting. This affidavit is available if any shareholder wishes to examine it, and will be attached to the minutes of this meeting. Additional copies of the notice, proxy form and circular are also available at this meeting. Scrutineer has presented the preliminary report on attendance. Based on the Scrutineer's report, which shows that quorum is present. I declare that the meeting is regularly called and properly constituted for the transaction of business. I direct a copy of the Scrutineers' report on attendance be kept with the record of the meeting. Holding shareholders of record as of September 30, 2020, was a record date for the meeting or their properly appointed proxyholders who are present in person at this meeting are entitled to speak and vote upon matters at the meeting. Each shareholder of the company is entitled to one vote for each share held by him or her. Voting on each of the matters set before the meeting today will take place by a show of hand. The bylaws of the corporation allow every shareholder and every proxy holder present at the meeting to have one vote on a show of hand. That each shareholder or proxyholder present in person at this meeting has the right to demand that a ballot be conducted on any resolution. If ballots are requested, once the ballots are collected, we will take a short recess to allow the scrutineer to tabulate the ballot results and report the results of the vote. To ensure that the meeting is conducted efficiently, I ask that registered shareholders and proxyholders wishing to ask a question or make a comment pertaining to the matter being voted on do so after the meeting -- after the motion has been moved and seconded. I now place before the meeting the financial statements of the corporation for the financial year ended December 31, 2019, together with the report of the auditor of the corporation, thereon, a copy of which has been mailed to shareholders. Copies of the financial statements and auditors' report are also publicly filed and available on SEDAR. Accordingly, I propose to dispense with the reading of the auditor's report. The first matter is the election of the directors. The next item -- the first item of business is the election of the directors. The nominees of management of the corporation were identified in the management information circular mailed to shareholders of the corporation and are as follows: Richard Carter; Paul Pathak; Adam Arviv; Jim Ryan; Rob Godfrey and Matevž Mazij. I will now entertain a motion nominating each of those persons for election as directors. I so move the motion.

I second the motion.

Thanks, Yaniv. In accordance with the bylaws of the corporation, shareholders are required to provide advanced notice of the intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. I now move, therefore, a resolution for the election of the 6 individuals nominated as directors. I move that Richard Carter; Paul Pathak; Adam Arviv; James Ryan, Rob Godfrey; and Matevž Mazij be and they are hereby elected as directors of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation unless their office is earlier vacated or their successors are appointed or elected in accordance with the corporation's bylaws and the act.

I second the motion.

Thank you, Yaniv. I will now call for a vote on the motion, all in favor, signify by raising your hands. [Voting]

Any contrary? [Voting]

I declare the motion carried. The next item of business is the appointment of the auditor. I ask for a motion that MNP LLP be appointed auditor of the company until the next annual meeting of the company and the directors to be authorized to fix the auditor's remuneration. I so move this motion.

I second the motion.

Thank you, Yaniv. I now put the motion to the meeting. Is there any discussion on the matter? I will now call for a vote on the motion. All in favor, signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. We'll now continue with the meeting. Next item of business is to consider and if thought fit to pass the resolution to approve the creation of a new control person of the corporation and the settlement of outstanding earn-out payments by the issuance of common shares of the corporation as described in the circular. If someone please move to adopt the control person resolution, approving the creation of the new control person of the corporation and the settlement of outstanding earn-out payments by the issuance of common shares of the corporation. I so move.

I second the motion.

Thank you, Yaniv. I now put the resolution to the meeting -- put the motion to the meeting. Is there any discussion on the matter? I will now call for a vote on the motion. All in favor, signify by raising your hands. [Voting]

Any contrary? [Voting]

I declare the motion carried. The next item of business is to consider and if thought fit to pass a resolution permitting the Board to appoint one or more directors up to a maximum of 1/3 of the number of directors elected at the meeting. Could someone please move to adopt the additional director resolution permitting the directors to appoint one or more additional directors. I so move.

I second the motion.

Thank you. I now put the motion to the meeting. Is there any discussion on the matter? I'll now call for a vote on the motion. All in favor, signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. The next item of business is to consider and if thought fit to pass the resolution to confirm the adoption of Bylaw #1 and Bylaw #2 of the corporation. Would someone please move to adopt the bylaw resolution. I so move.

I second the motion.

I now put the resolution to the meeting. Is there any discussion on the matter? I will now call for a vote on the motion. All in favor, signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the most carried. The next item of business is to consider and if thought fit to pass the resolution to approve the corporation's Omnibus equity incentive plan, the full text of which is included in the management information circular. Someone please move to adopt the incentive plan resolution approving, ratifying and confirming the Omnibus equity incentive plan of the corporation. I so move.

I second the motion.

Thank you. I now put the motion to the meeting. Any discussion? I'll call for a vote on the motion, all in favor, signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. As there is no other business, would someone please move to conclude the meeting. I so move.

I second.

All in favor signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. And the formal part of the meeting concluded. Thank you very much.