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

Good morning. Welcome to the Annual Special Meeting of Shareholders of Bragg Gaming Group Inc. The meeting will now come to order. My name is Paul Pathak. I am the Lead Director and Vice Chairman of Bragg Gaming Group, and I will act as Chair of this meeting. In light of the COVID-19 coronavirus outbreak and in keeping with the advice of health authorities, the corporation is conducting a virtual meeting. Doing so reduces the risk of spread of infection to our employees, shareholders, directors and stakeholders. While a virtual meeting does not give us a chance to meet with you in person, and the current climate of virtual meeting foster shareholder participation regardless of where you are located. Bennett Jones will serve as Webex monitor, and your lines on the webcast during the formal portion of the meeting and -- muted for the question period. 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. I would ask that general questions and comments on the current activities of the corporation and other discussions related to the specific matters to be voted on at this meeting be reserved until another 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, 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 March 26, 2021, that was mailed to shareholders. The matters to be considered at this meeting were set out in the notice and management information circular mailed to shareholders. Yaniv Spielberg has delivered an affidavit of Computershare Services as to the mailing of the notice of the meeting, which states that on April 7, 2021, the notice of the meeting, together with the management information circular and proxy form, was mailed to all shareholders of record as of the close of business on March 23, 2021, the record date for the meeting. With the consent -- sorry, that being the record date for the meeting. With the consent of the meeting, I will dispense with reading the notice of the meeting. The affidavit can be made available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Copies of this notice, proxy form and circular are available on the corporation's profile at sedar.com. The scrutineer has presented the preliminary report on attendance. Based on the scrutineer's report, which shows that quorum is present, I declare that this meeting is regularly called and properly constituted for the transaction of business. I direct that a copy of the scrutineer's report on attendance be kept with the records of the meeting. Only shareholders of record as of March 23, which was the record date for this meeting, or their properly appointed proxy holders who are present in person at the meeting are entitled to speak and vote upon matters at the meeting. Each shareholder of the corporation is entitled to one vote for each share held by him or her. The bylaws of the corporation allow every shareholder and every proxy holder present at... [Technical Difficulty]

Paul, I think we lost you.

On any resolution.

No. We lost you. We lost you for a few minutes. Can you read the last paragraph?

Yes. Sorry. The bylaws of the corporation allow every shareholder and every proxy holder present at the meeting to have one vote and that each shareholder or proxy holder present in person at this meeting has the right to demand that a virtual ballot be conducted on any resolution. As in past years, we expect that the vast majority of votes have been cast in advance of the meeting by proxy through the various available channels. That said, the right to vote and participate in the meeting is very important, and we are fully supportive. Registered holders and duly appointed proxy holders who have not voted by proxy may vote through a modified voting procedure for today's meeting. For those who are voting for the first time, virtual polls are now open for voting on all items of business to be voted on at the meeting. Once discussion on all business items has concluded, I'll provide you further time to answer your votes and then declare voting closed on all resolutions. If you have joined us through Webex and wish to vote by poll, you will be asked to identify yourself by providing your name on the poll and the name of any shareholder for whom you are acting as proxy holder so that we may keep an accurate count of votes for and against each item of business. We will tabulate results at the end of the formal part of the meeting. I'd like to remind everyone that if you have submitted an executed instrument -- a proxy, you are encouraged not to vote through Webex on any relevant item of business unless you wish to vote in a manner other than as specified in your proxy. I now place before the meeting the financial statements of the corporation for the financial year ended December 31, 2020, 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 auditor's report are also publicly filed and available on SEDAR. Accordingly, I propose to dispense with the reading of the auditor's report. The next item of business is the election of 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; Paul Godfrey; Lara Falzon; Rob Godfrey; and Matev Mazij. I will now entertain a motion nominating each of those persons for election as directors, which motion I will move. Second?

I second the motion.

In accordance with the bylaws of the corporation, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice has been received. Therefore, I declare the nominations for directors closed. I now move, therefore, a resolution for the election of the 7 individuals nominated as directors. I move that Richard Carter, Paul Pathak, Adam Arviv, Paul Godfrey, Lara Falzon, Rob Godfrey and Matev Mazij be and 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 bylaw and the act.

I second the motion.

Thank you. We will now continue with the meeting. Next item is the appointment of auditors or reappointment of auditors. I would like to make a motion that MNP be reappointed auditor of the corporation until the next annual meeting of the corporation and that the directors be authorized to fix the auditors' remuneration.

I second the motion.

Thank you. We will now continue with the meeting. The next item is to consider and, if thought fit, to pass a resolution to approve an amendment to the articles of incorporation to consolidate the outstanding common shares of the corporation on such basis as the Board may determine in its whole discretion, provided that the share consolidation should not be greater than on a 15-for-1 basis and as further described in the management information circular. I move to adopt the share consolidation resolution, approving a consolidation of the outstanding common shares. May I have a second?

I second the motion.

Thank you. We'll now continue. The next item is to consider and, if thought fit, to pass a resolution authorizing the amendment of the corporation's omnibus equity incentive plan to increase the number of common shares available for issuance as awards under the incentive plan to 39,650,000 and as further described in the information circular. I move to adopt the planned increase resolution permitting the directors to increase the number of common shares available for issuance as awards under the plan to 39,650,000.

I second the motion.

Thank you. So for those who have not voted on all of these resolutions, please do so now as I will shortly close the polls. It's now 10:17. I'll close the polls in 3 minutes at 10:20. We will now pause for 3 minutes. [Voting]

All right. The scrutineer has provided the preliminary report based on proxies received prior to the meeting. I call on the Secretary to report on the preliminary results of the votes. I note that the company will report the detailed final voting results, including those votes submitted by Paul at the meeting once the tabulation is complete after the meeting. Yaniv, can you read the report? I declare that all motions have been carried. As there's no other business, I move to conclude this meeting. I'll take that as a second.

Second.

Thank you very much. That concludes the meeting. Thank you. Thank you very much for your attendance.