Galaxy Digital Inc. (GLXY) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the special meeting of Galaxy Digital Holdings Limited. Please note that the meeting is being recorded. I would like to introduce Michael Novogratz, who will be acting as Chair of this meeting. Mr. Novogratz, the floor is yours.

Good morning, everyone. I'm Michael Novogratz, CEO of Galaxy and would like to welcome you all to the special meeting of the shareholders. The meeting is being held as a hybrid event, both physically in person and virtually via live webcast. We've ensured the virtual portion of the meeting offers shareholders and duly appointed proxy holders the opportunity to participate, submit questions and vote through the online platform. We'd like to set out a few rules for the orderly conduct of the meeting. Voting will be conducted as follows: those attending in person will vote by physical ballot, which you will have completed upon entering the meeting. Note that those wishing to change their ballot vote can ask the Secretary for a new ballot. And those attending virtually will vote by electronic ballot through the TSX Trust virtual meeting platform. Only registered shareholders and duly appointed proxy holders, who have properly logged in with their control number, be able to vote on each business item. Beneficial shareholders who appointed themselves proxy holders, were required to register in advance to receive the control number. Those who wish to vote virtually at the meeting must download complete download and complete a declaration form, then send their complete executed form to our voting team at [email protected]. Once the polls are open, click the voting icon on the left hand of your screen to vote, select your voting direction from the options shown on the screen and click Submit. A confirmation message will appear to show your vote has been received. If you have additional control numbers to vote, click "I have additional control numbers" at the top and enter the additional credential. To change your vote, simply click Refresh Voting Resolutions. Voting will remain open until the polls have been closed, at which time, the votes you have submitted on each polling item will be recorded and totals in favor or against or withheld, as the case may be, for each resolution item will be tallied by the Scrutineer. I will then report on the preliminary outcome of all motions based on the proxies provided prior to the meeting and the preliminary screeners report. The final report will be posted on SEDAR shortly after the meeting. Remind you, if you're a registered shareholder and you've already voted by proxy, you do not need to vote again unless you wish to change your vote. Any votes cast during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders who have already voted by proxy do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. For specific vote tabulations, please see the report of voting results, which we will post on the company's SEDAR profile shortly after the meeting. At this time, I call the meeting to order. In order to expedite this meeting, I now propose that we dispense with the need to second any motions to request to by the Chair. If you have the objection, you have 5 seconds to submit your objection via the Ask button. Hearing none, we will proceed with the business of the meeting. In accordance with the Articles of Association, I will preside as Chair of the meeting. And with the consent of the meeting, I appoint Francesca Don Angelo, Corporate Secretary of the company, to act as Secretary of the meeting. The company registrar and transfer agent is TSX Trust Company. Rosa Garofalo will act as Scrutineer of the meeting. According to the company's Articles of Association, the quorum for the transaction of business at a meeting of shareholders consists of 2 or more shareholders present in person or by proxy or if a company or other natural person by its duly authorized representative or proxy, holding at least 25% in par value of the ordinary shares or entitled to vote at such meeting. The Scrutineer has provided you with the preliminary report of shareholder attendance represented at this meeting. I confirm there is a quorum present for this meeting. The Secretary has advised me that the notice of the meeting was duly sent to shareholders on or prior to April 17, 2025. Additional copies of the meeting material are also available electronically under Galaxy's SEDAR profile at www.sedarplus.ca. Accordingly, unless there is an objection, I will dispense with the reading of the notice calling the meeting. If you have any objection, you have 5 seconds to submit it via the Ask a Question button. Notice has been duly given and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. In the interest of expediting the business of this meeting, I will move all motions with respect to the business for which this meeting has been called and is set out in the notice of meeting. For efficiency, we will be opening the polls on the matters that will be voted on at the beginning of the meeting, and we'll close these polls after the last matter has been dealt with. We will now turn to the business of today's meeting. I declare the polls open. The first item of business is to consider and if deemed available pass a special resolution to approve the reorganization and domestication of Galaxy Digital Holdings Ltd, as set on Appendix 1 of the Management Information Circular. To be effective, the special resolution must be approved by an affirmative vote of at least not less than 2/3 of the shareholders present in person or virtually or represented by proxy and entitled to vote at the meeting. Unless there's an objection, I will dispense with the reading and redomicile the organization resolution to the meeting, the full text of which is set forth in Appendix 1 of the Management Information Circular. If there is any objections, please raise them now. Those attending virtually will have 5 seconds. I hereby move that the redomicile and reorganization resolution be approved. Please proceed by way of poll on this motion. As noted earlier, the preliminary voting results will be summarized at the end of the meeting, and the final voting results be made available on SEDAR shortly after the meeting. I will now move to the next item of business. The next item of business is considered and if deemed advisable, pass an ordinary resolution approving the issuance of up to $500 million in Class B common stock in the capital of the post reorganization and domestication entity to current holders of Class B limited partnership units of Galaxy Digital Holdings LP, as set out in Appendix 1 of The Management Information Circular. To be effective, this resolution must be approved by both a simple majority of shareholders and a similar majority of shareholders, excluding the persons required to be excluded for the purpose of majority of the minority vote in accordance with the multilateral instrument 61-101, who are, in each case, present in person or virtually or represented by proxy entitled to vote at the meeting. Unless there is an objection, I will dispense the reading of the share issuance resolution to the meeting, the full text of which is set forth in a Appendix 1 of the Management Information Circular. If there are any objections, please raise them now. Those attending virtually have 5 seconds to submit via the Ask a Question button. I hereby move that the share issuance resolution be approved. Please proceed by way of poll on this motion. I will now move to the next item of business. The next item of business is considered and if deemed advisable, pass an order solution, approves the adjournment of the meeting to a later date or dates, if necessary or appropriate to make further solicitation and vocal vote proxies in the event that is determined by Galaxy Digital Holdings that is necessarily appropriate that such -- that one or more resolutions at the meeting be approved and adopted in all respects, as set out in Appendix 1 of the Management Information Circular. To be effective, an ordinary resolution must be approved by the affirmative vote of a majority of shareholders present in person or virtually or represented by proxy and entitled to vote at the meeting. Unless there's a resolution -- unless there's an objection, I will dispense with the reading of the adjournment resolution, the full text of which is set forth in Appendix 1 of the Management Information Circular. If there are objections, please raise them now. Those attending virtually have 5 seconds to submit via the Ask a Question button. Please note that while the polls are open for voting on the adjournment resolution, the adjournment resolution will only be formally put to a meeting in the event that either both the redomicile of the organization resolution and the share issuance resolution do not receive a sufficient number of votes to be passed. I hereby move that subject to there being insufficient number of votes obtained at the meeting to pass either or both of the redomicile and reorganization resolution and the share issuance resolution, the adjournment resolution be approved. Please proceed by way of poll on this motion. This concludes the matters to be voted on at this meeting, and I will now move to the voting results. You will now have 10 seconds to submit your votes before the polls close. [Voting]

The polls are now closed. We will now take a short recess to allow the Scrutineer to prepare the preliminary results of -- the preliminary report of the voting results. Based on the proxy provided prior to the meeting and the preliminary Scrutineer report, the preliminary voting results show that, one, the redomicile and reorganizational resolution has passed the requisite number of votes in favor; and two, the share issuance resolution has passed by the requisite number of folks in favor. And accordingly, the adjournment resolution will not be formally put to the meeting. These results are preliminary. Final voting results will be included in the press release to be filed following the meeting, together with a report on the voting results to be filed on SEDAR+. That concludes the formal business brought before the meeting as set out in the notice of meeting. As there's no further business, I now propose the meeting be concluded, unless there's objection. If you have an objection, you have 5 seconds to submit your objection via the Ask a Question button. Hearing none, I now declare that this meeting be terminated. On behalf of the Board of Directors, I would like to thank you for attending today. I direct the operator to terminate this broadcast.

Thank you for attending today's meeting. You may now disconnect.