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Bragg Gaming Group Inc. Proxy Solicitation & Information Statement 2020

Nov 2, 2020

45523_rns_2020-11-02_8cb66008-fb07-40ed-a9fe-2bb323daf3bf.pdf

Proxy Solicitation & Information Statement

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BRAGG GAMING GROUP INC.

100 King Street West, Suite 3400 Toronto, Ontario M5X 1A4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the shareholders (" Shareholders ") of Bragg Gaming Group Inc. (the " Corporation ") will be held at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, Toronto, Ontario at 10:00 a.m. (Toronto time), on November 27, 2020 for the following purposes, the particulars of which are set forth in the management information circular dated October 29, 2020 (" Circular "):

  1. to receive the audited annual financial statements of the Corporation for the year ended December 31, 2019, together with the report of the auditor thereon;

  2. to elect the directors of the Corporation to hold office until the close of the next annual meeting of the Shareholders of the Corporation or until their successors shall be appointed or elected;

  3. to re-appoint auditors and to authorize the directors to fix the auditors' remuneration;

  4. to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution of disinterested Shareholders of the Corporation authorizing and approving a proposed conversion of existing earn-out payment obligations owed by the Corporation to K.A.V.O. Holdings Limited (" KAVO ") into common shares of the Corporation, and the creation of KAVO as a new Control Person (as such term is defined in the policies of the TSX Venture Exchange), as more particularly described in the Circular;

  5. to consider and, if deemed advisable, pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles of incorporation to allow the directors of the Corporation to appoint one or more directors, up to a maximum of one-third of the number of directors elected at the Meeting, to hold office for a term expiring not later than the close of the next annual meeting of shareholders of the Corporation, as more particularly described in the Circular;

  6. to consider and, if deemed advisable, to approve a resolution to confirm, ratify and approve the bylaws of the Corporation, of which the full text is set forth in the Circular;

  7. to consider and, if deemed advisable, pass an ordinary resolution approving the Corporation's omnibus equity incentive plan, as more particularly described in the Circular; and

  8. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

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A copy of the audited annual financial statements of the Corporation for the year ended December 31, 2019, together with the report of the auditor thereon, also accompany this notice of the Meeting. The directors of the Corporation have fixed the close of business on September 30, 2020 as the record date (the " Record Date ") for the determination of Shareholders of the Corporation entitled to receive notice of, and to vote at, the Meeting. Only Shareholders whose names have been entered in the Corporation's register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

Registered Shareholders may attend the Meeting in person or may be represented by proxy . If you are a registered Shareholder and are unable to attend the Meeting in person, please exercise your right to vote by dating, signing and returning the accompanying form of proxy to Computershare Investor Services Inc., the transfer agent of the Corporation. To be valid, completed proxy forms must be dated, completed, signed and deposited with the Corporation's transfer agent, Computershare Investor Services: (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (ii) by hand delivery to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (iii) by facsimile to 1-866-249-7775 (within Canada & the United States) and 416-263-9524 (Internationally); or (iv) by telephone at 1-866-732-8683 (within Canada & the United States) and 312-588-4290 (Internationally). You may also vote through the internet and if you do vote through the internet, you may also appoint another person to be your proxyholder. Please go to www.investorvote.com and follow the instructions. You will require your 15-digit control number found on your proxy form. Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Eastern Daylight time) on the second to last business day preceding the day of the Meeting or any adjournment thereof. If you are unable to attend the Meeting, we encourage you to complete the enclosed form of proxy as soon as possible. If a Shareholder received more than one form of proxy because such Shareholder owns Common Shares registered in different names or addresses, each form of proxy should be completed and returned. The chairman of the Meeting shall have the discretion to waive or extend the proxy deadline without notice.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary. For information with respect to Shareholders who own their Common Shares through an intermediary, see " General Proxy Information – Non-Registered Shareholders " in this Circular.

The Circular, this Notice, a Form of Proxy, audited annual financial statements of the Corporation for the year ended December 31, 2019, together with the report of the auditor thereon and the Management Discussion and Analysis related to such financial statements will be available on SEDAR at www.sedar.com.

DATED at Toronto, Ontario as of the 29[th] day of October, 2020.

By Order of the Board of Directors

(signed) " Adam Arviv " Adam Arviv Interim Chief Executive Officer

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