Sports Entertainment Gaming (SEGG) investor relations material

Executive summary

• The annual meeting will be held virtually in 2025, with shareholders voting on key proposals including a company name change, director election, auditor ratification, stock split authorizations, incentive plan amendment, and potential adjournment to solicit more proxies if needed.

• The board recommends voting in favor of all proposals, which are designed to support strategic transformation, capital flexibility, and compliance with Nasdaq requirements.

Voting matters and shareholder proposals

• Proposals include changing the company name to SEGG Media Corporation, electing a Class III director, ratifying Boladale Lawal & Co. as auditor, approving potential share issuances that could trigger a change of control, authorizing forward and reverse stock splits, amending the 2021 Incentive Plan, and an advisory vote to adjourn if necessary.

• The Nasdaq Exchange Cap Proposal seeks approval for share issuances that may exceed 20% of outstanding stock, in compliance with Nasdaq rules.

• Forward and reverse stock splits are proposed to provide flexibility for market conditions and maintain Nasdaq listing compliance.

• The incentive plan amendment increases the share reserve to 3,750,000 post-reverse split shares.

Board of directors and corporate governance

• The board is divided into three classes, with one director (Tamer Hassan) nominated for election; the board will reduce to five members.

• All committees (Audit, Compensation, Nominating/Governance) are composed of independent directors per Nasdaq and SEC rules.

• The board regularly reviews director independence, holds executive sessions, and maintains a flexible leadership structure.

• Corporate governance guidelines and a code of conduct are in place, with annual board and committee evaluations.