EX-99.5 6 ea164342ex99-5_digihost.htm REPORT OF VOTING RESULTS

Exhibit 99.5

 

DIGIHOST TECHNOLOGY INC.

(the “Company”)

 

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

 

JULY 28, 2022

 

REPORT OF VOTING RESULTS

 

Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following matters were put to a vote at the annual general and special meeting of the Company held on July 28, 2022. The report on the voting results is as follows:

 

1.Election of Directors

 

Based on the proxies received and the votes cast at the meeting, each of the five director nominees proposed by management in the Company’s management information circular dated June 20, 2022 (the “Circular”) were elected. Details of the voting results are as follows:

 

Director  For   %   Withheld   % 
Michael Amar   837,511    85.293%   144,408    14.707%
Alec Amar   837,129    85.286%   144,424    14.714%
Adam Rossman   837,468    85.289%   144,451    14.711%
Gerard Rotonda   837,511    85.293%   144,408    14.707%
Zhichao Li   837,086    85.282%   144,467    14.718%

 

2.Reappointment of Auditors and fix remuneration of the auditors

 

Based on the proxies received and the votes cast at the meeting, the reappointment of Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, to serve as the independent auditors of the Company for the ensuing year and authorize the Board of directors to fix the remuneration of the auditors was approved by shareholder of the Company (“Shareholders”). Details of the voting results are as follows:

 

For   %   Withheld   %
2,244,100   99.237%   17,265   0.763%

 

3.Approval of Stock Option Plan

 

Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s 10% rolling stock option plan was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
823,656   83.838%   158,574   16.141%

 

4.Approval of Restricted Share Unit Plan

 

Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s restricted share unit plan was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
806,513   82.120%   175,280   17.849%

 

 

 

5.Approval of Share Capital Amendment

 

Based on the proxies received and the votes cast at the meeting, a special resolution to amend the Company’s articles by deleting the proportionate voting shares from the share capital of the Company and re-designating the subordinate voting shares as common shares of the Company was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
826,614   84.220%   154,666   15.758%

 

6.Approval of Continuance into Ontario

 

Based on the proxies received and the votes cast at the meeting, a special resolution to apply for a Certificate of Continuance under the Ontario Business Corporations Act and make an application to the Registrar of Companies under the British Columbia Business Corporations Act to continue the Corporation out from under the British Columbia Business Corporations Act to the Ontario Business Corporations Act, as more particularly described in the Circular, was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
952,196   96.967%   29,577   3.012%

 

7.Approval of Change in Registered Office

 

Based on the proxies received and the votes cast at the meeting, a special resolution to move the Company’s registered office from British Columbia to Ontario was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
858,454   87.419%   123,339   12.560%

 

8.Approval of Appointment of Interim Directors

 

Based on the proxies received and the votes cast at the meeting, a special resolution authorizing the directors of the Corporation to appoint interim directors between annual meetings of Shareholders, was approved by Shareholders. Details of the voting results are as follows:

 

For   %   Against   %
833,309   85.145%   145,173   14.833%

 

DIGIHOST TECHNOLOGY INC.  
   

/s/ “Michel Amar”

 
Michel Amar  
Chairman and CEO