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Century Casinos, Inc. (NASDAQ:CNTY)

Annual Shareholders Meeting Call

May 06, 2013 10:00 AM ET

Executives

Erwin Haitzmann - Chairman

Steve Nutt - Inspector of Elections

Operator

Century Casino Annual Meeting of Stockholders, we will now begin.

Erwin Haitzmann

Welcome to the annual meeting of Securityholders of Century Casinos Inc. I am Erwin Haitzmann, Chairman of the board of the company. It is now 4:00 p.m. Central European Time and 8:00 a.m. Mountain Time, and I hereby call the Annual Meeting to order.

On behalf of the company I welcome all of you to this meeting. We are pleased that this year’s Annual Meeting is a completely virtual meeting via live webcast. We would also like to welcome Mr. Peter Hoetzinger, Co CEO and Vice Chairman of the Board; as well as our senior corporate officers in both our North American and European offices. Further please say hi to our corporate counsel Mr. Doug Wright and we also welcome Mr. Steve Nutt of Broadridge

As Chairman of this annual meeting, I hereby appoint Steve Nutt of Broadridge as the Inspector of Election. Steve will have the results of the proxy tabulation later in the meeting. If there is registered shareholder desiring to vote or revoke a previously submitted proxy via the internet, please click the vote now button.

If there is a registered shareholder who does not have the control number and wishes to vote or revoke a previously submitted proxy via the internet, please click the request ballot button, enter your email address and someone will assist you.

A certified list of the registered stock holders of the company as of the record date of March 13, 2013; compiled by Computershare Trust company NA has been on file and open to examination by stockholders at the Company’s offices in Colorado Springs, Colorado USA; and is also available on our virtual shareholder meeting website. This list sets forth each registered stockholder's address and holdings as they appear on the Company’s books.

As of the record date, there were 24,128,114 shares of the Company’s common stock outstanding. Accordingly under the bylaws of the company and the corporate law of Delaware, the maturity of the outstanding common stock constitutes a quorum for this meeting.

I now present an affidavit executed by Broadridge certifying that notice of annual meeting of stockholders was duly and properly made on or about April 1, 2013to each holder of common stock entitled to notice thereof. A copy of the notice of annual meeting will be filed in the minutes of this meeting together with the affidavit evidenced in the mailing of the notice. Steve Nutt has been asked to make a list of all the stock represented here, either in person or by proxy and to compare this list with the transfer agents certified list.

Inspector of Elections, the polls are closed. Please announce the number of shares represented at the meeting.

Steve Nutt

Mr. Chairman, there are a total of 17,478,100 shares present either in person or by proxy, representing over 72.4% of the outstanding shares entitled to vote.

Erwin Haitzmann

I declare a quorum for this meeting. Since a quorum has been established I declare this meeting to be appropriately convened and we will proceed with the business to be conducted. We will now conduct the business of the annual meeting.

The matters to be brought forward which we brought before the meeting are election of two class one directors to the Board of Directors, the ratification of Grant Thornton LLP is our independent registered public accounting firm for the year ending December 31, 2013, to consider and vote upon a proposal, to approve an advisory non-binding resolution regarding the compensation of the Company’s named executive officers and to consider and vote upon a proposal that proof and advisory of non-binding resolution regarding whether an advisory note on the compensation of the Company’s named executive officers should be held once every one, two or three years. These proposals are described in the proxy statement made to security holders on or above April 1, 2013.

The first order of business is to elect two class one directors to the Board of Directors. The Board has nominated Robert Eichberg and Dinah Corbaci as candidates for re-election to the Board of Directors. The directors elected today will serve a three year term which will expire at 2016 annual meeting of stockholders.

Is there any discussion of this matter? If not we will proceed to vote on this matter. Inspector of Election, please present the results of the election.

Steve Nutt

Mr. Chairman, the results of the voting are as follows. Regarding the election of Robert Eichberg as class one director of the company for votes 13,670,070 shares, withheld votes 238,091 shares, regarding election of Dinah Corbaci as class one Director of Company for votes 13,665,989 shares, withheld 245,472.

Erwin Haitzmann

Based on the report of the Inspector of Election, I declare the Robert Eichberg and Dinah Corbaci has been elected as class one Directors of the Company. The written report of the voting will be kept with the permanent records of the company.

The second round of business is to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2013. Is there any discussion of this matter? If not, we will proceed to vote on this matter. Inspector of Election, please present the results of the voting on this matter.

Steve Nutt

Mr. Chairman, the results of the voting are as follows. Regarding the ratification of Grant Thornton LLP as a Company’s independent registered public accounting firm for the year ending December 31, 2013, for votes, 17,184,043 shares against 240,265; abstained 53,792 shares.

Erwin Haitzmann

Based on the report of the Inspector of Election, I declare that the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 has been rectified. The written report of the voting will be kept with the permanent records of the company.

The third order of business is to consider and go up on proposal to approve an advisory non-binding resolution regarding the compensation of the Company’s named executive officers. Is there any discussion of this matter? If not, we will proceed to vote on this matter. Inspector of Election, please present records of the voting on this matter.

Steve Nutt

Mr. Chairman, the results of the voting are as follows. Regarding the consideration and the vote upon a proposal to approve an advisory non-binding resolution regarding the compensation of the Company’s named executive officers, for votes, 13,598,009 shares against 303,144 shares; abstained 16, 278 shares.

Erwin Haitzmann

Based on the report of the Inspector of Election, I declare that the advisory non-binding resolution regarding the compensation of the Company’s named executive officers has been approved. There written report of the voting will be kept with permanent records of the company.

The fourth order business is to consider and vote upon the proposal the proven advisory nonbinding resolution regarding whether an advisory vote on the compensation of the Company’s named executive officer should be held once every one, two or three years?

Is there any discussion of this matter? If not we will proceed to vote on this matter. Inspector of Election, please present the results of the voting on this matter.

Steve Nutt

Mr. Chairman, the results of the voting are as follows regarding the consideration and vote upon a proposal to approve an advisory nonbinding resolution regarding whether advisory vote on the competition of the Company’s name executive officers should be held once every one, two or three years.

Voting for one year, 8,011,101 shares, every 2 years, 45,873 shares, every three years 5,621,530 shares, abstain, 238,927 shares.

Erwin Haitzmann

Based on the report of the Inspector of Election, I declare that the security holders voting on the proposal to approve an advisory nonbinding resolution regarding whether an advisory board on the compensation of the Company’s name executive officers should be held once every one, two or three years, it’s elected every one year with advisory board and the compensation of the Company’s named executive officers.

The written report of the voting will be kept with the permanent records of the company. Is there any further business?

Unidentified Company Representative

Mr. Chairman, I move that the formal business meeting of the HR.

Unidentified Company Representative

I second the motion.

Erwin Haitzmann

All in favor, please say Aye. Aye. Proposed. The formal business meeting is adjourned. Thanks everyone for attending and we look forward to welcoming to you all again on our next conference call, when we will announce the results of the first quarter.

Question-and-Answer Session

Operator

Ladies and gentlemen, the conference has now concluded. We thank you for attending. You may now disconnect your lines.

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