Adcore Inc. (ADCO) Earnings Call Transcript & Summary

Okay. So good morning to all. Welcome to the Annual and Special Meeting of the Shareholders of Adcore Inc. My name is Barak Frank, and I am Corporate Secretary of the corporation. And at the request of the shareholders present at the meeting, I act as the Chairman for this meeting. Firstly, I would like to thank all shareholders who sent in their proxies in advance of the meeting in light of the COVID-19 pandemic, and we hope that at our next shareholder meeting, members of management will be present to meet and greet with our shareholders in person. In terms of our agenda today, we will deal with the formal business of our Annual Special Meeting as described in the proxy materials, which were sent to shareholders. The meeting will now come to order. And at the request of shareholders present at the meeting, I will ask Jason Saltzman, Counsel to the corporation, to act as Secretary of the meeting; and Roxanne Parsaud of Computershare Trust Company of Canada to act as scrutineer of the meeting. I shall now request the secretary to table proof of delivery of the notice of meeting, instrument of proxy, management information circular and accompanying documents to the registered shareholders of the corporation. Following to the next stage. The bylaws of the corporation provide -- sorry, proof of the meeting of the notice calling the meeting and accompanying documents has been filed, and I direct a copy of the notice of the meeting with proof of delivery to be kept by the secretary with the records of this meeting. Quorum. The bylaws of the corporation provide that a quorum of shareholders is present at a meeting of shareholders, if at least 2 persons holding or representing by proxy not less than 5% of the shares entitled to vote at a meeting of shareholders are present in person or by proxy. I have received the scrutineer's report showing that there are in attendance at this meeting, in person or by proxy, 22 shareholders holding 12,967,283 shares. Accordingly, the total representation at this meeting by shareholders present in person and by proxy is 21.64% of common shares of the corporation. Therefore, I declare that there is a quorum present at this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. The next item of business is the presentation to the shareholders of the audited financial statements of the corporation for the period ended December 31, 2020, and the auditor's report on these financial statements. Copies of these materials are available to shareholders upon request. Unless any shareholder wishes to have the auditor's report read, I do not propose to have it read at this meeting.

I move that the reading of the report of the auditor and the financial statements be dispensed with.

I second the motion.

All those in favor, signifying the usual manner by raising their right hand. [Voting]

Opposed? [Voting]

The motion is carried. Election of directors. We will now proceed with the election of directors. 5 directors have been nominated at this time to hold office until the next annual meeting or until their successors are elected or appointed.

I nominate Omri Brill, Roy Nevo, Ronnie Jaegermann, Jason Saltzman and Sokhie Puar for election as directors of the corporation to hold office for the ensuing year, unless such office is earlier vacated in accordance with the bylaws of the corporation.

I second the motion.

Are there any further nominations? I now declare the nominations closed. I would ask that all those that are in favor of this motion signify in the usual manner by raising your right hand. [Voting]

Contrary, if any? [Voting]

Carried. I now declare those nominated to be duly elected directors of the corporation to hold office until the next annual election of directors, unless their office is vacated or a successor is appointed in accordance with the bylaws of the corporation. Proceeding to item 7, appointment of auditor. The next item of business is the appointment of the auditor of the corporation.

I move that Ziv Haft, Certified Public Accountants Israel, BDO member firm, be appointed as auditor of the corporation until the next annual meeting or until a successor is appointed at such remuneration as may be fixed by the Board of Directors.

I second the motion.

All in favor, signifying the usual manner by raising your right hand. [Voting]

Contrary, if any? [Voting]

Carried. Approval of amended and restated stock option plan. The next item of business is to approve and adopt the ordinary resolution as more particularly set forth in the management information circular dated June 17, 2021, in relation to the approval of an amended and restated stock option plan of the corporation. To the knowledge of the corporation, a total of 40,914,718 common shares are held by shareholders who are considered insiders and to whom stock options may be granted and will be excluded from voting on this resolution.

I move that the ordinary resolution as more particularly set forth in the information circular relating to an amended and restated stock option plan of the corporation be approved.

I second the motion.

I would ask that all of those that are in favor of this motion signify in the usual manner by raising your right hand. [Voting]

Contrary, if any? [Voting]

Carried. Approval of amended and restated restricted share unit plan. The next item of business is to approve and adopt the ordinary resolution as more particularly set forth in the management information circular dated June 17, 2021, in relation to the approval of an amended and restated restricted share unit plan of the corporation. To the knowledge of the corporation, a total of 40,914,718 common shares are held by shareholders were considered insiders and to whom restricted share units may be granted and will be excluded from voting on this resolution.

I move that the ordinary resolution as more particularly set forth in the information circular relating to an amended and restated restricted share unit plan of the corporation be approved.

I second the motion.

I would ask that all those that are in favor of this motion signify in the usual manner by raising your right hand. [Voting]

Contrary, if any? [Voting]

Carried. Termination of the meeting. If there is no further business to be brought before the meeting, I would ask for a motion to terminate the meeting.

I move that the meeting be terminated.

I second the motion.

All those in favor of the resolution, signifying the usual manner by raising their right hand. [Voting]

Contrary, if any? [Voting]

Carried. I declare the meeting terminated. That ends the formal portion and entirety of the meeting. Thank you very much, everyone.