ARCpoint Inc. (ARC.V) Earnings Call Transcript & Summary

Welcome to the Annual and Special Meeting of Shareholders of ARCpoint Inc. I am Adam Ho, Interim Chief Financial Officer, Vice President and a Board member of ARCpoint Inc. And in accordance with the corporation's bylaws, I will act as Chairman of this Annual and Special Meeting. I now call the meeting to order. I appoint Jason Tong, Controller of the corporation, to act as Secretary of the meeting. Jessica de la Torre of Odyssey Trust Company, registrar and transfer agent for the shares of the corporation is present, and I appoint her as scrutineer for this meeting. This year's meeting will be held in a hybrid format to allow shareholders to attend and participate at the meeting in person or through live audio webcast. We hope that by hosting this meeting in a hybrid format, the majority of our shareholders will be able to attend and participate. As this meeting is also held virtually via live webcast, we think it is necessary to do a roll call of all parties present and then set out a few rules for the orderly conduct of the meeting. I now ask that the Secretary of the meeting conduct the roll call.

In order to do the roll call, I will name each party present as listed on the list of participants to the Zoom call. When I identify you by name or phone number listed on the Zoom account, please clearly state your full name, the entity you present and any -- or if any, and confirm that you are a registered shareholder or duly appointed proxy holder. Venkatesh can you still -- can you state your full name? Venkatesh. Venkatesh, can you state your full name so we can verify that you're a shareholder. Shankar Gorak, can you confirm your full name so we can verify you as a shareholder. Ramling Kendre can you confirm your full name so we can confirm that you are a shareholder. [ Param Shasha ], can you also provide your full name so we can confirm that you're a shareholder. Peter Nelson, can you provide your full name so you can confirm that you're a shareholder. [ David Yehuda ], can you provide your full name so we can confirm that you're a shareholder. [ Shad S ] if you can provide your full name so we can confirm that you're a shareholder. [Technical Difficulty]

Sorry, it's Jessica from Odyssey.

Hi, Jessica.

Okay. I can hear now. Sorry.

Okay. John, can you go off mute and Jason as well, please?

I am off mute.

Yes. Okay. Great. The notice calling this meeting together with a copy of the information, circular form of proxy and financial statements have been duly filed and mailed to shareholders of record. I have declarations as to such mailing, which are available for inspection by any shareholder. Item #3, quorum. The quorum for the transaction of business at this meeting is 2 persons entitled to vote for not less than 5% of the outstanding shares of the corporation, which may be voted at the meeting, whether present in person or represented by a proxy or by a duly authorized representative of a shareholder. Pursuant to the corporation's bylaws, the corporation is permitted to hold the meeting through electronic means, in which case a shareholder who participates through electronic means will be deemed to have been present at the meeting. Based on the preliminary report of the scrutineer and the number of shareholders attending this meeting in person and virtually, we have determined that a quorum is present. I will ask the secretary to append such report as a schedule to the minutes of the meeting. The notice of the meeting having been given as required by the corporation's bylaws and by the CBCA and a quorum being present, I declare this meeting to be duly constituted for the transaction of business. Item #4, audited financial statements. The first item of business is to receive the audited financial statements of the corporation for the year ended December 31, 2024, with the auditor's report and management's report they're mailed to the shareholders. The auditor's report, management report and audited financial statements of the corporation for the year ended December 31, 2024, were approved by the Board of Directors on April 28, 2025. It is not intended or required that there be a shareholders vote on the financial statements. Copies of such financial statements are made available to you under the corporation's filing on sedarplus.ca. Accordingly, I will dispense with the reading of the auditor's report. Item #5, election of directors. We will now proceed with the election of directors. Five directors will be elected at this time to hold office until the next annual meeting or until their successors are elected or appointed. In the management information circular, 5 management nominees for election as directors are identified. They are John Constantine, Adam Ho, Felix Mirando, David Keys and Zelong Roger He. Each of these persons has agreed to serve as a director if elected. I now call for a motion to nominate these persons for election as directors.

I nominate as directors, John Constantine, Adam Ho, Felix Mirando, David Keys and Zelong Roger He to serve until the next annual meeting of the corporation or until their successors are duly elected or appointed.

May I have the nomination seconded?

I second the nominations.

I now call for a motion that persons just nominated be elected as directors to serve until the next annual meeting of the corporation or until their successors are duly elected or appointed.

I so move.

May I have the motion seconded?

I second the motion.

Is there any discussion on this motion? Seeing no discussion, we will now vote on this motion. All those in favor, please signify in the usual manner by carrying -- raising the right hand. All those opposed, please raise your right hand (sic) [ left hand ]. I now declare that John Constantine, Felix Mirando, Adam Ho, David Keys and Zelong Roger He are duly elected as directors of the corporation. Unless there are any questions, I will move to the next item of business. Number 6, appointment of auditors. The next item of business is the appointment of the corporation's auditors for the ensuing year. Management of the corporation has nominated Davidson & Company LLP to serve as auditors of the corporation. I now call for a motion that Davidson & Company LLP be and they are hereby appointed as the auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board of Directors of the corporation.

I so move.

May I have a second -- have the motion seconded?

I second the motion.

Is there any discussion on this motion? Seeing no discussion, we'll now vote on the motion. All those in favor, please signify by raising the right hand. All those wishing to withhold their vote, please raise your -- please raise your left hand. I now declare that Davidson & Company LLP is duly appointed as auditor of the corporation for the ensuing year at a remuneration to be fixed by the directors. Unless there are any questions, I will move to the next item of business. Item #7, continuance under the Business Corporation Act, British Columbia. The next item of business is to consider and if deemed advisable to pass with or without variation, a special resolution of the corporation approving the continuance of the corporation out of the federal jurisdiction of Canada under the Canada Business Corporation Act into the jurisdiction of British Columbia under the Business Corporations Act, British Columbia under the new name ARCpoint Holdings, Inc. and to further authorize the Board of Directors of the corporation to determine when and if to effect any such continuance and name change as more particularly described in the information circular. The resolution must be passed by not less than 2/3 of the vote cast by shareholders. Unless anyone would like me to read out the text of the resolution approving the continuance to British Columbia and the name change, I now call for a motion to pass the resolution to approve the continuance resolution as set out in the management information circular.

I so move.

May I have the motion seconded?

I second the motion.

Is there any discussion on this motion? We will now vote on the motion. All those in favor, please signify by raising the right hand. All those wishing to withhold their vote, please raise your right hand (sic) [ left hand ] . Carried. I now declare that the continuous name change is approved. Unless there are any questions, I will move to conclude the formal business of this meeting. Item #8, annual approval of the Omnibus Plan. The TSX Venture Exchange policy requires the corporation to obtain shareholder approval each year for its Omnibus equity incentive compensation plan. The next item of business is to obtain that approval. The principal purpose of the resolution is described on Page 22 of the management information circular, and the full text of the resolution is set out in Schedule D to the management information circular prepared for this meeting. The resolution must be passed by a majority of the votes cast by shareholders. Unless anyone would like me to read out the text of the resolution approving the Omnibus Equity Incentive Plan, I now call for a motion to pass the resolution to approve the Omnibus Equity Incentive Compensation plan as set out in the management information circular.

I so move.

May I have the motion seconded?

I second the motion.

Is there any discussion on this matter? We will now vote on the motion. All those in favor, please signify by raising your right hand. All those wishing to withhold their vote, please raise your right hand. Carried. I now declare that the Omnibus Equity incentive compensation plan is approved. Unless there are any questions, I will move to the next item of business. Other business, #9. We have now concluded the formal business for the meeting. Is there any other matter a shareholder wishes to raise? If so, please enter in the chat. If there's no further business to be brought for this meeting, I would ask for a motion to terminate the meeting.

I move that the meeting be terminated.

May I have it seconded?

I second.

As there are no other business coming before this meeting, I declare the meeting to be concluded. Many thanks for your attention and your time. We appreciate your support. Best wishes to everyone. Thank you very much.

Thank you.