DeFi Technologies Inc. (DEFI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of DeFI technologies, Inc. My name is Paul Bozoki. I am the Chief Financial Officer of DeFI Technologies, Inc. In accordance with the bylaws of the company, I will act as Chairman of the meeting. This is the Annual General and Special Meeting of Shareholders of DeFI Technologies, Inc. called pursuant to the notice of meeting. It is being held virtually on Monday, the 29th day of June 2026, at 10:00 a.m. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. The persons entitled to vote at this meeting are the holders of common shares as of the record date or in each case, their validity validly appointed proxy nominees. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. A, for the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Lumi system. Only registered shareholders and validly appointed proxy nominees are able to vote by electronic ballot. Any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy and do not wish to change their vote do not vote on polls taken during the meeting. We will conduct each vote by way of vote cast on the Lumi platform and those submitted by proxy. I understand that the scrutineer has tabulated all votes received prior to the voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to voting cutoff. I direct that the scrutineers' report on all matters be annexed to the minutes of this meeting as a schedule. B, those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. C, when you are asked to vote on the Lumi platform, a voting option page for the applicable resolution will appear on the virtual interface. You only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. D, we will provide you with preliminary voting results for all resolutions at the end of the meeting. For specific vote tabulations, a final report of voting will be posted on the company's SEDAR+ profile at www.sedarplus.ca after the meeting. E, questions or objections in respect of a proposal before the meeting can be submitted by any validly registered shareholder or any validly appointed proxy nominee using the Lumi messaging interface. You may submit your questions regarding a proposal at any time during the meeting. Please note that there may be a delay before the moderator will be able to see a submitted question. F, please limit your questions to topics relating today's proposals and keep your questions short and to the point. Although questions relevant to proposals can be submitted throughout the meeting, the questions may be addressed at various times during the meeting or after the formal portion of the meeting is completed. G, for each question we answer, we will read the question and provide an oral response. Any questions which we believe were already answered or that are redundant, repetitive or do not pertain to the meeting will not be answered during the meeting. For the sake of expediency, the company has arranged for certain executives of the company to move and second motions today, respectively. Following completion of our formal agenda, we will provide an update on the business of the company. The meeting will now come to order. I will ask Curtis Schlaufman to act as Secretary of the meeting and Patty Sigiannis of Odyssey Trust to act as scrutineer. I now instruct the Secretary to table the meeting the following documents: notice of meeting, form of proxy, management information circular, the audited financial statements of the company for the fiscal year ended December 31, 2025, statutory declaration regarding delivery of the above materials to the requisite shareholders of the company. I also confirm that the above materials were sent to each director and the company's auditors. The bylaws of the company provide that at least 2 persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxy holder for an absent shareholder entitled to vote at the meeting constitute a quorum for this shareholders' meeting. At this time, I would like to ask the scrutineer to please report on the number of shareholders present in person and the total number of shares they represent, together with the number of shares represented by proxy.

There are total of shares represented of 123,237,762 shares, 96 total shareholders, representing 31.77% of the issued and outstanding.

Thank you. There is a quorum present and proof of notice of this meeting has been given in accordance with the company bylaws and applicable corporate laws. I now declare that the meeting is regularly called and properly constituted for the transaction of business and instruct the Secretary to annex the declaration of meeting and attached exhibit as Schedule A to the minutes of this meeting. The first item of business is the presentation of the audited financial statements of the company for the fiscal year ended December 31, 2025. Copies of the financial statements have been mailed to each shareholder who has requested a copy, along with the notice of meeting and the information circular. Given that each shareholder has had the opportunity to review the financial statements, I will propose to dispense with reading the report to this meeting. The next item of business is to set the number of directors of the company to be elected at this meeting to hold office until the close of the next annual meeting. In order for this resolution to be effective, it must be passed by at least 2/3 of the votes cast by shareholders at this meeting.

I move the resolution as follows: the company hereby sets the number of directors of the company at 6 and the Board of Directors of the company is hereby authorized to determine the number of directors of the company by resolution of the directors.

I second the motion.

Shareholders you have heard the motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote. We will see the voting page open on your screen. If you have filed your proxy and do not wish to revoke your vote, there is no need to cast the ballot as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically may proceed to record your vote on the motion before the meeting by indicating for or against on the motion. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. The next item of business is the election of directors for the ensuing year. Six directors are to be elected who will hold office until the next Annual General Meeting or until their successors are elected or appointed. I declare the meeting open for nominations.

I nominate the following persons as directors of the company for the ensuing year: Johan Wattenstrom, Mikael Tandetnik, Chase Ergen, Per Von Rosen, Silvia Andriotto and Jonathan Dimitry.

Philippe?

There is one. Maybe I don't have the latest one. You won't be there and you [indiscernible] maybe I don't have the latest.

I think you just exactly second the nominations.

Second the motion.

The nominees named are nominees of management as disclosed in the information circular. Would somebody please move that the nominations be closed? Curtis?

I move that nominations be closed.

Philippe you second?

I hereby second the nominations...

I hereby declare that the nominations closed. Would somebody please move a resolution for the election of the persons nominated as directors? Curtis?

I move. I move that Johan Wattenstrom, Mikael Tandetnik, Chase Ergen, Per Von Rosen, Silvia Andriotto and Jonathan Dimitry they are hereby elected as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed.

I second the motion.

Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. The next item of business is the resolution appointing the auditors of the company and authorizing the directors to fix their remuneration. In order for this resolution to be effective, it must be passed by at least 50% of the votes cast by shareholders at this meeting.

I move that HDCPA Professional Company, chartered accountants, be appointed as the auditors of the company for the ensuing year to serve at such remuneration as may be fixed by the Board of Directors.

Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. The next item of business is to consider and if thought fit, a special resolution to authorize directors of the company to effect in their sole and complete discretion if they deem it appropriate and without further approval from the shareholders of the company, a share consolidation, whereby the company's issued and outstanding capital would be altered by consolidating all of its common shares on the basis for up to 12 of such common shares being consolidated into one common share. With such consolidation to occur at the time as determined by the Board of Directors before the next Annual General Meeting of Shareholders as described in the management information circular. More information regarding this matter can be found in the management information circular. In order for this resolution to be effective, it must be passed by at least 2/3 of the votes cast at this meeting. I would request a motion approving the company's share consolidation.

I hereby move a resolution as follows: be it resolved as a special resolution that pursuant to Section 168(1) of the Business Corporations Act of Ontario, the OBCA, the articles of DeFI Technologies be amended to change the number of issued the number of issued and outstanding common shares of the corporation on the basis of a consolidation ratio to be selected by the Board of Directors of the corporation in its sole discretion, provided that the ratio may not exceed every 12 common shares being consolidated into 1 common share. Any fractional shares of the corporation arising from the share consolidation will be rounded down to the nearest full share of the corporation. The amendment of the articles to give effect to the share consolidation shall become effective at the date in the future to be determined by the directors, but in any event than 1 year after the date in which the resolution is approved, notwithstanding that this resolution has been passed by the shareholders of the corporation. The directors of the corporation are hereby authorized and empowered in their sole discretion to revoke this resolution without further notice to or approval of the holders of the corporation's common shares at any time if such revocation is considered necessary or desirable by the directors and the CFO or any 2 directors of the corporation are hereby authorized and directed for and on behalf of the corporation to execute or cause to be executed, whether under corporate seal of the corporation or otherwise and to deliver or file or cause to be delivered or filed as the case may be, all applications, declarations, documents and instruments and to do all such acts and things as he or she may determ necessary or advisable to give effect to this resolution.

I hereby second the motion. Shareholders, you have heard the motion. An electronic vote will now be taken of this motion by ballot. If not already completed, please submit your vote on this matter. The voting will remain open for the duration of the meeting. The next item of business is to consider and if thought fit, pass an ordinary resolution confirming the amendment of the company's bylaw #1, removing the residency requirement for directors of the company as described in the management information circular. More information regarding this matter can be found in the management information circular. In order for this resolution to be effective, it must be passed by at least 50% of the votes cast by shareholders at this meeting. I would request the motion approving the bylaw amendment resolution.

I hereby move a resolution as follows: be it resolved as an ordinary resolution that the amendment of the bylaw #1 of DeFI Technologies, Inc. deleting Section 3.02 thereof and replacing it with the following: 3.02 qualification, no person shall be qualified for election as a director if he or she is less than 18 years of age. If he is an unsound mind and has been so found by a court in Canada or elsewhere, if he is not an individual or if she is -- or he has the status of a bankrupt, a director not a director need not be a shareholder if the corporation is or becomes an offering corporation within the meaning of the act, at least 1/3 of the directors of the corporation shall not be officers or employees of the corporation or any of its affiliates. In exercising his powers and discharging his duties, each director must act honestly and in good faith with a view of the best interest of the corporation, exercise care -- exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. B, and is hereby confirmed the CEO of any 2 directors of the corporation -- the CEO, CFO or any 2 directors of the corporation are hereby authorized and directed for and on behalf of the corporation to execute or cause to be executed, whether under corporate seal of the corporation or otherwise and to deliver or file or cause to be delivered or filed or the case may be all applications, declarations, documents and instruments and to do all such other acts and things he or she may determine necessary or advisable to give effect to this resolution.

I second the motion.

Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. Next item of business is to consider and if thought fit, pass an ordinary resolution confirming the adoption of the company's bylaw #2, providing for advanced notice requirements for the nomination of directors of the company as described in the management information circular. More information regarding this matter can be found in the management information circular. In order for this resolution to be effective, it must be passed by at least 50% of the votes cast by shareholders at this meeting. I would request the motion approving the advanced notice bylaw resolution.

I hereby move the resolution as follows: be it resolved as an ordinary resolution that bylaw #2 of DeFI Technologies, Inc. providing for advanced notice requirements for the nomination of directors of the corporation in the form adopted by the Board on May 14, 2026, be and is hereby confirmed without amendment as a bylaw of the corporation and the CEO, CFO or any 2 directors of the corporation are hereby authorized and directed for and on behalf of the corporation to execute or cause to be executed. Whether under corporate seal of the corporation or otherwise and to deliver or file or cause to be delivered or filed as the case may be, all applications, declarations, documents and instruments and to do all such other acts and things as he or she may determine necessary or advisable to give effect to this resolution.

Okay. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. I will now instruct Odyssey to close the polls for all voting matters of the meeting. The polls are now closed. I have been advised by the scrutineer that all resolutions have been approved by more than the requisite required vote, and I will declare all motions carried. Unless there is any further business to come before the meeting, I would entertain a motion to conclude the formal portion of the meeting.

I hereby move that this meeting be concluded.

I hereby second the motion.

I hereby declare the formal portion of the meeting concluded. I've asked the scrutineer, do we have any -- okay, no registered shareholders. So there's any questions?

No questions.

Okay. In that case, I'll update the shareholders. We will not hold any formal business update today. We are working on several initiatives in the near term, and we will update the market, ASAP on anything relevant as available. Thank you, everybody, for participating.