FirstWave Cloud Technology Limited ($FCT)

[Audio Gap] My name is Roger Buckeridge, and I'll be your Chair for today's meeting. It is now 1 past noon, and there being a quorum present, I declare the meeting open for business. I confirm that the meeting has been properly constituted. In opening this EGM, I would like to introduce the Board and the management team of FirstWave Cloud Technology who are in attendance in person. It's myself, Roger Buckeridge, David Garnier, Non-Executive Director; and Danny Maher, our Managing Director and CEO, who is calling from our office in Mexico City. And joining us today, we have Emily Austin, Company Secretary; and 2 of her colleagues. So we'll move on to the agenda for today's meeting, the formal matters to be considered at today's EGM and then at the close of formal business, there will be an opportunity for questions and discussion. We now move to the formal business as set out in the Notice of Meeting. The notice of Extraordinary General Meeting was distributed to all registered members on or about 12th March 2026 and is to be taken as read. Voting on all resolutions will be conducted by poll. For the purposes of the poll, I appoint Matthew Hunter of Automic Proprietary Limited, the company's share registry, who have examined and prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. The persons entitled to vote on this are all shareholders, representatives and attorneys of shareholders and proxy holders, who hold the yellow voting cards. If you are attending in more than one of those capacities, you will have been issued with as many voting cards as you have separate capacities. If anyone believes they are entitled to vote on this poll in any capacity and does not have a yellow voting card and respect thereof, please raise your hand now and a member of our share registry team will assist you. If you are a shareholder and wish to cast all of your votes for a resolution, please place a mark in either the for, against or abstain box next to that resolution. If you wish to split your votes, please write the number or the portion of votes you wish to cast in the corresponding for, against or abstain boxes. Please note that the sum of the split votes must not exceed your total holding. Would anybody like me to repeat that advice? Okay. Thank you. If you're a proxyholder, a summary of the votes to which you are entitled has been attached to the voting card. If the summary of votes includes discretionary votes, these are yours to cast at your discretion. If you wish to cast the discretionary votes, please place a mark in the corresponding for, against or abstain boxes. If your summary of votes does not have any discretionary votes, you do not need to mark your voting card, and will simply need to hand it to the returning officer when prompted. After all resolutions have been read and voted on, please place your voting card in one of the ballot boxes that will be circulating the room. Are there any questions in relation to the voting process? Thank you. If there are no further -- sorry, excuse me, proxies have been inspected and all those validly lodged have been accepted. Proxies have been received, representing 386,924,219 shares or 18.19% of the issued capital of the company. All undirected proxies or open votes that have nominated the Chair of the meeting as their proxy will be cast in favor of each resolution in the notice of Extraordinary General Meeting. I now declare the poll open. We will now proceed to the resolutions set out in the Notice of Extraordinary General Meeting. Resolution 1, ratification of shares issued to Fenja Capital Partners under Listing Rule 7.1. The purpose of the Resolution 1 is to consider and if thought fit to pass with or without amendment Resolution 1, ratification of shares issued to Fenja Capital partners under Listing Rule 7.1 as an ordinary resolution. If you wish to discuss this resolution, please raise your hand.

That 120 million shares. We're priced by the issue term and versus Fenja Capital related to.

Fenja Capital were a former lender to the company. And their loan matured. This term was up last year. I think officially in September, eventually, we satisfied in December. And the money that was raised in by finding a new lender partners for growth, plus some new share capital raised through replacement of shares was used to pay Fenja, but there were some extra interest that they claimed and the company have not provided for that. So we have recoursed to issue 120 million shares to them in consideration to finalize the retirement of the debt. So that wasn't something that...

That was $0.07. Yes.

Is there anything you want to add to that, Danny?

No, just they issued at $0.07.

$0.07. So that was something that the Board had not planned for and was certainly not something we wanted to do, but it enabled us to retire that. And there was penalty interest accruing at a substantial month-to-month amount of months. So it had to be got rid of. So it's -- what it means and the factor is there's 120 million shares, which were basically in the hands of somebody who want to sell and turn them into cash and this is an overhang.

So that's the financial portion of the company will have Fenja after.

Well, I understand that Danny, you may be more up-to-date than I am on this that a proportional substantial portion of those 120 million shares have already been placed.

Yes. They are a lender in the end, not investor. But they're professionals. So they've -- they're selling them slowly. They've got deep pockets, so they can be reasonably patient. But really, it's up to them. They're a shareholder. They can sell or they can accumulate more if they want, but I would say that's unlikely because they're a lender. But when you sign with these debt providers, they all get warrants, which is the next resolutions have to do with the new provider, PFG. And the terms in which we signed with PFG were significantly more favorable than those with Fenja. And the issuing of these shares to finalize the Fenja agreement in conjunction with the payment was relatively trivial when you consider the PFG warrant coverage was about 1/3 of what Fenja would have been insisting on if we extended with them. So we definitely -- if shareholders definitely ended up with far less dilution through this process, and that was at the forefront of our minds. So we ended up with some [indiscernible] shares for Fenja but overall it's far less dilution than it would have been extending the Fenja facility.

The bottom line though is...

Three years. Yes.

Thanks, Danny. I mean the Board Danny and Dave Garnier and myself by our viewers that the Fenja is not a long-term holder, doesn't want to be a shareholder and therefore, it's an overhang. And basically -- and we've seen gradually existing shareholders in the company by that at a low price. It's not a price we would want to do replacement at. So it's gradual here. But it does -- just with us. I mean whatever we announce is performance of the company has really -- it will be certainly more advantageous for the performance of the market once the shares are dealt with. And they're slowly disappearing.

But the company and Board.

It depends what you think the price per share.

About 7 million, 120/7.

There is 2.1 billion shares. 2.1 billion shares. So a cent a share, you would say it was worth $21 million. That's what the stock market would be telling. And we have no control what the stock market tells us. It thinks the company is worth. And in the scheme of things, there's a balance between buyers and sellers. So all that we can do, and we're happy to take questions after this formal business is still with about the current outlook of the company. Obviously, anything we say at a meeting like this, there will be a record, which will be disclosed to the stock market, but we know we're quite happy that the 3 individuals who are shareholders of the company have come physically and taken the time to come here, so we'll be happy to have a chat. But it will be on the record.

So the company has bought $0.07 each share, it's about ...

About $140 million, $150 million at $0.07 a share. It's a long time since we...

If you're referring to these, so these issued a $0.07 of a share, but they're already issued. This resolution is just a ratification of the issue. They're already issued on the market. They are getting sold. That's a ratification, which basically has the impact of...

They don't want to be shareholders because they're professional lending. They're a lender. They are not an equity.

Board will back up for the lending money.

Well, it's because they charged us extra interest because we didn't settle by last September, a couple of months later and that's what caused this amount. And they accepted that we didn't want to use cash it back. That's more important to put it to work in the company. And this is a way in which we could satisfy them. So they were settled and stopped accruing penalty interest at $70,000 a month or whatever it was.

So they can easily manipulate the stock market by pressing their cost of shares?

Well, there are shareholders and good standing alongside everybody in this room and then their free agents to hold or sell or buy more.

They can do what they want is anything that we -- these are all questions for them, we would only be speculating what -- they're a shareholder. They have their shares. They are selling some on market slowly. Most of the ones have been selling have been 0.4%. But that's what it is like -- they're just -- they're a shareholder like anyone else, so they can do what they want. They can sell it up market, off market, they can buy more, but we see.

Yes, I think we should resume the formal part of the meeting, and we can have further discussion with our shareholders present on any issue they want to talk to us about once we get through this warmer part. So if there's no further questions, then I think the proxies are on the screen for those who are here. So for Resolution 1, there was 93.15% of proxies offered were in favor. And so I believe that I don't -- are we actually putting this resolution now. It's passed on the basis of the proxies.

Well, it depends what the votes in the room are as well. So...

Yes, indeed. So unless those present have any comment to make. And -- so just -- yes, I think -- Tom, you can advise me, but I think we can declare this Resolution 1 has passed.

So the people who are in the meeting in present, they will hand out their voting cards later to the share registry people. And then based on those, we'll just calculate the results and announce them.

Thanks for the clarification. Okay. We'll move on then to Resolution 2. The purpose of Resolution 2 is to consider and if thought fit to pass, with or without amendment, at the approval of issue of a warrant to partners for growth as an ordinary resolution. If you wish to discuss this resolution, please raise your hand of those present. And this partners for growth acquired these warrants as part of their supplies to the company of $2.5 million worth of a 3-year loan and interest-bearing loan and this was the warrant incentive to them, if you like. So if the company does well, these are going to be good worth money to them. Did we have an exercise price on those warrants?

Yes, we do. It's in the EGM.

It's just not in the...

$0.018.

It's $0.018. Thanks, Danny. It was more than 1.8 is acceptable at this point.

I got that wrong because there is 2 calculations, Emily, it's in the notice. I want to make sure I get that right. Emily, have you got there?

Yes, I'm just bringing it out.

Okay. Because there was actually 2 calculations. So there was a calculation on the number that we would issue and then there was a calculation of exercise price. I actually think the price ended up being the VWAP at the time that we did the debt. So there's a lower number of warrants.

Yes. I think it's $0.08 per share.

Yes, point is that right? Exercise price?

The exercise price is $0.018.

$0.018?

That's right.

Yes. So net price is $0.018. Now they took only 1/3 of the number of warrants, which Fenja would have wanted to extend the Fenja loan, and the Fenja loan is only 18 months as well. So in many times from -- in many ways from a shareholder perspective, this is 1/6 of the dilution that would have occurred if we extend it with Fenja. So it's 6x better from a dilutionary -- potential dilutionary perspective if they convert these warrants. So it's definitely -- we're very grateful to partners for growth for working with us and helping us to replace that Fenja facility with this one on better terms. And not that there's anything wrong with Fenja. Fenja guys were absolutely professional when we were dealing with them. But these were better terms.

Yes. If I could say add to that. I've known the partners for growth business for a decade on the professionally with other investments and they're highly professional, and we have the advantage that the President of the company actually lives in Sydney. He's an American -- American Australian, and they always end up in the right place. So basically -- and he's trying to build a significant business for them in the Asia Pacific region and his name is Jason Joe Jarvis, and I'm happy to report that he developed a very, I think, professional but also a warm relationship with Danny and with Tony, commercial General Manager, Commercial, who did a great job. They are very, very exacting credit analysts. These guys are bankers in background, lenders, and they really put us through the hoops and I think we're all the better for as an organization.

You will issue some printed statement [indiscernible].

Yes. Yes, I think that will be in the minutes of this meeting, which will come out.

Yes. So a lot of details in the Notice of Meeting.

Maybe now, but that can be referred to in terms of the minutes of this meeting, I think, just for the ease of investors. So okay. So we're now moving to Resolution 3. I think we had...

We had a proxy.

We had the proxy this slide on this month. So the purpose of Resolution 3 is to approve a put right for a grant as an ordinary resolution. And perhaps what are we seeing on the screen. So this is another aspect of the Partners for Growth transaction. It allows the company to repurchase their warrant if we were to pay the $350,000 cash. So that's -- and Danny, could you imagine a circumstance where as likely the company would want to exercise that?

No, but they've got that -- they have the right to. So they can rather than converting their warrants, they can insist that we pay them on $350,000. So is -- and a portion of it. But they can convert half their warrants and then request that we pay them $$175,000. So yes, it's a right they've got to cash in their warrants for $350,000.

Okay. Is that clear?

Over the course of a 3-year line like if you work that out, like it's just not the end of the world because it's a $2.5 million loan over 3 years. So taking $115,000 roughly a year if they cash it in. And so it's just it's another 4% or 5% if they took that approach. That's not...

So are there any questions on this resolution from those present? Thank you. So the proxies received as shown on the screen, 93.13% for, of those with 360 million rounded for this resolution and 266,000 against.

Is there any miracle under the which is not disclosed because [indiscernible] around Chairman, Managing Director, what his attitude is towards the money. He needs the money to run the business.

Indeed. Yes. We had to replace the Fenja loan, and we got an equivalent amount for another 3 years from a new provider.

So you're replacing one loan with another one?

Yes. And that's significant for the company.

100%. Replacing one loan with another and the new loan is on better terms and goes for a longer period. So..

Does the company paying asset fees for being listed or is it due to be delisted?

No other companies formed no attention to delist. Interesting question. I won't -- is that a rumor?

[indiscernible]

So the company's -- Danny, of course has been involved with this company now for about 4 years since he rendered his business into FirstWave, and became CEO. I've been on the Board since last July. And so the company, of course, raised a lot of money and consumed a lot of money earlier in its life under previous Board and previous management before Danny's time. So I think that all we can do is the way we think about the company these days. And it has gone through a significant period of consolidation. There's many -- as happens particularly in technology businesses like FirstWave products have to evolve. Will they become obsolete? And basically, the revenue dries up.

If you look at the stock market to push it out in America 1 day. And next day is 40% discount price on [indiscernible].

Can we -- this is a good conversation to have. Can we just complete the business and then carry on that discussion. So with the conducting of the poll, it has now come to a point the resolutions to be voted on today have been concluded. And has everybody completed the yellow voting card. There are 3 people present basically. Just use that one.

Use that one?

Yes. That was the 1 that was marking my attention, but I don't -- no, I have to the market. Sorry, I can't give you that. So all right. So we are here if you need. No, no. Defined do the -- that's still listening. Yes. Yes. I'm pretty bullish. Have all the persons that intend to vote now submitted their cards. So I have go over on the West. I've got another one here. All right. So have all persons that intend to vote and submitted their cards. Thank you. I declare the poll closed. Thank you, ladies and gentlemen. The results of the meeting will be announced to the ASX and the company's website also once available. Other business. Is there any other business that can lawfully be brought forward? Company Secretary, do you have any other -- aware of any other business?

No, I'm not.

Okay. There have been no further questions, I'd like to thank all shareholders for their attendance today and we'll now end the formal part of the meeting. I declare the meeting closed. As advised earlier, the results of the poll will be announced to the ASX website once they are available. Are there any general questions?

No.

It's finished here. So I'll just finish off the formality here. So that is the end of our questions. Thank you for your continued support of Forward Cloud Technology Limited and for your attendance today.

Well, thanks, everyone, for attending. It's a procedural meeting. We'll have a shareholder update at the end of the month, hopefully, with some good news for you before then. So here in Mexico for good reasons. And I've got another week before I leave. But hopefully, we'll be getting some nice news soon, and we'll have -- of course, the centers we have the news, but we'll let you all know.

He's not allowed back in the country unless he's got good news.

Yes. Probably I'm not sure I'd be brave enough to come back.

Danny, do you want to just stay on just for a little bit of informal conversation.

Yes. I am okay.

I think we just have to [indiscernible] for Roger, in the procedural meeting, and we shouldn't be talking about things which are made available to everybody.

And we've concluded the formal meeting.

Please close the meeting. Thanks, everyone.