Freightos Limited (CRGO) Earnings Call Transcript & Summary

Okay. Hi, ladies and gentlemen. I'm Zvi Schreiber, Chairman of the Board and Chief Executive Officer of Freightos Limited, and I chairman of this meeting. So I hereby call this 2024 Annual General Meeting of Freightos Limited to order. Michael Oberlander, General Counsel of the company, is here as well, present at the meeting. I've asked him to be Secretary of this Annual General Meeting and to record the minutes. Before considering the business to be taken up at this Annual General Meeting, I'd like Mr. Oberlander to report on the formal steps taken in connection with the meeting.

Thank you Schrei. As you know, the Board of Directors of the company has adopted resolutions that authorized this Annual General Meeting. I previously presented to you as the Chairman, the signed affidavit of Continental Stock Transfer & Trust Company, which states that the form of proxy, the combined notice proxy statement and the business reply envelope were first mailed on November 14, 2024, to shareholders, members of record of the company at the close of business on November 8, 2024, the record date of the Annual General Meeting. A certified list of the holders of ordinary shares of the company as of the record date that was compiled by Continental Stock Transfer & Trust Company, the transfer agent of the company is available for inspection. The list sets forth each shareholders' address and holdings as they appear on the records of the transfer agent and on the company's stock ledger. According to that list, there were 49,358,627 ordinary shares issued and outstanding on the record date. Each outstanding ordinary share is entitled to 1 vote on the matters presented to this Annual General Meeting.

Okay. Thanks, Michael. I would like you to file the affidavit as to the mailing of proxy materials with the minutes of this Annual General Meeting. I would also like to take this opportunity to introduce Jonathan M. Nathan, partner of Meitar Law Offices, the company's outside legal counsel, who I hereby appoint to act as inspector of election of this Annual General Meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.

Mr. Chairman, I previously presented to you the oath signed by myself as the Inspector of Election.

Okay. Thanks, Jonathan. The oath of the Inspector of Election will be filed with the minutes of this Annual General Meeting. Will the inspector now provide us with account of the number of shares present in person, whether physically or via virtual attendance or by proxy.

Mr. Chairman, I can report that a preliminary count indicates the presence of 30,731,881 ordinary shares, which are a majority of the issued and outstanding shares, thereby constituting a quorum. I am in the process of completing account of all shares present in person, whether physically or via virtual attendance or by proxy and will render an exact report at the end of the Annual General Meeting.

Okay. Thanks. Since the holders of record of the majority of the issued and outstanding ordinary shares of the company entitled to vote at this annual general meeting are present in person, whether physically or via virtual attendance or by proxy, I declare that a quorum is present. The first item of business today is the proposal to elect each of Tzvia Broida, Mark Drusch and Carl Vine to the company's Board of Directors, each to serve as a Class 1 Director of the company until the third succeeding Annual General Meeting of the company and until the due election of his or her successor. I refer to this proposal as the director election proposal.

Schrei,, as a shareholder of the company, I move to approve the director election proposal.

Okay. Thanks, Michael. I second the motion. The second item of business today is the proposal to ratify the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as independent public accountants to audit the accounts of the company for the year ending December 31, 2024, and the additional period until the next general meeting of the company and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services or to delegate to the Audit Committee thereof to do so. I refer to this proposal as the auditor reappointment proposal.

Schrei, as a shareholder of the company, I now move to approve the auditor reappointment proposal.

Okay. Thanks, Michael. I second the motion. In addition to foregoing forward proposals, I will be available to present the annual report of the business of the company for the year ended December 31, 2023, and the company's consolidated statement of financial position as of and related consolidated statements of profit and loss and other comprehensive loss and cash flows for the year ended December 31, 2023, to any shareholders who are present in person or who are virtually present and request such a presentation. Are there any other matters to be brought before this meeting? Okay. I don't hear anything. As there are not any other matters, I now call for votes on the director election proposal and the auditor reporting the proposal. Now I would like the Inspector of Election to complete his report showing a final count of the shares represented here today in person, whether physically or via virtual attendance and by proxy and the tally of votes cast in regard to the proposal.

As the Inspector of Election, I hereby report that there are 49,358,627 ordinary shares entitled to vote at this Annual General Meeting, and out of those shares, a total of 30,731,881 shares are present in person, whether physically or via virtual attendance or by proxy, comprising approximately 62.3% of the outstanding ordinary shares of the company. I furthermore report that each of the 3 directors who are subject to reelection -- to election pursuant to the director election proposal as well as the auditor reappointment proposal has received the requisite majority voting in favor for approval, consisting of approximately 99.9% of the votes cast, excluding abstentions and broker nonvotes in the case of each of the 3 director nominees and approximately 99.1% of the votes cast, excluding abstentions and broker nonvotes in the case of the auditor reappointment proposal.

Okay. Thank you. So I declare that each of the director election proposals with respect to all 3 directors who are subject to reelection pursuant to that proposal and the auditor reappointment proposal described in the notice and proxy statement for the meeting have all been duly approved. The exact number of shares voted in favor against and abstained on each of these proposals will be reported in a report of foreign private issuer on Form 6-K to be furnished by Freightos to the Securities and Exchange Commission within 4 trading days following this Annual General Meeting. Are there any questions from shareholders present or in person or virtual at this meeting?

There are none.

And there are none virtually either. Okay. For the benefit of all who are present, I will read any such question now, but in fact, there are none. So I will skip that. Okay. Is there a motion for adjournment?

I move at the Annual General Meeting now be adjourned.

I second that motion. There being no objections to the motion made to adjourn this Annual General Meeting . I hereby declare this meeting adjourned. Thank you, everyone.