Freightos Limited (CRGO) Earnings Call Transcript & Summary

Ladies and gentlemen, I am Zvi Schreiber, Chief Executive Officer and Director of Freightos Limited, and Chairman of this meeting. I hereby call this 2025 Annual General Meeting of Freightos Limited to order. Michael Oberlander, General Counsel of the company, is also present at this meeting, and I've asked him to be the 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 would like Mr. Oberlander to report on the formal steps taken in connection with it.

Thank you, Zvi. 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 that states that the former proxy, the combined notice proxy statement and the business reply envelope were first mailed on November 17, 2025, to shareholders, members of record of the company at the close of business on November 7, 2025, which is the record date of the Annual General Meeting. A certified list of the holders of the ordinary shares of the company as of that 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 shareholder's 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 51,314,432 ordinary shares issued and outstanding on the record date. Each outstanding ordinary share is entitled to 1 vote on the matters presented at this Annual General Meeting.

Thank you, Michael. I would like you to file the affidavits as to the mailing of the 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, whom 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.

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 a count 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 30,765,662 ordinary shares, which are a majority of the issued and outstanding shares, thereby constituting a quorum. I'm in the process of completing a count 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.

Fantastic. Since the holders of record of a 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 Rotem Hershko, Udo Lange and Michael Schaecher to the company's Board of Directors, each to serve as a Class II director of the company until the third succeeding Annual General Meeting of the company, and until the due election of his successor. I refer to this proposal as the director election proposal.

Thanks, Zvi. As a shareholder of the company, I move to approve the director election proposal.

And it's my honor to 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, 2025, and the additional period until the next Annual 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.

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

And Michael, it's my honor to second also this motion. In addition to the foregoing formal proposals, I will be available to present the annual report of the business of the company for the year ended December 31, 2024, and the company's consolidated statements of financial position as of, and related to, consolidated statements of profit or loss and other comprehensive loss and cash flow for the year ended December 31, 2024, to any shareholders who are present in person and who are present virtually and request such a presentation. Are there any other matters to be brought before this meeting? As I do not hear any other matters, I now call for votes on the director election proposal and the auditor reappointment 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 regards to the proposals.

As the inspector of election, I hereby report that there are 51,314,432 ordinary shares entitled to vote at this Annual General Meeting. And out of those shares, a total of 30,765,662 shares are present in person, whether physically or via virtual attendance, or by proxy, comprising approximately 60.0% of the outstanding ordinary shares of the company. I furthermore report that each of the 3 directors who is subject to reelection 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 between 99.5% and 99.9% of the votes cast, which excludes abstentions and broker nonvotes in the case of each of the 3 director nominees. And in the case of the auditor reappointment proposal, 99.2% of the votes cast, which once again excludes abstentions and broker nonvotes.

Thank you. I declare that each of the director election proposal 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 been duly approved. The exact number of shares voted in favor, against and abstained on each of those 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 in person or virtually at this meeting? For the benefit of all those who are present, I will read any such questions aloud if there are any, and then provide an answer if I can. I don't see any questions. Does anyone see any questions?

No, there are no questions.

There are no questions. Okay. There being no questions, is there a motion for adjournment?

There is. I move that the Annual General Meeting be adjourned.

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