Goodfood Market Corp. (FOOD) Earnings Call Transcript & Summary

Welcome to the 2026 Annual and General Meeting of Shareholders of Goodfood Market Corp. Please note that the meeting is being recorded. I would like to introduce Selim Bassoul, Chairman and candidate for election as Director. Mr. Bassoul, the floor is yours.

Good morning. Will the meeting please come to order? My name is Selim Bassoul, and I'm the Chairman of Goodfood Market Corp, and a candidate for election as Director. Welcome to the Annual Meeting of the Shareholders of Goodfood for fiscal 2025. This meeting is virtual, being webcast live. Since our last annual meeting, Goodfood has taken an important step forward in its leadership structure. Effective February 13, 2026, I assumed the role of Chief Executive Officer with a clear mandate to reinforce our financial and balance sheet strength, enhance operational performance and position the business for sustainable profitability. I look forward to sharing more about the initiatives underway as we progress into the year ahead. Welcome to all shareholders. We have the following matters of business to conduct today: Number one, to receive the audited consolidated financial statements of the company for the fiscal year ended September 6, 2025, and the auditor's report thereon. Number two, to elect directors. Number three, to appoint auditors and authorize the directors to fix their remuneration. Number four, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. During today's meeting, officers and directors of Goodfood in their presentation or in answering questions may make statements which are forward-looking statements for the purposes of applicable securities laws. Forward-looking statements are not assurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievement of Goodfood and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. Please refer to Goodfood's AIF for a list of assumptions and factors in making forward-looking statements. Shareholders should consult the more detailed discussion of these and other risk factors relating to Goodfood and business in Goodfood's most recent AIF and management discussion and analysis. Forward-looking statements are based on the management beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. Goodfood does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. I would like to begin the meeting by introducing the current members of the corporation's Board of Directors. Donald Olds, Lead Director and Chair of the Audit Committee; and Terry Yanofsky, Director and Chair of the GHRC Committee. I also want to draw shareholder attention to a change in director slate since the mailing of the proxy circular. Johnny Khabbaz has stepped down from the Board of Directors effective February 13, 2026, to concentrate on his responsibilities as an investor and a fund manager. As a result, Mr. Khabbaz is no longer a candidate for election as director at this meeting. Shareholders who have already submitted proxies voting in favor of Mr. Khabbaz should note that those votes will be disregarded and the Board will be elected from the remaining nominees as set out in the management information circular. The number of directors to be elected at this meeting has been reduced accordingly. We thank Mr. Khabbaz for his service and wish him well. Ross Aouameur, CFO, will serve as Secretary of the meeting and record the proceedings. The Secretary has delivered an affidavit of TSX Trust, the registrar and transfer agent for our common shares, as to the distribution of the notice of the meeting, which states that on January 26, 2026, the notice of the meeting, together with the notice of electronic availability of meeting materials and proxy form, was distributed to all shareholders of record as of the close of business on January 7, 2026, the record date of the meeting. Unless there is an objection, I will dispense with reading the notice of the meeting. This affidavit is available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Additional copies of the notice, proxy form and circular are also available at this meeting. Ross will now discuss the procedures for transacting the business of the meeting.

Thank you, Selim, and good morning. To facilitate the meeting, Selim, the Chairman and CEO of Goodfood and myself, CFO of Goodfood, in our respective capacities as management appointees, will make and second the formal motions. Selim will make the formal motions, and I will second the formal motions. Shareholders and duly appointed proxy holders may submit questions during the meeting using the Ask a Question field provided in the web portal. Guests will be able to participate in the meeting but are not able to submit questions or vote. Questions may be submitted at any point during the meeting but must be submitted prior to the commencement of voting on the matter to which they relate. All questions relating to a matter subject to a vote at the meeting that are deemed to be appropriate and directly related to such matter will be addressed prior to the closing of voting on such matter. Following termination of the formal business of the meeting and time permitting, the company will address any appropriate questions received from shareholders and duly appointed proxy holders regarding the company. In order to facilitate a respectful and effective meeting, only questions of general interest to all shareholders will be answered. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Chair of the meeting may exercise discretion in responding to questions, including the order in which the questions are answered, the grouping or editing of the questions and the amount of time devoted to any questions. I now declare the polls open on all resolutions. Selim, back to you.

A quorum for the meeting of shareholders as prescribed in the corporation's bylaws is 2 or more persons present in person or represented by proxy and holding not less than 25% plus of the aggregate number of votes attached to all the voting shares for such meeting. The scrutineers have provided me with a report on attendance, which indicates that there are present at this meeting in person or represented by proxy, 175 shareholders holding 44,469,454 common shares of the corporation. I hereby declare that the requisite quorum of the shareholders is present, and this meeting is duly and properly constituted for the transaction of business. I also direct that a copy of the scrutineer's report on attendance be attached to the minutes of this meeting. With the consent of the meeting, I shall appoint Lori Winchester of TSX Trust, Goodfood's registrar and transfer agent, to act as the scrutineer of the meeting. The first item of business is the presentation of the corporation's annual consolidated financial statements and the auditor's report thereon. Unless there are any objections, I will dispense with the reading of the auditor's report. The audited consolidated financial statements of the company for the fiscal year ended September 6, 2025, along with the auditor's report are available under Goodfood's profile at the links displayed on the slide. For your convenience, we've also included a QR code on the slide that directs you to Goodfood's Investor Relations website, allowing you to access these documents quickly and easily. The next item of business is the election of 3 directors of the corporation. The management proxy circular made available to you listed Goodfood's director nominees. The candidates for director who have been nominated to serve as directors by the corporation GHRC Committee were presented in Goodfood's management proxy circular distributed to shareholders and are listed on the screen. In accordance with the bylaws of the corporation, shareholders are required to provide advance notice of their intent to nominate candidates for director. No such notice was received. Therefore, I declare the nomination for directors closed. A motion to elect the directors described in the management information circular is now in order. In my capacity as management appointee, I hereby move that each of Selim Bassoul, Donald Olds and Terry Yanofsky be elected as directors to serve until the next Annual Meeting of Shareholders or until their respective successor is elected or appointed. Does anyone second the motion?

My name is Ross Aouameur, and I am a shareholder and management appointee. I second the motion.

Are there any questions or comments on this motion? There being none, I will now call for a vote on the motion. Any shareholders desiring to vote should do so at this time. To cast your vote, click the voting icon on the left-hand side of the virtual meeting platform. Select your voting direction from the options displayed on your screen and click submit. A confirmation message will appear once your vote has been received. If you have additional control numbers to vote, click at the top of the screen to enter your additional credential and cast those votes. You may change your vote by simply clicking on your new selection. Voting will remain open until I announce the ballot is officially closed. At that point, no further votes will be accepted and the results will be tallied. The next item of business is the reappointment of KPMG LLP as the corporation's auditor until the next Annual Meeting of Shareholders or until a successor is appointed and to authorize the Board of Directors to fix the auditor's remuneration. KPMG LLP have been Goodfood's auditors since June 1, 2017. In my capacity as management appointee, I hereby move that KPMG be reappointed as the corporation's auditors until the next Annual Meeting of Shareholders or until a successor is appointed at a remuneration to be fixed and approved by the Board of Directors of the corporation. Does anyone second the motion?

My name is Ross Aouameur, and I am a shareholder and management appointee. I second the motion.

Are there any questions or comments on this motion? There being none, I will now call for a vote on the motion. Any shareholders desiring to vote should do so at this time. You may cast your vote by using the same instructions as before and may change your vote by simply clicking your new selection. Voting will remain open until I announce the ballot is officially closed. At that point, no further votes will be accepted and the results will be tallied. [Voting]

I now declare the voting closed. No further votes will be accepted. The results of the ballot will be tallied and the report of the scrutineers will be shared with us shortly. Once received, we will announce the results via press release. This completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, I hereby move in my capacity as management appointee that this meeting be terminated. Does anyone second the motion?

My name is Ross Aouameur, and I'm a shareholder and management appointee. I second the motion.

The motion has been carried. I hereby declare the formal business of this Annual General Meeting of Shareholders to be concluded. I would like to take this opportunity to thank you for your attendance and interest.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.