GURU Organic Energy Corp. (GURU) Earnings Call Transcript & Summary

Welcome to the Annual and Special Meeting of Shareholders of GURU Organic Energy Corp. Please note the meeting is being recorded. I would like to introduce Mr. Joseph Zakher, Founder and Executive Chairman of the company in today's meeting. Mr. Joseph Zakher, the floor is yours.

Thank you. [Foreign Language] Please note that this meeting will be held in both official languages, and questions may be asked in either language and will be answered accordingly. [Foreign Language] Ingy?

[Foreign Language] Good afternoon, ladies and gentlemen. We would like to remind you that registered shareholders and registered proxy holders are the only persons entitled to vote or to ask questions during the shareholder question period at the end of the meeting. We will conduct the votes on all the matters before us by poll using the online platform. The poll will be open for all motions and resolutions at the same time. This will allow you to choose to vote on each motion and resolution immediately or to wait until the conclusion of discussion prior to casting your vote. Once discussion on all items of business has concluded, we will take a short pause before declaring the voting closed on all resolutions. So please make sure you have voted ahead of this time. To vote, please click on the voting icon on the left of your screen, then simply select your voting direction for each resolution laid out in turn. It's important to add that the vote cannot be canceled once submitted. If you have already voted by proxy, it is not necessary to vote again. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. Once the voting has opened, the resolutions and voting choices will be displayed. We now declare the polls open. We have received satisfactory proof that the notice calling this meeting was duly publicized and sent to the shareholders of the corporation. Carl Goyette has been designated to act as proposer and Joe Zakher as seconder. Please note that both Carl and Joe are shareholders of the corporation. [Foreign Language] Once the formal part of the meeting is terminated, we will proceed with the question-and-answer period. Any shareholder wishing to ask a question should at the appropriate time during the question-and-answer period, submit their questions through the online platform in English or in French. [Foreign Language]

My name is Carl Goyette, and I move that the following be nominated as Directors of the company. Joseph Zakher, Carl Goyette, Eric Graveline, Philippe Meunier and Alain Miquelon.

My name is Joe Zakher, and I second the motion.

I confirm that to my knowledge, the company has received no written notice from a shareholder nominating another individual for election to the Board of Directors within the period prescribed by the bylaws. [Foreign Language] The next item on the agenda is the appointment of the auditors for the fiscal year ending on October 31, 2023, and the authorization of the directors to determine their remuneration. I would ask a motion for the appointment of the auditors.

My name is Carl Goyette, I move that KPMG LLP, chartered professional accountants, be appointed auditors of the corporation for the fiscal year ending on October 31, 2022, and that the remuneration be determined by the Board of Directors.

My name is Joe Zakher, and I second the motion.

The last item on the agenda is the approval of unallocated awards under the corporation's Omnibus Incentive Plan. In accordance with the requirements of Section 613 of the TSX company manual every 3 years after adoption, all unallocated awards under a security-based compensation agreement, which does not have a fixed number of securities issuable thereunder must be approved by a majority of security holders. I would ask a motion for the approval of unallocated awards under the corporation's Omnibus Incentive Plan.

My name is Carl Goyette, and I move for the resolution to approve the unallocated awards under the corporation's Omnibus Incentive Plan.

My name is Joe Zakher, and I second the motion.

As we now have covered all of the items of business of the formal portion of the meeting, we ask that all registered shareholders and proxy holders completed submit their votes now if they have not already done so. I remind you that if you have already voted by proxy, it is not necessary to vote again. [Voting]

The voting period is now closed for all of the items of business on the meeting agenda. We will now take a short break to tabulate the votes. [Foreign Language] As there are no other matters to be presented before the meeting, I will now ask for a motion to close the formal portion of the proceedings.

My name is Carl Goyette, and I move that the meeting be closed.

My name is Joe Zakher, and I second that motion.

I now declare the formal portion of the meeting terminated. Before moving to the question-and-answer period, I would like to remind everyone that only shareholders or proxy holders can ask questions and that the instructions for asking a question appear on your screen. I would like to remind everyone that today's management remarks may contain forward-looking statements about GURU's current and future plans, expectations and intentions, results, level of activity, performance, goals or achievements or other future events or developments, which could cause Guru's actual results to differ materially from those expressed or implied by the forward-looking statements. As a result, you are cautioned not to place undue reliance on them. In addition, please be aware that there may be references to certain financial measures in the Q&A that are not recognized according to the International Financial Reporting Standards. Please refer to the non-GAAP financial measures section of your latest MD&A for the period ended October 31, 2022, for a reconciliation of these measures to IFRS measures and additional information. We will now proceed with the Q&A session. [Operator Instructions] Please note that this meeting is being held in both official languages, and questions may be asked in either language and will be answered accordingly. [Foreign Language] [Operator Instructions] It appears that there are no questions. So this concludes our meeting today. [Foreign Language] Joe?

[Foreign Language] Operator, back to you.

Thank you. Thank you all for attending the meeting. You may now disconnect. The meeting is terminated now.