Martello Technologies Group Inc. (MTLO) Earnings Call Transcript & Summary

I think, Jerry, would you like to kick off the meeting, please?

Yes, I think so. We can all relate here. It's the Annual and General Meeting and Special Meeting on our Telo technologies. And I'm pleased to be here. We have a group here to respond. And thank you, shareholders, for joining. We live in a time technology-wise of transformation, and I'm pleased to say that the company is very active. First of all, I'm pleased to explain that the company is profitable and cash flow positive. And the company has gone through significant restructuring in the last 12 months. On the outcome, the outcome, of course, I just -- as I explained, I'm quite pleased to see a positive cash flow situation. I'm quite pleased to see innovation with unified communications UCC is the term used. Solving problems, I'm pleased to say that around the world, we have a lot of partners. They like Martello, they like the fact that Martello very quickly resolves where there are issues to be fixed, which dramatically speeds up time to fix networks, time to fix a intense in that world of UCC. So well done Martello. And on the other side, I'm pleased again to explain that in checking how our teams feel that we have a highly engaged team that is well recognized. And I'm talking global here, I'm not talking just about Ontario or Canada. This is a global company. So let me get back down to the procedures and the official statements as we go through our Annual General Meeting. So right now, the meeting will come to order. My name is Terry Matthews. I've been in the business of technology for a long, long time, well over 50 years. I'm Chairman of the company, and with the consent of the meeting, I precide as Chair of the meeting. So thank you for joining. Before we begin the formal business, I'd like to welcome all of our shareholders that have joined the meeting virtually, and I understand through the conference week. It was referenced in the materials for the meeting that was sent to shareholders in connection with the meeting today. As mentioned in the material, the conference is a listen-only facility. I would like, as we go forward on more and have shareholders face to face. But in any event, shareholders listening via the conference can hear the business of the meeting. However, today, not able to speak and not considered to be attending in person for the purposes of establishing the quorum for this meeting or for casting votes in person. Following the adjournment of the formal portion of the meeting, we will take questions from shareholders, which can be submitted by the chat function in the Microsoft team's engagement today or any person if there's anyone at the meeting, but there's not. Should you have questions following the meeting, they're always free to reach out to investor at martellotech.com. Now Again, consent of the meeting. I'll now ask Shane McLean of the corporation's legal counsel like the Secretary of the meeting. Jane? With the consent of the meeting, I now appoint Olivier Craven of Computershare to act as scrutineer for the meeting. So that is appointment of the scrutineer. The scrutineer advises that the required quorum of shareholders is present today. Notice of the meeting and the Constitution, the company's transcript agent has confirmed the due mailing of the notice and related materials for this meeting. Accordingly, I declare the meeting is properly constituted for the transaction of our business. In order to expedite the voting on the matters to come before the meeting, I propose to conduct the vote on all matters by a show of hands unless a shareholder or proxy holder demands that a ballot be conducted on any motion. Only registered shareholders and duly appointed proxy holders are permitted to vote on each matter today. Now I'm going to proceed with the election of directors. Currently, there are 7 directors. The management proposes that 7 directors be elected for this coming year. I now ask for someone to nominate the persons listed in the information circular for election as directors for the ensuing year. Tracy?

I nominate Terence Matthews, Jim Clark, Calle Clark, Don Smith, Paul Butcher, Alexanders, and Michael Cotendo where election as directors of the corporation for the ensuing year or until their successors are elected or appointed.

Thank you, Tracy. May I have the nominations segmented.

I second the nomination.

Thank you, Paul. I recognize Paul. Are there any further nominations -- as there are no further nominations, I declare the nominations closed. Since there have been 7 individuals nominated for same positions and in light of the proxies we have received in favor of the election of such individuals unless the objections, we will dispense with voting by individual director and voted as a slate. I now put the motion to the meeting. All those in favor of the election of the 7 individual was nominated, please signify by raising your hand. Are there any votes against? Thank you declare the proposed director elected to hold office. Until the next annual election of Directors, there will be the 7 directors or until their successors have been elected or appointed. Now I'm going to move to the appointment of auditors -- this is the next item of business, the appointment of auditors and authorizing the directors to fix their remuneration. As set out in the information circular, the directors are proposed that Welch LLP be appointed the auditors of the corporation for the upcoming year, and I would ask for a nomination to front the auditors, and I recognize the CEO, Jim Clark.

I move that Welch LLP, the appointed audiences of the corporation until the next annual meeting or until the successor is appointed and that the directors of the corporation be authorized to fix the remuneration of the auditors for the current year in such amounts as they may in their discretion determine.

Now I need a motion second of this, and I recognize Paul but chip.

I second the motion. I now put the motion to the meeting. All those in favor of the motion, please signify by raising your hand. Thank you. How many votes been withheld? No. So thank you very much. I declare the motion carried. Now I'm moving to the Omnibus Incentive Plan. This is the next item of business, the ratification of the Omnibus long-term incentive plan, which was adopted in August 2022 and approved by shareholders on September 28, 2022. To be effective, the resolution in the form set out in the circular must be passed by the affirmative vote of a majority of the votes cast at the meeting. Since all shareholders have had access to this full text of the resolution unless anyone objects, I will dispense reading the text of the resolution to the meeting. May I have a motion to approve this resolution and again, I recognize Paul Butcher.

I move that the resolution ratifying the Omnibus long-term incentive plan as set out in the circular, be ratified.

Now I need a motion to second that, and I recognize Tracy Ken.

I set the motion.