OIO Group (OIO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, or good evening, wherever you are. I'm Quek Leng Chuang, Chairman of the Board and CEO of ESGL Holdings Limited. I'm as well the Chairman of this meeting, and I hereby call this meeting to order. Mr. Ho Shian Ching, our CFO and a shareholder of record of the company; and Mr. Law Beng Hui, Chief Growth and Sustainability Officer and a Director and a shareholder of record are also present at this meeting with me. I've asked Mr. Ho to act as the secretary of this meeting and to record the minutes, and before considering the business to be taken up at this meeting I would like to ask Mr. Ho to speak on the formal steps taken in connection with it. With this, I hand over to you, Shian.

Okay. Thanks, Mr. Chairman. Mr. Chairman, I previously presented the signed affidavits of Amanda Ramnath of Continental Stock Transfer and Trust Company, which state that the proxy statement and proxy card were first mailed on May 23, 2025, to holders of the company's ordinary shares at the close of business on the record date. A certified list of the holders of the ordinary shares of the company as of the record date that was compiled by Continental Stock Transfer and Trust Company is available for inspection at the meeting. 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 this list, there were 41,816,240 ordinary shares issued and outstanding on the record date. Each outstanding ordinary share is entitled to one vote on the matters presented at this meeting.

Thanks, Shian. I would like you to file the affidavit as to the mailing of the proxy materials in the company's minute book with the minutes of this meeting. I hereby as well appoint Maria Vaz of Continental Stock Transfer and Trust Company to act as Inspector of Election of this meeting. The inspector has executed an oath to carry out her duties impartially and to the best of her ability. She will distribute and collect the ballots and count the votes.

Mr. Chairman, I previously presented to you the oath signed by the Inspector of Election. The oath of the Inspector of Election will be filed with the minutes of this meeting. Are there any shareholders present who desire to vote in person? If there are, will you please let us know so that we may check your name against the list of shareholders and record your presence and provide you with a ballot if you wish to vote in person.

Will the inspector now provide us with a count of the shareholders present in person or by proxy?

Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I am in the process of completing a count of all shareholders present in person or by proxy and will render an exact report at the end of the meeting.

Since shareholders representing not less than the majority of the ordinary shares issued and outstanding as of the record date and entitled to vote at the meeting are present in person, by virtual attendance or represented by proxy, I declare that a quorum is present. First proposal. The first item of business today is to approve as an ordinary resolution an increase in the authorized share capital from USD 50,000 divided into 500 million shares of USD 0.001 (sic) [ USD 0.0001 ] each to USD 300,000 divided into 3 billion ordinary shares of USD 0.001 (sic) [ USD 0.0001 ] each of such class or classes, however, designated as the company's Board of Directors may determine in accordance with our memorandum of Articles of Association, which we refer to as the authorized capital increase proposal or proposal #1. This proposal #1 shall be put to a vote.

As a shareholder of record of the company, I move to approve the proposal #1.

As a shareholder of record of the company, I second the motion.

The next item of business today, proposal #2, is to approve as an ordinary resolution, subject to and conditional upon the passing of proposal #1, that subject to the determination, confirmation and approval of the Board of Directors of the company that this resolution is an effective means of maintaining, or if necessary, regaining, compliance with the minimum trading price requirement for continued listing of ordinary shares of the company on the NASDAQ Capital Market. The authorized share capital of the company be consolidated as follows, which we refer to as the share consolidation proposal or proposal #2: from USD 300,000 divided into 3 billion ordinary shares of a par value of USD 0.0001 each to USD 300,000 divided into 1 billion ordinary shares of a par value of USD 0.0003 each by the consolidation of 3 billion ordinary shares of a par value of USD 0.0001 each into 1 billion ordinary shares of a par value of USD 0.003 (sic) [ USD 0.0003 ] each. This proposal #2 shall be put to vote.

As a shareholder of record of the company, I move to approve the proposal #2.

As a shareholder of record of the company, I second the motion.

The next item of business today, proposal #3, is to approve as a special resolution to change the company's name from ESGL Holdings Limited to OIO Group, which we refer to as the name change proposal, proposal #3. This proposal #3 shall be put to a vote.

As a shareholder of record of the company, I move to approve the proposal #3.

As a shareholder of record of the company, I second the motion.

The next item of business is to approve by special resolution subject to and conditional upon the passing of proposals #1, #2 and #3, the existing first amended and restated memorandum of Articles of Association of the company be amended and restated in its entirety with immediate effect to the second amended and restated memorandum of Articles of Association of the company in the form attached hereto as Annex B, which we refer to as the amended charter proposal, or proposal #4. This proposal #4 shall be put to a vote.

As a shareholder of record of the company, I move to approve the proposal #4.

As a shareholder of record of the company, I second the motion.

The next item of business today is to approve to adjourn the meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above, which we refer to as the adjournment proposal or proposal #5. This proposal #5 shall be put to a vote.

As a shareholder of record of the company, I move to approve the proposal #5.

As a shareholder of record of the company, I second the motion.

Have all shareholders and proxies who desire to vote done so? If so, voting is now closed. Now we would like the Inspector of Election to complete her report, showing a final count of the ordinary shares represented here today in person and by proxy and the tally of votes cast in regard to each proposal. Maria?

As the Inspector of Election, I hereby report that shareholders representing not less than a majority of the ordinary shares issued and outstanding as of the record date and entitled to vote at the meeting are present in person by virtual attendance or represented by proxy at the meeting. Proposal #1. In voting for proposal #1 referred to earlier, I hereby report that 31,005,609 ordinary shares of the company were voted in favor of proposal #1 and that such number of votes of shares constitutes the affirmative vote of the holders of the majority of the issued and outstanding ordinary shares of the company present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the meeting. Proposal #2. In voting for proposal #2 referred to earlier, I hereby report that 31,005,198 ordinary shares of the company were voted in favor of proposal #2 and that such number of shares constitutes the affirmative vote of the holders of majority of the issued and outstanding ordinary shares of the company present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the meeting. Proposal #3. In voting for proposal #3 referred to earlier, I hereby report that 31,006,217 ordinary shares of the company were voted in favor of proposal #3 and that such number of shares constitutes the affirmative vote of holders of at least 2/3 of the votes of the ordinary shares present and voting in person or by proxy at the meeting. In voting for the proposal #4 referred to earlier, I hereby report that 31,005,717 ordinary shares of the company were voted in favor of proposal #4 and that such number of shares constitutes the affirmative vote of holders of at least 2/3 of the votes of the ordinary shares present and voting in person or by proxy at the meeting. Proposal #5. In voting for proposal #5 referred to earlier, I hereby report that 31,006,098 ordinary shares of the company were voted in favor of proposal #5 and that such number of shares constitutes the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares of the company present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the meeting.

Thank you. I declare that each of the 5 proposals recited above have been approved. Is there any other business that should properly come before this meeting? Is there a motion for adjournment?

I move that the meeting be adjourned.

I second the motion.

Since we have finished the formal business to be conducted at the meeting, I shall now adjourn, close the meeting. Thank you.