RIWI Corp. (RIWI) Earnings Call Transcript & Summary

Okay. I think we're about ready to start. It's 1 minute to 8. For anyone that's listening on the call, shareholders, please be aware that you are muted, so you will not be able to speak to the meeting until the formal portion is over. And with that, I'm going to hand over to [indiscernible] Annette Cusworth.

Good morning, everyone. The Annual General Meeting for the year ended December 31, 2023 will now come to order. My name is Annette Cusworth, and I am the Chair of the corporation. I will act as Chair of the meeting. With your approval, I will ask Amber Schaefer, Corporate Secretary of the Corporation, to act as the Secretary for this meeting. And with your approval, I will ask Anup Das, representative of Computershare, to act as scrutineers of the meeting. Would the Secretary, please assure us that the Annual General Meeting has been properly called.

I have before me an affidavit of a representative of Computershare Trust Company of Canada, attesting that a notice calling this Annual General Meeting, together with the information circular and form of proxy, were delivered in accordance with the Canada Business Corporations Act and applicable [indiscernible], the Annual General Meeting has been properly called.

I am advised that according to the preliminary report of the scrutineer a quorum is present. The scrutineers' report will be read later when it has been compiled in detail. I now declare that the Annual General Meeting is regularly called and properly constituted for the transaction of business. Before commencing with the business of the meeting, I would like to ask the Secretary to explain the voting procedures to be followed at the meeting.

There is one outstanding cost of shares in the corporation, common shares, which are entitled to vote. The common -- the holders of common shares are entitled 1 one vote for each common share held. Voting will be by show of hands for all members or by poll where designated or required by law. Each holder of common shares entitled to be present is entitled to vote. On a show of hands, every person, who is present and entitled to vote, will vote all of the common shares held by them as a single block in a single vote for each matter to be voted upon at this meeting. Section 141 of the Business Corporations Act allows any shareholder or proxy holder entitled to vote at the meeting to demand a ballot either before or after any vote by show of hand. A ballot so required or demanded shall be taken in such a manner as the Chair shall direct. The bylaws allow a demand for a ballot to be withdrawn at any time before a ballot is taken. If a ballot is taken, each person present shall be entitled in respect of the shares, he is entitled to vote at the meeting upon the question to that number of votes, and the results of the ballot so taken shall be the decision of the shareholders upon the said question.

The minutes of the last meeting of the shareholders of the corporation are available for review by any shareholder. Unless someone wishes them read, I hereby move to take the minutes as read and confirmed. Is there any discussion on the motion? In that case, all those in favor, please signify by raising their hand. [Voting]

Against, if any. [Voting]

I declare the motion carried. The next item of business is the presentation of the audited financial statements of the corporation and the report of the auditors thereon for the fiscal year ended December 31, 2023. Copies of the audited financial statements and auditor's report are available from the Secretary. Accordingly, unless someone specifically requests, the auditor's report will not be read at the meeting. Unless there are any questions arising from the audited financial statements and auditor's report, I shall consider them received by the shareholders as submitted to this meeting. The next item of business is to consider, and if deemed advisable, to pass an ordinary resolution fixing the number of directors to be elected at the meeting. It is proposed that the number of directors to be elected at the meeting will be set at 5 persons. The affirmative vote of a simple majority cast by shareholders who vote in person or by proxy in respect thereof is required in order to pass this ordinary resolution. Accordingly, I ask for a motion that the number of directors to be elected at the meeting be set at 5 persons.

So moved.

Would someone please second this motion?

I second the motion.

Is there any discussion on the motion? All those in favor of the motion, please signify by raising their hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. It is now in order to proceed with the election of directors for the upcoming year. The management information circular, which was mailed to shareholders, contains the names of and information about management's nominees to the Board of Directors. Management recommends the following 5 individuals, each to hold office until the next Annual Meeting of the Shareholders. The following individuals have been nominated to be directors of the corporation: Annette Cusworth, Neil Seeman, Gregory Wong, Leonard Murphy and David Kincaid. Are there any further nominations? Each of the nominees has previously consented in writing to act as a director. If there are no other nominations, I would ask for a motion that nominations be closed.

So moved.

Would someone please second this motion?

I second the motion.

Is there any discussion on the motion? All those in favor of the motion, please signify by raising your hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. All those in favor of the appointment of Neil Seeman, Annette Cusworth, Gregory Wong, Leonard Murphy and David Kincaid, please signify by raising their hand. [Voting]

I declare these individuals elected as directors of the corporation for the ensuing year to hold office until the next Annual Meeting of the Shareholders or until their successors are elected or appointed. The next item of business is the appointment of auditors. It is proposed that the corporation appoint BDO Canada LLP, chartered professional accountants, as auditors of the corporation at remuneration to be set by the Audit Committee of the Board of Directors. Accordingly, I ask for a motion that BDO Canada LLP, chartered professional accountants, be appointed as auditors of the corporation for the ensuing year and that the Audit Committee of the Board of Directors be authorized to determine the remuneration to be paid to BDO Canada LLP, chartered professional accountants, for the ensuing year.

So moved.

Would someone please second this motion.

I second the motion.

Is there any discussion on the motion? All those in favor of the motion, please signify by raising your hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. The next item is to the scrutineers' report. So the scrutineers' report reads as follows. There are 0 shareholders in person representing 0 shares, 26 shareholders by proxy representing 4,396,614 shares for total shareholders of 26 with 4,396,614 shares. The total issued and outstanding shares as at record date is 18,004,428, which is a percentage of outstanding shares represented at the meeting of 24.42%. I adopt the scrutineers' report and declare accordingly that a quorum is present. Is there any further business? If not, all the business for which this Annual General Meeting was called has now been completed. I now call for a motion to conclude the formal portion of the Annual General Meeting of the corporation.

I move that this meeting be concluded.

Would someone please second this motion?

I second the motion.

All those in favor, please signify by raising their hand. [Voting]

Against, if any? [Voting]

I declare the formal portion of this Annual General Meeting of the corporation concluded. Thank you for your attendance and continued support.

Okay. That would be end of that. Greg, are you going to say anything or...

No, I think we have a number of shareholders on the call. If anybody on the call has any questions for management or any of our directors that are present, you're welcome to unmute yourself and ask any questions. We will wait and take them in directly into the chat in the Google Meet. So let's pause for a second and see if there's any questions from shareholders first. I don't see anyone in the meeting or any questions coming in on the chat. So with that, I just want to thank -- on behalf of the management, I want to thank all of our shareholders for their continued support. I think we're on a long-term journey and hopefully, everyone has read the MD&A that we send out every quarter as well as the info circular, and we have some great content around our strategy and how we're moving and definitely appreciate everyone's support, and we look forward to you answering questions today or in the future. Thank you, everyone.

Thank you.

Thanks all