RIWI Corp. (RIWI) Earnings Call Transcript & Summary

Everybody has been admitted.

Okay. It's 11:00. I'm Annette Cusworth. I will -- the Annual General Meeting for the year ended December 31, 2024, will now come to order. My name is Annette Cusworth, and I am the Chair of the corporation. I will be acting as Chair of the meeting. With your approval, I will ask Travis Campbell, Corporate Secretary of the corporation, to act as Secretary for the meeting. With your approval, I will ask Anup Das, representative of Computershare to act as scrutineer 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 the notice calling this Annual General Meeting, together with the information circular and formal proxy were delivered in accordance with the Canada Business Corporations Act and applicable securities laws. Therefore, Madam Chair, this Annual General Meeting has been properly called.

Thank you. 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 transaction of business. Before commencing with the business of the meeting, I would like the Secretary to explain the voting procedure and to -- procedures, pardon me, to be followed at the meeting.

That there is 1 outstanding class of shares in the corporation, common shares, which are entitled to vote. The holders of common shares are entitled to 1 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 and a single vote for each matter to be voted upon at this meeting. Section 141 of the Canada Business Corporations Act allows any shareholder or proxyholder entitled to vote at the meeting to demand a ballot either before or after any vote by show of hands. A ballot so required or demanded shall be taken in such manner as the Chair shall direct. The bylaws allow a demand for a ballot to be withdrawn at any time before the ballot is taken. If a ballot is taken, each person present shall be entitled in respect of the shares which he or she is entitled to vote at the meeting upon the question to that number of votes and the result 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 to be 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 your 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, 2024. 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 to 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 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.

So moved.

I would like, please someone to 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 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.

I would like someone please to second this motion?

I second the motion.

Second.

Is there any discussion on the motion? All those in favor of the motion, signify by raising their 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 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.

Moved.

Would someone please second the motion?

I second the 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. The scrutineer report reads as follows: the number of directors was 100% voted for. The election of the directors were elected at 91% to 99%. The appointment of the auditors was elected voted for at 99.85%. The total shareholders voted by proxy were 33. Total shares issued and outstanding are 18,004,428. Total shares voted, 4,860,561. Total percentage of shares voted was 27%. I adopt the scrutineer's 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 the motion?

Second.

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 of RIWI Corporation. Thanks all. That's it.

That's it.

Okay. So we can sign off. Thank you all for attending.

Okay.