RIWI Corp. (RIWI) Earnings Call Transcript & Summary

All right. It's 11:00. Do we expect anybody else? I think we've got a full house? All right. Let's get started. Good morning, everyone. Welcome to the 2026 Annual General Meeting of RIWI Corp. My name is Leonard Murphy. I am serving as Chairman of the Board and will be presiding over this meeting as Chair. I'll now request the Travis Campbell, the Corporate Secretary for the company, act as Secretary of the meeting. With your approval, I will also appoint Pattis Jonis to act as scrutineer. Before we begin, I'd like to introduce the members of our team who are present today. Joining me are Greg Wong, our President and Chief Executive Officer; Travis Campbell, our Chief Financial Officer and Corporate Secretary; and fellow board members, James Bowen, Marc Kazimirski and Al Leong. I'll ask that all participants keep their microphones muted except when recognized to speak . If you have a question or wish to speak, please use the raise hand function in Google Meet. I'll recognize you in turn. We'll have a period for shareholder questions following the formal business of the meeting. I would also note that today's meeting will be conducted in accordance with RIWI's bylaws and applicable corporate law. As Chair, I have the authority to maintain order and ensure that, that proceedings are conducted in an efficient and appropriate manner. I intend to exercise that authority fairly and give all shareholders a meaningful opportunity to be heard. Has every shareholder present registered with the scrutineer? If not, please do so now. So Patty, we're all good.

Yes, we're all good.

All right. The notice calling this meeting of shareholders in an information circular... Okay. All right. Well, let's go on through the other formalities. The notice meeting with shareholders and the information circular describing the matters to be considered today were mailed to all shareholders of record as of May 11, 2026. The Secretary will append the declaration of mailing as a schedule to the minutes of this meeting as Schedule A. With your approval, I'll dispense with reading the notice of meeting. All right. scrutineer. Please read the report on attendance.

[indiscernible] report that there are 59 shareholders represents about the meeting in person or by proxy went back at 51.6% -- shares represent the meeting.

Great. All right, scruitneer's report has now been received since they are present at the meeting 59 persons holding or represented by proxy, 51.6% of the common shares of the corporation.

So where could we do a role call and have a specific rundown of those shareholders and [indiscernible]

So by proxy would be 58 shareholders [indiscernible] proxy a secret ballot, right?

The longer about -- so should now renting. We can provide that information as part of the appended the minutes of the meeting. You have that -- you have the voting details.

We have the details of brokerage and hold not individual internet broker position.

So I cannot be provided now -- should be able to provide it now. Do you not have the spreadsheet of the form for proxies.

We provide that, but it's not going to be down.

Is that what you are looking for.

What are you looking for exact?

I'm sorry, I'm looking to understand who were represented by proxy.

Which shareholders have nominated management as proxy hold?

Exactly. Okay.

Except for the shares that are represented back to you. You're the one person that's shareholder [indiscernible] other proxies -- all of the shareholders that have voted are doing in...

Yes, but we don't know which shareholders those are.

The scrutineer has gone through which shareholders have voted in appropriate manner and delegated those process to happen.

I understood it was a not a secret ballot.

It's not a secret ballot. It might not just be available right.

Yes. The scrutineers report will be included in the Schedule B.

I mean you don't have to look at the bylaws here. But without subject to looking at it more closely, I have checked based on Section 9.4 bylaws. Number 4, one of our share scrutineers need not be [indiscernible] appointed by resolution [indiscernible] meeting. Let me bring it up [indiscernible] talking about for if you have that investor -- is that the excess [indiscernible]?

No, this is a list of voting detail from Odyssey. [indiscernible] Scruitneer got the discretion to provide the details on who has voted, but -- what you're asking for is essentially a shareholder list of the company. And not stated, I don't think you would have the right to [indiscernible] company. Unless you're using it for specific purposes there.

Yes, I'm not asking for a shareholder list of the company. I'm asking for a breakdown of who's been host allocated proxy authorities in management [indiscernible] on a basis to understand who's voting for what. -- let say everyone other than you.

Every other shareholder has delegated management [indiscernible] the authority demands on both the share for the every shareholder that is voted 56%, 51% of the most shares?

Yes, that's including the one shareholder in-person.

Yes. So every other shareholder that has voted has delegated the authority to manage. You're the only shareholder as President that we're voting [indiscernible]

Yes. But like I guess I'd like to know who is voting for what. And it's, I think, role is to mirror to verify whether or not persons have voted and voted appropriately. She has done that, and she's [indiscernible]. -- sorry, she's read that and read the report on attendance [indiscernible] report. We can provide information to you after this. Yes, but I'm not sure on what basis you're entitled to demand?

I guess the basis of doing 9.11 indicates that [indiscernible]

We haven't moved on it [indiscernible]

No, I understand, we're about to.

Yes. So you're saying when the votes come up, I could ask for a breakdown of that point. The ballot [indiscernible] is it's essentially [indiscernible] confidential ballot as [indiscernible] . So you would vote on a valid manner.

[indiscernible] where does it say it's a confidential ballot, 9.11 so -- but even the ballot that shows even [indiscernible] ballot demanded here, what's going to happen is the yield go on one matter. The scruitneer is going to read the report on the ballots that voted by management, and it will be a [indiscernible] based on our scrutineer report. [indiscernible] So about one as on a show of hands every person who is president and the title will have one vote.

Right. That's a public vote?

It will be a public vote if there's not enough...

Or is it the other one?

Any shareholder entitled [indiscernible].

Okay. So I can demand a ballot on everything?

You can demand a ballot on the matters where it's necessary. I'm not sure what are you trying to...

I'm just trying to understand who is voting for us given us not a secret ballot. [indiscernible] Yes. Can I clarify what percentage I have by proxy versus management.

Absolutely, if you want to clarify that right now.

So right now, that issue the start of the meeting, the 58 holders that represented by proxy were at [indiscernible] So adding our total in group 51.66%, [indiscernible]

The issue is not resolved, could you clarify at least...

[indiscernible]

Okay. Okay. So it's how many $3 million...

[indiscernible] I believe [indiscernible] instructions from the [indiscernible] shareholders. Those have been assigned a -- there's the additional 100 million that's opened here because [indiscernible]

Is the issue resolved?

Yes.

So scrutineer, you will report on attendance as discussed to the minutes of this meeting as Schedule B. All right, Aaron, so you'll have the appropriate detail as part of that. All right. Notice has been served in accordance with the bylaws and a quorum being present, I declare this meeting is duly constituted for the transaction of business. Rules respecting voting unless everyone wishes that voting B by ballot or were voting by ballot is required. All voting today will be by a show of hands, which we had just discussed. All right. Item 1, approval of minutes of the previous AGM. I now present the minutes of the last meeting of shareholders held on June 11, 2025. We should have received that. Are there any corrections? All right. Hearing none, do I have a motion to approve the minutes as circulated. All right show of hands. All right. Minutes are approved. All right. Item 2 financial statements. The next item of business is to receive and consider the financial statements for the period ended December 31, 2025, together with the report of the auditor, which were mailed to shareholders at the same time as the notice of this meeting. There are extra copies available here for anyone wishing one. Questions regarding the financial statements take place.

[indiscernible] We've got Mary Philip. They should have been for Neal and then [indiscernible] directly.

Okay. Can we pause for a second and let's -- just so we can continue on. The need we're going to go on to the next line of business. Before we do that, if as we are voting on [indiscernible] Okay. We're resolved. Item 3. That's a number of directors. The next item of business is the fixing of the number of directors. The Board of Directors recommends that the number of directors be fixed at 5 for the [indiscernible]. The chair will entertain a motion fixing the number of directors for the election from 5 for the ensuing year, to have a motion.

Mr. Chairman, I move to [indiscernible] number of directors to be elected to [indiscernible].

All right. Do we have a second?

Second.

All right. All in favor? All right. Resolution fixed number of directors at 5 has been approved. Thank you. All right. The next item of business is the election of directors. The Chair will entertain a motion nominating 5 directors for election from the floor for the ensuing year. Do you have a motion from the floor on the nomination of directors.

Okay. Mr. Chairman, I nominate Gregory Wong, Leonard Murphy; James Bowen; Marc Kazimirski, Al Leong as Directors of the Corporation to hold office until the next meeting of shareholders or until their successors are elected or appointed.

Okay. All right. Are there further nominations? All right, there's no further nominations. I'll entertain a motion that the nominations be closed.

Mr. Chairman, I move that the nation to be closed.

All right. Do we have a second?

I second.

All right. So I just following through here. I lost my spot for a second. Apologies. All right. I declare the motion carried. And declare the nominations closed. I'd ask someone to move in some with a second a resolution for the election of Gregory Wong, Leonard Murphy, James Bowen, Marc Kazimirski, and Al Leong, nominated as directors and directing me to cast a single ballot for such election.

[indiscernible] You've heard a motion from the floor that both directors be voted on individually. Someone can second that.

Is there a second for the motion to vote individually. All right, the motion [indiscernible] for a second. We will vote on the slide. All right. All in favor of the proposed late. All opposed? All right. I declare the motion carried and those nominated have been duly elected as directors of the corporation to hold office until the next meeting of shareholders or until their successors are later appointed. As has been disclosed in our information circular, the Board is aware that certain shareholders have indicated their intention to read against certain director nominees. I want to address that directly before we proceed because I believe shareholders deserve transparency.

[indiscernible] technical problem, if that's slated.

I'm sorry, Bob, I couldn't hear you.

I'm legal representative for shareholders and above Siemens and also a legal adviser to Aaron Siemen on this. And I could not -- when that slate issue came up. So Neil Siemen has also joined this because of the technical issue, we demand a revote on this slate question. The whole point of the discussion so far about the boat who owns what vote is to deal with individual directors. That's the whole point of this meeting.

Okay. The Counsel, James, I would ask for your transparent advice since we did make a motion and we follow through that process. What do you suggest to be?

There's a motion -- I don't see an issue of going separately and individually as directors. If that is the willingness of the meeting. And it sounds like the motion that was made Aaron -- what if its second go [indiscernible]. And given the fact that maybe not significant number of votes represented here at the meeting. I think it's fair to allow them to have the director of [indiscernible]. So I don't see an issue with going back to the motions here and voting each individual director individually and tabulating those.

Okay. All right. let's do that. So we'll rewind a bit and go back and we will just name each director and ask for but by show of hands on each...

Received nominations for the slate. Now you're permitting individual voting for each directive as is permitted by also...

Correct. All right. Let's start with Gregory Wong. So all those in favor -- all that's apposed. All right.

If you want to do that by ballots you get the numbers [indiscernible].

How exactly will we handle the ballot with the virtual -- just a point of order process.

I have the appointment of it right here, [indiscernible] limited by [indiscernible] So the [indiscernible]

Will represent the proxies of those in-person voting.

Is that vote proxy or ballot for all directors or just Greg.

Bob.

It's a vote by vote. Person by person.

Ballot for each one. So somebody there in the room, let me know when we're done with Greg, so we can progress.

[indiscernible]

Thank you. So I'm just trying to keep up a little not being there in the room. It makes it hard to follow up just a little bit.

[indiscernible] Yes. And this will be reporting. Yes. [indiscernible] yes, my understanding is Neilsen's votes -- were also voted against Greg as a director. And it doesn't seem like that's reflected in the dollar.

I didn't submit you as a proxy and attachment to those shares. Thanks.

Can you clarify, did you vote in your -- you didn't give Aaron the proxy, but online, did you vote against Greg or for Greg?

Against my wealth management, one of my management firms actually that holds those shares for some reason, didn't -- I don't know why it didn't have a system allowing for a proxy for that.

But you did vote against him.

Of course. Right.

And you're the former CEO of the company. Is that correct?

Yes. Are you the former -- are you the founder of the company? Yes, of course.

Let's can we stick to the process so we can move through this. We can have a discussion during the Q&A, please.

[indiscernible]

Gregory Wong, welcome to the Board. Do we need to go through this for every single everybody else? Do you want to vote by ballot? Or can we do a slate?

Everybody [indiscernible] reading the results.

All right. Thee next one is for me for Leonard Murphy...

[indiscernible] We have James, [indiscernible] for against this [indiscernible] against. And now on is [indiscernible].

Thanks. All right. I declare those nominated to have been duly elected as directors of the corporation to hold office until the next meeting of shareholders or until their successors are elected or appointed. As has been disclosed in our information circular and as we've just witnessed, the Board is aware that certain shareholders have indicated their intention to vote against and just did the direct nominees. I want to address that directly before we proceed any further, because I believe that shareholders deserve transparency. The Board renewal took place earlier this year was deliberate. The previous director has made their own personal decisions, not to stand for renomination. This board was constituted with a specific mandate to bring commercially relevant expertise capital markets, discipline and governance rigor to support where we are through an important inflection point in the company's development [indiscernible] briefly to my own nomination. I joined this Board as Chairman because I've spent nearly 2 decades studying advising and writing about the market research and insights industry -- the industry reserves. I understand this company's technology -- it's competitive positioning and the market dynamics. It's navigating better than most people outside it. I accepted the Chairman role with the clear purpose serve as a credible bridge between shareholder interest and management execution and to bring industry expertise to bear at a moment when that expertise can make a difference. The share price is not where any of us want it to be. I hold options in this company. I have direct personal financial interest in seeing this business succeed. The share price at the moment of strategic transition is not the only measure of Board effectiveness. I'd argue it is not the right measure at this particular moment. What shareholders deserve the Board to ask the right questions, holds management to measurable milestones and positions the company to deliver on the product launches that I believe will define the next chapter of this company's performance. That is what this Board intends to do. My role is chairs to represent all shareholders, including those who may vote against nominees today or just did -- it's not a sermonial position. It means holding management accountable establishing clear performance milestones I mean we have difficult conversations when the evidence requires it, I intend to do exactly that. We know the results, but I want to make sure that everybody hears that as we go forward from here. All right. I do want to acknowledge directly that the votes received for Greg Wong or for myself, do reflect a meaningful shareholder concern. The Board takes that seriously. I'll speak to those concerns during the shareholder questions period and committed to directing all conversation with shareholders about what this Board is doing and what will be held accountable for. Let's go to the appointment of auditors. Next item of business is the reappointment of auditors. The Board recommends the reappointment of BDO Canada as auditors record for the ensuing year with the directors authorized to fix the remuneration. The Chair will entertain a motion to approve this resolution.

I hereby move that BDO Canada [indiscernible] auditors of the corporation for the next annual meeting of shareholders and that recorded [indiscernible] to fix the auditors more ratio.

Do I have a second?

I second the motion.

All right. You've heard the motion as moved and seconded. Any discussion. All in favor? All opposed? Motion is carried. Item 6 amended stated security-based compensation plan. The next item of business is the approval of the mandated [indiscernible] security-based compensation plan as described in the information circular. This is a disinterested vote, meaning holders of options under the existing plan are not eligible to vote on this resolution. Do we have a motion?

[indiscernible] Mr. Chairman, the resolution [indiscernible].

Do I have a second?

I second. So I think by acclamation, we indicate this vote was not carried [indiscernible] level and also a -- that's correct.

Yes, I agree. So this -- the resolution approved the amended restated security-based compensation plan has not received the requisite majority of votes and therefore, it does not pass.

Just for proper governance, you sign up faster for that [indiscernible] outlook for management...

The Board does know the shareholder vote clearly and we'll act accordingly. The existing stock option plan remains in force. We will review the terms of the proposed amendment plan in light of shareholder feedback. And term of the appropriate path forward, which may include bringing a revised plan to shareholders at a subsequent meeting subject to TSX Venture exchange requirements. I want to be direct about this means practically, existing option grants continue to be valid. The Board will ensure that all outstanding matters related to the compensation arrangements are handled appropriately. All right. Is there any other business to transact? No. All right. As the formal business part of the meeting is over, the chair will entertain the motion that the meeting be terminated. Do we have a motion?

Mr. Chairman, I hereby move that the meeting be terminated.

All right. Do I have a second?

I second.

All right. All in favor. All opposed, I declare the motion carried. All right. We've completed the formal business of the meeting. I'll now open the floor to shareholder questions. If you'd like to speak, please use the raise hand function in Google Meet. I'll recognize you in the order hands and raise. Please direct your questions to me as Chairman. I will determine whether to respond directly or refer to management. I've asked that each speaker limit their remarks to 2 minutes so that all shareholders who wish to speak have the opportunity to do so. Before I take questions, I want to say something brief to all shares about where the Board believes really stands and where we are what we were focused on. RIWI is at a genuine reflection point -- I'm sorry, inflection point. Not fully caffeinated today. The company has been through a real transformation over the last 4 years. From a government-facing project-based data collection company to a platform business with 3 distinct business units in 3 significant product launches happening right now in this quarter. The share price does not reflect that trajectory. I acknowledge that plainly. What I can tell you is that the products launching this quarter, CoolTool, 2.0, verify human address the most urgent problems in the market research industry today, survey fraud and inability to access what people genuinely think versus what they say they think. No other company has both those capabilities integrated under a single platform. That is not a marketing claim. It is a structural advantage this Board intends to convert into commercial traction over the next few quarters. We have set specific milestones for Q3 2026. I intend to hold management accountable to them, and I'm committed to being accessible and transparent with shareholders throughout this process. With that, I welcome your questions. Anybody have any questions? All right. Sorry, was there anything or just -- No, all right. Well, hearing no further questions. I'll summarize the business transaction at today's meeting. The number of directors has been fixed at 5 for the ensuing year. The following 5 individuals have been duly elected as directors of RIWI Corp, Gregory Wong, Leonard Murphy, James Bowen, Marc Kazimirski, and AI Leong. BDO Canada has been reappointed as auditors, we record with the directors authorized to fix the remuneration. The resolution approved the amended and restated security-based compensation plan did not receive the requisite majority and did not pass. The Board will address this matter accordingly. I'm half of the entire Board, I want to thank all shareholders for your participation today. I'm personally available to any shareholders who wishes to engage with me directly. Please contact Travis Campbell, who will make the connection. We look forward to reporting on our Q3 2026 progress. Do I have a motion to terminate the Annual General Meeting? All right. The 2026 Annual General Meeting of RIWI Corp is hereby terminated. The time is 11:51 a.m. Eastern Time. We'll take a brief recess for reconvening the Board meeting in 10 minutes. Thank you, everybody.