Sangoma Technologies Corporation (SANG) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Annual General and Special Meeting of the Shareholders of Sangoma Technology Corporation. I'm Charles Salameh, Chief Executive Officer of Sangoma Technologies. And at the meeting today, we have management represented by Larry Stock, our Chief Financial Officer; Jeremy Webb, our Chief Operating Officer; and Samantha Reburn, our Chief Legal and Administrative Officer. On behalf of the Board, I'd like to thank those shareholders who have chosen to attend the meeting today and those who submitted their proxies in advance. For the purpose of today's meeting, please note the following. Questions during the formal part of the meeting in respect of a motion or procedural matter can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. I would simply like to remind all those present that this is a meeting of the shareholders of Sangoma and that although other persons are present whom we are pleased to welcome at the meeting, only shareholders or their proxies are entitled to participate in the business of the meeting and to vote or ask questions. Please note, there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxy holder, guests will not be permitted to ask questions. Questions will be only addressed regarding procedural matters or directly related to the motions before the meeting. For the purpose of the meeting today, voting on the matter before the meeting will be conducted by electronic ballot. We will now open the voting for all resolutions before the meeting, and voting will remain open until shortly after the last resolution is presented. The polls will now appear on your screen or requesting you to register your votes. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the voting cutoff. We will be following the agenda for the meeting provided to you in your meeting materials as more particularly described in our management information circular dated November 11, 2025, which was previously sent to all shareholders. First, we will call the meeting to order and go through some additional procedural matters. Then we have 4 matters of business to conduct today being the presentation of the financial statements, the election of the directors, the appointment of the company's auditors and the approval of Sangoma's amended and restated Omnibus equity plan. I will now call the meeting to order. The meeting has been convened pursuant to the resolutions of the Board of Directors and in accordance with the company's bylaws. I will act as Chair of this meeting. I hereby appoint Samantha Reburn's, Sangoma's Chief Legal and Administrative Officer, to act as Secretary of the meeting; and Bryce of Odyssey Trust to act as the scrutineer. The Secretary has confirmed that the management information circular describing the matter to be considered today, the notice of this meeting and the form of proxy were mailed to each shareholder of record as of November 11, 2025, the record date for the meeting. We have received an affidavit of mailing from our transfer agent, and I will ask the Secretary to keep a copy of it with the minutes. Unless there is an objection, I will dispense with the reading of the notice of the minutes. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting and I have been advised by the scrutineer that the required quorum being 2 persons present and entitled to vote at the meeting is present. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. When the formal report of the scrutineer is available, it will be kept with the minutes of the meeting. Before starting the business of this meeting, I have the following comments on the voting procedure. Each shareholders are entitled to 1 vote for each share held by that shareholder. We will conduct each vote by way of electronic ballot of the meeting center platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to the proxy voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the voting cutoff. To facilitate the meeting, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Registered shareholders and duly appointed proxy holders may make comments specific to these motions prior to the vote. We will now proceed to the first item of business for the meeting and present Sangoma's audited financial statements for the fiscal year ending June 30, 2025, together with the report of the auditors thereon. Shareholders do not have to take any action regarding these financial statements, but a copy of the financial statements was made previously available to shareholders and additional copies are available upon request. If we move to the election of directors. The next item of business is the election of the directors. The number of directors to be elected at the meeting is set. The management information circular sent to shareholders with the notice of this meeting contains information about each of the individuals who will be nominated by the company for election as directors. I confirm that all nominees of management are eligible for election. In addition to myself, nominees for election are Allan Brett, Al Guarino, Marc Lederman, Joanne Moretti, April Walker, Norman Worthington. If elected, these nominees will hold office until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. Sangoma has adopted a majority voting policy related to the election of directors. Details regarding this policy are provided in the management circular information circular -- under the policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of these nominees would have to tender their resignation under the policy. I've been advised that no other nominees have been made in accordance with Sangoma's advanced notice bylaw. I will now ask Larry to move and Jeremy to second a formal motion for the election of each of the 7 persons nominated as directors for the company.

Charles, I will fill in as Larry has lost power. I move that each of the 7 persons nominated to be elected as directors of Sangoma to hold office until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Mr. Chairman, I second the motion.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the directors of the company. Sam, have we received any questions?

We have not received any questions with respect to the election of the directors of the company.

Thank you. If there are no further questions, we will move to the next matter to be voted on. The next item of business is the appointment of the independent auditors of the company. If Larry still lost power, Sam, can you please take his position?

Yes. I move that KPMG LLP be appointed the independent auditors of the company to hold office until the close of business at the next Annual Meeting of Shareholders or until its successor is duly appointed and that the directors of the company be authorized to fix their remuneration.

I second the motion.

I'll now pause a moment to give shareholders an opportunity to raise any questions or comments with respect to the election of our auditors. Sam , do we have any questions in this matter?

We've not received any questions with respect to the election of the auditors of the company.

Thank you. If there are no further questions, then we will move on to the next matter to be voted on. The final item of business is to pass the resolution to approve the amended and restated Omnibus Equity Plan, the Omnibus Plan. A description of the Omnibus Plan along with the complete copy is set out in the management information circular. The form of resolution to be passed at this meeting, which I don't plan to read, is also set out in the management information circular. Larry or Sam, may I have a motion to approve the Omnibus Plan.

I move that the resolution regarding the amended and restated Omnibus Plan in the form set out in the management information circular be approved.

I second the motion.

I'll now pause once again to give shareholders an opportunity to raise questions or comments with respect to this resolution. Sam, have we received any questions?

We have not received any questions with respect to this resolution.

Thank you. If there are no further questions, we will move to the next matter to be voted on. As voting has been enabled for all previous motions, if you have not voted yet, please do so now online. You may vote for, withhold or against, as the case may be by following the instructions on the portal. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballot. . [Voting]

Electronic voting has now been closed. And I've been advised by the scrutineer that the preliminary vote report show that each of the proposed proposals presented for approval today have been duly passed. I declare that the nominees listed in the management information circular have been duly elected as directors of the company until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed that KPMG LLP has been appointed as the company's auditors for the ensuing year and that Sangoma's amended and restated Omnibus Plan has been approved. We will be reporting the final voting results in a press release as well as on SEDAR+ and EDGAR following this meeting. I would like to thank the directors for agreeing to stand for election and for the efforts and the contributions to the success of the company. That concludes the formal business brought before the meeting. I therefore declare the meeting to be terminated. On behalf of management and the Board of Directors, I would like to thank you once again for participating in the business of the meeting and for your interest in the company. We are now pleased to answer any questions that you may have with respect to the company, its financial statements and operations during the year. Please submit your questions to the web portal. Thank you. If there are no further questions, I would like to thank everyone for attending this meeting and for your support for the company. This concludes the meeting. Thank you very much, and have a good holiday.