Sphere 3D Corp. (ANY) Earnings Call Transcript & Summary

Welcome to the Special Meeting of Shareholders of Sphere 3D Corp. Please note this meeting is being recorded. I would like to introduce Duncan McEwan Chair of the Board of Sphere 3D Corp. Mr. McEwan, the floor is yours.

Thank you very much. Good morning, everyone, and welcome to the special meeting of the shareholders of Sphere 3D Corporation. My name is Duncan McEwan, and I am Chairman of the Board. Also present at the meeting are directors, Su Harnett and Tim Hanley and our CEO, Kurt Kalbfleisch. We're pleased to host the meeting through TSX Trust Company's virtual meeting platform, accessible to all our shareholders regardless of physical location to participate, submit questions and vote. I officially call the meeting to order and appoint Jason Meretsky, Canadian Corporate Counsel to act as Secretary of the meeting and Amy Kam of TSX Trust Company to act as scrutineer of the meeting. Only registered shareholders who have signed in with their control number may vote and ask questions at the meeting. A notice describing how to access the company's proxy materials over the Internet, and how to request a paper copy of the proxy materials was mailed on December 5, 2025, to the registered shareholders of record as of November 24, 2025. A declaration attesting to such mailing has been provided by the TSX Trust Company and I hereby direct the Secretary to append the declaration of mailing as Schedule A to the minutes of this meeting. The company's bylaws provide that a quorum of the meeting shall consist of at least 2 persons present and holding or represented by proxy not less than 33.3333% of the total number of outstanding common shares having voting rights at the meeting. The scrutineer has provided a report indicating that a quorum of shareholders is present. The scrutineer's report, our quorum is available for inspection by any shareholder following the meeting. Due notice having been given and a quorum being present, I declare this special meeting of shareholders to be regularly called and properly constituted for the transaction of business. The business of this meeting is: one, the approval of the warrant inducement transaction; two, the approval of potential name change of the company; and three, the approval of adjournments or postponements of the meeting or to transact such other business as may be properly brought before the meeting. We will conduct the votes on the matters before us by a poll. In a poll, each registered shareholder or their duly appointed proxy holder is entitled to vote on the matter and has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time, click the voting button on the left menu on your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting of your vote. There will be an opportunity for shareholders to ask questions on each resolution in turn. To submit a question, click the ask a question button on the left menu of your screen and type your question in the text box. Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be announced at the meeting and also will be filed on EDGAR and SEDAR within 4 business days. We will run through each of the items on the agenda in turn, responding to questions on that item of business while it is before the meeting. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the voting button in order to cast your votes. If you have already submitted your votes in advance and do not wish to change your vote, you do not need to take further action. The first item of business is to approve the warrant inducement transaction. As Chair, I propose the following motion: that the shareholders pass a resolution to approve the warrant inducement transaction, as outlined in the proxy statement on Pages 9 through 11. This resolution must be passed by a majority of the votes cast in person or by proxy. Are there any questions? If there are no questions, I will move to the next item. Please cast your votes on item 1 before we move on to Item 2. [Voting]

The next item of business is to approve a potential name change of the company. As Chair, I propose the following motion: that the shareholders pass the resolution to approve a potential name change of the company, as outlined in the proxy statement on Pages 12 through 13. This resolution must be passed by not less than 2/3 of the votes cast in person or by proxy. Again, are there any questions? If there are no questions, please cast your votes on item 2 before we move on to item 3. Please vote now. [Voting]

The final item of business is to approve adjournments or postponements of the meeting or to transact such other business as may be properly brought before the meeting. As Chair, I propose the following motion, that the shareholders pass a resolution to approve adjournments or postponements of the meeting and to transact such other business as may be properly brought before the meeting, as outlined in the proxy statement on Page 14. This resolution must be passed by a majority of the votes cast in person or by proxy. Are there any questions? If there are no questions, please cast your votes on item 3. [Voting]

For those of you who have not voted on all of the resolutions, please do so now as I will shortly close the poll. I will close the polls on all resolutions in 10 seconds to allow online registered viewers to catch up. The polls are now closed. We have received the preliminary scrutineer's report and it shows that all resolutions have been carried, and as there is no further business to be brought before the meeting, I declare that this meeting is terminated. Thank you very much.

Thank you for attending today's meeting. You may now disconnect.