Sphere 3D Corp. ($ANY)

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

Thank you very much, Lucas. Good morning, everyone, and welcome to this special meeting of the shareholders of SPE 3D Corp. My name is Duncan McEwan, and I'm Chairman of the Board. Also present with me today are current directors, Sue Harnett and Tim Henley, Kurt Calfrac, our Chief Executive Officer and Chief Financial Officer; and Tia Repos, our Chief Accounting Officer. . We are pleased to host the meeting through TSX Trust Company's virtual meeting platform accessible to all of our shareholders regardless of physical location. I officially call the special meeting to order and appoint Jason Mareski, Canadian Corporate Counsel to Ser to act as Secretary of the meeting; and Amy Kam of TSX Trust Company to act as scrutineer of the meeting. Only registered shareholders and duly appointed proxy holders of beneficial shareholders that have registered with TSX Trust Company who have signed in with their control number may vote and ask questions at this meeting. Proxy statement was mailed on or about April 17 of this year to shareholders of record as of the close of business on April 10, 2026. An affidavit, attesting to the commencement of such mailing has been provided by DF King & Company, and I hereby direct the Secretary to append the affidavit of mailing as Schedule A to the minutes of the special meeting. The company's bylaws provide that a quorum at the special meeting should consist of at least two persons present and holding or representing by proxy, not less than 33 1/3% of the total number of outstanding common shares having voting rights at the special meeting. The scrutineer has provided a report indicating that a quorum of shareholders is present. The exclusion of this report on quorum is available for inspection by any shareholder following the special meeting. Due notice having been given and a quorum being present, I declare the special meeting of shareholders to be regularly called and properly constituted for the transaction of business. On March 5, 2026, See, S3D Acquisition Corp, which is a wholly owned subsidiary sphere and Cathedra-Bitcoin Inc. entered into an arrangement agreement pursuant to which on the terms and subject to the conditions set forth therein, Sphere agreed to acquire Cathedra in a stock-for-stock transaction, subject to satisfaction of certain closing conditions, including, among others, the approval of a majority of the votes cast by shareholders of Sphere present in person or by proxy at this special meeting of the share issuance proposal, the Board size proposal and each of the director nominees of the director election proposal. As each such proposal is described in the proxy statement mailed to you in connection with this special meeting. Additionally, such arrangement with Cathedracannot be consummated unless the incentive plan proposal described in such proxy statement is also approved by a majority of the votes cast by shareholders of Sphere present in person or by proxy at the special meeting if they waived the condition. Importantly, completion of this arrangement is not conditional on the approval of the consolidation proposal by Spears shareholders at this special meeting. as described in the forementioned proxy statement. Moreover, the effectiveness of the consolidation proposal is not conditioned upon the approval of any other proposal to be voted on today at this special meeting. The consolidation proposal requires the affirmative vote of at least 66 2/3% of the votes cast in person or represented by proxy at the special meeting to be approved. So we will now proceed to the business of the special meeting, which is, one, to pass an ordinary resolution to approve the issuance of the consideration securities to be issued to the theater shareholders and cathedral convertible security holders in exchange for Cathedrashares and catheter convertible securities in connection with the arrangement in accordance with NASDAQ Stock Market Listing Rule 5635A. Subject to the approval of the share issuance proposal and effective upon the consummation of the transactions that are set forth in the arrangement agreement to pass an ordinary resolution to approve the fixing of the number of directors within the minimum or maximum number of directors prescribed on the partner of the articles of amalgamation of Sphere to 5 directors as of the date the transaction set forth in the arrangement agreement are consummated. Number three. Subject to approval of the Board size proposal and effective upon consummation of the transactions set forth in the arrangement agreement to pass an ordinary resolution to approve the election of five nominees as directors of the new Sphere Board, effective immediately following the consummation of the transaction set forth in the arrangement agreement. Four, to pass an ordinary resolution to approve an amendment to the Sphere 3D Corp 2025 performance incentive plan to increase the number of common here common shares available for issue under that incentive plan. From 639,252 to 2,139,252, an increase of 1.5 million shares to, among other things, issued the replacement options and replacement RS views pursuant to the terms of the arrangement agreement. Five, to pass a special resolution to approve an amendment to the articles of amalgamation of sphere to potentially consolidate Spie's common shares on a one-fee common share for up to 5 common share basis to become effective at an exact ratio and at a date to be determined by the Sphere Board if at all. If you are voting at the special meeting, we will conduct such votes on the matter before us by a poll. In a poll, registered shareholders, their duly appointed proxy holders or duly appointed proxy holders of beneficial shareholders are entitled to vote on the matter and each has one 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 when you 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 vote. There will be an opportunity for shareholders to ask questions relating to the business brought before the special meeting through the online platform. Questions can be submitted at any time during the meeting and will be answered in the order received. Questions and answers to questions will be posted on our website following the special meeting. To submit a question, select the messaging tab at the top of the screen and into your comment or question in the Ask a Question box at the top of the messaging screen. 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 special meeting and will also be filed on EDGAR and SEDAR within four business days of this 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. So proposal 1, the first item of business is to pass an ordinary resolution to approve the issuance of the consideration securities to be issued to the theater shareholders and catheter convertible security holders in exchange for cetershares and Cathedral convertible shares in connection with the arrangement. As Chair, I propose the following motion: to pass an ordinary resolution to approve the issuance of the consideration securities to be issued to Kathee shareholders and Cathedral convertible security holders in exchange for catheter shares and Cathedral convertible securities. In connection with the arrangement as outlined in the proxy statement. This resolution must be passed by a majority of the votes cast by shareholders present in person or by proxy at this meeting. Are there any questions? If there are no further questions, please cast your votes on the share issuance proposal before we move on to the Board size proposal. Please vote on the share issuance proposal now. [Voting]

Item 2. The next item of business is to pass an ordinary resolution to approve the fixing of the number of directors to 5 directors as of the effective time of the arrangement. As Chair, I propose the following motion: Subject to the approval of the share issuance proposal and effective upon the consummation of the transaction set forth in the arrangement agreement to pass an order resolution to approve the fixing of the number of directors within the minimum and maximum number of directors prescribed under the current articles of amalgamation sphere to 5 directors as of the effective time of the arrangement as outlined in the proxy statement. This resolution must be passed by a majority of the votes cast by shareholders present in person or by proxy. Are there any questions? If there are no questions, please cast your votes on the Board side proposal before we move on to the director election proposal. Please vote on the Board size proposal now. [Voting]

Item 3. The next item of business is to pass an ordinary resolution to approve the election of 5 Director nominees who will serve as directors of the Board immediately following the effective time of the arrangement. The director nominees are Timothy P. Hanley, who will serve as Chairman of the Board, if duly elected; Joel Block, Marcus tent, Kurt Kallish and Nicolas Gates. As Chair, I propose the following motion: Subject to approval of the Board size proposal and effective upon consummation of the transaction set forth in the arrangement agreement to pass an ordinary resolution to approve the election of the 5 aforementioned is as directors of Sphere effective immediately following the consummation of the transaction set forth in the arrangement as outlined in the proxy statement. This resolution must be passed by a majority of the votes cast by shareholders present in person or by proxy at this meeting. Are there any questions? If there are no questions, please cast your votes on proposal 3 before we move on to proposal 4. Please vote on the director election proposal now. [Voting]

Proposal 4. The next time of business is to approve an -- next is to pass an ordinary resolution to approve an amendment to the SLE 2025 performance percentive plan to increase the number of common shares available for issuance thereunder. As Chair, I propose the following motion to pass an ordinary resolution to approve an amendment to the STE 2025 performance incentive plan to increase the number of Sphere common shares available for issuance under the Spirit incentive plan for 63,250 to 2,139,252il, which is an increase of 1.5 million shares. Two, among other things, issue the replacement options and replacement RSUs pursuant to the terms of the arrangement agreement as outlined in the proxy statement. This resolution must be passed by a majority of the votes cast by shareholders in person or by proxy at this meeting. Are there any questions ? If there are no questions, please cast your votes on proposal 4 before we move on to propose -- please vote on the incentive plan proposal now. [Voting]

The final item of business is to pass a special resolution to approve an amendment to space articles of amalgamation to potentially consolidate Sphere common shares on a OneSphere common share for up to 5 to a common shares basis. with the exact ratio and a date that such consolidation may be implemented to be determined by the Board of Directors of Sphere if at all. As an important reminder, the completion of the arrangement with Cathedra is not conditioned on the approval of the special resolution by shareholders. And the effectiveness of this proposal is not conditioned upon the approval of any other proposals voted on today at this special meeting. As Chair, I propose the following motion: to pass a special resolution to approve an amendment to the articles of amalgamation of sphere to potentially consolidate Star's common shares on a 1 3-year common share for up to 5 common shares basis. To become effective at an exact ratio and at a date to be determined by the Sphere board, if at all, as outlined in the proxy statement. This resolution must be passed by not less than 66 2/3% of the votes cast by shareholders present in person or by proxy at this meeting. Again, are there any questions? If there are no questions, please cast your votes on proposal 5. Please vote on the consolidation proposal now. [Voting]

So for those of you who have not voted on all of these resolutions, please do so now as will shortly close the poll. I will close the poll on all resolutions in 10 seconds to allow online viewers to catch up. The polls are now closed. We have received the preliminary scrutineer's report, and it shows all resolutions have been carried. And as there is no further business to be brought before the special meeting, I declare that this special meeting is terminated. This concludes the announced formal items on this agenda. Thank you all for attending today's special meeting and for your continuing support of Sphere 3D Corp.

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