Vecima Networks Inc. (VCM.F) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General Meeting of Shareholders of Vecima Networks Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person, in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During today's meeting, members of the Corporation's management team may make certain forward-looking statements concerning the Corporation's business, financial conditions or results of operations, which are subject to uncertainties. Actual results may differ materially from those anticipated in such forward-looking statements because of various factors, including those discussed in the Corporation's most recent management discussion and analysis. Forward-looking statements are based on beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. It is now my pleasure to turn today's meeting over to the CEO and President of Vecima Networks Inc. Mr. Sumit Kumar, the floor is yours.

Ladies and gentlemen, the 2025 Annual General Meeting of Vecima Networks, Inc. will now come to order. My name is Sumit Kumar. I'm the CEO and President of the Corporation, and I will act as chair of this meeting. Bjorn Roos, the Corporation's Corporate Secretary, will act as Secretary; and Olivia Craven of Computershare will act as scrutineer. This AGM is taking place via live webcast. There will be an opportunity for questions once we've completed the formal business of the meeting. As a matter of procedure, only registered shareholders and duly appointed proxy holders who've been properly registered with Computershare in advance of the meeting may vote or submit questions or comments through the meeting platform. Beneficial shareholders attending as guests may listen to the webcast, but will not be able to vote or submit questions. During the meeting, we will address questions that are procedural in nature or that relate directly to the matters being submitted to shareholders for approval today. We will make reasonable efforts to respond to all such questions received before the meeting is adjourned. However, if we're unable to address a question during the live webcast, we will endeavor to follow up after the meeting as appropriate. Questions or objections may be submitted using the Q&A feature provided on the meeting platform. It's expected that nonregistered shareholders attending this meeting have already registered their voting preferences, in advance, through their brokerage or bank. If you are a registered shareholder and you've already voted by proxy, you do not need to vote again, unless you wish to change your vote. In addition to shareholders and proxy holders, guests may attend this meeting. I welcome all guests. However, I'd like to remind them that they do not have a legal right to vote on any resolution and are not entitled to object or ask questions. We have the following matters of business to conduct today: one, the presentation of the financial statements; two, the appointment of Ernst & Young LLP as the Corporation's auditors; three, the election of directors; four continuation of the Corporation's stock option plan and the approval of unallocated options; five, continuation of the Corporation's performance share unit plan and the approval of all unallocated units; and six, any other business that may properly come before this meeting. I now ask that the 2025 Annual General Meeting of Shareholders come to order. The secretary is tabled for inspection by any shareholder or proxy holder, a confirmation that the notice calling this meeting was mailed to shareholders in accordance with the bylaws of the corporation and applicable law. With the consent of the meeting, the reading of the notice of this meeting will be dispensed with, and I'll ask the secretary to append the confirmation of mailing to the minutes of this meeting as a schedule. The Secretary will now read the scrutineer's interim report. A copy of the scrutineer's final report will be made available after the meeting. Mr. Secretary, please proceed.

Thank you, Sumit. The scrutineers' interim report reads as follows: 0 shareholders in-person are presenting 0 shares; 24 shareholders by proxy, representing 15,368,180 shares; 24 total shareholders, voting 15,368,180 shares. Total issued and outstanding as at December 12, 2025, 24,314,594 shares. Percentage of outstanding shares represented at the meeting, 63.21%.

Okay. Thank you. Your honor I adopt the scrutineer's interim report and declare accordingly that a quorum is present. As there is a quorum present and as adequate notice of this meeting has been given, I now declare the meeting to be regularly called and properly constituted for the transaction of business. I'll now present the financial statements of the corporation for the fiscal year ended June 30, 2025, and the report of the auditors thereon, which were mailed to applicable shareholders prior to this meeting. Copies of the circular, the financial statements and other meeting materials are available on the Corporation's website and the Corporation SEDAR profile. I direct that the Secretary now table the same. If there are any questions which any shareholder would like to ask in respect of the financial statements and the report, I'd now be glad to answer them or call on others to do so. As there are no questions, I'll proceed to the next item of business. The next item of business before the meeting relates to the appointment of auditors of the corporation. I now move that Ernst & Young LLP chartered professional accountants be appointed as auditors for the corporation for the ensuing year and that the directors be authorized to fix their remuneration. Who will second the motion?

I second the motion.

Is there any discussion on this motion? Okay. All those in favor of the motion, please signify that by approval using the meeting platform. And those against likewise use the meeting platform to signify that. I declare that the motion -- the resolution is duly carried. I shall now proceed with the nomination of directors. This meeting is now open for nominations for election as a director for the ensuing year. I will now read the names of the persons nominated as directors, as listed in the Corporation's Information Circular. Dr. Surinder Kumar; Mr. Sumit Kumar, Mr. James A. Blackley; Mr. Scott Edmonds, Mr. Samuel Chernak; and Mr. David Rowat. The Corporation has received the written consent of each of these nominees to act as Director of the Corporation. Are there any further nominations? Okay. If there are no further nominations. I'll declare that nominations are closed. I declare the nomination closed. Since the number of nominees is the same as the number of vacancies to be filled, I now move that the persons nominated for election as directors be elected as directors of the corporation to hold office until the next Annual General Meeting. Who will second the motion?

I second the motion.

Is there any discussion on this motion? Okay. All those in favor of this motion, please signify this by your approval using the meeting platform and those against likewise use the meeting platform. I declare this resolution duly carried. The next item of business before the meeting relates to the continuation of the Corporation's stock option plan and the approval of all unallocated options thereunder until December 16, 2028. Unless there is an objection, we will dispense with reading the full text of the resolution, the full text of which is set out in the management information circular dated as of November 17, 2025. And I now move to approve the continuation of the Corporation's stock option plan and approve all unallocated options thereunder until December 16, 2028, as set out in the management information circular. Who will second the motion?

I second the motion.

Is there any discussion on this motion? Okay. All those in favor of the motion, please signify that by the approval of using the meeting platform and all those against also using the meeting platform.

I declare that this resolution is duly carried.

The next item of business before the meeting relates to the continuation of the Corporation's performance share unit plan and the approval of all unallocated units thereunder until December 16, 2028. Unless there is an objection, we will dispense with the reading of the full text of the resolution, the full text of which is set out in the management information circular, dated as of November 17, 2025. Okay, if you have no objections. I now move to approve the continuation of the Corporation's performance share unit plan and approve all unallocated units thereunder until December 16, 2028, as set out in the management information circular, who will second the motion?

I second the motion.

All those in favor of this motion, please signify this by using -- by your approval using this meeting platform, and those against also use the meeting platform. Okay. I declare this resolution duly carried. That concludes the formal items of business for the meeting, and I now propose that the meeting be concluded, unless there is any further business. If you like to raise any further business at this meeting, you can do so now. Okay. Now that all further business has been addressed, I now declare the formal part of the meeting to be concluded. And I'll now provide an opportunity to ask any additional questions. Okay. Hearing we're seeing on the -- neither seeing on the portal or hearing any further questions, I now consider that the meeting to be concluded. Thank you for your attendance and hope that you have a good day. Thank you.

This concludes the meeting. You may now disconnect.