Water Ways Technologies Inc. (WWT) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the Annual and Special Meeting of the Water Ways Technologies, Inc. Shareholders Conference Call. [Operator Instructions]. And I would now like to turn the conference over to Daniel Bloch. Please go ahead, sir.

Thank you. As mentioned, my name is Daniel Bloch. I am Legal Counsel of Water Ways Technologies, Inc., and it's my pleasure to welcome you to the Annual and Special Meeting of Shareholders of Water Ways Technologies, Inc., which will also be referred to as the company throughout this meeting. We will now conduct various formal matters describing the management information circular, and the meeting will now come to order. I will act as Chairman of the meeting, and Dor Sneh will act as secretary of the meeting. Before we begin with the business of the meeting, I have a few housekeeping details to mention. With the consent of the meeting, I will appoint Arlene Arellano of Computershare Trust Company, the company's registrar and transfer agent and as the scrutineer. The next item of business is, it relates to notice of the meeting. The notice of the meeting was sent to all shareholders of record as of November 26, 2022. Proof of service of the notice calling the meeting, management information circular and form of proxy have been provided by the company's transfer agent and filed with the secretary. And I direct that a copy of each of these with proof of service be retained by the secretary with the records of the meeting and attached to the notice of the meeting. I'm advised by the scrutineers that there are present at this meeting in person or represented by proxy 42 shareholders holding 57,953,353 shares out of the 145,970,346 shares that were outstanding as of the record date. This number represents 39.70% of the issued and outstanding shares of the company. A quorum of shareholders are therefore present, and I propose to proceed with the business of the meeting. Scrutineers report on attendance will be provided to the secretary of the meeting and incorporated in the minutes of this meeting. Before commencing business of the meeting, I'd like to comment on the voting procedure, voting conducted by oral voice voting. Any person present entitled to vote in person may answer to the voting requirements. On behalf of the Board, I'm placing before the meeting the audited consolidated financial statements of the company for the year ended December 31, 2021, and the auditor's report thereon. A copy of this report was sent to shareholders who request them. I direct the copy of the audited consolidated financial statement for the year ended December 31, 2021, be attached to the minutes of the meeting. We will now proceed with the resolution to fix the Board at 5. The resolution is described in the management information circular of the company dated November 28, 2022. Mr. Jaegermann, could I get you to move a resolution to fix the Board at 5 as set out in the management information circular?

I second.

You're going to -- are you going to move it?

I move it. I move it. Sorry, I'll move it.

Okay. Then, thank you very much. Mr. Sneh, would you second that motion?

I second.

All in favor, please say yes. [Voting]

Yes.

Yes.

Motion carried. It is now in order to proceed with the election of the directors. Mr. Jaegermann, would you be willing to nominate Ohad Haber, James Lanthier, Yehuda Doron, Nitin Kaushal and yourself, Ronnie Jaegermann, as directors of the company to hold office for the ensuing year or until their successors are elected or appointed?

Yes.

I declare nominations closed. I will now put the [ resolution ] to the meeting. All those in favor of the election of Mr. Ohad Haber, James Lanthier, Yehuda Doron, Ronnie Jaegermann, Nitin Kaushal, please say yes. [Voting]

Yes.

Yes.

Motion carried. I declare these nominees to be duly elected directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected. Next item of business is the appointment of auditors. Mr. Jaegermann, would you be willing to move that BDO Ziv Haft Consulting and Management Limited be appointed auditors of the company until the next Annual Meeting of Shareholders and authorize the director to fix their remuneration?

I move it.

Dor. Mr. Sneh, would you be willing to second the motion?

I second.

All in favor, please say yes. [Voting]

Yes.

Yes.

Motion carried. I'll now move to the special business before the meeting. There's only one item in the special business, and that is the approval of the company's stock option plan as described in more detail in the management information circular of the company dated November 28, 2022. Mr. Jaegermann, would you move the resolution to approve the company's stock option plan as set out in the management information circular be approved?

I move the resolution.

Mr. Sneh, would you second the motion?

I second the motion.

I now put the resolution to the meeting. All those in favor, please say yes. [Voting]

Yes.

Yes.

Motion carried. Mr. Jaegermann, could I get you -- would you be willing to move the termination of the meeting?

Yes, I'll move the termination.

Mr. Sneh, would you second the motion?

I second.

All in favor, please say, yes. [Voting]

Yes.

Yes.

Motion carried. This terminates our meeting. Thank you, everybody, for your time. All the best in this holiday season.

Bye-bye.

Thank you.

Ladies and gentlemen, this does conclude your conference call for this afternoon. We would like to thank everyone for their participation and ask you to kindly disconnect your lines.