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

Hello, and welcome to the Annual and Special Meeting of Shareholders of Water Ways Technologies Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will 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 Water Ways Technologies Inc, that you first obtain all required consents for the disclosure, recording, transfers and use of such personal information from all appropriate persons before your disclosure. During the meeting, we will accept questions pertaining to the meeting matters only. Any questions regarding the business of Water Ways Technologies Inc. should be referred to the Water Ways Technologies Inc. directly after the meeting. It is now my pleasure to turn today's meeting over to Daniel Bloch. Mr. Bloch, please go ahead.

Thank you very much. My name is Daniel Bloch and I'm Legal Counsel of Water Ways Technologies Inc. My pleasure to welcome you to the Annual and Special Meeting of Shareholders of Water Ways Technologies, which will also be referred to as the company throughout this meeting. Meeting is now going to come to order. I will act as Chairman of this meeting, and Ronnie Jaegermann 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 Dale Loyol of Computershare Trust Company, the company's registrar and transfer agent as the scrutineer. The next item of business relates to the notice of the meeting. Notice of the meeting was sent to all shareholders of record as of the close of business on November 24, 2023. Proof of service of the notice calling the meeting, the management information circular and form proxy have been provided by the company's transfer agent 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 record of the meeting attached to the minutes of the meeting. I'm advised by the scrutineer that there are present at this meeting in person or represented by proxy 46 shareholders holding 62,967,155 shares, which represents 42.32% 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 into the minutes of this meeting. Before commencing the business of the meeting, I'd like to comment on the voting procedure. Voting will be conducted today by oral voting with the proxies of the shareholders all given to Mr. Haber and Mr. Jaegermann and myself. Any person present who is entitled to vote in person or by proxy may require a specific vote, although I will mention to everybody here that given the overwhelming positive votes that have been received by the proxies, all share resolutions will be passed. In view of the necessity of attending to various formal matters at this meeting, I have asked certain shareholders to confirm proposals and seconding of the various motions. On behalf of the Board, I'm placing before the meeting the audited consolidated statements of the company for the year ended December 31, '22, and the auditor's report thereon. A copy of these statements and the auditor's report was mailed to all shareholders of the company who requested them, has not proposed to read either of these items into the [indiscernible] record. I direct that a copy of the audited statements for the year ended December 2022 be attached to the minutes of the meeting. We will now proceed with the resolution to fix the size of the Board at four. The four resolution is described in the circular dated November 25, 2023. Mr. Jaegermann, can I get you to move that the resolution to fix the Board at four, all as more particularly set out in the management information circular be approved?

Mr. Chairman, I move that the resolution to fix the Board at four, all as more particularly set out in the management information circular be approved.

Thank you. Ohad, do you second the motion? Okay...

Yes.

Yes. Okay. Thank you. I was a bit [indiscernible], but, I heard it, and I seconded as well. Put the resolution to the meeting. All those in favor, say yes. [Voting]

Yes.

Ohad?

Yes.

Okay. Perfect. Thank you. Motion carried. The next item is to proceed with the election of Directors. It is now in order to proceed with the election of directors. Pursuant to the advanced notice policy previously adopted by the Board and ratified by shareholders at previous meetings, any additional director nominations for the meeting, must have been received by the company in compliance with the advanced notice policy. No such nominations were received by the company prior to such date, and therefore, management's nominees for election as set forth in the circular and that we will read out will shall be the only nominees eligible to stand for election. Mr. Jaegermann, can you please list the four directors nominated.

Yes. I nominate Ohad Haber, Jay Richardson, Yehuda Doron and Ronnie Jaegermann, myself.

As directors to hold office for the ensuing year, I declare the nominations closed. I now put the resolution to the meeting. Proxy holders, Ronnie and Ohad, do you vote in favor of such resolution? [Voting]

Yes.

Yes, Daniel.

I declare those nominated to be duly elected directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the appointment of auditors. Mr. Jaegermann, could you move the motion that BDO Ziv Haft Consulting and Management be appointed auditors until the next Annual Meeting of Shareholders?

I move that BDO Ziv Haft Consulting and Management Ltd. be appointed auditors of the company until the next Annual Meeting of the Shareholders and authorize the directors to fix their remuneration.

Thank you, Ohad, do you second that motion?

Yes, yes. I second the motion.

Wonderful. Thank you. All in favor? [Voting]

Yes.

Yes.

Okay. Motion has been carried. I will now move with the special business before the meeting. We will now proceed to approve the resolution approving the company's stock option plan. Again, all as more particularly described in the circular. Mr. Jaegermann, can I have the appropriate resolution?

Mr. Chairman, I move that the resolution to approve the company's stock option plan as more particularly set out in the management information circular be approved.

Mr. Haber, do you second the motion?

Yes, Daniel I may.

I now put the resolution to the meeting. All in favor? [Voting]

Yes.

Yes.

Motion carried. Stock option plan approved. Now we have two more items. Next item is the approval of the consolidation. The resolution regarding the consolidation is described in more detail in the circular dated November 25, 2023, Mr. Jaegermann, can I have the appropriate motion?

Mr. Chairman, I move that the resolution to approve the consolidation as more particularly set out in the management information circular be approved.

Mr. Haber, do you second the motion?

Yes, I am.

Putting the resolution to the meeting for a vote. All in favor? [Voting]

Yes.

Yes.

Motion carried. Last item on the agenda, the approval of the share issuance, and we will now move to proceed with the resolution to approve the issuance of 3,594,360 common shares, all as more particularly described in the circular. Mr. Jaegermann, can I get an appropriate resolution?

Mr. Chairman, I move that the resolution to approve the issuance of 3,594,360 common shares, as more particularly set out in the management information circular be approved.

Mr. Haber, do you second the motion?

Yes, Mr. Daniel.

Putting the resolution to the meeting, all in favor? [Voting]

Yes.

Yes.

Motion carried. That brings our meeting to the end. I now require a motion with Mr. Jaegermann to terminate the meeting.

Mr. Chairman, I move that the meeting be terminated.

Mr. Haber, do you second the motion?

Yes, I am.

I put the resolution to the meeting. All in favor? [Voting]

Yes.

Yes.

Motion carried. I declare the meeting terminated. Operator?

This concludes the meeting. You may now all disconnect.