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

Okay. It's 9:02 a.m., we are going to start. My name is Daniel Bloch. I am Legal Counsel of Waterways Technologies. It is my pleasure to welcome you to the Annual and Special Meeting to Shareholders of Waterways Technologies, Inc., which will also be referred to as a company throughout this meeting, and the meeting will come to order. I will act as Chairman of this meeting and Asi Levi, CFO of the company, 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. 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 January 3, 2025. Proof of service of the notice calling the meeting, the management circular and form of proxy have been provided by company's transfer agent and filed with the Secretary. 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 minutes of the meeting. I'm advised by the scrutineers that there are present at the meeting in person or represented by proxy, 28 shareholders holding 42,320,258 shares, which represents 28.44% of the issued and outstanding shares of the company, Quorum of shareholders are therefore present, and I propose to proceed with the business of the meeting. Scrutineer's report on attendance will be provided to the Secretary of the meeting and incorporated into the minutes of the meeting. Let me explain to you how the shareholder voting will occur. Mr. Asi Levi, Mr. Ohad Haber have received the proxies to vote on behalf of the 42,320,258 votes as per their instructions. There being no other registered shareholders present, I will advise the meeting that we have all the votes approved for all the motions to be put before the shareholders. Nonetheless, we are going to attend to the formal matters at this meeting by going through each resolution one by one. Prior to that, on behalf of the Board, I'm placing before the meeting, the audited consolidated statements of the company for the year ended December 31, 2023, auditors' report thereon as well. Copy of the financial statements and the auditor's report was mailed to all shareholders of the company who requested them and not proposed to read them. I direct the copy of these reports and financial statements and the auditor's report for December 31, 2023, be attached in a minute of a meeting. We will now proceed with the resolution to fix the size of the Board at 5. The resolution is described in the management's information circular, dated January 6, 2025. Mr. Levi, can I have a motion to move that the resolution -- to fix the Board at 3 and to authorize the Board at its sole discretion to increase the number of directors on the Board from 3 to 4 at any time after the meeting and prior to the next Annual Meeting of Shareholders, all is set out in the management information circular and that such resolution can be approved. Mr. Asi?

Yes. Yes.

Mr. Haber, can you please second the motion?

Yes, yes. Sure.

Okay. I now put the resolution to the meeting for vote since we have all the votes in the proxies voting in favor, the motion is now carried. It is now in order to proceed with the election of directors. Mr. Levi, I require a resolution nominating Ohad Haber, Yehuda Doron and Ronnie Jaegermann as directors of the company to hold office for the ensuing year or until their successors are elected or appointed. May I have such a resolution?

Yes, you may.

Okay. I declare the nominations closed. Mr. Ohad, will you second that resolution?

Yes, sir.

I put that resolution is now going to be voted and the proxies are all in favor or majority are in favor, and therefore, the resolution is passed. The next item of business is the appointment of auditors. Mr. Levi, I need you to move that BDO Ziv Haft Consulting and Management be appointed auditor of the company until the next Annual Meeting of Shareholders and to authorize the directions to fix their remuneration. Do I have such a resolution?

Yes, you do.

Mr. Haber, will you second that resolution?

Yes.

A majority of the proxies have voted in favor. I declare such resolution passed by a majority. I will now move to the special business before the meeting, being the approval of the company's stock option plan resolution as described in great detail in the management information circular dated January 6, 2025. Mr. Levi, could I please have a motion that the resolution to approve the company's stock option plan is set out in the management information circular be approved?

Yes.

Mr. Haber, do you second that motion?

Yes.

Majority of the votes of the proxies being in favor of the approval of stock option plan, such motion is passed. I would now ask Mr. Levi to provide me with a motion to terminate the meeting. There being no further business. Mr. Levi, do you so move?

Yes.

Mr. Haber, do you second that motion?

Yes.

The majority of the proxies being voted in favor of termination of the meeting. I now declare the meeting terminated, and wish everybody good luck, and thank you very much for attending. This brings the meeting to an end.

Thank you, Daniel. Thank you, everyone.

Thanks to you, Daniel.

Thank you to you, Computershare. Bye-bye.