WildBrain Ltd. (WILD.TO) Earnings Call Transcript & Summary

Hello. Welcome to WildBrain's Annual and Special Meeting of Shareholders. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed 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 WildBrain that you first obtained all required presents for the disclosure, recording transfer and uses such personal information from all appropriate person before your disclosure. I will turn the meeting over to the company.

Good morning, everyone. My name is Josh Scherba, President and CEO of WildBrain. Welcome, and thank you for attending our Annual and Special Meeting of Shareholders. Before commencing the formal business of the meeting, I'd like to name the other members of management also online here today. I'm joined by Nick Gawne, our CFO; and Mark Trachuk, our General Counsel and Secretary. I'll now hand the meeting over to Don Wright, Chair of WildBrain's Board of Directors.

Thank you, Josh. In accordance with WildBrain's bylaws, I will be chairing today's meeting. In the event I am disconnected as a result of technical issues, Mark Trachuk, our General Counsel and Corporate Secretary, will step in and assume the role of Chair of the meeting. As this meeting is being held virtually, I'd like to set out a few rules to provide an orderly conduct during the meeting. First, question in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service on the Computershare platform. Questions will only be addressed during the discussion period at the end of the meeting. Provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Questions which are not related to the meeting may be submitted to the company's Vice President of Investor Relations, following the meeting. If during the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as possible. We will now proceed with the formal portion of today's meeting. This meeting will now come to order. With the consent of the meeting, I will ask Mark Trachuk, our General Counsel and Corporate Secretary, to act as Secretary of the meeting. With the consent of the meeting, I will ask as Colleen Nielsen, our Computershare Investor Services act as scrutineer of this meeting to report on the number of shareholders virtually present in a number of shares represented virtually and by proxy, to tabulate the votes on any ballot taken and to report on those matters. On November 21, 2025, a notice calling the meeting, together with the management information circular describing the business of the meeting and the form of proxy were delivered to each shareholder of record as of November 13, 2025, the record date for the meeting. We have received an affidavit of mailing from Computershare Investor Services, and I ask that the secretary for a copy of it with the minutes. The scrutineer has provided me with the report on attendance, which confirms the requisite quorum is present at today's meeting. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. I will also direct that a copy of the notice circular form of proxy, together with a copy of the scrutineers' report on attendance of the meeting be annexed by the Secretary to the minutes of this meeting. Notice of the meeting hasn't been given in accordance with WildBrain's bylaws and a quorum being present, I declare the meeting to be duly convened and constituted for the transaction of the business for which it has been called. To make the best use of our time today, I will move each item, and I have been advised by Sean Smith and Kathleen Persaud, both proxy holders in attendance today, that they would be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action required. Only shareholders as of November 15, 2025, or their proxies are entitled to vote today. If you have already voted by proxy, you do not need to vote again during an online ballot as your previously submitted proxy will be counted for the purpose of the vote. Voting on the items of business today to come before today's meeting is being conducted by electronic ballot that is now available on our Computershare interface. We will be able to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. Voting will close approximately 30 seconds following the conclusion of the formal discussion. Once voting closes, our scrutineer will tabulate the results of the vote for each matter. The first item of business is the presentation of the audited consolidated financial statements of WildBrain for the fiscal year ended June 30, 2025, and the auditor's report thereon and the related management discussion and analysis. These documents were previously mailed to shareholders. I ask the secretary to note, these as having been presented to the meeting. We will proceed next with the matters requiring shareholder action today. Please be reminded that your vote can now be submitted by electronic ballot on the Computershare interface. The first item is the election of directors to hold office from today for the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As set out in our circular, which includes information on the respective background, 7 directors are elected today. The following individuals have been nominated: Youssef Ben-Youssef, Erin Elofson, Thomas McGrath, Rita Middleton, Josh Scherba, Jonathan Whitcher and Donald Wright. I move to elect these 7 persons as directors of WildBrain to hold office until the next Annual Meeting of Shareholders until their successes are elected or appointed. As advised earlier, I will take such motions as seconded. Questions on each matter, if any, will be addressed once all items of business have been moved. The next item of business is the reappointment of the auditor and the authorization of the Board of Directors to fix its remuneration. As set out in our circular, I will now move that PricewaterhouseCoopers LLP, be reappointed as the auditor of WildBrain until the next Annual Meeting of Shareholders or until a successor is appointed at the Board of Directors or committee therof be authorized to fix their remuneration. I take this motion as seconded. The next item of business is to consider and if deemed advisable, to approve the special resolution of the shareholders approving the amendment to the articles of the company in order to, among other things, eliminate the company's nonvoting shares and preferred voting shares. Re-delegate the common voting shares and variable voting shares as common shares, amend the right privileges and restrictions attached to the common shares and create an unlimited number of preferred shares, issuable in series, all as more particularly described in the circular for this meeting. The full text of the special resolution is set out in Appendix A through the circular. In order to become effective, the resolution must be approved by at least 2/3 of the votes cast by shareholders. Virtually present were represented by proxy and entitled to vote at the meeting and a majority of the votes cast by the shareholders. Virtually present or represented by proxy and entitled to vote at the meeting, excluding the votes attached to the shares that are beneficially owned by Fine Capital Partners LL -- not LLP but LP. Those folks must be excluded in accordance with the requirements of the TSX company manual. I move this special resolution set out in Appendix A to the circular, approving the amendment to the company's article be approved. I take such motion as seconded. The final item of business today is to consider that being advisable to approve an ordinary resolution of the shareholders approving all of the unallocated options restricted share units, performance share units and deferred share units under the company's amended and restated Omnibus Equity Incentive Plan, all as more particularly described in the circular for this meeting. The full text of the ordinary resolution as set out in Appendix D to the circular. In order to become effective, the resolution must be approved by at least a majority of votes cast by the shareholders virtually present or represented by proxy and entitled to vote at the meeting. I move that the ordinary resolution set out in Appendix D to the circular approving the unallocated awards under the company's amended and restated Omnibus Equity Incentive plan be approved. I take such motion as seconded. All motions haveing been tabled. There are now an opportunity for discussion and shareholder questions will be taken related to these motions. Mark, please read any comments or questions that need to be addressed.

There are no questions.

Okay. As there are no comments or questions to be addressed, the opportunity for that is now closed. You'll have 30 seconds to complete your ballot. As a reminder, you can vote for or withhold in respect of PricewaterhouseCoopers LLP as auditor and for or against each director nominee and the other resolutions and items of business. In 30 seconds time, your ballot will automatically be submitted. We'll now take a short recess while the scrutineer completes their vote passed by ballot. [Voting]

Mr. Chairman, the 30 seconds is up.

Okay. The scrutineer has now reported to me regarding the matters voted on. On a preliminary basis, I'm pleased to report that each of the 7 nominees have been elected as a Director of WildBrain and all motions put before this meeting have been passed. And as such, I declare all resolutions carried. I would ask that the scrutineer composite report regarding the results of voting on all business matters and results will be published on SEDAR and by press release. I am unaware of any further business to be brought before the meeting. And if there are any business being properly brought, I move to terminate this meeting and take such motion as seconded. I declare the motion carried and the meeting terminated. Thank you for taking the time to join our meeting today. Operator, you may now close the call.

This concludes the meeting. You may now disconnect.