Wishpond Technologies Ltd. (WISH) Earnings Call Transcript & Summary

Good morning, good afternoon, ladies and gentlemen, and welcome to the Wishpond Technologies Limited Annual General and Special Meeting of Shareholders. [Operator Instructions] Also note that the call is being recorded. And I would like to turn the meeting over to Ali Tajskandar, Director and Chief Executive Officer of Wishpond. Please go ahead.

The meeting will now come to order. Good morning, ladies and gentlemen, and welcome to this Annual General and Special Meeting of Wishpond Technologies Ltd. My name is Ali Tajskandar, and I'm a Director and the Chief Executive Officer of Wishpond. I will be presiding as Chairman of today's meeting. This annual general and special meeting is being held virtually in order to provide Wishpond's shareholders, regardless of geographic location, an opportunity to participate in the meeting. I will now lead us through the formal part of the agenda. Please note that phone lines will be muted for the duration of the meeting. With your approval, I will ask Kendra Low to act as secretary of the meeting and Marissa Beintema of Computershare Investor Services Inc. to act as a scrutineer for this meeting, to report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting and to report on the votes cast in connection with the business of the meeting. In order that we may have a complete record of those present, shareholders present in person have been recorded and all participants have been registered upon entry to the meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move and second resolutions where required in order to facilitate the handling of the formal matters. Each holder of common shares or their proxy is entitled to one vote per share held. I will now ask Kendra Low as secretary of the meeting to deal with certain formal matters concerning the meeting.

A notice calling this meeting, accompanying management information circular dated May 12, 2022, and form of proxy were distributed to shareholders of Wishpond Technologies Ltd. in accordance with applicable law. The Board of Directors adopted resolutions which provided that this meeting be held today and which fixed the close of business on April 19, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at this meeting and any postponement thereof. Management information circular was posted online under the company's SEDAR profile at sedar.com and on the company's website. Proof of service that these documents have been filed with me, and I direct that a copy of each of these documents together with proof of service be retained with the records of this meeting.

I will now ask for a motion that the reading of the notice of this meeting be dispensed with and that the reading of the proof of service of such notice, the management information circular and the formal proxy also be dispensed with.

Mr. Chairman, I so move.

Mr. Chairman, I second the motion.

If there are no comments, it is now in order to vote on the motion. We will now turn the clock back to the operator -- call back to the operator to conduct the voting by electronic poll.

[Operator Instructions] [Voting]

[Operator Instructions] Voting has ended. We confirm that the vote has been carried.

Motion carried. I will now ask the secretary to please advise the meeting as to the results of the scrutineer's report on attendance.

The scrutineer's report reads as follows: 1 shareholder present representing 45 shares, 26 proxy holders present representing 30,542,823 shares, 27 management proxies received representing 30,542,868 shares. The scrutineer's preliminary report shows direct with a quorum to be present. As well based on the preliminary report from the scrutineer of the proxies and ballots received, all items of business today have received a majority of votes in favor. Accordingly, for expediency, we will move through the motions and resolutions quickly.

Thank you. As a quorum is present, I declare the meeting to be properly constituted for the transaction of the business for which it has been called. I direct that the final report of the scrutineer be annexed to the minutes of this meeting as Schedule A. I would now like to present to the meeting the audited financial statements of the company for the fiscal year ended December 31, 2021, together with the auditor's report thereon, both of which were made available to shareholders upon request and on SEDAR. Additional copies are also available on the company's website. I now place before the meeting the audited financial statements of the company for the fiscal year ended December 31, 2021, together with the auditor's report thereon. We will now take the financial statements and auditor's report thereon as received and considered. The next item of business is the appointment of the auditors. I will now ask for a motion that BDO Canada LLP be appointed auditors of the company until the next annual meeting of the shareholders or until the auditor is removed from office or resigns and their successor is appointed, and that authority be granted to the Board of Directors to fix the remuneration of the auditors.

Mr. Chairman, I so move that BDO Canada LLP be appointed auditors of the company to hold office until the next annual meeting of shareholders or until the auditor is removed from office or resigns and their successor is appointed at such remuneration as may be fixed by the directors, the directors being hereby authorized to effect such remuneration.

Mr. Chairman, I second the motion.

If there are no comments, it is now in order to vote on the motion. We will now turn the call back to the operator to conduct the voting by electronic poll.

[Operator Instructions] [Voting]

[Operator Instructions] Voting has ended. We confirm that the vote has been carried.

Motion carried. We will now proceed with fixing the number of directors to be elected. Would someone please move the adoption of a resolution fixing the number of directors of the company at 5?

Mr. Chairman, I move that the number of directors be set at 5.

Mr. Chairman, I second the motion.

If there are no comments, it is now in order to vote on the motion. We will now turn the call back to the operator to conduct the voting by electronic poll.

[Operator Instructions] [Voting]

[Operator Instructions] Voting has ended, and we confirm that the vote has been carried.

Motion carried. We will now proceed with the next item of business in the management information circular and the election of 5 individuals to serve as directors of the company unless the office is earlier vacated in accordance with the articles of the company and the Business Corporations Act, British Columbia. As described in the management information circular for this meeting, shareholders were provided with the opportunity to vote for each director or withhold their vote on an individual basis. The management information circular lists 5 nominees for election as directors of the company. If elected, these nominees will hold office until the next annual meeting of shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the 5 nominees?

Mr. Chairman, I move that each of Ali Tajskandar, Arinder Mahal, Jordan Gutierrez, Hossein Malek and Olivier Vincent be nominated as directors of the company.

Mr. Chairman, I second the motion.

Are there any further nominations? As there are no further nominations, I declare the nominations to be closed. May I request a motion that the 5 individuals nominated as directors of the corporation is so elected to serve as directors of the company to each hold office until the next annual meeting of shareholders or until their successors are elected or appointed, unless the office is earlier vacated in accordance with the articles of the company and the Business Corporations Act, British Columbia?

Mr. Chairman, I so move.

I second the motion.

If there are no comments, it is now in order to vote on the motion. We will now turn the call back to the operator to conduct the voting by electronic poll.

[Operator Instructions] [Voting]

[Operator Instructions] Voting has ended, and we confirm that the vote has been carried.

Motion carried. The next item of business is to approve the adoption of a new equity incentive plan for the company. Both the summary and the full text of the new equity incentive plan was included in the management information circular. I will now entertain a motion approving the new equity incentive plan of the company that has been adopted by the Board of Directors and approved by the TSX Venture Exchange, subject to shareholder approval at this meeting.

Mr. Chairman, I move that the company's new equity incentive plan attached as Appendix B to the management information circular of the company dated May 12, 2022, replacing the company's existing stock option plan is hereby approved, confirmed and ratified, subject to such amendments as the Board may consider appropriate and subject to acceptance by the exchange. The number of common shares of the company that are issuable pursuant to the new equity incentive plan are hereby allotted, set aside and reserved for issuance pursuant thereto. Any director or officer of the company that's hereby authorized to amend the new equity incentive plan should such amendments be required by applicable regulatory authorities including, but not limited to the exchange. And any one director or officer of the company be and is hereby authorized and directed to do all such acts and things and to execute and to deliver under the appropriate corporate field or otherwise, all such deeds, documents, instruments and assurance as in each director's or officer's opinion may be necessary or desirable to give effect to this resolution.

I second the motion.

If there are no comments, it is now in order to vote on the motion. We will now turn the call back to the operator to conduct the voting by electronic poll.

[Operator Instructions] [Voting]

[Operator Instructions] Voting has ended. We confirm that the vote has been carried.

Motion carried. This brings us to the conclusion of the formal business of this meeting. There being no further business, I now declare this meeting to be formally terminated. Thank you for your attention and your attendance at this AGM. Should anyone attending on the phone have questions or comments on the company, please reach out to management or our Investor Relations team at any time. Contact information is available on our website at wishpond.com. Thank you again, and enjoy the rest of your day.

Thank you, sir. Ladies and gentlemen, this does indeed conclude today's meeting. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines.