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

Good morning, ladies and gentlemen. Welcome to the Wishpond Technologies Annual General Meeting of Shareholders. We're hosting this AGM by Zoom webinar. [Operator Instructions] If you've not done so already, please ensure your name is displayed with both your first and last name so that your attendance at this meeting and your votes may be properly recorded. [Operator Instructions] It is my pleasure to now turn the conference over to Ali Tajskandar, Director and Chief Executive Officer of Wishpond. Ali, please go ahead.

Thank you. The meeting will now come to order. Good morning, ladies and gentlemen, and welcome to this Annual General 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 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. 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 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.

I have a copy of the notice of meeting, information circular and form of proxy relating to the meeting and proof as to them being mailed to shareholders in accordance with applicable law. These documents are available for any shareholder to read upon request. Copies of the information circular and other meeting materials are available on the company's website and under the company's profile on sedarplus.ca. In view of this, with the consent of the meeting, I will dispense with calling for a reading of the notice and I now ask the Chairman to table these documents. If any shareholder objects to the dispensing of the reading of the notice of meeting, I will read the notice of meeting.

I will now table a copy of the notice of meeting, information circular, form of proxy and the proof of mailing and direct they be kept by the secretary with the records of this meeting and be annexed to the minutes of this meeting as a schedule. I would now ask the secretary to please advise the meeting as to the results of the scrutineer's report on attendance.

The scrutineer's preliminary report reads as follows: 2 shareholders present in person representing 6,618,734 shares; 20 shareholders present by proxy representing 20,002,937 shares for a total of 22 shareholders representing 26,621,671 shares. This represents approximately 48.5% of the voting rights attached to the issued and outstanding share capital of the company, which as of the record date was 54,886,745 common shares. The scrutineer's preliminary report shows the requisite 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, 2024, 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, 2024, 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 move that BDO Canada LLP be appointed auditors of the company until the next Annual Meeting of 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 second the motion.

If there are no comments, it is now in order to vote on the motion. Please direct your attention to the poll that is currently on the Zoom screen. Please make your selection from the choices in the poll, voting For the appointment if you agree with the motion or Withhold if you disagree. You have 10 seconds to make your selection. [Voting]

Thank you. The poll is now closed. We confirm that the motion has been carried. We will now proceed with fixing the number of directors to be elected. I move that the number of directors of the company 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. Please direct your attention to the poll that is currently on the Zoom screen. Please make sure your selection from the choices in the poll, voting For if you agree with the motion or Against if you disagree. You have 10 seconds to make your selection. [Voting]

Thank you. The poll is now closed. We confirm that the motion has been carried. We will now proceed with the next item of business in the management information circular, 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 are 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. The nominees as outlined in the management information circular are: Jordan Gutierrez; Hossein Malek; Olivier Vincent; Lloyed Lobo; and myself, Ali Tajskandar. Each of these nominees is either present at the meeting or has previously consented to act as a director of the company. Are there any further nominations? As there are no further nominees, the nominations are closed and I move that the persons nominated in the management information circular be elected as the 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.

I second the motion.

If there are no comments, it is now in order to vote on the motion. Please direct your attention to the poll that is currently on the Zoom screen. Please make sure your selection from the choices in the poll for each individual director nominee, voting For their appointment if you agree with the motion or Withhold if you disagree. You have 10 seconds to make your selection. [Voting]

Thank you. The poll is now closed. We confirm that the motion has been carried. The next item of business is to reapprove the omnibus equity incentive plan for the company. A summary of the omnibus equity incentive plan was included in the management information circular. I move that the company's omnibus equity incentive plan previously approved by the shareholders of the company is hereby approved and confirmed and that the Board of Directors of the company be authorized to make any changes thereto as may be required by the TSX Venture Exchange.

I second the motion.

If there are no comments, it is now in order to vote on the motion. Please direct your attention to the poll that is currently on the zoom screen. Please make sure your selection from the choices in the poll, voting For if you agree with the motion or Against if you disagree. You have 10 seconds to make your selection. [Voting]

Thank you. The poll is now closed. We confirm that the motion has been 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 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. That concludes the AGM and the lines will now be disconnected.