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

Good morning, ladies and gentlemen, and welcome to the Wishpond Technologies Annual General Meeting of Shareholders. We are hosting this AGM by Zoom webinar, and as such, participant lines are in listen-only mode. If you have 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]. Please note, this call is being recorded. It is my pleasure to now turn the conference over to Ali Tajskandar, Chairman of the Board 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 the Chairman of the Board of Wishpond. I will be precisely as Chairman of today's meeting. This Annual General Meeting is being held virtually in order to provide Richmont shareholders regardless of geographic location and opportunity to participate in the meeting. I will now lead us to 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 Embedded Services Inc. to act as scrutineer for this meeting to report on the number of shareholders present in present 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 this meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to and second resolutions where we required in order to facilitate the handling of the formal matters. Each holder of common shares or their proxy is entitled to 1 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 sedar+.ca. In view of this, with the consent of the meeting, I will dispense this calling for a reviewing 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 notices meeting.

Thank you. I will now take a copy of the notice of meeting, information circular, form of proxy and the proof of mailing and direct that 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 report reads as follows: 21 shareholders present in person or by proxy, representing 25,650,156 shares. This represents approximately 46.6% of the voting rights attached to the issued and outstanding share capital of the company, which as of the record date was 54,969,899 common shares. The scrutineers' preliminary report shows the requisite quorum to be present. As well, based on the preliminary report from the retina 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 the 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 the final report of the scrutineer to be annexed to the minutes of the meeting as Schedule A. I would now like to present to the meeting the are financial statements of the company for the fiscal year ended December 31, 2025, 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, 2025, 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 has been moved 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 appointment if you agree with the motion or withhold, if you disagree. You have 10 seconds to make your selection. [Voting]

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 motion.

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

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 on list 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 Gutteres, [indiscernible], Olivier Vicente, Lloyd Global and myself, Ali Tajskandar. Each of these numbers 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 offices 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 pool that is currently on the Zoom screen. Please make 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]

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. The number of shares of the company that are issuable pursuant to the plan are hereby allotted, set aside and reserve for issuance thereto. Any Director or officer of the company is hereby authorized to amend the plan should the amendment be required by applicable regulatory authorities, including, but not limited to the TSX Venture Exchange and any 1 director or officer is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise, all such these docs instruments and assurances as may be necessary 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. Please direct your attention to the call that is currently on the Zoom screen. Please make 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]

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 for your attention. The lines will now be disconnected.