AGM 2025

Nov 6, 2025

Summary

Shareholders approved all motions, including director elections, auditor appointment, and the Omnibus Incentive Plan. Strategic updates highlighted platform relaunches in China and Canada, U.S. expansion, and ongoing regulatory efforts to lift the cease trade order.

I think we're ready to get started. Can everyone hear me? Yeah, they can now hear. Okay. You don't have your microphone. Okay. Yeah. We'll get started. I'm assuming everyone can hear. People muted. Okay. Terrific. All right. Okay, good morning, everyone. My name is Johnson Joseph, President and CEO of Tenet Fintech Group, and I would like to welcome you to this annual general and special meeting of the company's shareholders. Joining me for this virtual meeting today are Liang Qiu, the Chief Executive of the company's Chinese operations, Maxime Couturier, the company's Chief Financial Officer, Mayco Quiroz, the company's Chief Operating Officer, Dom Mannella, the company's General Counsel, Nancy Wolfe, chartered professional accountant from Raymond Chabot Grant Thornton, the company's auditor, and Cathy Hume from CHF Capital Markets, the company's investor relations partner. Cathy will serve as moderator for any questions you may have during the meeting. We will ask that your questions be limited to the business of the meeting on the approved agenda. I'll make a brief statement related to the company's operational outlook for the rest of the year immediately following today's meeting. Mr. Mannella will make a brief statement related to the progress with the Ontario Securities Commission to have the failure to file cease trade order, CTO, placed on the company's securities listed. Please keep in mind, only registered shareholders and duly appointed proxy holders will be entitled to vote today. Please note that the votes at the meeting will be taken on a show of hands unless a secret written ballot is requested by a shareholder prior to the results of a vote by show of hands is known. For those attending via Teams, please raise your hand using the raise hand icon at the bottom of your screen. There will be several motions proposed during the meeting. You may make comments specific to these motions prior to the vote, but I would ask that any questions or comments on general matters take place at the end of the meeting. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If you have a question or comment not related to a business item, an opportunity to raise other questions and comments will be provided after voting on the business described in the management information circular. After the formal business of the meeting has been completed, and after Mr. Mannella's update on the CTO, we will accept general questions from shareholders or proxy holders. If you wish to ask a question, please raise your hand, to be recognized. Once you're recognized, please state your name and whether you are a shareholder or a proxy holder, and then ask your question. While today's meeting will be held in English, we invite you to intervene and ask your questions in either of the official languages. This general and special meeting of shareholders is now open, and I will briefly comment on the procedures, and I will appoint scrutineers for the meeting. I will ask Jenny Cunningham and Bertrand Gelé from TSX Trust Company to act as scrutineers for this meeting. For your information, the scrutineers are here to tabulate the votes by proxy. In addition, all the proxies received authorized me to represent the shareholders for today's votes. I will therefore state the results of the votes for each of the proposals in order to formalize each of the results of the proposals. I have received confirmation that the notice of meeting and proxy form have been sent on October 15, 2025 to the shareholders of record of the company as of September 23rd, 2025. I also received confirmation that the management proxy circular was made available to the shareholders of record as of October 6th, 2025. Before the start of the meeting, I was advised by the scrutineers that we have a quorum based on the proxies then received. The scrutineer's report confirms that there are at least 77,786,988 shares, being 23.92% of the 325,140,867 shares issued in outstanding that are represented in person or by proxy at this meeting. I will ask Mr. Mannella to attach a copy of the scrutineer's report to the minutes of the meeting. In accordance with the proxy bylaws, two shareholders present in person or represented by proxy and representing not less than 5% of the issued and outstanding shares entitled to vote shall constitute a quorum. I therefore declare that this meeting has been properly convened to address to the business of the day. I remind listeners that voting for this meeting has already occurred by way of proxy. We can now address the business of the meeting. If any person wishes to ask a question or comment relating to the business of the meeting, you can signal your interest to ask a question by using the function Raise Hand available using the online platform meeting controls. I ask that you then introduce yourself and confirm that you are a current shareholder of the company. The moderator will confirm your position within the speaking queue. We have five items on the agenda for today's meeting. Number one, for the shareholders to receive the audited financial statements of Tenet for the year ended December thirty-first, two thousand twenty-four, and the report on the auditors thereon. Number two, to elect the directors of Tenet for the ensuing year. Number three, to appoint Raymond Chabot Grant Thornton, LLP, as auditors of Tenet for the ensuing year, and to authorize the directors to fix their remuneration. Item number four, to consider, and if deemed advisable, approve a resolution relating to the approval and adoption of the Omnibus Incentive Plan of Tenet. Finally, number five, the adjournment of the meeting. Item number one, presentation of the financial statements. Okay, the first item of business is the presentation of the company's 2024 annual audited financial statements and the auditors' report thereon. I would ask any shareholder physically present at the meeting that has not received a copy of the financial statements and would like to receive one to raise their hand, and a copy will be handed to them. Okay. We have no request for financial statements. Thank you. Okay, item number two, election of the directors. Okay, the next item of business is the election of the five directors of the company, as listed in the management information circular that was made available to you via SEDAR+ and the company's website. The following individuals are proposed for election as directors of the company. We have first, Mr. Jean Leblond, Mr. George Krucik, Mr. Yves Renaud, Mr. Liang Qiu, and finally myself, Johnson Joseph. You will find more information on each candidate in the management information circular. Are there any questions or comments regarding this item? Nobody? No. Okay. We will now hold a vote for each candidate. For Jean Leblond, I will now ask that a motion be put forth calling for his election to hold office until the next annual shareholders' meeting or until his successor is appointed. I propose that the motion be adopted. Okay, Mayco Quiroz. Thank you. Can I have someone to second the motion? Maxime Couturier. I second the motion. Okay. Thank you. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutinizers can give you a ballot. Okay. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. For George Krucik, I will now ask that a motion be put forth, calling for his election to hold office until the next annual shareholders' meeting or until his successor is appointed. Mayco Quiroz. I propose that the motion be adopted. Thank you. Can I have someone to second the motion? Maxime Couturier. I second the motion. Okay. Thank you. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutinizers can give you a ballot. Anyone? No. Okay. Thank you. Okay. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. For Yves Renaud, I will now ask that a motion be put forth, calling for his election to hold office until the next annual shareholders' meeting or until his successor is appointed. Mayco Quiroz. I propose that the motion be adopted. Okay. Thank you, Mayco. Can I have someone to second the motion? Maxime Couturier. I second the motion. Thank you, Maxime. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutinizers can give you a ballot. No one. Okay. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. Now for Liang Qiu, I will now ask that a motion be put forth, calling for his election to hold office until the next annual shareholders' meeting or until his successor is appointed. Mayco Quiroz. I propose that the motion be adopted. Thank you, Michael. Can I have someone second the motion? Maxime Couturier. I second the motion. Thank you, Maxime. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutinizers can give you a ballot. Okay. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. Okay, finally for myself, Johnson Joseph, I will now ask that a motion be put forth, calling for my election to hold office until the next annual shareholders' meeting or until my successor is appointed. Mayco Quiroz. I propose that the motion be adopted. Thank you, Mayco. Can I have someone second the motion? Maxime Couturier. I second the motion. Okay. Thank you, Maxime. Any shareholder desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutineers can give you a ballot. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. We'll now move to item number three, appointment of the independent auditors. Are there any questions or comments regarding this item? Can I have a motion to nominate Raymond Chabot Grant Thornton as independent auditors of the company to hold office until the next annual shareholders' meeting or until its successor is appointed? Mayco Quiroz. I propose the motion be adopted. Thank you, Michael. Can I have someone second the motion? Maxime Couturier. I second the motion. Thank you, Maxime. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutineers can give you a ballot. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. We will now move to item number four, approval and adoption of the Omnibus Incentive Plan. Are there any questions or comments regarding this item? Moi, je suis le chef des opérations pour Tenet. [Foreign language]. Oui. Moi, je suis le CFO. Le chef des Chief Financial Officer. [Foreign language]Chef des finances. Je suis le CEO de la compagnie.[/Foreign language] CEO, okay. Oui. Le PDG, en français. Moi, je suis l'avocat de la société. Directeur général. Directeur juridique. Tout ce qui concerne les actions, c'est ça? Tout ce qui est les questions juridiques et réglementaires de la société. Super. Merci. Are there any other questions? No. Okay. Okay, can I have a motion to approve and adopt the Omnibus Incentive Plan? Mayco Quiroz. I propose the motion be adopted. Thank you, Mayco. Can I have someone second the motion? Maxime Couturier. I second the motion. Thank you, Maxime. Any shareholders desiring to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the scrutineers can give you a ballot. As the motion has been properly put forth and has received the requisite number of votes for approval, I declare the resolution duly carried. Okay, we've come to the last item, close of the meeting. I hereby request that the final report of the scrutineers be attached to the minutes of this meeting. Okay. This completes the business to be conducted at this meeting. Since there are no other matters to come before this meeting, I will call for a motion to terminate the meeting. Michael- Can I- Excuse me. Go ahead. Okay, can I have a motion calling for the end of the meeting? Mayco Quiroz. I propose calling for the end of the meeting. Thank you. Can I have someone second the motion? Maxime Couturier. I second the motion. Thank you, Maxime. In virtue of the proxies which have been granted to me, I declare the meeting closed. Thank you for your presence, and I will now share a few thoughts on what shareholders can expect from an operation standpoint from the company between now and the rest of the year. Before I go ahead and make that statement, I will have to say that what I'm about to say may constitute forward-looking information. I would encourage everybody to go back to the annual audited financial statements in the MD&A. There's a section in particular in the MD&A that talks about forward-looking information. Read that section, make sure you understand that section. That prefaces what I'm about to say here about the operational outlook for the company. There are three items that I would like to touch upon between now and the end of the year. I know there are only two months left between now and the end of the year. We have been working very hard, particularly with our operations in China. We've been making a lot of progress, and we expect to have activity resume on the platforms before the end of this year. You can look forward to an announcement specifically about that and for revenue to resume on the platforms in China. That's number one. The second thing that I would like to point out is we've also been working very hard in Canada with the application. There are some tweaks that we have made to the Cubeler platform in particular. We will be launching a new version of the platform with enhanced functionality in the networking and insights modules in particular. That will be done before the end of this month. That's going to allow us to start a marketing campaign to be able to attract more small and medium-sized businesses to the platform, which in turn would give us access to more data to feed into the indexes that we're building on the Tenoris3 front for the ie-Pulse index series. We're working very hard to try to come up with a retail index series before the end of this year. Those are one of the things that we believe will be important for the company to achieve before the end of this year, and we're working very hard on that. Third and lastly is the expansion to the U.S. We have to make adjustments to the platform. We hope to be able to make adjustments to the platform before the end of this year so that we can at least start a pre-registration campaign and start inviting U.S.-based businesses to register on the platform. Those are the three elements that we would like shareholders to keep in mind that we believe we'll be able to achieve between now and the end of this year. That being said, I will open it up for questions on those three items. Are there any questions from anybody in attendance? We'll start with the people in attendance. Yes. On n'a pas des bureaux physiques aux États-Unis, mais on a déjà enregistré une filiale américaine aux États-Unis. Toutes les opérations excusez-moi, toutes les opérations de Tenet qui vont se faire aux États-Unis vont passer par cette filiale-là qui s'appelle Cubeler Inc US. Est-ce que les tarifs ont quelque chose à voir avec Les tarifs de Trump, est-ce que ça a quelque chose à voir avec? [Foreign language] Les opérations. On ne pense pas que les tarifs vont avoir un impact sur nos opérations parce que nous, ce qu'on fait aux États-Unis, c'est la même chose qu'on est en train de faire au Canada, c'est qu'on amène des PME américaines avec des institutions financières américaines pour faire des affaires ensemble. On n'anticipe pas que les tarifs vont avoir un impact sur nos opérations. [/Foreign language] [Foreign language]Bon. Alors c'est du service. C'est une question de service, pas de matériel.[/Foreign language] Exactement. C'est du service, exactement. Oui. [Foreign language] c'est pas de la paye, c'est du service. Pas nécessairement, mais ça va être, encore une fois, on a une filiale américaine, donc les opérations vont passer par une filiale américaine. OK. Donc il n'y a pas vraiment d'impact pour nous à ce niveau-là. Merci. Okay. Oh, I'm sorry. I think that's been for your answer. Oh, I apologize for that. Okay, because the questions were being asked in French, I was answering in French. I apologize. I realized Dom just pointed out that many of our shareholders, unfortunately, don't understand French. Just to I'm going to give a brief summary of the questions that were asked. The question that was asked from one of our shareholders here in person was related to our operations in China, whether we had physical offices in China. My response, excuse me, not in China, but in the U.S. I apologize. No, we do not have physical offices in the U.S., but we do have a subsidiary registered in the U.S., and it's through that subsidiary that our U.S. operations will be handled. The second question was with regards to the tariffs in the U.S. The question was, were we going to be impacted by the tariffs? I explained that we provide services in the U.S. and we're providing services to U.S.-based businesses who are going to be working with U.S.-based financial institutions. There should not be any impact on our operations as far as the Cubeler platform operations in the U.S. There should not be any impacts of the tariffs with that regard. Are there any other questions? Wondering about AI and how it fits into this, and if you're a little bit behind because of the advent of the increase in the technology, if Tenet fell behind in AI because of the explosion of AI? Okay. Thank you for your question. I don't know if everybody could hear the question, but I'll just repeat the question. The question had to do with AI, with the explosion of AI. The question was, is Tenet being left behind? Are we utilizing AI? My answer to that question is yes. Our platform is using AI right now. Particularly, what we're doing in China, but we're bringing that here to the Cubeler platform in Canada. When I mentioned the enhanced features for networking and insights, there are certain applications that can't get into the details. Yes, we are utilizing AI to enhance a lot of functionalities, basically to provide better networking opportunities for our members. That also, we are monitoring what they're consuming on the inside, and we're utilizing AI basically to be more efficient in the way we serve our clients on the platform. We're also utilizing AI in an application that was recently developed with an external partner, where we have standardized the way we gather data from different accounting software systems. Because with the Cubeler application, we have to be able to service businesses that utilize different accounting software packages, right? It's not always easy. The accounting software packages, they all work differently, and the way they classify information is all different. We've developed an application that standardizes the way data comes into our systems. That's another way we utilize AI. To answer your question, we're very aware of what's going on with AI, and we have embraced it, and we try to use it as much as we can in our applications. I'm wondering because it seems maybe, I don't know, three, four years ago, you were ahead of the curve, and now I'm wondering if you're behind the curve because I had the feeling that what you were trying to do was unique, and now it seems it's not unique anymore. Okay. Do you understand? I understand what you're saying. The question asked by the shareholder is that, a few years ago, we seemed like we're ahead of the curve in terms of what we're offering to our clients and also to our shareholders, but now it seems like other people may have caught up to us. I do believe that we are still ahead of the curve in terms of what we're doing. The way we're gathering information, what we're offering to small businesses, yes, I agree with you that perhaps, maybe financing, there are companies that are offering financing. Maybe the opportunity to network, there are other companies that are offering the same thing. If you look at what we offer in its totality, there's still nobody doing what we're doing. Our ability, basically, to gather data, because we are first and foremost, as far as I'm concerned, we're a data and analytics company. Really what we're doing is, the services that we're providing, we're providing these services to have access to data, to information, and where the company is going to really bring value to its shareholders, I believe is in what we do with that data. The Tenorsix subsidiary, the data science subsidiary, we're accumulating information right now. The first product that we're looking to bring to market is the index series through the ie-Pulse platform. We have other ideas, in terms of what we're going to be able to do. That's where I think it's going to be more apparent to our shareholders that we're still ahead of the curve. Yes. It's true that everybody does have data, but if you look at the type of data that we have, okay, it's really the type of data that sets us apart, and that's what we're going to be capitalizing on. Okay. Okay. Are there any questions from online participants? Not for the- Okay, terrific. I don't see any other hands raised. Okay, terrific. That being said, I'm going to hand it over to Dom. Oh. Just one question. Where did the person I see that Mike, Olvi, Maxime, they're in the office there, right? Yes, that's what I said. Yes. Where is, well, Mr. Qiu, is he in China? No, he's attending virtually right now, because he had a meeting this morning with China. When I said we're working really hard. He had a meeting with China. He's working on something right now, and he could not attend physically, but he is online right now, virtually attending the meeting. Jean-Abraham, any update? Jean-Abraham is a director. The directors, they're independent directors. They don't work in the office with us on a day-to-day basis. On a call. Yes, that's right. Yeah. Same thing with the other one. George Krucik. Yes. George is actually in California. He's in California. Yeah. Yeah. He's one of our directors. He resides in California. He couldn't be here in person. Okay? Okay. Okay. The service that the companies are providing is information with other small and medium business to help them in their financial things or to help them do their report. We help businesses, Mr. Pigeon, we help small and medium-sized businesses in any way we can. The platform, the Cubeler platform, is a business development platform. Whether they need financing, whether they want to network, they want to make business connections, whether they need information, insights, market intelligence reports, we help them in any capacity that a small and medium-sized business would need to be able to grow their business and expand their operations. That's what we do. We try to provide the services to help them grow their operations. This service, we make a cut on that and we make some money on the other end? Well, the model is different in North America than it is in China. Yes, in China, the services that we provide in China, we do charge a fee, and that's how we generate revenues through our platforms in China. Okay. Here in North America, we provide the services completely free of charge to the small and medium-sized businesses. In exchange for that, basically, we gather information, we gather data, right? We monetize this data through the indexes that we're commercializing and other products that we plan on coming out with in the future. Is there somebody else, other companies that are doing this similar thing? To our knowledge right now, no. We are still unique. As I said before, we're still unique in what we do. Okay. Thank you. All right. Dominic, I will turn it over to you for your update on the CTO. Yes. Hello, everyone. We're happy to host you. I'll be giving a short update on the CTO. As you all know, on May 7th, 2025, the OSC issued a cease trade order for failure to file financial statements at that time. The reason why it is taking, I would say, a longer time than it would typically take, it's because this period of review has exceeded 90 days under National Policy 11-207, and as a result, the OSC has been conducting a standard continuous disclosure review. This review is a routine regulatory process that is triggered by that duration of the CTO, and it's intended to ensure that Tenet's disclosures record is complete, accurate and compliant prior to any revocation of the CTO. On or about October 6th, we submitted our full application of the CTO to the OSC, and recently we have responded to that first comment letter with our responses and revisions to the MD&A. The OSC is currently reviewing our answers and amendments to the MD&A, and we are awaiting for their second comment letter. We are fully cooperating with the OSC staff and are following the standard and usual procedures required in these circumstances, namely the CTO. What we guarantee you is we're going to continue to provide updates as the review progresses. Finally, once the revocation of the CTO has been granted by the OSC, we will issue a detailed press release confirming that we will be resuming our trading activity only after that the Canadian Securities Exchange has also lifted their suspension order on the stock. The first step is to get the revocation lifted, and then it's just a very short administrative procedure, which doesn't take long for the CSE to lift their order so that we can resume trading. As I've mentioned to some of you, we are working very hard and very diligently to get that lifted so that all of you could start trading your stock shortly. If there's any questions on the process, I'm happy to respond to your questions or comments. You guys can email me, you can call me. I'm happy to answer your questions. However, there are certain limits due to my code of ethics and professional obligations that I have, both towards the company and towards my profession. We thank you for your patience, and we thank you for your faith and trust in this company. Thank you very much.