Zapp Electric Vehicles Group Limited (ZAPPF)
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At close: Apr 16, 2026
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AGM 2025

Oct 8, 2025

Jeremy North
President, Zapp Electric Vehicles Group Limited

Back to continued 2025 annual general meeting of the shareholders of Zapp Electric Vehicles Group Limited, which we refer to as Zapp for short. It is now 2:03 P.M. Greenwich Mean Time, and the continued meeting will please come to order. My name is Jeremy North, my service President of Zapp. I'm joined by the Chairman of our Board of Directors, Tony Posawatz, who is the presiding officer of this continuance of Zapp's annual general meeting. Mr. Posawatz has asked me to administer this continued virtual meeting, and I have agreed to do so under his authority. Other officers of the company who were introduced at the start of the meeting on October 1st are also present. I wish to introduce again Ms. Tinka Welch, of our transfer agents, Continental Stock Transfer & Trust Company, who will act as the inspector of elections for this meeting.

Now, in accordance with the agenda, we will conduct the official business of this 2025 annual meeting. Participation will be limited to shareholders of record and their proxies. If you wish to participate in this meeting, please follow the instructions on your screen. As previously noted, we have an affidavit from Continental Stock Transfer & Trust Company certifying that on or about September 15, 2025, each shareholder, as of the record date, was sent an email and official notice of this meeting, together with a proxy card, and afforded online access to materials relevant to this meeting, including our annual report on SEC Form 20-F for the year ended September 30th, 2024. Since the opening of the meeting, Continental Stock Transfer & Trust Company has re-examined the proxies received and reports that shares entitled in 4,214,520 votes, or approximately 22.6% of the total votes.

Holders of our ordinary shares entitled to be counted at this meeting are present or represented by proxies held by Zapp's Corporate Secretary, Theodore Allegaert, as proxy designee. Accordingly, a quorum is not present now. Therefore, pursuant to Article 60 of the company's memorandum and articles, we shall hold the meeting open in silence for 30 minutes, at which time the shareholders present and entitled to vote, including those who have voted by proxy in advance of the meeting, may and shall form a quorum. From now until then, the line will be open, but you will hear noth ing.

It's 2:37 P.M. It's 30 minutes after the time noticed for the continuation of Zapp's 2025 annual general meeting. Under Article 60 of the company's memorandum and articles, the shareholders present and entitled to vote now constitute a quorum. Thus, the meeting may now proceed with its business. As noted, the company has appointed Ms. Welch to serve as inspector of elections on behalf of the company for this meeting, and she will tabulate the results of the voting. Turning to the order of business, each of the two matters to be presented and acted upon by the shareholders today will be moved to the order set forth in the meeting notice and proxy card. The actual vote on each will be deferred until both matters to be acted upon have been presented.

The first matter proposed and to be voted on is an ordinary resolution to approve an increase in the company's authorized share capital to be approved, to be authorized, and effective on the day determined by the company's board of directors. In order that the company's authorized share capital be amended as follows: from $50,000 divided into 25 million ordinary shares of a nominal or par value of $0.002 each, to $500,000 divided into 250 million ordinary shares of a nominal or par value of $0.002 each. In the rights and subject to the restrictions set out in the amended and restated memorandum and articles of association as adopted April 11, 2024, and now in force and effect.

The next order of business is a special resolution that the company's existing memorandum and articles of association in their entirety be replaced with new amended and restated memorandum and articles of association reflecting the share capital increase once proposal one is adopted. Since no other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's articles, we will now proceed to vote on the foregoing two proposals. The polls for voting on each of these proposals are now open. It is not necessary for shareholders of record to vote by ballot if they have already sent in their proxy cards unless they wish to change their vote. If you are a shareholder of record and wish to change your vote, please follow the instructions on your screen in order to change your vote at this time. With respect to Mr.

Allegaert, as the designated holder of the proxies, we delivered his ballot to the inspector of elections and now declare the polls closed and ask the inspector of elections, Ms. Welch, to provide her preliminary report. We advise if there were any votes cast during the polls open. Yes. Thank you. Is that in favor? Michael will vote cast in favor? As we wait for those votes, the initial summary of vote cast for resolution one, 2,704,804 for, 1,459,002 against, and 50,714 withheld. For proposal two, 2,706,140 for, 1,457,594 against, and 50,786 withheld. We have now received the preliminary report of the inspector of elections. As per their report, based upon the proxy holders' and shareholders' ballots, the ordinary resolution approving the purchase, the increase in authorized share capital is passed, and the special resolution approving the proposed new amended and restated memorandum and articles of association is not passed.

The company intends to submit to the U.S. Securities and Exchange Commission within four business days a report on SEC Form 6-K to report the final voting results of this meeting. Thank you for joining us today. This concludes Zapp's 2025 annual general meeting of shareholders.

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