AGM 2023

May 18, 2023

day, ladies and gentlemen. Thank you for joining me here. Welcome to the Swiss Water Decaffeinated Coffee Inc. Annual General Meeting of Shareholders conference call. As a reminder, all participants are in listen only mode, and your lines are muted. The conference is being recorded. After the meeting, there will be an opportunity for registered shareholders and duly appointed proxy holders who pre-registered to speak to the items of business. To indicate you would like to speak, press star, then one on your telephone keypad, and you will be introduced at the appropriate time. You are asked to hold any questions regarding the business operations until the Q&A session following the formal meeting. It's now my pleasure to turn over today's meeting to Alan Wallace, Chair of the Annual General Meeting. Mr. Wallace, the floor is yours. Thank you, Gaylene, and good afternoon, ladies and gentlemen. My name is Alan Wallace, and I am Swiss Water's appointed Chair of the Board of Directors. I have been appointed to chair today's meeting in accordance with the articles and the bylaws of the company. On behalf of the Board of Directors, I wish to welcome shareholders, employees, and guests to the 2023 annual general meeting of shareholders of Swiss Water Decaffeinated Coffee Inc. We are pleased that you are here today, and we look forward to reporting on our company's activities. It is now 2:02 P.M., and I would like to call the meeting to order. At the end of the meeting, the management and I will be able to address your questions for those of you who have pre-registered for today's meetings. As this meeting is held virtually via a teleconference, we think it is helpful and necessary to set out a few rules for the orderly conduct of the meeting. First rule, for the purposes of the meeting today, voting on all matters will be conducted by telephone. If you are a registered shareholder of record or a duly appointed proxy holder and you wish to vote during the call, you must have pre-registered, and you must have joined the meeting using the dial-in numbers and PIN that were sent to you when you pre-registered. The public access call is listen only. For those of you who have pre-registered, voting by phone will be your only opportunity to vote by ballot during the meeting, and you will only have a certain amount of time to do so when the polls are open. The second rule, questions in respect of a motion can only be asked by registered shareholders or duly appointed proxy holders who have pre-registered. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions regarding procedural matters which are directly related to the motions will be addressed during the meeting. I will provide instructions on how and when to raise your question. Questions not relating to the procedural matters will be addressed at the end of the meeting. We'll begin today with the formal business of the annual general meeting of shareholders, after which we will open the floor for those of you who pre-registered for any questions that you may have. I would like to introduce you to the executive officers, management of the company, and the scrutineer who are present here today. They are Frank Dennis, President and Chief Executive Officer, and who is also a director. Iain Carswell, the company's Chief Financial Officer. Eve Bartnik, Director of Financial Reporting and Treasury, and the Secretary of the company. Dylan Easterbrook, the company's corporate controller, and Teresa Kwan of Computershare Investor Services Inc. I hereby appoint Eve Bartnik to act as a recording secretary and Teresa Kwan to act as the scrutineer for this meeting. The notice calling this meeting, together with the related information circular and the proxy form, was delivered to all registered shareholders of record as of April 11, 2023, and in accordance with applicable securities legislation to beneficial holders of the shares. I have received from the secretary a statutory declaration attesting to the mailing, and I direct the secretary to attach the declaration to the minutes of the meeting. According to the company's bylaws, a quorum at a shareholders' meeting is met when at least two persons are present, where each is entitled to vote at the meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast at the meeting. I have been advised by the secretary that the scrutineer's report is complete and that a quorum is present. I therefore declare this meeting to be properly constituted for the transaction of the company's business. The minutes of last year's annual general and special meeting of shareholders of the company are available for inspection. Unless there is any objection, I will dispense with reading them. Please press star one on your telephone if you object. Again, this will be available only to registered shareholders and proxy holders who have pre-registered for today's meeting. Mr. Chairman, no one asked to speak. Thank you. Since there are no questions or objections regarding last year's minutes, I will move on to presenting the financial statements and the auditor's report thereon. Could I have a motion to approve last year's minutes? Mr. Chairman, I so move. Mr. Chair, I second. Thank you. I now place before the meeting the report to shareholders, including the consolidated financial statements of the company for the period ended December 31, 2022, and the independent auditor's report thereon. This material is contained in the annual report that was mailed to shareholders who requested financial reports and also was made available on SEDAR and the company's website. If you have any questions on the financial report, our Chief Financial Officer, Iain Carswell, is available to respond during the question and answer period, which will be after the formal meeting. As set forth in the notice of meeting and the accompanying proxy statement, there are two matters presented for shareholders' vote: the election of directors and the appointment of auditors. After each matter is presented, the first and second motions are complete, I will ask registered shareholders and proxy holders to raise questions relevant to the matter. Afterward, shareholders will then be able to vote on each of these matters using their telephone. During the meeting, I will provide preliminary voting results, and the final results will be posted on SEDAR and on our website. Moving now to the first proposal to be voted on, the election of the board of directors. In accordance with the articles and bylaws of the company, the directors have set the number of directors at seven. The board of directors has nominated the seven individuals named in the proxy statement to be elected to the board of directors for a term expiring at the close of the next annual general meeting of shareholders. They are Frank A. Dennis, Roland W. Veit, Robert B. Johnston, Nancy L. McKenzie, Donald K. Tringali, Justin C. Jacobs, and myself, Alan Wallace. Could I have a motion for the appointment of Mr. Dennis, Mr. Veit, Mr. Johnston, Ms. McKenzie, Mr. Tringali, Mr. Jacobs, and myself, Alan Wallace? Mr. Chair. Mr. Chair, I second the motion. Thank you. At this time, I request that all other nominations for election to the board of directors be disclosed. Registered shareholders and proxy holders, if you wish to present other nominees for board of directors, please press star one and the operator will open the line for you to speak. Mr. Chairman, there were no other nominee directors. Thank you. Since there are no other nominations, I declare the nominations for directors be closed and that the seven persons nominated to be put forward for election as directors of the corporation. Operator, could you please provide instructions on voting on this motion? Certainly. One moment, please, while the vote is configured. Voting is now open for a motion to elect the directors. To vote in favor of the motion, please press star one. To vote against, please press star two. If you are voting multiple control numbers and do not want to vote the same for all, or if you need voting support, such as to vote in favor of some directors, but not all, please press star four and your line will be flagged to speak with the scrutineer and place your vote at the end of the meeting. Once again, to vote in favor, press star one. To vote against, press star two. To speak with a scrutineer at the end of the meeting, press star four. Voting will close in five seconds. Voting has closed. The next item of business is the appointment of independent auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The audit committee of the board of directors of the company has approved, subject to shareholder confirmation, the appointment of MNP LLP as the auditors of the company. Could I have a motion for the appointment of MNP LLP as the auditors of the company? Mr. Chairman, I so move. Mr. Chair, I second the motion. Thank you. At this time, if there are objections or other nominations for the company's auditor, registered shareholders and proxy holders should press star one on their telephone, and the operator will open the line for you to speak. Mr. Chairman, no one asked to speak. All right. Thank you. Since there are no questions or objections or other nominations for the company's auditor, we'll move on to the vote. Operator, could you please provide instructions on voting on the motion? Certainly. One moment, please, as the vote is configured. Telephone voting is now open for the motion to appoint the auditor. To vote in favor of the motion, press star one. To withhold your vote, press star two. If you're voting multiple control numbers and do not want to vote the same for all, or if you need voting support, please press star four and your line will be flagged to speak with the scrutineer and place your vote at the end of the meeting. Once again, if you are in favor, press star one. To withhold, press star two, or to speak with a scrutineer at the end of the meeting, press star four. Voting will close in five seconds. Voting has closed. Mr. Chairman, the scrutineer has compiled their report on votes on all business matters. Thank you. The ballots have been counted and the votes tabulated by the scrutineer. The scrutineer is reporting the following preliminary results. There were 2,289,705 shares, or 24.85% of the total issued and outstanding shares present and voting in person or by proxy. The preliminary results are as follows. On the first proposal, each of the seven nominees have been elected as directors of the company to serve until the next annual meeting of shareholders, or until their successors are elected or appointed. On the second proposal, the appointment of MNP LLP as the independent auditors of the company has been approved, and the board of directors of the company has been authorized to fix their remuneration. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. All of the business for which this annual general meeting of shareholders was called has been completed. At this time, I request that all other business be brought before we terminate the meeting. Registered shareholders and proxy holders, if you wish to speak, please press star one and the operator will open the line for you to speak. Mr. Chairman, no one asked to speak. Thank you. Could I have a motion to terminate the meeting? Mr. Chairman, I so move. Mr. Chair, I second the motion. Thank you. I do want to take this opportunity to thank our shareholders for their confidence in management as they work through the transition from Burnaby to our location in Delta. I'd also like to thank Swiss Water's management and employees for all of the hard work they've done to progress this transition. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I now turn the meeting over to Frank Dennis, the CEO of the company, and Iain Carswell, the CFO of the company, to answer any questions that you may have. Thank you, Mr. Chair. I ask that all attendees who would like to ask a question, please ask your questions now. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and limit your questions to three minutes to allow other callers to ask their questions. Your questions will be addressed in the order received by the operator. Please open the line to the first caller. Certainly. Once again, if you have a question, please press star, then one. There appear to be no questions at this time. I'd like to turn the conference back over to Mr. Dennis for any closing remarks. Thank you. Since there are no questions, we will conclude today's meeting. Thank you very much for attending. This concludes today's conference call. You may disconnect your line. Thank you for participating and have a pleasant day.