Hello, and welcome to the special meeting of security holders of WonderFi Technologies Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of such information. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare Trust Company of Canada, the company's transfer agent and scrutineer of the meeting, and the company that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It's now my pleasure to turn today's meeting over to the chair of the meeting, Robert Halpern.
Good morning, welcome to the special meeting of security holders of WonderFi Technologies Inc. My name is Bobby Halpern, and I'm the Chair of the Board of Directors of the company. With the consent of the meeting, I will be acting as chair of this meeting in accordance with the articles and policies of the company. We thank you for attending our meeting today. We're pleased to host today's meeting virtually via audio webcast. Joining me in this meeting are Dean Skurka, the CEO and President of WonderFi, Alex Davis, General Counsel, Jeff Durno, David Gardos, Sean Baraich, and Courtney Wong from Cassels, WonderFi's external legal counsel. To increase attendance for shareholders and broker warrant holders in different geographic locations and to encourage more active engagement and participation at the meeting, we've decided to hold this meeting virtually.
I'd like to start by explaining a few rules for the ordinary conduct for the meeting. Only registered shareholders, registered holders of broker warrants, or duly appointed proxy holders, including non-registered security holders who have appointed themselves as proxy holders, are permitted to ask questions related to the business of today's meeting and vote. Non-registered security holders who have not been appointed as proxy holders are only permitted to listen to the meeting as guests. It is expected that the non-registered security holders attending this meeting have already registered their voting preferences in advance through their brokerage firm, bank, or other intermediary. We're accepting questions in advance of the discussion. Please access the Q&A tab on your screen, type in your question into the box, and press Send. I'll ask Dean Skurka and Alex Davis to assist us with the questions from the queue at the appropriate time.
Questions on substantially the same topic or that are otherwise related may be grouped, summarized, or answered together. We do not intend to answer any specific questions not related to the meeting, and as secretary, whom I will introduce to you shortly, or I may determine in our reasonable judgment. Questions or comments containing inappropriate language or otherwise disrupt the ordinary course of the meeting for all security holders will not be published nor answered. To expedite matters in accordance with the articles of the company and as the chair of the meeting, I'll be making the motions put forward at this meeting, and such motions do not need to be seconded. Motions, once approved, will be followed by discussion from the floor, if any. I will now explain the functionalities of the virtual platform being used at this meeting and the process for voting.
To the extent you have any issues with the virtual meeting platform, there are instructions on the interface on how to vote and ask questions. Our service providers for this platform are Computershare and will assist if required. Only registered shareholders and brokers, registered holders of warrants, held by WonderFi shares and broker warrants, respectively, in their name as of May 26th, 2025, the record date of the meeting, or duly appointed proxy holders are entitled to vote at this meeting. We will conduct a vote of the arrangement resolution by a poll. On a poll, every share security holder entitled to vote on the arrangement resolution has one vote in respect of each share or broker warrant entitled to be voted on such resolution held by that security holder.
If you've already voted or sent in a proxy, unless you would like to change your vote, there's no need for you to vote by poll as it will revoke your previous vote. The online poll will open for the arrangement resolution momentarily. This will allow you to vote on the arrangement resolution immediately, or you may wait until discussion of the arrangement resolution is concluded prior to casting your vote. There will be an opportunity to ask questions in respect to the arrangement resolution prior to the closing of the poll. To vote, access the Vote tab on your screen and select your voting direction from the options shown. When your vote has been received, a check mark will appear. The results of the meeting will be publicly released and will be available on SEDAR and the company's website.
As a reminder, if you have already voted by proxy, it is important that you do not vote again during the meeting unless you intend to change your initial vote. I will now call the meeting to order. In accordance with the articles of the company, unless there is an objection, I will proceed as chair of the meeting. For the purpose of this meeting, I will ask Alex Davis, the company's General Counsel and Corporate Secretary, to act as secretary of the meeting. Unless there is an objection, I will ask Olivia Craven of Computershare Trust Company of Canada to act as scrutineer and to compute the votes cast at this meeting and to report therein to me.
The secretary has advised me that the notice calling this meeting, together with the form of proxy and the management information circular, have been provided as applicable to each director of the company, the auditors of the company, and the shareholders and directors of broker warrants of the company as of the record date ending, close of business May 26th, 2025, being the record date of the company. I therefore, before me an attestation from Computershare and Broadridge Investor Communications Corporation as the proof of service of the applicable meeting materials, and I direct that such materials be annexed to the minutes of the meeting. Unless there's any objection, I will dispense with the notice of the meeting.
As we are meeting virtually, we will conduct the votes on the matters before the meeting using Computershare's virtual meeting platform. The company has received from the scrutineer that the results of the proxy is received up to the proxy voting deadline on Tuesday, July 15th, 2025. The management will vote these proxies as directed. Prior to addressing the business of the meeting, I'll ask the scrutineer to report the number of shareholders present in person and the total number of shares they represent, together with the number of shares represented by proxy. I am advised by the scrutineer that 75 shareholders holding an aggregate of 321,020,400 common shares were voted by proxy in advance of this meeting.
The total number of shares voted by proxy represents 48.36% of the issued and outstanding common shares of WonderFi. Three holders of broker warrants holding an aggregate 2,556,070 broker warrants were voted by proxy in advance of this meeting. The total number of broker warrants voted by proxy represents 36.86% of the issued and outstanding broker warrants of WonderFi. A quorum for this transaction of business at the meeting will be at least two shareholders present in person or represented by proxy, representing shares aggregating at least 5% of the issued shares entitled to be voted at the meeting. The scrutineer's report shows a quorum to be present. I therefore declare the requisite quorum to be present at the meeting and the meeting to be properly called and duly constituted for the transaction of business.
I direct that such materials be annexed to the minutes of the meeting. The sole item for business for this meeting is for security holders to consider a special resolution to approve the plan of arrangement involving WonderFi and Wrangler Holdings Inc. An indirect fully owned subsidiary of Robinhood Markets, Inc. Pursuant to which, among other things, Wrangler Holdings Inc. agreed to acquire all of the issued and outstanding shares of WonderFi, all as more particularly described the management information circular of WonderFi dated June 13th, 2025. Copies of the circular were mailed to registered shareholders and holders of broker warrants and non-registered security holders on June 19th, 2025, together with the notice of the meeting, the forms of proxies, voting instruction forms, and letters of transmittal as applicable.
Co-copies of the circular and other meeting materials are also available on SEDAR and the company's website. In order to be effective, the arrangement resolution must be approved by at least two-thirds of the votes cast by shareholders present virtually at the meeting or represented by proxy at the meeting. Two-thirds of the vote cast by shareholders and broker warrant holders voting as a single class. Present virtually at the meeting or represented by proxy at the meeting. A simple majority of the votes cast by shareholders present virtually at the meeting or represented by proxy at the meeting, excluding the votes attached to shares held by certain shareholders excluded for purposes of the minority vote in accordance with Multilateral Instrument 61-101. For this purpose, the votes attached to approximately 17.99% of shares held by shareholders will be excluded.
As the full text of the arrangement resolution is set forth in Appendix A to the management circular. It will also appear on the screen, and I will dispense with reading the resolution. I will now move for the approval of the arrangement resolution. As I had mentioned earlier, if you have already voted by proxy, you do not need to vote again during this meeting as it will revoke your previous vote. Secretary, have we received any questions relating to the arrangement resolution?
No, we have not received any questions related to the arrangement resolution. There being no further questions, we are now concluding the question and answer portion of this meeting.
If you have not yet voted for the arrangement resolution, please do so now as the moderator will shortly close the poll. We will take a few more seconds before we close the polls. The polls have been closed. Now that the poll has been closed, I will instruct the scrutineer to tabulate online votes and report back to me. We will now pause for a short adjournment to allow us to tally the polls. I have now been advised that the scrutineer has completed the tabulation of votes for the arrangement resolution. Based on tabulation, I hereby declare that upon motion duly made, it was resolved as a special resolution that the arrangement resolution be approved and carried by the shareholders of WonderFi. I direct that the scrutineer's report on voting on the arrangement resolution be annexed to the minutes of the meeting.
The percentage of votes counted for the arrangement resolution will be disclosed in a press release that will be also filed on SEDAR+. The formal items of business, as set forth in the notice of meeting, have now been dealt with. As there's no further business to come before the meeting, I now declare the meeting to be terminated. Thank you all for taking the time to attend today.
This concludes the meeting. You may now disconnect.