Rocky Mountain Chocolate Factory, Inc. (RMCF)
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AGM 2025

Aug 12, 2025

Moderator

Welcome to the 2025 annual meeting of stockholders for Rocky Mountain Chocolate Factory, Inc. I would now like to introduce Mel Keating, Chairman of the Board, and turn the meeting over to him. Please go ahead.

Mel Keating
Chairman of the Board, Rocky Mountain Chocolate Factory

Good morning, ladies and gentlemen. Welcome to the annual meeting of stockholders of Rocky Mountain Chocolate Factory. We are pleased that you could join us today. My name is Mel Keating, and I am Chair of the Board of Directors of Rocky Mountain Chocolate Factory. Before we proceed to the business of the meeting, I would like to introduce some individuals who are important to the company and who are here today. Joining me today are the executive officers of Rocky Mountain Chocolate Factory: Jeffrey Geygan, Interim Chief Executive Officer and a member of the Board of Directors, and Carrie Cass, Chief Financial Officer. I'd also like to introduce the other board members who are attending today's meeting. In alphabetical order, they are Steven Craig, Al Harper, and Brian Quinn. It is 9:01 A.M. Mountain Time, and I now call the meeting to order.

As Chair of the Board, I will preside over the meeting as the Chairperson. Ms. Cass will act as Secretary. Before we begin, please keep in mind that our remarks throughout this call could contain forward-looking statements related to our company and our strategic initiatives under the federal securities laws. Actual results may differ materially from those contained in or implied by these forward-looking statements due to various risks and uncertainties. For a discussion of the material risks and other important factors that could affect our results, please see our filings with the Securities and Exchange Commission. Now on to the meeting. Carrie, would you please report on the presence of a quorum?

Carrie Cass
CFO, Rocky Mountain Chocolate Factory

Thank you, Mel. The record date for determining stockholders eligible to vote at this meeting was June 27, 2025. Copies of the notice of meeting and the company's proxy statement and form of proxy were mailed to stockholders on or about June 30, 2025. I have been given affidavits of mailing by the company's proxy sponsor, which is a solicitor, which will be filed with the minutes of this meeting. As of the close of business on the record date, there were 7,792,640 shares of company common stock outstanding and entitled to be voted at this meeting. The presence, virtually or by proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the meeting constitutes a quorum. I have been advised by the Inspector of Elections that based on a preliminary count, a quorum is present at this meeting.

Accordingly, it may proceed.

Mel Keating
Chairman of the Board, Rocky Mountain Chocolate Factory

Thank you, Carrie. So that stockholders attending this meeting have sufficient time to vote, we are opening the polls now. It is 9:04 A.M. Mountain Time on August 12, 2025, and the polls are now open. You can vote your shares by clicking on the voting button on the meeting website and following the instructions. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. Voting at this meeting will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls. A copy of the meeting procedures is accessible on the meeting website. We appreciate you observing the meeting procedures. Christine Abbey of Computershare Trust Company has been appointed as the Inspector of Elections to supervise the vote at this meeting.

The Inspector of Elections has taken the oath of office, which I direct to be filed with the minutes of this meeting. There are three items of business to be voted on today. After I introduce the items of business, there will be an opportunity for your questions concerning the business before the meeting. These are the only questions that we will address, and there will not be a general question -and -answer session. The first item of business at this meeting is the election of five director nominees to serve for a one-year term until the company's 2026 annual meeting of stockholders and until their respective successors are elected and qualified. The nominees for election are Steven Craig, Jeffrey Geygan, Al Harper, Mel Keating, and Brian Quinn. The Board of Directors recommends a vote for each nominee.

The second item of business at this meeting is the ratification of the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending February 28, 2026. The Board of Directors recommends a vote for this proposal. The third item of business at this meeting is to approve on an advisory basis the compensation of the company's named executive officers. The Board of Directors recommends a vote for this proposal. Joining us from CohnReznick is Greg Glatter. He is available to respond to appropriate questions from stockholders. The polls are open for stockholders to vote. You can vote your shares by clicking on the voting button on the meeting website and following the instructions. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting.

Voting at this meeting will revoke your prior proxy. We will now address any questions concerning the business before the meeting. Stockholders may submit questions by clicking on the Q&A button on the meeting website. Sean, have we received any relevant stockholder questions?

Sean Mansouri
Company Representative, Elevate IR

No, we have not received any relevant stockholder questions.

Mel Keating
Chairman of the Board, Rocky Mountain Chocolate Factory

We will pause now to give stockholders a final opportunity to vote. The polls will close shortly. It is 9:09 A.M. Mountain Time on August 12, 2025, and the polls are now closed. Based upon all the votes received prior to commencement of the meeting and subject to final adjustment for any votes submitted at the meeting today, I can report that all five nominees were elected and the two other items of business were approved. The final results of voting will be reported on a Form 8-K to be filed with the SEC within four business days of this meeting. This concludes the formal portion of the meeting, and the meeting is now adjourned. We express our sincere appreciation to those stockholders who attended the meeting, as well as to those who submitted their proxies but were unable to be present at the meeting.

We're grateful for your interest in and support of Rocky Mountain Chocolate Factory. Jeff will now provide a brief business update. Jeff?

Jeffrey Geygan
Interim CEO and Board Member, Rocky Mountain Chocolate Factory

Thank you, Mel. First, I'd like to thank everyone who participated in our meeting today. Over the past year, we've spent an enormous amount of time and effort laying the foundation for a transformed company. During our last two investor earnings calls, we described many of the changes that have occurred under the current management team and made additional comments about our marketing plans. Today, I'd like to share a few images of our new store design, our new packaging, and our new website, all of which I've referenced recently. To begin, we have an ambitious plan to expand our store base in strategic markets that will create greater awareness and opportunity for consumers to enjoy our premium confectionery products. We're working methodically to secure leases on properties that have the potential to increase the average unit volume sales, which stands at just over $600,000 today.

We're developing a pipeline of new stores to be opened with existing franchisees. We've discovered a large number of our current franchisees are eager to expand and simply needed to be asked and supported in this effort. That support is coming from our existing franchise development team, and the results are encouraging. The new store design looks amazing. The images on your screen are from our Corpus Christi, Texas, company-owned store that was remodeled in July. The next few images are renderings from our Charleston, South Carolina, Chicago, Illinois, and Durango, Colorado stores. These are illustrations of our new, elegantly designed locations. With this design, we feel confident in our ability to attract not just existing franchisees, but also new franchisees who want to be part of our expanded franchise family.

Moving along, we've begun shipping our newly developed and very prestigious-looking Rocky Mountain Chocolate Factory box items, which were rebuilt from the ground up. We used extensive data and analytics to configure packaged items that represent our most popular candies while adding several new pieces to our assortment to round out our offerings in a 12 in by 6 in and a 6 in by 6 in shaped package. Our research and development efforts will continue as we strive to introduce new and exciting premium candy offerings and lean into being America's Chocolatier, which is a trademark term owned by Rocky Mountain Chocolate Factory. Our new packaged items hit stores for the first time last week. We've also updated our packaged tote offerings, keeping nearly the same highly demanded items in a new, more attractively designed tote.

With our new lineup, we've developed a modular system that allows us to easily and inexpensively roll out new arrangements in a more precise way where we can measure demand for items in the box, a data metric we've not had in the past. We're excited by these launches and will share more in the future as we maximize the power of our newly designed modular system. Finally, we've done a complete makeover of rmcf.com, our primary web asset. It has been many years since serious design intent was put into our e-commerce platform. It goes live later this month. When you visit, I think you'll be impressed with the elegant and intuitive user experience. We'll feature a limited number of our overall premium confectionery items while encouraging consumers to visit a nearby store to enjoy our full lineup of all of our factory-produced and store-made items.

We're working with stores to have a two-step process in which we capture e-commerce direct-to-consumer customers and then make a handoff to a nearby store. Our intent is to drive store traffic in a two-step process. In addition, we've incorporated our new franchise ownership offering into this site, a natural place for it to be presented to potential new franchisees. With an even more attractive store carrying elegantly packaged items and creating a heightened awareness through our targeted national marketing campaigns, we expect to increase overall store visits while increasing average ticket value at stores, metrics we track closely. We have a thoughtfully choreographed plan that leverages our existing and refreshed assets. Our goal is to expand stores in strategic markets to enable a local store visit to America's Chocolatier to consumers across the entire country.

Our company vision remains the same: to be the premier choice for franchisees of a premium confectionery retail concept that leads the field due to a continuous improvement mindset, offering best-in-class franchisee support while delivering premium products and a memorable in-store experience. We have a talented and engaged corporate team who work relentlessly to execute our aspirational strategic plan, which we believe will stabilize and grow the company while improving profitability in the coming years as we work to build lasting value for stockholders. We have 150 committed employees who are integral to our effort to achieve our annual and long-term goals. To each of you, please know your efforts are greatly appreciated. Building a successful business requires the commitment and effort of an entire team.

Again, on behalf of the board, I would like to express our appreciation to all stockholders for your continued support of our board and dedicated employees. Thank you. Now, back to you.

Moderator

The annual meeting for Rocky Mountain Chocolate Factory, Inc. has come to an end. Thank you for attending. You may now.

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