Splash Beverage Group, Inc. (SBEV)
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AGM 2025

Oct 31, 2025

Operator

Thank you for standing by, and welcome to the Splash Beverage Group, Inc. annual meeting. I will now turn the call over to Robert Nistico. Please go ahead.

Robert Nistico
CEO and Member of the Board, Splash Beverage Group

Thank you very much. Good morning, ladies and gentlemen. Welcome, and thank you for coming to our 2025 annual meeting of shareholders of Splash Beverage Group, Inc., or Splash or the company I'll refer to. My name is Robert Nistico. I am the Chief Executive Officer and a member of the Board of Directors of the company, and I'll act as Chairperson of the meeting. We're excited again to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal. As is our custom, we'll conduct the business portion of the meeting first and answer questions at the end of the meeting.

Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible in keeping with the digital approach to this year's meeting. It is now shortly after 10:00 A.M. Eastern Standard Time on October 31st, 2025. This meeting is officially called to order, and I would now like to introduce other members of the board at today's meeting. At this time, I'd like to recognize the following members of the board at today's meeting, including Justin York, Tom Fohr, Bill Capel. Additionally, Bill Meissner, our President and Chief Marketing Officer, who is also our Secretary, will be acting as Secretary for the meeting. Next, I'd like to introduce Bill Devereaux, Chief Financial Officer. Bill, would you please address some other formalities relating to the meeting?

Bill Devereaux
CFO, Splash Beverage Group

Thank you, Robert. Certain formalities are required to convene this meeting, after which the matters stated in the notice of this meeting and in the proxy statement which you received shall be addressed. I would like to begin by calling your attention to the agenda for the meeting, which has been provided to you. The business of the meeting will follow the orders set forth in the agenda. Broadridge Financial Solutions has been appointed the independent inspector of election for this meeting, and a representative of Broadridge Financial Solutions is with us today and has been duly sworn. I will include the oaths of the inspectors of election and the reports of the inspectors of election when completed regarding the quorum and voting in the minutes of this meeting. Now is the commencement of a formal meeting.

After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Proof of notice of meeting and determination of quorum. The Board of Directors fixed October 2nd, 2025, as a record date for determining stockholders entitled to vote at this meeting.

An affidavit has been delivered attesting to the fact that either, one, a notice of internet availability of the notice of the meeting, the proxy statement, and the 2024 annual report to shareholders, or two, the documents themselves were mailed on or about October 6th, 2025, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 2.4 million shares of common stock outstanding and entitled to vote at this annual meeting. We are informed by the inspector of election that there are represented in person or by proxy shares of common stock representing votes of approximately 52% of the voting power on the record date.

Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. That completes the administrative formalities. I turn the program back to you, Robert.

Robert Nistico
CEO and Member of the Board, Splash Beverage Group

Thank you, Bill. Now I'll present the matters to be voted on. We will address any questions you may have regarding the business of the company later in the program. Proposal one is the election of directors. The current board has nominated myself, Robert Nistico, Justin York, Bill Capel, and Tom Fohr for election as directors to hold office until the next annual stockholders' meeting or until their successors are duly elected and qualified. Proposal two is to ratify the appointment of our independent registered public accounting firm, Rose Snyder and Jacobs, LLP.

Proposal three, approve in accordance with NYSE American Company Guide Section 713, the issue of common shares of stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 2025, which we refer to as the exchange cap pursuant to the outstanding convertible preferred stock warrants and convertible promissory notes. Proposal four, approve in accordance with NYSE American Company Guide Section 713, the issuance of shares of the company's common stock pursuant to an equity line of credit with CM Capital Master Fund, LP, establishing an equity line of credit pursuant to which the company may sell shares of common stock to the purchaser from time to time in its discretion in excess of, without giving effect to, the exchange cap. Proposal five, approve the 2025 equity incentive plan.

Proposal six, approve a possible increase in the company's authorized common stock to 400,000 shares. Proposal seven, approve an adjournment of the annual meeting to a later date or time if necessary to permit further solicitation and vote of the proxies if there are not sufficient votes at the time of the annual meeting to approve any of the proposals present for the vote at the annual meeting. We only have one, which we will be delaying until November 14th. With respect to proposal six, the required vote has not yet been obtained. The company will adjourn the meeting with respect to this proposal to allow additional time for stockholders to submit their votes. The meeting is therefore adjourned solely with respect to proposal six, and it will reconvene on November 10th at 10:00 A.M.

The other proposals have been duly voted upon, and the results will be announced in accordance with SEC requirements. Bill?

Bill Meissner
CFO, Splash Beverage Group

It is now 10:07 A.M. Eastern Time on October 31st, 2025, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will now pause for voting. Now that everyone has had the opportunity to vote, I now declare the polls closed. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the board have been duly elected and proposals one through five and seven have been approved.

We will be reporting the final vote results in a Form 8-K to be filed within four business days.

Robert Nistico
CEO and Member of the Board, Splash Beverage Group

Thank you, Bill.

Robert?

Bill Devereaux
CFO, Splash Beverage Group

Thank you. I hereby accept the report and certification, and I declare that the resolutions proposed and voted on by shareholders have been approved. Now we'd like to open things up for stockholder questions and comments. We will take stockholders' questions that are being entered today via the web portal. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. It appears we don't have any questions. As there are no other items of business to come before the meeting, I now wish to adjourn the meeting. Ladies and gentlemen, we thank you for coming. The meeting is now adjourned.

Operator

This concludes today's meeting. You may now disconnect.

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