SmartKem, Inc. (SMTK) June 2026 Annual General Meeting Transcript

Hello, and welcome to the annual meeting of the stockholders of SmartChem, Inc. Please note that today's meeting is being held in a virtual-only format. I will now turn the meeting over to Ian Jenks, the Chief Executive Officer of the company.

Thank you.

Good morning and welcome to the annual meeting of the stockholders of SmartChem, Inc. We're glad you could join us today. I am Ian Jenks, the Chief Executive Officer of the company, and I will chair and be chair of this annual meeting. It's 10 a.m. on June the 23rd, 2026, and I call this annual meeting to order. An affidavit has been delivered by Representative Broadridge certifying that on or about May 18th, 2026, notice of this annual meeting was mailed to all stockholders of record as of the close of business on May the 11th, 2026. the record date for this annual meeting. An agenda that outlines the order of business for the meeting was set forth in our annual proxy statement and has been made available to all of our stockholders. The matters on which the stockholders are meeting at the meeting are voting are one to elect two director nominees to serve as class two directors for a three-year term expiring at the annual meeting of stockholders in 2029. Two, to approve on an advisory basis the executive compensation program for the company's named executive offices. Three, to approve on an advisory basis the frequency at which future stockholder advisory votes on executive compensation should occur. Four, to ratify the appointment of CBIS, CPA, SPC as our independent registered public accounting firm for the year ending December the 31st, 2026. Five, to approve an amendment to our amended and restated certificate of incorporation to increase the number of shares of common stock that the company is authorized to issue from 300 million to 5 billion shares. Six, to approve an amendment to our 2021 equity incentive plan to increase the number of shares of common stock that the company is authorized to issue pursuant to the plan from 1,643,692 to 2,144,622 shares prior to giving effect to the reverse stock splits. Seven, to approve up to two amendments to our amended and restated certificate of incorporation to grant discretionary authority to our board of directors to effect up to two reverse stock splits. Eight. to approve the issuance of shares of common stock below the NASDAQ minimum price in excess of 19.99% of the company's issued and outstanding common stock in connection with the company's equity line of credit. Nine, to approve the issue of common stock below the NASDAQ minimum price in excess of 19.99% of the company's issued and outstanding common stock in connection with the conversion of the company's Series A convertible preferred stock or exercise of related warrants. Ten, to approve an amendment to our amended and restated certificate of incorporation to permit our stockholders to take action by written consent in lieu of the meeting. Eleven, to approve an amendment to our amended and restated certificate of incorporation to remove the two-thirds supermajority consent required to certain matters from our amended and restated certificate of incorporation, and 12 to consider any other matters that may properly come before the annual meeting, including any adjournment or postponement thereof. I'd like to begin the meeting by introducing my fellow members of the company's board of directors who are all present. Joining me today are the following, Clas de Boer, Steve Denbars, Melissa Denny, and Shri Perangbemba. We also have company officers with us today. Joining me today is Barbara Keck, our Chief Financial Officer. Finally, I'd like to introduce Peter Hagberg, who has been appointed as Inspector of Elections for the meeting, and any adjournment or postponement of this meeting. He has signed an oath to act as inspector and this oath will be filed within minutes of the meeting. Mr. Hagberg has prepared a report stating that from preliminary count there are present at this annual meeting votes represented in personal by proxy 14,145,094 shares of our common stock which represents more than a majority of 21,446,213 shares of our common stock outstanding and entitled to vote at this annual meeting the rules of conduct have been posted with a link on this webcast stockholders will have an opportunity to ask a question or make a statement about any resolution pending on the floor if you wish to ask such a question or make such a statement you may use the text box in the lower right hand section of this webcast please include your name and whether you're a stockholder or a proxy holder in the message If you're a proxy holder, please state the name of the stock holder that gave you proxy. Please keep your questions and statements brief and limited to the specific item up for discussion. When the votes have been tabulated and the preliminary report of the inspectors of election is complete, we will announce the results. Given the foregoing report from the secretary and inspector of elections, I declare that a quorum is present and we may proceed to transact business. Voting is now open. If you have previously voted via the proxy card, via telephone, or through the internet, and you do not intend to change your vote, it is not necessary for you to take any further action. Your vote will be counted. If you are eligible to vote and have not previously voted, or if you want to make a change to your vote, you may vote at this meeting by clicking the Vote button, filling out your proxy ballot, and submitting.

I'll now move to the voting.

Proposal 1, Director Election. The first item of business to come before the Annual Meeting is to elect two Director nominees to serve as Class II Directors for a three-year term expiring at the Annual Meeting of Stockholders in 2029. The names and detailed backgrounds of the nominated Director candidates as well as the information about our Directors Compensation and Corporate Governance are described in detail in the proxy statement. The Board of Directors recommends the approval as of the director election proposal.

Are there any questions from stockholders on this item of business? Proposal two, advisory vote on executive compensation.

The second item of business to come before the annual meeting is the approval on an advisory basis of the executive compensation program for the company's named executive officers. The board of directors recommends the approval of the say-on-pay proposal.

Are there any questions from stockholders on this item of business? Proposal three, frequency of say on pay.

The third item of business to come before the annual meeting is to approve on an advisory basis that the frequency at which future stockholders' advisory votes on executive compensation should occur every year. The Board of Directors recommends the approval of the frequency of say on pay proposal. Are there any questions from stockholders on this item of business? Proposal 4, Ratification of Independent Registered Public Accounting Firm. The fourth item of business to come before the annual meeting is the ratification of the appointment of CBIS CPAs PC as our independent registered public accounting firm for the year ending December 31, 2026. The Board of Directors recommends the approval of the CPA ratification proposal.

Are there any questions from stockholders on this item of business? Proposal five, increase the number of common stock.

The fifth item of business to come before the annual meeting is the approval of an amendment to the company's certificate of incorporation and authorization of the board to increase the number of shares of common stock that the company is authorized to issue from 300 million to 5 billion shares. The board of directors recommends the approval of the amendment to the company's certificate of incorporation and authorization of the board to increase the number of common stock.

Are there any questions from stockholders on this item of business? Proposal six, plan amendment.

The sixth item of business to come before the annual meeting is an increase in the number of shares of common stock that the company is authorized to issue pursuant to the 2021 equity incentive plan. The board of directors recommends the approval of the plan amendment proposal.

Are there any questions from stockholders on this item of business? Proposal 7, reverse stock splits.

The seventh item of business to come before the annual meeting is the approval of up to two amendments to the company's certificate of incorporation and authorization of the board to effect up to two reverse stock splits. The board of directors recommends the approval of the reverse stock split proposal. Are there any questions from stockholders on this item of business. Proposal 8, issuance of common stock in connection with the equity line of credit. The eighth item of business to come before the annual meeting is the approval of the issuance of shares of common stock below the NASDAQ minimum price in excess of 19.99% of the company's issued and outstanding common stock in connection with the company's equity line of credit. The board of directors recommends the approval of proposals. eight. Are there any questions from stockholders on this item of business? Proposal nine, issuance of common stock in connection with the conversion of the company's series A convertible preferred stock or exercise related warrants. The ninth item of business to come before the annual meeting is the approval of the issuance of shares of common stock below the NASDAQ minimum price in excess of 19.99% of the company's issued and outstanding stock in connection with the conversion of the company series A convertible preferred stock or exercise of related warrants. The Board of Directors recommends the approval of Proposal 9. Are there any questions from stockholders on this item of business? Proposal 10, written consent. The 10th item of business to come before the annual meeting is the approval of an amendment to our amended and restated certificate of incorporation to permit stockholders to take action by written consent in lieu of meeting. The Board of Directors recommends the approval of the written consent proposal. Are there any questions from stockholders on this item of business? Proposal 11, removal of the two-thirds supermajority consent requirements. The 11th item of business to come before the annual meeting is the approval of an amendment to our amended and restated certificate of incorporation to remove the two-thirds supermajority consent requirements for certain matters from our amended and restated certificate of incorporation. The Board of Directors recommends the approval of the removal of the two-thirds supermajority consent requirements proposal. Are there any questions from stockholders on this item of business? The voting on all of the motions is now closed. No additional ballots, proxies, or votes, no changes or revocations will be accepted.

The preliminary results of the voting will be announced momentarily. I understand the inspector of election has now completed a preliminary tabulation of votes. I'll hand over to Ken.

Thank you and good morning. As inspector of elections, I have completed the preliminary tabulation on all of the matters that have come before this meeting. The results are as follows. One, the election of two director nominees to serve as class two directors for a three-year term expiring at the annual meeting of stockholders in 2029 has been approved. Two, the approval on an advisory basis of the executive compensation program for the company's named executive officers has been approved. Three, the approval on an advisory basis at the frequency at which stockholders' advisory votes on executive conversation should occur every year has been approved. Four, the ratification of the appointment of CBiz, CPAs, PCs, PC as our independent registered public accounting firm for the year ending December 31st, 2026 has been approved. Five, the amendment to the company's certificate of incorporation and authorization of the board to increase the number of shares of common stock that the company is authorized to issue from 300 million to 5 billion shares has been approved. Six, the increase in the number of shares of common stock that the company is authorized to issue pursuant to the 2021 equity incentive plan has been approved. Seven, the proposal for up to two amendments to the company's certificate of incorporation and authorization of the board to effect up to two reverse stock splits has been approved. Eight, the issuance of shares of common stock below the NASDAQ minimum price in excess of 19.99% of the company's issued and outstanding common stock in connection with the company's equity line of credit has been approved nine the issuance of shares of common stock below the nasdaq minimum price in excess of 19.99 percent of the companies issued an outstanding common stock in connection with the conversion of the company's series a convertible preferred stock or exercise of related warrants has been approved ten the amendment to the amended and restated certificate incorporation of incorporation to permit our stockholders to take action by written consent in lieu of a meeting has not been approved. Eleven, the amendment to our amended and restated certificate of incorporation to remove the two-thirds supermajority consent requirements for certain matters from our amended and restated certificate of incorporation has not been approved. thank you thank you Peter this completes the form of business to come before this annual meeting and I now declare this annual meeting adjourned thank you for your attendance and interest in smart chem the meeting has now concluded thank you for joining and have a pleasant day