Annual General Meeting Transcript - WBD 2026-06-09

Operator

Thank you for standing by, and welcome to the Borealis Foods, Inc. Annual Meeting. I'll now turn the conference over to Reza Soltanzadeh. You may begin.

Reza Soltanzadeh, CEO

Good afternoon, and welcome to the 2026 Annual Meeting of Shareholders of Borealis Foods. My name is Reza Soltanzadeh, Chief Executive Officer of Borealis Foods, and I will act as chair of this meeting. It is now 12.30 p.m. Eastern Time on June 29, 2026, and I hereby call the meeting to order. Joining us today are members of the Board of Directors, members of management, representatives of Carr, Riggs, and Ingram, our independent registered public accounting firm, and the representatives of Caridio Group serving as Inspector of Election. I would now like to introduce Pune Rahimi, Chief Legal Officer, who will act as Secretary of the Meeting. I will now turn the meeting over to Pune.

Pune Rahimi, Analyst — Other

Thank you, Reza. Good afternoon, everyone, and welcome. The company has appointed the Caridio Group, Inc., as Inspector of Election. Ms. Heather Obie is serving as inspector of election and has executed inspectors both. The rules of conduct have been posted on the virtual meeting platform and will govern the conduct of this meeting. Only shareholders of record as of May 26, 2026 and duly appointed progress holders are entitled to vote at this meeting. Questions may be submitted through the virtual meeting platform. Questions should relate to the business of the meeting and may be addressed following the formal portion of the meeting if time permits please note that this meeting is being recorded the board fixed May 26 2026 as the record date for determining the shareholders entitled to notice and vote at this meeting an affidavit of distribution of the notice of annual meeting process and annual report has been received and we will be incorporated into the minutes of the meeting. As of the record date, there were 21,463,306 common shares issued and outstanding and entitled to vote at this meeting. The inspector of election has advised that approximately 60% of the outstanding shares entitled to vote are represented in person or by proxy. Accordingly, a quorum is present and a meeting is duly constituted for the transaction of business. What to be conducted at this meeting is, number one, to receive the audited, consolidated financial statements of the company for the fiscal year ended December 31st, 2025, which were included in the company's annual report and made available to shareholders in connection with this annual meeting. Number two, to elect eight directors. And number three, to appoint Carr, Riggs & Ingram, LLC, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The audited consolidated financial statements for the fiscal year ended December 31st, 2025, were included in the company's annual report on Form 10K, previously made available to shareholders. No shareholder vote is required with respect to the financial statements. Turning now to the proposals. Proposal number one, election of directors. Following individuals have been nominated for election. Bartholomew Helg, Dr. Reza Zoltanvadeh, Ambassador Earthrin Cousin, Mr. Stephen Oyer, Mr. Shukrat Ibrahimov, Mr. Amin Adami, Mr. Pavel Minjanov, and Ms. Zorae Algazieva. each nominee will be elected if he or she receives a plurality of the votes cast abstentions and broker non-votes are not counted as votes cast and have no effect on the outcome the board unanimously recommends a vote for each nominee we have any questions pertaining to proposal one nope there aren't any questions and proposal number two appointment of directors proposal number two is to appoint car rigs and ingram llc as the company's independent registered public accounting firm for fiscal year ending december 31st 2026 approval of proposal two requires the affirmative vote of a majority of the votes cast on the proposal. The Board unanimously recommends a vote for Proposal 2. Do we have any questions pertaining to Proposal 2? Nope, there are no questions. I turn it over to you, Reza. The polls are now open. Any shareholder

Pune Rahimi, Analyst — Other

who has not yet voted may do so now through the virtual meeting platform. The polls are now closed. I will now turn the meeting back to Pune for inspector's preliminary report.

Pune Rahimi, Analyst — Other

Thank you, Risa. The inspector's preliminary report. Based upon votes cast, each of the eight nominees has received the requisite plurality of votes cast and has been duly elected as a director of the company. In addition, the proposal to appoint Carr, Riggs & Ingram, LLC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026 has received the requisite majority of votes cast and has been approved. The final voting results will be reported in a current report on Form 8K to be filed with the Securities and Exchange Commission. The Chair has been advised that no other business has been properly brought before the meeting. Back to you, Reza.

Reza Soltanzadeh, CEO

Is there any other business that may properly come before the meeting?

Pune Rahimi, Analyst — Other

There isn't any.

Reza Soltanzadeh, CEO

There will be no further business to come before the meeting, before I adjourn today's meeting. I would like to respond to any shareholders' questions submitted through the virtual meeting platform. Pune, would you please present any shareholder questions?

Pune Rahimi, Analyst — Other

We don't have any questions that have come in, Rizad.

Reza Soltanzadeh, CEO

Thank you, Pune. Now, with the formal business of the meeting concluded, I'd like to provide a brief update on the company. As we have discussed and we have filed in our 8Ks, we've had challenges with our working capital and we've had challenges with our senior lenders in the year 2025 and early 2026. those problems have been have been mostly solved shareholders have shown commitment to the company and to the success of the company as we have found in our in our in our latest 8k the company today is very much looking forward to a good 2026 and a better 2027. We have invested heavily in our science and in our formulations and commercialization of our products over the past few years. And we have built a world-class plant with ample capacity. Our products are well-received in the market, not only in the U.S., but across other regions that we have started distribution in, including Canada and Mexico and Europe. And we are super excited about the future. We have now several multinational groups that we have formed partnerships with, wherein And we are using our IPN formulation and manufacturing infrastructure to launch truly fantastic products. You know, these products are our sort of high protein products that are well received in the market. So monetization of all our efforts and investments of the past few years has begun. and we very much look forward to sort of next few quarters to be good quarters and we will file accordingly as we get more information and as we sort of sign new contracts and agreements that are significant and we will definitely sort of inform the market. But I am personally very excited about what the future holds for Borealis Foods.

Pune Rahimi, Analyst — Other

And again, thank you very much, everyone, for joining our meeting.

Reza Soltanzadeh, CEO

I hereby, and with that, on behalf of the Board of Directors and Management, thank you for your participation and continuous support of Borealis Foods. I hereby declare the 2026th Annual Meeting of Shareholders of Borealis Foods, Inc. adjourned.

Operator

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