NIP Group Inc. (NIPG) Earnings Call Transcript

All right. Good evening, ladies and gentlemen. Welcome to the Extraordinary General Meeting of NIP Group, Inc. I'm Mario Ho, co-Chief Executive Officer and the Chairman of the Board of Directors of NIP Group Inc. Pursuant to the company's Articles of Association, I shall preside as the Chairman for today's Extraordinary General Meeting. Pursuant to the company's Articles of Association, a notice of Extraordinary General Meeting was properly sent to shareholders on or about [indiscernible] 2026. According to the notice of Extraordinary General Meeting, all shareholders of record at the close of business on September 17, 2026 Eastern Time are entitled to vote at the Extraordinary General Meeting. The register of members as at the record date shows holders of 431,520,600 Class A ordinary shares of the company and holders of 83,081,001 Class B ordinary shares of the company, which are entitled to vote at this meeting. At this meeting, according to the documentation have been provided by the company. They are represented in person by a duly authorized representative or by proxy 10,271,017 Class A ordinary shares of the company and 83,081,001 Class B ordinary shares of the company, representing approximately 79.87% of the total number of votes of the shares of the company outstanding and eligible to vote at this meeting. Today with me is Hicham Chahine, as Director of the company, the authorized representative of [ BigLife ] AS and as a shareholder of the company. In addition, [ Salti ] Sun Holdings Limited, [indiscernible] Holdings Ltd, [ Rayce ] Holdings Ltd, Danny Hu Holdings Limited, Oscar Gu Holdings Limited, [ Starnext ] World Limited and City Nominees Limited, are present by one or more proxies. Accordingly, I declare that a quorum is present in accordance with the company's Articles of Association. The meeting is duly constituted, and we may proceed with the business of the meeting. Pursuant to the company's Articles of Association, I required that all of the resolutions set out in the notice of meeting shall be voted on a poll. If you agree, I propose that we take the notice of the meeting as read. Resolution 1. I propose to consider and if thought fit to pass, with or with our amendment, the resolution #1 in the notice of meeting a special resolution. I will now the proxy results for Resolution 1. For 28,345,141, against 21,300, abstain 0. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of this resolution. I formally propose Resolution 1 and demand that a poll be taken in respect of the resolution. Will you please complete your post lips accordingly or if you're participating by Zoom, confirm your vote when you are called. [ SAM ] [indiscernible] Management Limited, please confirm your vote. I hereby confirm my vote. [ Hisham Shashin ] please confirm your vote on behalf of yourself and as the authorized representative of [ BigLife ] AS.

I confirm for.

Resolution 2. I propose to consider and if thought fit to pass, with or without amendment, the resolution #2 in the notice of meeting as a special resolution. I will now read the proxy results for Resolution 2. For 28,347,301, against 19,080, abstain 60. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of this resolution. I formally propose Resolution 2, and demand that a poll be taken in respect of this resolution. We please complete your poll slips accordingly or if you're participating by Zoom, confirm your vote when you are called. [ SAM ] [indiscernible] Management Limited. Please confirm your vote. I hereby confirm my vote. [ Hisham Shashin ], please confirm your vote on behalf of yourself and as the authorized representative of [ BigLife ] AS.

I confirm on behalf of both.

Resolution 3. I propose to consider and if thought fit to pass with or without amendment the resolution #3 in the notice of meeting as an ordinary resolution. I will now read the proxy results for Resolution 3. For 28,356,841, against 9,600, abstain 0. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of this resolution. I formally propose Resolution 3 and the man that a poll be taken in respect of this resolution. Will you please complete your post lives accordingly or if you're participating by Zoom confirm in your call. [ SAM ] [indiscernible] Management Limited, please confirm your vote. I hereby confirm my vote. [ Hisham Shashin ] please confirm vote on behalf of yourself and as the authorized representative of [ BigLife ] AS.

I confirm for, on behalf of both.

Thank you. The meeting will now be adjourned for a short interval whilst the post slips are returned and aggregated with the proxy cards following which the results of the poll will be declared. Okay. Thank you for your patience. I shall proceed to announcing the results of the resolutions. Resolution 1, I confirm that the company has received the following valid votes in motion to Resolution 1. All of the 83,081,001 Class B ordinary shares vote for the resolution, 10,249,717 Class A ordinary shares voted for the resolution, 0 Class B ordinary shares voted against the resolution, 21,300 Class A ordinary shares voted against the resolution, 0 Class B ordinary share votes abstained from voting on the resolution, 0 Class A ordinary shares voted abstain from voting on the resolution. I declare the Resolution 1 carried by the necessary majority. Resolution 2. I confirm that the company has received the following valve votes in relation to Resolution 2. All of the 83,081,001 Class B ordinary shares vote for the resolution, 10,251,877 Class A ordinary shares vote for the resolution, 0 Class B ordinary share votes against the resolution, 19,080 Class A ordinary shares voted against the resolution, 0 Case B ordinary shares votes abstained from voting on the resolution, 60 Class A ordinary shares vote abstained from voting on the resolution. I declare the resolution to carry by the necessary majority. Resolution 3. I confirm that the company has received the following valid votes in relation to Resolution 3. All of the 83,081,001 Class B ordinary shares vote for the resolution, 10,261,417 Class A ordinary shares vote for the resolution, 0 Class B ordinary share votes against the resolution, 9,600 Class A ordinary shares voted against the resolution, 0 Class B ordinary share will sustain from voting on the resolution, 0 Class A ordinary shares both abstain from voting on the resolution. I declare the Resolution 3 carried by the necessary majority. Ladies and gentlemen, that concludes today's formal business. On behalf of the Board, I'd like to thank you for all of your attendance and declare the Extraordinary General Meeting closed. Thank you so much.