Safe & Green Holdings Corp. (OLOX) Earnings Call Transcript

Good morning, ladies and gentlemen, and welcome, thank you for coming to a special meeting of shareholders for Safe & Green Holdings. My name is Michael McLaren, and I'm the Chief Executive Officer and will act as Chairperson for the meeting. We're excited to be hosting our special meeting. We will be conducting the business portion of our meeting first and we'll answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible is now shortly after 10:00 a.m. Eastern Standard Time on August 25, and this meeting is officially called to order. And I would like to introduce some of the members of the Board at this time. I'd like to recognize the following members at today's meeting. Christopher Melton, Chief Head Director; and Sam Verma. I myself, I am the Chief Executive Officer and Chairman of the Board; and next, I would like to introduce Caleb Zobrist, who will act as the secretary of the meeting. Caleb will you please address some of the formalities related to the meeting.

Thank you, Michael. 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. [ Daragh Hewitt ] has been appointed as the Inspector of Elections for this meeting and he is with us today and has been duly sworn. As Secretary of the meeting, I will include the oath of the inspectors of election and the reports of the inspectors of election when completed regarding the quorum and voting in the minutes of the meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions out of considerations for others, please limit yourself to 1 question. Please note this meeting is being recorded. The Board of Directors fixed July 11, 2025, as the record date for determining stockholders entitled to vote at this meeting. The stockholder list shows that as of the record date, there were 10,120,651 total shares of common stock outstanding and entitled to vote at this special meeting. We are informed by the inspector of election that they are represented in person or by proxy shares of common stock representing 4,191,317 votes or approximately 33.62% of the voting power as of the record date. Since this represents more than 1/3 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, Michael.

Okay. Thank you, Caleb. Now I will present the matters to be voted on. We will address any questions that you may have regarding of the business of the company later in the program. Proposal 1 is to approve a proposal to grant discretionary authority over the Board of Directors to amend our Articles of Incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares or a reverse stock split at a specific rate, within a range of 1 for 10 to a maximum of 1 for 100 with the exact ratio to be determined by our Board of Directors in its sole discretion and in effect the reverse stock split at all within 1 year of the date of proposal is approved by the stockholders. Proposal 2 is to promote -- is to approve a proposal to authorize for purposes of complying with the NASDAQ Rule 5635(d), the issuance of conversion of shares pursuant to the Series B preferred stock, including the issuance of all the conversion shares in excess of 19.99% of the issued and outstanding common shares on July 17, 2025. Proposal 3 is to approve an adjournment of the 2025 special meeting to a later date or dates if necessarily, top permit -- to permit further solicitation and vote of proxies in the event that there's not sufficient votes in favor of proposal 1 or to establish a quorum. If any stockholder would like to make a comment regarding the proposals, please do so. And that's at the end. All right. Caleb, over to you.

Thank you. Voting will proceed as soon as I declare the polls are open. You may vote with raised hands if on video. 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. It is now 10:05 a.m. Eastern Time on August 25, 2025. And the polls are now open. [Voting]

All those in favor of proposal 1, please make it known. All those in favor of proposal 2, please make it known. All those in favor of Proposal 3, please make it known. Now that everyone has had the opportunity to vote, I now declare the polls to be closed. We have been informed by the inspector of election that the preliminary vote report shows that each of the 3 proposals have passed. We will be reporting the final vote results in a current report form on Form 8-K to be filed within 4 business days. Turning back to you, Michael.