Mr. Bill Espley reports
DIRECT COMMUNICATION SOLUTIONS, INC.
ANNOUNCES SHAREHOLDER VOTING RESULTS
The following briefly describes the matters voted upon and the outcome of the votes at
Direct Communication Solutions Inc.'s annual and special
meeting of the shareholders held on Dec. 8,
2025, in Vancouver, B.C.
Item 1: Election of directors
The three nominees set forth in the management information circular of the company dated Oct. 29,
2025, were elected as directors of the company by way of an ordinary
resolution.
Item 2: Appointment of auditor
Davidson & Company LLP, chartered accountants, was appointed as the auditor of the company by
way of an ordinary resolution.
Item 3: Amendment to certificate of incorporation
A special resolution was passed on a disinterested basis with Mike Yao Zhou abstaining that:
1. The articles of incorporation of the company dated April 3, 2017, as amended by the articles of
amendment dated Dec. 16, 2019, and further amended by the articles of amendment dated Feb.
2, 2023, are authorized to be altered as follows:
(a) The authorized share capital of the company be amended as follows:
i. Change the identifying name of the company's currently authorized shares of common stock to Class A
shares, having subordinate voting rights and such other rights, privileges,
restrictions and conditions set out in the certificate of amendment of amended and restated certificate
of incorporation of the company as attached as Schedule A to the information circular;
ii. Increase the authorized share capital of the company's Class A shares to 500 million, as shall
be more particularly set forth in the certificate of amendment;
iii. Create a new class of Class B shares, with a par value of 0.001 cent and
authorize the company to issue a maximum number of 500 million Class B shares, having multiple
voting rights and other special rights and restrictions, in each case subject to the sunrise conditions
(defined hereinafter) in regard of such Class B shares, as described in the information circular and more
particularly set out in the certificate of amendment.
(b) Create and grant a one-time right to Mr. Yao Zhou pertaining to 529,142 shares of common
stock of the company held as to 571 shares owned directly and 528,571 shares of common stock held by
Superchain Investment One Ltd., a British Virgin Islands company wholly owned by MCNM
International Holding Ltd., a British Virgin Islands company wholly owned by Mr. Yao Zhou, which
right shall entitle Mr. Yao Zhou to elect to convert such shares when redesignated as Class A shares
into Class B shares on a one-for-one basis.
2. The company adopts the certificate of amendment and the provisions therein substantially in the form
set out in the information circular with such amendments as any one director or officer of the company
may approve, and all amendments to the aforesaid certificate of amendment, as amended, reflected
therein are approved.
Item 4: Approval of listing on NYSE American or Nasdaq
The resolution approving the adoption by the company to list its shares of common stock or its Class A
shares for trading on the NYSE American Stock Exchange, or alternatively, the Nasdaq Stock Market
as described in the information circular was passed by way of an ordinary resolution on a disinterested
basis.
Item 5: Approval of other business
The resolution approving the meeting to transact such other business as may properly come before the
meeting was passed by way of ordinary resolution.
About Direct Communication Solutions Inc.
Direct Communication is a technology solutions integrator focusing on connecting the Internet of Things. The company provides real solutions
that solve real problems. The company's software applications and scalable cloud services collect and assess business-critical
data from all types of assets. Direct Communication is headquartered in San Diego, Calif., Canadian Securities Exchange
(DCSI), and Frankfurt Stock Exchange (7QU).
We seek Safe Harbor.
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