Subject: Press release
PDF Document
File: Attachment 2025-12- 09 DCS_Vote Results.pdf
Direct Communication Solutions, Inc.
ANNOUNCES SHAREHOLDER VOTING RESULTS
San Diego, California December 9, 2025 Direct Communication Solutions, Inc. ("DCS" or the
"Company") (CSE: DCSI) (FSE: 7QU)
The following briefly describes the matters voted upon and the outcome of the votes at the annual and special
meeting of the shareholders of Direct Communication Solutions, Inc. (the "Company") held on December 8,
2025 in Vancouver, British Columbia:
Item 1: Election of Directors
The three nominees set forth in the management information circular of the Company dated October 29,
2025 (the " Information Circular") were elected as directors of the Company by way of an ordinary
resolution.
Item 2: Appointment of Auditors
Davidson & Company LLP, Chartered Accountants were appointed as the auditors 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 December 16, 2019 and further amended by the Articles of Amendment dated February
2, 2023, are authorized to be altered (collectively, the "Amendments") 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 (the "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 (the "Certificate
of Amendment");
ii. increase the authorized share capital of the Company's Class A Shares to 500,000,000, as shall
be more particularly set forth in the Certificate of Amendment;
iii. create a new class of Class B shares (the "Class B Shares"), with a par value of $0.00001 and
authorize the Company to issue a maximum number of 500,000,000 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 Mike 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 Limited, a British Virgin Islands company wholly owned by MCNM
International Holding Limited, a British Virgin Islands company wholly owned by Mike Yao Zhou, which
right shall entitle Mike 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.
DCSI is a technology solutions integrator focusing on connecting the Internet of Things. We provide real solutions
that solve real problems. Our software applications and scalable cloud services collect and assess business-critical
data from all types of assets. DCSI is headquartered in San Diego, California, Canadian Securities Exchange
("DCSI") and Frankfurt Stock Exchange ("7QU"). For more information, visit www.dcsbusiness.com. DCSI and
the DCSI logo are among the trademarks of DCSI in the United States. Any other trademarks or trade names
mentioned are the property of their respective owners.
Contacts: Bill Espley, CEO & Chairman of the Board
bespley@dcsbusiness.com
604-630-3072
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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