GOVERNANCE

Small company. Public standards.

An independent audit chair, an audit committee charter on the public record, founders escrowed for 36 months, counsel on every release and every number traceable to a filing.

Board of directors

DirectorRoleIndependenceCommittees
Matthew FriesenExecutive Chairman and DirectorNot independentAudit; Compensation, Governance and Nominating
Mehdi MogharehDirector and Chief Executive OfficerNot independent
Michael StierIndependent DirectorIndependentChair of the Audit Committee; Chair of the Compensation, Governance and Nominating Committee. Fifteen years in capital markets; former CIBC advisor.
Robert BirminghamIndependent DirectorIndependentAudit; Compensation, Governance and Nominating

Committee composition as recorded at the board meeting of 1 October 2026. The Audit Committee and the Compensation, Governance and Nominating Committee each comprise Michael Stier (chair), Robert Birmingham and Matthew Friesen.

Documents

DocumentWhere to find it
Audit Committee charterSet out in the Filing Statement dated 9 July 2026, filed on SEDAR+
Notice of articles and articlesSEDAR+
Management information circular, annual general and special meeting of 10 December 2026Posted here when filed, with the form of proxy and the notice of meeting

Additional governance policies are posted here as the board adopts them.

Annual general meeting

The 2026 annual general and special meeting of shareholders will be held on 10 December 2026 at 9:00 am Vancouver time at Suite 1600, 925 West Georgia Street, Vancouver. The record date is 2 November 2026. Shareholders will be asked to set the number of directors at four, elect the directors, approve a new omnibus equity incentive plan to replace the existing stock option plan, and reappoint DMCL LLP as auditor. The management information circular and form of proxy will be sent to shareholders and filed on SEDAR+ before the meeting; the voting results are posted here and filed after it. Questions sent in advance to investors@ocal.ca are answered in writing on this page after the meeting.

Corporate information

ItemDetail
Legal nameOCAL Financial Inc. (British Columbia)
Head officeSuite 500, 885 Dunsmuir Street, Vancouver, BC V6C 1N5
Edmonton hub10515 103 Avenue NW, Edmonton, AB T5J 4P7
Fiscal year end31 August
Exchange listingsTSX Venture Exchange: OCAL (Tier 2), since 21 July 2026. Frankfurt Stock Exchange: JC3, since 25 August 2026.
Operating subsidiary1301756 B.C. Ltd., wholly owned, holding the dealer licences and operating contracts
Dealer licencesBritish Columbia: OCAL Financial Inc., licensed motor dealer, VSA D50207. Alberta: AMVIC-licensed business, AMVIC B2036050.
AuditorDMCL LLP, Vancouver
Legal counselLawson Lundell LLP, Vancouver
Transfer agentEndeavor Trust Corporation, Vancouver
Investor relationsSignal Capital Advisors (Shushu Feng, Investor Relations Manager), engaged as announced
Disclosure practiceEvery news release is reviewed by counsel and pre-filed with CIRO before distribution; material information is disclosed immediately through a news release and filed on SEDAR+; operating metrics are defined once and reported every period.

Insider ownership

The two founders hold about 54.3 percent of the shares outstanding (Matthew Friesen 14,212,381 shares and Mehdi Moghareh 5,710,825 shares per SEDI, October 2026), in TSXV Tier 2 value escrow released over 36 months from listing. Directors and officers file their holdings and trades on SEDI within five days; the founders have not sold a share since listing. The full table of insider holdings will be in the management information circular for the annual general and special meeting, filed on SEDAR+.