AutoCanada Inc. (ACQ) Earnings Call Transcript & Summary

Hello, and welcome to the annual and special meeting of the shareholders of AutoCanada Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Antony. Chairman, the floor is yours.

Good afternoon and welcome to the annual and special meeting of shareholders of AutoCanada. My name is Paul Antony. I'm the Chairman of the company and will be chairing the meeting of shareholders today. The meeting is being held virtually via live webcast, and we have established the following rules to have any orderly meeting. Number one, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the Q&A tab on the right side of your screen. Please note, there'll be a slight delay in the publication of the communications received. Number two, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motion may be addressed during the meeting. Number three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of the financial statements. Number four, the polls are currently open for all registered holders and duly appointed proxy holders who have properly logged in with their control numbers or user names and wish to vote. You only have a certain amount of time to register your vote, and I'll indicate when polls are closed. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I'll move and second all motion. I now ask the meeting of the shareholders of the company come to order. I appoint Cynthia Hill, Senior Associate, General Counsel of the company, as Secretary of the meeting. For the purposes of the meeting, I appoint Computershare Trust Company of Canada, through its representatives, as scrutineers to compute the votes of any polls taken at this meeting and to report thereon to me. The purposes of today's meetings are set out in the management information circular of the company dated March 20, 2023. The notice calling this meeting, the management information circular and the formal proxy were mailed to shareholders on March 29, 2023. Unless there is any objection, I'll dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by Computershare. I direct that a copy of such proof of service be attached to the minutes of this meeting as a schedule. I've been advised there are more than 2 persons representing more than 5% of the outstanding votes of the company present, and therefore, a quorum of shareholder of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report and I direct that their formal report be attached to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I present to the meeting the audited consolidated financial statements for the company for the fiscal period ended December 31, 2022, together with the auditor's report to the shareholders thereon. Copies of such documents are available on our website and on SEDAR, and it is not proposed to read them to the meeting. Before proceeding to the next 3 items of business, I'd like to describe the voting procedure. Voting today will be conducted by electronic ballot. I ask that Computershare now open the balloting to registered holders and duly appointed proxy holders. All registered holders and duly appointed proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the for or withhold button next to the name of each proposed director and the resolutions with respect to the appointment of PricewaterhouseCoopers as the company's auditor, and the for or against buttons next to the approval of certain amendments to the stock option plan. I'll now describe these 3 items in more detail. The next item of business is the election of directors. The 7 directors to be elected by the shareholders of the company will hold office until the close of business of the first annual meeting of shareholders of the company following election or until their successors are elected or appointed. Dennis DesRosiers, Rhonda English, Stephen Green, Barry James, Lee Matheson, Elias Olmeta, and I, Paul Antony, have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as Director. I move and second the motion to elect the directors. The next item of business is the appointment of the auditors of the company for the ensuing year, and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLC as the auditor of the company. I move and second that PricewaterhouseCoopers LLC be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix the remuneration. The final item of business is the approval of certain amendments to the stock option plan of the company as more particularly described in the management information circular. I move and second that the certain amendments of the stock option plan of the company be approved. We'll provide registered shareholders and duly appointed proxy holders a few more moments to complete the electronic ballots. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

Computershare, please close the polls. Electronic balloting is now closed. I would ask that the scrutineer to compile the reporting regarding the results of the voting on all matters. I've been advised by the scrutineers that based on the preliminary results, ballots and proxies deposited for the meeting have been voted in favor of the resolutions. So number one, each of the 7 nominees have been elected as directors of the company to serve until the next annual meeting of shareholders, or until their successors are elected or appointed. Number two, the appointment of PricewaterhouseCoopers LLC as the auditor of the company has been approved, and the Board of Directors of the company has been authorized to fix the remuneration. Number three, the amendments to stock option plan of the company as more particularly described in the management information circular have been approved. I direct the results be included with the minutes of this meeting and be announced in the press release in accordance with the policy of the TSX filed on SEDAR. The formal items of business as set out in the Notice of the Meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. And I'll now pass it over to Peter Hong, our Chief Strategy Officer and General Counsel, to moderate the question-and-answer portion of the meeting. Peter?

Thanks, Paul. Any attendees who are registered shareholders or duly appointed proxy holders who would like to ask a question can now use the instant messaging feature of the interface to do so. We'll answer as many questions as time permits. When asking your question, please include your name, the entity that you represent, if any, and confirm that you are a registered shareholder or proxy holder. As there are no questions, that concludes the Q&A period for this meeting. And thank you, everyone, for taking the time to join our 2023 Annual and Special Shareholders Meeting.

This concludes the meeting. You may now disconnect, and have a pleasant day.