AutoCanada Inc. (ACQ) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders and Stockholders of AutoCanada Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording and transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent a warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Antony, AutoCanada's Executive Chair. The floor is yours.

Good afternoon, and welcome to the Annual General Meeting of Shareholders of AutoCanada. My name is Paul Antony, and I'm the Executive Chair of AutoCanada, and I'll be chairing the Meeting of Shareholders today. This meeting is being held virtually via live webcast, and we've 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 will be a slight delay in the publication of the communications received. Number two, questions will generally appear shorter after they submitted, but will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters are directly related to the motions that may be addressed during the meeting. Number three, for the purpose 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. And 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 name and wish to vote. You only have a certain amount of time to register your votes and I'll indicate when the polls are closed. We'll now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I'll move and second all motions. Call to order and appointment of Secretary, and I now ask the General Meeting of the shareholders account company to come to order. I appoint Cynthia Hill, our legal counsel as Secretary of the meeting. For appointment of scrutineers, for the purpose of the meeting, I appoint Computershare Trust Company of Canada, through its representative scrutineers, to compute the votes of any polls taken at this meeting and to report them thereon to me. The purpose of today's meeting are set out -- for the [ constitution ] of the meeting, the purpose of today's meeting are set out in the management information circular of the company dated March 18, 2024. The notice calling this meeting, the management information circular and the proxy -- form of proxy were mailed to shareholders on March 26, 2024. Unless there is any objection, I'll dispense with the reading of the notice of 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. They've 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. Quorum. I've been advised there more than -- sorry, quorum. I've been advised there are more than 2 persons representing more than 5% of the outstanding voting shares of the company present, and therefore, a quorum of shareholders of the company is present. The meeting is properly called and duly constituted for the transaction of the business. I've received the scrutineers' report, and I direct their formal report be attached in the minutes of the meeting as a schedule. Financial statements. As the first item of business on the agenda for today's meeting, I present to the meeting the audited consolidated financial statements of the company for the fiscal period ended December 31, 2023, 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. Voting. Before proceeding to the next 3 items of business, I'd like to describe the voting procedures. The voting today will be conducted by electronic ballot. I ask that Computershare now open the ballot into 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 the screen, all motions being brought forth at this meeting. Please register votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director and the resolution with respect to the appointment of PricewaterhouseCoopers as the company's auditors. I'll now describe these 2 items in more detail. Election of directors. 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. Steve Carlisle, Rhonda English, Stephen Green, Chris Harris, Barry James, 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 he or she is prepared to serve as a director. I move and second the motion to elect the directors. Appointment of auditors. Final item of business is the appointment of auditors of a company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee and the Board of Directors have approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLC as the auditors 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. Voting. We'll provide more registered shareholders and duly appointed proxy holders a few more moments to complete the electronic ballot. Once the electronic ballot closes, the voting page will disappear and your votes will automatically be submitted. [Voting]

Computershare, please close the polls. Electronic balloting is now closed, and I ask the scrutineer compile the report regarding the results of voting on all matters. I've been advised by the scrutineers that based on preliminary results, ballots and proxies deposited for the meeting have been voted in favor of the resolution. Number one, each of the 7 nominees have been elected as directors of the company to serve under the next Annual Meeting of Shareholders or until their successors are elected or appointed. Number two, the appointment of PricewaterhouseCoopers LLC as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix the remuneration. I direct the results be included with the minutes of this meeting and be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Termination. The formal items of business as set out in the notice of 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 this meeting to be concluded. I'll now pass 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 registered shareholders or proxy holders who would like to ask a question can use the instant messaging feature of the interface to do so now. Confirming that only registered shareholders or proxy holders can ask questions. I see that there are no questions. So that concludes the Q&A period. Thank you, everyone, for joining the meeting today, and that concludes the meeting.

Thank you. This concludes the meeting. You may now disconnect.