Canso Select Opportunities Corporation (CSOCA) Earnings Call Transcript & Summary

Right. Good morning, ladies and gentlemen. The Annual General Meeting of the Shareholders of Canso Select Opportunities Corporation will now come to order. My name is Heather Mason-Wood, I'm Chair of the Board of Canso Select Opportunities Corporation, which I will refer to as the Corporation. I will be acting as Chairperson of the meeting. Welcome to the 2023 Annual General Meeting of the Shareholders of the Corporation. We have the following matters of business to conduct today: one, the presentation of the audited financial statements, together with the report of the auditors thereon for the corporation's financial year ended December 31, 2022; two, the election of 10 directors; three, the reappointment of Deloitte LLP as the corporation's auditors; and four, to transact any other business that may properly come before this meeting. During today's meeting, officers and directors of the corporation in their presentations or in answering questions, may make statements which are forward-looking statements for the purposes of applicable securities laws. Forward-looking statements are not assurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievements of the corporation and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. Shareholders should consult the more detailed discussion of these and other risk factors relating to the corporation and its business in the corporation's most recent management discussion and analysis. Forward-looking statements are based on the officers' and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. The corporation does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. I would like to introduce the directors and officers of the corporation in attendance here in the office and by teleconference. Would each of you please say present when you are introduced? Joe Morin, President, Chief Executive Officer, Director and Member of the Investment Committee.

Present?

Shirley Sumsion, Chief Financial Officer, Director, Member of the Audit Committee and Member of the Investment Committee.

Present.

Neda Bizzotto, Vice President, Corporate Secretary and Director.

Present.

Tom Fernandes, Director and Member of the Audit Committee.

Present.

Tony MacDougall, Director and Member of the Audit Committee.

Present.

Brenda Burns, Director and Member of the Audit Committee.

Present.

With your approval, I will ask Neda Bizzotto, Vice President and Corporate Secretary to act as Secretary of the meeting. Neda has delivered an affidavit of TSX Trust Company and the registrar and transfer agent for our Class A and Class B shares as to the mailing of the notice of the meeting, which states that on April 14, 2023, each of the notice of electronic availability of investor materials and proxy form for Class A and Class B shares was mailed to all shareholders of record as of the close of business on April 3, 2023, the record date of the meeting. With the consent of the meeting, unless there is an objection, I will dispense with reading the notice of the meeting. This affidavit is available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Additional copies of this notice, proxy form and circular are also available at this meeting and on CSOC's website. Neda will now discuss the procedures for transacting the business of the meeting.

Good morning. To facilitate the meeting, the corporation has requested that certain persons make and second the formal motions, and the Chair will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote, but I would ask that any questions or comments on general matters take place at the end of the meeting. Again, please feel free at any time during the meeting to e-mail any questions or comments to me at nbizzotto@select opportunitiescorporation.com. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a shareholder has a question or comment not related to a business item, an opportunity to raise other questions and comments will be provided after voting on the business described in the management information circular. Shareholders will have the opportunity to make a statement about any motion pending on the floor. If you wish to make a statement, please raise your hand to be recognized if you're attending in person or e-mail me if you're attending by teleconference. Once you are recognized, please state your name and whether you are a registered shareholder or a proxy holder. Please keep your statements brief and limited to the specific item up for discussion. We may have to interrupt any statement that continues for an unreasonable amount of time. In accordance with the corporation's bylaws, voting shall be done by show of hands, unless a ballot is required or demanded. Whenever a vote by show of hand is taken, the chair will declare that the vote upon the question was either carried by a particular majority or not carried by a particular majority. When the report of the scrutineers is complete, we will announce the results. If any shareholder has any matter of individual concern, please raise it after the meeting. Representatives of the corporation who are here will respond to questions after the meeting in person or via email. Thank you.

Thank you, Neda. With the consent of the meeting, I shall appoint TSX Trust Company through its representatives to act as scrutineers of the meeting. A quorum for a meeting of the shareholders, as specified in the corporation's bylaws, is 2 persons present in person or by proxy at the opening of the meeting who are entitled to vote not less than 5% of the shares entitled to be voted at the meeting. The scrutineers have provided me with a report on attendance, which indicates that they are present at this meeting in person or represented by proxy, 5 shareholders holding 997,707 Class A shares of the corporation, which represent 61.91% of the Class A shares and 5 shareholders holding 2,583,722 Class B shares of the corporation, which represents 71.63% of the Class B shares. Each person who is the holder of Class A multiple voting shares on the record date is entitled to 30 votes per Class A multiple voting shares so held. And each person who is the holder of Class B subordinate voting shares on the record date is entitled to 1 vote per Class B subordinate voting shares so held. I hereby declare that the requisite quorum of shareholders is present, and this meeting is duly and properly constituted for the transaction of business. I also direct that a copy of the scrutineers report on attendance be attached to the minutes of this meeting. The first item of business is the presentation of the annual report, including the annual financial statements and the auditor's report thereon. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is the election of the 10 directors of the corporation. The management information circular made available to you led to the corporation's director nominee. The candidates for director who have been nominated to serve as directors by the corporation's Board of Directors are: myself, Heather Mason-Wood, Shirley Sumsion, Neda Bizzotto, John Carswell, Joe Morin, Tom Fernandes, Stephen Klubi, Brenda Burns, Tony MacDougall, Margaret Dowdall-Logie. Are there any further nominations? If there are no other nominations, I declare the nominations closed. A motion to elect the 10 directors as described in the management information circular is now in order.

My name is Jeff Tang, and I am a Class A and Class B shareholder. I hereby move that each of Heather Mason-Wood, Shirley Sumsion, Neda Bizzotto, John Carswell, Joe Morin, Tom Fernandes, Stephen Klubi, Brenda Burns, Tony MacDougall, Margaret Dowdall-Logie, be elected as directors to serve until the next Annual Meeting of Shareholders or until his or her respective successor is elected or appointed.

Does anyone second the motion?

My name is Jen Nevin, and I'm a Class A and Class B shareholder. I second the motion.

Are there any questions or comments on this motion? I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

The motion is carried. I declare that those nominated have been duly elected as directors of the corporation to hold office for the ensuing year or until their successors are elected or appointed. Next item is appointment of the auditors. I will now ask someone for a motion appointing auditors for the current year.

I move that Deloitte LLP be reappointed auditors of the corporation to hold office until the close of the next annual meeting of shareholders as such remuneration as may be fixed by the directors and the directors are hereby authorized to fix such remuneration.

I second the motion.

I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

The motion is carried. If any shareholder is interested in the exact number of votes cast for or against any of the motions carried at this meeting, he or she may obtain particulars from the Secretary of this meeting. I direct that the scrutineers' report be annexed to the minutes of this meeting. If there's any further business? If not, all the business for which this meeting was called has now been completed. I now call for a motion to conclude the formal portion of the meeting of the corporation.

I move that this meeting be concluded.

I second the motion.

I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

The motion is carried. I declare that the formal portion of this meeting of the corporation is now concluded. Thank you, everybody, for attending.