Converge Technology Solutions Corp. (CTS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Converge Technology Solutions AGM Conference Call. [Operator Instructions]. This call is being recorded on Thursday, June 23, I would now like to turn the conference call over to Converge's Chairman, Thomas Volk. Please go ahead.

Good morning, everyone. I would like to welcome all of you to this Annual General Meeting of the holders of common shares of Converge Technology Solutions Corp. My name is Thomas Volk, and I am the Chairman of Converge Technology Solutions Corp. This meeting of Converge shareholders is called pursuant to the Notice of Meeting dated May 19, 2022. This year, we continue to exercise precautionary measures surrounding COVID-19, and in order to mitigate risk to the health and safety of our communities, shareholders, employees and other stakeholders, the company has decided to host our AGM as a completely virtual meeting via teleconference. So the people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from the different locations. I will also pause at certain points during the meeting to provide an opportunity for you to vote. Following the formal portion of the meeting, there will be a management presentation and the question and the answer period. The materials for the presentation can be viewed live at the Adobe link provided in the management information circular. As in past years, we expect that the vast majority of all votes have been cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote via teleconference at this meeting in accordance with the instructions to be provided. I will preside as Chair of the meeting and with the content of the meeting, I hereby appoint Matt Smith to act as secretary of the meeting. Computershare Investor Services Inc., is a transfer agent for Converge and is represented today by Marissa Beintema. With the consent of the meeting, I hereby appoint Marissa Beintema of Computershare to act as scrutineer for this meeting. The scrutineer will report on the shareholders present or represented by proxy at the meeting and compute the votes received. The secretary has advised me that the Notice of Meeting calling this meeting together with the management information circular describing the business of the meeting and the form of proxy were sent to each shareholder of Converge on May 19, 2022. Accordingly, with the consent of the meeting, I will dispense with reading the Notice of Meeting. As this is a virtual-only meeting conducted via teleconference, a roll call has now been taken, and all participants have been registered electronically. In accordance with the Canada Business Corporations Act, registered shareholders and proxy holders present by teleconference are deemed to be present at the meeting. Only registered shareholders and proxy appointees present at the meeting shall be entitled to vote on matters put forth before the meeting. The scrutineer has provided me with the preliminary numbers -- with the preliminary report regarding shareholders' attendance at the meeting. The scrutineer's report shows that there are 305 holders of shares present or represented by proxy at this meeting who hold, in aggregate, approximately 110,043,221 of the outstanding shares which represents approximately 51.21% of the outstanding shares of Converge entitled to vote at this meeting. We thank our shareholders for their attendance during the meeting. I declare that the requisite quorum is present, and I declare the meeting to be properly called and constituted for the transaction of business as set out in the Notice of Meeting. I direct the affidavit of mailing received from Computershare Investor Services Inc. and the scrutineer's report and attendance be annexed to the minutes of the meeting. To ensure that each of the votes is appropriately recorded, all matters being voted on at this meeting will be put to the meeting by way of electronic poll. The operator will provide instruction on how to vote before each electronic poll is taken. Votes will be counted and each shareholder and proxy holder will be entitled to one vote for each share held by such shareholder or represented by proxy. As a reminder, if you have voted your shares prior to the meeting, please do not vote again. Further, in order to expedite the meeting, I have requested that Matt Smith move the formal motions and will, therefore, call on him at the appropriate time. The audited financial statements of Converge and the auditors' report thereon for the fiscal year ended December 31, 2021, were sent to the shareholders that requested such documents and are available under Converge profile at www.sedar.com. The next item of business is the election of directors to serve from the close of this meeting until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed unless such office is earlier vacated in accordance with Converge bylaws. Converge has received consents in writing from each of the following nominees of management: Shaun Maine, Thomas Volk, Brian Phillips, Nathan Chan, Ralph Garcea, Darlene Kelly and Toni Rinow. Further information regarding these directors is contained in the management information circular provided in connection with this meeting. Under Converge's advanced notice policy, shareholder nominations for director must be made not less than 30 days prior to the date of the Annual Meeting of Shareholders. The secretary has informed me that no further nominations of directors were made in accordance with Converge's advanced notice policy. As there are no further nominations, I declare nominations closed. May I have a motion that the aforementioned 7 nominees of management be elected as directors of Converge Technology Solutions Corp. to serve from the close of this meeting until the close of the next Annual Meeting of Shareholders of Converge or until their successors are elected or appointed, unless such office is earlier vacated in accordance with Converge's bylaws.

My name is Matt Smith, and I so move.

We will now turn the call over to the operator to conduct the voting by electronic poll.

We will now conduct the first poll. Please note that you may only vote if you are a registered shareholder or a duly appointed proxy holder. If you have previously submitted a completed proxy or voting instruction form, you will have already voted in respect of this motion, and we remind you to please not vote again. One moment for your first poll. Regarding the election of Shaun Maine, please press star 1 to vote for or star 2 to withhold. [Voting]

This vote is now closed, one moment for the next poll. Regarding the election of Thomas Volk, please press star 1 to vote for or star 2 to withhold. [Voting]

This vote is now closed. One moment for the next vote. Regarding the election of Brian Phillips, please press star 1 to vote for or star 2 to withhold. [Voting]

This poll is now closed. One moment for your next poll. Regarding the election of Nathan Chan, please press star 1 to vote for or star 2 to withhold. [Voting]

This vote is now closed. One moment for your next poll. Regarding the election of Nathan Chan (sic) [ Ralph Garcea ], please press star 1 to vote for and star 2 to withhold. [Voting]

This vote is now closed. One moment for your next poll. Regarding the election of Darlene Kelly, please press star 1 to vote for or star 2 to withhold. [Voting]

This poll is now closed. One moment for your next poll. Regarding the election of Toni Rinow, please press star 1 to vote for or star 2 to withhold. [Voting]

This poll is now closed. That was the final vote, please proceed.

We confirm that the vote has been carried.

I now declare that the following 7 persons, having received the greatest number of votes, are hereby declared elected as directors of Converge to serve from the close of this meeting until the close of the next Annual Meeting of Shareholders of Converge or until their successors are elected or appointed, unless such office is earlier vacated in accordance with Converge's bylaws. Shaun Maine, Thomas Volk, Brian Phillips, Ralph Garcea, Nathan Chan, Darlene Kelly and Toni Rinow. We will now proceed with the appointment of the auditors of Converge. May I have a motion that Ernst & Young LLP be appointed as auditors of Converge to serve until the close of the next Annual Meeting of Shareholders of Converge or until its successor is duly appointed at such remuneration as may be fixed by the Board of Directors and the directors are authorized to fix such remuneration?

My name is Matt Smith, and I so move.