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

Good morning, everyone, and welcome to the Converge Technology Solutions Virtual AGM. This call is being recorded on Tuesday, June 20. I would now like to turn the virtual AGM over to Converge's Chairman, Thomas Volk. Please proceed.

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 Corporation. My name is Thomas Volk, and I'm the Chair of the Board of Converge Technology Solutions Corporation. This meeting of Converge shareholders is called pursuant to the notice of meeting dated May 5, 2023. This year, the company has once again decided to host its meeting virtually in order to facilitate shareholder attendance and participation. It is also more cost-effective and environmentally friendly way to engage with shareholders. 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 both. Following the formal portion of the meeting, there will be a question and answer period. Only registered shareholders and duly appointed proxy holders will be permitted to ask questions via online platform. As in the past years, we expect the vast majority of all votes have been cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed shareholders will be allowed to vote via the online platform at the meeting in accordance with the instructions to be provided. I will preside as Chair of the meeting and will -- with the consent of the meeting, I hereby appoint Avjitpal Kamboj to act as the Secretary of the meeting. Computershare Investor Services Incorporation is the 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 notes of the meeting calling this meeting together with the minute information circular describing the business of the meeting in the form of proxy was sent to each intermediary and registered shareholder of Converge as of May 5, 2023, directly before the meeting. Accordingly, with the consent of the meeting, I will dispense with reading the notice of meeting. As this is a virtual-only meeting conducted by the online platform, 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 duly appointed proxy holders present on the online portal are deemed to be present at the meeting. Only registered shareholders and duly appointed proxy holders present at the meeting shall be entitled to vote on matters put forth before the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineers' report shows that there are 375 holders of shares present or represented by proxy meeting, who hold an aggregate approximately [ 58 ],674,675 of the outstanding shares, which represents approximately 47.18% of the outstanding shares of Converge entitled to vote at this meeting. We thank our shareholders for their attendance during this meeting. I declare that the requisite quorum is present, and I declare the meeting to be public 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 Incorporation and the scrutineers report on attendance be next to the minutes of the meeting. To ensure that each of the votes is approximately -- appropriately recorded, all matters being voted on at this meeting will be put to the meeting by way of electronic poll. The scrutineer will provide instructions on how to vote before each electronic poll is taken. Votes will be counted and each registered shareholder and the appointed proxy holder will be entitled to 1 vote for either they are held by each 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've requested that Avjitpal Kamboj move the formal motions, and I will, therefore, call on him at the appropriate time. The audited financial statements of Converge and the auditor's report thereon for the fiscal year ended December 31, 2022, were sent to the shareholders that requested such documents and are available under Converge's 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's 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 nomination for directors 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 Corporation to serve from the close of this meeting to 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 Avjitpal Kamboj, and I so move.

For eligible voters who have voted the common shares, we regret that you direct your attention to the voting tap online and will now begin conducting voting either by way of electronic poll.

We will now conduct the first poll. Please note that you can only vote if you are a registered shareholder or the 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. Regarding the election of the directors, please select for or against under the voting tab available online to you. We confirm that the vote has been carried. [Voting]

I now declare that the following 7 persons are hereby declared elected as directors of Converge to serve from the close -- 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, Nathan Chan, Ralph Garcea, 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 success is duly appointed at such remuneration is made, be it fixed by the Board of Directors and the directors are authorize to fix such remuneration.