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

Hello, and welcome to the Special Meeting of Shareholders of Converge Technology Solutions Corporation. 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, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained any and all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. Registered shareholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting when prompted by selecting the message icon and typing their question in the chat box by clicking the same button. Though the corporation may not be able to answer every question it will do its best. It is now my pleasure to turn today's meeting over to the Converge Chair of the Board, Thomas Volk. Please proceed.

Hello, everyone. I would like to welcome all of you to the special 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 March 10, 2025. The company has decided to host this meeting virtually in order to facilitate shareholder attendance and participation. 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 a certain point during the meeting to provide an opportunity for you to vote. Questions directly related to the formal business of the meeting will be addressed before the voting begins. 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 the online platform at the meeting in accordance with the instructions to be provided. I will preside as chair of the meeting and with the consent of the meeting, I hereby appoint Olivia Moon from Goodmans LLP to act as Secretary of the meeting. Computershare Investor Services Incorporation 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 was sent to each intermediary and registered shareholder of Converge of record as of the record date of March 10, 2025. Accordingly, with the consent of the meeting, I will dispense with reading the Notice of the Meeting. As this is a virtual-only meeting conducted via 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 a preliminary report regarding shareholder attendance at the 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 properly called and constituted for the transaction of business as set out in the Notice of Meeting. I direct the affidavit of the meeting received from Computershare Investor Services and the scrutineer's report on the attendance to be annexed to the minutes of the meeting. To ensure that each of the votes is appropriately recorded, the matter 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 the electronic poll is taken. Votes will be counted and each registered shareholder and duly appointed proxy holder will be entitled to 1 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, there will be no need for you to vote online since your vote will be recorded in accordance with the proxy instructions. Further, in order to expedite the meeting, I have requested that Greg Berard move the formal motion and that Avjit Kamboj to second. I will therefore call on them at the appropriate time. The formal business of this meeting will consist of considering and if deemed advisable, passing a special resolution, the full text of which is in substantially the form as set out in Appendix C to the management information circular regarding the proposed acquisition of Converge by an affiliate of HIP Capital by way of a court-approved plan of arrangement. Full details of the arrangement are set out in the management information circular for this meeting and the plan of the arrangement attached thereto. As announced on April 1, 2025, the arrangement was amended to increase the consideration received by shareholders from CAD 5.50 to CAD 6 per common share. 2/3 of the votes cast by shareholders entitled to vote at this meeting and a simple majority of the votes cast at this meeting, excluding the votes cast by rollover shareholders. The company's Board of Directors unanimously with an interested director abstaining, recommends the shareholders vote for the resolution. In order that a vote may be held on this matter, I will ask Greg Berard to move and Avjit Kamboj to second the formal motion to approve the arrangement resolution.

I so move the formal motion.

I second the motion.

Thank you. I will now pause a moment to give shareholders an opportunity to raise question, comments with respect to this arrangement resolution. Marissa, have we received any questions.