illumin Holdings Inc. (ILLM) Earnings Call Transcript & Summary

Welcome to the 2024 Annual General Meeting of Illumin Holdings, Inc. Please note that the meeting is being recorded. I would like to introduce Sheldon Pollack, Chair of today's meeting. Mr. Pollack, the floor is yours.

Ladies and gentlemen, welcome to the Annual General Meeting of Shareholders of Illumin Holdings, Inc. My name is Sheldon Pollack and as the Chair of the Board of Directors of the corporation, I will chair today's meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance. We are pleased to host the meeting through this virtual meeting platform accessible to all our shareholders regardless of physical location. Please note that only registered shareholders and duly appointed proxy holders of Illumin Holdings, Inc. are permitted to participate in the voting and ask questions on those matters which will be considered during the formal portion of this meeting. I now call to order the Annual General Meeting of the corporation shareholders. With the consent of the meeting, I appoint Elliott Muchnick as Secretary of the meeting. I also appoint Lori Winchester of TSX Trust Company as scrutineer of the meeting to report on the holders of common shares present in person, to report on the number of common shares represented at this meeting, to tabulate the votes on all ballot -- on any ballot taken at this meeting and to report thereon to me as the Chair of the meeting. I have received the scrutineers' preliminary report on attendance at today's meeting, and I can confirm that there is a quorum present at this meeting. A copy of the final report on attendance will be filed with the record of the meeting. We have received confirmation from our transfer agent, TSX Trust Company, indicating that proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws of the corporation. I directed a copy of the notice with proof of mailing be kept by the Secretary with the records of the meeting. The purposes of today's meeting are to set out the management information circular dated May 7, 2024, copies of which were mailed to shareholders on May 21, 2024, together with the notice of the meeting and the form of proxy. Before we proceed to the matters to be considered at this meeting, as this meeting is being held virtually via live webcast, I will set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion may be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service of the TSX Trust platform. Please note that there will be a slight delay in the publication of the communications received. Two, when submitting a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Three, questions will generally appear shortly after they are submitted, but I will only be addressing most questions during the question period at the end of the meeting. However, in my discretion, I may immediately deal with the questions regarding procedural matters or directly related to the motions before the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted by an electronic ballot. Voting on all matters will be possible starting in a few moments. Once the polls are declared open, registered shareholders and duly appointed proxy holders may cast their vote by clicking on the voting button on the left side of the screen. Voting on all matters of the meeting will be open at the same time. If you've already submitted your vote by proxy, you should not vote during the meeting unless you wish to change your vote. I now declare the polls open to all on resolutions so that registered shareholders or proxy holders may choose to register their votes at any time from now until we close the polls at the end of the meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. To expedite the formal part of the meeting, I will move all motions and dispense the requirements for seconding of motions. The first item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2023, and the auditor's report thereon. These financial statements and the auditor's report were mailed to shareholders on request and also posted and available on SEDAR Plus. I will dispense with the reading of the auditor's report. Management will entertain questions with respect to the financial statements of the corporation in the general question period after the formal portion of today's meeting. The next matter to be acted upon is the election of the 7 individuals to the Board of Directors. The term of office of the directors is from today until the close of the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As per the management information circular, the following persons have been nominated as directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until his or her successors are duly elected or appointed. David Andrews, Roger Dent, Tal Hayek, Paul Khawaja, Sheldon Pollack, Michele Tobin, Yishay Waxman. Each of the persons nominated has confirmed that he or she is prepared to serve as a director, and each of them qualifies as a director under the provisions of the Canada Business Corporations Act. The act requires that the Board of Directors be elected. Proxies have been solicited for each of the 7 proposed qualified persons. Corporation did not receive notice of any director nominations in connection with the meeting in accordance with the advanced notice bylaw. Accordingly, the only persons eligible to be nominated for the election to the Board of Directors of the corporation are the nominees whose names I have mentioned. Since there are no other nominations, I move a motion proposing the election of these 7 directors. The motion is now open on the floor. As mentioned at the beginning of this meeting, voting today will be conducted by electronic ballot. You'll be prompted to vote on all items after the presentation of the final item of business. However, if you wish, you may choose to register your votes at any time, including now. I'll now move to the next item of business, which is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as the auditors of the corporation. I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants be appointed auditors of the corporation until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor. You'll be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. I'll now move to the voting items of business. As previously mentioned, voting today will be conducted by electronic ballot. You'll now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing the for or withhold or against buttons next to as applicable. One, the name of each proposed director; and two, the resolution with respect to the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the corporation's auditors and the approval to fix the remuneration of the auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. Please note that once the polls are declared closed, you will no longer be able to submit your votes. We'll wait for a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. [Voting]

Thank you for waiting. I now declare the polls closed. I have received the scrutineer's report and confirm the following: One, each of the 7 nominees have been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. And two, the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as the auditors of the corporation has been approved by the Board of Directors of the corporation has been authorized to fix the remuneration. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the Toronto Stock Exchange and filed on SEDAR Plus. Since I'm unaware of any further business to be brought before the meeting, I declare the meeting terminated. As the formal business of the meeting of shareholders of the corporation has now been completed, I would like to turn the floor over to our Chief Executive Officer; Simon Cairns; and our Chief Financial Officer, Elliot Muchnik, for a question-and-answer period. I ask that all registered shareholders who would like to ask a question use the Ask-a-Question feature on the TSX Trust platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. Only questions directly pertaining to today's business items for the meeting will be answered. We will now give attendees a brief moment to type their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such person represents. We'd like to remind you that the questions which are already answered or that are redundant or repetitive will not be published nor answered.

Mr. Chair, I'm not seeing any questions in the question text box.

Okay. There being no further questions, we are now concluding the question-and-answer portion of this meeting. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. This meeting has now ended, we look forward to your attendance again next year.

Thank you for attending today's meeting. You may now disconnect.