OneSoft Solutions Inc. (OSS) Earnings Call Transcript & Summary

Greetings. Welcome to OneSoft Solutions Inc.'s Annual General and Special Meeting of Shareholders Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Doug Thomson, Chair of the corporation. Doug, please go ahead.

Thank you. Welcome to the Annual General and Special Meeting of the shareholders of common voting shares of OneSoft Solutions Inc. Further to the Notice of Meeting filed on sedarplus.ca on March 28, 2024, this annual general and special meeting will be held entirely by electronic means as permitted pursuant to the corporation's bylaws. As well, due to technical constraints, voting at the meeting is not possible. All proxies that were submitted on time were accepted and tabulated by our transfer agent to ensure the integrity of voting at the meeting. For the purposes of this meeting, unless I otherwise state, when I refer to shareholders, I am making reference to the holders of the common voting shares of OneSoft. I also welcome all guests, if any. The meeting will now come to order, and I will request David Tam to act as secretary of the meeting; and Pauline Osayande of Computershare Trust Company to act as scrutineer. My name is Doug Thomson, Chair of OneSoft Solutions Inc. and I'll act as the Chair of the meeting. I thank each of you for taking the time to attend today's meeting. The Board and management sincerely appreciate your interest in the business matters of the corporation. Each item of business to be dealt with today has been voted with all votes submitted to our transfer agent, Computershare Trust Company of Canada. Each holder of common voting shares is entitled to 1 vote per common voting share. As this meeting is being held via electronic means, shareholder and proxy holders wishing to ask questions must type their question into the meeting panel, which appears on the left of your computer screen. Management will receive the questions, read them for the benefit of the audience and then reply verbally. It's possible that not all questions will be answered in the meeting due to time constraints but we'll endeavor to do our best. During the formal part of the meeting, only shareholders or proxy holders with a question on a specific item of business is welcome to ask it at the time that the business is being considered. However, if you wish to make a general comment or to ask a question not directly related to the matter under discussion, I'd ask that you do so after the close of the formal part of the meeting. Guests will also be welcome to ask questions after the formal meeting has concluded. The notice calling this meeting, management information circular and form of proxy were mailed on or about May 1, 2024, to all of OneSoft shareholders of record as of April 22, 2024. Computershare's sworn affidavit of mailing, attesting to the proper mailing of the Notice of the Meeting, together with the proxy information circular and form of proxy, has been filed with me by the secretary. I direct that a copy of the affidavit of mailing be filed with the minutes of this meeting. I now table the notice of annual general and special meeting of shareholders, the management information circular dated April 22, 2024, and the form of proxy, copies of which have been distributed to the appropriate security holders and the regulatory authorities. Pursuant to the bylaws of OneSoft, a quorum for the transaction of business at this meeting is at least 2 persons present, each being a shareholder entitled to vote at the meeting or a duly appointed proxy holder and holding or representing in the aggregate at least 10% of the outstanding shares entitled to vote. The scrutineer's report states that there are 108 shareholders present in person or represented by proxy at the meeting, representing 70,173,834 or 57.4% of the issued and outstanding common shares of OneSoft Solutions Inc. The scrutineer's report will be filed with the records of this meeting. As notice of this meeting has been given and the scrutineer's report indicates that a quorum is present, I declare the meeting as regularly called and properly constituted for the transaction of business. The minutes of the last Annual Meeting of Shareholders held on May 23, 2023, are available for inspection. We'll dispense with the reading of the minutes of the last Annual Meeting of Shareholders and adopt them. The audited financial statements for the fiscal year ended December 31, 2023, and auditor's report have been approved by the Board of Directors and are made available to shareholders in accordance with regulatory requirements. I direct the secretary to file with the minutes of the meeting a copy of the December 31, 2023 financial statements of the corporation and the auditor's report thereon. I shall consider the audited financial statements received by the shareholders as submitted to the meeting. The next item of business is to consider the 4 motions stated on the form of proxy sent to all shareholders and on which all shareholders have been given the opportunity to vote their approvals, for or against or for or withhold, where and as applicable. For expediency at this meeting, each motion has been duly motioned by David Tam, a shareholder, and duly seconded by Paul Johnston, a shareholder of the corporation, both of whom are present at the meeting. All voting has been tabulated by Computershare Trust Company in their role as transfer agent for the corporation, and they have now supplied the results. I'll read each motion state the results of the voting and declare whether the motion has been carried or otherwise. The first motion is to set the number of directors of the corporation. The directors have proposed that the number of directors for the upcoming year be set at 4. The results of the voting are: for, 99.9%; against, 0.09%. I hereby declare the motion carried. It is now in order to proceed with the election of the directors for the ensuing year. However, I'd like to make a few comments before doing this. Pursuant to the incorporation documents of the corporation, the holders of common shares are entitled to elect the directors. On July 23, 2013, the shareholders approved bylaw #2, advanced notice bylaw. This bylaw fixes a deadline by which holders of record of common shares of the corporation must submit director nominations to the corporation prior to any annual or special meeting of the shareholders and sets forth the information that a shareholder must include in the notice to the corporation. I advise no such notices have been received by the corporation either before or after the deadline.

Mr. Chair, may I interrupt you for a minute?

Yes?

Operator Paul, can you please check? I've received an e-mail from actually a director, saying that the AGM does not show as having started. Can you please check that? [Technical Difficulty]

Ladies and gentlemen, if you have joined the webcast, please refresh your screen to access today's live webcast.

Thank you. That's what I will do. And once again, this is Doug Thomson, Chair of OneSoft Solutions Inc. We had started the presentation, and I'll recap where we got to for people that were unable to hear the presentation. The meeting has been called properly and there is a quorum, and there are 108 shareholders present in person or represented by proxy, representing 70,173,834 shares or 57.4%, so the meeting is properly called. The minutes of the last meeting have been adopted. The audited financial statements for the year ended December 31, 2023, have been received and submitted to the meeting. The first item of business was to set the number of directors, and the proposal was for 4 directors to be elected. And the results of the voting was: for, 99.9%; and against, 0.09%. That motion was declared carried. So we are down to the election of directors. It is now in order to proceed with the election of the directors for the ensuing year. However, I'd like to make a few comments before doing so. Pursuant to the incorporation documents of the corporation, the holders of common shares are entitled to elect the directors. On July 23, 2013, the shareholders approved bylaw #2, advanced notice bylaw. This bylaw fixes a deadline by which holders of record of common shares of the corporation must submit director nominations to the corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the corporation. I advise no such notices have been received by the corporation either before or after the deadline. The following persons have been nominated for the position of Director of the corporation to hold office until the next Annual General Meeting of the shareholders of the corporation: Dwayne Kushniruk, Doug Thomson, David Webster, Nizar Somji. I hereby declare nominations closed. We will now proceed to electing the directors of the corporation. Motions 2.1, 2.2, 2.3 and 2.4, to elect Dwayne Kushniruk, Doug Thomson, David Webster and Nizar Somji, respectively, as directors of the corporation. The results of voting are: Dwayne Kushniruk, for, 58,859,530; percent for, 98.1%; withhold or abstain 1,161,248; percent withhold, 1.9%. Declaration, Mr. Kushniruk is elected. Doug Thomson, for, 59,987,048; percent for, 99.9%; withhold, abstain 33,730; percent withhold, 0.1%. Declaration, Mr. Thomson is elected. David Webster, for, 59,751,057 shares; percent for, 99.5%; withhold or abstain, 269,721; percent withhold, 0.5%. Declaration, Mr. Webster is elected. Nizar Somji, 59,742,632; percent for, 99.5%; withhold or abstain, 10,456; percent withhold, 0.5%. Declaration, Mr. Somji is elected. In summary, Dwayne Kushniruk, Doug Thomson, David Webster and Nizar Somji have each been elected as directors of the corporation for the ensuing year. I'd like to thank the directors for agreeing to stand for election and for overseeing the affairs of the corporation. The next motion is the appointment of Ernst & Young LLP as auditors of the corporation and authorizing the directors to fix their remuneration. The results of the voting are: for, 99.9%; withhold, 0.1%. I hereby declare the motion carried. The next motion is to approve the omnibus security-based compensation plan for the corporation as described in the management information circular dated April 22, 2024, and substantially in the form as Appendix C, whereby the omnibus security compensation plan: one, a fixed amount of 12,227,278 securities, being 10% of the corporation's issued and outstanding common shares as of the date of this circular, will be reserved for issuance from time to time for security-based compensation other than stock options; and number two, a floating amount of 10% of the corporation's issued and outstanding common shares will be reserved for issuance from time to time for the granting of stock options. The results of voting are for, 90.7%; against, 9.3%. I hereby declare the motion carried. We have now completed the formal business of this meeting. As there is no further formal business to be brought before the meeting, I ask that a motion be made to conclude the meeting.

I, David Tam, move that the meeting be concluded.