Optiva Inc. (OPT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Optiva Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is on my pleasure to turn today's meeting over to Joseph Lee Matheson, Chairman of the Board of Optiva and Chair of the meeting. The floor is yours.

Thank you. Good afternoon, and welcome to the Annual and Special Meeting of the Shareholders of Optiva Inc. As you are aware, we have opted to conduct a virtual meeting. The meeting will now come to order. My name is Lee Matheson, I'm the Chair of the company's Board of Directors, and I will act as Chair of this meeting. As Chair of the meeting, I ask Rochelle Debono, the Manager of Corporate Affairs of the company, to act as Secretary of the meeting. And with the consent of the meeting, I appoint Computershare Investor Services Inc. through its representatives to act as scrutineer of the meeting. To expedite voting today, I will move all motions, and I have been advised by Dinesh Sharma and Rochelle Debono, duly appointed proxy holders in attendance today that either is prepared to second each of the motions. Accordingly, unless there are any objections, I will not require motions to be seconded. Questions or comments properly within the scope of the meeting should be submitted online in the Q&A tab at the top right of your screen. The meeting materials were mailed or otherwise delivered to all shareholders entitled to receive a copy of the meeting materials. I direct the copies of the documents mailed to the shareholders and the affidavit of mailing, proving service of the meeting materials to shareholders of record be kept by the secretary with the minutes of this meeting. The reading of the notice of meeting will be dispensed with. The scrutineers have presented the scrutineers' preliminary report on attendance. Based on the scrutineers' report, which shows that a quorum is present, I declare that this meeting is regularly called and properly constituted for the transaction of business. I direct that a copy of the scrutineers' report on attendance be kept with the records of the meeting. Only shareholders of record as of May 21, 2024, being the record date for this meeting, or their properly appointed proxy holders are entitled to speak and vote upon matters at the meeting. Should you wish to address the chair on any motion, please type your question or comment in the Q&A tab that appears at the top right of your screen. Each shareholder of the company is entitled to one vote for each share held by the shareholder, voting on each of the matters set out in the management information circular and set before the meeting today will be conducted by electronic ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. The polls are now open and will remain open until the meeting is concluded. At this point, all registered holders and duly appointed proxy holders who have properly logged in with their control number or invite code and who wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page when prompted and pressing on the For, Against or Withhold buttons next to each resolution. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. If you have completed and returned your form of proxy or voting instruction form, it is not necessary for you to vote again today. I now place before the meeting the financial statements of the company for the fiscal period ended December 31, 2023, together with the report of the auditor of the company thereon. A copy of which has been mailed to shareholders who have requested them. Copies of the financial statements are also publicly filed and available on SEDAR. Accordingly, I propose to dispense with the reading of the auditor's report on the annual financial statements. The next item of business is the election of directors. The nominees for election and their respective backgrounds were identified in the management information circular mailed to shareholders. The nominees for election are as follows: Anuroop Duggal; Barry Symons; Birgit Troy; Lee Matheson; Matthew Kirk; Patrick DiPietro; Robert Stabile; and Simon Parmar. I move that each of the nominees be elected as directors of the corporation. I now put the motion to the meeting. Are there any questions? Voting will be conducted by online poll. Please note that a majority of votes cast at the meeting are required for the election of each of those persons nominated for election as directors. Please enter your vote online now if you have not already done so or at any time prior to the closing of the polls. We will now continue with the meeting. The next item of business is the appointment of the auditor. I now move that KPMG LLP be appointed auditor of the company until the next annual meeting of the company and that the directors be authorized to fix the auditor's remuneration. I now put the motion to the meeting. Are there any questions? Voting will be conducted by online poll. Please note that the appointees of the auditor requires an affirmative majority of votes cast at the meeting. Please enter your vote online now if you have not already done so or at any time prior to the closing of the polls. We will now continue with the meeting. The next item of business is to consider, and if thought advisable, to pass an ordinary resolution approving the renewal of the corporation's rolling long-term omnibus equity incentive plan in the form sent out and Schedule 2 to the management information circular. The omnibus equity incentive plan was adopted by the Board on May 11, 2021 and approved by the corporation's shareholders at the Annual General and Special Meeting of Shareholders held on June 22, 2021, and has not been amended since then. In accordance with the rules and policies of the TSX, shareholder approval is required every 3 years for the omnibus equity incentive plan. I now move that the resolution to renew the omnibus equity incentive plan be approved. I now put the motion to the meeting. Are there any questions? Voting will be conducted by online poll. Please note that the resolution approving the shareholders' right. The motion approving the omnibus equity incentive plan requires an affirmative majority of votes cast at the meeting. Please enter your vote online now if you have not already done so or at any time prior to the closing of the polls. We will now continue with the meeting. As I'm aware of no other business, I will close the polls in 30 seconds. Anyone who has not voted on all resolutions, please do so now. [Voting]

Polls are now closed. I now move to conclude this meeting. I declare the motion carried and the meeting concluded.

This concludes the meeting. You may now disconnect.