Optiva Inc. (OPT) Earnings Call Transcript & Summary

Hello, and welcome to Optiva Inc. Annual Meeting 2021. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Robert Stabile, Chairman of the Board. The floor is yours.

Thank you, and good morning to everybody, and welcome to the Annual and Special Meeting of the Shareholders of Optiva Inc. As you are aware, in light of the COVID public health concerns, we have opted to conduct a virtual meeting to mitigate risks to the health and safety of our communities, shareholders and other stakeholders. The meeting will now come to order. My name is Robert Stabile. I am the Chair of the company's Board of Directors and will act as Chair of this meeting. As Chair of the meeting, I ask Amanda Gailling-Striukas, the Head of our Corporate Affairs and Senior Law Clerk of the company to act as Secretary of the Meeting. And with the consent of the meeting, I appoint Roxanne Persaud and Kate Stevens from Computershare, the company's transfer agent, to act as Scrutineers of the meeting. In order to cover all of the business for which this meeting was conveyed -- sorry, convened, we have prearranged with certain persons attending this morning to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. Questions or comments properly within the scope of the meeting should be submitted online in the message section of the Lumi platform. The meeting materials were mailed or otherwise delivered to all shareholders entitled to receive a copy of the meeting material. I direct that 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 this meeting. Only shareholders of record as of April 28, 2021, 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 message section of the Lumi platform. Any relevant questions or comments will either be repeated for all attendees at this meeting or a response may be posted on the Lumi platform. Each shareholder of the company is entitled to 1 vote for each share held by him or her. Voting on each of the matters set out in the management information circular and set before the meeting today will be conducted online. If you are a registered shareholder or proxy holder, and you wish to vote at the meeting, you can vote once the polls have been opened. 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 statement of the company for the fiscal period ended December 31, 2020, together with the report of the auditor of the company thereon, a copy of which has been mailed to shareholders. 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 background were identified in the management information circular mailed to shareholders. The nominees for election are as follows: Pat DiPietro, Anuroop Duggal, Dan Goldsmith, Lee Matheson, John Meyer, Simon Parmar, Robert Stabile, and Barry Symons. I will now entertain a motion nominating each of those persons for election as directors.

I so move.

I second the motion.

I now put the motion to the meeting. Is there any discussion on that matter? I'm just going to pause to allow time for any comments or questions to be submitted on the Lumi platform. 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. Polls are now open. Please enter your vote online. [Voting]

We will now continue with the meeting. The next item of business is the appointment of the auditor. I ask for a motion 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 so move.

I second the motion.

I now put the motion to the meeting. Is there any discussion on the matter? Voting will be conducted by online poll. Please note that the appointment of the auditor and authorization of the directors to fix the auditor's remuneration requires an affirmation majority of votes cast at the meeting. Polls are now open. Please enter your vote online. [Voting]

We will now continue with the meeting. The next item of business is to pass a special resolution to amend the articles of incorporation of the company to, among other things, redesignate the subordinate voting shares of the company as common shares. And we are going to delete the series of preferred shares designated as the Series A preferred shares of the company. Would someone please move to approve the resolution, a full text of which is included in the management information circular, to amend the articles of incorporation of the company?

I so move.