Orion Digital Corp. (ORIO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General Meeting of Mogo 2020. Please note that today's meeting may be recorded. It is now my pleasure to turn today's meeting over to David Feller. Sir, the floor is yours.

Thank you. Good afternoon. My name is David Feller and as the Chief Executive Officer and Chairman of the Board of Directors, I welcome you to this annual general meeting of shareholders. In attendance today are certain members of the Board and management, including Gregory Feller, Director, President and Chief Financial Officer; and Kees Van Winters, Director. As this meeting is being held virtually via webcast, we think it's necessary to set a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the Instant Messaging tab on your screen. I will be presented with all questions. Two when asking a question, please indicate your name and which entity you represent, if any. Three, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Four, for the purposes of meeting today, voting on all matters will be conducted by a single electronic poll. Registered shareholders and duly appointed proxy holders who will be asked to vote after the presentation of all such matters. When you're asked to vote, you will receive a message on Lumi, requesting you to register your vote, so you will only have a certain amount of time to do so. I call to order and appointment secretary. We will now proceed with the formal portion of today's meeting. To expedite formal portion of the meeting, I will move all motions, which need not be seconded. The meeting will now come to order. Pursuant to the articles of the company, I will act as Chair of this meeting, and I will ask Mike Urbani at Stikeman Elliott, the company's external legal counsel, to act as secretary of this meeting. With the consent of the meeting, I appoint Computershare Investor Services, Inc., the company's register and transfer agent, to act as scrutineer at this meeting and to maintain the register of shareholders in attendance at this meeting. The only people entitled to participate in the business of this meeting are registered shareholders and duly appointed proxy holders who have registered with the scrutineer. I request that registered shareholders or proxy holders identify themselves as such if they speak at the meeting. If anyone has not yet registered with the scrutineer, please do so now. Notice of the meeting. I have received confirmation from Computershare that the notice and materials for this meeting were mailed to shareholders of the company on November 16, 2020. Unless there is a registered shareholder or a duly appointed proxy holder desiring the reading of the notice, I will dispense the reading of the notice with the consent of the meeting. Quorum. Pursuant to the articles of the company, business may be transacted at this meeting if 2 persons are present who are shareholders or who represent shareholders by proxy, holding at least 25% of the outstanding shares entitled to be voted at the meeting. The scrutineer's preliminary report indicates that there are 107 shareholders in attendance, either in person or represented by proxy, holding 10,032,174 shares of the company registered to vote at this meeting, representing approximately 33.36% of the total outstanding shares of the company as of the record date for the meeting. With notice of this meeting has been properly given and a quorum of shareholders being present, I hereby declare this meeting duly called and constituted and ready for the transaction of business. Minutes of previous meeting. Last Annual General Meeting of the company was held on June 18, 2019. The voting results of that meeting were posted on SEDAR. With the consent of the meeting, I will dispense the reading of the minutes of that meeting. Business contained in the notice of the meeting. I will now deal with the business described in the notice calling this meeting and the management information circular of the company dated November 16, 2020. Copies of the management's information circular and other meeting materials are available under the company's profile on SEDAR. Presentation of financial statements and auditor's report. The first item of business is receipt of the financial statements of the company for the financial year ended December 31, 2019, and the report of the auditors thereon. Copies of the financial statements have been mailed to shareholders. Unless there is an objection, I will dispense with the reading of the auditor's report. I will entertain questions, if any, with respect to the financial statements of the company in the general question period. We now move to the next point on today's agenda, election of directors. Next item of business is the election of directors. The following persons have been nominated and are prepared to stand for election as directors: David Feller, Gregory Feller, Minhas Mohamed, Kees Van Winters and Michael Wekerle. Persons nominated are management nominees for election, as was stated in the circular for this meeting. Each of the persons nominated has confirmed that he or she is prepared to serve as a Director. I move that David Feller, Gregory Feller, Minhas Mohamed, Kees Van Winters and Michael Wekerle each be elected as directors of the company to hold office until the next annual meeting, their successor is duly elected or appointed or until they resign or become disqualified to act as directors. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic poll. We will, therefore, continue with the next item of business, which is the appointment of the company's auditors, and you'll be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I'll move to the next item of business. Appointment and remuneration of auditors. Next item of business is the reappointment of the company's auditors, KPMG LLP, who are appointed as the company auditors on September 16, 2019, following the resignation of MNP LLP. I move that KPMG LLP be reappointed as the auditors of the company to hold office until the next Annual General meeting of the company and that the directors of the company be granted authorization to fix the remuneration to be paid to the auditors. 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. Is there any discussion on the motion? Voting on items of business. You will now be prompted to register your vote in respect of today's business. Please register your votes by accessing the voting page when prompted and pressing on the For or Withhold buttons next to the name of each proposed Director and next to the resolution with respect to the appointment of KPMG LLP as a company's auditor. Once the electronic poll closes, the voting page will disappear, and your votes will automatically be submitted. We will wait a few moments for the completion of electronic poll. We will provide registered shareholders and duly appointed proxy holders, approximately 2 minutes to complete the electronic poll. Once voting is completed, I would ask the scrutineer to compile the report regarding the results of voting. I will reconvene in a few moments with the scrutineer's report and voting results. [Voting]

Thank you for waiting. I have received the scrutineer's report and confirm the following: one, each of the 5 nominees has been elected as directors of the company to hold office until the next annual meeting, their successor is duly elected or appointed or until they resign and become disqualified to act as directors. Two, the appointment of KPMG LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. I direct that the results of the poll for the election of the directors be included in the minutes of the meeting and announced in a press release according with policies of the TSX and filed at SEDAR. Other business. Is there any other formal business which shareholders would like to bring before the meeting at this time? If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. Before we conclude, are there any other further questions or discussions be brought before this meeting? I ask that all attendees who would like to ask a question, use the Instant Messaging feature on the virtual 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 you're a registered shareholder, or a duly appointed proxy holder. Please limit your questions to topics related to today's subject matter and keep your questions short and to the point. We'll now give attendees a brief moment to type in their questions. There being no questions, I move that today's meeting be concluded. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for participating in the meeting today. Thank you to all our shareholders for their commitment and continued support. And we look forward to your attendance again next year.

Thank you. This concludes the meeting. You may now disconnect.