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

It is now my pleasure to turn today's meeting over to Dave Feller, company's CEO and Chairman of the Board. The floor is yours.

Thank you. Good afternoon. My name is Dave Feller, and as the Chief Executive Officer and Chairman of the Board of Directors, I welcome you to this Annual General Meeting of Shareholders. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. [Operator Instructions] I will be presented with all questions. When asking a question, please indicate your name and which entity you represent, if any. 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 the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic poll. Registered shareholders and duly appointed proxy holders 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. You will only have a certain amount of time to do so. We will now proceed with the formal portion of today's meeting. To expedite the 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 Alice Davidson, Chief Legal Officer 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 of 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 and if they speak at the meeting. If anyone has not yet registered with the scrutineer, please do so now. I received confirmation from Computershare that the notice and materials for this meeting were mailed to shareholders on the -- of the company on June 2, 2021. Unless there is a registered shareholder or a duly appointed proxy holder desiring the reading of the notice, I will dispense with the reading of the notice with the consent of the meeting. 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 scrutineers' preliminary report indicates that there are 217 shareholders in attendance either in person or presented -- represented by proxy holding 35,329,257 shares of the company registered to vote at this meeting, representing approximately 54.51% 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. The last Annual General Meeting of the company was held on December 11, 2020. The voting results of that meeting were posted on SEDAR. With the consent of the meeting, I will dispense with the reading of the minutes of that meeting. I will now deal with the business described in the notice calling this meeting and the management information circular of the company dated May 25, 2021. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR. The first item of business is the receipt of the financial statements of the company for the financial year ended December 31, 2020, 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 statement of the company in the general question period. We now move to the next point on today's agenda. The 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, Michael Wekerle, Christopher Payne, Liam Cheung, Wendy Rudd. The persons nominated are management nominees for election, as was stated in the circular of 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, Michael Wekerle, Christopher Payne, Liam Cheung and Wendy Rudd, 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 will 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, we will move to the next item of business. The next item of business is the reappointment of the company's auditors, KPMG LLP. I move that KPMG LLP be reappointed as the auditors of the company to hold office until the next annual 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 that motion? 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 the company's auditor. Once the electronic poll closes, the voting page will disappear and your votes will be automatically 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 that the scrutineer compile the report regarding the results of voting. We 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. Each of the 6 nominees have 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 or become disqualified to act as directors. 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 this meeting and announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Is there any other formal business which the 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 further questions or discussions to be brought before this meeting? I ask that all attendees who would like to ask a question, use the Instant Messaging feature of 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 and confirm you are a registered shareholder or a duly appointed proxy holder. 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. We look forward to your attendance again next year.

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