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

Hello, and welcome to the Annual Meeting of Shareholders of Mogo. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Feller, Founder and CEO of Mogo. 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. 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. Questions in respect of a motion could be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging tablet and screen. 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 that 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 the virtual platform requesting you to register your votes. 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. I will ask Victor Gerchikov of Stikeman Elliott, the company's external legal counsel to act as the Secretary of the 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. Our request that registered shareholders or proxy holders identify themselves as such if they speak at the meeting. If anyone has not yet registered with Scrutineer, please do so now. I have received confirmation from Computershare that the notice and materials for this meeting were mailed to the shareholders of the company on June 5, 2024. Unless there is a registered shareholder or 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 for our 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 82 shareholders in attendance either in person or represented by proxy holding 9,604,178 shares of the company registered to vote at this meeting, representing approximately 39.17% of the total outstanding shares of the company as of the record date for the meeting. With notice of this meeting having been properly given and a quorum shareholders being present, I hereby declare this meeting duly called and constituted and ready for the transaction of the business. The last Annual General Meeting of the company was held on June 27, 2023. Voting results for 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 29, 2024. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR+. First item of the business is received the financial statements of the company for the financial year ended December 31, 2023, and the report of the auditors thereon. Copies of the financial statements have been mailed to shareholders that have requested them. 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. Next item of business is the election of directors, following persons have been nominated and are prepared to stand for election as Directors, David Feller, Gregory Feller, Christopher Payne, Kristin McAlister, Kees Van Winters and Alex Shan. The persons nominated our 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, Christopher Payne, Kristin McAlister, Kees Van Winters and Alex Shan, 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, I 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 the motion? There being no discussion, 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 resolutions in respect to the appointment of KPMG as company's auditors. Once the electronic poll closes, your votes will automatically be submitted. We will wait a few moments before the completion of electronic poll. We will provide risks for shareholders or 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 the voting. We will reconvene in a few moments with scrutineer's report and voting results. [Voting]

Polls are now closed. Thank you for waiting. I 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 and become qualified to act as directors. The appointment of KPMG as the auditor of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. I direct the final voting results be included in the minutes of the meeting and announced in a press release in accordance with the policy of the TSX and filed on SEDAR+. Is there any other formal business that 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 formal portion of today's may be concluded. Before we conclude, are there any further questions or discussions to be brought before this meeting? [Operator Instructions] We will answer as many questions as time permits. [Operator Instructions] Seeing that there are no questions, we will now move to -- there are 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 for all your shareholders for their commitment and continued support. We look forward to your attendance again next year.

This concludes the meeting, and you may now disconnect.