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

Hello, and welcome to the Annual Meeting of Shareholders of Orion Digital Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to cost recording, transfer and use of same. If you disclose personal information of another person in today's meeting, opening to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Feller, CEO, Chairman of the Board. The floor is yours.

Thank you. Good afternoon. My name is David Feller, and as Chief Executive Officer and Chairman of the Board of Directors are welcoming 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 a few rules for the orderly conduct of the meeting. 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 presenting for all questions. When asking a question, please indicate your name, 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 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 about, 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'll 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 Victor Gerchikov of 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 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 this meeting, if anyone has not registered with the scrutineer, please do so now. I have received confirmation from Computershare that the notice and materials for this meeting were mailed to shareholders of the company on May 27, 2026. Unless there is a registered shareholder duly appointed proxy holder, desiring the reading of the notice of this meeting, 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 to our 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 44 shareholders in attendance either in person or represented by proxy, holding 7,704,104 shares of the company registered to vote at this meeting, representing approximately 32.24% of the total outstanding shares of the company as of the record date for this meeting. With the notice of this meeting having 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 June 30, 2025. The voting results of that being 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 business described in the notice calling this meeting and the management information circular of the company dated May 22, 2026. 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 audited financial statements of the company for the financial year ended December 31, 2025, 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 each report of auditor thereon. 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 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, Christopher Payne, Kristin McAlister, Alex Shan, Joanna Floyd. Persons nominated our management nominees for election, as was stated in the circular for this meeting, each of the person who's nominated has confirmed that he or she is prepared to serve as director. I move to Dave Feller Gregory Feller, Christopher Payne, Alex Shan and Joanna Floyd each be elected directors of the company to hold office until the next Annual Meeting of shareholders 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 day will be conducted by same electronic poll. We will, therefore, continue with the next item of business, which is the reappointment of the company's auditors and you'll be prompted to vote on the election of each director after the presentation of all the business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. Next item of business is the reappointment of the company's auditor, MNP LLP, which has been the auditor of the company since October of 2024. I move that MNP LLP be reappointed as the auditor of the company to hold office until the next Annual Meeting of Shareholders and Directors of the company be granted authorization to fix the remuneration to be paid to the auditor. This 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 we 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, pressing for or withhold buttons next to the name of each proposed director and to the resolutions with respect to the appointment of MNP 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 the electronic poll. We will provide to registered shareholders and duly appointed proxy holders with approximately 2 minutes to complete the electronic poll once voting is completed. I would ask that the scrutineer compile report regarding the results of voting. We will reconvene in a few moments with the scrutineer's report and the voting results. 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 of shareholders. Their successor is duly elected or appointed or until they resign and become just qualified to act as directors. MNP LLP 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 this meeting and announced in a press release in accordance with the policies of the TSX and filed on SEDAR plus. Is there any other formal business with which the shareholders like to bring forward the meeting at this time. If there's no further business to be brought with the 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 for this meeting. . I ask that all attendees who would like to ask a question using -- feature on the virtual platform to do so. We will answer as many questions as time permits. Please state your name, entity you represent and confirm if you're a registered shareholder or duly appointed proxy holder. There being no questions, I move that today's meeting be concluded. On behalf of management and 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 the shareholders for their commitment and continued support. Look forward to your attendance again next year.

This concludes the meeting. You may now disconnect.