Payfare Inc. (PAY) Earnings Call Transcript & Summary

Hello. It is now 11 a.m., and we will start the meeting.

Thank you. Good morning, everyone. My name is Paul Haber, I'm Payfare's Lead Independent Director of the Board, and I will be presiding as meeting chair today. On behalf of the entire Payfare Board, including Marco Margiotta, Payfare's CEO and Accounting Partner, we want to welcome you to our Annual Shareholders Meeting. Being a virtual AGM, we do want to establish a few rules and procedures for this meeting so that things can go as smoothly as possible. Any registered shareholder or duly appointed proxyholder can submit a question via the instant messaging service on the platform we are using to hold this meeting. It may take a few seconds before you see that question on your screen. We will answer questions related to any of the meeting agenda items to be addressed during the meeting. Any questions that are deemed out of order or constitute special business for which advanced notice to fellow shareholders was not provided will not be addressed. Other questions that can be answered about the company can be addressed after the formal meeting concludes. Charles Park, Payfare's CFO and Corporate Secretary, is also here to assist with addressing some of those other questions at the conclusion of the meeting. Charles will also act as Secretary for this meeting. We do encourage as a preferred method that shareholders e-mail questions to us at investor@payfare.com anytime throughout the year, so that Marco and Charles can correspond with you directly about your specific questions. There's no need to wait annually until this forum. For this meeting, we will be handling all voting electronically. Any shareholders or proxyholders that have not yet voted can vote electronically when we open up the polling. If you have already voted in advance of this meeting with your control number, there is no need to vote again today unless you've changed your mind on a resolution. Voting today will cause your previous votes to be revoked and replaced with today's ballot selections. Are there any questions on how this will work for today's meeting? Great. Seeing how there is none. Let's get going with today's business, which is described in the company's circular dated May 11, 2023. Odyssey Trust Company through its representative Stacy Diocampo will act as scrutineer to tally up the votes and will report the votes to me in Charles. To keep things moving today, I will move and second all motions, which will then be put to a vote. The notice calling this meeting, the circular and a proxy or voting information form were e-mailed out starting on May 25, 2023, to each shareholder that we had a record of on May 11, 2023, otherwise known as the record date. Proof of mailing of those documents will be attached to the meeting minutes. These mail documents are also available under the company's profile on the SEDAR website at www.sedar.com. I have been told that we have more than the minimum requirement of 2 persons present at this virtual meeting who are or who represent by proxy, shareholders who hold in aggregate at least 5% of the issued shares entitled to vote, and therefore, a quorum is present to conduct today's business. The scrutineers' report on attendance will be annexed to the minutes of this meeting. The first item on our agenda today is the presentation of our audited consolidated financial statements for 2022 along with the auditor's report and the MD&A. These documents were publicly released on March 22, 2023, and can be accessed electronically on SEDAR. You may refer to our earnings press release on March 22, 2023, and the transcript or recording of our conference call that was held on the morning of March 23, 2023, for further details and commentary on our annual results. We will now move to the next thing on the agenda, which is the election of directors. Marco Margiotta, Keith McKenzie, Dmitry Shevelenko, Matthew Swann, Kelly Graziadei, Hugo Chan and I, Paul Haber have been nominated as directors for this coming year or until successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. There are no further director nominations nor has the company received any notice regarding any nominations by shareholders in according with the procedures for Payfare's advanced notice policy. As such, I move and second a motion to elect the directors that have been nominated. Please cast your votes now for each director on the ballot. [Voting]

The next item of business is the appointment and remuneration of our auditors. It is proposed that the company's current auditors, KPMG LLP chartered accountants be reappointed. I'll move and second a motion to reappoint KPMG LLP as auditors to hold office until the close of the next Annual Meeting of Shareholders and that the Board be authorized to fix their fees. Unless there are any questions, please cast your vote now on the auditors while I move to the final item of business. [Voting]

The last formal item on the agenda is the approval to amend the company's incentive compensation plan, ratify prior RSUs and common shares to nonemployee directors and to approve all unallocated options and RSUs under such plan. Details for these matters are further explained in the circular, including the exact text of the incentive compensation plan resolution being sought for approval today, which is set forth on Page 13 of the circular. This resolution serves to permit grants of RSUs and options to nonemployee directors and will authorize the company to continue granting options in RSUs under the plan until June 15, 2026, which is 3 years from the date of this meeting as required under the TSX rules for plans such as ours. Are there any questions about this resolution? Great. I will move and second a motion for the approval of the incentive compensation plan resolution. Please cast your votes now for this last resolution. [Voting]

Again, with the polls open, registered holders and proxy holders who have properly logged in with their control numbers or user names should be able to see all motions that are being proposed. We'll give everyone another minute to register their votes. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We'll be closing the poll shortly. So please finish if you haven't voted. Wonderful. The polls are now closed. Thanks, everyone. Our scrutineer will now compile the voting results report. Please hang tight for a few moments while they get that process completed. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions, and therefore, the following resolutions are passed. Each of Marco Margiotta, Keith McKenzie, Dmitry Shevelenko, Matthew Swann, Kelly Graziadei, Hugo Chan and Paul Haber have been elected as directors of the company to serve until the next Annual Meeting of Shareholders until their successors are elected or appointed. KPMG has been reappointed as the company's auditors and the Board has been authorized to fix their remuneration. And the incentive compensation plan resolution is also approved. The results of voting will be announced in the press release in accordance with the rules of the TSX and will be filed on SEDAR. This wraps up the formal part of the meeting. As there are no further business to come before the meeting, I move and second that the meeting is now terminated. We will now check and see if there are any additional questions that we have received that should be addressed. I ask that attendees who would like to ask a question to use the messaging feature of the virtual interface to do so or as referenced earlier, the company would be happy to address questions afterwards via an e-mail or a one-on-one phone call. When you ask your questions, please include your name, the entity you represent, if any, and confirm you're a registered shareholder or a duly appointed proxyholder. Please keep your questions short and to the point. For each question, we will answer or summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity the person represents.

Mr. Chair, no questions have been submitted.

Thank you, Charles. As there are no further questions, I'd like to thank everyone for attending Payfare's Annual Shareholders Meeting. The company looks forward to speaking with you at our next meeting, which will be our 2023 Q2 financial results conference to be scheduled in August. Thank you, everyone, and have a great day.