Payfare Inc. (PAY) Earnings Call Transcript & Summary

The special meeting will now come to order. My name is Marco Margiotta. I am the Chair of the Board, Founding Partner and Chief Executive Officer of the company. Pursuing to the articles of the company, I will be acting as Chair of this special meeting. I would like to welcome and thank all of you for taking the time to attend the special meeting. With your approval, I will ask Charles Park to act as Secretary of the Special Meeting. With your approval, I will ask Arlene Agnew of Odyssey Trust Company to act as scrutineer of the Special Meeting. Would the Secretary please assure us that the special meeting has been properly called?

I have before me an affidavit of representative of Odyssey Trust Company, a testing that the notice calling the special meeting, together with the Management Information Circular, former proxy, or voting instruction form, letter of transmittal and notice of hearing as applicable were delivered in accordance with Business Corporations Act, British Columbia. Therefore, Mr. Chair, the special meeting has been properly called.

I'm advised that according to the report of the scrutineer, a quorum is present. The Secretary will now read the scrutineer's report.

The scrutineer's report reads as follows: at least 2 shareholders are in person, 67 shareholders by proxy are present, and percentage of outstanding shares represented at the meeting is 71.06%.

I adopt the scrutineer's report and declare accordingly that a quorum is present for the Special Meeting of Shareholders of the company and that this special meeting was duly and properly constituted for the conduct of business. The copy the scrutineer's final report will be retained for the records of the company. I now declare that the special meeting is regularly called and properly constituted for the transaction of business. I would like to remind that voting at this special meeting will only be available for registered shareholders and duly appointed proxy holders. This special meeting has been called for you to consider in accordance with an interim order of the Supreme Court, British Columbia dated January 20, 2025, and if thought advisable, to pass with or without variation, a special resolution approving among other things, a plan of arrangement under Division 5 of Part IX of the British -- of the Business Corporations Act, British Columbia, involving Payfare Inc., Fiserv, Inc. and 1517452 B.C. Limited, the full text of which set forth in appendix A to the accompanying Management Information Circular for the special meeting. Before commencing with the business of this meeting, I'd like to ask the Secretary to explain the voting procedures to be followed at the meeting.

There is one class of shares in the company, Class A common shares without par value, which are entitled to vote. The holders of Class A common shares are entitled to one vote for each Class A common share held. The online voting mechanism will be open for special resolution and we encourage you to enter your vote when we open the polling. You may also wait until the conclusion of any discussion on this actual resolution prior to casting your vote. Voting will remain open until the chair declares a voting close for the special resolution, which will occur after the discussion on the special resolution, which consists of any questions submitted in the virtual messaging chat and verbal answers from the Chair. At the appropriate time, you could see a "Voting" icon on your screen and resolution wording will be displayed. To vote, select one of the voting options. Your response will be highlighted. A confirmation message will appear to show that your vote has been received. In order for your vote to properly be recorded, it is important that you remain connected to the Internet at all times. If you are not connected, your vote will not be reported. If you previously voted by completing and delivering a proxy, and a choice specified in the proxy, you should not cast another vote. Now let me explain the procedure for asking questions. Only registered shareholders or duly appointed proxy holders will be able to ask questions. When you wish to ask a question, please select "Messaging" icon and type the question within the chat box at the bottom of the messaging screen. Click the "Send" button and you should receive confirmation that your message has been received. It may take a few seconds before you see your question on the screen. If you have any questions related to the proposals that are being considered at this meeting, we would ask that you submit them now for consideration at the appropriate time. Questions which are not related to the proposals at this meeting will be ruled out of order or not responded to if they are, among other things, irrelevant to our business or business of the meeting, related to pending or threatened litigation, disorderly repetitive of statements already made or furtherance of any writer’s own personal, political or business interest.

This meeting will address the approval of a special resolution authorizing and approving a plan of arrangement under Division 5 of Part IX of the Business Corporations Act, British Columbia involving Payfare Inc., Fiserv Inc. and 1517452 B.C. Limited. The full text of the arrangement resolution is set forth in Appendix A to the company Management Information Circular dated January 21, 2025, which was delivered to shareholders prior to this meeting. The Management Information Circular contains detailed information regarding the proposed arrangement resolution. To be effective, the arrangement of resolution must be approved by at least, one, 2/3 of the votes cast by shareholders of the company present in person or represented by proxy and entitled to vote at this special meeting; and, two, a simple majority of votes cast by shareholders of the company, present in person or represented by proxy and entitled to vote at this special meeting, excluding votes cast in respect of [indiscernible] common shares of Payfare Inc. beneficially owned or over which control or direction is exercised by any person whose votes must be excluded in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Accordingly, I move that the arrangement resolution as set out in Appendix A to the Management information Circular be approved. Would someone please second this motion.

I second the motion.