Propel Holdings Inc. ($PRL)

Good afternoon, everyone. Welcome to the Annual General Meeting of Propel Holdings, Inc. Please note that this meeting is being recorded. I would like to introduce Devon Ghelani, Propel's Vice President of Capital Markets and Investor Relations and the moderator of today's meeting. Devin, please go ahead.

Thank you, Michael Angelo. Good afternoon, everyone. Thank you for joining Propel's Virtual Annual General Meeting of Shareholders. We have made the decision to hold this year's Annual General Meeting in a virtual-only format that is being streamed via live webcast. And our agenda today includes the formal business of the meeting that we will be conducted by Sheldon Saidakovsky, our Chief Financial Officer. We will conclude with a question-and-answer period open to registered shareholders and duly appointed proxy holders at which time Sheldon will be available questions. Please note that our remarks and responses to questions today may include our expectations, future plans and intentions that may constitute forward-looking statements. We would refer you to our most recently filed management discussion and analysis annual information form, which include a summary of the material assumptions as well as certain material risks and factors that could affect our future performance and our ability to deliver on these forward-looking statements. And with that, I would like to turn the meeting over to Sheldon to lead us through the formal business of the meeting.

Thank you all for coming that propels virtual all becoming that propels virtual as Quad is a way on business, Mr. Stan and the executive leadership team have asked me to assume the role of Chair for today's meeting and have delegated the authority to do so under the company's bylaws. During the formal business portion of the meeting, please note that only registered shareholders or their duly appointed proxy holders are permitted to vote or otherwise participate and ask questions in the meeting. As this meeting is being held virtually via live audio webcast, we would like to clarify team procedural matters relating to the conduct of the meeting. First, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the question platform service of TSX Trust labeled to ask a question. Please note that there will be a slight delay in the publication of the communications received. Number two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Number three, Questions 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 at the discretion of the Chair. Number four, voting on all matters will be conducted by a single electronic ballot. Voting will be opened at the beginning of the meeting and available throughout the formal part of this meeting for all registered shareholders and duly appointed proxy the moderator will indicate that polls are open by saying I now declare the polls open. A voting button will appear on the left hand of your screen once Boeing is open. Voting will close approximately 30 seconds after the conclusion of the formal business of the meeting. Number four, if you have already voted by proxy, you do not need to vote again during the meeting. as their vote has been recorded and will be counted by the scrutineer. Registered shareholders and duly appointed proxy holders who have already submitted a valid proxy and want to vote again by electronic ballot at the meeting will be revoking any previously submitted proxies and all the electronic ballots submitted today at the meeting will be counted. Number six, if we encounter any technical difficulties, please remain logged on, and we will resume as soon as possible. We will now proceed with the formal action we make. Before I begin, I want to thank our shareholders for their continued support. 2025 was a record year for Propel, with revenue of USD 590 million and adjusted net income of USD 67 million. We also launched Propel Bank based in Puerto Rico and a new product, fresh line in partnership with Colin Bank. I'm incredibly proud of what the team has accomplished. We have had an incredible strong start to the year, and we are confident that we will meet our financial targets. As we said in our last quarterly financial update, we continue to observe strong consumer demand in the U.S., the U.K. and Canada. There are over 90 million consumers who are underserved by traditional financial institutions in the U.S., Canada and the U.K. At a time when many consumers are living paycheck to paycheck, consumers need to access the best in-market lending products. At Propel, it is our mission to serve these consumers and in doing so, to help them overcome the financial road map. We have shown that we can not only create opportunity for our customers, but also for our team and for you, our shareholders. I'm incredibly proud of what we've accomplished there is much more to come. Now let's turn back to the business of the Annual General Meeting. I call to order the annual meeting of the company's shareholders. With the consent of the meeting, a point Jay Gala, SVP, General Counsel and Corporate Secretary of the company, to act as Secretary for this meeting. In addition, and with the consent of the meeting, I appoint TSX Trust Company through its representative Michael Angelo can to act as scrutineer. The purposes of today's meeting are set out in detail in the management information circular dated April 27, 2026. The Copies of the circular were made available to shareholders on or around May 1, 2026, together with the notice of the meeting and the form of proxy. Accordingly, unless there is any objection, I will dispense with the reading of the notice of meeting. I have received the demigration prepared by our transfer agent, TSX Trust Company, indicating that either a notice of this meeting and the accompanying proxy materials or the notice and access notice as applicable, was duly mailed to shareholders of record as of April 15, 2026. I direct that a copy of the notices and circular and the declaration of mailing be kept by the Secretary with the records of meeting. The scrutineers' report indicates that shareholders holding in the aggregate more than 25% of the voting rights attached to shares entitled to be voted at the meeting are present in person or represented by proxy. As this meets the quorum requirements in the company's bylaws, we may proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I now declare that this meeting was properly called and duly constituted for the transaction of business. If you are a registered shareholder, a duly appointed proxy holder, the electronic ballot will now be available on our screen. Please register your votes by pressing on the for withhold or against buttons as a political next to one, the name of each proposed director; and two, the resolution with respect to the appointment of MNP LLP as the auditors of the company. You will have time to vote throughout the formal part of the meeting. I now declare the polls open. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2025, as well as the auditor's report thereon. These financial statements and auditor's report were made available on the SEDAR website under the company's profile and on the company's website on March 2, 2. Noting no objection, I will dispense with the reading of the auditor's report. We will entertain any questions with respect to the company's consolidated financial statements in the question period following the formal portion of this meeting. We now move to the next item on today's agenda. The next matter to be acted upon is the election of 7 individuals to the Board of the Directors. The term of office of the directors is from today until the end of the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As described in the circular, the company has adopted a majority voting policy pursuant to which any director nominee who receives more votes withheld than who must submit his or her resignation promptly and such resignation must be accepted by the Board other than in exceptional circumstances. The circular contains information on each of the 7 nominees recommended for election as directors. As outlined in the circular, the following directors have each been nominated to hold office until the close of the next annual meeting of the shareholders or until his or her successors are duly elected or appointed. They are Michael Stein, live Kinross, Peter Monaco, Hunanburi, Jeff Greenway, Karen Martin and Peter Anderson. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Ontario Business Corporations Act. Given that no nominations were received in accordance with the advanced notice provisions contained in the company's bylaws, I declare the nominations to be closed. I move to nominate the directors as set forth in circular. If there is no discussion, as mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot, and the polls are currently open, so you can vote on the election of each director as you see it. We will now move on to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee and the Board have approved, subject to shareholder confirmation, the appointment of MNP LLP as the auditors of the company. I move that MNP LLP be appointed auditors of the company until the end of the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration. If you haven't voted already, please do so now. After 30 seconds, voting will be closed and you may no longer be able to submit a vote. The time is now 1:11 p.m. Eastern Time, and the ballots will close on all resolutions in 30 seconds. Voting is now closed. I would now like to ask that the scrutineers compile the report regarding the results of voting on all business matters. We will wait a few minutes while the scrutineers compile their report. While the scrutineers are completing their report, I will ask whether there is other formal business to be brought before the meeting. As there is no other business to be brought before this meeting, I have received the scrutineer's report and declare the following: -- each of the 7 nominees have been elected as directors of the company to serve until the end of the next Annual Meeting of Shareholders or until their successors are elected or appointed. And two, MNP LLP is hereby appointed as auditor of the company for the ensuing year, and the Board of Directors is authorized to fix their remuneration. Final voting numbers will be posted on SEDAR us. If there is no further business to be brought before this meeting, I move that the formal portion of phase meeting be concluded. I declare the formal portion of this meeting closed. We will now move on to the question-and-answer period. I now turn the meeting over to the moderate

Thank you, Sheldon. As mentioned at the beginning of the meeting, if you have any questions, please use the question feature of the virtual meeting platform and indicate your name, the entity you represent, if any, to confirm you are a registered shareholder or a duly appointed proxy holder. Please let me enter questions and topics list in any subject matter and keep your questions short is same. We may consolidate questions that are repetitive or overlap in the interest of all those logs on today. We love gives a brief moment to type in their questions because you've not done there will be no questions, we are now concluding the question-and-answer portion of this meeting. I will pass call back to Michael.

Thank you all again for joining us this afternoon. You may now disconnect.