RF Capital Group Inc. (RCG) Earnings Call Transcript & Summary

So good morning, and welcome to the special meeting of the common shareholders and Series B preferred shareholders of RF Capital Group, Inc. My name is Donald Wright, and I am the Chair of the Board, and I'm pleased to preside over today's meeting. We are hosting today's meeting in person at the office of Goodman LLP and virtually via live audio webcast for those of you who cannot be here in person. We have encouraged all shareholders to vote in advance of the meeting by using the form of proxy or voting instruction provided -- voting instruction form provided in the meeting materials. On behalf of the Board, I'd like to thank those shareholders who have chosen to attend the meeting today, and those who have submitted their proxies in advance. Before we begin, we have a few administrative matters to note. We will address questions directly related to the formal business of the meeting at the appropriate time of the meeting and save any other questions until after the formal business has been completed. Registered shareholders and duly appointed proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting using the messaging tab on the left side of the online portal screen. If you have a question and are present in person here today, please raise your hand at the appropriate time, and we will address your questions with common themes sorry, questions with common themes may be grouped together for efficiency purposes. Please note that this meeting is being recorded. However, no one attending is permitted to use any audio recording devices. With the consent of the meeting, I will act as the Chair of the meeting. I will ask [ Emily Ting ] of Goodmans LLP to act as Secretary and Amanda Dalio and Karishma Alliar of TSX Trust Company, the transfer agent for the company to act as scrutineer for this meeting. I now call this meeting to order. I have been advised that on August 29, 2025, the notice of special meeting, calling information circular describing the business of the meeting, the form of proxy and the letter of transmittal were delivered to each shareholder of record as of August 20, 2025, a record date for the meeting. We have received an affidavit of mailing from each of TSX Trust Company and Broadridge Investor Communications Corporation and I ask that the secretary keep a copy of such affidavit with the minutes. I have been provided with a preliminary scrutineers report pursuant to which we have determined that a quorum is present for both the common shareholders and Series B preferred shareholders. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is available, it will be kept with the minutes of this meeting. If you have not already submitted your proxy in advance, we are conducting voting in person and online for those registered shareholders and duly appointed proxy holders who are entitled to vote at the meeting. For those present in person, paper ballots will have been distributed to you by the scrutineer at the registration desk. If you did not receive any ballots and would like to vote today, please raise your hand now, and the scrutineer will distribute the ballots to you. When completing each ballot, please indicate your vote by marking an X in the appropriate space and signing and printing your name clearly where indicated. For those persons attending today's meeting online, you will be asked to cast your vote at the appropriate time by clicking on the voting icon on your phone, tablet or computer, a virtual meeting guide was distributed to the shareholders with the meeting materials. If you have submitted your vote prior to this meeting, you should not vote at this meeting unless you wish to change your vote. Remember, you are not entitled to vote at this meeting if you have already completed and signed a proxy form, giving someone else that power to vote your shares unless you have properly revoked your proxy. The formal business of this meeting will consist of the common shareholders and Series B preferred shareholders each considering a special resolution to approve a statutory plan of arrangement under the Ontario Business Corporations Act involving the company and iA Financial Corporation, Inc. The special resolution of the common shareholders approving the arrangement is referred to as the arrangement resolution and is set out in Appendix C to the management information circular. The special resolution of the Series B preferred shareholders approving the arrangement as referred to as a Series B preferred shareholders arrangement resolution and is set out in Appendix D to the management information circular. Each common share represented at this meeting is entitled to one vote in respect of the arrangement resolution and each Series B preferred share represented at this meeting is entitled to one vote in respect of the Series B preferred shareholders arrangement resolution. Under the terms of the arrangement, iA Financial Corporation, Inc. will acquire directly or indirectly, all of the issued and outstanding common shares of the company for $20 per common share in cash and all of the issued and outstanding shares of Series B preferred shares for $25 per Series B shares and cash in addition to all accrued and unpaid dividends as the effective date of the arrangement and to the extent that the effective data occurs prior to March 31, 26, the amount of dividends that would have been payable from the effective date to and excluding March 31, 2026, as if the Series B preferreds had remained outstanding during this period. If the arrangement resolution is approved, the completion of the arrangement remains subject to obtaining the final order of the Ontario Supreme Court of Justice Commercial List for the arrangement, obtaining certain regulatory approvals and other customary closing conditions. Details of the arrangement are also set out in the management information circular for this meeting. In order to be adopted, the arrangement resolution must be approved by at least 2/3 of the votes cast by the common shareholders present in person, virtually present or represented by proxy and entitled to vote at the meeting. In order to be adopted, the Series B preferred shareholders arrangement resolution must be approved by at least 2/3 of the votes cast by the Series B preferred shareholders, present in person virtually present or represented by proxy and entitled to vote at the meeting. However, the arrangement is not conditional on the approval of the Series B preferred shareholders arrangement resolution. The Board of Directors of the company after receiving advice from financial and legal advisers and after receiving a unanimous recommendation from a special committee of independent directors recommends a common shareholders vote for the arrangement resolution and that Series B preferred shareholders vote for the Series B preferred shareholders arrangement resolution. I will now pause a moment to give shareholders an opportunity to raise questions with respect to the arrangement resolution or the Series B preferred shareholders arrangement resolution. Are there any questions? Is there anything online?

Not received any questions. .

Haven't received any questions, so I will go on. In order that a vote may be held on the arrangement resolution, I will now ask Alan Sinclair to move, and indiscernible] Jones to second a formal motion to approve the arrangement resolution.

Mr. Chairman, I so move.

I second the motion.

Thank you. We will now begin voting on the arrangement resolution. We will pause for 30 seconds to allow common shareholders to vote on this matter. For those attending in person, please vote using your paper ballot. Scrutineer will come by to collect all paper ballots at once after we pause for voting. For those attending virtually, when you have cast your online ballot by clicking on the voting icon on your phone, tablet or computer. And following the instructions provided, we will now pause a moment for voting. [Voting]

We're good Okay. Now that common shareholders have had the opportunity to vote on the arrangement resolution, I now declare the polls for this resolution closed. We have been informed by the scrutineer that the preliminary vote report shows that the motion for the arrangement resolution presented for approval today has been duly passed. I will now ask Allan Sinclaire to move, and I'll [indiscernible] to second a formal motion to approve the Series B preferred shareholders arrangement resolution.

Mr. Chairman, I so move.

I second the motion.

Thank you. We will now begin voting on the Series B preferred shareholders arrangement resolution. We will pause 30 seconds to allow Series B preferred shareholders to vote on this matter. For those attending in person, please vote using your paper ballot. Scrutineer will come by to collect all paper ballots at once after we pause for voting. For those attending virtually, you may now cast your online ballot by clicking on the Voting icon on your phone, tablet or computer and following the instructions provided. We will now pause for a moment for voting. [Voting]

Now that the Series B preferred shareholders have had the opportunity to vote on the arrangement resolution I now declare the polls for this resolution closed. We have been informed by the scrutineer that the preliminary vote report shows that the motion for the Series B preferred shareholders arrangement resolution presented for approval today has been duly passed. I now declare that both the arrangement resolution and the Series B preferred shareholders arrangement resolution have been authorized and approved. We will be reporting the final voting results in a press release and SEDAR filing following the meeting. I direct that the scrutineer's report as to the voting be annexed to the minutes of this meeting as a schedule. We have now completed the formal part of this meeting as there is no further business this meeting is hereby terminated. I want to thank those of you who attended either online or in person today for attending. Thank you.