Sabio Holdings Inc. (SBIO) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the 2023 Annual General Meeting of Shareholders of Sabio Holdings Inc. [Operator Instructions] Also note that this call is being recorded. And I would like to turn the conference over to Aziz Rahimtoola, Director and Chief Executive Officer of Sabio Holdings, Inc. Please go ahead, sir.

Thank you. I will now call the meeting to order. Good afternoon, ladies and gentlemen, and welcome to the Annual General Meeting of Sabio Holdings Inc. My name is Aziz Rahimtoola, and I am the Chair of Board and Chief Executive Officer of Sabio Holdings Inc. In accordance with the company's bylaws, I will act as chair of this meeting and with the consent of the meeting, Kendra Low, Corporate Secretary of the company, will act as Secretary and Scrutineer. The company's transfer agent, TSX Trust is also present, and they have delivered the report on proxies to the scrutineer. I will now ask Kendra, Secretary of the meeting to deal with certain -- to deal with certain formal matters concerning the meeting.

This Annual General Meeting is being held virtually in order to provide the company's shareholders regardless of geographic location and opportunity to participate in the meeting. Instructions on the voting procedure will be outlined as needed throughout the meeting. Unexpected glitches may occur but our service providers for this meeting are very experienced and will help us out as needed. In order that we may have a complete record of those present, shareholders present in person have been recorded and all participants have been registered upon entry to the meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move and second resolutions where required in order to facilitate the handling of the formal matters.

Would the Secretary please advise us to the notices relative to the meeting.

I have a copy of the Notice of Meeting, information circular and instrument of proxy relating to the meeting, and proof of them being mailed to shareholders in accordance with applicable law. These documents are available for any shareholder to read upon request. Copies of the information circular and other meeting materials are available on the company's website and under the company's profile on sedar.com. In view of this, with the consent of the meeting, I will dispense with calling for a reading of the notice. And I now ask the Chairman to table these documents. If any shareholder objects to the dispensing of the reading of the Notice of Meeting, I will read the Notice of Meeting.

I will now table a copy of the Notice of Meeting, information circular, instrument of proxy and proof of mailing and direct that they be kept by the secretary with the records of the meeting and the annex to the minutes of this meeting as a schedule. Voting delegates and any other person attending a meeting of members may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the Chair on any motion, please contact the operator as instructed. If there is any discussion or question, the Secretary will read the question out loud. I will now ask the Secretary to read the Scrutineer's report on attendance.

The Scrutineers' Preliminary Report has been received, and it shows that there are a total of 23 shareholders present in person or by proxy at this meeting, representing 28,715,460 shares of the company that's both common and restricted voting shares. This represents 61.29% of the voting rights attached to the issued and outstanding share capital of the company, which as of the record date was 46,848,022 shares. This attendance meets the quorum requirements for the meeting. As well, based on the preliminary report of the proxies and ballots received, all items of business today have received the majority of votes in favor. Accordingly, for expediency, we will move through the motions and resolutions quickly.

A quorum of the transaction of business at a meeting of shareholders of the company is 2 or more holders of shares carrying in aggregate not less than 10% of the votes entitled to be voted at the meeting present in person or represented by proxy. The report of the scrutineer indicates that a quorum is present. As notice has been given in the proper manner, I declare this meeting regularly and duly called and constituted for the transaction of business. I direct the scrutineer's report be kept by the secretary with the records of this meeting and be annexed to the minutes of this meeting as scheduled. Only registered shareholders as of record date of April 28, 2023, are entitled to vote in person or by proxy at this meeting. We will conduct the votes on the matters before us by a poll on the momentum system. On a poll, every shareholder is entitled to vote on the matter has. One vote in respect of each common shares entitled to vote on the matter and held by the shareholder and one vote in respect to each restricted voting shares entitled to vote on the matter and held by the shareholder. The restricted voting shares do not carry any entitlement of the holder to vote for the election of the directors. You will be directed to vote on the resolution at the appropriate time during the meeting. So please listen carefully to the instructions provided during the meeting. The first item of business is the presentation of the financial statements of the company and the report and the auditors thereon for the financial year ended December 23 -- December 31, 2022. The financial statements, audit reports and related management discussion and analysis were filled -- were filed under the company's profile on SEDAR on March 22, 2023. Copies of the financial statements are available through the Secretary and online under the company's profile on sedar.com. I propose that we dispense with the reading of the financial statements unless there is any discussion regarding the financial statements and audit report. I shall consider them received by the shareholders as submitted to the meeting. Kendra, is there any discussion?

There is no discussion at this time.

Accordingly, I confirm the financial statements of the company in the year ended December 31, 2022, and audit reports and management discussion and analysis thereon have been submitted and shall be included by the Secretary as part of the formal record of this meeting. The next item of business is to determine the number of directors for the ensuing year. The term of each of the directors of the company expire annually at the time of the Annual General Meeting. You will have noticed in the information circular that management poses to fix the number of directors at 5 and they elect 5 directors for the ensuing year. I move that the number of directors of the company be fixed at 5.

Mr. Chairman, I second the motion.

Thank you. Kendra, is there any discussion on the motion?

There is no discussion at this time.

As there is no discussion, I will now call for a vote on the motion before the meeting. We will now turn the call back to the operator to conduct the voting by electronic poll. Operator? [Voting]

Ladies and gentlemen should you wish to vote for, please press star 1 . To vote against, please press star 2. Once again ladies and gentlemen if you wish to vote for press star 1, against please press star 2. You have approximately 10 more seconds to cast your vote. Voting has now ended.

Thank you. I declare the motion adopted. I now declare the number of directors of the company be fixed at 5. We will now proceed with the election of directors of the company for the ensuing year. The information circular contains the names of management nominees to the Board of Directors, and those nominees are Paula Madison, Carl Farrell, Muizz Kheraj, Jennifer Cabalquinto and myself, Aziz Rahimtoola. Each of these nominees is either present at the meeting or has previously consented to act as the Director of the company. Are there any other nominations? As the nominations are closed, I move that the persons nominated on the information circular be elected as the Directors of the company and to hold offices until next Annual General Meeting of the shareholders of the company or until their successor is elected or appointed.

Mr. Chairman, I second the motion.

Thank you. Kendra, is there any other -- Kendra, are there any discussions on this motion?

There is no discussion at this time.

I now call for a vote on the motion before the meeting. We will now turn the call back to the operator to conduct the voting by electronic poll. Operator? [Voting]

Thank you. Ladies and gentleman, to vote for please press star 1, to withhold please press star 2. Once again, ladies and gentleman, to vote for press star 1, to withhold press star 2. You have approximately 10 more seconds to cast your vote. Thank you. Voting has now ended.

Thank you. I declare the motion adopted. I now declare that Paula Madison, Carl Farrell, Muizz Kheraj, Jennifer Cabalquinto and myself, Aziz Rahimtoola are duly elected Directors of the company for the ensuing year. The next item of business is the appointment of the auditor and authorization to fix their remuneration. And I move the MNP LLP chartered accountant be appointed as auditors of the company for the ensuing year as remuneration to be fixed by the Directors.

Mr. Chairman, I second the motion.

Thank you. Kendra, is there any discussion on the motion?

There's no discussion at this time.

As there is no discussion, I will now call for the motion -- on the motion before the meeting. We will now turn the call back to the operator to conduct the voting by electronic poll. [Voting]

Thank you. Ladies and gentlemen, to vote for, please press star 1, to withhold please press star 2. Once again, as a remainder please press star 1 to vote for, star 2 to withhold. You have approximately 10 more seconds to cast your vote. Thank you. Voting has now ended.

Thank you. I declare the motion adopted and I've declared that MMP LLP chartered accountants are duly appointed as auditors of the company for the ensuring year and the Directors are authorized to fix their remuneration. The next item of business is the approval of an ordinary resolution to reapprove the company's Omnibus Equity Incentive Plan previously approved by shareholders of the company on June 29, 2022, as detailed information circular. Unless there is a request for me read out the -- for myself to read out the full text of the resolution to the meeting, I move that the meeting dispense with reading out the resolution relating to ratifying reapproval of the company's Omnibus Equity Incentive Plan.

Mr. Chairman, I second the motion.

Thank you. Kendra, is there any discussion on the motion?

There is no discussion at this time.

As there is no discussion, I will now call for a vote on the motion before the meeting. We will now turn the call back to the operator to conduct the voting by electronic poll. [Voting]

Thank you. Ladies and gentlemen to vote for please press star 1, to vote against please press star 2. Once again, ladies and gentlemen, to vote for please press star 1, to vote against please press star 2. You have approximately 10 more seconds to cast your vote. Thank you. Voting has now...

Thank you. I declare the motion to reapprove the company's Omnibus Equity Incentive Plan adopted. This brings us to the conclusion of the formal business of this meeting. Unless there is -- there are any other businesses to be bought up before the meeting, I move that the meeting be terminated.

Mr. Chairman, I second the motion.

Thank you. Kendra, is there any discussion on the motion?

There's no discussion at this time.

As there is no discussion, I call for a vote on the motion before the meeting. We will now turn the call back to the operator to conduct the voting by electronic poll. [Voting]

Thank you. Ladies and gentlemen, to vote for please press star 1, to vote against please press star 2. Once again, to vote for please press star 1, to vote against please press star 2. You have approximately 10 more seconds to cast your vote. Thank you. Voting has now ended.

I declare the motion carried and the meeting is formally terminated. Thank you for your attention and your attendance at the meeting. Should anyone attending on the phone have questions or comments on the company, please reach out to management or members of our team at any time. Contact information is available on our website at sabioholding.com. Thank you again, and enjoy the rest of your day.

Thank you, sir. Ladies and gentlemen, this does indeed conclude your meeting for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines.