Sangoma Technologies Corporation (STC) Earnings Call Transcript & Summary

Hello, and welcome to the Sangoma Technologies Corporation Special Meeting of Shareholders. Please note that today's call is being recorded. It is now my pleasure to turn today's meeting over to William Wignall, President and CEO of Sangoma Technologies. Mr. Wignall, the floor is yours.

Thank you, operator. Good morning, everyone, and welcome to the special meeting of Sangoma shareholders. I'm Bill Wignall, President and CEO of Sangoma Technologies. And at the meeting today, we have management represented by David Moore, our CFO; and John Tobia, our EVP of Corporate Development and General Counsel. In light of the current COVID-19 public health emergency and to protect the company's employees, shareholders and other stakeholders, today's meeting is being held in a virtual-only format via live audio webcast. As this meeting is being held virtually, we think it's wise to set out a few rules for the orderly conduct of the meeting. Questions during the formal part of the meeting, in respect of a motion or procedural matter, can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note, there will be a slight delay in the publication of the communications received. During the formal part of the meeting, guests will not be permitted to ask questions. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you're a registered shareholder or duly appointed proxy holder. We will conclude our meeting at the end of the formal meeting with no questions to be taken outside of formal matters. For our meeting today, voting on the matter before the meeting will be conducted by electronic ballot. We will now open the voting for the sole resolution before the meeting and voting will remain open until shortly after the resolution is presented. Poll will now appear on your screen requesting you to register your votes. If you have previously voted, you do not need to vote again when prompted. By voting again, you would revoke any previous vote made prior to voting cutoff. We will be following the agenda for the meeting provided to you in your meeting materials. First, we will call the meeting to order and go through some additional procedural matters. Then we will have the matter of the business to conduct today, the approval of the consolidation resolution, as more particularly described in our Management Information Circular sent to you previously. I will now call the meeting to order. This meeting has been convened pursuant to the resolutions of the Board of Directors and in accordance with the company bylaws. I will act as Chair of this meeting. John Tabia will act as Secretary of the meeting, and I appoint Roxanne Parsaud of Computershare to act as scrutineer for the meeting. Before commencing with procedural matters, I would like to call upon the Secretary to make a statement concerning today's remarks.

Thank you, Bill. Please note that in the course of today's meeting, officers or directors of Sangoma may, in their remarks or in response to the questions, make statements which are forward-looking under Canadian securities legislation. Certain material factors and assumptions are applied in making such statements and there are a number of other factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Sangoma. Additional information concerning these factors and assumptions are contained in Sangoma's filings with Canadian securities regulators, including Sangoma's annual management discussion analysis, interim management discussion and analysis and the management information circular filed in respect of this meeting. In addition, although guests are most welcome at this meeting, only registered shareholders or duly appointed proxy holders will be entitled to vote on the matter in the agenda or raise any new matters that are proper for the consideration of the meeting. Unless you are a registered shareholder or duly appointed proxy holder, we are requesting that you refrain from voting or raising any new matters during the meeting. We will permit registered shareholders and duly appointed proxy holders to ask reasonable questions on the matter properly before the meeting. In the event that any person interrupts the meeting or is unruly, disruptive or raise a subject matter that is not properly before the meeting. We will ask such individual to leave the meeting so we may properly conduct the meeting based on the agenda. We appreciate your cooperation in this respect, and I'll turn over the matter -- the meeting back to Bill.

Thank you, John. The Secretary has confirmed that notice of this meeting was duly given. All shareholders should have previously received a copy of this notice of meeting. Accordingly, may I please have a motion to dispense with the reading of the notice of meeting.

I so move.

Thank you. May I have that motion seconded?

I second the motion.

The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting, and I have been advised by our scrutineer that required quorum is present. Accordingly, I declare the meeting is duly and properly constituted for the transaction of business. Before starting the business of this meeting, I have the following comments on the voting procedure. Each shareholder is entitled to 1 vote for each share held by that shareholder. We will conduct each vote by way of vote cast on the meeting center platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to proxy voting cutoffs. Once more, if you have previously voted, you do not need to vote again when prompted. By voting again, you would revoke any previous vote made prior to voting cutoff. To facilitate the meeting, I have requested that certain persons make and second the formal motions, and I will call on those persons at the appropriate time. Registered shareholders and duly appointed proxy holders may make comments specific to those motions prior to the vote. The first and the only item of business is the proposed approval of a resolution approving the consolidation of the company's common shares on the basis of a consolidation ratio within the range of 1 post-consolidation common share for every 2 to 20 pre-consolidation common shares to be determined at the sole discretion of the company's Board of Directors as described in more detail in our management information circular. May I have a motion for a resolution approving the consolidation resolution as set forth in Pages 16 and 17 of our MIC.

I so move for a resolution. Approving the consolidation ratio as set forth on Pages 16 and 17 of Sangoma's Management Information Circular.

Thank you. May I have the motion seconded?

I second the motion.

Are there any questions or comments on the motion? Okay. Operator, please describe how voting online may be completed by any registered shareholder or duly appointed proxy holder. Hello, operator? Roxanne, can you hear me?

Yes, I can.

Okay. Operator, are you going to describe how voting online may be completed?

That's okay, Bill. I'll step in. As voting has been enabled for the motion, if a shareholder has not yet voted, please do so online now. You may vote for or against in respect of the approval of the consolidation ratio. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballots as the voting is now open. So we will wait a minute or so and then provide an update.

Thank you, John. [Voting]

Okay. 1 minute has now passed. Electronic voting is now closed. I have been advised by the scrutineer that substantially all of the online ballots and proxies deposited for the meeting have been voted in favor of the consolidation resolution. Based on preliminary results, the consolidation resolution has, therefore, been approved. We will file on SEDAR shortly. The final confirmation of the voting results after Computershare has tabulated those final numbers. That concludes the formal business brought before the meeting. I therefore declare the meeting to be terminated. I would like to thank you once again for participating in the meeting and for your interest in the company. Good day.

Thank you.

This concludes the meeting. You may now disconnect.