Sangoma Technologies Corporation (STC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General Special Meeting of Shareholders of Sangoma Technologies Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, only questions regarding procedural matters or directly related to the motions before the meeting will be addressed. You can submit your questions or comments at any time by clicking on the Q&A Icon. 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 Annual General and Special Meeting of the Shareholders of Sangoma Technologies Corporation. I am William Wignall, the President and CEO of Sangoma. And at the meeting today, we have management represented by Larry Stock, our CFO; Nenad Corbic, our CTO; David Moore, our EVP of Corporate Development; and Samantha Reburn, our General Counsel. On behalf of the Board, I would like to thank those shareholders who have chosen to attend the meeting today and those who submitted their proxies in advance. For the purpose of today's meeting, please note the following: 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. I would simply like to remind all those present that this is a meeting of the shareholders of Sangoma. And that, although other persons are present whom we are pleased to welcome at the meeting, only shareholders or their proxies are entitled to participate in the business of the meeting and to vote or ask questions. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxy holder. Guests will not be permitted to ask questions. Questions will only be addressed regarding procedural matters or directly related to the motions before the meeting. For the purposes of the meeting today, voting on the matters before the meeting will be conducted by electronic ballot. We will now open the voting for all of the resolutions before the meeting, and voting will remain open until shortly after the last resolution is presented. The polls 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 will 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 as more particularly described in our Management Information Circular dated November 1, 2022, which was previously sent to all shareholders. First, we will call the meeting to order and go through some additional procedural matters. Then we have 5 matters of business to conduct today, being: one, the presentation of the financial statements; two, the election of directors; three, the appointment of the company's auditors; four, the approval of the Omnibus Equity Incentive Plan; and five, the ratification of the amendment to Bylaw #1. 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's bylaws. I will act as Chair of this meeting, and I hereby appoint Samantha Reburn, Sangoma's General Counsel, to act as Secretary of the meeting; and Roxanne Parsaud of Computershare to act as Scrutineer. The Secretary has confirmed that the Management Information Circular describing the matters to be considered today, the notice of the meeting and the form of proxy were mailed to each shareholder of record as of November 8, 2022, the record date for this meeting. We have received an affidavit of mailing from our transfer agent, and I ask that the Secretary keep a copy of it with the minutes. Unless there is an objection, I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting, and I have been advised by the scrutineer that the required quorum is present. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. When the formal report of the scrutineer is available, it will be kept with the minutes of the meeting. Before starting the business of the meeting, I have the following comments on the voting procedure. Each shareholder is entitled to one vote for each share held by the shareholder. We will conduct each vote by way of electronic ballot on the meeting center platform and those submitted by proxy. I understand that the scrutineer has tabulated all of the votes received prior to proxy voting cutoff. If you have previously voted, once more, 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 the motions prior to the vote. I will now proceed to the first item of business for the meeting and present Sangoma's audited financial statements for the year ended June 30, 2022, together with the report of auditors thereon. Shareholders do not have to take any action regarding these financial statements, but a copy of the financial statements was previously made available to shareholders and additional copies are available upon request. These materials are also available on the dashboard page of the meeting center platform under the Documents tab. The next item of business is the election of directors. The number of directors to be elected at the meeting is 5. The Management Information Circular sent to shareholders with the notice of this meeting contains information about each of the individuals who will be nominated by the company for election as directors. I confirm that all nominees of management are eligible for election. In addition to myself, the nominees for election are: Norman Worthington, Marc Lederman, Al Guarino and Allan Brett. If elected, these nominees will hold office until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. Sangoma has adopted a majority voting policy relating to the election of directors. Details regarding this policy are provided in the Management Information Circular. Under the policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. I have been advised that no other nominations have been made in accordance with Sangoma's advanced notice bylaw. Based upon the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under the policy. I will now ask Nenad to move and David to second a formal motion for the election of each of the 5 persons named as -- nominated as directors of the company.

I move that each of the 5 persons nominated to be elected as directors of Sangoma to hold office until next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Mr. Chairman, I second the motion.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the directors of the company. Sam, have we received any questions?

We have not received any questions with respect to the election of the directors of the company.

Thank you. If there are no questions, I will move on to the next matter to be voted upon. The next item of business is the appointment of the independent auditors of the company. Nenad, may I have a motion that KPMG LLP be appointed as independent auditors.

I move that KPMG LLP be appointed the independent auditors of the company and to hold office until the close of business at the next Annual Meeting of Shareholders or until its successor is duly appointed and that the directors of the company be authorized to fix their remuneration.

I second the motion.

Thank you. I will now pause a moment to give shareholders an opportunity to raise any questions or comments with respect to the election of the auditors. Sam, have we received any questions?

We have not received any questions with respect to the election of the auditors of the company.

Thank you. If there are no questions, we will move on to the next matter to be voted on. The next item of business is to approve the company's Omnibus Equity Incentive Plan. The maximum number of common shares in the capital of the company authorized and reserved for issuance under the Omnibus Plan is 10% of the issued and outstanding common shares of Sangoma. A description of the key features of the Omnibus plan is set out in the Management Information Circular. The form of resolution to be passed at the meeting, which I don't plan to read, is also set out in the MIC. Nenad, may I have a motion to authorize and approve the proposed Omnibus plan and the unallocated awards thereunder.

I move that the resolution regarding the approval of the proposed Omnibus plan and the unallocated awards thereunder in the form set out in the Management Information Circular be approved.

I second the motion.

Thank you. I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to this resolution. Sam, have we received any questions?

We have not received any questions with respect to this resolution.

Thank you. If there are no questions, we will move on to the next matter to be voted upon. The final item of business is to approve the resolution to ratify an amendment to the company's Bylaw #1 to remove the majority Canadian Director residency requirements contained in Sangoma's bylaws. A description of the amendments is set out in the Management Information Circular. The form of resolution to be passed at this meeting, which I don't plan to read, is also set out in the MIC in that. Nenad, may I have a motion to approve the amendments to Bylaw #1.

I move that the resolution regarding the ratification of the amendment to the Bylaw #1 in the form set out in the Management Information Circular be approved.

I second the motion.

Thank you, David. I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to this resolution. Sam, have we received any such questions.

We have not received any questions with respect to this resolution.

Thank you. If there are no questions, we will move on to the next matter to be voted upon. As voting has been enabled for all previous motions, if you have not voted yet, please do so now online. You may vote for, withhold or against as the case may be by following the instructions on the portal. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballots. [Voting]

Okay. Electronic voting has now closed. I have been advised by the scrutineer that the preliminary vote report shows that each of the proposals presented for approval today have been duly passed. I declare that the nominees listed in the Management Information Circular have been duly elected as directors of the company until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed, that KPMG LLP has been appointed as the company's auditor for the ensuing year, that the proposed Omnibus Equity Incentive Plan has been authorized and approved and that the amendment to Bylaw #1 has been ratified and approved. We will be reporting the final voting results in a press release and on the SEDAR filing following this meeting. I would like to thank the directors for agreeing to stand for election and for their efforts and contributions to the success of the company. That concludes the formal business brought before the meeting. I therefore declare the meeting to be terminated. On behalf of management and the Board of Directors, I would like to thank you once again for participating in the business of this meeting and for your interest in the company and wish you all a very happy holiday season. And now that the formal part of the meeting has been concluded, we are pleased to answer any questions that you may have with respect to the company, its financial statements and operations during the year. Would you please submit your questions through the web portal. All right. Thank you. If there are no questions today, I would like to thank everyone for attending the meeting and for your support of the company.

This concludes the meeting. You may now disconnect.