Sangoma Technologies Corporation (STC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and 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 this recording, transfer and use of 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 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 Charles Salameh, CEO of Sangoma Technologies. Mr. Salameh, the floor is yours.

Morning, everyone, and welcome to the Annual General and Special Meeting of the Shareholders of Sangoma Technology Corporation. I'm Charles Salameh, the Chief Executive Officer of Sangoma Technologies. And at the meeting today, we have management represented by Larry Stock, our Chief Financial Officer; Jeremy Wubs, our Chief Operating Officer; Nenad Corbic, our Chief Technology Officer; and Samantha Reburn, our Chief Legal Officer. On behalf of the Board, I would like to thank those shareholders who have joined to attend the meeting today and those who submitted their proxies in advance. For the purpose of today's meeting, please note the following. One, 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 shareholders of Sangoma and that although other persons are present whom we are pleased to welcome to this meeting, only shareholders or their proxies are entitled to participate in the business of the meeting and to vote or to ask questions. Please note that there will be a slight delay in the publication of the communications received. 2, 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 take any questions or to ask any questions. 3, questions will only be addressed regarding procedural matters or directly related to the motions before the meeting. 4, for the purpose 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. 5, polls will now appear on your screen requesting you to register your votes. If you have previously voted, you don't need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the voting cutoff. We will be following the agenda of the meeting provided to you in the meeting materials as more particularly described in our management information circular dated November 8, 2023, 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 4 matters of business to conduct today, being one; the presentation of the financial statements, 2; the election of directors, 3; the appointment of the company's auditor and 4; ratification of the amended and restated bylaws #2. I'll now call the meeting to order. The 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 Chief Legal Officer, to act as Secretary of the meeting and Josette Koffyberg of Computershare to act as a scrutineer. Secretary has confirmed that the management information circular described the -- describing the matters to be considered today. The notice of this meeting and a form or proxy were mailed to each shareholder of record on November 7, 2023, a record date for the meeting. We have received an affidavit of mailing from our transfer agent. So I ask secretary to keep a copy of it within the minutes. Unless there is an objection, I will dispense with the releasing of the notice of meeting. Scrutineer has provided me with a preliminary report regarding shareholder attendance of the meeting, and I've been advised by the scrutineer that the required quorum, being 2 persons present and entitled to vote at the meeting, is present. Accordingly, I declare the meeting is duly and properly constituted for the transaction of business. And the formal report of the scrutineer is available, it will be kept with the minutes of the meeting. Before starting the business of this meeting, I have the following comments on the voting procedure. The shareholder is entitled to 1 vote for each share held by that shareholder. We will conduct each vote by way of electronic ballots on the meeting center platform and those submitted by proxy. I understand that the scrutineer has tabulated all votes received prior to the proxy voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous votes made prior to the 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 these motions prior to the vote. We will now proceed to the first item of business for the meeting and present Sangoma's audited financial statements for the fiscal year ending June 30, 2023, together with the report of the 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. Next item of the business is the election of the directors. The number of directors to be elected at the meeting is 6. 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 the election as director. I confirm that all nominees of management are eligible for election. In addition to myself, the nominees for election are Norman Worthington, Allan Brett, Al Guarino, Marc Lederman, Joanne Moretti. 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 related 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 vote cast for his or her election. Based on the proxies received for the election of directors, if elected, none of these nominee -- none of the nominees would have to tender their resignation under the policy. I've been advised that no other nominees have been made in accordance with Sangoma's advanced notice bylaw. I will now ask Larry to move and Nenad to second a formal motion for the election of the 6 persons nominated as director of the company.

I move that each of the 6 persons nominated be elected as directors of Sangoma to hold office until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Mr. Chairman, I second the motion.

I'll 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, then we will move on to the next matter to be voted on. The next item of business is the appointment of the independent auditors of the company. There I may have a motion that KPMG LLP be appointed as independent auditors.

I move that KPMG LLP be appointed the independent auditors of the company 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.

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

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

Thank you. If there are no questions, then we will move to the next matter to be voted on. Final item of business is to approve the resolution to ratify the amended and restated bylaw #2. A description of the bylaw is sent out in the management information circular. The form of the resolution to be passed at this meeting, which I don't plan to read, is also set out in the management information circular. Larry, may I have a motion to approve the amended and restated bylaw #2.

I move that the resolution regarding the ratification of the amended and restated bylaw #2 in the form set out in the management information circular be approved.

I second the motion.

Again, I will now pause for a moment to give shareholders an opportunity to raise questions or comments with respect to this resolution. Samantha, do we have any comments or questions with regards to that resolution.

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

Thank you. If there are no questions here, we will move to the next matter to be voted on. 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, and I've been advised by the scrutineer that the preliminary voting 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 successor are elected or appointed. KPMG LLP has been appointed as the company's auditor for the ensuing year and that the amended and restated bylaw #2 has been ratified and approved. We will be reporting the final voting results in a press release on SEDAR 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 your participating in this meeting -- for this business and the meeting and for your interest in the company and wish you a very, very happy holiday season. Now that the formal part of the meeting has been concluded, we are pleased to answer any questions that you have with respect to the company, its financial statements and operations during the year. Please submit your questions to the web portal. Sam, do we have any further questions from our shareholders?

There are no further questions.

Thank you all again. I'd like to thank everyone for attending this meeting and for your support of the company. Happy holidays, all. Thank you very much.

This concludes the meeting. You may now disconnect.