SLANG Worldwide Inc. (SLNG) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the Annual General and Special Meeting of SLANG Worldwide. This conference is being recorded. I would now like to turn the conference over to Peter Miller, Chairman of the Board and Director of SLANG. Please go ahead.

Good morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of the Shareholders of SLANG Worldwide Inc. My name is Peter Miller, and I'm the Chairman of the Board and a Director of SLANG, and will be acting as Chair for today's meeting. Before we begin the formal business of the meeting, given this meeting is being held virtually to deal with the unprecedented public health impacts of COVID-19, I would like to set out 3 rules for orderly conduct. Questions in respect of a motion or a procedural matter can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. Please note that there will be a slight delay in the publication of the communications received. Today's meeting is being held solely for the purpose set out in the notice of meeting, accompanying information circular in respect of this meeting. For the purposes of today's meeting, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item. When you are asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. I will advise you when the polls are about to close. With your approval and in accordance with the bylaws of the corporation, I shall ask Leah Hodges to act as Recording Secretary and Frank Kailik of Odyssey to act as scrutineer. In order to make the best use of our time, certain shareholders or proxy holders have been asked to move and second the proposals, which are called for in the notice of the meeting. The notice calling this meeting was delivered to the shareholders of record at the close of business on May 3, 2021, in accordance with the bylaws of the corporation and the Canada Business Corporations Act. Unless anyone objects, I propose that we dispense with reading the notice of meeting. Business may be transacted at this meeting if 2 or more persons are present holding or representing by proxy, not less than 5% of the shares entitled to vote at the meeting. The scrutineers' report has now been received and it shows that there is a quorum of shareholders present at the meeting. I direct that the scrutineers' report be kept by the Secretary with the minutes of this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of the formal business of the meeting. Before I move to the next item of business, I will now take a moment to ask that the balloting be opened to registered shareholders and duly appointed proxy holders. The polls are now open. At this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the information circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. Please register your votes by accessing the voting page and selecting the "for" or "withhold" buttons next to the name of each proposed director and next to the resolution with respect to the appointment of the auditors and selecting the "for" or "against" buttons next to the resolution with respect to the amended and restated RSU plan and the reduction of stated capital. Although the polls are now open, each item of business will be introduced one at a time and registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names will be able to vote on all motions until the closing of polls, which will occur shortly after all matters to be voted on have been formally put forth before the meeting. The first item of business is to receive and consider the audited consolidated financial statements of the corporation for the year ended December 31, 2020, and the auditor's report therein and the management's discussion and analysis, both of which are available for review on SEDAR and are located on the Lumi dashboard page. Given the foregoing, it is not proposed that they be read at the meeting but they be taken as received. The next item of business is the election of directors of the corporation to hold office until the next Annual Meeting of the Shareholders: Peter Miller, Chris Driessen, Keith Stein, Chris Donnelly, Robert Verdun, Matt Fraser, Kelly Ehler; Sam Brill and Felicia Snyder are the nominees standing for election as directors. They have all consented to stand for election, and I would appreciate a motion to elect those nominated as directors of the corporation to hold office until the close of the next annual meeting or until their successors are duly elected or appointed.

I move that motion.

I second that motion. The next item of business is the appointment of MNP LLP, Chartered Professional Accountants and officers to hold office until the next annual meeting of shareholders under remuneration to be fixed by the Board of Directors. I will now ask for someone to move and someone to second the motion in this regard.

I move that motion.

The next item of business is to consider and if deemed advisable pass about amendment a special resolution, the full text of which is set out in the information circular for this meeting available for review on SEDAR and located on the Lumi dashboard page, approving an amended and restated restricted share unit plan of the corporation, which will increase the maximum number of common shares of the corporation issuable under such plan from $20 million to $30 million. I will now ask for someone to move and someone to second a motion in this regard.