SNDL Inc. (SNDL) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the Sundial Growers Inc. Annual General Meeting of Shareholders. [Operator Instructions] I would now like to turn the conference over to Greg Mills, Chairman of the Board. Please go ahead.

Thanks, Gail. Good afternoon, everyone. Ladies and gentlemen, welcome to the Annual General Meeting of the Common Shareholders of Sundial Growers. My name is Greg Mills. I am the Non-Executive Chairman of the Board and a Director of Sundial. This year, due to concerns regarding the spread of COVID-19 Sundial adopted for a virtual-only annual meeting in order to reduce the risk of spread of infection to our employees, shareholders, directors and other stakeholders. However, in the event of a technical disruption, Zach George, the CEO of Sundial, will act as the alternative chair for the meeting. Before we begin with the formal portion of the meeting, I will provide some comments on voting and questions at today's meeting. In making the decision to hold a virtual meeting, it was paramount to ensure that shareholder rights were protected. We have ensured that this meeting offers shareholders the same opportunities to participate as in past in-person meetings. Voting during this meeting can only be done through our virtual voting platform on the webcast. Only registered shareholders who held shares in their name as of June 7, 2021, the record date of this meeting or their validly appointed proxyholders are entitled to vote at this meeting. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect to each share entitled to be voted on the matter and held by that shareholder. Proxy votes received prior to the meeting will be displayed. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. I would also like to welcome all guests who are not registered shareholders or who are holding proxies of registered shareholders. As a reminder, as with in-person meetings, only registered shareholders and duly appointed proxyholders are able to vote or ask questions. Shareholders can submit questions at any time during the meeting. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. If you have a question, click on the Ask the Question tab at the top right of the webcast page. Please read the instructions in the text box before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered as part of the formal business of the meeting or whether it is of a more general in nature. We will address the questions that directly relate to a particular motion at the appropriate time of the meeting. If a question is personal in nature, we will follow-up with you individually after the meeting. Once you finish typing your question, just click the submit button. The secretary will receive the questions at the appropriate time, will read them out in order for everyone to be aware of the question being dealt with. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections will be addressed during the meeting, provided they are submitted during the period when the polls are open. With respect to questions, other than proposed amendments or objections, the Chair or Zach George will address the questions as appropriate. If we have a number of questions that are the same or very similar on a topic, we will paraphrase and group the questions and mention that we have received similar questions. During the general question-and-answer session, after my remarks, we will endeavor to address general questions from our registered shareholders or proxyholders that are not specific to a resolution. However, please note that due to time constraints, we may not be able to address all questions today. With that said, the polls are now open on all resolutions. Voting can be completed at any time from now until the end of the formal business of meeting. Thank you for those who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. For those who have not yet voted, we encourage you to vote now. Once discussion on all items of business has concluded, I will give you some time to change your votes or enter them if you have not yet voted and then declare voting closed on all resolutions. Okay. With that said, the Annual General Meeting will now come to order. Sundial's General Counsel, Kristine Dow, will act as secretary of the meeting. And representatives from Odyssey Trust Company will act as scrutineer of the meeting. In order that the meeting covers all of the business for which it was convened within a reasonable period of time for each motion brought today, Nikki Bade will be deemed to have made the motion, and Luke Fallwell will be deemed to have seconded the motion. The notice calling this meeting as well as the information circular of Sundial dated June 7, 2021, containing the details of the matters to be put before this meeting and the forms of proxy were sent to each shareholder of record and entitled to vote at this meeting as of June 7, 2021. I now will ask the secretary to confirm this.

Mr. Chair, I have before me a true copy of the notice of meeting, together with the statutory declaration from Odyssey Trust Company as to the mailing of the notice of meeting, information circular and forms of proxy. The declaration indicates that all documents were mailed within the time periods required by the bylaws of Sundial and by applicable Canadian corporate and securities laws.

Thank you, Kristine. Proof of service has now been duly filed. I direct the copies of the notice of statutory declaration be kept by the secretary with the minutes of the meeting. The current bylaws of Sundial provides that a quorum for any meeting is 2 persons present in person or by proxy holding or representing not less than 25% of the outstanding shares of Sundial entitled to vote at the meeting. I will now ask the secretary to read the scrutineer's report on attendance of the meeting.

The scrutineers' report indicates that there are at least 5 registered shareholders or duly appointed proxyholders present at the meeting, representing 552,780,997 common shares or 27.7% of the outstanding share capital of Sundial represented at the meeting.

Thank you, Kristine. I declare that a quorum is present. I direct that a copy of the scrutineers' report be kept by the secretary with the minutes of the meeting. Due notice having been given and a quorum present, I declare this meeting to be duly called and properly constituted for the transaction of business. Management would like to thank all shareholders that voted on the matters before us today. I can confirm that 552,780,997 common shares, being over 27% of the total outstanding common shares have already been voted. At this meeting, we will first receive the audited consolidated financial statements of the corporation for the year ended December 31, 2020, together with the auditor's report, therein and related management discussion and analysis. No vote by shareholders required on -- required or proposed with respect to the financial statements. Following the receipt of the financial statements, we will move on to discussion of the ordinary resolution matters, those being: one, fixing the number of directors to be elected; two, the election of directors; and finally, the appointment of the auditors. We will now proceed with the formal business of the meeting. Details of the matters to be dealt with today have been given in the information circular dated June 7, 2021, a copy of which has been sent to each shareholder of record as of June 7, 2021. And any reference I make to an information circular means that information circular. The first item up for business is the presentation of the audited consolidated financial statements of the corporation for the year ended December 31, 2020, together with the auditor's report therein and related management discussion and analysis. As I mentioned, no vote is required with respect to this matter. But if you have any questions, I would be pleased to direct you to ask Sundial's financial team after the formal portion of this meeting. Fixing the number of directors. The next item up for business is the election of the directors of Sundial for the ensuing year. We will now prepare to discuss and vote on the motion of the number of directors to be elected at the meeting for the ensuing year or otherwise as authorized by the shareholders of corporation be and is hereby fixed at 5. I will now ask the secretary to please advise if there are any questions specific to this motion that were submitted.

No questions?

Thank you, Kristine. As there have been no questions and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. We will now proceed with the election of directors. The corporation has nominated Bryan Pinney, Lori Ell, Greg Mills, Gregory Turnbull and Zach George to serve as Directors of Sundial. We will now prepare to discuss and vote on the motion to elect the nominees as directors of the corporation to hold office until the next election of directors or until their successors are appointed. I will now ask the secretary to please advise if there are any specific questions on this motion that were submitted.

I can advise that no questions were submitted.

Thank you, Kristine. As there have been no questions and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. The next item is the appointment of the auditors for the ensuing year. The current auditors of Sundial are KPMG Chartered Professional Accountants. KPMG were first reappointed as auditors for Sundial on November 27, 2018. We will now prepare to discuss and vote on the motion that KPMG will be appointed as auditors of Sundial to serve until the close of the next annual meeting and at a remuneration to be fixed by the directors. I will now ask the secretary to please advise if there are any questions specific to this motion.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you, Kristine. As and unless we receive any objections otherwise, we will proceed on the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. Are there any other matters to be brought before the meeting? Sophie, is there anything? Nothing? There being no other business, we will now proceed to close the poll. For those of you who have not yet voted on all of the resolutions, please do so now. It is 1:13 current time. I will close polls all resolutions in 1 minute at 1:14 to allow online viewers to catch up. [Voting]

Okay. It is now 1:14. I now declare the polls to be formally closed. I now ask the secretary to provide preliminary results of the voting.

Thank you, Mr. Chairman. I have received confirmation from the scrutineer that the motion to fix the number of directors at 5 until the next Annual Meeting of Sundial has been approved. Each of the 5 directors nominated by the Board has been elected and the motion to appoint KPMG LLP as the auditors of Sundial has been approved.

Thank you, Kristine. I declare that each of the resolutions considered at today's meeting in respect to those matters as carried. The exact number of votes cast in respect of each matter will be filed on EDGAR and SEDAR and made available on our website. Thank you again to all shareholders and proxyholders for your attendance today. As there is no further business to be brought before the meeting, I declare the formal portion of the meeting be concluded. We will now turn to the question-and-answer period of the meeting for which we have allowed 15 minutes. I will now ask our moderator, Sophie Pilon, to please advise if there are any questions that have been submitted and to read them first to Zach George or myself may respond.

There are no questions.

Well, I'll give it a few minutes and see if anything comes. All right. Well, in the interest of time, there have been no questions submitted. I'll now like to take this time to close the meeting and thank all of the shareholders who voted, and also thank those that attended the Sundial AGM of shareholders today. Please take care, and stay safe. Thank you very much.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.