Sylogist Ltd. (SYZ) Earnings Call Transcript & Summary

Good morning. My name is Barry Foster, and I'm the Chair of the Board of Directors of Sylogist Limited, I will assume the position of Chair for this meeting. The Annual General and Special Meeting of the shareholders of the corporation will now come to order. Edward Wooldridge, who is a partner with Osler, Hoskin and Harcourt LLP and Corporate Secretary of the corporation, will act as Secretary of the meeting and Laura Stone of Computershare Trust Company of Canada, will act as scrutineer of the meeting. I have been advised by the scrutineer that sufficient proxies were received by the Computershare Trust Company of Canada prior to the announced proxy cutoff time in advance of today's meeting so that each item of business is expected to pass. Voting in today's meeting will be conducted using the raise-hand feature on Zoom. All proxies provided to management in advance of the meeting will be voted in accordance with the instructions specified in them. This means that if you have previously submitted a proxy appointing a management nominee and you have not revoked that proxy, you do not need to vote at this meeting and your proxy vote will supersede any vote you cast at this meeting. If you are a registered shareholder or a duly appointed proxy holder who attends to vote at this meeting, please ensure that your participant name on the screen reflects the name in which your securities are registered so your votes can be properly tabulated by the scrutineer. If you're having trouble changing your participant name or your securities are registered in multiple names, you can use the chat feature at the bottom of the screen to send a message to the scrutineer indicating your name and the name of the shareholders you are representing at the meeting. If you are a registered shareholder or proxy holder and you would like to discuss any item of business to be considered at the meeting, please use the chat feature at the bottom of the screen. For general questions not pertinent to the specific item of business being voted on, these will be addressed at the conclusion of the items of formal business of the meeting. I have received an affidavit of mailing signed by the representative of Computershare Trust Company of Canada as to the due mailing of the documents for the meeting. I direct that a copy of this affidavit mailing, together with copies of the documents mailed to the shareholders of Sylogist, be kept by the secretary with the minutes of this meeting. The reading of the notice of the Annual General and Special Meeting of Shareholders will be dispensed both. The scrutineer's report has been received, and it shows that there are present at the meeting, 256 shareholders, holding or representing by proxy, 15,445,757 shares or 65.28% of the issued and [ note sitting ] shares of the corporation. I advised that there is a quorum present at this meeting. I direct that the scrutineers report be annexed to the meeting -- to the minutes of the meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. We will now proceed with the formal business of the meeting. The first item of business is the presentation of the audit report and audited financial statements of the corporation for the 15 months ended December 31, 2022, and 12 months ended September 30, 2021. Copies of the foregoing have previously been mailed to the registered shareholders of the corporation and is not proposed to read them to the meeting. The next item of business is to fix the number of directors to be elected at this meeting.

I need to talk the Board of Directors of the corporation to be elected at the meeting be fixed at 6 members. I second the motion.

You have heard the motion. Has any question or item of discussion has been posted on Zoom using the chat feature.

There are none.

I will now call for a vote by poll. You can vote by using the raise hand feature at the bottom of your screen. Registered security holders and duly appointed proxy holders who are voting at the meeting can indicate their vote by voting for or against the motion. Those in favor -- those opposed. And I would remind the participants who vote in favor to click the lower hand tab at the bottom of the screen, please. I now declare the poll closed. I have received the scrutineer's report on this matter and declare the motion carried. The next item of business is the election of the directors of Sylogist Limited. I now declare the meeting open for nominations.

I nominate William C. Wood, Janice P. Anderson, Barry D.A. Foster, Taylor Gray, Craig O'Neill and Ian McKinnon for election as directors of the corporation.

Are there any further nominations?

There are none.

As there are no further nominations, I now declare the nominations closed. Do we have a motion regarding the election of the directors.

I move that each of the following nominees: William C. Wood, Janice P. Anderson, Barry D.A. Foster, Taylor Gray, Craig O'Neill and Ian McKinnon be hereby separately elected as a Director of Sylogist Limited to hold office until the next annual meeting of the shareholders of Sylogist Limited or until their successor is duly elected or appointed.

I second the motion.

You have heard the motion has any question or item of discussion been posted using the chat feature?

There are none.

I will now call for a vote by poll. Those in favor -- those opposed, and I will remind that participants who voted in favor to please click the lower hand button tab at the bottom of your screen. I now declare the poll closed. I have received the scrutineer's report on this matter and declare that William C. Wood, Janice P. Anderson, Barry D.A. Foster, Taylor Gray, Craig O'Neill and Ian McKinnon are elected as directors of Sylogist Limited to hold office until the next annual meeting or until their successors are elected or appointed. The next item of business is the appointment of the auditors of the corporation.

I move that KPMG LLP Chartered Professional Accountants be and are hereby appointed as auditors of the corporation until the next annual meeting or until a successor is appointed and that their remuneration be fixed by the Board of Directors.

I second the motion.

You have heard the motion. Has any question or item of discussion been posted using the chat feature?

There are none.

I will now call for a vote by poll. Those in favor -- those opposed, and I will remind the participants who voted in favor to click the lower hand tab at the bottom of the screen. I now declare the pole closed. I have received this scrutineer's report on this matter and declare that the motion has passed appointing KPMG LLP Chartered Professional Accountants as auditors of the corporation. The next item of business is to consider and, if deemed advisable, to approve an ordinary resolution to a pre-amended and restated bylaw #1 of the corporation.

I move that the ordinary resolution approving the amended and restated bylaw #1 of the corporation, the full text of which is set forth in the Management Information Circular of the corporation dated May 29, 2023, be approved and adopted.

I second the motion.

You have heard the motion has any question or item of discussion has been posted using the chat feature.

There are none.

I will now call for a vote by a poll. Those in favor -- those opposed, and I would remind the participants who voted in favor to click the lower hand tab at the bottom of the screen. I now declare the poll closed. I have received the scrutineer's report on this matter and declare the motion carried. That concludes the formal items of business to be conducted at this meeting. Has any question or item of discussion has been posted on Zoom using the chat feature.

There are none.

Is there is any further business to be brought before the meeting. As there is no further business to be brought before this meeting, I would ask for a motion to terminate the meeting.

I move that this meeting be terminated.

I second the motion.

I now declare the meeting terminated. Thank you for participating in our 2023 Annual and Special Meeting of Shareholders.