Topicus.com Inc. (TOI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Topicus.com Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll 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'll 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, we'll have a question-and-answer session. 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 Mark Dennison, Chairman of Topicus.com Inc. Mr. Dennison, the floor is yours.

Good morning. My name is Mark Dennison. I'm the Corporate Secretary for Topicus. Robin Van Poelje, Topicus' Chief Executive Officer and Chairman of the Board, has asked me to act as the Chairman of Topicus' Annual Shareholder Meeting. Jamal Baksh will act as Secretary of the meeting. I ask Shirley Tom of Computershare to act as scrutineer and compute the votes of any polls taken at the meeting. We are conducting today's meeting virtually via live webcast. Since the meeting is being held virtually, we want to outline a few logistical items regarding the conduct of the meeting. The shareholder meeting of Topicus will be followed by the Annual Meeting of Shareholders of Lumine Group, which will begin later this morning at 8:30 a.m. Eastern time and the Annual Meeting of Shareholders of Constellation Software, which will begin later this morning at 9 a.m. Eastern Time. This Topicus shareholder meeting will address and process the formal corporate governance matters of Topicus. The question-and-answer period for the executives of Topicus, for Lumine Group and Constellation Software will take place at the conclusion of the Annual Meeting of Shareholders of Constellation Software and will begin later this morning at exactly 9:15 a.m. Eastern Time. However, if there are any questions regarding the formal part of this meeting, those can be submitted by any meeting attendee using the instant messaging service of the virtual interface. When asking a question, please indicate your name, which entity you represent, if any, and if applicable, confirm if you are a registered shareholder or a duly appointed proxy holder. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such person represents. To repeat any shareholder questions, which do not relate to the formal portion of this meeting will not be addressed during this meeting, but will be answered during the question-and-answer period at the end of the Annual Meeting of Shareholders of Constellation Software. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballots. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you're asked to vote, you will receive a message on the virtual interface requesting you to register your votes. When voting commences, the polls will remain open for 3 minutes. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all of the motions. The Secretary of the meeting has filed with me proof of mailing of the meeting materials, including the notice of availability of proxy materials, the form of proxy and where applicable, the notice of meeting and management information circular. The consolidated financial statements of the company for the year ended December 31, 2023, and the auditor's report thereon have also been mailed to all shareholders of the company who have requested them. Copies of these materials are also available on the company's SEDAR+ profile and on the company's website. We would be pleased to deal with any questions concerning the financial statements subsequent to the completion of the formal business at this meeting. The scrutineers have reported to me that we have at least 2 shareholders present by electronic means and holding or representing by proxy at least 25% of the votes entitled to be cast at the meeting. As such, I declare that a quorum is present for the conduct of business. This meeting is properly constituted for the transaction of business. Voting today will be conducted by electronic ballot. The balloting will be opened to registered holders and appointed proxy holders who have properly logged in with their control numbers or their invite code after the presentation of all business items. The first item of business this morning is the election of directors. There are 5 directors to be elected at this meeting. The management information circular made available to shareholders contains information about the 5 nominees. Those nominees are John Billowits, Jane Holden, Alex Macdonald, Donna Parr and Robin van Poelje. The meeting is open for nominations for the election of directors for the ensuing year or until their successors are elected or appointed. I will now nominate the directors and second the confirmation. I nominate each of the persons whose names appear in the management information circular under the heading Election of Directors to be a director of the company until the close of the next annual meeting of shareholders or until their successors are appointed. And I also second nominations. If there are no further nominations, I declare the nominations closed. I will now move and second a resolution appointing the auditors for the current year and authorizing the directors to fix their remuneration. I move that KPMG LLP chartered accountants are appointed auditors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and that the directors are authorized to fix such remuneration, and I also second the motion. Unless there are any questions, I will move on to the voting process. As mentioned earlier, voting today will be conducted by electronic ballot. I will now take a moment to ask the balloting be open to register holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and appointed proxy holders who are properly logged in with their control numbers or invite code and wish to vote will be able to see on the screen the election of directors and the appointment of the auditors brought forth at this meeting. 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 KPMG as company's auditors. The voting will remain open for 3 minutes. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. The line will now be paused for a 3-minute period. [Voting]

Although the full running results are not yet available, I can report that based on the proxies received in advance of the meeting, all matters that were put to a vote today have passed. I move that the meeting be terminated, and I second the motion. I declare the resolution carried and the meeting terminated. The formal agenda for this meeting is now completed.