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 will be deemed to consent to the recording, transfer and use of same. If you disclose personal information, I have another person in today's meeting, you will be deemed to represent and warranted to Computershare and the corporation that you first obtained all required consents for their disclosure, recording and transfer and use of such personal information from all appropriate persons before your disclosure. And it is now my pleasure to turn today's meeting over to Mark Dennison, who will be acting as Chairman of the Annual General Meeting of Shareholders of Topicus.com. Inc. Mr. Dennison, the floor is yours.

Good morning. I'm Mark Dennison. I am the Corporate Secretary for Topicus. Robin Van Poelje, Topicus' Chief Executive Officer and Chair of the Board, has asked me to advertise 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 controls of any calls 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. This 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 9:00 a.m. Eastern Time. This topic of shareholder meeting will address and process the formal corporate governance matters of Topicus. The question-and-answer period for the executives of Topicus, 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 9:15 a.m. Eastern Time. However, if there are any questions regarding the formal portion 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 and the 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 session 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 ballot. Registered shareholders or duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you are asked about, you will receive a message on the virtual interface requesting you to register your vote. When voting commences, the polls will be open for 2 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 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 and 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, 2024, 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 part of 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, and this meeting is properly constituted for the transaction of business. Voting today will be conducted by electronic ballot. The balloting will be open to registered holders and appointed proxy holders, who are properly logged in with their control numbers or invite code after the presentation of all business items. The first item of business 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, Alex McDonald, Lori O'Neill, 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 nomination. I nominate each of the persons whose name appears 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 the nominations. If there are no further nominations, I now 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 previously mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be open to registered 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 their 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 the company's auditors. The voting will be opened for 2 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 2-minute period. [voting] Although the full voting 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 will also note that I have received 1 question through the portal. It does not have to do particularly with the formal part of the meeting, it was asked by Robin Coke, and had asked that, that question be rephrased and resubmitted at the conclusion of the Constellation [indiscernible] at 9:15 this morning. The formal items of business as set out in the notice of meeting have now been done. 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. As mentioned previously, the question-and-answer period for Topicus, Lumine Group and Constellation Software will take place following the Annual Meeting of Shareholders of Constellation Software. The Constellation meeting will begin at 9:00 a.m., followed by the question-and-answer period, which will begin at 9:15 a.m. Eastern Time. Instructions regarding how to attend the Constellation Software meeting can be found in our press release dated April 9, 2025, and on the Topicus, Lumine Group and Constellation websites.

And this concludes the meeting, and you may now disconnect.