Vecima Networks Inc. (VCM) Earnings Call Transcript & Summary

Hello, and welcome to Vecima Networks Inc.'s 2024 Annual General Meeting of Shareholders. 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 of another person in today's meeting, you will be deemed to represent and warrant to Vecima and Computershare that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before you disclose. During today's meeting, members of the company's management team may make certain forward-looking statements concerning the company's business, financial condition or results of operations, which are subject to uncertainties. The company's actual results may differ materially from those anticipated in such forward-looking statements because of various factors, including those discussed in the company's most recent management discussion and analysis. Forward-looking statements are based on beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. It is now my pleasure to turn today's meeting over to the CEO and President of Vecima Networks Inc. Mr. Sumit Kumar, the floor is yours.

Thank you. Ladies and gentlemen, the Virtual Annual General Meeting of Vecima Networks Inc. will now come to order. My name is Sumit Kumar. I'm the CEO and President of the company. I will act as Chairman of this AGM. Bjorn Roos, the company's acting Corporate Secretary will act as secretary, and Olivia Craven of Computershare will act as scrutineer. This AGM is taking place via live webcast. After the end of the AGM, there will be an opportunity to ask any additional questions. As a matter of procedure, only registered shareholders and valid proxy holders who've registered with Computershare are permitted to vote and submit questions or comments to the meeting platform. If you are a registered shareholder and you have already voted by proxy, you do not need to vote again unless you wish to change your vote. It's expected that nonregistered shareholders attending this meeting have already registered their voting preferences in advance through their brokerage firm or bank. [Operator Instructions] Only questions which are procedural in nature or directly related to motions before the meeting will be addressed during the meeting. Any other questions may be addressed when the meeting concludes. The items of business at this meeting, which are submitted by registered shareholders and named proxy holders, will be addressed. We will do our best to address any such questions received prior to the conclusion of the meeting. However, if for any reason we're unable to do so, we'll endeavor to follow up with you after the meeting. In addition to shareholders and proxy holders, guests may attend this meeting. I welcome all guests. However, I'd like to remind them that they do not have the legal right to vote on any resolution and are not entitled to object or ask questions. We have the following matters of business to conduct today: the presentation of the financial statements, fixing the number of directors at 6, the election of directors, the reappointment of Grant Thornton LLP as the company's auditors and any other business that may properly come before the meeting. I now ask that the 2024 Annual General Meeting of Shareholders come to order. The secretary has tabled for inspection by any shareholder or proxy holder the confirmation that notice calling this meeting was mailed to shareholders in accordance with the bylaws of the company and applicable law. With the consent of the meeting, the reading of the notice of the meeting will be dispensed with. And I'll ask the secretary to append the confirmation of mailing to the minutes of this meeting as a schedule. Bjorn Roos will now read the scrutineer's interim report. A copy of the scrutineer's final report will be made available after the meeting.

The scrutineer's interim report reads as follows: 0 shareholders in person, representing 0 shares; 21 shareholders by proxy, representing 17,642,553 shares; 21 total shareholders holding 17,642,553 shares; total issued and outstanding as at record date, 24,312,594 shares; percentage of outstanding shares represented at the meeting, 72.57%.

I adopt the scrutineer's interim report and declare accordingly that a quorum is present. As there is a quorum present and as adequate notice of this meeting has been given, I now declare this meeting to be regularly called and properly constituted for the transaction of business. I will now present the financial statements of the company for the fiscal year ended June 30, 2024, and the report of the auditors thereon, which are mailed to applicable shareholders prior to the meeting. Copies of the circular, the financial statements and other meeting materials are available on the company's website and the company's SEDAR+ profile. I direct that the secretary now table the same. If there are any questions which any shareholder would like to ask in respect to the financial statements and the report, I would be glad to answer them or call on others to do so. As there appear to be no questions, I'll proceed to the next item of business. The next matter is the nomination and election of directors. The Board of Directors presently consists of 7 directors. Management proposes to elect 6 directors for the ensuing year. I now move to fix the number of directors for the ensuing year at 6. Who will second the motion?

This is Clay McCreery. I will second the motion.

Is there any discussion on this motion? Okay. All those in favor of this motion, please signify this by your approval through the meeting platform. [Voting]

And likewise, for those against. [Voting]

I declare this resolution duly carried. I shall now proceed with the nomination of directors. This meeting is now open for nominations for election as a director for the ensuing year. I will now read the names of the persons nominated as directors as listed in the company's information circular: Dr. Surinder Kumar, Mr. Sumit Kumar, Mr. James A. Blackley, Mr. Scott Edmonds, Mr. Samuel Chernak and Mr. David Rowat. Are there any further nominations? As there are no further nominations, I declare the nomination process closed. I declare the nominations closed. Since the number of nominees is the same as the number of vacancies to be filled, I now move that the persons nominated for election as directors be elected as directors of the company to hold office until the next AGM. Who will second the motion?

This is Ryan Nicometo. I second the motion.

Thank you, Ryan. Is there any discussion on this motion? Okay. All those in favor of this motion, please signify this by your approval using the meeting platform and likewise, for those against. [Voting]

I declare this resolution duly carried. The next item of business before the meeting relates to the appointment of auditors of the company. I now move that Grant Thornton LLP, Chartered Accountants be reappointed as auditors for the company for the ensuing year and that the directors be authorized to fix their remuneration. Who will second the motion?

This is Clay McCreery. I will second the motion.

Thank you, Clay. Is there any discussion on this motion? All those in favor of the motion, please signify this by your approval using the meeting platform. [Voting]

And likewise, for those against. [Voting]

I declare this motion -- this resolution duly carried. That concludes the formal items of business for the meeting. I now propose that the meeting be concluded unless there's any further business. If you would like to raise any further business at this meeting, you can do so now. Okay. Hearing no further discussion, now that all further discussion has been addressed or now heard, I now declare that the formal part of the meeting to be concluded. I'll now provide an opportunity to ask any additional questions. Okay. Hearing no further questions, I now consider the meeting to be concluded. I thank you for your attendance, and I hope that you have a good day.

This concludes the meeting, and you may now disconnect.