Go od morning, everyone. Welcome to Valour Inc.'s annual general meeting. We'll just kick off the formal part of the meeting, and at the end, we can take some questions or we can, you know, take the questions and get back to everyone with the answers. My name is Ryan Ptolemy. I'm the Chief Financial Officer of Valour Inc. In accordance with the bylaws of the company, I will act as Chairman of the meeting. This is the annual and special meeting of the shareholders of Valour Inc., called pursuant to the notice of the meeting. It is being held at the office of the company located at 198 Davenport Road, Toronto, Ontario, on Tuesday, the 20th day of June, 2023, at 10:00 A.M. this morning.
The meeting shall come to order, with your approval, I shall appoint Kenny Choi as the Secretary of the meeting, and Arlene Agnew of Odyssey Trust Company as scrutineer. I now instruct the secretary to table to the meeting the following documents: the notice of proxy, and the notice of the meeting, form of proxy, management information circular, the audited financial statements for the fiscal year ended December 31st, 2022, and the statutory declaration regarding the delivery of the above materials to the requisite shareholders of the company. I can also confirm that all the materials were sent to each director and the company's auditors.
The bylaws of the company provide that at least 2 persons representing at least 5% of the issued and outstanding shares of the company, present in person or represented by proxy, who are entitled to vote in the meeting, constitute a quorum for the shareholders of the meeting. At this time, I would ask the scrutineer to please report the number of shareholders present in person and total number of shares that they represent, together with the number of shares represented by proxy.
Hi. The total number of shares outstanding is 219,510,501. There's no shareholders present for voting, and 32,057,000 are represented by proxy, and that's 14.6%.
Thank you. The, there is a quorum present and proof of notice called, proof of notice calling this meeting has been given in accordance with the company's bylaws and applicable corporate laws. I now declare the meeting regularly called and properly constituted for the transaction of business, and instruct the Secretary to annex the declaration of mailing and the attached exhibit to schedule A, the minutes of the meeting. The first item of business is the presentation of the audited financial statements of the company for the fiscal year ended December 31, 2022. Copies of the financial statements have been mailed to each shareholder who requested a copy, along with a notice of the meeting and the information circular.
Given that each shareholder had an opportunity to review the financial statements, I propose to dispense with the reading of this report to this meeting. The next item of business is the election of the directors for the ensuing year. Three directors are elected, who will hold offices until the next annual meeting or until successors are elected or appointed. I declare the meeting now open for nominations.
I nominate the following persons as directors of the company for the ensuing year: Olivier Roussy Newton, William C. Sears, Michael Tandetnik, Stefan Hascoët , and Christian Toss.
Can I have a second?
Second.
Thanks, Olivier. These nominees are named nominees of the management, as disclosed in the information circular. Would someone please move the transactions, the nominations to be closed?
I move that nominations be closed. I hereby second the nominee, the motion.
I hereby declare the nominations closed. Would someone move a resolution for the election of the persons nominated as directors?
I move that Olivier Roussy Newton, William C. Sears, Michael Tandetnik, Stefan Hascoët , and Christian Toss be, and they are hereby elected as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed. I hereby second the motion.
All those in favor, please signify by saying aye.
Aye.
All those not in favor, please signify by saying nay. The motion is carried. I hereby declare the following directors of the company for the ensuing year until their successors are elected or appointed: Olivier Roussy Newton, William Sears, Michael Tandetnik, Stefan Hascoët , and Christian Toss. The next item of business is the resolution ratifying and appointing the auditors of the corporation for the ensuing year and authorizing the directors to fix the remuneration. Would someone move, therefore, to ratify and appoint the auditors and authorize the directors to fix the remuneration?
I move that BF Borgers CPA PC Chartered Accountants be ratified and appointed as the auditors of the company for the ensuing year to serve at such remuneration as may be fixed by the board of directors. I hereby second the motion.
All those in favor, please signify by saying aye. Aye.
Aye. Aye.
All those not in favor, please signify by saying nay. The motion is carried. I declare BF Borgers CPA PC Chartered Accountants, appointed as auditors of the corporation for the ensuing year to serve at such remuneration as may be fixed by the board of directors. The next item of business is to consider and thought, if thought fit, pass a special resolution approving the company's name change to DeFi Technologies Inc., or such other name as the directors deem appropriate, as described in the information circular. More information regarding this matter can be found in the information circular. In order for pass this resolution to be effective, it must be passed by at least 66.6% of the votes cast by shareholders at the meeting.
I would request a motion authorizing the company to change its name to DeFi Technologies Inc., or such other name as the directors deem appropriate.
I hereby move that the resolution approving the name change of the company, as set out in the management information circular, be passed by the shareholders of the company without variation.
I hereby second the motion.
All those in favor, please signify by saying aye. Aye.
Aye.
All those not in favor, please signify by saying nay. The motion is carried. I hereby declare that the resolution approving the name change of the company has been passed by a majority of the votes cast by shareholders at this meeting. Unless there's any other business come before this meeting, I would entertain a motion to conclude the meeting.
I hereby move that this meeting be concluded.
I hereby second the motion.
All those in favor, please signify by saying aye.
Aye. Aye.
All those not in favor, please signify by saying nay. The motion is carried. I hereby declare the meeting concluded. Thank you everyone for joining. That concludes the formal portion of the AGM. Our CEO is on the line. Olivier, I don't know if you wanted to say a few words or take some questions from the shareholders online.
Yeah, no, I'm happy to take any questions. As you know, we've been, you know, working hard on our launches of new products with our asset-backed securities platform coming online as of last Friday. We're super excited about continuing to build on our exchange-traded product platform. I feel that the... You know, going back to our initial name, DeFi Technologies, signifies our broader strategy in terms of an umbrella of regulated assets, with our, you know, primary asset being Valour. Our large shareholding in SEBA, which has seen, you know, tremendous demand amidst the U.S. banking crisis and specific, you know, attacks on crypto.
We remain, you know, very committed to our focus on regulated crypto businesses in this changing landscape and are committed to our structure, to our strategy and initial structure that we will, you know, be updating our corporate website and presentation in the coming weeks, and sharing news about new developments in light of this rebranding.
Thanks, Olivier. I'm not sure if anyone had any questions for Olivier or the rest of the management team. We can. If you'd rather just take questions at ir@valour.com. Okay, I'm not getting any questions. You know, again, if anything does come up, please don't hesitate to email us at ir@valour.com, and we'll get back to you with the answers asked. Thank you, everyone, for your time today, and we'll close the meeting.