AGM 2026

Jun 29, 2026

Summary

The meeting elected three directors and appointed KPMG LLP as auditor. The strategic update described a completed shift to Canadian SME lending and a debt refinancing plan targeting October 31, 2026, while emphasizing execution uncertainty.

Hello, and welcome to the Accord Financial Corp Annual General Meeting. 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 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 will have a Q&A session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Simon Hitzig, President and CEO. Mr. Hitzig, the floor is yours. Thank you, Ryan. The meeting will now come to order. Welcome to the 48th Annual Meeting of Shareholders of Accord Financial Corp. I am Simon Hitzig, President and CEO. This is the formal part of the meeting, which will be followed by an informal part where you will be updated on the company's refinancing plan, and our outlook for the year, and have an opportunity to pose questions. With this year's AGM being hosted online, there are a couple of things to note. First, you can ask questions through the chat function anytime during the meeting, which we will either answer during the call or follow up afterwards if you provided contact info. Second, you will have an option to vote your shares online during each agenda item. However, if you voted by mail or online before the meeting, you do not need to vote again during the meeting. Your votes have already been registered. In accordance with the bylaws of the company, I will act as Chairman of the meeting, and I appoint Irene Eddy, Senior Vice President of the company, to act as Secretary. I further appoint Haseeb Iftikhar of Computershare Trust Company of Canada as scrutineer. The notice calling this meeting of shareholders was mailed on June 2nd, 2026, to all shareholders of record May 30th, 2026. The Secretary will annex the notice and affidavit of mailing to the minutes of this meeting. Haseeb, will the scrutineer please submit and read the report on attendance? Thank you, Mr. Chairman. Scrutineer's interim report goes as follows. 18 shareholders by proxy representing 6,479,458 shares. The total issued and outstanding as at record date is 8,558,913 shares. The percentage of outstanding shares represented at the meeting is 75.7%. Thank you. Thank you. Notice having been given in accordance with the bylaws and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. A few notes on voting procedure. As described earlier, Computershare will tabulate voting on each agenda item by combining votes received before the meeting with real-time votes cast during the meeting, keeping in mind that votes cast during the meeting will override votes cast for the same shares if they were also voted before the meeting. That's why I suggest you do not vote for a second time during the meeting. Let's move on to the agenda items for the meeting. Receipt of the audited consolidated financial statements of the corporation for the year ended December 31, 2025, and the auditor's report thereon. The first item of business is to receive the consolidated financial statements, as described, for the fiscal year December 31, 2025, including management's discussion and analysis, the accompanying notes, together with the auditor's report thereon, all contained in the annual report mailed and made available electronically to shareholders. The annual report is also posted to the Accord website and on sedarplus.ca. Receipt of those documents is therefore acknowledged. Let's move on to election of directors. The next item of business. As set out in the management information circular, management is nominating the following as directors: Gary Prager, Stephen Warden, and Simon Hitzig. Will someone move to nominate? Yes, Mr. Chairman. It's Stephen Warden. I will nominate the foregoing persons for election to the board of directors of the company to hold office until the next annual meeting of the shareholders, or until their successors are elected or appointed. Thank you. May I have the nomination seconded? Yes, Mr. Chairman. This is Irene Eddy, and I second the nomination. Thank you. The resolution is open at this time to online voting. I'll just pause for a moment. I note that the vast majority of shares voted in favor of the nominees pursuant to the scrutineer's report, and therefore declare the foregoing persons elected directors of the company to hold office until the next annual meeting of shareholders, or until their successors are duly elected or appointed. Note that final voting results will be included in a press release issued late today and posted on the Accord website. The next item of business is the appointment of auditors for the current year and authorizing the directors to fix their remuneration. I ask someone, please, to move the resolution appointing the auditors for the current year. It's Stephen Warden, Mr. Chairman. Be it resolved that KPMG LLP, chartered professional accountants, be appointed auditors of the company until the next annual meeting of the shareholders, and the board of directors be authorized to fix their remuneration. Thank you. May I have that resolution seconded? Yes. Irene Eddy, and I second the resolution. This resolution, like the previous, is open to online voting if there are any shareholders who would like to do so. I'll pause for a moment. Again, I note that the vast majority of shares have been voted in favor pursuant to the scrutineer's report, and therefore declare the resolution as carried. As with the previous resolution, final voting results will be included in the press release issued tonight and posted on the Accord website. Is there any further business before we move to the informal part of the meeting? I don't see any notes to that effect in the meeting chat. If there's nothing further, I will ask the secretary to move to terminate the formal part of the meeting, after which I will update you on the affairs of the company. Mr. Chairman, I move that the meeting be concluded. Thank you. Is there a second? I will second the motion. Stephen Warden. Thank you. I declare the motion carried and the formal part of the meeting concluded. Again, thank you for tuning in. I have a brief slide presentation, which I will run through now. Let me just make sure the slides are working. All right. This slide presentation is going to have two parts. I am going to address the transformation that Accord has undergone over the last year or two, which is significant and is by and large complete. That part of the presentation is largely backwards-looking. The second part of the presentation, I am going to cover Accord's refinancing plan, which is largely forward-looking. As we've noted in much of our public disclosure, we are working on a comprehensive refinancing plan, which will affect all parts of the balance sheet. We expect the bulk of that part of our plan to unfold between now and the fourth quarter. That is in effect a forward-looking plan. That's the reason why I've held on this slide. Given that it is forward-looking, it is subject to complication, and there can be no assurances that we succeed in the plan. But I am going to provide details after I talk about our transformation. As most of you know, Accord, from around 2014, had a plan which was to broaden the business. I use broaden to include expanding our product line, which we did by developing products and by buying companies, and also to expand the range of businesses we were in, to include media finance, for example. From about 2014 until roughly two years ago, that was our plan, was to expand and diversify operating in both Canada and the U.S. with a very broad product line that included some niche businesses like media finance. About a year ago, or really beginning more like 18 months ago now, we reviewed our strategy and changed. Part of that was related to the fact that our capital was constrained, largely owing to a fraud that occurred at the end of 2023. But we repositioned the company also in response to market intelligence that we gathered in both the equity markets and the debt markets. We had through various strategic initiatives, we heard the message that Accord had become too complicated. By entering businesses, including media finance, perhaps the business had become less interesting to investors given that it appeared as though we weren't as focused as we might have been. So owing both to the capital constraint and to a strategic review, we made the decision to refocus the business in the area where we felt that we had the best opportunity to grow and be profitable. So we've undertaken numerous initiatives over the last couple of years, eventually resulting in the current position, which is exactly where we intended to land. We are calling this Accord 2.0, which is a refocused and streamlined business aimed at leveraging our distinct advantages in Canada. As most of you know, this is where we began in 1978. We have nearly 50 years of continuous operating history and brand building and reputation building in this country. As I am going to run through in a minute, we have some unique advantages in this market that we did not have in the U.S. So this is how we got here. We did a number of things which are. I will start by saying they were eliminations, call it. We did exit the U.S. market. That was an initiative that began in the fall of 2024 when we sold our U.S. equipment finance business. That transformation was completed in Q1 2026 when we sold our media finance business in L.A., along with our remaining ABL business, which was headquartered in Greenville, South Carolina. All of that was completed. That work began in 2025, by the way, but was completed with a flurry of transactions in the second half of Q1 2026. Along with exiting the U.S. market, we also exited largely our lender finance accounts. This again, is partly owing to our capital constraints. Our lender finance accounts tended to be quite large, but also was in response to feedback from potential lenders and from investors, as we came to understand that lender finance is not in keeping with the mission of Accord 2.0. At the same time, we exited all of our large, what we would have called large accounts, with one exception, which we have written about extensively in the recent public disclosures. So whereas the previous iteration of Accord held a number of accounts over CAD 10 million, we now have no accounts. Rather we have one account remaining, which is over CAD 10 million. So while the portfolio is significantly smaller today than it was a year ago, it is broadly diversified. As I said, only one account over CAD 10 million. The next largest account today would be in the range of around CAD 7 million, and we have hundreds of accounts under CAD 2 million. So here we are. After significant effort, time, attention, and resources devoted to a transformation, we have landed exactly where we intended to land, which is we are laser-focused on our home market here in Canada and on supporting SMEs and entrepreneurs from coast to coast. Also, we have abandoned or moved away from, let us say, the holding company model. So as recently as two years ago, Accord operated effectively as a holding company with multiple operating units. We previously had six businesses, each of them relatively distinct, each of them with a President and a senior team, and each of them effectively operating in silos with a few exceptions. As I think everybody on the call understands, we have shared financing over the years. There is one treasury function, one corporate CFO, and one senior debt facility which was shared amongst all of the operating businesses. But beyond that, we operated really as a holding company. Well, those days have ended. Now that we are focused on a single market with a single range of products, we now operate truly as one Accord. We have brought together our operating platform. We are only a few months away from completing a technology transformation whereby a single platform supports our business. From an org structure standpoint, we now have one org structure, which is led by James Jang, who is President of the Canadian lending operation, and his team reports to him regardless of where they sit from coast to coast. It's one team, it's one market, it's one platform, and the entire business now is laser-focused on raising the bar on lending to SMEs in Canada. One of the key advantages, and the reason why I put a slide together on this, is that in Canada, we have several distinct advantages. First and foremost of which is our product line. While Accord competes with dozens and dozens of competitors from coast to coast, almost all of those competitors focus on a single product. For example, there are many leasing companies, equipment leasing companies in Canada. There are many factoring companies in Canada. There are a handful of ABL companies in Canada. There are a few dozen online lenders to small businesses in Canada. But each of those competitors, by and large, offers one product. Accord is differentiated in that we offer many products. In fact, almost the full range of lending products for any SME from coast to coast. The unique advantage here is twofold. One is our borrowers and our referral sources don't need to know what product they are seeking. All they need to know is they need funding. If they call Accord, they are highly likely to find a solution among our broad suite of products. Second, once a client is onboarded with Accord, they have freedom to move from product to product as the business evolves. That may be a very small entrepreneur business with a few million CAD of revenue that maybe gets onboarded with an 18-month, CAD 100,000 term loan. But from there, as we get to know the client and they get to know us, the client is able to migrate as the business grows or changes or the needs evolve. Besides the banks and credit unions in Canada, there are very few competitors aimed at SMEs and entrepreneurs that offer that breadth of product. In addition, the product line is partly, in at least several cases since the pandemic, we have some unique products that are supported by Export Development Canada, or EDC, which again, in the non-bank sector, is unique in Canada. Here we are. This is my final comment on Canada. Accord 2.0 is supporting entrepreneurs, creating sustainable value for shareholders. We are leveraging our home court advantage with a brand and market presence built since 1978, nearly 50 years. With a broad product line and deep expertise, we are able to compete with fragmented competition, which is generally single-product focused and very often regional focused. We have a differentiated product set, and we also have a demonstrated history of growth in this country, both through the pandemic and at many other points in our 48-year history. We operate coast to coast. Again, this is unlike most of our competitors, with presence in Montreal, Toronto, Calgary, Vancouver, and a number of other support and sales staff located in other parts of the country. As I mentioned, we have an unparalleled solution set with the non-bank industry's broadest range of products from receivables and inventory finance, equipment finance, small business lending programs, and EDC-backed products, allowing clients to join us with a single product and then evolve with us as their needs evolve. That's our strategic repositioning. We feel very good about where we've been able to land through a series of transactions that were extremely labor-intensive for the entire senior team, which, as previously reported, were completed on March 31st. We're now in the first quarter, really, of Accord 2.0 with our Canada-focused business plan and the team that we want leading the business. We're starting to put on the kinds of business now that we intended to as we landed at Accord 2.0. I do want to say a few words about our refinancing plan. While strategically we are positioned exactly as we hope to be, our balance sheet is not conducive to supporting Accord 2.0 to hit the growth targets that we intend to hit. As we've reported numerous times in our public disclosures, the balance sheet needs to also transform from what it is and what it was into what it needs to be to support Accord 2.0. Let me just say a few words about what we're doing in that regard. First up, as reported recently, Accord intends to transform its subordinated debt, of which there are several layers including related party demand notes and term notes, along with publicly traded debentures and some privately held debentures as well. We are seeking to amend and extend all of that subordinated debt. Our goal is to extend, as reported publicly, for 5 years, contingent on a senior bank refinancing with the flexibility to pay interest in cash or to accrue through maturity. Our strong belief is that this is the first step, and this first step must be completed to set the stage for a senior debt refinancing. We feel confident that we will achieve this goal. The key milestone is a very late July debenture holder meeting at which we are proposing to make these changes, amend and extend, in addition to changes to the interest rate and a few other features. If we are able to successfully amend and extend the subordinated debt, it will present a far more compelling opportunity for a new senior lender to step in and refinance our banks. More than our feeling, has been counseled by all of our financial advisors, if the subordinated debt is owing and due immediately in the near term or even shortly after a senior debt refinancing, it's unlikely that a new lender will step in and replace our banks. A new lender is going to want to know that the rest of the balance sheet is clean and that there are no hurdles to the senior debt refi. That's goal number one, subordinated debt. After that, or the process rather, is concurrent, but closing after July, we intend to refinance the bank facility, which is currently funded by 6 banks, 2 in the U.S. and 4 in Canada. As previously reported, our bank debt has shrunk from roughly CAD 300 million a few years ago at the time of the fraud. At the end of 2023, it was about CAD 148 million. At the end of 2025, and the bank debt is now down to CAD 53 million. All of that intended to set the stage for a refinancing to provide a number that is small enough to be a nice entry point for a new lender or lenders to replace our banks, assuming the subordinated debt is amended and extended. We are seeking a new facility. We expect, or at least we are aiming to close that in Q4. October 31 is our target date. We are seeking a new lender or group of lenders that will provide flexible senior debt to support what I described as quite a diverse range of products here in Canada, though keeping in mind that being in a single country, largely with one currency and a more diversified loan portfolio should be simpler to finance. At least that is our intention. Assuming we get the subordinated debt refinanced and the senior debt refinanced, we will be in a strong position to execute the growth plan. Our growth plan looks a lot like our growth looked through the pandemic, when we presented a similar product line to Canadian entrepreneurs in a similar configuration. We grew very nicely in 2020, 2021, and 2022. It is our hope to resume that growth path and prove again why Accord has earned its mettle here in Canada. Along with that, we intend to eliminate the very, very heavy expenses that we have incurred over the last couple of years, in managing our bank facility and managing the various initiatives that we have undertaken, both on the M&A front and on the refinancing front. This is an army of consultants, financial consultants, legal counsel, both on our behalf and on our bank's behalf, that Accord has been funding at extreme expense. That is our plan. If we are successful between now and October 31, we will be in a strong position to get back to growth, and to restore the shareholder value that has eroded in recent years, and also ultimately to refinance or repay the subordinated debt at a time in the future. As I mentioned during the forward-looking information slide, this is a forward-looking plan. We have set the stage through a number of important initiatives, largely by simplifying the business and exiting the U.S. We have shrunk the bank loan. There is still a lot of wood to be chopped between now and October 31, and there is uncertainty that we will achieve our goals. Obviously, there is optimism. The entire senior team is here and fully engaged every day on achieving success here. But as everyone knows, there is no certainty on the refinancing plan. I just want to see if we have received questions. There are no questions. I am going to give it about 30 more seconds. I will give it 15 more. All right. There are no further questions. I want to thank you all for joining. I also want to thank all of you for supporting Accord through this challenging transformation. I have no further remarks. Thank you. This concludes the meeting. You may now disconnect.