AGM 2021

May 12, 2021

Hello, and welcome to the GO Easy Annual General and Special Meeting 2021. Today's meeting is being recorded. It is my pleasure to turn the meeting over to the meeting Chairman, David Ingram. Mr. Chairman, The floor is all yours. Well, good morning, everyone, and thank you for that introduction, and thank you for everyone to joining us for our Annual Meeting of Shareholders for GoEasy Limited. My name is David Ingram. I am the Executive Chairman of the Board of GoEasy, And I will also be acting as Chair of today's meeting. I would like to acknowledge the following members of the Goeasy management team that I hear today. The management team is represented by Jason Mullins, President and CEO Hal Curie, Executive Vice President and CFO Sabrina Anzini, Senior Vice President, Legal and Corporate Affairs and Farhan Ali Khan, Senior Vice President of Corporate Development and Investor Relations. I would also like to acknowledge the current board members that are joining us virtually at today's meeting. We continue to rely on this virtual meeting platform to mitigate risks to the health and safety of all during COVID-nineteen pandemic where shareholders can participate Allow me to outline the agenda for this afternoon or rather this morning. We have 5 formal matters of business to conduct today: the election of directors the reappointment of the corporation's auditors for the coming year the approval of the amendment to the corporation's DSU plan the approval of the amended and restated executive share unit plan and the renewal of the corporation share option plan. We will then take any questions. Of note is that the corporation's Q1 webcast will follow immediately after this meeting through the usual teleconferencing platform. Information regarding the dial in is available on the GO Easy Investor website. We will conduct the votes on the 5 formal matters of business. Given that this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or a duly appointed proxy holder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot. If you have already voted by proxy and you vote again during your online ballots during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The poll will be open for the all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of Discussion on each resolution prior to casting your vote. Once the polls have been opened, the items of the business to be voted on and your available voting will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed Given the virtual format of today's meeting and in order for us to expeditely undertake the business to be Conducted at the meeting, we would request that registered shareholders and duly appointed proxy holders who have specific comments on a formal item of business, make such written submissions now clearly identifying the applicable item of formal business as well as your name and contact information. Registered shareholders and duly appointed proxy holders can submit questions by Clicking on the messaging icon, typing in and submitting their question. Once discussion on all items of business has concluded, I will give you 2 minutes to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be released to the TSX today and will be made publicly available. I now declare the polls open on all resolutions. I've now called the meeting to order. I will preside as Chair of this meeting, and I shall ask Sabrina Anzini to act as Secretary of the meeting. I should appoint Rebecca Prentiss and Christopher De Lima of TSX Trust Company to act as scrutineers for the meeting. The secretary has advised me that the notice calling this meeting, together with a former proxy and management Information circular and the annual report containing the financial statements at Gauzy Limited for the financial year ended December 31, 2020 And auditors report thereon have been sent to each director of the corporation. The auditors of the corporation and each intermediary and registered holders Common Shares, a corporation of record on April 1, 2021, the record date for the meeting. Copies of these Materials are available on the corporation's website and on SEDAR. Accordingly, I would dispense with a reading of the notice The scrutineer has provided me with the preliminary report regarding shareholder attendance at this meeting. Based on the preliminary reports, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is I directed the confirmation of mailing of the notice of the meeting received from TSX trust company and the scrutineers complete reports on attendance be annexed to the meetings of the meeting. There are several matters that must be dealt with during this formal part of the meeting. In order to expedite these matters, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. The secretary has the minutes The last meeting of shareholders of the corporation, I will dispense with the reading of the minutes of such meeting. So the first item of business is the presentation of the corporation's consolidated financial statements and the auditor's report therein, which have been made available prior to the meeting and are available on the corporation's website and on SEDAR. I will dispense with the We will now proceed with the election of the directors. The number of directors To be elected at the meeting is 9. I declare the meeting open for nominations. In the interest of expediency, I will make the nominations on behalf of the management of the corporation. I nominate those persons specified in the management information circular delivered with the notice of meeting, namely David Appel, Karen Bazian, Tara Deacon, Susan Donis, David Ingram, Donald Johnson, James Moore, Sean Morrison and Jason Mullins to serve as directors of the corporation to hold office until the next annual meeting As no further nominations were received, I now declare the nominations closed. I now have a motion that 9 persons nominated as directors of the corporation be so elected. I so move. May I have a motion seconded? I second the motion. I will now call for a vote on the motion. The online ballot will allow for voting for each individual director nominee. We will now proceed with the reappointment of the of the corporation. May I have a motion that Ernst and Young be reappointed as auditors of the corporation until the next annual meeting of shareholders or until a successor is appointed and that the Board of Directors are authorized to fix the auditors' remuneration. I so move. Thank you, Jason. May I have a second motion seconded? I second the motion. Thank you, Hal. I'll now call for a vote on the motion. The online ballot will allow for voting on this item. As described in the management information circular, it is proposed that the deferred share unit plan be amended so that the maximum number of common shares available for issuance shall not exceed such number, which represents 2.5% of the common shares issued and outstanding from time to time. May I have a motion that a resolution in the form of the resolution attached to Schedule A to the management information circular Approving the amendment to the corporation's deferred share unit plan be passed as a resolution of the corporation. I so move. Thank you, Jason. May I have a motion second it? I second the motion. Thank you, Hal. I will now call for a vote on the motion. As described in the management information circular, it is proposed that the executive share unit plan be amended and restated to allow for the issuance of deferred share units to employees, consultants and executive directors And that pursuant to the policies of the Toronto Stock Exchange, all unallocated entitlements under the executive J Unit plan be approved by shareholders, excluding holders entitled to receive a benefit under the plan and prior grants under the plan be ratified. May I have a motion that a resolution in the form of the resolution attached to Schedule B to the management information Approved for the amendment and restatement of the executive share unit plan, approving all unallocated entitlements thereunder and ratifying the prior grants thereunder be passed as a resolution of the corporation. I so move. Thank you, Jason. May I have the motion seconded? I second the motion. Thank you, Farhan. I will now call for a vote on the motion. The online ballot will allow for voting on this item. As described in the management information circular, it is proposed that pursuant to the policies of the Toronto Stock Exchange All unallocated intonings under the share option plan be approved by shareholders, excluding holders entitled to receive a benefit under the plan and prior grants under the plan be ratified. May I have a motion that a resolution in the form of the resolution attached as Schedule See to the management information circular approving all unallocated entitlements and ratifying the prior grants under the share option plan be passed as a resolution of the corporation. I so move. Thank you, Hal. And may I have the motion seconded? I second the motion. Thank you, Farahand. I will now call for a vote on the motion. The online ballot will allow for voting I now declare the polls closed and voting terminated for this meeting. I confirm the polls are now closed. Based on preliminary voting results, the 5 resolutions have passed. Accordingly, as a result, I hereby declare that the directors Elected, the auditors reappointed and the deferred share unit plan, the executive share unit plan and the share option plan approved. A report disclosing the voting results will be filed on SEDAR and disclosed in a press release in due course. This now concludes the formal business brought before the meeting. I wish to thank you all for attending, and I now declare this meeting to be terminated. The company's Q1 conference call is directly following this meeting and will provide management's presentation regarding results and their future outlook. We will now welcome additional questions at this time. There appears to be no questions at this time. So we will look forward To many of you joining us at the Q1 conference call, where there will be an opportunity to hear management expand on the Q1 results, to discuss future thoughts about the business and the recent acquisition of LendCare. And of course, you'll be welcome to ask many questions at that point in time. So for now, thank you once again for supporting our business, And we will welcome you at the conference call that follows from this point onwards. Thank you very much.