Welcome to the Annual General and Special Meeting of Shareholders of goeasy Ltd. Please note, the meeting is being recorded. I would like to introduce Mr. David Ingram, Executive Chairman of the Board. Mr. Ingram, the floor is yours.
Good morning, everyone, thank you for joining us for the Annual General and Special Meeting of Shareholders of goeasy. I would like to call the meeting to order. My name is David Ingram. I am the Executive Chairman of the Board, and I will also be acting as Chair of today's meeting. Now, we have four formal matters of business to conduct at today's meeting, namely the presentation of financial statements, the election of directors, the appointment of the corporation's auditors for the coming year, and finally, the confirmation of the corporate's advance notice bylaw. Given that this is a virtual meeting, the voting at today's meeting will be conducted by online ballots for all matters.
If, as a registered shareholder or a duly appointed proxyholder, 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 by online ballot during today's 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 today during the meeting. The poll will be open for 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.
Registered shareholders and duly appointed proxyholders who have signed in using their control number and have specific questions relating to a formal item of business may submit their questions now by clicking the Ask a Question button. Please clearly identify the applicable item of formal business and include your name and contact information with your submission. Kindly note that the questions that do not relate to the formal items of business of the meeting will not be addressed during the meeting. Therefore, any such questions should be directed to investor relations at investorrelations@goeasy.com. Once discussion on all items of business has concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. A report disclosing the voting results of today's meeting will be filed on SEDAR+ and disclosed in a press release in due course following the meeting.
I now declare the polls open on all resolutions. I will begin by asking Sabrina Anzini, Executive Vice President and Chief Legal Officer of goeasy, to act as Secretary of the Meeting. With the consent of this meeting, I appoint Christopher De Lima of TSX Trust Company to act as scrutineer for the meeting. The Secretary has advised me that the notice of meeting, together with a formal proxy, the management information circular, and the financial statements of goeasy for the financial year ended December 31st, 2025, and auditor's report thereon, have been sent to shareholders of record as of March 25th, 2026. Additional copies of these materials are available on the corporation's website and on SEDAR. Accordingly, I will dispense with the reading of the notice of the meeting.
Pursuant to goeasy's bylaws, business may only be transacted at this meeting if two persons, each being a shareholder entitled to vote thereat, or a duly appointed proxyholder or representative for a shareholder so entitled, irrespective of the number of shares held by such persons, are present or represented by proxy. The scrutineer has provided me with a preliminary report regarding shareholder attendance at this meeting. The scrutineer reports that there are present at this meeting, or represented by proxy, 180 shareholders holding 6,805,246 common shares, representing an aggregate of approximately 42.4% of the shares issued and outstanding. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is duly called and properly constituted for the transaction of business.
I direct that the confirmation of mailing of the notice of the meeting received from the TSX Trust Company and the scrutineer's complete reports on attendance be annexed to the meeting minutes. The last general meeting of goeasy was held on May 8th, 2025. The Secretary has the minutes of the last meeting of shareholders of the corporation, which can be made available upon request. I will dispense with the reading of the minutes of such meeting. We will now proceed with the first item of business, namely the presentation of the corporation's consolidated financial statement for the year ended December 31st, 2025, and the auditor's report thereon. These have been made available to shareholders prior to the meeting and are available on the corporation's website and on SEDAR. We will dispense with the reading of the auditor's report to the meeting. We will now proceed with the election of directors.
The management information circular contains a list of biographical profile of the 10 nominees recommended for election to serve as directors of the corporation to hold office until the next annual general meeting or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. These nominees are as follows: Donald K. Johnson, Karen Basian, Sean Morrison, The Honorable James Moore, Tara Deakin, Jonathan Tétrault, Radhika Kakkar, Patrick Ens, Jacqueline Moss, and myself, David Ingram. Pursuant to a resolution adopted by the board of directors, the number of directors has been set at 10, and 10 eligible candidates have been nominated. Furthermore, pursuant to the advance notice bylaw approved by the board of directors of March 31st, 2026, advance notice is required to be given to the corporation regarding any proposed director nominees not included in the management information circular.
No such notice was received by the corporation therefore no additional nominees will be considered at this meeting. May I have a motion that the 10 persons nominated as directors of the corporation be so elected?
I so move.
Thanks, Patrick. May I have a motion seconded?
I second the motion.
Thank you, Felix. 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 appointment of Ernst & Young LLP as auditors of the corporation. May I have a motion that Ernst & Young LLP be appointed as auditors of the corporation until the next annual general meeting of shareholders, or until a successor is appointed, and that the board of directors are authorized to fix the auditor's remuneration?
I so move.
Thank you, Felix. May I have the motion seconded?
I second the motion.
Thank you, Patrick. I will now call for a vote on the motion. The last item of business is to confirm the adoption of the bylaw providing advance notice requirements for the nomination of directors as further described in Schedule B of the management information circular, and as adopted by the board of directors on March 31st, 2026. May I have a motion that a resolution in the form of the resolution attached as Schedule A to the management information circular confirming the adoption of the advance notice bylaw be passed as a resolution of the corporation?
I so move.
Thank you, Farhan. May I have the motion seconded?
I second the motion.
Thank you, Jason. I will now call for a vote on the motion.
It is now 10 minutes after 10:00, and the polls for all items of business at this meeting will close in 15 seconds. Those of you who have not yet voted and wish to do so, please do so now. I now declare the polls closed and the voting terminated for this meeting. I am pleased to confirm that the scrutineers have reported to me that all matters put to a ballot have been passed with the shareholder approval. 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. Thank you all for attending, and I now declare this meeting to be terminated.
Thank you everyone for joining. You may now disconnect.