Kinaxis Inc. (TSX:KXS)
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140.33
+0.96 (0.69%)
Apr 27, 2026, 4:00 PM EST
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AGM 2020

Jun 16, 2020

Speaker 1

Good morning, ladies and gentlemen. Welcome to all shareholders. My name is Ian Giffon, and I am the chair of Kinaxis. I will act as chair of this meeting, and it's my pleasure to welcome you this morning. We want to thank you for your patience as we navigate through this unprecedented situation, and we hope that you agree that we did the right thing by moving to a virtual meeting.

Instructions on how to ask questions will appear on your screens as with as with any new technology unexpected glitches may occur, but our service providers for this platform that we may are very experienced at running this type of meeting and will provide us with all the necessary assistance. Shareholders will have the right to ask questions on the items of business. To do so, please click on the chat box icon at the top of your screen to type your question. And click submit. It is best to submit questions before the start of the meeting, but you can submit questions at any time.

The moderator will collect the questions and vet them to make sure they are appropriate. This is normal meeting protocol. Moderate will aggregate questions that are similar so your questions may be paraphrased when it's submitted to the meeting. These questions will be presented to me and will be read aloud for the benefit of all participants before responding. Once we've completed the formal business of the meeting, there will also be an opportunity for shareholders to ask questions of management.

I now call this meeting to order. I'm very pleased to present the following company executives who have joined us today. John Secard, CEO Richard Muckman, CFO, Jamie Hollingworth, chief legal officer, and corporate secretary. 2019 was a year of continued success for Kinaxis fueled by a record number of new customer additions together with a continuing trend of strong renewals and expansions. On behalf of your board, I'd also like to take this opportunity to thank the Kinaxis Management team and all of our employees around the world for their unrelenting efforts in achieving this success.

At this time, I'd like to commence the formal part of the meeting. I appoint Jamie Hollingworth, our chief legal officer to act as secretary at this meeting. I appoint AST trust company Canada or transfer agent through its representatives, Alan Kim and Megan Roche to act as scrutineers. At this year's meeting, we will address the following matters which are generally dealt with the annual meetings. The presentation of financial statements the election of directors, and the appointment of auditors.

This year, we're also holding our first CMP vote for shareholders to demonstrate our commitment strong corporate governance and open communication with our shareholders. Most of you are probably familiar with these meetings and know that a majority of shares represented at meeting are represented by proxies given to management. As of the record date, approximately 26,512,000 common shares of the company were outstanding. I'm advised by the scrutiny of that prior to the meeting proxies have been received, representing greater than 99% of the votes cast, In favor of the election of individual director nominees proposed by management and the appointment of KPMG as auditors for the new suit and year. And greater than 91% of the votes cast and support of our approach to executive compensation.

We thank you for your confidence. The scrutier has provided to me the preliminary report on attendance. I declared that a cordless present and the meeting is properly constituted for the transaction of business. I will now take a few moments to address voting procedures. Only registered shareholders Register holders of record as at May 4th, 2020, which is the record date for the meeting, are their proxy holders or the corporate representatives are entitled to speak or upon matters of the meeting.

Each shareholder participating in the meeting is entitled to one vote for each share held. Each proxy holder is entitled to 1 vote for each share represented by any proxy that was deposited before the proxy deadline. A shareholder that is that is voted by proxy should not vote at the meeting unless they want to change the proxy vote. The shareholder has submitted voting instructions via a form of proxy. Such instructions will be invoked that shareholder logs into the meeting and votes its shares.

A person must vote shares that he or she represents by proxy and accordance with the instructions given in the proxy. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote in the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. 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 casting your vote.

Voting is now open on all resolutions. We will announce the voting results after all the resolutions have been considered. As previously noted, shareholders may make comments or ask questions appropriate to each resolution, but in general matters, comments will be addressed during the question and answer period. On May 22nd 25th, 2020, the notice is calling the meeting together with a former proxy and the management information circular were sent to all the shareholders of Kinaxis entitled to board at the meeting. The secretary is providing me with proof of service of the meeting of the notice of meeting.

I will dispense with the reading of the notice of meeting. I now present to the meeting the audited con consolidated financial statements of Kinaxis with fiscal year ended December 31, 2019. A copy of which has been sent within meeting materials to those shareholders that requested them. There will not be a formal vote on the financial statement. However, if any shareholder has any questions or comments regarding the financials, we will be pleased to address them during the question and as for period following the meeting.

The next item of business is the election of 8 directors. The nominees for election as directors were identified in the management information circular mail to shareholders. I will now entertain a motion nominating those persons identified by management as directors of the company to hold office into close of the next time your medium shareholders, our total successor is elected or appointed.

Speaker 2

I nominate the following persons as directors of the company. John Ian Giffen, Robert Corto, Jillian Jill Denham, Angel Mendes, Pamela Passman, Elizabeth Betsy Rafael, Kelly Thomas, John Secard.

Speaker 1

Thank you. May I have a second, sir?

Speaker 3

I second the motion.

Speaker 1

Thank you. Are there any further nominations? As there have been no further nominations, would someone please move the adoption of a resolution of confirming the election of the nominees as directors of the company? They'll hold office until the close of the next time a meeting of shareholders or until their successor is elected or appointed. So moved.

Thank you. May I have a second, sir?

Speaker 3

I second the motion.

Speaker 1

Thank you. Are there any questions regarding the election of directors before moving to a vote?

Speaker 4

There are no questions at this time.

Speaker 1

Thank you. And I have a call for a vote on the motion with all shareholders and proxy holders. Please enter your votes in Lumi. Thank you. While the votes are being calculated, I'll proceed with the remaining items on the agenda.

The next item of business is the appointment of auditors. I now declare the meeting open for the appointment of auditors. Would someone please move the adoption of a resolution approving KPMG LLP as auditors of the company until the next annual meeting of shareholders or until their successors are appointed. So moved? Thank you.

May I have a seconder?

Speaker 3

I second the motion.

Speaker 1

Thank you. Are there any questions regarding the appointment before moving to a vote?

Speaker 4

There are no questions at this time.

Speaker 1

Thank you. And I will call for a vote on the motion with all shareholders and proxy holders please enter your votes in Lumi. And while the votes are being calculated, I will proceed with the remaining items on the agenda. The next item of business is advisory C on Payboat. Would someone please move the adoption of a resolution on an advisory basis?

Accepting the company's approach to executive compensation.

Speaker 2

So moved.

Speaker 1

Thank you. And may I have a seconder?

Speaker 3

I second the motion.

Speaker 1

Thank you. Are there any questions regarding the company's approach to executive compensation?

Speaker 4

There are no questions at this time.

Speaker 1

Thank you. I will now call for a mo a vote on the motion with all shareholders and proxy hold please enter your votes in Lumi. Warning will be closed in a few moments. Please ensure that you've entered your votes in Lumi. Bolding is now closed.

Based on the preliminary report of the scrutineers, proxies were received from a sufficient number of shares relative to the votes cast at the meeting in such that I declare all of the resolutions have been carried. The final report and attendance and voting results will be provided after the conclusion of the meeting. I request that the final report of the script leaders be attached to the minutes of this meeting. Is there any further business for this meeting? If there is no further business, would someone please move the being contaminated?

So moved? May I have a seconder?

Speaker 3

I second the motion.

Speaker 1

Thank you. I declare that the the formal partner meeting is now terminated. We'll now proceed with a question and answer session. Are there any questions for management at this time?

Speaker 4

There are, no questions at this time, Mister Chair.

Speaker 1

As there are no for the questions. I'd like to thank all shareholders for calling, calling in today to this platform. We will now wrap up this question and answer session, and we we thank you for joining us today and look forward to seeing you in person next year 2021. Thank you.

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