AGM 2020

Aug 6, 2020

Good morning, ladies and gentlemen. My name is Patrick Pichette, Chair of the Board of Directors of Lightspeed. On behalf of management, the Board of Directors and all of our employees at Lightspeed, I'd like to welcome you to the Annual Meeting of Shareholders of Lightspeed. The Company's meeting is being held virtually this year to respect our social distancing practices. I'll begin by introducing the people we have with me. We have the pleasure of having with us today Dax da Silva, our Founder, Chief Executive Officer and a member of our Board of Directors Jean Paul Chauvet, our President and a member of our Board of Directors as well Marie Jose Lamotte and Rob Williams, both members of our Board of Directors and both serve on our Compensation Nominating and Governance Committee Dan Micak, our General Counsel and Corporate Secretary and finally, a team from AST Trust Company, the Company's transfer agent and this meeting scrutineers. Unfortunately, Paul McVirtier, the Chair of our Audit Committee and member of our Compensation and Nominating Government Committee, could not be with us today. Before I begin, I'd like to say a few words about the proceedings of this meeting. Please note that only registered holders of subordinate voting shares and multiple voting shares of record as of June 8, 2020, ordinary duly appointed proxy holders are permitted to participate and vote at this meeting. Following the formal portion of the meeting, time permitting, the members of management here with me today will be available to answer your questions. Although the majority of this meeting will be held in English, please do feel free to address this meeting in English or in French. Shareholders who wish to communicate with members of the Lightspeed team here with me or with each other or wish to present or ask a question in respect to a motion may do so using instant messaging on the Lumi virtual interface. Please note that there will be a slight delay in the publication of the communications received. As this meeting is held virtually, we think it necessary to set out a few rules for the orderly conduct of the meeting. First, questions can be submitted by any registered shareholders or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. When asking a question, please indicate your name, which entity you represent, if any, confirm that you are a registered shareholder or a duly appointed proxy holder and indicate to whom your question is addressed. Questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting. Any questions regarding procedural matters or directly related to the motions will be addressed during the meetings where appropriate. Questions or comments containing inappropriate language, profanities, hostilities that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be published or answered. We may also not publish nor answer questions which were already answered or that are redundant. For the purposes of the meeting today, voting on all matters will be conducted in a single electronic ballot as requested by certain shareholders of the Company in advance in accordance to the company's bylaws and the Canada Business Corporation Act. The registered shareholders and duly appointed proxyholders will be asked to vote on each business item after the presentation of all such business items. When you're asked to vote, a voting icon will appear at the top of your screen. Click on it to access the voting panel. I would like to point out that the discussion during today's meeting may contain forward looking information about Lightspeed's outlook, objectives and our strategies to achieve them. These statements are based on assumptions and are subject to important risks and uncertainties. The company's actual results could differ materially from any expectations discussed. The details of our caution regarding forward looking information are behind me on a slide that you can see on the screen and also can be found on Lightspeed's public disclosure record available on SEDAR. With this, we can now proceed to the formal portion of today's meeting. I call to order the annual meeting of shareholders of Lightspeed. In accordance with Lightspeed's bylaws, I will act as Chairman of the meeting and Mr. Mikak will act as Secretary of the meeting. In addition, I appoint our registrar and transfer agent, AST Trust Company, to act as scrutineers of this meeting. The scrutineers will report on the number of subordinate voting shares and multiple voting shares represented in person and by proxy at this meeting, tabulate the votes and report on the voting results. The matters to be discussed on the agenda today are set out in the management information circular dated June 26, 2020. This year again, the Company used the notice and access regime enabled by the Canadian securities laws to make available its meeting material and sent a notice with all relevant information in that regard to all shareholders on or about July 7, 2020. As mentioned in such notice, the circular and the notice of the meeting are available to shareholders on AST Trust Company's online platform and our website and under the Company's profile on SEDAR. Accordingly, I will dispense with the reading of the notice of the meeting. Our transfer agent, AST Trust Company, has attested to the proper mailing of the applicable meeting materials. I direct that a copy of all meeting materials be kept by the Secretary with the records of the meeting. I have received the scrutineers report on attendance at the meeting. The scrutineers report indicate that at least 2 persons entitled to vote at the meeting and holding in aggregate at least 25 percent of the shares entitled to be voted at the meeting are attending the meeting themselves or by proxy. And consequently the quorum required in the Company's bylaws are met. A copy of the scrutineers report on attendance will also be filed with the records of the meeting. Before we proceed to the passing of resolutions, I'd like to briefly comment on the voting procedures. Each subordinate voting share confirms upon its holder the right to one vote on all matters to come before the meeting. Each multiple voting shares confirms upon its holder the right to 4 votes on all matters to come before the meeting. The holders of subordinate voting shares and multiple voting shares will vote together on all matters to come before the meeting. For the purposes of today's meeting, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you're asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. You'll have a certain amount of time to do so. After you have registered your votes for all business items of today's meeting, the transfer agent will compile these votes in respect of each business item. You should know that proxies launched before the meeting allow management of the Company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here today with me will be able to determine the outcome of all motions that will go to vote today. I may therefore declare the motions which will go to vote today today carried even though all the votes may not have been counted or a final report may not be yet available. I shall do this to keep the pace of the meeting. To further expedite the formal part of the meeting, Mr. Jean David Saint Martin, as a shareholder of the company, has agreed to move all motions on the formal agenda today in advance and Mr. Dan Mikhek, a shareholder of the company, has also agreed to second the motions on the formal agenda today in advance. As such, all motions on today's formal agenda have been duly moved and seconded in advance to ensure the efficient conduct of this meeting. I now declare that this meeting was properly called and duly constituted for the transaction of the business. So let's jump into it. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year end March 31, 2020, as well as the auditor's report thereon. These financial statements and auditors' report were included in the company's annual report and were made available to shareholders under our profile in SEDAR on May 21, 2020 and on AST's online platform on July 7, 2020. I would ask the Secretary to include in the minutes of this meeting the consolidated financial statements for the fiscal year end March 31, 2020, and the auditors report thereon. Please note that we will entertain any questions with respect to the financial statements in the general question period only. We'll now move to the next item on today's agenda. The second matter to be acted upon is the election of Lightspeed's Directors. The Board of Directors has determined that a number of Directors to be elected at this meeting shall be 6. The term of office of the directors to be elected at this meeting begins today and shall continue until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. The management information circular contains information on each of the 6 nominees recommended for election as Director. All of the nominees are currently members of our Board of Directors, registered shareholders and duly appointed proxy holders may vote for each proposed director nominee individually. Each of the following persons for our election has been duly nominated to act as Director of the Company until our next Annual Meeting of Shareholders. They are Dax da Silva Jean Paul Chauvet Marie Jose Lamotte Paul Nick Fertiers Rob Willian and myself, Patrick Bishop. The affirmative vote required for electing as Directors each of the proposed nominees is a simple cast at the meeting. Each of the persons nominated has confirmed that he or she is prepared to serve as a director if elected by the shareholders and each of the nominees qualifies under the provisions of the Canadian Business Corporation Act and the bylaws of the Company to serve as a Director. The Company has not received notice from any shareholders of other nominations of persons for election as a Director of Lightspeed pursuant to the bylaw of the Company relating to advanced nominations of directors. Notice of any such nomination was required to be delivered to the Company on or before June 29, 2019 being 40 days before this meeting sorry, I meant June 29, 2020. As such, I hereby declare the nominations closed. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot and will therefore continue to the next item of business and you'll be prompted to vote on the election of each director after all items of business on today's agenda have been presented. The 3rd matter to be acted upon is the appointment of the auditors of the company for the ensuing year and authorizing the directors of the company to fix the remuneration of its auditors. The Audit Committee and the Board of Directors recommend to reappoint of our incumbent auditors, PricewaterhouseCoopers LLP, as auditors of the Company for the insuring year. It has been duly moved that PricewaterhouseCoopers LLP be appointed the auditors of the company until the next annual meeting of shareholders and that the Board of Directors will be authorized to fix their remuneration. As I mentioned at the beginning of the meeting, voting today will be conducted by a single electronic ballot and therefore allow me to go to the next and last item of business and then you will be prompted to vote on the election of each director and the appointment of the auditors shortly thereafter. So the 4th and the last matter to be acted upon is the ordinary resolution of shareholders of the Company approving the conversion of the Company's omnibus incentive plan from a fixed to a rolling plan. As a result, the maximum number of subordinated To all attending this meeting, I just want to give you my apologies. It seems that we had a technical issue and it seems that I've dropped off. In this digital age, it is still surprising that sometimes bit rates are not exactly what you hope they are. So let me just jump back right in. I was covering the 4th and last item to be acted upon, which is the ordinary resolution of shareholders of the company approving the conversion of the company's Omnibus incentive plan from a fixed plan to a rolling plan. As a result, the maximum number of subordinate voting shares of the company, which may be reserved and set aside for the issuance under the company's omnibus incentive plan and the company's legacy option plans will be changed from a fixed number of shares to a maximum aggregate number of shares equal to 15% of all multiple voting shares and subordinate voting shares issued and outstanding from time to time on a non diluted basis as more fully described on Pages 1415 of the Company's Management Information Circular dated June 26, 2020. The full text of the resolution to be adopted by the shareholders of the company set forth in Schedule B of the Management Information Circular. As set out in the Management Information Circular, in order for the resolution to be passed, it must be approved by a majority of the votes cast by the shareholders attending the meeting or represented proxy holders. It's been duly moved that the ordinary resolution approving the conversion of the company's omnibus incentive plan from a fixed to a rolling plan be approved. All right. So voting on the items of business. As we previously mentioned, voting today will be conducted by a single electronic ballot. We will now proceed with voting on today's business items, being the election of 6 directors to sit on the Board of Directors of the company, the appointment of the auditors of the company and the adoption of an ordinary resolution approving the conversion of the company's omnibus incentive plan from fixed plan to rolling plan. You'll now be prompted to register your vote in respect to such decision items. So please register your votes by accessing the voting page when prompted and pressing the for or withhold button next to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors and pressing on the for or against button next to the resolution in respect to the conversion of the Company's amended and restated omnibus incentive plan from a fixed to a rolling plan. Once the electronic validating closes, the voting pages will disappear and all your votes will automatically be submitted. We will wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately a minute to complete the electronic ballot. Once voting is completed, I would ask that the scrutineers compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineers report and the voting results. You will hear a bit of music in the meantime. See you in about a minute. Good morning, everyone. We are most of the votes are in. We have a few people that are a bit laggards. They're just completing their votes now. We just want to give them another 30 seconds to scroll through their menu to make sure that they cover every item that they wish. And if you can just take the next 30 seconds to actually complete your votes, and then you'll hear another 30 seconds of music and then we'll come back to close the procedural matters. Thank you. Welcome back. Thank you everybody for your patience. We just wanted to make sure every available and eligible registered could vote. So that's now completed. I have received the scrutineers report and I can confirm the following. Each of the 6 nominees have been elected as directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed. The appointment of PWC LLP as the auditors of the Company has been approved and the Board of Directors has been authorized to fix their remuneration. And finally, the ordinary resolution of shareholders of the Company approving the conversion of the Company's omnibus incentive plan from a fixed plan to a rolling plan has also been approved. The formal items of the business as set in the notice of the meeting have now been dealt with. With the consent of the meeting and as there is no further business to come before us, I will hereby decline a formal portion of the meeting to be concluded. And at this point, I would love to have management give a brief presentation and then we will be happy to answer any questions registered shareholders or duly proxy holders may have. With this, allow me to invite Dax da Silva, our Chief Executive Officer, to give us a quick presentation. Dax? Hi, Steve Patrick. Good morning, everyone, and thank you for joining us for Lightspeed's 2nd Annual General Meeting since becoming a publicly traded company. It goes without saying that the global pandemic that has seized the world has prompted unforeseen challenges for the small and medium sized businesses we built Lightspeed to serve. Those SMBs led by resourceful and innovative entrepreneurs, business leaders in the retail and hospitality sectors have been forced to close their doors, reinvent their businesses and go to great lengths to keep their customers and communities safe. They have not only risen to that challenge, but have spurred an unprecedented digital transformation, proving why this nimble segment is the backbone of thriving economies all over the world. Retailers have doubled down on a shift to omnichannel that was already underway before COVID-nineteen. Plans to overhaul operations in the next few years were accelerated and businesses were brought online overnight. They will continue to transform the customer experience in ways considered futuristic only a few months ago. The hospitality sector is in a similar state of transformation. Restaurants have shifted their business models to meet the demands of consumers, who say their plan to spend more on food delivery and groceries online, fundamentally altering the plans of restaurants from quick serve to fine dining. As new challenges and consumer behaviors emerge, so does the opportunity for SMBs to build truly end to end multichannel shopping and dining experiences with Lightspeed. It is a moment to be seized on, facilitated only by the right technology. What has become exceptionally clear is that the legacy systems Lightspeed's cloud based platforms have replaced are simply inadequate to meet the needs of the economy of the future. Every business has become a technology business. Consumers have new needs, deeper values and higher expectations. Only with a platform such as Lightspeed can retail and hospitality leaders meet the needs of consumers today and tomorrow. COVID-nineteen not only accelerated a revolution in the sectors we serve, but fundamentally changed the way we work as a company. I remain inspired and proud every single day of the work ethic, generosity and flexibility Lightspeeders have demonstrated. They have supported merchants at an unprecedented moment in their personal lives. As government restrictions ease throughout the world, we will continue to work remotely, ensuring we play our part to limit the spread of the COVID-nineteen virus as SMBs navigate their own reopenings and possible second waves of illness. It remains a challenging time for these businesses and as always the health of our employees and success of our merchants remain our top priorities. Our commitment to these two tenants not only guided our response to the outbreak months ago, but is truly the reason we come to the virtual office every single day. We believe that through the economic empowerment of our merchants, our cities and communities are healthier, happier and more prosperous. As the retail and hospitality industries were forced to rapidly pivot their business models at the onset of the pandemic. They were supported by a resurgence of support from neighbors with a renewed appreciation of the privilege of shopping locally. This inspired us to roll out our own Lightspeed Local campaign to enable our employees to support the small businesses they love. The program reimbursed Lightspeeders in all 14 global offices up to $500 in local currency on purchases made from any Lightspeed retail or restaurant customers, whether through e commerce shopping, meal takeout or delivery. We've been told that the initiative save businesses, particularly here in Montreal, with some reporting to have been overwhelmed with support from Lightspeeders. It was the highlight of my year at a notably difficult time. We tangibly walked the talk with an exceptional demonstration of our company's commitment to empowering businesses and communities. It is a commitment we at Lightspeed believe should extend equally to all communities and all business leaders regardless of gender, sex, race, class, religion, ethnicity, ability, language, sexual orientation or gender identity. As a company founded 15 years ago by a team identifying entirely as LGBTQIA plus this commitment to diversity and inclusion is built into Lightspeed's DNA. We've always known we had a special welcoming company culture. But this year, we completed our 1st global diversity and inclusion survey and learned that nearly 19% or nearly 1 in 5 light speeders identify as LGBTQA plus 9 out of 10 light speeders report that they felt comfortable talking about their culture and background with their colleagues, while 83% of light speeders feel they can be their authentic selves in the workplace. We know that the diversity of our Lightspeed family allows us to better serve our incredibly diverse global merchant base. We plan on honoring that commitment by extending financial grants to entrepreneurs in the LGBTQIA plus community to start or grow their businesses in celebration of Pride 2020. We are equally committed to advocating for and amplifying BIPOC, which is black, indigenous and people of color, business owners, professionals, our own BIPOC employees and the communities we touch through empowering local businesses. We have dedicated CAD100000 to organizations that provide education, representation and resources to black youth and professionals in the tech industry and will actively seek out additional long term methods to increase our own diversity through the creation of a diversity and inclusion committee. As we look to the future, we know we are only beginning to understand the radical societal and economic transformations caused by the outbreak of COVID-nineteen. What we do know is that as the retail and hospitality industries reinvent themselves, teams they need to excel. With that in mind, our priorities are clear. Through strategic acquisitions in Switzerland, Australia and Germany, we have rallied the best and brightest hospitality talent in the world behind the Lightspeed platform. We will emerge as the world leading hospitality platform for the event on tour or hotelier in the world who is ambitiously tackling the future economy. We will extend the capacity for businesses to accept payments simply and safely into new regions, including Europe, a crucial necessity for SMBs as the economy increasingly digitizes. And lastly, we look forward to introducing the Lightspeed offering into new key strategic markets. While 2020 has been a difficult and truly unprecedented year, we are only more confident in our capacity to help small businesses around the world grow their businesses. There has never been a more important time for Lightspeed to live up to that mission. Thank you. And thank you, Dax. We will now answer any questions registered shareholders or duly appointed proxy holders may have. For each question we answer, we'll summarize the question and read out loud the name of the person who asked such question and if applicable, the entity such person represents. We'd like to remind you that questions that were already answered or that are redundant may not be published or answered. Please limit your questions to topics of general interest to shareholders of Lightspeed and keep your questions short and to the point. We'd like to limit questions to 1 per person, if we may. If your question has already been asked by someone else, I would ask that you kindly refrain from repeating it. When asking your questions, please state your name, the entity you represent, if any, confirm that you're a registered shareholder or duly appointed proxy holder and indicate to who your question is addressed. I'd like to now give attendees a brief moment to type in their questions. Dan, I'm just curious, do we have any questions on the board as we speak? I have no questions on the board, Patrick. I'd like just to wait another 15 seconds to make sure everybody has One last time, Dan, any questions on the board? Still no question. There have been no questions. We're now concluding the question and answer portion of this meeting, which was quite short. So on behalf of the management, our Board of Directors and all of our employees at Lightspeed, I'd like to take this opportunity to thank everyone for being here today. I'd also like to thank you all of our shareholders for their commitments and continued support for Lightspeed. And we look forward to your next year's meeting. And with this, we'll close the meeting. Thank you.