AGM 2021

Aug 4, 2021

Good morning, ladies and gentlemen. My name is Patrick Pechette, Chair of the Board of Directors of Lightspeed. On behalf of management, the Board of Directors and all our employees, I'd like to welcome you to the annual and special meeting of shareholders of Lightspeed. The company's meeting is being held virtually as you can see this year to respect social distancing practices. I'll begin by introducing the people here with me virtually. 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 Marie Jose Lamotte, Chair of our Compensation Nominating Governance Committee and a member of our Risk Committee Mr. Rob Williams, a member of our Audit Committee and our Compensation, Nominating and Governance Committee as well Mr. Dan Michak, our EVP, General Counsel and Corporate Secretary Ms. Asha Bakhshani, our EVP of Finance And a team of AST Trust Company, the company transfer agents and this meeting's scrutineer. Good morning, ladies and gentlemen. My name is Patrick Pichette, Chair of the Board of Directors of Lightspeed. On behalf of our management team, the Board of Directors and all of our employees at Lightspeed, I'd like to welcome you to the annual and special meeting of the shareholders of Lightspeed. The company's meeting is held virtually this year to respect social distancing practices. Let me begin by introducing the people with me virtually. We have the pleasure of having with us today Mr. Dax da Silva, our Founder, Chief Executive Officer and a member of our Board of Directors. Marie Jose Lamotte, the Chair of our Compensation, Nominating and Governance Committee and a member of our Risk Committee Mr. Rob Williams, a member of our Audit Committee and our Compensation, Nominating and Governance Committee. We have Dan Mikac, our EVP, General Counsel and Corporate Secretary Ms. Asha Paakhshani, our EVP of Finance And finally, a team from AST Trust Company, the company transferred agent and this meeting's scrutineer. Unfortunately, Jean Paul Chauvet and Paul McVitier as well as Mrs. Merlin Santill of our Board of Directors could not be with us today. Before I begin, I'd like to say a few words about the proceedings of this meeting, if you don't mind. Please note that only registered holders of subordinate voting shares of record as of June 7 this year or their duly appointed proxy holders are permitted to participate and vote in 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 the meeting in English or in French, of course. Shareholders who wish to communicate with members of the Lightspeed team here with me or with each other or who wish to present or ask a question in respect of emotion 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, if you don't mind. So first, entity you represent, if any, confirm that you're a registered shareholder or duly appointed proxy holder and then indicate to whom your question is addressed. Also, questions will generally appear shortly after they are submitted, but will only be addressed during the Any questions regarding procedural matters, please directly related or directly related to the motions will be addressed during the meeting where appropriate. Questions or comments shareholders will clearly not be published nor answered. You're forewarned. We may also not publish any questions which have already been answered or that are redundant or repetitive. For the purpose of the meeting today, voting on all matters will be conducted by a single electronic ballot as requested by certain shareholders of the company In advance and in accordance with the company's bylaws and the Canada Business Corporation Act, Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of such business items. I'd like to point out that the discussions 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 and can also be found in Lightspeed's public disclosures, our records available on SEDAR and EDGAR. So with that, we'll now proceed to the formal portion of today's meeting. So now, I call to order the annual and special meeting of the shareholders of Lightspeed. In accordance with Lightspeed bylaws, I will act as Chairman of the meeting and Mr. Michak 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 Sorry, I'm just drinking a bit here. The matters to be discussed on the agenda today are set out in the management information circular that is dated June 30, 2021. This year again, the company used The notice and access regime enabled by the Canadian Securities Law to make available its meetings material and sent a notice with all relevant information In that regard to our shareholders on or about July 6 this year. As mentioned in such notice, The circular and notice of the meeting are available to shareholders on AST Trust Company's online platform, on our website and under the company's profile on SEDAR and EDGAR. Accordingly, I will dispense with 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 this meeting. I have received the scrutineers report on attendance at the meeting and the scrutineers report indicates that at least 2 persons entitled to vote at the meeting and holding an aggregate at least 25% of the shares entitled to be voted at the meeting are in fact attending the meeting themselves or by proxy. And so consequently, the quorum requirements in the company's bylaws are met. A company of the scrutineers report on attendance will also be filed with the records of the meeting. Before we proceed to passing each of the resolutions, I'd like to briefly comment on the voting procedures, if I may. Each shareholders entitled to vote at today's meeting is entitled to 1 vote per subordinate voting shares held by them with respect to all matters to come before the meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders or 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'll receive a message on the Lumi virtual interface requesting you to register your vote. You'll only 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 the votes in respect to each business item. You should know that proxies lodged before this meeting allow management and the board of the company to cast a significant number of votes. And based on the number of shares represented at this meeting, the members of management and the Board Here with me today, we'll be able to determine the outcome of all motions that will come to the vote today. I may therefore declare the motions, which will go to a vote today carried even though all of the votes may not have been counted or a final report may not be yet available. I shall do this simply to keep the pace of the meeting. To further expedite the formal part of the meeting, on the formal agenda today in advance. And Mr. Dan Mikak, a shareholder of the company, has also agreed to second the motions on the formal agenda today in advance as well. As such, all motions of today's formal agenda have been duly moved and seconded in advance to ensure just efficient conduct of the meeting. I now declare that this meeting was properly called and duly constituted for the transactions of business. So let's go into the matters at hand. The first item of business is the presentation of the company's consolidated financial statement for the fiscal year ended March 31, 2021, as well as the auditors report thereon. These financial statements and the auditors report were included in the company's annual report and were made available to shareholders under our profiles on SEDAR and EDGAR on May 20, 2021. And on AST's online platform on or about July 5 this year. I would ask Again, the secretary to include in the minutes of this meeting the consolidated financial statements for the fiscal year ended March 31, 2021, 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. So let me now then move to the next item on today's agenda, the election of the directors of the company. The Board of Directors has determined that a number of directors to be elected at this meeting shall be 7. 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 had been duly elected or appointed. The management information circular contains information on each of the 7 nominees recommended for election as directors. All of the nominees are current 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 election has been duly nominated to act as a Director of the company until the next Annual Meeting of Shareholders. And they include Dax da Silva, Jean Paul Chauvet, Marie Jose Lamotte, Paul McPherter, Rob Williams, Marlene Senthil and myself, Patrick Pichette. The affirmative vote required for electing As directors, each of the proposed nominee is a simple majority of the votes cast at the meeting. Each of the persons nominated as 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 Canada 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 the election as a Director of Lightspeed pursuant to the bylaws 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 26 this year, being 40 days prior to this meeting. 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. We now go to the 3rd matter to be acted upon, which is the appointment of the auditors of the company for the ensuing year and authorized the authorizing the directors of the company to fix the remuneration of our auditors. The audit committee and the Board of Directors recommends to reappoint Our incumbent auditors PricewaterhouseCoopers LLP as the auditors of the company for the ensuring year. It has been duly moved that PricewaterhouseCoopers LLP be appointed auditors of the company until the next annual meeting of shareholders that the Board of Directors be authorized to fix their remuneration. As mentioned at the beginning of this meeting, again, voting today will be conducted by a single electronic So let me go to the last item of business before we turn on to voting. The last item in business Upon is the special resolution of shareholders of the company approving the amendment of the company's articles To change its corporate name from Lightspeed POS Inc. To Lightspeed Commerce Inc. The full text of the resolution to be adopted by shareholders of the company is set forth on Page 19 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 at least 2 thirds of the votes cast by the shareholders attending this meeting or represented by proxy. It has been duly moved that the special resolution approving the amendment of the company's articles to change its corporate name from Lightspeed POS Inc. The Lightspeed Commerce Inc. Be approved. All right, voting on the items of business. As I previously mentioned, we will vote today by a single electronic ballot. We will now proceed with voting on today's business items The election of our 7 directors to sit on the Board of Directors of the company, the appointment of our auditors of the company and the adoption of special resolutions approving the amendment of the company's articles to change its corporate name from Lightspeed POS to Lightspeed Commerce Inc. You will now be prompted to register your vote in respect to such decision items. Please register your votes by accessing the voting page when prompted and pressing the for or withhold button Next to the names 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 amendment Of the company's articles, the change its corporate name from Lightspeed POS Inc. To Lightspeed Commerce Inc. Once the electronic ballot closes, the voting page will disappear and your votes will automatically be submitted. We'll 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 holder approximately a minute to a minute and a half to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all matters of business. We will reconvene just in a few moments with the scrutineers report and voting results. Thank you all for waiting. I have received the scrutiny report and confirm the following. Each of the 7 nominees have been as directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed. 2nd, the appointment of PricewaterhouseCoopers LLP as auditors of the company has been approved and the Board of Director has been authorized to fix their remuneration. Finally, the special resolution of shareholders of the company approving the amendment of the company's articles to change its corporate name from Lightspeed POS to Lightspeed Commerce Inc. Has also been approved. The formal items of business as business to come before it, I will thereby declare the formal portion of the meeting to be concluded. With this, at this point, management will give a brief presentation and then we'd be happy to answer any questions Registered shareholders or duly appointed proxy holder may have. So with that, may I invite Dax, our Chief Executive Officer and Founder to give a presentation. Dax? Thank you, Patrick, and good morning to those in attendance today. It has been a transformation a year of transformation and growth here at Lightspeed. But as we like to say, this is just the beginning. Today, I'm happy to share how we plan to drive the future of commerce for independent businesses around the world. Our 5 year vision is exciting and ambitious. Tying it all together is our goal of igniting businesses everywhere. To do that, we plan to become the one stop commerce platform for merchants around the world to simplify, scale and create exceptional customers' experiences. Let's take you through how we plan to do that, a strategy that we call our Lightspeed 2026 vision. We'll start with a quick history of commerce and technology. In the 1990s, consumers were confined to shopping and dining in the physical world, Visiting the stores and restaurants that were literally in their communities. The 2000s brought us the digitization of payments and arrival of on premise point of sale systems, What we now call legacy systems. This technology went beyond being a simple cash register for the first time, giving businesses the to analyze our operations and start to make more strategic decisions. 10 years later, those systems moved on to the cloud and that's the moment in time that met us here at Lightspeed, The wave of technological change that drove the initial success we had as a company. But today, we live in a world that is omnichannel, where consumer expects a streamlined experience whether they are consuming online or in person. And these expectations have become entrenched due to the COVID-nineteen pandemic. So if we look inward right now, as a company, we are a platform that currently serves what we call the merchant, Businesses in the Retail, Hospitality and Golf Industries. The predominant value that the Lightspeed platform provides is a connection of the merchant and the consumer to 2 main channels, digital channels like e commerce and order anywhere and physical channels such as mobile points of sale. Our product offering is thus predominantly focused on merchant services, including inventory management and analytics and tools to help with accounting to provide customer experiences such as loyalty and subscription services. But what you've seen in the last few years is Lightspeed building the foundation for a stronger Supplier, consumer and financial services offering. So while our financial services offering is currently mainly payment processing, The great news is that the success of that product has validated that once a merchant has a relationship with us through the POS, they trust us to do even more for them. And that hints at our vision for Lightspeed's evolution. As you've noticed, when we recently announced the acquisitions of New Order and Ecwid, The first of which is closed and the second of which we expect to close before the end of September, we have been mindfully driving a transformation from being a POS platform To becoming a commerce platform where we extend where we expand beyond serving simply the merchant. In fact, We want to become the thread that unites the merchant, the supplier and the consumer and power network that will drive unmatched benefits to all of these all 3 of these stakeholders. At the core of this network will be the capacity to leverage data, which will power an unprecedented ability to deliver insights and forecasting to independent businesses and brands alike. And there's also tremendous opportunity for our financial services when we serve as the link between these stakeholders With many more touch points and additional offers we can leverage. The creation of this network presents Lightspeed the opportunity to serve merchants, suppliers and consumers in many more ways than we currently do. By becoming the technological thread that unites the consumer, merchants and supplier, Lightspeed will transform into a true one stop commerce platform with unique value propositions for each stakeholder. Let's take a moment to break down the value propositions for each group. For merchants, Lightspeed will be 1, the complete commerce platform that scales with your business 2, the direct integration with suppliers for on demand inventory 3, the connection with consumers wherever they are, whether they're online, on social media, in store or on third party marketplaces 4, The provider of the insights data analytics and recommendation engines to drive extra revenue growth and 5, and the provider of the financial services to accept payments, Advanced Capital and much more. For suppliers, Lightspeed will 1, democratize the supply chain with ordering and payment from the merchant's point of sale 2, provide sell through data to help brands understand what sells and where 3, provide data and insights on consumer goods and trends to tailor production of goods and 4, become a global distribution network for the world's leading brands. And lastly, for the consumer, Lightspeed will 1, a marketplace that helps consumers discover, access and buy from unique local merchants and restaurants 4, enable independent merchants to deliver the convenience and quality of service equivalent to big brands and e com marketplaces and 5, ultimately democratize commerce and enable individuals to more easily support small businesses. We believe that in driving this transformation that a merchant on Lightspeed will have a higher chance of success than on any other platform. Regardless if they are digital first or brick and mortar, a new or growing business, as long as merchants are in our key verticals, They're going to be best served by the Lightspeed Commerce platform. As the biggest distribution network with the widest reach with the suppliers' platform of choice to power their business, Everyone in the network gets value from Lightspeed, suppliers, merchants and consumers, which will accelerate our growth. We give independent businesses the technological advantage to compete against the giants. Bottom line, we will ignite businesses everywhere. Again, our vision is Exciting and ambitious. We're focused on uniting the best technology and talent across the globe under the Lightspeed banner to achieve it. Over the next 5 years, we will deliver on this exceptional mission, empower the global economy as the technology partner of choice for businesses everywhere. And with that, I will throw it back to Patrick, who will open up the line for questions. Thank you so much, Dax. And what an exciting agenda. So we will now answer any questions registered shareholders or duly appointed proxy holder may have. For each question we answer, we will summarize the question, Read out loud the name of the person who asked such a question and if applicable, the entity such person represents. We would like to remind you that questions which are already answered or that are redundant may not be published or nor answered. May I also ask that we limit your questions to topics of general interest for shareholders of Lightspeed and keep your questions short and to the point, if I may. We would like to limit questions to 1 per person. If a question has already been asked by someone else, I kindly ask that you refrain from repeating it. When asking your questions, please state your name, the entity where you're present, if any, and confirm that you're a registered shareholder or duly appointed proxy holder and indicate to whom your question is addressed. We'll now give attendees a brief moment Dan, do we have any questions on the board? Mr. Chair, we still have no questions. Thank you, Dan. There have been no questions, and I suggest we conclude the question and answer portion of this meeting. And with this, on behalf of management, our Board of Directors and our employees, I'd like to really take this opportunity to thank everyone for being with us here today. I'd also like to thank all of our shareholders for their support and commitment To the Lightspeed story. We really look forward to seeing the progress in the coming year and seeing you next year at this meeting again.