Lightspeed Commerce Inc. (TSX:LSPD)
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Apr 30, 2026, 4:00 PM EST
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AGM 2025

Jul 31, 2025

Manon Brouillette
Executive Chair of the Board of Directors, Lightspeed

Hello, ladies and gentlemen. My name is Manon Brouillette, Executive Chair of the Board of Directors of Lightspeed. On behalf of management, employees, and the Board of Directors, I would like to welcome you to Lightspeed annual shareholders' meeting.

Good morning, everyone. My name is Manon Brouillette, Executive Chair of the Lightspeed Board of Directors. I'd like to welcome you to Lightspeed's annual shareholders' meeting on behalf of management, our employees, and our Board of Directors, namely Ms. Dale Murray, our Lead Independent Director, Chair of our Compensation Nominating and Governance Committee, and a member of our Audit Committee; Mr. Dax Dasilva, Founder and CEO; Mr. Patrick Pichette, a member of our Compensation Nominating and Governance Committee; Ms. Nathalie Gaveau, a member of our Compensation Nominating and Governance Committee and our Risk Committee; Mr. Rob Williams, the Chair of our Risk Committee and a member of our Audit Committee; Mr. Glen LeBlanc, a member of our Audit Committee and our Risk Committee. We are holding this meeting virtually to reduce the company's environmental footprint and to give shareholders an equal opportunity to attend and participate.

I'll begin by introducing the people with me. We have the pleasure of having with us today Mr. Dax Dasilva, our Chief Executive Officer; Ms. Asha Bakshani, our Chief Financial Officer; Mr. Daniel Micak, our Chief Legal Officer and Corporate Secretary; and a team from TSX Trust Company, the company's transfer agent and the meeting's scrutineers. Before we begin, I'd like to say a few words about today's proceedings. Firstly, only registered holders of shares of record as of June 2nd, 2025, or their duly appointed proxy holders, are permitted to participate and vote at this meeting. Following the formal portion of the meeting, and permitting, the members of management will be available to answer your questions. Although the majority of this meeting will be held in English, please feel free to address the meeting attendees in English or in French.

A live translation is also available for the participants of this virtual meeting. [Foreign language] ... Although the majority of this meeting will be held in English, we invite you to address meeting participants in English or in French. Simultaneous translation is also available for virtual meeting participants. Shareholders who wish to communicate with members of the Lightspeed team here with me, or who wish to present or ask a written or verbal question in respect to a motion, may do so using the dialogue box on the Lumi virtual interface. As this meeting is held virtually, we will set out a few rules for the orderly conduct of the meeting. Questions can be submitted by any registered shareholder or duly appointed proxy holder using the in-step messaging service of the Lumi virtual interface.

Verbal questions can be asked via phone by any registered shareholder or duly appointed proxy holder by sending their phone number and question subject in the messaging tab in order for a Lumi representative to dial them in. 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, indicate to whom your question is addressed, and cover only one topic per question. Except for questions regarding procedural matters or questions directly related to a motion at hand, questions will only be addressed during the question period at the end of the meeting.

We will not address questions that are irrelevant to Lightspeed operations or to the business of the meeting, are related to non-public information, or repetitive of questions submitted by other persons, include offensive references related to proposals that were not previously submitted properly in accordance with Lightspeed 's bylaw or the Canada Business Corporations Act, or are out of order and not otherwise appropriate. For the purposes 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, in accordance with the company's bylaws and the Canada Business Corporations Act. 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 are asked to vote, a voting tab will appear at the top of your screen.

Click on it to access the voting panel. Discussion during today's meeting may contain forward-looking information about Lightspeed 's outlook, objectives, and strategy 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. A disclaimer regarding forward-looking information is on the current slide and can also be found in Lightspeed 's public disclosure record available on our website, SEDAR+ and EDGAR. We will now proceed with the formal portion of today's meeting. I call to order the annual meeting of the shareholders of Lightspeed . In accordance with Lightspeed's bylaw, I will act as Chair of the meeting and Mr. Micak will act as Secretary of the meeting. In addition, I appoint our registered and transfer agent, TSX Trust Company, to act as scrutineers for this meeting.

The scrutineers will report on the number of shares represented virtually and by proxy, count the votes, and report the voting results. The matters to be discussed today are set out in Lightspeed's management information circular dated June 27, 2025. This year again, the company used the notice and access procedures under Canadian Corporate and Securities Law to make available its meeting materials to shareholders and sent a notice with all relevant information in that regard. Since the meeting materials are available on TSX Trust Company's online platform, on our website, and under our profile on SEDAR+ and EDGAR, I will not read the notice of meeting. Our transfer agent attested that the proper mailing of the applicable meeting materials. I direct a copy of all meeting materials to be kept by the Secretary with the records of the meeting. I have received the scrutineer's report on attendance.

It indicates that at least two persons entitled to vote and holding in aggregate at least 25% of their shares are attending the meeting themselves or by proxy. Consequently, the quorum requirements in the company's bylaws are met. A copy of the scrutineer's report will be filed with the records of the meeting. Before we proceed with the resolutions, I will explain the voting procedures. Each shareholder entitled to vote is entitled to one vote per share with respect to all matters to come before the meeting. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item through a single electronic ballot after all business items have been presented. When you are asked to vote, you will be prompted to vote on the Lumi virtual platform. You will only have a certain amount of time to do so.

After you have registered your votes for all business items, the transfer agent will compile the results. Proxies received before this 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 with me will be able to determine the outcome of all motions that will go to a vote today. As such, in order to keep the pace, I may declare motions carried even though all the votes may not yet have been counted or a final report may not yet be available. To further expedite the meeting, Mr. Dax Dasilva, as a shareholder of the company, has agreed to move all motions on the formal agenda in advance, and Mr. Daniel Micak, a shareholder of the company, has agreed to second those motions in advance.

As such, all motions have been duly moved and seconded in advance to ensure an efficient meeting. I now declare that this meeting was properly called for the transaction of business. The first item of business is the presentation of the company's audited consolidated financial statements for the fiscal year ended March 31st, 2025, as well as the auditor's report thereof. These financial statements and the auditor's report were included in the company's annual report and were made available to shareholders under our profile on SEDAR+ and EDGAR on May 22nd, 2025, and on TSX Trust Company's online platform on June 27, 2025. I would ask the Secretary to include in the minutes the audited consolidated financial statements for the fiscal year ended March 31st, 2025, and the auditor's report thereof.

Please note that we will entertain any questions with respect to the financial statements in the general question period only. We now move to the next item on today's agenda. The second item of business is the election of Lightspeed's directors. The Board of Directors has determined that the number of directors to be elected at this meeting shall be seven. The term of office of the directors to be elected begins today and shall continue until the next annual meeting of shareholders or until such time as successors have been duly elected or appointed. The management information circular contains information on all seven nominees recommended for election as directors. 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 nominees for election has been duly nominated to act as director of the company: Dale Murray, Dax Dasilva, Patrick Pichette, Nathalie Gaveau, Rob Williams, Glen LeBlanc, and myself, Manon Brouillette. The affirmative vote required for electing each of the proposed nominees as directors is a simple majority of the votes 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 Canada Business Corporations Act and the bylaws of the company to serve as a director. The company has not received notice from any shareholder or other nominations of persons for election as a director of Lightspeed Commerce pursuant to the bylaw of the company relating to advance notifications of directors.

Notice of any such nominations was required to be delivered to the company on or before the close of business on June 23rd, 2025. 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 will therefore continue with the next item of business. The third item of business is the appointment of the auditors of the company for the coming year and the authorization of the directors of the company to fix the remuneration of the auditors. The Audit Committee and the Board of Directors recommend the reappointment of our incumbent auditors, PricewaterhouseCoopers LLP, as the auditors of the company for the coming year.

It has been duly moved that PricewaterhouseCoopers LLP be appointed auditors of the company until the next annual meeting of shareholders and that the Board of Directors be authorized to seek their compensation. The fourth and last item of business is the non-binding advisory resolution on the company's approach to executive compensation. The company is committed to ensuring that shareholders fully understand the objectives, philosophy, and principles that the Board has applied in its approach to executive compensation decisions and to provide clear and comprehensive executive compensation disclosures to shareholders. The full text of the resolution to be adopted by the shareholders of the company is set forth on page 21st 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 a majority of the votes cast by the shareholders attending this meeting or represented by proxy. Since this is an advisory vote, the result will not be binding. However, the Board and the Compensation Nominating Governance Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. It has been duly moved that the advisory non-binding resolution on the company's approach to executive compensation be approved. We will now proceed with voting on today's business items, being the election of seven directors to sit on the Board of Directors, the appointment of the auditors, and the non-binding advisory resolution on the company's approach to executive compensation. You will now be prompted to register your vote in respect of such business items.

Please register your votes by accessing the voting page when prompted and pressing on the for or against buttons next to the name of each proposed director, pressing on the for or withhold buttons next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors, and pressing on for or against buttons next to the resolution in respect to the non-binding advisory resolution on the company's approach to executive compensation. Please be advised there is no submit button as votes are received as soon as the button next to the decision item is selected. Once the electronic balloting closes, the voting page will disappear. We will wait a few moments for the completion of the electronic ballots and then move on with the rest of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately two minutes to complete the electronic ballots.

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 scrutineers' reports and the voting results. Thank you for waiting. I've received the scrutineer's report and confirm the following. Each of the seven nominees has 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 PricewaterhouseCoopers LLP as the auditors of the company has been approved, and the Board of Directors has been authorized to fix their compensation. The non-binding advisory resolution on the company's approach to executive compensation has been approved. The formal items of business, as set out in the notice of meetings, have now been dealt with.

With the consent of the meeting, as there is no further business to come before it, I will hereby declare the formal portion of the meeting to be concluded. At this point, management will give a brief presentation and then answer any questions registered shareholders or duly appointed proxy holders may have. I will invite our Chief Executive Officer, Dax Dasilva, to give the presentation.

Dax Dasilva
CEO, Lightspeed

Thank you, Manon, and welcome, everyone. Thank you for joining us today. Fiscal 2025 was a foundational year for Lightspeed . We undertook a strategic review to define the best path towards maximizing shareholder value and helping the company realize its full potential. This resulted in several changes as to how we operate as a company. We also took the opportunity to update our mission statement while remaining true to the founding principles of Lightspeed Commerce. Our mission is to fuel retail and hospitality ambitions with technology and insights. For the innovators and visionaries scaling big ideas, owning their niche, and shaping the future in retail and hospitality, we make work flow so they can focus on what matters. We are here to deliver the technology that will help them simplify their operations and grow their business. When local businesses succeed, communities everywhere are stronger.

As I mentioned, in fiscal 2025, Lightspeed conducted an in-depth evaluation of its product portfolio and market presence to determine where we are most competitive and have the best opportunities. Following this evaluation, we determined which markets and verticals should be our focus and identified the investments that need to be made to ensure success. In late March, we outlined the refresh strategy and financial goals at our Capital Markets Day. I want to recap some of the highlights. Lightspeed is concentrating its efforts on two growth engines where we have a demonstrated right to win. Specifically, these are retail in North America and hospitality in Europe. Here, we are enhancing our investments in go-to-market and product innovation. Elsewhere, we are focused on efficiency, continuing to support existing customers while realigning our cost structure to maximize adjusted EBITDA for the whole business.

We identify these markets as our growth engines because they drive our highest close rates and have the strongest product-market fit, compelling unit economics, and the most sustainable competitive positions. In both of our growth engines, we have deep competitive advantages that give us a unique position in the market. Retail in North America is where we serve complex, high-GDP retailers with differentiated tools and deep vertical expertise. Hospitality in Europe is a fragmented market where Lightspeed is already a leader with workflow automation, differentiated product capabilities, local support, and solutions that enable fiscal compliance, serving restaurants across Europe. Executing the strategy relies on three core pillars. In go-to-market, we are growing our outbound motion, which is more effective at targeting the right customers. We are expanding our outbound sales capacity and growing our rep count across retail and hospitality.

We are also accelerating investments in high-impact product initiatives, including next-gen QOS features, deeper supplier integrations, and enhanced payments capabilities. Finally, we've established a C-Suite-led transformation office to drive execution across our key priorities, with 11 workstreams progressing at a rapid pace. As of Q1, all three pillars are on plan and progressing to schedule. How will we measure our progress? We maintain three transformation priorities. Firstly, customer locations within our growth engines. We aim to accelerate customer location growth through more efficient targeted outbound sales and vertical-specific marketing in our growth engines of retail customers in North America and hospitality customers in Europe. Priority two is to increase software ARPU through product innovation, upselling our customer base, attracting higher-GDP customers, and monetizing platforms like Lightspeed New Order. The third priority is to improve adjusted EBITDA and free cash flow.

I believe our Q1 results issued earlier today show that our strategy is working and that we are making progress. Customer locations in our growth engines demonstrated positive growth this quarter. Subscription ARPU increased 10% in Q1, with subscription revenues up 9% year- over- year. Gross profit dollars grew 19% year- over- year, and adjusted EBITDA improved to $15.9 million, up 55% year- over- year. We are still in the early stages of our transformation, and many of our initiatives have yet to deliver a full impact, but I believe the results today demonstrate that we are clearly on the right path. Before I close off, I wanted to highlight that we have also made significant efforts to return capital to shareholders. Since April 2024, we have repurchased and canceled about 18.7 million shares, using $219 million in capital, reducing total shares outstanding by about 12% overall.

We have an additional $200 million authorized for future share repurchases under our board-authorized share repurchase program. Lightspeed will continue to prudently manage cash with shareholder returns and capital allocation as priorities. In closing, I would like to thank our investors for their ongoing support. Fiscal 2025 was a transformational year for Lightspeed , where we made key decisions on where the company will play and how we will win. I believe the results issued today demonstrate that our plan is working. With that, I will take any questions.

Manon Brouillette
Executive Chair of the Board of Directors, Lightspeed

Question, please state your name, the entity you represent, if any, confirm you are a registered shareholder or a duly appointed proxy holder, and indicate to whom your question is addressed. We will now give attendees a moment to ask questions. There is no question. On behalf of management, our Board of Directors, and our employees, I would like to thank everyone for being here today. I would also like to thank all our shareholders for their commitment and continued support. We look forward to next year's meeting. Thank you all.

[Foreign language]

On behalf of management, employees, and the Board of Directors, I'd like to thank you for being here today. I'd like to thank all shareholders for their commitment, and we will be happy to see you again next year.

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