Hello, and welcome to the annual and special meeting of shareholders of Sylogist Ltd. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Barry Foster, Chair of the Board of Directors of Sylogist Ltd. Mr. Foster, the floor is yours.
Thank you and good morning. My name is Barry Foster, and I am the Chair of the Board of Directors of Sylogist Ltd., and I will serve as Chair for this meeting. The Annual General and Special Meeting of the shareholders of the corporation will now come to order. Edward Wooldridge, who is a partner with Osler, Hoskin & Harcourt LLP and corporate secretary of the corporation, will act as secretary of the meeting, and Laura Stone of Computershare Trust Company of Canada will act as scrutineer of the meeting. Today's meeting will be a virtual-only meeting. The virtual format we're utilizing enables shareholders to participate, submit questions, and vote in the meeting regardless of their location. I would like to take a moment to comment on the voting procedures to be used at today's meeting.
To facilitate the formal business of the meeting, employees Mal Lewandowski and Rochelle George will propose and second the formal motions. This is not intended to inhibit or curtail the contribution of other shareholders. If you have voted your shares prior to the start of this meeting, your vote has been received by the scrutineer, and there's no need to vote those shares during the meeting unless you wish to revoke or change your vote. As such, if you have already voted and do not wish to revoke or change your vote, please do not vote during this meeting. In order to streamline the voting procedure, we have opened the online polls, and at any time during the meeting, registered shareholders and proxy holders that are logged on and wish to vote their shares may do so by clicking on the voting icon on your screen.
The polls will remain open until just before the conclusion of the formal business of the meeting. If you are attending this meeting as a guest, you will not be able to vote or ask questions during the meeting. Each resolution before the meeting shall be adopted by a simple majority of the votes cast. All proxies provided to management in advance of the meeting will be voted in accordance with the instructions specified in them. This means that if you have previously submitted a proxy appointing a management nominee and you have not revoked your proxy, you do not need to vote at this meeting, and your proxy vote will supersede any vote you cast at this meeting. We have advised Computershare that based on the proxies already deposited with them, enough votes have been cast to carry each of the motions.
During the meeting, registered shareholders and proxy holders may, at any time, submit questions or communicate with the chair and the secretary by clicking on the questions icon, typing in and submitting their question or comment. If you are attending as a guest, you will not be able to ask questions during the meeting. Given the virtual format of the meeting, in order for us to expediently address as many questions as we can, we encourage shareholders who have specific questions on an item of business to submit their question now. In particular, please state whether your question relates to a motion being considered as part of the formal business of the meeting or is of a more general nature and provide your name and email address or phone number.
If you are a registered shareholder or a duly appointed proxy holder who intends to vote at the meeting, please ensure that your participant name on the screen reflects the name in which your securities are registered so your votes can be properly tabulated by the scrutineer. I received an affidavit of mailing signed by the representative of Computershare Trust Company of Canada as to the due mailing of the documents for the meeting. I direct that a copy of this affidavit of mailing, together with copies of the documents mailed to the shareholders of Sylogist, be kept by the secretary with the minutes of this meeting. The reading of the notice of the Annual General and Special Meeting of Shareholders will be dispensed with.
The scrutineer's report has been received, and it shows that there are present at the meeting 193 shareholders holding or representing by proxy 14,055,800 shares, or 60.06% of the issued and outstanding shares of the corporation. I advise that there is a quorum present at this meeting. I direct that the scrutineer's report be annexed to the minutes of the meeting. I now declare the meeting is regularly called and properly constituted for the transaction of the business. We will now proceed with the formal business of the meeting. The first item of business is the presentation of the auditor's report and the audited financial statements of the corporation for the 12 months ended December 31, 2023, and for the 15 months ended December 31, 2022.
Copies of these documents can be accessed on the corporation's website and under the company's profile on SEDAR+. The next item of business is to fix the number of directors to be elected at this meeting at seven.
I move that the board of directors of the corporation to be elected at the meeting be fixed at seven members. I second the motion.
You have heard the motion. Are there any questions received on the webcast from shareholders or proxy holders relating to this motion?
No questions, Mr. Chair.
Thank you. I have been advised by the scrutineer that a significant majority of the proxies received by management prior to the meeting have been voted to set the number of directors to be elected at seven. You can cast your vote on this item of business until I announce that polls are closed. I will announce the voting results of this item of business and all other items of business after the polls are closed. Next item, election of directors. I now declare the meeting open for nominations.
I nominate William C. Wood, Barry D.A. Foster, Taylor Gray, Tracy Edkins, Errol Olsen, Andrea Ward, and Aziz Benmalek for election as directors of the corporation.
Are there any other further nominations?
There are no other nominations, Mr. Chair.
As there are no further nominations, I now declare the nominations closed. Could we have a motion regarding the election of the directors?
I move that each of the following nominees, William C. Wood, Barry D.A. Foster, Taylor Gray, Tracy Edkins, Errol Olsen, Andrea Ward, and Aziz Benmalek, be hereby separately elected as a director of Sylogist Ltd. to hold office until the next annual meeting of the shareholders of Sylogist Ltd., or until their successor is duly elected or appointed.
I second the motion.
You have heard the motion. Are there any questions received on the webcast from shareholders or proxy holders relating to this motion?
No questions.
Thank you. You can cast your vote on this item of business until I announce the polls are closed. I will announce the voting results of this item of business and all other items of business after the polls are closed. The next item of business is the appointment of the auditors of the corporation.
I move that KPMG LLP, chartered professional accountants, be and are hereby appointed as auditors of the corporation until the next annual meeting, or until a successor is appointed, and that their remuneration be fixed by the board of directors.
I second the motion.
You have heard the motion. Are there any questions received on the webcast from shareholders or proxy holders relating to this motion?
No questions, Mr. Chair.
Thank you. You can cast your vote on this item of business until I announce the polls are closed. I will announce the voting results of this item of business and all other items of business after the polls are closed. The next item of business is to consider, and if deemed advisable, to approve all unallocated stock options issuable pursuant to the corporation's stock option plan. The stock option plan approved by the shareholders of the corporation on June 2, 2021, is considered a rolling plan as it does not have a fixed maximum number of common shares that may be issued pursuant to options.
The TSX rules require that any unallocated options, rights, or entitlements under a security-based compensation agreement that does not have a fixed maximum number of securities issuable under it, such as the stock option plan, must be approved by a majority of the issuer's directors and shareholders every three years.
I move that the ordinary resolution approving the unallocated stock options issued pursuant to the corporation's stock option plan be approved and adopted.
I second the motion.
You have heard the motion. Are there any questions received on the webcast from shareholders or proxy holders relating to this motion?
There are no questions. Thank you.
Thank you. You can cast your vote on this item of business until I announce the polls are closed. I will announce the voting results of this item of business and all other items of business after the polls are closed. This now concludes the formal items of business to be dealt with at this meeting. Is there any other business to be brought before this meeting?
There are no other items of business, Mr. Chair.
We will now wait approximately 30 seconds to allow shareholders and proxy holders to submit their votes, and we will then close the polls. The polls are now closed with respect to voting on all of the motions. I'm advised that the preliminary voting results have been received, and then the scrutiny reports that all items voted on at the meeting have received more than the number of votes required, and therefore, all items are passed. A final report on voting to be furnished by the scrutineer subsequent to the meeting will be incorporated into the minutes of the meeting. The final voting results will be announced via press release and posted online on SEDAR+ under Sylogist's profile. With these voting results, I now declare all motions approved. I would ask for a motion to terminate the meeting.
I move that this meeting be terminated.
I second the motion.
I now declare the meeting terminated. Thank you for participating in our 2024 Annual General Meeting of shareholders.
This concludes the meeting. You may now disconnect.