Morning, everybody. Can you hear me? Good. My name is Tom Hockin, and I am Chair of the Board of VersaBank. I've been Director of the Bank since 2014, and I would like to welcome you all here today. This is the 11th VersaBank Annual Meeting over which I've had the pleasure and the duty of presiding as Chairman of the Board. It will also be my last, as I have made the decision to step down as a Director of the Publicly Traded Entity. I'm grateful to have had the opportunity to serve alongside this esteemed group of directors, during which has what has been a period of tremendous growth and success for the Bank, punctuated by last year's entry into the American U.S. market, which I am confident will continue to drive strong, sustainable growth for many years to come.
I thank you for your support, your collaboration, and your friendship. I'm not, however, leaving the Bank. I will transition into a new role as Director Emeritus of the Bank's U.S. subsidiary, VersaHoldings U.S. Corp., where I very much look forward to the outstanding growth opportunity as the Bank ramps up its unique Receivable Purchase Program right here in America. Now, on to the meeting. The Annual Meeting of the shareholders of VersaBank will now come to order. In accordance with the bylaws of the Bank, I shall preside as Chair of the Meeting. Brent Hodge, Senior Vice President, General Counsel, and Corporate Secretary of VersaBank, will act as Secretary of the Meeting. Today's meeting is being broadcast live from the NASDAQ Market site in New York City, as well as being held in person at the VersaBank Innovation Center of Excellence in London, Ontario.
Before commencing the formal business of the meeting, I'd like to introduce the other directors of VersaBank here with us today in New York and London, Ontario: Robbert-Jan Brabander. Robbert-Jan is from Richmond Hill and has been a Director of the Bank since 2009. David Bratton. David is from London, Ontario, and has been a Director of the Bank since 1993. Rick Jankura. Rick is from London and has been a Director of the Bank since May 2022. Susan McGovern. Susan is from Aurora and has been a Director of the Bank since 2011. She is also Vice Chair of the Bank. David Taylor. David is from Ilderton and has been a Director of the Bank since 1993. David is also the President and Chief Executive Officer of the Bank. The Honorable Frank J.C. Newbould. Frank is a proposed new Director of the VersaBank Board. Peter Irwin.
Peter is from Toronto and has been a Director of the Bank since 2021. Peter is attending the meeting in London. Art Linton is from Kitchener and has been a Director of the Bank since 2020. Art is attending the meeting in London. Paul Oliver. Paul is from Markham and has been a Director of the Bank since 2005. Paul is attending the meeting in London. Absent from the meeting today is Gabrielle Bochynek. Gabrielle is from Stratford, Ontario, and has been a Director of the Bank since 2019. We are pleased to have some of the other officers and senior management of the Bank here with us today as well. The shareholders' Auditor, Ernst & Young LLP, is represented today at the London office by Andrea Feddema, James Kirkwood, and Sivan [audio distortion].
To best utilize our time, specific individuals have been asked to move on second resolutions, which are set out in the notice of meeting, and I will call on them at the appropriate time. Scrutineers. Stacy DiCampo and Shansi Warkwar of Odyssey Trust Company will act as scrutineers to report on the shareholders present in person and by proxy at the London location, to compute the votes cast by ballot, if any, and to report on these matters. Prior to the commencement of this meeting, the scrutineers reported that based on the votes cast in advance, the registration of shareholders this morning, and the proxies submitted, a quorum has been reached. In accordance with the bylaws of the Bank, I declare the meeting appropriately established for the transaction of business. I direct that the scrutineers report be annexed in the minutes of the meeting as well.
The notice calling this morning and the accompanying material has been mailed to all shareholders of the Bank who were shareholders of Record on February 28, 2025. The Secretary of the Meeting has provided the proof of mailing of such material and a copy of the notice with the proof of mailing. This will be kept with the Secretary of the Meeting. Financial Statements. I propose that we now proceed with the business of the meeting. The financial statements of the Bank for the year ended October 31, 2024, together with the report of the Auditors, have been mailed to shareholders of the Bank. We are not asking shareholders to approve the financial statements. However, we would be pleased to answer any questions pertaining to the financial statements during the general question period following the formal business of the meeting.
Copies of the report of the Auditors on the financial statements are available for inspection at this meeting. Matters to be voted upon. Appointment of Auditors first. The next item of business is the appointment of Auditors for the current year and the authorization of the Directors to fix the remuneration of the Auditors. With respect to voting on the appointment of Auditors, each holder of common shares of the Bank is entitled to one vote for each share held by them. Please note that only those who are registered shareholders and appear in the Bank's registered shareholder list as provided by the transfer agent, and those persons who are authorized proxy holders, are eligible to vote at today's meeting. I propose to conduct the vote on the matter of the appointment of Auditors by a show of hands.
Please note that each registered shareholder or proxy holder present in person has the right to demand that a ballot be conducted either before the show of hands or following the vote. Where a ballot is conducted on a resolution, the appointed proxy holders will vote by ballot all proxies submitted to them as required. I will now ask Shawn Clarke to move the resolution appointing Auditors for the current year and Nick Kristo to second the motion.
Mr. Chair, I move that it be resolved that the firm of Ernst & Young LLP is by authorizing Bank officers to approve the maintenance of current shares or successors. The Directors of the Bank may authorize to fix the remuneration of Auditors for the current year to such amount as they pay at the discretion of the Chair.
May I have the motion seconded?
I second the motion.
Thank you. The motion is now open for discussion. You have now heard the motion, and as there is no further discussion that I can see, I now put the resolution to the meeting. For this resolution to be passed, it must be approved by an affirmative vote of not less than a majority of the votes cast in respect thereof by the shareholders present at the meeting in person or represented by proxy. All those in favor of the resolution, please indicate by raising your hand. Contrary, if any, I declare the resolution carried. Election of Directors.
In respect of voting for the Election of Directors, which is to proceed by way of cumulative voting, each holder of common shares of the Bank has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of Directors to be elected. The shareholders may cast all such votes in favor of one candidate or distribute them among the candidates in any manner. If a shareholder has voted for more than one candidate without specifying the distribution of the votes among the candidates, the shareholder is deemed to have distributed the votes equally among the candidates for whom the shareholders voted.
If the number of candidates nominated for Director exceeds the number of positions to be filled, the candidates who receive the least number of votes will be eliminated until the number of candidates remaining equal to the number of positions to be filled. To comply with the provisions of the Bank Act, the Election of Directors will be decided by a vote by ballot. When a ballot is conducted on a resolution, the appointed proxy holders will vote by ballot all proxies submitted to them as required. Please note that only those who are registered shareholders and appear on our registered shareholder lists as provided by the transfer agent and those persons who are authorized proxy holders are eligible to vote at today's meeting. We will now proceed with the Election of Directors.
The number of Directors of the Bank is fixed at 10, and it is necessary for each number to be elected. I now declare the meeting open for nominations. To elect 10 Directors to hold office for the ensuing year or until their successors are elected or appointed, Tammie Ashton will now nominate each of the individuals listed in the Management Proxy Circular for election as Directors for the coming year, each of whom has agreed to serve as a Director if elected. I will ask Brent Hodge to second the nominations. Tammie?
I nominate each of the Honorable Frank Newbould, David Taylor, Gabrielle Bochynek, Robbert-Jan Brabander, David Bratton, Peter Irwin, Richard Jankura, Art Linton, Susan McGovern, and Paul Oliver for election as a Director of the Meeting for the ensuing year or until a successor is elected or appointed.
May I have the nominations seconded?
I second each of the nominations.
Are there any further nominations? Okay. I declare nominations closed. Tammie Ashton will now move the confirming resolution, and Brent Hodge will second the motion.
I move that it be resolved that each of the Honorable Frank Newbould, David Taylor, Gabrielle Bochynek, Robbert-Jan Brabander, David Bratton, Peter Irwin, Richard Jankura, Art Linton, Susan McGovern, and Paul Oliver be elected as a Director of the Bank for the ensuing year or until a successor is duly elected or appointed.
May I have the motion in respect of the election of each Director seconded?
I second the motion.
Thank you. The scrutineers have distributed a form of ballot to all registered shareholders and authorized proxy holders present. Each registered shareholder or proxy holder should record their vote, which has been put to the meeting in the usual manner, by indicating whether they are voting for all nominees or withholding respect of all nominees or withholding respect of one or several nominees. Each registered shareholder or proxy holder should then print and sign their name on the ballot. The scrutineer will then collect the ballots. I would ask the scrutineer to deliver the report to the Secretary of the Meeting as promptly as possible. I'll now move to the scrutineer's report on the ballot.
The scrutineer has reported that the resolution with respect to the Election of Directors has been duly carried by a majority of the votes cast both in advance and at this meeting, and I declare the resolution carried. If any registered shareholder or proxy holder is interested in the exact number of votes cast regarding the resolution, which has been voted upon by ballot, they may obtain these particulars after the meeting from the Secretary of the Meeting. Is there any further business? This concludes the formal business of the Bank's annual meeting of shareholders, and I would now ask Brent Hodge to move the final resolution.
Mr. Chair, I move that the formal business of the meeting be terminated.
The motion has been accepted, and I declare the formal business of the meeting terminated. Thank you very much for your attention.
Thank you, Tom. Thank you to everyone joining us today here in New York City, as well as back home in London, Ontario, and on the internet. Proud to be broadcasting our annual meeting for the first time from the United States. We will be ringing the closing bell at the NASDAQ tomorrow at 4:00 P.M. I will draw your attention to the usual cautionary note for forward-looking statements, and there is a lot to look forward to. Before I begin, as our illustrious Chair, the Honorable Tom Hockin, noted at the outset, after more than a decade, he will be stepping down as Director and Chair of the publicly traded entity to take on a new role in support of our U.S. opportunity. Tom actually served two stints as our Board Chair, and both times, our Bank was fortunate to have him.
Our Canadian investors know Tom well, but for our U.S. audience, a few items from his long resume are probably worth noting. He holds a Master's degree in Public Administration and a Ph.D. in Political Science, both from Harvard, and went on to become a professor at Harvard. When he joined us, he had finished five years as Canadian Government Director on the Board of International Monetary Fund during his role in helping the G20 and member countries through the international financial crisis of 2008. In his capacity, he had witnessed an extensive range of regulatory framework and cultures, and notably, he was responsible for the blue paper in 1986 that established our Canadian bank regulator. This has been of tremendous value to us over his tenures. He chaired the Canadian government's expert panel on securities regulation.
He was elected as a member of Parliament and appointed Minister of State for Finance. Notably, he grew up in the same neighborhood as the renowned economist John Kenneth Galbraith. Thankfully for the Bank, Tom did not gravitate too far into Galbraith's more socialist direction. I would now like to take the opportunity on behalf of VersaBank's management team and the Board to publicly acknowledge Tom's outstanding contribution to VersaBank and to thank him for his invaluable guidance and counsel. Thank you, Tom. We look forward to your ongoing contribution as we capitalize on this very important next step in the Bank's evolution. That is, unless you get called back to the Canadian government on trade matters as you were Minister of International Trade leading to the 1994 Free Trade Agreement. Might need you again, Tom. It's possible. All right.
You've heard me talk about our U.S. opportunity as being transformational, and these events of fiscal 2024 leading up to and including the completion of the acquisition make last year truly a transformational year for the Bank's history. As most of you know, approval took nearly two years. A foreign bank being approved to acquire a U.S. National Bank is rare. We can't find an example in recent years. This speaks volumes about the Bank and our unique and highly attractive Receivable Purchase Program. We launched the RPP in the United States last year, and it's now rapidly ramping up its assets. I will discuss our initial success more in a few minutes. The significant anticipated growth in the U.S. is expected to drive our key performance metrics to new levels that we believe will have some of the best in the banking industry.
It will build on another year for the Bank, which, when we exclude the one-time costs associated with the investment in the U.S. opportunity, saw new heights for assets and profitability. I will note that we achieved this with the cost of the U.S. ahead of revenue that those costs will generate going forward. We are seeing that revenue. Although it took a little longer than initially expected to sign our first partner, we are now rapidly ramping up the RPP in the U.S. with assets growing faster than expected. The U.S. RPP portfolio surpassed $70 million, approximately CAD 100 million, in assets in only 75 days since adding its first partner at the end of January. This is indicative of the value of our solution, which offers consistently available, readily accessible, economically attractive capital based on our proprietary state-of-the-art banking technology.
The program is functioning as designed and meeting both our and our partner's expectations. We expect this to continue steadily and add additional RPP partners. Most importantly, we are on target to achieve $290 million of U.S. RPP in 2025. The growth of our RPP in the U.S. will enable VersaBank to fully capitalize on the operating leverage in our business model and propel us toward the next KPI milestones. We are currently around $5 billion asset level with a healthy efficiency ratio and return on common equity, and that is with a full burden of U.S. salaries ahead of the ramp of the U.S. assets. As we hit $6 billion, $7.5 billion, and $10 billion or more, you can see the efficiency and return on equity grow much faster than assets. It's just the math.
These targets are based on the expected continued expansion of our net interest margin driven by several favorable macro factors, as noted in our news release last week. We will report those actual numbers in our Q2 results. That would be for the middle of May. As we have done with conventional banking, we are now bringing a disruptive new innovation to the digital asset space with a renewed opportunity for our transformational digital deposit receipts, or DDRs, starting in the U.S. as USDV. Those dinosaurs look a lot like the traditional banks looking a little worried. Could be an extinction event. Who knows? Our digital deposit receipts are highly encrypted digital assets that represent an actual fiat currency on deposit with our Bank and potentially any Bank issued on secure blockchains such as Algorand, Ethereum, and Stellar.
They are superior security, stability, and regulatory compliant compared with the current so-called stablecoins, which really aren't all that stable. You can think of them as the ultimate stablecoin, but really, they transcend stablecoins. We developed and successfully piloted these in Canada a few years ago. To capitalize on the opportunity in which there is significantly more favorable regulatory environment, we created a new subsidiary Digital Meteor, which we intend to move this initiative forward this year. To conclude, 2025 promises to be another year of growth and success for VersaBank. That is an inflection point for operating leverage, earnings growth, and return on equity generation. Ramp-Up has recently launched the U.S. Receivable Purchase Program proven out in Canada to underserved multi-trillion dollar U.S. market. Highly risk-mitigated model based on structuring of both deposits and credits. Current valuation below book value and well below U.S. peers.
Planned divestiture of our profitable cybersecurity services will generate significant incremental value and renewed opportunity for the Bank's transformational digital deposit receipt. Happy to take questions. I think I can receive questions over the internet. It seems there are no questions. Thank you, ladies and gentlemen. Look forward to talking to.