AGM 2021

May 11, 2021

Hello, and welcome to the Alaris Financial Corporation Annual Meeting 2021. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Randy Newman, President, CEO and Chairman of Alaris Financial Corporation. The floor is yours. Good afternoon, ladies and gentlemen. Welcome to the 2021 Annual Meeting of Alaris Financial Corporation. I'm Randy Newman, President, CEO and Chairman of the Board of the company. And it's my pleasure to serve as Chairman of this meeting. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote or if you wish to revoke a previously submitted proxy, you may do so by clicking the Vote Here button on your screen. To vote your shares, you will need the control number provided on your proxy card. Logging in with your control number will also allow you to submit questions. We have reserved time later in the meeting to address any questions related solely to today's agenda. If you would like to submit a question, please type it into the box at the bottom of your screen now or at any time during the meeting. We encourage you to submit any questions promptly to assure your question is received prior to the completion of the business on the agenda. For any general business questions about the company, including the company's response to the COVID-nineteen pandemic, please refer to the information available on our Investor Relations website, which includes our SEC filings. Now at this time, I call the meeting to order. I'd like to introduce the directors and executive officers of the company. Our directors are Kevin Lemke, who has served since 1994 Karen Bone, who's been a Director since 1999 Sally Wold, who's been a Director since 2007. Galen has been a Director since 2013 and Dan Coughlin has been a Director since 2016 and Mike Matthews has been a Director since 2019. Our Executive Officers are Ann McCahon, who has been with the company, actually has been here twice, the last time for 19 years and a position earlier, 6 years Katie Lorentzon, our CFO, who has been with the company for 4 years Karen Taylor, our Chief Risk Officer, who's been with us for 3 years and our most recent Executive Officer, Ryan Goldberg has been with us 1 year. We're very proud of the members of this Board and are grateful for their dedicated service. Thank you all. Also in attendance are David Henneke and Travis Whiting, representative of the company's independent auditing firm, Clifton, Larson, Allen. This is your annual meeting and we want it to be as informative as possible. We want you to have the opportunity to ask questions regarding any pertinent issue. Now to the business of the meeting. Scott Penske will act as secretary of this meeting. Stockholders who have already voted by Internet, telephone or mail need not vote again online at this meeting. Your voting instructions will be carried out this morning by the appointed proxies. They are Jared Hanson and Dan Stastik. Mr. Fenske, will you please review the matters related to the organization of this meeting? I have received affidavits of mailing from both Broadridge Financial Solutions and American Stock Transfer and Trust Company, which state that mailing of notice of the meeting together with the related proxy materials commenced on April 1, 2021 to all stockholders of record as of the record date March 15, 2021. The polls have been open for voting on the matters listed in the notice since April 1, 2021. The polls will close for voting on any item when discussion has been completed on that item. Since no stockholder nominations or proposals were filed in advance of this meeting as provided in the bylaws, the business of this meeting is limited to the matters listed in the notice. An alphabetical list of stockholders entitled to vote at this meeting with the address and the number of shares held by each is present and available electronically for inspection at this meeting. This list has been available for 10 days preceding this meeting. The notice of meeting and affidavit of mailing of the notice will be inserted in the company's minute book. There are in excess of 13,450,000 common shares represented at this meeting, which constitutes approximately 77.75 percent of the outstanding shares entitled to vote here today. Since a majority of the voting shares are represented here today, a quorum is present. As Secretary of this meeting, I declare a properly constituted meeting, duly organized and ready for business. We will now proceed with the business of the meeting. To act as the Inspector of Election, the Board has appointed Chad Johnson. Mr. Johnson has been duly sworn in and his oath will be filed with the records of the meeting. That completes the necessary formalities. Thank you, Scott. The first item of business today is the election of 7 members of the Board of Directors, each of whom will serve a 1 year term until the annual meeting of stockholders to be held in 2022. These are distinguished individuals who have achieved success in their own business activities and have also made significant contributions in their communities. More specific biographical information on each of the director nominees is provided in the company's proxy statement. The Board of Directors has nominated Randy L. Newman, Karen M. Bone, Daniel Coughlin, Kevin D. Lemke, Michael S. Matthews, Sally J. Smith and Galen Vetter as listed in the company's proxy statements to serve as directors for a 1 year term and until their successors are duly elected. The only other proposal on this year's ballot is the ratification of Clifton Larson Allen as the company's independent public accounting firm for the fiscal year ending December 31, 2021. This proposal was described in detail in the proxy statement for this meeting. We should now proceed to vote on these proposals. You're entitled to one vote for each share registered in your name. For the election of directors, the 7 nominees receiving the highest vote totals will be elected to serve as directors. The ratification of the appointment of Clifton Larson Allen must receive the affirmative vote of the majority of shares of common stock present in person or represented by proxy at this annual meeting. Are there any questions on the voting procedures? Hearing none, we will now take any stockholder question related to today's agenda. Chairman Newman and I, we have not received any questions regarding the business before this meeting. So the question and answer session is now closed. Okay. Thank you, Scott. If you have not already done so, we remind you to submit your vote on each matter by clicking the vote here button on your screen. Voting is about to be closed. I will pause just a minute. The votes have been tallied by the inspector and the results of the vote are as follows. Each of the nominees for directors received a plurality of the votes cast and accordingly each has been elected as a Director of the company. The ratification of the appointment of Clifton Larson Allen as independent public accounting firm for the company received the affirmative vote of the majority of shares of common stock. Accordingly, the appointment of Clifton Marsh and Allen as the independent public accounting firm for the company for the fiscal year ending December 31, 2021 is ratified. The inspector is directed to submit a certificate of Inspector of Election to be filed with the Secretary for insertion in the company's minute book together with the minutes of this meeting. With that, that completes the items on the agenda, and I declare that this meeting is adjourned. Thank you very much, ladies and gentlemen, for attending this virtual annual meeting. Thank you. This concludes the meeting. You may now disconnect.