AGM 2020

May 28, 2020

Welcome you to the company's 2020 Annual Stockholders' Meeting. Before we begin, I'd like to remind you that during today's meeting, including any question and answer session, we may make forward looking statements regarding expected revenue, earnings per share, future plans, opportunities and expectations of the company. These estimates and plans and other forward looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks are detailed in our latest Form 10 ks filed with the SEC on March 15, 2020, our quarterly report on Form 10 Q filed with the SEC on May 14, 2020, and in other statements made by the company. The statements made during the meeting are based upon information known to XPEL as of today. XPEL assumes no obligation to update the information we present to you. I'd like to remind participants in today's meeting that questions can be submitted at any time during the meeting via the website, which is csvproxy.com/xpel/2020. This is the only way to submit questions and we will attempt to answer as many of them as we have time for. Before we begin the presentations, I'd like to introduce the other members of the Board of Directors who are with us today. John Constantine, Richard Crumley, Michael Claney and Mark Adams. Steven Vicante of Continental Stock Transfer is also joining us on the webcast and is serving as our Inspector of Elections. He has previously signed an oath of office, which has been properly filed in the corporate record. Also participating are Michael McKee and Jordan Iverson of Baker Tilly, the company's independent registered public accounting firm. Barry Wood, our Senior Vice President and CFO will act as secretary of the meeting. I will now ask Mr. Wood to give us the quorum report and also report on other administrative matters. Mr. Chairman, as of the close of business on April 6, 2020, the record date, XPEL had 27,612,597 shares of its common stock issued outstanding and entitled to vote at this meeting. The Inspector of Elections has reported that stockholders entitled to cast more than 70% of the votes eligible to be cast at the meeting are present or represented by proxy. Therefore, a quorum is present and the meeting may proceed. In addition, I would like to report that the notice of Internet availability dated April 17, 2020, the notice of annual meeting of stockholders April 17, 2020, as well as the form of proxy, proxy statement in our annual report on Form 10 ks were made available on the Internet on or about the date that date to each of the stockholders of record of the company as of the close of business on the record date. Mr. Chairman, I have provided to you the notice of Internet availability, notice of annual meeting, proxy statement, form of proxy, annual report on Form 10 ks and an affidavit of mailing prepared by XPEL's transfer agent, Continental Stock Transfer and Trust Company. I also have a copy of a list of registered stockholders of the company entitled to vote at the meeting, which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purpose germane to the meeting. Thanks, Barry. The affidavit of mailing, the affidavit of the inspector, the stockholders list along with the notice of Internet availability, notice of annual meeting, annual report on Form 10 ks, proxy statement and form a proxy will be filed with the minutes of this meeting. With the quorum present, I declare this meeting is duly constituted and convened and may proceed with the transaction of business. We will now read the proposals to be voted upon, after which time we will open the polls. After the polls are open, we will be pleased to answer your questions about XPEL for the proposals. There are 3 proposals to be considered by the stockholders. Mr. Wood, will you read the first proposal? The stockholders are asked to vote on the election of 5 members to the Board of Directors with each serving for a 1 year term. The nominees for election are Ryan Pate, Mark Adams, John Constantine, Richard Crumley and Michael Claunee, who are current directors of the company. Do I hear a motion for the election? We have a motion from Tim Hart. Do I hear a second? We have a second. Barry, please read the second proposal. The stockholders are asked to vote on a proposal to ratify the appointment of Baker Tilly, Virchow, Krausz, LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. Do I hear a motion for the ratification of Baker Tilly as the company's independent public accounting firm for the year ending December 31, 2020. We have a motion from Mike Claney. Do I hear a second? We have a second. Barry, please read the 3rd proposal. The stockholders are asked to approve the XPEL Inc. 2020 Equity Incentive Plan. Do I hear a motion for approval of the XPEL Inc. 2020 Equity Incentive Plan? We have a motion from John Constantine. Do I hear a second? We have a second. I now declare the polls open for voting on the motions. If you are a stockholder of record and have not voted yet or if you want to change your previously cast vote and you wish to vote now, you can do so online. You will need your 12 digit control number in order to vote today. Thank you, everyone. While we wait a few moments for vote tabulation, we'll have a question and answer session. Once the question and answer session and the tabulation of votes are completed, we will close the polls and announce the results. And as a reminder, if you're interested in asking a question, you can submit those online. We do have one question. The question is how is XPEL dealing with the COVID-nineteen crisis? Obviously, the COVID-nineteen crisis has significantly impacted the business as most businesses. In our case, I think we were fairly prepared and aware there was going to be an impact really from our business in China. And obviously, China and our business in China was impacted much earlier than the rest of the world. So even before, I think most companies in the U. S. Were really concerned about the impact to their business, we were aware that this was coming. So the impact as we talked about on our last calls has been varied. Obviously had a steep decline in China while they were under lockdown. That since been returned to normal and we're seeing good performance in China. So a real sharp recovery there. We also then saw lockdowns in the U. S. And in Europe and many of those have abated now as well. And we've seen a fairly strong recovery in really all the markets that have been impacted by the lockdown. Still some remaining, Mexico for us, the UK, they're kind of a little bit later coming out of some of the lockdowns than some of the other countries. From our standpoint, it was important that we plan for that uncertainty. So you saw a straw down on credit facilities when we were looking at this in March and not knowing how deep and problematic it was going to be out of an abundance of caution. And then we were concerned obviously about our team to make sure our team was safe. So where possible we implemented work from home and then we're not possible to keep the rest of our operations running all of the best practices for PPE and to protect the team. And then we were very concerned that we would be able to continue to serve our customers knowing that the shutdowns wouldn't be applied universally. And so ensuring that we had the ability to keep operating, keep shipping and selling product. And as we've talked about, very pleased with how all that worked. We remained operational. I don't think we have been unable to complete a single order to a customer. And certainly for now, the worst has passed us. We talked in our Q1 call about some early trends that we saw in May with a return to some average daily installation metrics we have, which might be a good proxy for some of our customers in the U. S. In return to sort of March numbers before the April decline that we saw in the U. S. So that's all very encouraging. The China business has continued to be strong and the forecast has remained strong and we continue to see pickup in activity globally. So hopefully the worst has passed us and most people impacted and now we focus on getting back to business as normal and business as usual as much as possible. Great question. Okay. I understand the votes are now tabulated. I now declare the polls closed. Mr. Wood, please read the Inspector of Elections report on the tabulation of votes. Mr. Chairman, the results based on the voting of shares of those shares that of those shares that were represented at the annual meeting and voted for the election of directors and therefore each of them has been elected as a director to serve for the term expiring on the date of the company's 2021 annual meeting and until this respective successor is duly elected and qualified. The proposal to ratify the appointment of Baker Tilly, Virchow, Krausz LLP received a majority of the shares represented and entitled to vote at the annual meeting and therefore the selection of Baker Tilly, Virchow Krauss LLP as XPEL's independent registered public accounting firm for the year ended December 31, 2020 has been ratified. The proposal to approve the XPEL Inc. 2020 Equity Incentive Plan received a majority of the votes cast represented and entitled to vote at the Annual Meeting and therefore the XPEL Inc. 2020 Equity Incentive Plan has been approved. Mr. Chairman, that concludes the report of the voting. Details of the results will be available for all stockholders in our filings with the SEC within 4 business days. Stockholders may also obtain the voting results by calling or writing our Corporate Secretary. Is there any other business or questions that anyone would like to ask to come before the meeting? With there being no further business, this meeting of the stockholders of XPEL is adjourned. We thank you for your interest and attendance.