Hello and welcome to the annual general and special meeting of shareholders of BBTV Holdings Inc. 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 the 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 company that you first obtain all required consent for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Shahrzad Rafati. The floor is yours. Thank you so much. Good afternoon and welcome to our 2023 shareholder meeting. My name is Shahrzad Rafati. I'm the Chair of the company, and will be presiding as the Chair of the meeting today. With me are KB Brinkley, Chief Financial Officer, and Nancy Glaister, Chief Legal Officer and Corporate Secretary. Also here to answer questions are Ben Groot, former CFO and consultant, and Hamed Shahbazi, our Lead Independent Director. Nancy will act as the Secretary of the meeting. Ellis Amabel, a representative of the Computershare, will also act as scrutineer. As this meeting is held virtually via the webcast, I will ask the Secretary to set out a few rules for the order and conduct of the meeting. Over to you, Nancy. Thanks, Shahrzad. The floor will be open for questions and discussions on each voting item and on the presentation of the financial statements. Questions and discussion in respect of any motion or the presentation of the financial statements can be submitted by any registered shareholder or duly appointed proxyholder at any time by clicking on the Q&A icon. When asking a question with respect to a motion or the presentation of the financial statements, please indicate your name, which entity you represent, if any, and confirm whether you're a registered shareholder or a duly appointed proxyholder. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each business item after the presentation of that business item. When you're asked to vote, you may click on the Vote icon and submit your selections by clicking the appropriate responses in the vote window to register your votes. You will only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, the Chair will move and second all motions except for the return of capital resolutions. Thank you, Nancy. I now ask that the annual general and special meeting of the shareholders of the company to come to an order, and I appoint Nancy Glaister, Chief Legal Officer and Corporate Secretary of the company, as secretary of the meeting. For the purpose of this meeting, I appoint Computershare Investor Services through its representatives as scrutineers to compute the votes of any polls taken at this meeting, and to report thereon to the Chair. The purpose of today's meeting are set out in the management information circular of the meeting that was dated May 15th, 2023. The notice calling this meeting and the form of the proxy were provided to shareholders on or around May 23rd, 2023, along with the management information circular, the audited consolidated financial statements of the company for the fiscal period ended December 31st, 2022, and the related MD&A. Unless there's a successful objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available via the Documents tab in the online meeting and are also available on our website and our SEDAR. I have with me confirmation of the proper mailing of the notice of meeting to the beneficial shareholders, as well as confirmation of such mailing to the registered shareholders. I have received the scrutineer's report, which indicates that there are 43 persons present in person or by proxy, which is greater than the quorum requirements contained in our articles of one person present in person or by proxy. Notice of the meeting having been duly given and the quorum being present, I declare that the meeting is properly called and duly constituted for the transaction of business. I now present to the meeting the audited consolidated financial statements of the company as at and for the fiscal period ended December 31st, 2022, together with the auditor's report to the shareholders thereon. A copy of the financial statements have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. If you'd like to access a copy now, please click on the Documents tab in the meeting dashboard and then click on the document. If you'd like to ask a question arising out of the financial statements, please use the instant messaging feature of the virtual interface. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm if you're a registered shareholder or a duly appointed proxyholder. Please limit your questions to topics relating to the financial statements only. I would also ask that you keep your questions short and to the point. For each question we answer, we will summarize the question. Questions which were already answered or that are redundant or repetitive will not be published or answered. We'll now give attendees a moment to type in their questions. There being no further questions regarding the financial statements, I declare the financial statements to have been duly placed before the meeting, and we'll move on to the next item of business. As we go through each item of business, you will be able to vote on that item if you've not already voted. Please register your votes by accessing the voting page and selecting the appropriate button to indicate your selection. If you vote during the meeting, it will revoke any proxy you may have previously submitted. We will provide registered shareholders and duly appointed proxy holders approximately 15 seconds to complete the electronic ballots. Once the electronic balloting closes, the voting page will change to closed, and your votes will automatically be submitted. Great. The next item of business is to set the number of directors for the ensuing year. I now ask the Secretary to read the proposed motion. Resolved that the number of directors of the company for the ensuing year be determined at six. I move and second the proposed motion. Is there any discussion on this motion? Please click the Q&A icon and use the messaging feature of the virtual interface for discussion. I would ask Computershare to open the voting for the number of directors motion now. If you have not already voted, please vote for the motion now. I would ask Computershare to close voting on the item, and I declare this motion carried. The next item of business is the election of directors. The company did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaws. Accordingly, the only persons eligible to be nominated for election to the board of directors of the company are the management nominees. The six directors to be elected by the shareholders of the company shall hold office until the close of business of the next annual meeting of shareholders of the company following election or until their successors are elected or appointed. The management nominees for directors are Shahrzad Rafati, Hamed Shahbazi, Michele Romanow, Catherine Warren, Marcel Reichart, and John Kim. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. I would ask Computershare to open the voting for the election of directors now. If you have not already voted, please vote for the directors now. I would ask Computershare to close voting on this item. I declare this motion carried, and I would ask the Secretary to read a resolution to that effect. Resolved that the persons nominated for election as directors, that being Shahrzad Rafati, Hamed Shahbazi, Michele Romanow, Catherine Warren, Marcel Reichart, and John Kim, are elected as directors of the company for the ensuing year to hold office until the next annual general meeting or until their successors are elected or appointed. The next item of business is the appointment of auditors of the company for the ensuing year, authorizing the board of directors of the company to fix their remuneration and, in the board's discretion, to change auditors during the year, subject to compliance with the requirements of the Canadian Securities Administrators. I would ask the Secretary to read a resolution to that effect. Resolved as an ordinary resolution that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be appointed as auditor of the company at a remuneration to be fixed by the board of directors, provided that the board of directors, in their discretion, may seek proposals from other qualified accounting firms for the position of auditor of the company, and should one or more favorable proposals be received, the directors may replace PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the company's auditor with a qualified accounting firm at a remuneration to be fixed by the board of directors, subject to compliance by the company with the requirements of the Canadian Securities Administrators. I move and second this motion and open it up for discussion. As there is no discussion, I would ask Computershare to open the voting for the appointment of auditors now. If you have not already voted, please vote for this motion now. I would ask Computershare to close voting on this item. I declare this motion carried. The next item of the business is the amendment of articles as described in the information circular and the supplement. I would ask the Secretary to explain how the resolution for the amended articles will be tabulated. The resolution will be tabulated in four ways by the scrutineer. First, as a single class resolution, meaning a special resolution of the shareholders. A special resolution of the shareholders is a resolution passed by at least two-thirds of the votes cast by all holders of multiple voting shares and subordinate voting shares present or represented by proxy at the meeting. Second, as a minority resolution, meaning an ordinary resolution of shareholders, that being a resolution passed by a majority of the votes cast by all holders of the subordinate voting shares and multiple voting shares present or represented by proxy at the meeting, excluding all votes attached to the subordinate voting shares and multiple voting shares held by the company's CEO, representing 81.5% of the total votes attaching to all shares of the company. Third, as an MVS resolution, meaning a separate special resolution of the shareholders of the company's multiple voting shares outstanding. That being a resolution passed by at least two-thirds of the votes cast by all holders of multiple voting shares present or represented by proxy at the meeting. Finally, as an SVS resolution, meaning a special separate resolution of the holders of the subordinate voting shares, being a resolution passed by at least two-thirds of the holders of the company's subordinate voting shares, but excluding all votes attached to the subordinate voting shares held by the company's CEO, representing 4% of the total votes attaching to all the subordinate voting shares. The full text of the resolution is available as Schedule A to the information circular, which you may access via the Documents tab in the online meeting. Copies are also available on our website and on SEDAR. Unless there's substantial objection, I will dispense with the reading of the full resolution. Can I ask someone to move and second the motion to approve amending the company's articles as per Schedule A to the company's information circular? I move and second this motion. Thank you. I now open it up for discussion. I would ask Computershare to open the voting for the alteration of the company's articles now. If you have not already voted, please vote for this motion now. I would ask Computershare to close voting on this item. I declare this motion carried. The next item of the business is to give effect to the return of capital as described in the information circular and the supplement. I would ask the Secretary to explain how the resolution for the return of capital will be tabulated. The scrutineer will be tabulating this resolution in two ways. First, as a single class resolution, being a special resolution of the shareholders, which is a resolution passed by at least two-thirds of the vote cast by all holders of multiple voting shares and subordinate voting shares present or represented by proxy at the meeting. Secondly, by way of a minority resolution, being an ordinary resolution of the shareholders, passed by a majority of the votes cast by all holders of the subordinate voting shares and multiple voting shares present or represented by proxy at the meeting, but excluding all votes attached to the subordinate voting shares and multiple voting shares held by the company's CEO, representing 81.5% of the total votes attaching to all shares of the company. The full text of the resolution is available as Schedule B to the information circular, which you may access via the Documents tab. Unless there is substantial objection, I will dispense with the reading of the full resolution. There being no substantial objection, I now pass it back to the Chair to proceed to voting. Can I ask someone to move and second this motion? I move and second the motion. Thank you. I now open it up for discussion. As there is no discussion, I would ask Computershare to open the voting for the return of capital now. If you have not already voted, please vote for this motion now. I would ask Computershare to close voting on this item. I declare this motion carried. The formal items of the business as set out in the notice of meeting have now been dealt with. As there is no further business to come before the meeting, I declare the meeting to be terminated. Thank you everyone for attending. This concludes the meeting. You may now disconnect.
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