Good morning, ladies and gentlemen. My name is Philip Fayer, and I am the Chair of the Board and Chief Executive Officer of Nuvei Corporation. I am pleased to welcome you to Nuvei's annual and special meeting of shareholders. I will be acting as chair of the meeting, and Lindsay Matthews, our general counsel and corporate secretary, will be acting as secretary. I'm also joined by David Schwartz, Nuvei's chief financial officer, who will be available to answer questions during the question period. Instructions on how to exercise your voting rights or ask questions during the meeting are currently displayed on your screen. I'd like to remind you that registered shareholders and duly appointed and registered proxy holders are the only persons entitled to participate, ask questions, or vote during the meeting. You will be able to vote on each proposal up until the closing of the vote after the last item of business. You'll be notified when the voting period is over. If you have already voted by proxy, it is not necessary to vote again. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. Questions will be addressed during the question period at the end of the meeting, provided, however, that the questions that relate to the procedural matters or to the motions before the meeting may be addressed during the meeting. If questions are asked, we will first identify the shareholder or proxy holder asking the question and then read the question out loud so that it may be heard by all of the shareholders, proxy holders, and guests present at the meeting. This year's meeting will be held in English. A French presentation and simultaneous French translation are also available. Certain forward-looking information within the meaning of applicable securities laws may be presented during the course of this meeting. We encourage you to review the cautionary statement relating to forward-looking information, which appears on your screen. I now declare the polls open on all resolutions. The agenda for today's meeting will be the following. We will begin with the appointment of scrutineers and the confirmation that a quorum is reached. The company's financial statements for the financial year ended December 31st, 2021, and the independent auditor's report thereon will be received. We will then elect the company's directors and proceed with the appointment of the company's independent auditor. Next, we will consider, and if deemed appropriate, approve a special resolution, a copy of which is reproduced under Schedule 1-A1 of the Management Information Circular in respect of the Plan of Arrangement affecting amendments to the company's articles to add in certain constrained security ownership provisions to facilitate compliance with applicable laws. Finally, we will consider, and if deemed appropriate, approve an ordinary resolution, a copy of which is produced under Schedule B1 of the Management Information Circular, confirming certain amendments to the company's General Bylaw required to administer the constrained securities ownership provisions and the amendments to the company's articles. The meeting will conclude with a question period. Pursuant to the authority granted to us by the company's bylaws, I appoint Francine Beaulieu and Philip Santos, representatives of the TSX Trust Company, as scrutineers of this meeting. The scrutineers have provided me with a copy of the report and informed me that we have a quorum since at least two persons holding at least 25% of the aggregate number of votes attached to all the voting shares are present or represented by proxy. The scrutineer's report will be given to the secretary of the meeting and attached to the minutes of this meeting. Also, I confirm that the secretary has provided me with a copy of the notice of the meeting, the Management Information Circular and proxy forms. These documents will be attached to the minutes of the meeting. As permitted under the Canadian securities laws, the company has used the notice and access regime to make available its meeting materials and sent a notice with all relevant information in that regard to holders of voting shares at the close of business on the record date. The company received confirmation from the TSX Trust Company that such document has been duly sent to all shareholders. Accordingly, I will dispense with the reading of the notice of the meeting. I thus declare the meeting validly called and duly constituted for the transaction of the business provided for in the notice of meeting. We will now begin the formal portion of the meeting. I refer to the consolidated financial statements for the financial year ended December 31st, 2021, and the independent auditor report thereon. These documents have been provided to any shareholder who requested them. We understand that you received these documents, and we will therefore not ask the secretary of the meeting to read them. We would like to remind you that the consolidated financial statements for the financial year ended December 31st, 2021, as well as the auditor report, are available under Nuvei's profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and on the company's website in the Investor Relations sections under the Financial heading. As previously mentioned, once we have addressed all the legal and technical items on the agenda, you will have the opportunity to ask your questions. The next item on the agenda is the election of directors. As provided in the company's articles, each Multiple Voting Share entitles the holder to ten votes, and each Subordinate Voting Share entitles the holder to one vote, and the holders of Subordinate Voting Shares and Multiple Voting Shares vote together as a single class. We will therefore hold the vote for Subordinate Voting Shares and Multiple Voting Shares as a single class. I will now ask Lindsay Matthews to indicate whenever we have received any questions on this item of business through the electronic platform. Mr. Chairman, I confirm that we have not received any questions on this item of business through the electronic platform. ...In accordance with the Management Information Circular, the following six candidates have been nominated to be elected as directors of the company and hold such office until the close of the next annual meeting of shareholders, or until their successors are duly elected or appointed. Mr. Michael Hanley, Mr. David Schwartz, Ms. Daniela Mielke, Mr. Pascal Tremblay, Mr. Samir Zabaneh, and myself, Philip Fayer. The company did not receive notice of any director nominations in connection with the meeting in accordance with the Advance Notice Bylaw. Accordingly, the only persons eligible to be nominated for the election to the Board of Directors of the company are the management nominees. Since there are no other nominations, I move and second the motion to elect the directors. I remind you that the holders of Subordinate Voting Shares and multi-voting shares will vote together as a single class on the motion for the election of each of the director nominees. We now invite you to vote on the election of the directors and remind you that it is possible to vote on all proposals on the agenda of the meeting up until the closing of the vote after the last item of business. The next item on the agenda is the appointment of the auditor for the financial year ending December 31st, 2022. Shareholders are asked to reappoint the auditor, PricewaterhouseCoopers LLP, until the next annual meeting of the shareholders, and to authorize the Board of Directors to fix his remuneration. I will now ask Lindsay Matthews to indicate whenever we receive any questions on this item of business through the electronic platform. Mr. Chairman, I confirm that we've not received any questions on this item of business through the electronic platform. The Audit Committee of the board has approved, subject to the shareholder confirmation, the appointment of PricewaterhouseCoopers LLP as the auditors of the company. I move and second a motion that PricewaterhouseCoopers LLP be appointed as auditors of the company until the next annual meeting of shareholders, and that the Board of Directors be authorized to fix the remuneration. I invite you to vote on the appointment of the company's auditor and remind you that it is possible to vote on all proposals on the agenda of the meeting, up until the closing of the vote after the last item of business. The next item on the agenda is a consideration and approval of a special resolution in respect of the company's Plan of Arrangement. Shareholders are now asked to consider, and if deemed appropriate, to pass a special resolution to approve a Plan of Arrangement under the Canada Business Corporations Act, that certain constrained ownership provisions to the company's articles. Due to the nature of the regulatory framework within which we operate, the rights to own Nuvei shares is subject to ownership restrictions and suitability requirements imposed by regulations in multiple jurisdictions worldwide. While these restrictions are summarized in our public disclosure documents, as a public company whose shares are freely tradable on the Toronto Stock Exchange and the Nasdaq Global Select Market, Nuvei does not currently have the ability to monitor and facilitate compliance should a shareholder accumulate a position in excess of these restrictions. As previously disclosed, any non-compliance can be significantly detrimental to the company and its subsidiaries, as well as persons seeking to acquire shares beyond applicable thresholds. Potential detrimental consequences include, without limitation, penalties and sanctions and the loss or denial of licenses required to conduct our business. In light of the foregoing, and after consulting with legal counsel, management of the company and the board determined that the most effective approach to facilitate compliance with these ownership restrictions and suitability requirements is to implement constrained security ownership provisions in our articles. The proposed amendments of the articles would be implemented by a court-supervised and approved Plan of Arrangement under the Canada Business Corporations Act. If they are adopted, such provisions will provide us with the right to redeem, repurchase, or force the sale of our shares if any of the applicable ownership restrictions are exceeded, as more fully described in the Management Information Circular. These amendments are being proposed solely to facilitate compliance with applicable laws and are not expected to affect the economic interests of any current shareholder. In light of the foregoing, and as more fully described in the Management Information Circular, the board determined that the amendments to the articles on the arrangement are in the best interests of the company and its shareholders, and unanimously recommended that shareholders vote for the special resolution implementing such amendments to our Plan of Arrangement. I will now ask Lindsay Matthews to indicate whenever we receive any questions on this item of business through the electronic platform. Mr. Chairman, I confirm that we've not received any questions on this item of business through the electronic platform. I move and second the motion that the special resolution approving the company's Plan of Arrangement be adopted. I confirm that the company has not received proposals for variation of the special resolution, and thus the special resolution shall be put forward to a vote without variation. I remind you that per the terms of the interim order granted by the Superior Court of Quebec on March 30th, 2022, relating to the Plan of Arrangement, to be passed, the special resolution must be approved by at least two-thirds of the votes cast at this meeting by holders of Subordinate Voting Shares and holders of Multiple Voting Shares present, virtually or represented by proxy, who are entitled to vote at this meeting, voting together as a single class. Note that even if the special resolution is approved by shareholders at this meeting, the implementation of the amendments to our articles, to our articles by way of plan arrangement, will remain subject to final approval of the Quebec Superior Court at a hearing scheduled for May 31st, 2022. I now invite you to vote on the approval of the proposals on the agenda of the meeting up until the closing of the vote after the last item of business. The final item on the agenda is a consideration and approval of an ordinary resolution in respect to certain amendments to the company's General Bylaw. Shareholders are now asked to consider, and if deemed appropriate, to pass an ordinary resolution confirming certain amendments to the company's General Bylaw required to administer the constrained securities ownership provisions of the proposed amendments to the articles of arrangement described during the previous item of business. The amendments to the bylaws add a new provision permitting the company to require any person believed to be interested in Nuvei shares to furnish a factual declaration regarding such person's ownership interest, as more fully described in the Management Information Circular. All other items of the existing Bylaw Number 2021, General Bylaw of the company, will otherwise remain unchanged. The amendments to the bylaw of the company have been unanimously approved by the board, and the board unanimously recommends that shareholders vote for the ordinary resolution implementing such amendments. I will now ask Lindsay Matthews to indicate whether we have received any questions on this item of business through the electronic platform. Mr. Chairman, I confirm that we've not received any questions on this item of business through the electronic platform. I move and second a motion that the ordinary resolution approving certain amendments to the company's General Bylaw be adopted. I confirm that the company has not received proposals for a variation of the resolutions, and thus the resolution implementing amendments to the company's General Bylaw will be put forth to a vote without variation. I remind you that to be passed, the resolution must be approved by a majority of votes cast at this meeting by holders of Subordinate Voting Shares and Multiple Voting Shares present, virtually or represented by proxy, who are entitled to vote at this meeting, voting together as a single class. We now invite you to vote on the approval of the resolution and remind you that it is possible to vote on all proposals on the agenda of the meeting, up until closing of the vote after the last item of business. Since we have now covered all the topics on the meeting agenda, we will now take a short break in order to allow registered shareholders and proxies to vote if they have not already done so. I remind you that if you already voted by proxy, it is not necessary to vote again. The scrutineers have provided us with the preliminary report. I thus declare that a majority of the votes cast by the holders of voting shares in the company were in favor of the election as directors of, of each of Mr. Michael Hanley, Mr. David Schwartz, Mrs. Daniela Mielke, Mr. Pascal Tremblay, Mr. Samir Zabaneh, and myself, Philip Fayer. I also declare that a majority of the votes cast by the holders of voting shares of the company were in favor of the appointment of PricewaterhouseCoopers LLP. I also declare that the special resolution implementing amendments to our articles through a Plan of Arrangement and the ordinary resolution implementing amendments to our General Bylaws are hereby approved as they have each been approved by the applicable requisite majority. The final voting results of each of these proposals will be filed on SEDAR and EDGAR as soon as they are available. We are now opening the question period. Mr. David Schwartz, Chief Financial Officer, and myself are available to answer your questions. I would like to remind you that only shareholders and proxy holders are entitled to submit questions. Please do so by typing in your question in the message section appearing on your screen. For each question we answer, we will read out loud the question as well as the name of the person who asked the question. Please limit your question to topics related to today's subject matter. Questions which were already answered or that are redundant or repetitive will not be answered. We have not received any questions yet, but we will take a short break to allow you to submit your questions, if any, by following the instructions that appear on your screen. We've not received any questions. As we have completed the business of the meeting, I now move and second that the meeting be concluded. In closing, I'd like to thank everyone for joining us today. It's been a pleasure executing on our 2022 strategies and looking forward to joining with you again next year. Thank you.
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