Good morning, ladies and gentlemen. My name is Philip Fayer. I am the Chair of the Board and Chief Executive Officer of Nuvei Corporation, and I'm pleased to welcome you to Nuvei's Annual 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 right or ask questions during the meeting are currently displayed on your screen. I would 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'll be able to vote on each proposal up until the closing of the vote. After the last item of business, you will be notified when the voting period is over. If you have already voted by proxy, it is not necessary to vote again. Please note, 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 generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting. Provided, however, that questions that relate to 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 questions and then read the question aloud so that it may be heard by all, all of the shareholders, proxy holders, and guests present at the meeting. Questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be published or answered. Questions which are already answered or that are redundant or repetitive will not be published or answered. 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 31, 2022, and the independent auditor's report thereon will then be received. We will then elect the company's directors and proceed with the appointment of the company's independent auditor. Finally, we will consider and, if deemed appropriate, approve an ordinary resolution, a copy of which is reproduced under Schedule A of the Management Information Circular, to approve an amendment to the company's Omnibus Incentive Plan, increasing the number of subordinate voting shares the company's reserved for issuance under the plan from 10%-15% of all issued and outstanding Multi-voting shares and subordinate voting shares, and to approve all unallocated options, rights, or other entitlements under the Omnibus Incentive Plan. As provided for in the company's articles, each multi-voting share entitles a holder to 10 votes, and each subordinate voting share entitles a holder to one vote. At the meeting, the holders of subordinate voting shares and multi-voting shares will vote together as a single class. The meeting will conclude with a question period. Pursuant to the authority granted to us by the company's bylaws, I appoint Francine Beauséjour and Isabelle Vachon, representatives of the TSX Trust Company, as scrutineers of this meeting. The scrutineers have provided me with a copy of their 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 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 meeting, the Management Information Circular, and forms of proxy. These documents will be attached to the minutes of the meeting. As permitted under 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 the shareholders. Accordingly, I will dispense with the reading of the notice of the meeting, and I thus declare the meeting validly called and duly constituted for the transaction of business provided for in the notice of meeting. We will now begin the formal portion of the meeting. I refer you to the consolidated financial statements for the financial year that ended December 31, 2022, and to the independent auditor's 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 31, 2022, as well as the auditor's 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 section. The next item on the agenda is the election of directors. In accordance with the Management Information Circular, the following seven candidates have been nominated to be elected as directors of the company and to hold such office until the close of the next annual meeting of shareholders, or until their successors are duly elected or appointed. Mr. Timothy A. Dent, Ms. Maren Lau, Mr. David Lewin, 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 its 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 nominee. Since there are no other nominations, I move and second a motion to elect the directors. I now invite you to vote on the election of the directors. The next item on the agenda is the appointment of the auditor for the financial year ending December 31, 2023. Shareholders are asked to reappoint the auditor, PricewaterhouseCoopers LLP, until the next annual meeting of the shareholders, and to authorize the board to fix its remuneration. The audit committee of the board has approved, subject to 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 now invite you to vote on the appointment of the company's auditor. The next item on the agenda is a consideration approval of an ordinary resolution in respect to the company's Omnibus Incentive Plan. Shareholders are now asked to consider, and if deemed appropriate, to pass an ordinary resolution to approve an amendment to the company's Omnibus Incentive Plan in order to increase the number of subordinate voting shares of the company's reserve for issuance of grants under the plan from 10% to 15% of all multi-voting shares and subordinate voting shares issued and outstanding from time to time on a non-diluted basis. Moreover, in accordance with the applicable requirements of the TSX, the shareholders are also asked, as part of the ordinary resolution, to approve all unallocated options, rights, and other entitlements issuable under the Omnibus Incentive Plan. In light of the foregoing, and as more fully described in the Management Information Circular, the board determined that the amendment to the Omnibus Incentive Plan is in the best interest of the company and its shareholders, and unanimously recommended that shareholders vote for the ordinary resolution implementing such amendment. I move and second a motion that the ordinary resolution approving the amendment to the company's Omnibus Incentive Plan and all unallocated options, rights, and other entitlements issuable pursuant to the Omnibus Incentive Plan be adopted. I remind you that to be passed, the resolution must be approved by a majority of the votes cast at this meeting by holders of subordinate voting shares and multi-voting shares present, virtually or represented by proxy, who are entitled to vote at this meeting, voting together as a single class. I now invite you to vote on the approval of the resolution. Since we have covered all the topics on the meeting agenda, we will now take a short break in order to allow registered shareholders and proxy holders to vote if they have not already done so. I remind you that if you have already voted by proxy, it is not necessary to vote again. The scrutineers have provided us with a preliminary report. I thus declare that a majority of the votes cast by the holders of voting shares of the company were in favor of the election as directors of each of Mr. Timothy A. Dent, Ms. Maren Lau, Mr. David Lewin, Ms. 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 declare that the ordinary resolution to approve the amendment of the company's Omnibus Incentive Plan and all unallocated options, rights, and other entitlements issuable pursuant to the Omnibus Incentive Plan is hereby approved by a majority of votes cast by the holders of voting shares of the company. 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 questions. I would like to remind you that only registered shareholders or 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 the question as well as the name of the person who asked the question. Please limit your questions to topics relating to today's subject matter. Questions which were already answered or that are redundant or repetitive will not be answered. We have not yet received any questions, 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. As we have not received any questions, we have completed the business of the meeting. I now move and second that the meeting be concluded. Thank you.
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