Good morning, ladies and gentlemen, and welcome to the special meeting of the shareholders of Nuvei Corporation. My name is Tim Dent. I am a Director of Nuvei and the Chair of the Special Committee of the Board of Directors of Nuvei. I will be acting as Chair of the meeting, and Lindsay Matthews, company's General Counsel and Corporate Secretary, will be acting as Secretary. I am also joined today by Mr. Samir Zabaneh, the Lead Director of the company, who will be available to answer questions during the question period. For the purpose of the meeting today, voting will be conducted by a single electronic ballot. I'd like to remind you that registered shareholders and duly appointed proxy holders are the only persons entitled to participate, ask questions, or vote during the meeting. You will receive a message on the Lumi Virtual Interface, inviting you to register your vote as soon as the polls are open. You will be able to vote on the proposal until the closing of the vote. 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 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. This special 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 related to the forward-looking information which appears on your screen. 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. We will then conduct the official business of the meeting. As set forth in our Management Information Circular, dated May 13th, 2024, as amended or supplemented from time to time, the purpose of this meeting is to consider and, if deemed appropriate, approve special resolution in respect to the proposed statutory plan of arrangement involving Nuvei and Neon Maple Purchaser, Inc., a newly formed entity controlled by Advent International LP, hereafter referred to as the Purchaser. Following the formal portion of the meeting, we will conclude with a question period. You may, however, ask questions at any time during the meeting via the Lumi Virtual Interface. Questions will be addressed during the question period, unless they must be addressed prior to voting. I would like to remind you that only registered shareholders and duly appointed 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 questions to topics relating to today's subject matter. Questions which were already answered or that are redundant or repetitive will not be answered. Questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting will also not be addressed. Pursuant to the authority granted to us by the company bylaws, I appoint Francine Beauchesne and Jenny Konkam, representatives of TSX Trust Company, as the 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 voting shares of Nuvei are virtually present or represented by proxy. The scrutineers 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 Notice of Meeting, the Management Information Circular, and Forms of Proxy. The Notice of Meeting and the accompanying Management Information Circular were mailed on or before May 17th, 2024, to all of those entitled to receive them in accordance with the Canada Business Corporations Act and the interim order of the Superior Court of Quebec, Commercial Division, dated May 13th, 2024, which I will hereafter refer to as the interim order. I have here the affidavits of mailings of Broadridge Financial Solutions and of TSX Trust Company, Nuvei's transfer agent, indicating that the Notice of Meeting, the Management Information Circular, and the forms of proxy, were properly mailed to the registered and beneficial holders of shares of Nuvei. The Secretary of the company has also confirmed that the Notice of Meeting and Management Information Circular were sent to the company's Auditors and Directors. Unless there are any objections, I will dispense with the reading of Notice of Meeting and direct that a copy of the Notice of Meeting and the accompanying Management Information Circular, with the proof of mailing, be annexed to the minutes of this meeting. I now declare that this meeting has been duly called and properly constituted for the transaction of business. The only item of business for this meeting is the consideration and, if deemed appropriate, the approval of the arrangement resolution, being a special resolution in respect of the plan of arrangement involving Nuvei and the Purchaser, a copy of which is set out as Appendix A to Nuvei's Management Information Circular. Pursuant to the arrangement resolution, shareholders are asked to approve a plan of arrangement under the Canada Business Corporations Act, pursuant to which the Purchaser will acquire all of the shares of Nuvei. If the arrangement becomes effective, each shareholder, except for any dissenting shareholders and rollover shareholders, will be entitled to receive $34 in cash per share. Philip Fayer, Novacap, and CDPQ, have agreed to sell their shares in exchange for a combination of cash consideration and shares in the capital of the Purchaser or an affiliate thereof. A more detailed description of the arrangement, as well as the full text of the plan of arrangement and the arrangement resolution, are set forth in the Management Information Circular. In order to be effective, the arrangement resolution must be approved by, one, at least 66 2/3% of the votes cast by the holders subordinate voting shares, virtually present or represented by proxy at the meeting, voting together as a single class, with each subordinate voting share being entitled to one vote and multiple voting shares being entitled to 10 votes. Two, not less than a simple majority of the votes cast by holders multiple voting shares, virtually present or represented by proxy at the meeting. Three, not less than a simple majority of the votes cast by holders subordinate voting shares, virtually present or represented by proxy at the meeting. Four, not less than a simple majority of the votes cast by the holders subordinate voting shares, virtually present or represented by proxy at the meeting, excluding subordinate voting shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101, namely, the subordinate voting shares held or over which control or direction is exercised directly or indirectly by Mr. Philip Fayer. And five, not less than a simple majority of the votes cast by holders multiple voting shares, virtually present or represented by proxy at the meeting, multiple voting shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101, namely, all of the issued and outstanding multiple voting shares. In the interim order, the court declared that the minority approval of the holders of multiple voting shares is satisfied by virtue of the fact that there are no holders multiple voting shares who are eligible to cast a vote thereunder, as all holders multiple voting shares are interested parties within the meaning of Multilateral Instrument 61-101, and must be excluded from such vote. For all of the reasons stated in the Management Information Circular, the Special Committee and the Board of Directors of Nuvei, with Messrs. Philip Fayer, Chair and Chief Executive Officer of the company, Pascal Tremblay and David Lewin, having abstained from voting, each has unanimously recommended that the shareholders vote in favor of the arrangement resolution. In accordance with the interim order, each registered holder of shares of Nuvei, whose name was entered on the central security register of Nuvei at the close of business on the record date, being May 9th, 2024, is entitled to vote on the arrangement resolution. Unless there are any objections, I will dispense with the reading of the resolution. I will now ask Lindsay Matthews to indicate whether we have received any questions relating to 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. Thank you, Lindsay. I understand that Mr. Samir Zabaneh, a shareholder and duly appointed proxy holder of Nuvei, is disposed to move and second a motion to approve the arrangement resolution. Thank you, Mr. Chairman. My name is Samir Zabaneh, and I'm a shareholder and a duly appointed proxy holder of the company. I hereby move and second a motion that the arrangement resolution, being a special resolution in respect of the plan of arrangement involving Nuvei and the Purchaser, be approved. Thank you, Samir. Note that even if the arrangement resolution is approved by shareholders at this meeting, in order to become effective, the arrangement remains subject to final approval of the Superior Court of Quebec, Commercial Division at a hearing scheduled for June 20th, 2024, as well as the satisfaction or waiver of other closing conditions provided for under the arrangement agreement. We will now take a short break in order to allow registered shareholders and duly appointed proxy holders to vote on the arrangement resolution. If you have not already done so, please register your vote by accessing the voting page and pressing for or against the arrangement resolution. I remind you that if you have already voted by proxy, it is not necessary to vote again. The voting period is now closed for the item of business on the meeting agenda. The scrutineers have provided us with their preliminary report. I thus, I thus declare that the arrangement resolution has been duly carried by the applicable requisite majorities of the votes cast by the shareholders virtually present or represented by proxy, or represented by proxy, and entitled to vote at this meeting. The final voting results in respect to the arrangement resolution will be announced and filed on SEDAR+ and EDGAR as soon as they are available. We are now opening the question period. Mr. Samir Zabaneh, Lead Director, and myself, are available to answer your questions. I would like to remind you that only registered shareholders and duly appointed 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. Questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting will also not be addressed. We confirm that we have not received any questions. As there is no further business to be brought before this meeting, I now move and second that the meeting be concluded. On behalf of management, the Board of Directors, and our employees, I would like to take the opportunity to thank everyone for attending the meeting today.
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