Hello, and welcome to the annual meeting of shareholders of Points.com 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 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 corporation that you first obtained all required consents for the disclosures, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to David Adams, Chair of Points.com Inc. Mr. Adams, the floor is yours. Thank you, operator. Good afternoon, and welcome to the 2022 annual meeting of Points.com Inc. My name is David Adams, Chairman of Points, and I will be the chair of this meeting. As you are aware, today's meeting is being held in a virtual-only format. Although we are disappointed that we can't see each of you today, we adopted this approach to mitigate the risk to our shareholders, management, employees, and other stakeholders associated with the global COVID pandemic. This format allows registered shareholders and duly appointed proxy holders an equal opportunity to participate, ask questions, and vote regardless of physical location, which would otherwise be impossible in these unprecedented times. As described in detail in the management information circular for today's meeting, registered shareholders who held shares as of the close of business on March 24, 2022, the record date for this meeting, and their duly appointed proxy holders are entitled to vote at this meeting. Our circular and other proxy materials contain full details about how to register yourself or a proxy holder to participate in today's meeting. If you're not a registered shareholder or a duly appointed proxy holder, you are attending this meeting as a guest. Guests will be able to listen to the meeting but will not be able to ask questions, communicate, or vote. Before we begin the formal business of the meeting, I would like to acknowledge the other members of the board and our senior management leadership team who are joining today's meeting remotely. Given the virtual format of this meeting, you won't be able to see or directly engage with these individuals who are currently listening to the meeting. I would now like to call the meeting to order. Domenic DiCenso, our General Counsel and Corporate Secretary, will act as Secretary of the meeting, and Josette Koevoets of Computershare will act as scrutineer. Notice of the meeting and the accompanying management information circular were mailed to shareholders on April 13, 2022. I will dispense with the reading of the notice. Under our governing laws and our bylaws, registered shareholders and duly appointed proxy holders who are participating in today's virtual meeting are deemed to be present at the meeting for all purposes, including for the purposes of establishing quorum. I am advised that a quorum is present, and the meeting is properly constituted. A copy of the scrutineer's final report on attendance will be filed with the records of this meeting. As proper notice of the meeting has been given, and we have established a quorum for the meeting, I now declare this meeting to be duly convened. As we move through our agenda to consider each formal item of business, I will give registered shareholders and duly appointed proxy holders an opportunity to ask questions. If you have a question, you may type in your question in the message section that will be present on your screen throughout the meeting. When entering your questions, we ask that you state your questions as clearly as possible and specify the item of business that your question relates to so that we can ensure it's considered and addressed. We would also ask that you ask one question at a time in order to ensure all registered shareholders and duly appointed proxy holders have an opportunity to have their questions considered. During the formal business of this meeting, your questions should be limited to the specific motion or item of business before the meeting at that time. All proper questions that are relevant to the item of business being discussed will be read out loud by Erick Georgiou, Points' Chief Financial Officer, and responded to while that item of business is before the meeting. We will conduct the votes on the matter before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect to each share entitled to be voted on the matter and held by that shareholder. Shareholders and proxy holders that voted in advance of the meeting do not need to complete the ballot or take any further steps to cast their votes unless you wish to change your vote, as your prior vote has already been recorded. If you do vote by ballot at today's meeting, then that will automatically revoke your prior vote or any prior proxy granted. On behalf of the board, I want to thank those shareholders who submitted their proxies in advance of today's meeting, which will be voted by the named proxy nominees in accordance with any voting instructions that were provided. With respect to each of the matters before this meeting, the outcome of the vote is clear based on the proxies that have been filed and the attendance at the meeting. To facilitate the meeting, certain shareholders or proxy holders have been asked to move or second certain resolutions. I will call on them at the appropriate times. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. Once discussion on all items of formal business is concluded, I will give you a few additional moments to finalize your votes and then declare voting closed on all resolutions so that the scrutineer can tabulate the results. I will provide results of voting at the end of the meeting based on information provided by our scrutineers. The final voting results will be released after the meeting in accordance with our usual practices, applicable laws, and stock exchange requirements, and will be available under our profile on SEDAR. SEDAR. I now declare the polls open on all resolutions. I will now proceed with first item of business and place before the meeting the 2021 audited financial statements and the auditors' report thereon. Copies are available on our website and on Points' SEDAR profile for anyone who wishes to see them. There is also a link to the 2021 financial statements on your virtual meeting browser. The next item of formal business is the election of directors to Points' board. As described in our management information circular, the directors have determined that the number of directors to be elected to the board at this meeting is eight. You will be asked to vote for each director individually, in accordance with the company's majority voting policy, which is described in our management information circular. I will begin by opening nominations for the election of directors. Rob MacLean, would you please make a motion nominating those persons listed in the management information circular, each of whom has agreed to serve as a director if elected? Mr. Chair, this is Rob MacLean. I nominate David Adams, Christopher Barnard, Michael Beckerman, Bruce Croxon, G. Scott Goldbloom, John Thompson, Leontine van Leeuwen-Atkins, and myself. Thank you. Would Christopher Barnard please second the motion? Mr. Chair, this is Christopher Barnard. I second the motion. Thank you, Christopher. Are there any questions with respect to the nominees? As a reminder, if you have a question relating to the motion nominating each of the directors, please type it in now. We will pause for a moment. Mr. Chair, this is Erick Georgiou speaking, and we have no questions at this time. Thank you, Erick. Under Points' bylaws, shareholders are required to give 30 days advance notice of their intention to nominate any other directors at the meeting. As no notices were received, I now ask Rob MacLean to move a motion that nominations be closed and Christopher Barnard to second the motion. Mr. Chair, this is Rob MacLean. I move that the nominations for directors be closed. Thank you, Robert. Would Christopher Barnard please second the motion? Mr. Chair, this is Christopher Barnard. I second the motion. Thank you, Christopher. I declare the nominations closed. I now call for a vote on the resolution before the meeting. Would all registered shareholders and duly appointed proxy holders please enter your votes in the virtual meeting platform under the Vote tab if you have not already done so. We will pause for a moment. Thank you. The last item of business is the reappointment and remuneration for auditors for the current year. Rob MacLean, will you please move in this regard? Mr. Chair, this is Rob MacLean. I move that KPMG be reappointed as the auditors of the corporation to hold office until the close of the next annual meeting of shareholders, or until their successors are elected or appointed at a remuneration to be fixed by the board of directors. Would Christopher Barnard please second the motion? Mr. Chair, this is Christopher Barnard. I second the motion. Thank you, Christopher. Are there any questions with respect to the appointment of the auditors? As a reminder, if you have a question relating to the appointment and remuneration of the auditors, please type it in now. Mr. Chair, this is Erick Georgiou speaking. We have not received any questions at this time. Thank you, Erick. I now call for a vote on the resolution before the meeting. Would all registered shareholders and duly appointed proxy holders please enter your votes in the virtual meeting platform under the Vote tab if you have not already done so. I will pause for a moment. Thank you. This concludes the business of the meeting. I will give all those casting votes two additional minutes to submit their vote, at which time the polls will close. The polls are now closed. We will now take a brief recess to allow the scrutineer to tally the votes. Please remain online and logged into the meeting during this time. The scrutineer has presented their report and advises that all resolutions have been approved by at least a majority of votes cast at the meeting, in person or by proxy, as required. Accordingly, I declare all resolutions have been carried. The final voting results will be released after the meeting in the usual format and will be available under our profile on SEDAR. If there's no further business for this meeting, I will request a motion to close the meeting. I will pause for a moment to allow questions. Mr. Chair, this is Erick Georgiou speaking, and we have no questions at this time. Thank you, Erick. I will now ask Rob MacLean to bring a motion to terminate the meeting, and Christopher Barnard to second the motion. Mr. Chair, this is Rob MacLean. I move that the meeting be terminated. Would Christopher Barnard please second the motion? Mr. Chair, this is Christopher Barnard. I second the motion. Thanks, Christopher. Before signing off, I want to take this opportunity on behalf of the entire board and our senior management team to thank you for joining us today and for your continued support of Points during these unprecedented times. We look forward to continuing to engage with you. I now declare the meeting formally closed. Thank you. This concludes the meeting. You may now disconnect.
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