Hello, welcome to the special meeting shareholders of Recipe Unlimited Corporation. 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 company that you first obtain all required consents for disclosure, recording, transfer, and use of such personal information from all appropriate persons before you disclose. During this meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Paul Rivett, Chair of the Board of Directors of Recipe. Mr. Rivett, please, you go ahead. Thank you very much. Good morning, everyone. My name, as was stated, is Paul Rivett. I'm the Chair of the Board of Directors of Recipe Unlimited Corporation, and in accordance with the bylaws of the company, I will chair this meeting. On behalf of the company, it is my pleasure to welcome you to this special meeting of shareholders of the company. I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. This meeting is being held virtually via audio webcast. A few housekeeping matters to go through before we commence the business at hand. First, questions in respect of the motion can be submitted by any registered shareholder or duly appointed proxyholder of record using the instant messaging service of the virtual interface. Second, only questions regarding procedural matters or directly related to the motions before the meeting will be addressed during the meeting. Third, for the purposes of the meeting today, voting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote after the presentation of the business item. Fourth, the electronic ballot is open, and you are able to view the motion to be discussed at today's meeting and submit your vote, provided that you are validly logged into the Computershare virtual meeting platform with your control number and username. Please make sure to submit your votes before the electronic ballot closes. Fifth, if you validly submitted a proxy in advance of the meeting, you do not need to vote during this meeting. Your previously submitted proxy will remain valid, and your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. Lastly, if we encounter any technical difficulties with the audio webcast during the course of the meeting, please just remain logged on, and we will resume as soon as possible. We will now proceed with the formal portion of today's meeting. To expedite this formal part of the meeting, I will move the item of business and take such motion as seconded with no further action required. I now ask that the special meeting of the shareholders of the company come to order. I appoint Mr. David Blumberger, Vice President, Legal and General Counsel of the company, as Secretary of the meeting. With the consent of the meeting, I appoint the Computershare Trust Company of Canada, through its representatives, as scrutineers to compute the votes of any electronic ballots taken at this meeting and to report thereon to me as Chair of the meeting. Per the interim order of the Ontario Superior Court of Justice, (Commercial List), dated September 21st, 2022, herein referred to as the interim order, quorum for the transaction of business of this meeting is at least two shareholders, representing in person or by proxy at least 15% of the company's outstanding voting shares. I have the scrutineer's report on attendance confirming that there is a sufficient number of shareholders present in person or represented by proxy at this meeting to constitute a quorum. I direct that a copy of the scrutineer's final report on attendance be kept with the minutes of this meeting. I received an affidavit of mailing from our transfer agent that the notice of meeting, form of proxy, management information circular, and letter of transmittal were mailed to registered shareholders of the company in accordance with the interim order. Unless there is an objection, I will dispense with the reading of the notice of meeting. I direct that a copy of the notice of meeting with the affidavit of mailing be kept with the minutes of this meeting. Declare that this meeting is regularly called and properly constituted for the transaction of business. We will now move to the formal part of today's agenda. T he first and only item of business is to consider, and if deemed advisable, to pass a resolution to approve a plan of arrangement pursuant to which Fairfax Financial Holdings Limited, through its uncertain subsidiary, will acquire all of the issued and outstanding shares of the company other than those shares owned by Fairfax Financial Holdings Limited and its affiliates, and 9,398,729 multiple voting shares of the company owned by Cara Holdings Limited. The full text of the arrangement resolution is set out in Appendix A of the management information circular of the company dated September 21st, 2022. For all of the reasons set forth in the management information circular of the company, the company's board of directors has unanimously recommended that shareholders vote for the arrangement resolution. Per the interim order, the arrangement resolution must be passed by the affirmative vote of the following. First, at least two-thirds of the votes cast by the holders of multiple voting shares present or represented by proxy and entitled to vote at this meeting. Second, at least two-thirds of the votes cast by the holders of subordinate voting shares present or represented by proxy and entitled to vote at this meeting. Lastly, a simple majority of the votes cast by the holders of subordinate voting shares present or represented by proxy and entitled to vote at this meeting other than Fairfax Financial Holdings Limited and its affiliates, Cara Holdings Limited, and any other person required to be excluded for the purpose of such vote under Multilateral Instrument 61-101. I move that the arrangement resolution be approved. The motion is now on the floor. Mr. Secretary, have we received any questions or comments on the motion? No, Mr. Chair, we have not. As there are no questions or comments, discussion of the motion now closed. The electronic ballot is now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or username and wish to vote will be able to see on the screen the motion being brought forth at this meeting. As previously noted, if you are validly submitted a proxy in advance of the meeting, you do not need to vote during this meeting. Your previously submitted proxy will remain valid, and your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. Please register your vote now by clicking either for or against next to the electronic ballot if you have not already done so. We'll now give you all approximately two minutes to enter your votes, and I will then declare the voting closed on this special resolution. We have approximately 45 seconds left for voting. Thank you. Thank you for waiting. I have received the scrutineer's report and confirm that the special resolution approving the arrangement has passed. The final results will be announced in a press release and filed on SEDAR shortly. This completes the business of the meeting as set out in the notice of meeting. I'm advised by our secretary that there are no other matters of business to properly come before the meeting. As there is no further business to be brought before this meeting, I can declare that the meeting is terminated. While that concludes the formal part of this meeting, I'd now like to give you the heartfelt part. On behalf of management, particularly Frank, Ken, and David, our board of directors, and our employees, I would like to take the opportunity to thank everyone for attending the meeting today and for being shareholders of Recipe. Recipe became a public company as Cara Operations in 2015. While the name of the company was changed in May 2018 from Cara to Recipe, the company was always Cara, a company founded by the Phelan family. Phelan family gave us this great opportunity to be part of a Canadian institution. Under Fairfax, I think this great restaurant company and all of the restaurants inside the group with this great management team will carry on. We wish all of our employees, franchisees, customers, and all other stakeholders continued happiness and much success. Be well, all the best, and goodbye. Thank you very much. This concludes the meeting. You may now disconnect.
Loading workspace