Welcome to DAVIDsTEA's 2026 annual meeting. The meeting will come to order. I am Pat De Marco, Lead Director of DAVIDsTEA. Again this year, DAVIDsTEA asked all shareholders to vote by proxy prior to the meeting, which many of you have done, and to participate in this meeting by audio webcast. Thank you for joining us. We will now start the meeting. With the consent of the meeting, I will act as Chairman. Also, with the consent of the meeting, I will ask Neil Wiener of Fasken to act as Secretary of the meeting and Isabelle Vachon and Cassandra Vieira-Lopez of TSX Trust Company to act as scrutineers to report on the shareholders present in person and the number of shares represented in person or by proxy at this meeting, to compute the votes on any ballot taken at this meeting, and to report thereon to me as Chairman. We will first conduct the official business of this meeting, after which Sarah Segal, Chief Executive Officer and Chief Brand Officer of DAVIDsTEA, will provide an update on the company. There are several routine matters to be dealt with at this meeting. To expedite matters, I have arranged for certain persons to make and second the various motions. The election of directors and the special resolution to amend the articles will be by ballot. Unless a ballot is requested by a registered shareholder or a proxyholder, all other votes at this meeting will be conducted by voice vote. Based on proxy forms and voting information forms submitted prior to the meeting, I can report that all matters to be considered today will be adopted. I now ask the scrutineers to present their report, and I direct that the report be annexed to the minutes of this meeting as a schedule. Mr. Chairman, we, the undersigned scrutineers from TSX Trust Company, hereby report that there are at least 58 shareholders and/or proxyholders present at this meeting, representing in person or by proxy 19,585,594 common shares, being 64.08% of the total 30,566,001 common shares issued and outstanding of DAVIDsTEA Inc. signed Isabelle Vachon and Cassandra Vieira-Lopez. Thank you. The scrutineers' report shows a quorum to be present. I declare the meeting to be regularly constituted. The notice calling this meeting, together with the proxy form, management information circular, and related documents, have been mailed or made available to the company shareholders and mailed to the company's auditor. With the consent of the meeting, we will dispense with the reading of the notice and with the reading of the minutes of the last meeting of shareholders held on July 9th, 2025, and I direct that the minutes be taken as read and approved and that they be signed as being correct. The first item of business is the presentation of the annual report and financial statements and the auditor's report thereon. I now present to the meeting the annual report and consolidated financial statements of the company for the fiscal year ended January 31, 2026, and the auditor's report. Copies of such documents have been made available to shareholders. We will now proceed with the election of directors. I declare the meeting open for nominations and ask Frank Zitella to present his nominations. I nominate Jane Silverstone Segal, Sarah Segal, Susan L. Burkman, Pat De Marco, and Peter Robinson as directors of the company to hold office until the next annual meeting of share- As did other proxyholders. As all ballots have been submitted and tabulated, I now call upon the scrutineer to present the results of the vote on the election of directors. Mr. Chairman, I report that each of the five nominees have received the votes of at least 97% of all shares voted. Thank you. Based on those results, I declare that the five nominees have been elected as directors of DAVIDsTEA Inc. to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. DAVIDsTEA will issue a press release announcing the results shortly after this meeting. The next item of business is the appointment of an auditor. I ask Frank Zitella to present his motion. Be it resolved that Richter LLP, Chartered Professional Accountants, be and they are hereby appointed auditor of the company to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors and the directors be, and they are hereby authorized to fix such remuneration. I second that motion. All those in favor, please say aye. Aye. All those against, please say no. I declare the motion carried and that Richter LLP Chartered Professional Accountants have been duly appointed auditor of the company. The next item of business is a special resolution authorizing an amendment to the articles of DAVIDsTEA in order for DAVIDsTEA to obtain B Corp certification if deemed advisable by the board of directors of DAVIDsTEA. I ask Frank Zitella to present his motion Resolution in the form annexed Schedule A to this Management Information Circular of DAVIDsTEA dated May 7th, 2026, authorizing an amendment to the articles of DAVIDsTEA in order for DAVIDsTEA to obtain B Corp certification, if deemed advisable by the board of directors of DAVIDsTEA be, and it is hereby adopted. I second the motion. We will vote by ballot in order for the votes to be accurately compiled. Frank Zitella has already signed a ballot in his capacity as proxy holder, as have other proxy holders. All ballots have been submitted and tabulated, I now call upon the scrutineer to present the results of the vote on the special resolution to amendment of the articles of DAVIDsTEA. Mr. Chairman, we report that 17,977,716 shares were voted for the resolution, representing 99.27% of all shares voted. 131,547 shares were voted against the resolution, representing 0.73% of all shares voted. I declare the special resolution adopted. We have reached the end of the official business. We will now turn to an update from Sarah Segal, Chief Executive Officer and Chief Brand Officer of DAVIDsTEA. Thank you, Pat. Good morning, everyone. I am Sarah Segal, CEO and Chief Brand Officer of DAVIDsTEA. Now that the formal part of the meeting is over, we will move on to our management presentation. The slides for this presentation were posted this morning on our website under Investor Relations. Before I begin, I will direct you to our customary disclaimer regarding forward-looking statements on slide number three. Please note that the forward-looking statements in our presentation speak only as of today's date. We undertake no obligation to update or revise any of these statements unless required by law. If any non-IFRS financial measure is used in this presentation, a reconciliation to the most directly comparable IFRS financial measure will be detailed in our MD&A, which has been filed with Canadian regulatory authorities and is available on sedarplus.ca, as well as in the investor relations section of the company's website. As a reminder, all dollar amounts in this presentation are in Canadian dollars unless otherwise indicated. Fiscal 2025 reflects a fundamental reset in our business with a return to profitability on an IFRS basis, driven by disciplined execution, leaner cost structure, stronger margins, and a retail store-led omni-channel model. Net income reached CAD 2.9 million on consolidated revenue of CAD 61 million in 2025. Alongside IFRS profitability, sales increased 10.4% year-over-year, while comparable store sales improved 6.8%. For their part, online sales and wholesale channel revenues declined from last year. More on segmented channel sales later in my presentation. In terms of cash and cash equivalents, we closed the fiscal year in a solid position. We held cash of CAD 16.5 million at year-end, supported by a private placement of CAD 3 million and revenue-linked financing of CAD 2.7 million to invest in growth. Turning to our revenue breakdown on slide number five, brick-and-mortar sales grew 10.4% in fiscal 2025, driven by the continued pickup of in-store shopping behavior and the addition of three new stores in the province of Quebec during the past two years. Online sales, meanwhile, eroded during the past year due to the trade conflict between the United States and Canada. Accordingly, online sales decreased 7.6% in 2025 as trade tensions and tariff-related headwinds adversely affected cross-border volumes throughout the year. Following the U.S. government's decision to eliminate the de minimis trade exemption, which allowed goods under $800 USD to enter the country without paying duties or taxes, shipping orders from Canada into the United States became more complex and costly. The resulting customs friction created significant delays and a diminished consumer experience that contributed to a decline in U.S. sales. To align ourselves with new trade realities and build for growth in the United States market, we established a distribution platform in Chicago through a third-party logistics partner in March 2026. This fulfillment platform in Chicago, which complements our warehouse and logistics operations in Montreal, brings inventory closer to U.S. customers, improves service levels, and strengthens the company's ability to grow profitably south of the border. As a result, we anticipate U.S. sales will recover in fiscal 2026. In terms of wholesale channel sales, revenues decreased 8.4% in 2025, primarily reflecting the timing of replenishment orders across Couche-Tard, convenience stores, and DAVIDsTEA's grocery store partners. The underlying wholesale distribution footprint remains intact, and we're evaluating opportunities to expand our wholesale presence at strategic locations. In terms of geographic revenue mix on slide six, sales in Canada, which accounted for 88% of total sales in 2025, improved by CAD 0.8 million year-over-year on revenues from three new stores during the past two years and a higher comparable stores sales growth. These factors were partially offset by lower online and wholesale channel sales. In the United States, sales decreased by CAD 1.6 million, or 18.4% year-over-year, weighed down by the elimination of the de minimis rule exemption that adversely affected cross-border volume to the U.S. Looking ahead to fiscal 2026 on slide seven, our plan is clear. Retail is the growth engine of our omni-channel strategy. We believe the Canadian market can support a meaningfully larger DAVIDsTEA store footprint. If you recall, we operated more than 190 stores across Canada prior to the pandemic, and the majority were profitable. Following the opening of a new store at Laurier Québec mall in December 2025, four additional stores were planned across Canada in 2026. One store already held its grand opening at the Oshawa Centre in early June, while another store is scheduled for next month at the Square One Shopping Centre in Mississauga. In the second half, we intend to expand at the Southgate Centre in Edmonton and Metropolis at Metrotown in the Vancouver area. These high-profile, high-traffic locations are expected to generate strong unit-level returns. Our typical store is approximately 750 sq ft, with budgeted capital expenditures of CAD 400,000-CAD 475,000. Based on the performance of our existing store portfolio, we are targeting annual sales of CAD 1.2 million-CAD 1.4 million per location, with a four-wall contribution margin of approximately 25%. These projections imply a payback period of 15-18 months. Each new store also reinforces our omni-channel growth model, serving as a brand billboard and a demand driver across all channels. Once completed, they will raise our store count to 25 locations by the end of the fiscal year. Ultimately, with increased scale, our objective is to deliver sustained quarterly profitability. Last month, we reported our financial results for Q1 2026. On slide eight, we provide a summary of our performance. These latest results demonstrate the resilience of the business model that we built over the last two years. Despite a soft top line affected by U.S.-Canada trade tensions and a more cautious consumer on both sides of the border, we held our gross margin at 59.7% and expanded adjusted EBITDA margin by approximately 100 basis points to 12.5%. Overall, DAVIDsTEA generated adjusted EBITDA of CAD 1.6 million on revenue of CAD 13 million in the first quarter of 2026. Net income reached CAD 0.1 million, a CAD 0.3 million increase over the same period in 2025. Finally, as mentioned earlier, we established a U.S. fulfillment center with a third-party logistics partner in the first quarter, and we announced the consolidation of our Canadian operations at our Mount Royal facility next month to strengthen overall operational efficiency. Turning to our financial position on slide nine, we exited the first quarter with CAD 11.2 million in cash and cash equivalents, working capital of CAD 18 million, and our revenue-linked financing balance was reduced to CAD 0.4 million. We also benefited from the private placement secured last November to begin funding our store-led omni-channel growth strategy in 2026. Moving on to our sustainability efforts on slide number 10, we proposed a special resolution earlier at our annual meeting to seek B Corp certification for DAVIDsTEA. This certification process, which requires an amendment to the articles of the company, involves a rigorous third-party verification of social, environmental, and governance practices. It compels companies to balance purpose with profit. DAVIDsTEA is currently a member of the Ethical Tea Partnership, a global organization initiating systemic change for everyone involved in the tea industry. But we want to take the next step to build on years of sustainability efforts across our organization. By amplifying our sustainability commitment to our customers, we are driving a better understanding of our values. It's a win-win proposition and core to the brand's mission. Let's conclude with our key takeaways on slide number 11. We returned to profitability in fiscal 2025 with net income of CAD 2.9 million, and we intend to sustain that momentum in upcoming years with a disciplined, profitable growth strategy. The opening of four new stores across Canada in 2026 is underway, with a recent launch at the Oshawa Centre that will raise our store count to 25 by the end of the fiscal year. These new stores will continue to serve as brand billboards and demand drivers for our online and wholesale channels in their respective communities. We have taken decisive action to counter the erosion of online sales in the U.S. through the establishment of a fulfillment center in Chicago, which should initiate a gradual recovery in 2026. And we're encouraged by our adjusted EBITDA margin of 12.5% in the seasonally weak first quarter of 2026. This bodes well for delivering profitable growth for the rest of the fiscal year. Before opening the discussion for questions, I want to take this opportunity to give a heartfelt thanks to our employees for returning DAVIDsTEA to profitability in 2025. I would also like to thank our board members for their counsel and support during the past year. Finally, many thanks to our shareholders for believing in our management team and store-led omni-channel growth strategy. We would now be happy to take your questions. Over to you, Pat. Okay, we now come to the question period. Are there any questions from shareholders or proxy holders, either present at the meeting or through the webcast platform? I'm not seeing any questions. All right. If there's no further business, I will ask Frank Zitella to present his motion. Move the meeting be terminated. I second the motion. All those in favor, please say aye. All those against, please say no. I declare the motion carried and that this meeting is terminated. Thank you for your support of DAVIDsTEA.
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