Lightspeed Commerce AGM 2026
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Transcript
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Good morning, ladies and gentlemen. My name is Manon Brouillette, Executive Chair of Lightspeed Board of Directors. I'd like to welcome you to Lightspeed's Annual and Special Shareholders' Meeting on behalf of management, our employees, and the Board of Directors. Good morning, everyone. My name is Manon Brouillette, Executive Chair of the Lightspeed Board of Directors. I'd like to welcome you to the Lightspeed Annual and Special Shareholder Meeting on behalf of management, our employees, and our Board of Directors, namely Ms. Dale Murray, our Lead Independent Director, Chair of our Compensation, Nominating and Governance Committee, and a member of our Audit Committee. Mr. Dax Dasilva, Founder, CEO, and a member of our Board of Directors. Ms. Nathalie Gaveau, a member of our Compensation, Nominating and Governance Committee. Mr. Glen LeBlanc, Chair of our Audit Committee and a member of our Risk Committee.
Mr. Sameer Samat, a member of our Compensation, Nominating and Governance Committee and Risk Committee. Mr. Odilon Almeida, Chair of our Risk Committee and a member of our Audit Committee, and myself, Manon Brouillette. We are holding this meeting virtually to reduce the company's environmental footprint and to give shareholders an equal opportunity to attend and participate. I'll begin by introducing the people with me. We have the pleasure of having with us today Mr. Dax Dasilva, our Chief Executive Officer, Ms. Asha Bakshani, our Chief Financial Officer, Mr. Dan Micak, our Chief Legal Officer and Company Secretary, and a team from TSX Trust Company, the company's transfer agent, and this meeting's scrutineers. Before we begin, I'd like to say a few words about today's proceedings.
Firstly, only registered holders and shares of record as of June 1st, 2026, or their duly appointed proxy holders are permitted to participate and vote at this meeting. Following the formal portion of the meeting, time permitting, the members of management here with me today will be available to answer your questions. Although the majority of this meeting will be held in English, please feel free to address the meeting attendees in English or in French. A live translation is also available for the participants of this virtual meeting. Even though most of this meeting will be held in English, we do invite you to ask your questions in either of those languages, English or French. We have simultaneous interpretation for all participants attending.
Shareholders who wish to communicate with members of the Lightspeed team here with me or who wish to present or ask a written or verbal question in respect to a motion may do so using the dialogue box on the Lumi virtual interface. As this meeting is held virtually, we will set out a few rules for the orderly conduct of the meeting. Questions can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service on the Lumi virtual interface. Verbal questions can be asked via phone by any registered shareholder or duly appointed proxy holder. To do so, please send your phone number and the subject of your question using the messaging tab in the Lumi virtual interface in order for a Lumi representative to dial you in. When asking a question, please state your name and the entity you represent.
Please confirm that you are a registered shareholder or a duly appointed proxy holder. Please indicate to whom your question is addressed, and please cover only one topic per question. Except for questions regarding procedural matters or questions directly related to a motion at hand, questions will only be addressed during the question period at the end of the meeting. We will not address questions at the meeting that are irrelevant to Lightspeed operations or to the business of the meeting or related to non-public information or repetitive of questions submitted by other persons, include offensive references, relate to proposals that were not previously submitted properly in accordance with Lightspeed bylaws or the Canada Business Corporations Act, or are out of order or not otherwise appropriate.
For the purpose of the meeting today, voting on all matters will be concluded by one single electronic ballot in accordance with the company's bylaws and the Canada Business Corporations Act. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all of the business items. When you are asked to vote, a voting tab will appear at the top of your screen. Click on it to access the voting panel. Discussions during today's meeting may contain forward-looking information about Lightspeed's outlook, objectives, and strategies to achieve them. These statements are based on assumptions and are subject to important risks and uncertainties. The Company's actual results could differ materially from any expectations discussed. A disclaimer regarding forward-looking information is on the current slide and can also be found on Lightspeed public disclosure record available on our website, SEDAR+, and EDGAR.
We will now proceed with the formal portion of today's meeting. I call to order the annual and special meeting of the shareholders of Lightspeed. In accordance with Lightspeed's bylaw, I will act as chair of the meeting, and Mr. Micac will act as secretary of the meeting. In addition, I have found our registered and transfer agent, TSX Trust Company, to act as scrutineers for this meeting. The scrutineers will report on the number of shares represented, both virtually and by proxy at this meeting. They will also count the votes and report the voting results. The matters to be discussed today are set out in Lightspeed's Management Information Circular dated June 26, 2026. This year, the company again used the notice and access procedures under Canadian Corporate and Securities Law to make available meeting materials to shareholders and sent a notice with all relevant information in that regard.
I will not read the notice of meeting since the meeting material are available on TSX Trust Company's online platform, on our website, and under the profile on SEDAR+ and EDGAR. Our transfer agent has attested to the proper mailing of the meeting materials. A copy of all meeting materials will be kept by the secretary with the records of the meeting. I have received the scrutineer's report on attendance at the meeting. The scrutineer's report indicates that at least two persons entitled to vote at the meeting and holding in aggregate at least 25% of the shares entitled to be voted at the meeting are attending the meeting themselves or by proxy. Consequently, the quorum requirements in the company's bylaws are met. A copy of the scrutineer's report in attendance will be filed with the records of the meeting.
Before moving to the proposed resolutions, I will explain the voting procedures. Each shareholder entitled to vote is entitled to one vote per share with respect to all matters to come before the meeting. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item through a single electronic ballot after all business items have been presented. When you are asked to vote, you will be prompted to vote on the Lumi virtual platform. You will only have a certain amount of time to do so. After you have registered your votes for all business items, the transfer agent will compile the results. Proxies received before this meeting allow management of the company to cast a significant number of vote.
Based on the number of shares represented at this meeting, the members of management here with me today will be able to determine the outcome of all motions that will go to a vote today. In order to keep the pace of the meeting, I may declare motions carried even though all the votes may not yet have been counted or a final report may not yet be available. To further expedite the meeting, Mr. Dax Dasilva, as a shareholder of the company, has agreed to move all motions on the formal agenda today in advance. Mr. Dan Micak, a shareholder of the company, has agreed to second those motions in advance. All motions have been duly moved and seconded in advance to ensure an efficient meeting. I now declare that this meeting was properly called for the transaction of business.
Our first item of business is the presentation of the company's audited consolidated financial statements for the fiscal year ended March 31st, 2026, as well as the auditor's report thereon. These financial statements and the auditor's report were included in the company's annual report and were made available to shareholders under our profiles on SEDAR+ and EDGAR on May 31st, 2026, and on TSX Trust Company's online platform on June 26th, 2026. I would ask the secretary to include the audited consolidated financial statements for the fiscal year ended March 31st, 2026, and the auditor's report thereon in the minutes of this meeting. Please note that we will entertain any questions with respect to the financial statements in the general question period only. We now move to the next item on today's agenda. The second item of business is the election of Lightspeed's directors.
The board of directors has determined that the number of directors to be elected at this meeting shall be seven. The term of office of the directors to be elected at this meeting begins today and shall continue until the next annual meeting of shareholders and until such time as successors have been duly elected or appointed. The Management Information Circular contains information on all seven nominees recommended for election as directors. All of the nominees are currently members of our board of directors. Registered shareholders and duly appointed proxy holders may vote for each proposed director's nominee individually. Each of the following nominees for election has been duly nominated to act as a director of the company.
Dale Murray, Dax Dasilva, Nathalie Gaveau, Glen LeBlanc, Sameer Samat, Odilon Almeida, and myself, Manon Brouillette. The affirmative vote required for electing each of the proposed nominees as directors is a simple majority of the votes cast at the meeting. Each of the person nominated has confirmed that he or she is prepared to serve as a director if elected by the shareholders, and each of the nominees qualifies under the provisions of the Canada Business Corporations Act and the bylaws of the company to serve as a director. The company has not received any notice of other nominations of persons for election as a director of Lightspeed pursuant to the company's bylaw relating to advance director nominations. As such, I hereby declare the nominations closed. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot.
We will, therefore, continue with the next item of business. The third item of business is the appointment of the auditors of the company for the coming year and the authorization of the directors of the company to fix the remuneration of the auditors. The audit committee and the board of directors recommend the reappointment of our incumbent auditors, PricewaterhouseCoopers LLP, as the auditors of the company for the coming year. It has been duly moved that PricewaterhouseCoopers LLP be appointed auditors of the company until the next annual meetings of shareholders, and that the board of directors may authorize to fix their remuneration. The fourth item of business is the non-binding advisory resolution on the company's approach to executive compensation.
The company is committed to ensure that shareholders fully understand the objectives, philosophy, and principles that the board has applied in its approach to executive compensation decisions, and to providing clear and comprehensive executive compensation disclosures to shareholders. The full text of the resolution to be adopted by the shareholders of the company is set forth on page 21st of the management information circular. As set out in the management information circular, in order for the resolution to be passed, it must be approved by at least a majority of the votes cast by the shareholders attending this meeting or represented by proxy. Since this is an advisory vote, the results will not be binding. However, the board and the compensation nominating and governance committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
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