ANNUAL GENERAL MEETING June 28, 2017 DLS:TSXV Page 1
Agenda Business of the Meeting 1. Call to Order 2. Receipt of the Corporation’s financial statements, auditor’s report and management’s discussion and analysis for the year ending December 31, 2016 3. Election of directors 4. Appointment of auditors 5. Consideration of a special resolution to authorize the board to amend the Company’s articles of incorporation to consolidate all of the issued and outstanding common shares of the Corporation 6. Consideration of a special resolution to authorize the board to amend the Company’s articles of incorporation to change the name of the Corporation 7. Consideration of the omnibus plan as set out in Schedule “A” of the Information Circular 8. Other business 9. Termination Management Presentation Question & Answer Session Page 2
Disclaimer Certain information in this presentation is forward-looking and relates to Dealnet Capital’s anticipated financial position, business strategy, events and courses of action. Words or phrases such as “anticipate,” “objective,” “may,” “will,” “might,” “should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “target”, “goal”, “is set to”, “is designed to” or similar expressions suggest future outcomes. Forward-looking statements include, among other things, statements about: our expectations regarding our expenses, sales and operations; our future customer concentration; our anticipated cash needs and our estimates regarding our capital requirements and our need for additional financing; our ability to anticipate the future needs of our customers; our plans for future products and enhancements of existing products and services; our future growth strategy and growth rate; partnerships and transactions that are subject to negotiations; possible expansion into new markets and our anticipated trends, including the growth rate of our loan originations and challenges in the markets in which we operate. Such statements reflect our current views with respect to future events and are based on assumptions and subject to significant risks and uncertainties. Such assumptions include, without limitation, that Dealnet Capital will conduct its operations in a manner consistent with its expectations and, where applicable, consistent with past practice; the general continuance of current or, where applicable, assumed industry conditions; the continuance of existing (and in certain circumstances, the implementation of proposed) tax and regulatory regimes; our ability to conclude new partnerships or transactions in a satisfactory manner; certain cost assumptions; the continued availability of adequate debt and/or equity financing and cash flow to fund our capital and operating requirements as needed; and the extent of our liabilities. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Our actual results, performance or achievements could differ materially from those contemplated, expressed or implied in our statements as a result of various risk factors, including, but not limited to, business, economic and capital market conditions; market conditions and the demand and pricing; our relationships with our customers, business partners; our ability to conclude new partnerships or transactions in a satisfactory manner; competition in our industry; our ability to manage our growth; fluctuation in our quarterly operating results; and our dependence on key personnel. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither we nor any of our representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this presentation. Neither we nor any of our representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this presentation by you or any of your representatives or for omissions from the information in this presentation. Page 3
Election of Directors Page 4
Candidates for Nomination Harold Bridge Dr. Steven Small Richard Carl Joanne De Laurentiis Lead Director Executive Chairman Director Director Chair Audit Committee Ms De Laurentiis is an Dr. Small brings decades of Mr. Bridge is the Chairman & Mr. Carl has board experience in experienced senior executive and experience in identifying and Chief Executive Officer of Kathar numerous capacities for both Board member. Prior to retiring in building successful businesses in Enterprises Inc., a Toronto-based private and public companies where the “non Bank” asset finance 2016 as the President & CEO of firm that provides corporate he has served in roles as Executive sector as well as business and the Investment Funds Institute finance, mergers & acquisition Chair, Audit and Compensation (IFIC), she served as CEO of consumer service companies. Dr. and financial advisory services to Committee Chair as well as the Credit Union Central of Canada, Small recently retired from his national and international clients. Chair of Special Committees. His Mondex Canada and Interac. She position as a Co-Founder and Mr. Bridge currently serves on previous roles included the seed capital investor of Element currently serves on the Boards of the board of Element Financial, President of Credit Suisse First Financial Corporation, where he the Toronto Transit Commission, and is Chairman of the Element Boston Canada and Senior Vice Peak Financial Advisory Council, acted as Executive Vice audit committee. From 1976 to President and Director of Equity PIMCO Canada Independent Chairman. He also was a Co- 2006, Mr. Bridge served as a Sales and Trading for BMO Nesbitt Review Committee, the Canadian Founder, seed capital investor, partner in the financial advisory, Burns. Mr. Carl holds a Bachelor of and Director of Newcourt Credit Foundation for Economic audit and consulting services Commerce and Finance from the Group. Newcourt was, when Education, and the National News practice at Deloitte & Touche LLP University of Toronto and is a CFA Council where she is Vice-Chair. sold, the largest independent “non and as Executive Vice President charterholder. He was most She holds a Master’s degree in bank” asset backed finance and Director at Deloitte & Touche recently the President of AGS Political Science from Western company in the world. Corporate Finance Canada Inc. Capital Corp, a private family office University. and the Executive Chairman of Canada Fluorspar Inc, a TSX-V listed company. Page 5
Candidates for Nomination Tamara Paton John Radford Michael Hilmer Brent Houlden Director Chair CEO & Director Director Compensation Committee Ms Paton is strategy consultant Mr. Radford has held senior After several years with Wood Mr. Houlden is a retail strategy & advising executives in digital media, executive level positions in the Gundy financial services, Mr. operations consultant with deep e-commerce, and other innovative automotive sector at both Hilmer moved to MCI financial advisory skills. He consumer-facing sectors. She also Corporate and Retail spheres in Systemhouse with responsibility understands how digital and serves on the boards of Meridian the USA and Canada for over for large financial services mobile technologies have Credit Union, Mountain Equipment three decades and retired as customers. In 2000, Mr. Hilmer changed shopping patterns and Co-op, and ServoAnnex. Previously, Senior Executive Vice President founded Millennium Care, a call the path-to-purchase of Tamara held governance roles with of National Sales and Marketing centre outsourcing and software consumers. After 26 years as a Carson-Dellosa Publishing, the of Ford Motor Company of company. Mr. Hilmer acquired Deloitte partner, he retired from Canadian Automobile Association, Canada in 2000. That role carried the OC Communications Group the firm in November 2014 to co- and the Niagara Health System. direct and material P&L of Companies in 2008 and found CR Advisors – a Tamara began her career at TD responsibility in one of Canada’s successfully turned them into consulting boutique focusing on Securities and McKinsey & largest corporations. Currently, strong solutions provider for the formulating high impact and Company. She earned a Bachelor of Mr. Radford is the senior financial services, utilities, retail, practical business solutions. Mathematics from the University of Executive Auto Recruiter at the telecom and pharmaceutical Through his career, he led Waterloo and an MBA from The Marckis Group, Canada’s leading industries. Deloitte’s retail practice in Wharton School with a concentration exclusive auto executive Canada while serving numerous in marketing. She also holds recruiting company for retailers, consumer product Chartered Financial Analyst and international OEM’s and OEM’s companies, real estate Chartered Director designations. captive auto loan operations. developers and landlords. Page 6
ENGAGEMENT POWERED CONSUMER FINANCE June 28, 2017 Annual General Meeting – Management Presentation Page 7
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