Altus Group Limited (AIF) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Annual Meeting of the shareholders of the Altus Group. The Annual Meeting of the Altus Group is not in your plans today. Now it's a good time to hang up. I am Ray Mikulich. I'm the Chairman of the Board, and I'll be the Chair of today's meeting. On behalf of the Board and the management team, I thank you all for joining us today. We have a lot to cover, but we'll do it quickly. As I wrote in my shareholders letter, 2024 was a defining year for Altus, one of bold strategic transformation and initiative. Years of foundational work came to fruition. And with much of the heavy lifting behind us, the commercial realization of our strategic initiatives is now in full motion. First, I'd like to acknowledge the hard work of the management team, the leadership team and the employees, and I want to personally thank all of my fellow directors, all of whom have contributed greatly to the growth and progress we've made over the past year. As we celebrate Altus' 20th year as a public company, I could not be more excited about the road ahead. Despite the current economic and political uncertainty, the company remains strongly positioned to deliver long-term sustainable value creation. Frankly, it's at times like this that our products are more responsive to our clients' needs. I want to thank you all for your continued trust, support and engagement. It's vital to our long-term success. And with that, let's proceed to the business of today. As this meeting is being held virtually, I'll quickly recap some of the procedural matters. Only registered voters and duly appointed proxy holders may vote during the live meeting. If you already voted, there's no need to vote again. When you are asked to vote, a voting tab will appear on the webcast platform requesting you to cast your votes. You will only have a limited time to do so, so move quickly. Loading on all matters will be cast on a single electronic ballot. Registered shareholders or duly appointed proxy holders can ask questions during the meeting using the Instant Messaging feature on the webcast. There may be a slight delay in the publication of those communications. So please be patient. As we begin the business of the meeting, I ask Terrie-Lynne Devonish, the company's Chief Legal Officer and Corporate Secretary, to start with an important notice and reminder.

Thank you, Mr. Chair. The statements made during this meeting, which are not historical facts, are statements containing forward-looking information in respect of which various factors and assumptions were applied or taken into consideration. Our actual results could differ materially as a result of numerous risks and uncertainties, and reference should be made to our annual information form and most recent management discussion and analysis for a discussion of these and related risks. With that, I'll turn the meeting back to the Chair.

Thank you, Terrie. I'll now call this meeting to order, and we will start by addressing a few procedural matters. With the consent of the shareholders, I will act as the Chair of this meeting, Terrie-Lynne Devonish will act as the Secretary and TSX Trust Company, our transfer agent, by its representatives, will act as scrutineer of the voting. We will be dealing a number of formal and administrative matters today. And to keep things simple, I will move and second all motions unless I hear any objections. Hearing no objections, I ask now that Terrie-Lynne Devonish to please table the documents entitled Notice of the Meeting, the Form of Proxy, the Management Information Circular dated March 26, 2025, and the declaration of mailing, which provided services notice to all -- of all these materials on each shareholder of record of the company.

I confirm the tabling of the following documents: Notice of Meeting, Form of Proxy, Management Information Circular dated March 26, 2025, and declaration of mailing.

Copies of the meeting materials are available on our website and on the SEDAR+ website under our company's profile. I confirm that all of these documents have been delivered to each of the directors and the auditors of the company as well. Two or more persons holding or representing 25% of the votes attached to the common shares entitled to be voted at this meeting represent a quorum. And I have been advised that there are proxies representing more than 25% of all outstanding common shares of the company, and therefore, a quorum of shareholders of the company is present and this meeting is properly called and duly constituted for the transaction of business. Terrie, please include the declaration of mailing of the notice of the meeting and the scrutineer's final report on attendance in the minutes of the meeting. As mentioned at the beginning of this meeting, registered shareholders and duly appointed proxy holders will be asked to vote on each business item. Voting on each item of business that requires a vote will take place during this meeting. When you're asked to vote, the tab will be visible on the webcast platform requesting you to cast your votes. Following the completion of the voting on all business matters, the scrutineer will compile the votes, and the results will be reported at the end of the meeting. As the first item of business on the agenda for today's meeting, I now table the 2024 financial statements in the auditor's report of the financial statements. Copies of the statements are available on our website, on the SEDAR+ website under our company's profile and were mailed to the shareholders who requested them. The next item of business is the election of directors. As the company did not receive notice of any director nominations in connection with the meeting in accordance with its general Bylaw #2, and advanced notice of bylaw, the only persons eligible to be nominated for election to the Board of Directors of the company are the nominees described in the MIC. The nominees for election as directors of the Altus Group are Wai-Fong Au, William Brennan, Angela Brown, Colin Dyer, Michael Gordon, James Hannon, Anthony Long, Raymond Mikulich, Carolyn Schuetz, Thomas Warsop and Janet Woodruff. If elected, the nominees will hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. Now since there are no other nominations, I move and second a motion to elect the directors. The motion is now on the floor. Our corporate governance guidelines provide for the election of directors according to the company's majority voting policy, a full description of that policy is provided in the Management Information Circular for the meeting. As mentioned at the beginning of this meeting, voting today will be conducted on the single electronic ballot. You will be prompted to vote on the election of each director. Voting will now open on all of those resolutions. [Voting]

Unless there are any questions or discussions, I will move to the next item of business. That is the appointment of our auditor for the current year and authorizing the Board of Directors to fix the remuneration of the auditors. On the recommendation of the Audit Committee, the Board of Directors recommends the present auditor, Ernst & Young, LLP, be retained for the current year as auditors of the company. And I move and second that Ernst & Young LLP be appointed auditors of the company until the next annual meeting of shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor, and you may vote on the appointment of the auditors. And unless there's any questions or discussions, I will move on to the next item of business. [Voting]

Final item of the business is the approval of the nonbinding resolution, the full text of which is set out starting on Page 12 of the Management Information Circular that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders of the company accept the approach to executive compensation described in the Management Information Circular. The advisory vote is an opportunity for shareholders to have their say regarding our executive complication. I move and second that the shareholders of the company accept the approach to executive compensation described in the nonbinding advisory resolution that is in the Management Information Circular. And we should take it as read, and I move that it be approved. That motion is now on the floor, and you may cast your vote. Unless there are any questions or discussions, we will move on. [Voting]

Once again, I remind you that if you have already voted prior to attending the meeting by completing a proxy or building information form, there is no need to vote again. Only registered shareholders and duly appointed proxy holders may vote. And if you have signed in as a guest, you will not be able to vote. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. We will wait now a few more moments for the completion of the electronic balloting and then move on with the remainder of the meeting.

Mr. Chair the votes are now closed and I confirm that all votes have been received.

Thank you, Mr. Jacob. I have received the scrutineers preliminary report and confirm the following: Wai-Fong Au, William Brennan, Angela Brown, Colin Dyer, Michael Gordon, James Hannon, Anthony Long, Raymond Mikulich, Carolyn Schuetz; Thomas Warsop and Janet Woodruff have been elected as directors of the company to serve until the next annual meeting of the shareholders or until their successors are elected or appointed. The appointment of Ernst & Young LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. The nonbinding advisory resolution that the shareholders of the company accept the approach to executive compensation described in the Management Information Circular has also been approved. As the formal items of business as set forth in the Notice of Meeting have now been addressed, I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the meeting concluded. As announced on April 10, 2025, the company will be releasing earnings and conducting an earnings call after the market close tomorrow, at which time Jim Hannon and Pawan Chhabra, our CEO and CFO, will report on the financial performance and operations of the company. On behalf of the Board and the company, I'd like to thank you for your attendance today and for your continued support of the company. And with that, we can open the floor to questions from our shareholders. If you'd like to ask a question, please use the instant messaging feature on the webcast platform to do so. When asking your questions, please state your name, the entity you represent, if any, and confirm your status as a registered shareholder or a duly appointed proxy holder. Please limit your questions to topic relating to today's subject matter. And that allows enough time, and there are no questions. So thank you all for joining us today.