Andrew Peller Limited (ANJ0.F) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Andrew Peller Limited. 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 the same. [Operator Instructions] It is now my pleasure to turn today's meeting over to Bruce McDonald, Chairman of Andrew Peller Limited. Mr. McDonald, the floor is yours.

Thank you, and good afternoon, everyone. Thank you, Krista. Welcome to the Virtual Shareholders Meeting of Andrew Peller Limited. I'd like to thank everybody for joining us virtually today. While we are having this meeting virtually this year, we will be holding a combination of both virtual and in-person meetings going forward. My name, to introduce myself, is Bruce McDonald, Chairman of the Board of Andrew Peller. And with me today are other members of our executive leadership team, Paul Dubkowski, Chief Executive Officer; Patrick O'Brien, our President and Chief Commercial Officer; and Renee Cauchi, our Chief Financial Officer. I would now like to call the meeting to order. Renee, would you please explain the virtual meeting protocols?

Yes. Thanks, Bruce. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. To allow for sufficient time for voting, the voting polls are now open. I'll remind you that only registered shareholders and duly appointed proxy holders who have properly logged in with their control number or username will be able to vote. I'll also remind you that if you are a registered shareholder and you have already voted by proxy, you do not need to vote again. If you have already voted by proxy and you vote again during the online ballot, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your proxy, do not vote again during the online ballot. To vote, simply click on your choice for or against as applicable. A confirmation message will appear to show your vote has been received. To change your vote before the polls close, simply change your selection. The votes you have submitted on each polling item at the time the polls close will be recorded and tallied by the scrutineers. Final voting results will be published in due course. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder with a valid log in using the instant messaging feature of the virtual interface. Registered shareholders, duly appointed proxy holders and guests are also able to submit questions during the meeting. Please indicate your name and confirm if you are a registered shareholder or a duly appointed proxy holder when asking a question. Due to timing, if we are not able to answer your questions during the meeting, a representative of the company will reach out to you following the meeting with a response.

Okay. Thank you, Renee. I would now like to introduce the 6 nominees for directors for the current year. All directors with the exception of our CEO, have served on the Board since February of 2024. I am currently Chairman of the Board, as I stated before, and I will be standing for re-election. In addition, we have Brian Bidulka; Daniel Cicerchi; Paul Dubkowski, our CEO, and he became a Director upon his appointment as CEO in July of 2024; Chris Tsiofas; and James Westlake. I would also like to welcome Peter Dalziel, our audit partner from PricewaterhouseCoopers; and Daniela Munoz, our scrutineer from Computershare. I hope I got your last names right. With the introductions complete, I would now like to call the meeting officially to order and continue with the formal agenda. I will serve as Chairman of the meeting, and Renee Cauchi will serve as Secretary. With your approval, I appoint Computershare Investor Services as our scrutineers. Copies of the notice of this meeting have been distributed to shareholders in accordance with applicable laws and prescribed procedures. The Secretary has placed before the meeting copies of the notice of the meeting, management proxy circular and the form of the proxy for the meeting, certifying that these documents were delivered to our shareholders. I have received an interim report from the scrutineers. At this meeting, there are 18 shareholders present or represented by proxy. In total, these represent 76.8% of the outstanding Class B shares represented by proxy and in person. I have been advised that there is a quorum present, and since the required notice of the annual meeting has been given, I declare the meeting to be regularly called and properly constituted for the transaction of business. In view of the necessity of attending to various formal corporate matters at this meeting as set forth on the agenda, the Secretary has requested certain shareholders and proxy holders propose various motions. While this procedure will assist and speed up the handling of formal matters, it should not discourage anyone from speaking in reference to any resolution after it has been proposed and seconded. Okay. Starting things off, I will now ask for a motion regarding the approval of the minutes of our last meeting.

Be it resolved that the minutes of the Annual Shareholders Meeting held on September 18, 2024, be taken as read and confirmed.

Do I have a seconder?

I second the motion.

Okay. Thank you. Are there any comments or questions? Okay. Hearing none. The next item of business is the election of directors to the Board of Directors for the company for the ensuing year. In accordance with the company's articles, the number of directors to be elected at this meeting is fixed at 6, and the individuals have been nominated for election as directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. I now declare the meeting open to the nomination of directors.

Mr. Chairman, I nominate each of the following individuals as directors of the company: Brian Bidulka, Daniel Cicerchi, Paul Dubkowski, Bruce McDonald, Chris Tsiofas, and James Westlake.

Since no further nominees were received by the company, I declare the nominations closed. Based on the preliminary results provided by the scrutineer, all nominees have received more for votes than against votes. And as a result, I declare the individuals nominated to be duly elected directors of the company to hold office until the next annual election of directors or until their successors are duly elected or appointed. The next item of business is the appointment of auditors for the ensuing year.

I move that PricewaterhouseCoopers LLP Chartered Professional Accountants be appointed auditors of the corporation to hold office until the next annual meeting or until their successors are duly appointed and the Board of Directors be authorized to fix the remuneration of the auditors.

Do I have a seconder?

I second the motion.

Based on the preliminary results provided by the scrutineer, PricewaterhouseCoopers LLP has received more votes for than withheld. As a result, I declare that PricewaterhouseCoopers LLP are reappointed as auditors of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed. The last item of business is the presentation of the annual report, including the financial statements of the company and the auditor's report for the year ended March 31, 2025. The Secretary has placed a copy of the annual report before the meeting. Copies were made available to all shareholders. At this point, the polls are now closed. This concludes the formal portion of the agenda, and I move now that we close the meeting. Do I have a seconder?

I second the motion.

Thank you. I would now like to declare the meeting formally closed. I'll now turn it over to our CEO, Paul, for closing remarks and to take questions that anyone may have. Over to you, Paul.

Thanks, Bruce, and pleasure to be with everyone today. I'd like to remind shareholders and guests that we have provided a recent update on our business results during our Q1 conference call, and we'll be providing our Q2 update on November 9. Materials, recordings and transcripts of these updates are available on our IR website at ir.andrewpeller.com. We will now open the floor for any questions.

Paul, it's Craig here. There are no questions at this time.

Okay. I appreciate it, Craig. And with no questions, before closing the meeting, I'd like to thank our shareholders for their ongoing support, our employees for their unwavering dedication and certainly our customers and consumers for their continued loyalty. I'll now pass it back to the operator.

Ladies and gentlemen, this does conclude the meeting. Thank you for your participation, and you may now disconnect.