ATCO Ltd. (8A6.MU) Earnings Call Transcript & Summary

Good morning, good afternoon and good evening, wherever you are to everyone on the call. Thank you for joining us. I'm Nancy Southern, Chair and Chief Executive Officer of ATCO. Welcome to the Special Meeting of holders of Class II voting shares of ATCO Limited. Today's meeting is being held virtually by webcast. The virtual format we are using enables shareowners and duly appointed proxy holders to participate, submit questions and in the case of registered Class II shareowners and their proxy holders to also vote in the meeting regardless of their location. Joining me today are Katie Patrick, Executive Vice President, Chief Financial and Investment Officer; Colin Jackson, Senior Vice President, Financial Operations; Kyle Brunner, Senior Vice President, General Counsel and Corporate Secretary; and Kurt Kadatz, Director, Corporate Communications. ATCO's directors, members of our senior management team and several of our employees are also joining us by participating in the webcast. On the agenda today is the formal business described in the Notice of Meeting, which accompanied the Management Information Circular of ATCO dated November 6, 2025, a copy of which was mailed to both Class I and Class II shareowners. During the meeting, Class I and Class II shareowners and duly appointed proxy holders may submit questions regarding the formal business of the meeting by clicking on the question icon, typing in and submitting their question. We will only address questions or comments that directly relate to the motion to be considered at this meeting and in such circumstances at the appropriate time of the meeting. Any questions or comments appropriately related to the business of this meeting will be read aloud when there is a call to discuss the motion. In submitting your question, please provide your name and e-mail address or phone number and whether you are a shareowner or a duly appointed proxy holder. If you are attending this meeting as a guest, you will not be able to ask questions or vote during the meeting. So let us now move to the formal part of our meeting. I now call this meeting to order. In accordance with the bylaws of ATCO, I will act as Chair of this meeting, and Kyle Brunner will act as Secretary. I will ask Jennifer Villareal and Kristine Calesso of TSX Trust Company, our registrar and transfer agent to act as scrutineers. I have received a declaration from TSX Trust Company, indicating that the notice calling this meeting and the accompanying proxy materials were sent on November 17, 2025, to the holders of Class I nonvoting shares and the Class II voting shares of record as at November 5, 2025 within the time period required by the interim order of the Court of Kings Bench of Alberta in respect of the proposed plan of arrangement and in accordance with the applicable law. I have also been advised that the notice of this meeting and related materials were provided to the directors and the auditors of ATCO as well as to the registrar appointed under the Business Corporations Act of Alberta. I direct that these declarations, together with the copies of the documents mailed to the shareowners be kept by the Secretary with the minutes of this meeting. I will dispense with the reading of the notice of this meeting. Business may be transacted at this meeting if at least 2 Class II shareowners or duly appointed proxy holders holding or representing by proxy, at least 5% of the outstanding Class II voting shares are participating in the meeting. The scrutineers have provided a report indicating that there are 29 registered Class II voting shareowners and proxy holders represented at this meeting. And they represent 11,990,339 Class II voting shares, being 96.5% of the total issued and outstanding Class II voting shares. The scrutineers' report will be filed with the minutes of this meeting. So I therefore declare that a quorum is present and the meeting to be regularly called and properly constituted for the transaction of business. Now in order to facilitate the business of the meeting efficiently, certain employee shareowners have been designated to move and second any motion. At this meeting, each Class II voting share held as of the record date of November 5, 2025, is entitled to 1 vote. If you are a registered Class II shareowner or a proxy holder and have submitted a proxy prior to the start of the meeting, your vote has been received, and there is no need to vote those shares during the meeting. Your previously submitted proxy will remain valid and your shares will be voted in accordance with your instructions. If you are a registered Class II shareowner or a proxy holder for a registered Class II shareowner who has not previously submitted a proxy, you can vote during the meeting. In order to streamline the voting procedure, we will open the polls now. At any time during the meeting, registered Class II shareowners and duly appointed proxy holders that are logged on and wish to vote their shares may do so by clicking on the voting icon on their screen. If you've already submitted a proxy and choose to vote at the meeting, your vote will not be duplicated. The scrutineers will count your vote at the meeting and revoke your previously submitted proxy. The polls will remain open until just before the conclusion of the formal business of the meeting. Owners of Class I nonvoting shares and Class II shareowners are entitled to ask questions regarding the business of the meeting. However, only registered Class II shareowners and proxy holders for Class II may vote on the resolution. The scrutineers will tabulate the ballots and the results will be announced at the end of the meeting. Now the only item of business at this special meeting is to consider, and if deemed advisable, approve a resolution in respect of a plan of arrangement under the Business Corporations Act of Alberta. Complete details of the plan of arrangement are set forth in the information circular. The resolution is referred to as the arrangement resolution in the information circular, and the full text of the arrangement resolution is set out at Appendix A to the Information Circular. Two voting thresholds must be met in order for the arrangement resolution to be adopted. First, the arrangement resolution must be approved by not less than 66 and 2/3% of the votes cast at the meeting by Class II shareowners present virtually at the -- present at the meeting or represented by proxy, up 66 and 2/3% of the Class II shareowners at the meeting. The arrangement resolution must also be approved by a simple majority of the Class II shareowners present virtually or represented by proxy after excluding votes cast by the excluded Class II shareowners, as described in the Information Circular and any other Class II shareowners whose votes are required to be excluded in accordance with Multilateral Instrument 61-101. May I have a motion in respect of the arrangement resolution, please?

My name is Colin Jackson, and I am a Class II shareowner. I move that the arrangement resolution in the form of resolution set out in Appendix A to the information circular be approved.

Thank you very much. Mr. Jackson. May I have a seconder, please?

I am Katie Patrick, and I'm a duly appointed proxy holder for Class II shareowners. I second the motion.

Thank you, Ms. Patrick. I will now ask Kurt Kadatz, Director of Corporate Communications, to confirm if any questions have been received on the webcast from shareowners or appointed proxy holders related to this motion.

Nancy, there are no questions on the motion.

Thank you Mr. Kadatz. Okay, then. We will now pause the meeting briefly to allow registered Class II shareowners and duly appointed proxy holders to submit their votes online, and we will then close the polls. [Voting]

Okay. Now that everyone has had the opportunity to vote, I declare the polls now closed. And we will pause again to allow the scrutineers to provide the voting results. Thank you. I am advised that the voting results have been received and the scrutineers have indicated that the motion to approve the arrangement resolution has received the requisite number of votes to surpass each of the voting thresholds for such motion to be passed. I accept the scrutineers' report and declare that the motion has been carried and that the special resolution has been approved. A final report on voting is to be furnished by the scrutineer subsequent to the meeting, and it will be incorporated into the minutes of the meeting, and ATCO will file the voting results on its profile on SEDAR+. Now that concludes the formal business to be conducted at this special meeting. I declare the meeting closed. I would like to thank each of you for taking the time to attend our special meeting of shareowners and wish you a happy, healthy and safe holiday season. Thank you very much.