Black Diamond Group Limited (BDI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Black Diamond Group Limited. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to the Chairman of the Board of Directors and Chief Executive Officer of the company, Trevor Haynes. Mr. Haynes, the floor is yours.

Thank you. Good afternoon, and welcome to the Annual Meeting of Shareholders of Black Diamond Group Limited. I'm Trevor Haynes, the Chairman of the Board of Directors and Chief Executive Officer of the company. At this time, I would like to introduce the other senior officers and directors of Black Diamond Group Limited present at the meeting today. The following members of our Board of Directors; Brian Hedges, Robert J. Herdman, Barbara J. Kelley, Edward H. Kernaghan, Leilani Latimer, Steven Stein and Robert Wagemakers. And the following senior officers: Toby LaBrie, our Executive Vice President and Chief Financial Officer; Ted Redmond, our Executive Vice President and Chief Operating Officer, Modular Space Solutions; Mike Ridley, our Executive Vice President and Chief Operating Officer, Workforce Solutions; and Patrick Melanson, our Executive Vice President and Chief Information Officer. We will be holding an investor call on the morning of Thursday, May 5, 2022, to provide investors and other stakeholders with an update on our operations. Details of the call are included in our press release dated April 13, 2022. With this virtual meeting format only registered shareholders and duly appointed proxy holders, who have signed into this online webcast will be able to vote on the resolutions tabled at this meeting. As this meeting is being held virtually via live webcast, I would like to set out a few rules for the orderly conduct of the meeting. Number one, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface; two, questions will be forwarded to the Chairman shortly after they are submitted, but will only be addressed if they relate to procedural matters or relate directly to the motions before the meeting; three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. The polls will be opened momentarily at which point registered shareholders and duly appointed proxy holders will be able to vote on each business item until polls are closed following the presentation of the business items. When the poll is open, they will be visible on the right-hand side of the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. The meeting will now come to order. I will ask to be -- I will be the Chairman of the meeting. I shall ask Scott Cochlan, our Corporate Secretary, to act as Secretary of the meeting and representatives of Computershare Trust Company of Canada to act as scrutineers. In order to ensure that the meeting covers all of the business for which it was convened within a reasonable period of time, we have prearranged with a number of persons attending to move and second certain motions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. I will now ask Computershare to open the polls for voting. The polls are now open. [Voting]

And at this time, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by selecting the for or withhold button next to each item to be voted on. I have received confirmation from Computershare that all materials in respect of the meeting were mailed to shareholders in compliance with applicable securities requirements. I direct that the affidavit, together with copies of the documents mailed to the shareholders, be kept by the secretary with the minutes of this meeting. The reading of the notice of the meeting will be dispensed with. I've also received a report of the scrutineers, which shows that there are 56 persons present at the meeting holding or representing by proxy, 59,986,194 common shares or 56.2% of the outstanding common shares entitled to vote at the meeting. I'll just pause there. I don't believe those numbers are correct. If we can get the correct number of shares being represented at 56.2%. I can confirm that there is a quorum present at this meeting and that this meeting is regularly called and properly constituted for the transaction of business. I direct that the scrutineer's report be kept by the Secretary with the minutes of this meeting. We'll clarify in a moment the number of common shares being represented. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered, and all resolutions will be voted on by electronic ballot through the online portal. So we do have 56.2% of the shares represented, which is 33,715,075 shares. We'll record that with the minutes of the meeting. As the first item of business, I would like to place before the meeting the audited consolidated financial statements of the company for the year ended December 31, 2021, together with the auditor's report thereon. A copy of these materials has been mailed to each registered shareholder who elected to receive such materials. It is now proposed to ask shareholders to approve the financial statements, which have been placed before the meeting. The next item of business is the election of directors of the company. The Board of Directors have fixed the number of directors to be elected at this meeting at 8. As noted in the information circular, the Board of Directors has adopted an Advance Notice By-Law, which provides a procedure to be followed for the nomination of directors at shareholders' meetings. There were no other nominations received within the requirements of the Advance Notice By-Law, therefore, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the information circular as directed by the Board. Therefore, Trevor Haynes, Brian Hedges, Robert J. Herdman, Barbara J. Kelley, Edward K. Kernaghan -- Edward H. Kernaghan, sorry, Leilani Latimer, Steven Stein and Robert Wagemakers are hereby nominated to act as directors of Black Diamond Group Limited until the next annual election of directors or until their successors are elected or appointed subject to the provisions of the Business Corporations Act Alberta and the bylaws of the company. In accordance with the company's majority voting policy, we will conduct the election on an individual basis for each director. As a result, the decision of this meeting on the election of directors will be conducted by way of a ballot, allowing registered shareholders and proxy holders to register votes for or to be withheld for each individual director. I will ask registered shareholders or duly appointed proxy holders who have not already done so to cast their votes through the online portal. The next and final item of business is the appointment of the company's auditors. I will now entertain a motion for the appointment of auditors of the company.

I move a motion that the firm of Ernst & Young LLP, Chartered Professional Accounts, be appointed auditors of the company for the next Annual Meeting of Shareholders or until their successors are appointed and that the directors of the company be authorized to fix the remuneration as such.

Thank you, Mr. Zhang.

I second the motion.