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

Hello, and welcome to the 2024 Annual General and Special Meeting of Shareholders of Black Diamond Group Limited. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to introduce the Chairman and Chief Executive Officer of Black Diamond Group Limited, Mr. Trevor Haynes. Mr. Haynes, you may now proceed.

Thank you. Welcome to the Annual General and Special 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 directors and senior officers of Black Diamond Group Ltd. present at the meeting today, the following members of our Board of Directors, Brian Hedges, Robert Herdman, Barbara Kelley, Edward 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, and Mike Ridley, our Executive Vice President and Chief Operating Officer, Workforce Solutions. 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. First, questions in respect of the motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Second, 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. And third, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. The polls have been opened by our scrutineers and registered shareholders and duly appointed proxy holders, who have not already voted or who wish to change their votes, are able to do so on each business item until polls are closed following the presentation of the business items. The meeting will now come to order. I will be the Chairman of the meeting. I will ask Jennifer Wall of Torys LLP, to act as Secretary of the meeting and representatives of Odyssey Trust Company 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. As mentioned, the polls are now open. And at this time, all registered shareholders and newly 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. If a registered shareholder or proxy holder has already voted on all matters, there is no need to vote again unless you wish to change your vote on a matter. I have received confirmation from Odyssey Trust company that all materials in respect of the meeting were mailed to shareholders in compliance with applicable securities requirements. I directed 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 meeting will be dispensed with. I have also received a report of the scrutineers, which shows that there are at least 51 persons present at the meeting, holding or representing by proxy 40,064,560 common shares or 64.71% of the outstanding common shares entitled to vote at the meeting. I can confirm that there is a quorum present at this meeting and that this meeting is regularly called, properly constituted for the transaction of business. I direct that the scrutineers' report be kept by the Secretary with the minutes of this meeting. 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. 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, 2023 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 not 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 advanced notice bylaw, which provides a procedure to be followed for the nomination of directors and shareholder meetings. There were no other nominations received within the requirements of the advance notice bylaw. 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 Herdman, Barbara Kelley, Edward Kernaghan, 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. [Voting]

The next 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 Accountants, be appointed auditors of the company until 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, Ms. [indiscernible].

I second the motion.

Thank you, Mr. [ Zhang ]. I will ask registered shareholders or duly appointed proxy holders who have not already done so to cast their votes through the online portal. [Voting]

The next item of business is the approval of unallocated options under the option plan. I will now entertain a motion for the approval of unallocated options under the option plan as more particularly described in the information circular under the related heading. In order to be affected, the resolution must be approved by a simple majority of the votes cast by shareholders present at the meeting in person or by proxy.

I move a motion to approve the resolution set out in the information circular under the heading Approval of Unallocated Options under the option plan.

Thank you, Mr. Zhang.

I second the motion.

Thank you, Ms. [indiscernible]. I will ask registered shareholders or duly appointed proxy holders who have not already done so to cast their votes through the online portal. [Voting]

The next item of business is the approval of the issuance of common shares from treasury pursuant to the restricted and performance award incentive plan. I will now entertain a motion for the approval of the issuance of common shares from treasury pursuant to the restricted and performance in award incentive plan as more particularly described in the information circular under the related heading. In order to be effective, the resolution must be approved by a simple majority of the votes cast by shareholders present at the meeting in person or by proxy.

I move to approve the resolution set out in the information circular under the heading Approval of the Issuance of Common Shares from Treasury Pursuant to the Award Plan.