Brookfield Infrastructure Corporation (BIPC) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It is now 8 a.m. and time to begin the meeting of shareholders of Brookfield Infrastructure Corporation being held in connection with the reorganization of our company by way of a plan of arrangement. My name is Anne Schaumburg, and as Chair of the Board, it is my pleasure to chair today's meeting. The arrangement is designed to maintain the benefits of Brookfield Infrastructure's business structure while addressing proposed amendments to the Income Tax Act (Canada) that are expected to result in additional costs to our company, if no action is taken. For the purposes of the arrangement, we have created a new corporation, which has the same capital structure of our company and provides all of the same benefits that shareholders have today. As a result, following the arrangement, holders of Class A exchangeable subordinate voting shares, which we will refer to at this meeting as the Class A shares, will continue to own an economically equivalent security that provides the same economic benefits and governance as investing in our company today. Following the arrangement, we will rename our company, Brookfield Infrastructure Holdings Corporation, and the new corporation will be renamed Brookfield Infrastructure Corporation. Further information about the arrangement is detailed in the management information circular that was issued in connection with this meeting. These materials can be found on our website under BIPC Reorganization. On behalf of the Board and its management team, I would like to extend a warm welcome to everyone joining us today. Voting during the meeting will take place on our virtual meeting platform. I will now explain this process. Adoption of the motion requires the favorable vote of, one, at least 66.67% of the votes cast at the meeting or by proxy by the holders of each of the Class A shares and the Class B multiple voting shares, which we will refer to at this meeting as the Class B shares voting together; and two, at least 66.67% of the votes cast at the meeting or by proxy by the holders of Class A shares voting separately as a class; and three, at least 66.67% of the votes cast at the meeting or by proxy by the holders of Class B shares voting separately as a class. Every Class A shareholder that votes on the arrangement resolution will receive 1 vote in respect of each Class A share held at the close of business on October 21, 2024. For the vote of Class A and Class B shareholders voting together, holders of the Class B shares at the close of business on October 21, 2024, are entitled to cast, in the aggregate, a number of votes equal to 3x the number of votes attached to the Class A shares with the result that the Class A shares, as a class, collectively hold 25% of the outstanding votes and the Class B shares, all of which are held by a subsidiary of Brookfield Infrastructure Partners L.P., hold 75 % of the outstanding votes. For the vote of Class B shareholders voting separately as a class, every class B shareholder that votes on the arrangement resolution will receive 1 vote in respect of each Class B share held at the close of business on October 21, 2024. Voting will be open for the special resolution on the plan of arrangement, which I will refer to as the arrangement resolution throughout the meeting. This will allow you to choose to vote on the arrangement resolution immediately or wait until conclusion of discussion of the arrangement resolution prior to casting your vote. If you voted in advance of the meeting and do not wish to revoke your previously submitted proxies, then no action is needed. If you vote on any matter during the meeting, your previously submitted vote, in respect of the matter will be voted upon at this meeting, will be automatically revoked. To vote on a poll, click the voting tab on the left side of your screen. For those using a mobile device, the tabs are located at the bottom of your screen. The item to be voted on will appear in a column, and you can make your selection. A confirmation message will appear directly above the item once a vote is cast. We welcome questions from our shareholders, which may be submitted by typing the question into the virtual meeting platform using the messaging tab on the left side of your screen. For those using a mobile device, the tabs are located at the bottom of your screen. Please click the send arrow once you have finished typing your question. Michael Ryan, our Corporate Secretary, who is serving as moderator of this virtual meeting, will read out the question and ask a member of management to respond to it. If we receive many questions that are similar, we will read one of the questions and indicate that we have received many similar questions. If you connected to this meeting as a guest, you will not be able to submit a question at this meeting. We will endeavor to answer all questions submitted during the allotted time. We recommend that you submit your questions related to the motion being tabled as soon as possible as it may take time for the virtual meeting platform to process them. I will now call the meeting to order and would ask Computershare Trust Company of Canada by its representative, Shirley Tom, to act as scrutineer. I will also ask our General Counsel and Corporate Secretary, Michael Ryan, to act as Secretary of today's meeting. In the unlikely event of a technological failure that disconnects my audio from this meeting, Michael is appointed on behalf of the Board to step in as Chair of the meeting. In the event of a serious technological failure that prevents the meeting from continuing, the meeting will be rescheduled and you will be appropriately notified. As outlined in our management information circular, there is one item of business to be considered today: to consider a special resolution approving the plan of arrangement designed to permit our company to continue to benefit from our corporate structure formed in 2020 and as more particularly described in the management information circular. As mentioned, in connection with the business to be dealt with today, all voting will be conducted by online ballot through the virtual meeting platform. Voting is now open. In order to expedite today's meeting, I have asked certain shareholders to move the arrangement resolution. Although this procedure will assist in the handling of the matters, it is not intended to discourage anyone from submitting questions in reference to the arrangement resolution after it has been proposed. I'm advised that the notice calling this meeting and the management information circular were disseminated to voting shareholders in accordance with all applicable laws. I have asked the Corporate Secretary to keep a copy of the notice and proof of mailing with the minutes of this meeting. Based upon the scrutineers' preliminary report on attendance, the Corporate Secretary has confirmed that there is a quorum. I therefore declare the meeting properly constituted for the transaction of the business for which it has been called. The only item of business today is the approval of the arrangement resolution. This meeting is being held pursuant to an order of the Supreme Court of British Columbia, the full text of which is set forth in Appendix A to the management information circular. If the arrangement resolution is approved, the final hearing of the court to approve the arrangement is scheduled to take place on December 9, 2024, at 9:45 a.m. Pacific Time. As stated in the management information circular, the Board of Directors has recommended that shareholders vote in favor of the management arrangement resolution.

Madam Chair, I move that the arrangement resolution set forth in Appendix A of the management information circular be approved.

Thank you, [ Stevens ]. The resolution has been moved and the motion is now before the meeting for discussion.

Madam Chair, we have not received any questions or comments submitted in connection with the arrangement resolution.

Management has received proxies representing approximately 62% of the Class A shares and 100% of the Class B shares. These proxies direct management to vote 70% of the Class A shares and 100% of the Class B shares in favor of the arrangement resolution. I will now call for shareholders and proxy holders to submit their vote if they have not already done so. Voting is now closed on the arrangement resolution. I am advised that we have the results of voting on the arrangement resolution.

Thank you, Madam Chair. On the approval of the arrangement resolution, I declare the motion carried. The final voting results will be available after the meeting and posted to SEDAR+ at www.sedarplus.ca.

Ladies and gentlemen, that completes the business of today's meeting. Since there is no other business, this concludes our meeting.