Canadian Utilities Limited (CU) Earnings Call Transcript & Summary

Good afternoon, everyone, and thank you for joining us. My name is Nancy Southern. I'm the Chair and Chief Executive Officer of Canadian Utilities Limited. Welcome to the Special Meeting of Holders of Class B common shares of Canadian Utilities. Today's webcast meeting is being held in this virtual format, which enables shareowners and duly appointed proxy holders to participate, submit questions and in the case of registered Class B share owners and their proxy holders to also vote in the meeting regardless of their location. Joining me today are Brian Shkrobot, Executive Vice President and Chief Financial Officer of Canadian Utilities; colin Jackson, Senior Vice President, Finance, Treasury and Sustainability; Kyle Brunner, Senior Vice President, General Counsel and Corporate Secretary; and Kurt Kadatz, Director, Corporate Communications. Canadian Utilities directors, members of our senior management team and a number of our employees are also joining us in the webcast. On the agenda today is the formal business described in the Notice of Meeting, which accompanied the Management Information Circular of Canadian Utilities dated November 15, 2023, a copy of which has been mailed to Class A and Class B share owners. During the meeting, Class A and Class B share owners and duly appointed proxy holders may submit questions regarding the formal business of the meeting by clicking on the Questions icon, typing in and submitting their questions. We will only address questions or comments that directly relate to the motion to be considered and at the appropriate time of the meeting. Any questions or comments appropriately related to the business of this meeting will be read out when there is a call to discuss the motion. In submitting your questions, please provide your name and e-mail address or phone number and whether you are a Class B share owner or a duly appointed proxy holder of Class B shares. Again, your question must relate to the formal business of the meeting, and we will handle your questions when there is a call to discuss the motion. If you are attending as a guest, you will not be able to ask questions during the meeting. Let us now move to the formal part of our meeting. I will now call this meeting to order. In accordance with the bylaws of Canadian Utilities, I will act as Chair of this meeting, and Kyle Brunner will act as Secretary. I will ask Jennifer Villareal and Christine Caleso of TSX Trust Company, our registrar and transfer agent to act as our 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 22, 2023, to the holders of Class A non-voting and the Class B common shares of record as of November 8, 2023. 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 applicable law. I've also been advised that the notice of this meeting and related materials were provided to the directors and the auditors of Canadian Utilities as well as to the director appointed under the Canada Business Corporations Act. 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. The business may be transacted at this meeting if at least two Class B share owners or duly appointed proxy holders, holding or representing by proxy, at least 25% of the outstanding Class B common shares are participating in the meeting. And the scrutineers have provided a report indicating that there are 91 registered Class B common share owners and proxy holders represented at this meeting. They represent 67,104,041 Class B common shares, being 98.16% of the total issued and outstanding Class B common shares. The scrutineers' report will be filed with the minutes of this meeting. Therefore, a quorum is present, and I declare 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. This is not intended to, in any way, preclude shareholder questions, but only to assist the efficient progress of the meeting. At this meeting, each Class B common share held as of the record date, November 8, 2023, is entitled to 1 vote. If you are a registered Class B 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. By voting during this meeting, you will be revoking any previously submitted proxy. If you're a registered Class B share owner or a proxy holder for a registered Class B shareowner who has not previously submitted a proxy, you can feel free to 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 B shareowners and proxy holders, that are logged on and wish to vote their shares may do so by clicking on the voting icon on their screen. The polls will remain open until just before the conclusion of the formal business of this meeting. If you are attending this meeting as a guest, you will not be able to vote. Owners of Class A non-voting shares and Class B share owners are entitled to ask questions regarding the business of the meeting. However, as I've mentioned, only Class B shareowners and proxy holders 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 Canada Business Corporations Act. 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 in Appendix A of the information circular. In order to be adopted, the arrangement resolution must be approved by not less than 66 and 2/3 of the votes cast at the meeting by Class B shareowners present or by their proxy holders. The arrangement resolution must also be approved by a simple majority of the Class B share owners, that are present virtually or represented by proxy after excluding votes cast by the excluded Class B share owners. And any other Class B share owner 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 B share owner. 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, Colin. May I have a seconder, please?

I am Brian Shkrobot and I'm a duly appointed Class B proxy holder, I second the motion.

Thank you very much, Brian. I will now ask Kurt Kadatz, Director, Corporate Communications; to confirm if any questions have been received on the webcast from shareowners or duly appointed proxy holders relating to this motion.

Thank you, Nancy. There are no questions on this motion. We have had one question just come in right now. The question is from Donna Humphreys. Donna's question is, " I'm a shareowner. Am I being disenfranchised from future voting if only holding Class A shares?".

Thank you very much for your question, Donna. You will not be disenfranchised. I think as you are probably well aware, ATCO holds more than 97% of the voting shares. And therefore, what we are trying to do here is actually give you much more liquidity and access to the market since there are very few voting shares that are trading on the market today. We feel that this administratively is a benefit to you, Class B shareholders as opposed to having to vote against already a more than 97% majority. I hope that answers your question, Donna. Kurt, are there any further questions?

There are no more questions to be addressed.

Okay. Thank you very much. Thank you, Donna, for your question and much appreciated. Now we will pause the meeting just briefly to allow the registered Class B share owners and duly appointed proxy holders to submit their votes online, and we will then close the polls. [Voting]

I've been informed by our Director of Communications that another question has come in. While we haven't quite closed the polls. So please go ahead, Kurt.

Thank you, Nancy. This question from Daniel Ganielle, who asks what will be the consequences on Class A owners?

That's a very good question, Daniel. It's a very immaterial impact on Class A share owners. In fact, less than 1% dilution as a result of the transfer of the Class Bs to Class A. And as many of you may be aware, since we started with our Class B shareowners, many have actually already converted into Class A to make sure that those shareowners have liquidity and access to the market in a much more efficient way than the Class B shareholders have today. So very immaterial impact on Class A share owners as a result of this vote. And I'll now continue to let -- we'll close the voting actually within the next 30 to 45 seconds or next minute, and we'll resume after we have the polls closed unless any other further questions in. Just take a pause here. Thank you. Okay. Now that everyone has had the opportunity to vote, I do declare that the polls are closed. And as a result, I'll take another brief pause for the scrutineers to tally the results. Well, thank you very much for all of those that have voted and sent in their proxies. I am advised that the preliminary voting results have been received and that the scrutineers report that the motion to approve the arrangement resolution has received the requisite number of votes 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 will be furnished by the scrutineers subsequent to the meeting and will be incorporated into the minutes of the meeting and Canadian Utilities will file the voting results in its profile on SEDAR. As that concludes the formal business to be conducted at this 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 may I also take this time to wish you a safe and peaceful holiday season and all the best of health and happiness in the new year. Thank you very much.