Corus Entertainment Inc. (CJRB) Earnings Call Transcript & Summary

Good morning. I would like to welcome everyone to the Corus Entertainment Inc.'s 2026 Annual General Meeting of Shareholders. I will now turn the meeting over to Heather Shaw, Non-Executive Chair of the Board of Directors of Corus Entertainment. Please go ahead.

Thank you, operator, and welcome, everyone. My name is Heather Shaw, and I will be the Chair of today's meeting. With me today from the company are John Gossling, Chief Executive Officer; Jennifer Lee, Chief Administrative and Legal Officer and Corporate Secretary. On behalf of the company, I would like to welcome you to the Annual General Meeting of the company. I will ask Jennifer Lee to review some rules of conduct before we begin the business of the meeting.

Thank you, Madam, Chair. I will share a few rules to ensure the orderly conduct of the meeting. If you are a shareholder that has logged in with a control number, instructions will appear on your screen about how to ask questions. Holders of Class A voting shares will also see the voting procedure in the web portal. Holders of Class B nonvoting shares will not see this voting screen. Shareholders and proxy holders who entered the meeting with a control number may submit questions in writing at any time during the meeting by following the instructions in your web portal. We will respond to questions received if they pertain to procedural matters are directly related to motions before today's meeting. For the purpose of today's meeting, voting will be conducted by electronic ballot. When the polls for resolutions are opened, Class A voting shareholders receive a message on the virtual interface requesting that they register their votes. You will only have a certain amount of time to do so when the polls are open. If you have properly submitted your vote via proxy in advance of the meeting, you do not need to vote during the meeting. Your vote has already been received by the scrutineer and will be voted in accordance with your instructions. By voting during the meeting, you will be revoking any previously submitted proxy. If we encounter any technical difficulties with the webcast during the course of the meeting, please remain logged on and we'll resume as soon as possible. Our hosting provider, Lumi, has technology personnel on standby to help. Refer to the links from the navigation menu for assistance. We have been advised by TSX Trust Company that based on the proxies already deposited with them, enough votes have been cast to carry each of the motions. Before the Chair calls the meeting to order, I invite our CEO, John Gossling, to now make a few remarks.

Thanks very much, Jen, and good morning, everyone. Please note our cautionary statement on forward-looking information on Slide 2 in this presentation and is posted on our website. Against a challenging industry environment, fiscal 2025 was a year of important progress for the company as we focused on strengthening Corus for the future. We delivered consolidated revenues of $1.127 billion, segment profit of $189 million and a free cash flow deficiency of $22 million while strengthening -- sorry, while continuing to strengthen on the sustainability of our business. We made disciplined choices to improve our operating performance, rebranding and relaunching Home Network and Flavor Network, exiting lower-performing services, strengthening key brands, expanding digital offerings and significantly reducing our operating costs. At the same time, we remain focused on what we do best, building trusted brands and compelling content that audiences love and that deliver value for our clients. Strengthening our financial foundation remains an important priority. The proposed recapitalization transaction announced on November 3, 2025, represents the culmination of an extensive strategic review and in the Board's view, is the best path forward for Corus and its stakeholders. If and when completed, the transaction is expected to significantly reduce debt, lower annual interest costs, extend maturities and improve liquidity, positioning the company for greater stability and long-term value creation. With strong support already from noteholders and shareholders, we believe this transaction is an important step in strengthening Corus and supports a more sustainable future for the company. I want to thank our shareholders, noteholders, partners and clients for their continued support and our teams across Corus for their dedication. I'd also like to extend my thanks to the members of our Board of Directors for their continued support and guidance. I will now pass the meeting back over to Heather Shaw.

Thank you, John. We will now proceed to the official business of the meeting. I call to order this Annual General Meeting of Shareholders. In accordance with the bylaws of the company, I will act as Chair of the meeting, and Jennifer Lee will act as Secretary of the meeting. TSX Trust Company will act as scrutineer. I have received proof that the notice of meeting and the accompanying management information circular were properly mailed to all shareholders of record as of January 16, 2026, and to each director and the auditors. In addition, the 2025 annual report was properly mailed to shareholders, each director and the auditors in December 2025. The company's notice of information and management information circular and 2025 annual report have been posted on the company's website on the Annual Meeting Documents page for this meeting and on SEDAR+. A copy of these documents will also be kept as part of the records of the meeting. Copies of the management information circular, together with the 2025 annual report have also been posted on the Lumi platform. Unless there is an objection, I will dispense with the reading of the notice of meeting. No objection. Okay. The scrutineer's report will now be read.

The scrutineer, TSX Trust Company, reports that there are 26 shareholders holding 3,268,160 Class A voting shares represented in person or by proxy at this meeting. This total represents 97.35% of the 3,356,994 issued and outstanding Class A voting shares as at the record date of January 16, 2026.

Quorum for the transaction of business at any meeting of shareholders is one or more person holding 25% of outstanding voting shares present in person or represented by proxy. I adopt the report of the scrutineer and declare that a quorum is present. As a quorum is present and proper notice of the meeting has been given, I now declare that this meeting is duly called and properly constituted. The minutes of last year's Annual General Meeting of Shareholders of the company have been posted to the Lumi platform and are available for review. Class A voting shareholders and any other shareholder that has entered the meeting with a control number may address the meeting when there is a call to discuss the motion in front of the meeting. Should you wish to address the Chair on any motion, please type in your questions or comment in the message section. If there is any discussion or question pertaining to the motion, the secretary will read the question aloud. We will now move to the formal business of the meeting. Certain of these items will be the subject of a vote by the Class A voting shareholders. Each of the matters before this meeting must be approved by no less than a majority of the votes cast by Class A voting shareholders present in person at this meeting or represented by proxy. In accordance with the statute and bylaws governing Corus, we will conduct the votes on each of these matters before us by electronic poll. For each matter to be voted on, each holder of Class A voting shares is entitled to one vote for each such share held. The electronic poll will be opened for all resolutions at the same time. This will allow Class A voting shareholders to choose to vote on each resolution immediately or to wait until the conclusion of discussion on each resolution to cast their vote. As previously noted, if you are a Class A shareholder that has already voted on a particular resolution by proxy, you do not need to vote during the meeting. Your vote has already been received by the scrutineer and will be voted in accordance with your instructions. Any vote that you cast through the Lumi platform on a particular resolution will revoke your previously submitted proxy. I now present to the meeting the audited consolidated financial statements of Corus Entertainment Inc. for the year ended August 31, 2025, and the report of the auditors on them. Copies of these documents are included in the 2025 annual report made available to shareholders on the Lumi platform and on the company's website on the Annual Meeting Documents page for this meeting. They are also posted on SEDAR+ and no further approval is necessary. We will now open the electronic polls for all resolutions and proceed with the first item of business, the election of the directors of the company. The company did not receive notice of any director nominations in connection with this meeting within the time prescribed by the advanced notice requirements in the company's bylaws. Accordingly, at this meeting, the only persons eligible to be nominated for election to the Board are the persons nominated by management as set out in the management information circular. Class A voting shareholders are being asked to elect the directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed and until they otherwise cease to hold office. I now call for someone to propose the nominees named in the company's management information circular to be elected as directors of the company.

Madam Chair, my name is [ Cathy Roozen ], and I move that the persons identified as directors' nominees in the management information circular that was sent with the notice of this meeting be elected as directors of the company for the ensuing year, namely Heather Shaw, Fernand Belisle, Charmaine Crooks, Mark Hollinger, Barry James, Margaret O'Brien, Julie Shaw.

Madam Chair, my name is John Gossling, and I second the motion.

Are there any comments on this nomination? I declare the nominations closed, and we will now move to the individual election of our directors by poll. I have been advised by the scrutineer that over 99% of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. As a reminder, Class A voting shareholders who have not already voted by proxy will now have the opportunity to enter their votes in the Lumi platform. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. Please proceed with entering your votes. [Voting]

The next item of business is the appointment of the auditors and authorization for the directors to fix their remuneration. May I please have a motion?

Madam Chair, my name is Cathy Roozen, and I move that Ernst & Young LLP be appointed auditors of the company to hold office until the next Annual Meeting of Shareholders or until a successor is appointed and that the directors be authorized to fix their remuneration.

Madam Chair, my name is John Gossling, and I second the motion.

You've heard the resolution. Are there any comments on the motion? Class A voting shareholders who have not already voted by proxy will now have the opportunity to enter their votes in the Lumi platform. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. Please proceed with entering your votes. [Voting]

The final item of business is to approve the adoption of a resolution ratifying and approving the unallocated entitlements under the company's stock option plan for the ensuing 3 years in accordance with the requirements of the Toronto Stock Exchange, all as more particularly described in the company's management information circular that was sent with the notice of this meeting. May I have a motion that the adoption of a resolution relating to the ratification and approval of unallocated entitlements be approved?

Madam Chair, my name is Cathy Roozen, and I move that the adoption of a resolution of the company's stock option plan, unallocated entitlements, the full text to which is set out in the management information circular be approved.

Madam Chair, my name is John Gossling, and I second the motion.

You have heard the resolution. Are there any comments on the motion? Class A voting shareholders who have not already voted by proxy will now have the opportunity to enter their votes in the Lumi platform. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. Please proceed with entering your votes. We will be closing the polls on all motions shortly. [Voting]

The polls are now closed with respect to voting on all of the motions. Our scrutineers confirm that all votes have been counted. The preliminary results of voting are as follows: our scrutineers confirm that each of the 7 persons named in the management information circular and nominated at this meeting have been elected as the directors of the company. They will each hold office for a term to expire immediately following the next Annual Meeting of Shareholders or until their successors are elected or appointed or they otherwise cease to hold office. Our scrutineer has also confirmed that the motion to appoint Ernst & Young LLP as the auditors of the company to hold office until the next Annual Meeting of Shareholders or until a successor is appointed and that the directors be authorized to fix their remuneration has been carried. Our scrutineer has confirmed that the motion to approve the adoption of a resolution ratifying and approving the unallocated entitlements under the company's stock option plan for the ensuing 3 years as more particularly described in the management information circular has been carried. The final report on voting results provided after the meeting by the scrutineer will be incorporated into the minutes of the meeting. We will also post the final voting results on the Investor Relations page on the company's website and will file the results on SEDAR+. Before we conclude the formal business of the meeting, I want to thank the Board of Directors for their continued leadership and commitment during this period of change for the company and as the industry evolves. I now declare the formal part of this meeting terminated. Thank you to all attendees for your time and attention. Back to you, operator.

Thank you. The Annual General Meeting of Shareholders of Corus Entertainment is now closed. Thank you, everybody, and please disconnect your lines.