dentalcorp Holdings Ltd. (DNTL.NE) Earnings Call Transcript & Summary

Welcome to the Special Meeting of Securityholders of Dentalcorp Holdings Limited. Please note the meeting is being recorded. I would like to introduce Robert Wolf, Co-Chair of the Special Committee of the Board of Directors. Mr. Wolf, please go ahead.

Good morning, ladies and gentlemen. We would like to welcome you to the Dentalcorp's Special Meeting. My name is Robert Wolf. I am the Co-Chair of the Special Committee of the Board of Directors and in accordance with the interim order of the Supreme Court of British Columbia dated November 4, 2025, in light of Kelly Marshall's absence, I will chair this meeting. In order to permit registered shareholders, option holders, PSC holders, RSU holders and duly appointed proxy holders to have an equal opportunity to participate, vote and submit questions at the meeting regardless of their geographic location, the meeting is being held as a virtual meeting. As with any technology, unexpected glitches may occur with this meeting and potentially to my or your internet connections. But our service providers for this platform are very experienced in running this type of meeting and will do their best to assist with any technology-related issues. You may submit questions at any time during the meeting via the Ask a Question icon. Questions will be addressed during the question period unless they must be addressed prior to voting. I would like to remind you that only registered shareholders, option holders, PSC holders, RSU holders and duly appointed proxy holders are entitled to participate, ask questions or vote during the meeting. Please limit your questions to topics relating to today's subject matter. Additionally, questions which were already answered or that are redundant or repetitive will not be answered. I would also like to provide the caution that to the extent we make forward-looking statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions, and are subject to risks and uncertainties that may cause actual results to vary. I would direct you to the discussion of risk factors set out in our management information circular dated November 4, 2025. The agenda for today's meeting will be the following. We will begin with the appointment of the secretary and scrutineers and the confirmation that the requisite quorum is present. We will then conduct the official business of the meeting. As set forth in our management information circular dated November 4, 2025, the purpose of this meeting is to consider and if deemed advisable, to pass with or without a variation, a resolution to approve a proposed arrangement involving the company, Aryeh Bidco Investment Limited, which I will refer to hereafter as the purchaser, Aryeh Topco Holding Limited, which I will refer to hereafter as the parent, which are both newly formed entities controlled by funds affiliated with GTCR LLC. As mentioned, once the formal business of the meeting has been completed, there will be an opportunity to ask questions. While the practice generally adopted as security holder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In accordance with the articles of the company, and in light of the current context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting, and I shall move all motions. The meeting is now called to order. In accordance with the interim order, I will preside as Chair of this meeting; and Jeremy Goldlist, Chief of Staff and Corporate Secretary of the company, will act as secretary of this meeting. In the unlikely event that a technical disruption prevents me from continuing to act as Chair of the meeting, Robert Hansen, Legal Counsel to the Special Committee, will serve as the Chair of the meeting. I hereby appoint TSX Trust Company through its representative, Rebecca Prentice to act as scrutineer for the meeting. The Secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular and related materials have been properly sent to each Director of the company, the auditors of the company and each intermediary and registered shareholder, option holder, PSC holder and RSU holder of the company of record on October 31, 2025, being a record date for the purpose of determining which security holders are entitled to receive the notice and voted at this meeting in accordance with the interim order. Additional copies of these materials are also available online on the company's SEDAR+ profile. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with this preliminary report on attendance at this meeting, and I can confirm that the requisite quorum of shareholders is present in person virtually or represented by proxy. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by TSX Trust Company and the scrutineer's complete report on attendance be an annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder, option holder, RSU holder, PSC holder or duly appointed proxy holder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you've already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. Once the poll has been opened, the motion to be voted on and your available voting options will be visible on the voting panel on your screen by clicking the voting icon. To submit a vote, please select voting choice displayed on your screen. Once discussion has concluded on the arrangement resolution, we will provide a few additional moments for you to enter your votes. I will then declare voting closed. I now declare the online voting polls open to the arrangement resolution. The only item of business for this meeting is to consider and if deemed advisable, to pass a special resolution to approve a proposed arrangement involving Dentalcorp, the purchaser and the parent, a copy of which is set out as Appendix B to Dentalcorp's Management Information Circular. Pursuant to the arrangement resolution, security holders are asked to approve a proposed plan of arrangement under Division 5 of Part 9 of the British Columbia Business Corporations Act, pursuant to which the purchaser will acquire all the issued and outstanding shares other than the rollover shares and descent shares for $11 in cash per subordinate voting share or multiple voting share. In addition, parent will acquire the rollover shares pursuant to the rollover agreements for shares of parent or a combination of cash and shares of parent in each case based on a value per Dentalcorp share equal to the cash consideration of $11 per share. A more detailed description of the arrangement as well as the full text of the plan of arrangement and the arrangement resolution are set forth in the management information circular. In order to become effective, the arrangement resolution must be approved by at least one, 66 2/3% of the votes cast by all shareholders present in person or by duly appointed proxy at the Securityholder Meeting with all shareholders voting as a same class, including for the avoidance of doubt, each multiple voting share entitling the holder thereof to 10 votes and each of subordinate voting share entitling the holder thereof to 1 vote. Two, 66 2/3% of the votes cast by all security holders present in person or by duly appointed proxy holder at the Securityholder Meeting with all security holders voting as a single class, including for the avoidance of doubt, each multiple voting share entitling the holder thereof to 10 votes, and each subordinate voting share option, RSU and PSC entitling the holder thereof to 1 vote. Three, a majority of the votes cast by holders of subordinate voting shares present in person or by duly appointed proxy holder at the Securityholder Meeting. Four, majority of the votes cast by holders of multiple voting shares present in person or by duly appointed proxy holder at the Securityholder meeting. And five, the majority of the votes cast by holders of subordinate voting shares present in person or by duly appointed proxy holder at the Securityholder Meeting voting separately as a class, excluding the rollover shareholders. For all the reasons stated in the management information circular, each of the special committee and the Board of Directors of Dentalcorp, conflicting directors having abstained from voting have unanimously recommended that security holders vote in favor of the arrangement resolution. In accordance with the interim order, each registered shareholder's shares of Dentalcorp, whose name was entered on the central securities register of dentalcorp, each option holder, RSU holder, and PSC holder of record as at the close of business on the record date being October 31, 2025, is entitled to vote on the arrangement resolution. Unless there are any objections, I will dispense with the reading of the resolution. Mr. Goldlist, can you please advise whether there are any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from security holders specifically on this item.

Thank you, Mr. Goldlist. Note that even if the arrangement resolution is approved by security holders at this meeting, in order to become effective, the arrangement remains subject to final approval of the Supreme Court of British Columbia at a hearing scheduled for December 9, 2025, as well as the satisfaction or waiver of the other closing conditions provided for under the arrangement agreement. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders, option holders, RSU holders, PSC holders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options by clicking the voting icon. If you have previously submitted a completed proxy, you will have voted in respect of the arrangement resolution, and it is not necessary to vote again on this ballot. [Voting]

The voting period is now according for the arrangement resolution. I confirm the polls are now closed and the scrutineer has provided us with their preliminary report. Based on my review of the preliminary report, I'm pleased to confirm that the arrangement resolution has been passed with the requisite majorities of the votes cast by security holders present in person, virtually or represented by proxy and entitled to vote at this meeting. A final report disclosing the number of those cast in favor of or against the arrangement resolution will be reported as part of the report of voting results to be filed on SEDAR+ and disclosed in a press release promptly following the meeting. As there is no other business that may properly come before the meeting, I declare this meeting terminated. On behalf of the company, I would like to take this opportunity to thank everyone for attending the meeting today.

Thank you all for attending today's meeting. You may now disconnect.