DIRTT Environmental Solutions Ltd. (DRT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of DIRTT Environmental Solutions Ltd. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consent for the future -- for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Scott Robinson, Mr. Robinson, the floor is yours.

Thank you. My name is Scott Robinson, Chair of the Board of Directors of DIRTT, and I will be presiding over today's meeting. On behalf of DIRTT, I would like to extend a warm welcome to our shareholders joining us for this 2024 Special Meeting. The meeting will be conducted in a virtual-only format via a live audio webcast. Registered shareholders and duly appointed proxy holders will have the opportunity to ask questions and vote subject to compliance with the requirements outlined in the company's proxy statement. In accordance with the bylaws of DIRTT, I appoint [ Melinda Ando ], VP Legal to act as recording secretary for today's meeting and the representatives of Computershare Trust Company, who are joining us online today to act as scrutineers. Access to the meeting materials, including notice of meeting and proxy statement and former proxy were made available to shareholders on or about August 16, 2024. I've been advised by the scrutineers that quorum has been met for the meeting. The scrutineers' report is available for inspection by any shareholder, and I would ask that the secretary file a copy of such with the minutes of today's meeting. To ensure the timely progression of the meeting, arrangements have been made with certain shareholders to move and second the motion before us. We will conduct the vote by ballot. The online ballot is now open for this resolution. You may vote now or wait until the conclusion of the discussion on the resolution before casting your vote. If you've already submitted your form of proxy or voting instruction form, no further action is required unless you wish to change your vote. Should you wish to do so and are permitted, you may vote online at this time. With all that said, I declare today's meeting regularly called and properly constituted for the transaction of business. The objective of the Shareholder Rights Plan is to ensure all shareholders are treated equally and fairly in the event of an unsolicited takeover bid or acquisition of control. The plan aims to prevent hostile acquirers from gaining control through methods like creeping takeovers or private acquisitions that bypass Canadian takeover bid rules. It also protects against lockup agreements that could preclude competitive bids. It is noted that the TSX has conditionally accepted the Shareholder Rights Plan pending final approval. The Shareholder Rights Proposal includes the ratification, confirmation and approval of the rights agreement. This proposal must be approved by a simple majority 50% plus one of the votes cast by 3 groups of shareholders, one, all shareholders; two, all shareholders, excluding the votes of 22NW Fund, LP, WWT Opportunity #1 LLC and their affiliates. As for the support agreement, both 22NW and WWT have voted in favor of the proposal for all common shares they are entitled to vote at this meeting. Together, these 2 entities own approximately 57.5 million and 53.4 million common shares, respectively, representing approximately 29.8% and 27.7% of the total outstanding shares as of the record date, August 1, 2024. Three, all independent shareholders as defined in the rights agreement. You may vote either for or against this proposal. Please note that abstentions and broker nonvotes will not be counted towards the total votes cast. Are there any questions related to the shareholder rights proposal.

There are no questions.

Thank you. If there are no questions, we will now proceed with the voting process for Proposal #1. Please cast your votes if you have not already done so. [Voting]

Mr. Chairman, my name is Fareeha Khan, and I move that the resolutions outlined on Page 15 of the proxy statement, confirming and approving the rights agreement be authorized, confirmed and approved by the shareholders.

Thank you, Fareeha. Is there a second?

Mr. Chair, my name is Shawna Mason, and I second the motion.

Thank you, Shawna. Thank you to everyone who has participated in today's meeting. The polls are now closed, and I'm advised by the scrutineers that all proposed motions have passed. The final voting results will be available on the company's website on SEDAR and EDGAR later today. That now concludes the Special Meeting of Shareholders of DIRTT Environmental Solutions. Thank you, everyone, for joining.

This concludes the meeting, and you may now disconnect.