Doman Building Materials Group Ltd. (DBM) Earnings Call Transcript & Summary

Greetings, and welcome to Doman Building Materials Group Annual and Special Meeting of Shareholders. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn this conference over to your host, Amar Doman. Thank you. You may begin.

Thank you, operator. Good afternoon, and welcome to the Annual and Special Meeting of Shareholders of Doman Building Materials Group Limited. My name is Amar Doman, Chairman of the Board of Directors and Chief Executive Officer. Thank you for taking the time to attend our meeting. Please allow me to introduce the people with me here at our meeting at our offices. Today, I am pleased to advise that I am joined by my fellow proxy holders, co-directors, nominee and officers, Board members and nominee Ian Baskerville; Sam Fleiser; Marie Graul; Harry Rosenfeld; Sieg Thoma; Officers, Marc Seguin, President of CBML; our Chief Financial Officer, James Code; our Corporate Secretary, Rob Doman. And as well, I'd like to acknowledge and thank the other members of our Board of Directors here on our call today, Kelvin Dushnisky; Shelly Harrison, and former directors in person, Tom Donaldson; and Stephen Marshall. After the formal portion of the meeting, we will address questions. The meeting will now come to order. With the consent of the meeting as Chairman of the Board of Directors, it is my privilege to act as Chairman of this meeting. Also with the consent of the meeting, I will ask our Corporate Secretary, Rob Doman, to act as secretary of the meeting and will appoint Glazl Velasco of TSX Trust Company to add as scrutineers. Certain shareholders have volunteered to move and second resolutions where required. While this procedure will facilitate the handling of the formal matters, any registered shareholder or proxy holder may speak on a matter when that matter is before the meeting. When I recognize you, please give your name and state whether you are a shareholder or a proxy holder. To the best of my knowledge, if a ballot were to be conducted on the matters to be considered at this meeting, more than 90.41% and up to 99.66% of the votes cast at this meeting would be voted in favor of such matters, being approximately 39% of all votes eligible to be cast at the meeting. Accordingly, voting will be conducted by a show of hand unless a ballot is demanded. In order that we may have a complete record of those present, may I ask anyone who has not yet given his or her name to the scrutineer to do so now?

Paul Jusko.

Thank you, Paul. The notice calling this meeting was mailed to all directors, nonobjecting shareholders and the auditors of the company. The Secretary has filed a proof of mailing of the notice, and I would direct that a copy of the notice and proof of mailing be annexed to the minutes of this meeting. Will someone now move and someone second a resolution dispensing with the reading of the notice? I believe Sam Fleiser and Jay Code have a resolution in this regard.

So moved.

Seconded.

All those in favor of the resolution, please so signify?

Aye.

Aye.

Contrary, if any? I declare the resolution carried. Thank you. The scrutineer having informed you that a quorum is present and that more than 25% of shareholders are represented at this meeting by 2 persons by proxy or in person and as due notice of this meeting has been given, I declare that this meeting has been duly convened and constituted to transact the business for which it has been called. When the formal report of the scrutineer is available, it will be kept with the minutes of this meeting. Copies of the balance sheet of Doman Building Materials Group Limited as at December 31, 2022, and the statements of earnings and cash flows for the year ended December 31, 2022, together with the reports thereon of the directors and auditors of the company were provided to all the shareholders and is not proposed to read them to the meeting. I would also ask that all questions be reserved until the end of the meeting, at which time we'll be pleased to discuss matters relating to the company of interest to particular shareholders. First item of business for which this meeting has been called is the election of 8 directors to hold office until the next Annual Meeting of Shareholders of the company or until their successors are duly elected or appointed. The management information circular states that there are 8 candidates proposed by management. The secretary will now read their names.

Thank you, Mr. Chair. The names of the nominees are Amar Doman; Ian Baskerville; Kelvin Dushnisky, Sam Fleiser; Michelle Harrison, Marie Meisenbach Graul, Harry Rosenfeld; and Sieg Thoma.

Thank you, Mr. Secretary. I've been advised that no other nominations have been made in accordance with the Company's Amended Advanced Notice Bylaw. Certain details of this Bylaw are described in the management information circular. Accordingly, I declare the nominations closed. The company complies with the CBCA majority voting requirements. Certain details of these requirements are set out in the management information circular, which require a director to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under this requirement. I will now call for a motion for the election of each person who has been nominated. Will someone move to someone second a resolution in this regard. I believe Sam Fleiser and Jay Code have a resolution.

So moved.

Seconded.

All those in favor, please so signify.

Aye.

Aye.