Doman Building Materials Group Ltd. ($DBM)

Greetings, and welcome to the Doman Building Materials Group Annual and Special Meeting of Shareholders. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Mr. Amar Doman, Chairman.

Thank you very much. Good afternoon, everybody, and welcome to the Annual and Special Meeting of Shareholders of Doman Building Materials Group Ltd. My name is Amar Doman, I'm Chairman of the Board of the 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'm pleased to advise that I'm joined by my fellow proxy holders, co-directors, nominees and officers, Board members and nominee Ian Baskerville. Please put your hand up, Ian. Thank you. Marie Graul; Michelle Harrison; Harry Rosenfeld; Ann Simms; Sieg Thoma. Our Chief Financial Officer, Darren; our General Counsel and Corporate Secretary, Rob Doman; and our Assistant General Counsel, [ Young ], as well. I'd like to acknowledge and thank the other members of our Board of Directors here or on our call today: Sam Fleiser; Jay Code. 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 the meeting. Also with the consent of the meeting, I will ask our Corporate Secretary, Rob Doman, to act as Secretary and will appoint [ Sabrina Evangelista ] of TSX Trust Company to act as scrutineer. Certain shareholders involved here to move and second resolutions where required. While this procedure will facilitate the handling of 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. Based on information provided to date, if a ballot were to be conducted on the matters to be considered at this meeting, more than 73.45% and up to 99.63% of the votes cast at this meeting would be voted in 39.44% in favor of such matters being approximately -- pardon me, approximately 39.44% of all those eligible to be cast. Accordingly, voting will be conducted by a show of hands [indiscernible]. 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. The notice calling the seat was mailed to all directors, nonobjecting shareholders and to the auditors of the company. The Secretary has filed with me 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. So will now move into someone's second to the resolution dispensing with the reading of the notice. I believe Ian and Darren have a resolution in this regard.

So moved.

Seconded.

All those in favor of the resolution, please signify. [indiscernible], if any? Any questions? I declare the resolution carried. Okay. The scrutineer has informed me 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 no 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. Copies of the balance sheet on Building Materials Group Limited as at December 31, '25, and the statements of earnings and cash flows for the year ended December 31, '25, together with the reports thereon,of the directors and auditors of the company were provided to all the shareholders, and it 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 will be pleased to discuss matters related to the company of interest in particular for shareholders. The first item of business for worse number of directors in. Someone moved supplement second a resolution fixing the number of directors at [indiscernible]. In order to be approved, the resolution must be passed by a majority of the votes cast thereon. I believe that Ian and Darren have a resolution on that regard.

So moved.

Seconded.

The meeting will now vote on the motion. In order to be carried, the motion must be passed by a majority of the votes cast. If a ballot vote were conducted on this matter, 99.78% of all votes cast by proxy at this meeting would be voted in favor of fixing the number of directors date. Therefore, the vote for this resolution will take place by way of a show of hands to all this in favor. I declare the resolution carried. The second item of business for which this meeting has been called is the election of a director to hold office Totex Annual Meeting of shareholders of the company or until their successors are duly elected or appointed. Management information circular states that there are 8 candidates proposed by management. The secretary will now read their names.

Mr. Chairman, the names of the nominees are Amar Doman; Ian Baskerville; Sam Fleiser; Marie Graul; Michelle Harrison; Harry Rosenfeld; and Sieg Thoma.

I have been advised that no other nominations have been made in accordance with the company's amended advanced notice bylaw. Certain details of this file are described to the management information circular accordingly. I declare the nomination closed. The company complies with the CDC and majority voting requirements. Certain details of these environments are set out in the management information circular, which require a director to tender his or her resignation if he or she receives more of the cobots 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 and someone second a resolution in this regard. I believe Ian Baskerville and Darren have the resolution.

So moved.

Seconded.

All those in favor, please signify. No contrary?

On the resolutions.

I will now declare that the 8 nominees whose names of the Red other Secretary have been elected directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or they otherwise cease to hold office. For the information of the meeting, Secretary please announce the number of shares are transited by proxies received that were favorable updates.

Thank you, Mr. Chair. Prior to the meeting, proxies were received in favor of the election of 8 nominees as directors from the holders of at least 31.3 million shares, representing not less than 95.98% and up to 32.5 million shares representing 99.63% of all votes cast by proxy at the meeting.

The next item of business for which this meeting has been called is the reappointment of the auditor and the authority of the directors to fix this compensation. In order to be approved, the resolution must be passed by a majority of the votes cast thereon. If someone moved someone second the resolution reappointing KPMG LLP for the current year and authorizing the directors to fix its compensation. I believe that Ian and Darren have a resolution in this regard.

So moved.

Seconded.

Meeting will now vote on the motion. In order to be carried, the motion must be passed by a story of the broadcast. The valve were conducted on this matter, 99.68% of all votes cast by proxy at this meeting would be voted in favor of the reappointment of KPMG LLP as the auditors of the company. Therefore, the vote for this resolution will take place by way of a show of hands. All those in favor, please so signify. Contrary, if any? I declare the resolution carried. The next item of business is to consider and if all advisable, to pass an ordinary resolution approving the company's Omnibus Equity Incentive Plan, including approval of the awards issuable thereunder and the reservation of common shares pursuant to such awards, which is described in detail of the management information circular for this meeting. Formal resolution is set out in the pending statement on circular. I will assume that those present have already reviewed the resolution as I don't immatured out to the meeting. Some movement of the second the approval of the resolution for the 47 appendix.

Mr. Chairman, I move the following resolution. Be it resolved that the resolution set out at Appendix A of the company's management information circular dated March 31, 2026 and hereby approved.

Mr. Chairman, I second the motion.

Thank you. sorry, I'd be pleased to take any questions in respect of the Omnibus Equity Incentive Plan at this time. If anyone has any questions for me, please raise your hand and when addressed kindly provide your name and indicate whether you are a shareholder or proxy holder.

No question.

The meeting will now look on the motion. To the best of my knowledge, if a ballot were to be conducted in respect of the resolution approving the Omnibus Equity Incentive Plan resolution, more than 23.9 million or 73.49% of the votes cast by proxy at this meeting would be voted in favor of such matters. Accordingly, voting will be conducted by a show of hands, which the ballot is demanded. All those in favor of the resolution, please so signify by raising your hand. Contrary, if any? I declare the resolution carried. If there is no further formal business, I would invite the resolution terminating the meeting.

So moved.

Seconded.

All those in favor of the motion, I think so signify. Contrary? I declare the meeting of shareholders of Doman Building Materials Group Ltd. is now terminated. For those on the call, if there are any questions you may have on the formal part of the meeting, please direct it to Ali Mahdavi at Investor Relations, [email protected]. We'll do our best to reply promptly. Thanks for attending. As there are no further questions, on behalf of the directors, and thank you for your attendance and participation. Formal part of this meeting is hereby concluded. Thank you very much.

Thank you, operator. We are concluded.

Thank you. You may disconnect your lines at this time. We thank you again for your participation.