Element Fleet Management Corp. ($EFN)

Hello, and welcome to the Annual Meeting of Shareholders of Element Fleet Management Corp. Please note that today's meeting is being recorded. [Operator Instructions] I'd now like to hand the conference over to David Steinhauer.

Thank you. Good morning. My name is David Steinhauer. I am the Senior Vice President, Assistant General Counsel and Corporate Secretary of Element Fleet Management Corp. I would like to briefly read the forward-looking information statement before turning the meeting over to Kathleen Taylor as Chair of the meeting. In the course of today's meeting, directors or officers of the corporation may, in their remarks or in response to questions, make certain statements which are forward-looking statements in our perspective. Forward-looking statements are neither promises nor guarantees but are subject to risks and uncertainties that may cause the actual results, performance or achievements of the corporation or developments in the corporation's business or its industry to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. A more detailed discussion of risk factors affecting Element's business and industry can be found in the corporation's most recent annual information form and management discussion and analysis. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward-looking statements. There should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and other than as required by applicable laws, the corporation disclaims any obligation to do so. I will now turn the meeting over to Element's Chair of the Board, Kathleen Taylor.

Thank you, David. Good morning, ladies and gentlemen. Welcome to the 2026 Annual General Meeting of the Shareholders of Element Fleet Management. I'm Kathleen Taylor, Chair of the Board. We're holding this meeting in virtual format, which provides easier access to our widespread shareholder base and avoids the time, cost and environmental impact of the travel required to attend in-person meeting. All shareholders have the opportunity to participate, submit questions and vote at the meeting. If you have any questions during the meeting, please feel free to submit those at any time, and we will do our best to ensure that they are addressed at the appropriate time. Shareholders can submit questions by clicking on the message icon, typing in and submitting their questions. If for any reason, we're unable to address a question during the meeting. We will endeavor to follow up with shareholders after the meeting. Before proceeding with the formal business of the meeting, I'd like to take this opportunity to welcome Keith Taylor, who is standing for nomination to the Board. Keith has a strong financial expertise and an impressive resume, and we are confident that she will be a tremendous asset to the company. I'd also like to thank our outgoing Board member, Joan Lamm-Tennant, for her valuable support and contributions to Element, including serving as Chair of the Compensation and Corporate Governance Committee through our period of transformation and more recently, our renewed strategic ambition. Joan has reached the end of her term as director and is not standing for reelection. We wish her all the best in the next chapter. Now let us proceed to the business of the meeting. We have four matters of business to conduct today. First, the presentation of our 2025 financial statements, then the election of directors, followed by the reappointment of Element's auditor and then take on the advisory resolution on the company's approach to executive compensation. Once the formal business of the meeting has been completed, I'll turn the meeting over to Element's President and Chief Executive Officer, Laura Dottori-Attanasio, for her closing remarks. I will now call the meeting to order. I'll act as Chair of the meeting, and David will be our Secretary. I also hereby appoint Computershare Trust Company of Canada to act as scrutineer for today's meeting. The scrutineer has provided me with their preliminary report on attendance. With over 87% of Element's common shares represented in person or by proxy, I declare that the requisite quorum of shareholders is present and that the meeting is duly constituted for the transaction of business. The confirmation of mailing of the notice of meeting and the scrutineers' report on attendance will be annexed to the minutes of the meeting. Further, in order to expedite today's proceedings, I've requested that David make all of our motions, and we will dispense with the seconding of motions. He will also act as moderator for any questions. Turning to voting procedures. Voting at today's meeting will be conducted by online ballot. If you are a registered shareholder or duly appointed proxy holder and use your control number to log into the meeting, you will be provided with the opportunity to vote by online ballot. If you have already voted by proxy and you vote again during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, please do not vote again during the meeting. The polls will be open for voting on all items of business at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of the discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments to enter your votes. I will then declare voting closed on all matters of business. The results of the votes on each matter will be announced prior to the close of the meeting. The online voting polls are now open for all items of business. Minutes. The Secretary has the minutes of the last meeting of shareholders of the corporation, and we will dispense with reading the minutes of the last meeting. Now on to the first item of our business, which is the presentation of the consolidated financial statements as at and for the year ended December 31, 2025, and the auditor's report thereon. We will dispense with the reading of the auditor's report. The next item of business is the election of directors. The Board has fixed the number of directors to be elected at 10. Pursuant to our advanced notice bylaw, there have been no director nominations put forward other than the directors nominated on behalf of management as set out in our management information circular. Accordingly, in the interest of expediency, I will ask David to make the nominations.

I nominate those persons specified in the management information circular delivered with the notice of meeting, namely Virginia Addicott, Laura Dottori-Attanasio, Paolo Ferrari, Keith Graham, Rubin McDougal, Tracey McVicar, Andrea Rosen, Kathleen Taylor, Keith Taylor and Luis Tellez to serve as directors of the corporation and to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As noted, since there were no prior nominations under our advanced notice bylaw, I declare the nominations closed. I also request a motion that the 10 persons nominated as directors of the corporation be so elected.

I so move.

Thank you, David. Can you also please advise whether any questions have been received from the participants of this meeting?

There have been no questions.

Thank you. In accordance with the corporation's majority voting policy, we will have individual voting for directors to be conducted by way of online ballot. Registered shareholders and duly appointed proxy holders can vote by selecting the applicable voting options. I'll announce results of the vote at the conclusion of our meeting. We'll now move to the reappointment of the auditor. May I have a motion that Ernst & Young LLP be reappointed as auditor of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors are authorized to fix the auditor's remuneration.

I so move.

Thank you, David. And can you please advise whether we have any questions on this topic?

There have been no questions.

Thank you. I will announce the results of the vote at the conclusion of the meeting. We'll now move to consideration of the advisory resolution on executive compensation. As described in the management information circular, shareholders are asked to approve the resolution on the corporation's approach to executive compensation. This vote is advisory only and nonbinding on the corporation and the Board. That said, it will influence how the Board and the Compensation and Corporate Governance Committee look at compensation in the future. The Board believes that this say-on-pay vote is good governance and allows our shareholders to provide specific feedback on the corporation's compensation practices. May I have a motion that the advisory resolution be passed as an ordinary resolution of the shareholders of the corporation?

I so move.

Thank you, David. And do we have any questions on this topic?

There have been no questions.

We'll now briefly pause our proceedings while the polls close and the results are tabulated. I now confirm that the polls are closed and the scrutineers have tabulated the results. I'm pleased to confirm that all matters have passed with over 94% approval. As a result, I hereby declare the directors elected, the auditors reappointed and the advisory resolution on executive compensation approved. The voting rights -- the voting results will be disclosed in a press release following the meeting. David, can you please advise whether any other formal business has been brought before the meeting?

There has been no other formal business brought before the meeting.

Thank you. That concludes the formal business to be brought before the meeting. I wish to thank you for attending today. I now declare this year's meeting terminated. It's my great pleasure to turn the meeting over to Laura for her remarks. Laura?

Thank you, Katie, and thank you to our shareholders for joining us today. In 2025, Element delivered record financial results while advancing the next phase of our growth in intelligent mobility. Mobility is becoming more complex and strategic for organizations. Advances in AI, connectivity and automation are transforming vehicles into connected, data-rich assets and raising expectations for what fleet management can deliver. As these forces accelerate, clients increasingly need trusted partners who can help them reduce costs, remove complexity and operate with greater confidence. And that is where Element is strongest. Fleet is our foundation and intelligent mobility is how we lead. We combine the scale, the capital strength, the life cycle expertise and the operational excellence of an established fleet leader with the data, the software and intelligence that clients increasingly need to perform at the highest level. This enables us to help clients see, decide and act across the full mobility life cycle, delivering meaningful outcomes today and long-term advantage for the future. Our refreshed brand unveiled in 2025 and grounded in intelligence in motion reflects this evolution and the integrated solutions we are building for our clients. In 2025, we continue to strengthen that advantage through disciplined execution, targeted investment and deeper client relationships as we modernized our platform, expanded digital capabilities and positioned Element to lead in a rapidly evolving mobility landscape. We built on our fleet foundation and advanced our leadership in intelligent mobility by focusing on three priorities: modernizing our core platform, deepening the digital client experience and expanding selectively into adjacent capabilities that increase long-term client value. Now what differentiates Element is not simply our global scale or breadth of capabilities, but how they come together. Our clients are not looking for more vendors. They are looking for fewer, smarter partners who can help them remove complexity, turn data into action and improve performance at scale. That is the value we are building across our organization. Looking ahead, our focus is on executing the right priorities with speed and with discipline, strengthening client experience, scaling our digital platform, deepening client relationships and converting our capabilities into measurable growth and operating leverage. Our acceleration office continues to drive alignment across these priorities, reinforcing accountability and coordination across the organization. This structure is helping us move faster, sharpen our focus and execute more consistently as we advance the next phase of our strategy. Client success, disciplined execution and long-term value creation remain at the core of Element. Delivering meaningful outcomes for our clients is how we fulfill our purpose to move the world to intelligent mobility. To you, our shareholders, we thank you for your confidence and support as we continue building a stronger, more resilient Element. We remain focused on delivering sustainable earnings growth and long-term value to our investors. In closing, we are entering 2026 with momentum, with clarity and with confidence in our ability to create long-term value to our clients and to our shareholders. And with that, I'll turn it back to our Chair, Katie Taylor.

Thank you, Laura. We would now like to invite any supplemental questions from shareholders or proxy holders present at the meeting. If you wish to ask a question and have not yet done so, please type in and submit your question. David, can you please advise whether any questions have been received from the participants at our meeting?

There have been no questions received.

Thank you. As there are no additional questions, I would like on behalf of the Board and management of the corporation to thank all of our shareholders as well as others who have joined us today for your support and your attendance at this meeting. We appreciate you being with us and look forward to connecting again soon. Thank you.

This concludes the meeting. You may now disconnect.