EverGen Infrastructure Corp. (EVGIF) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Welcome to the Annual General and Special Meeting of the Shareholders of EverGen Infrastructure Corp., which I will refer to as EverGen or the company from here on out. My name is Chase Edgelow, and I am CEO of EverGen. On behalf of EverGen, I wish to thank all those present for attending the meeting. With the consent of the meeting, I will assume the position of Chairperson for this meeting. We are hosting today's meeting in person and by way of video conference. Before we begin the formal business of the meeting, I would like to take a moment to introduce the directors and officers of EverGen who are present here today. We have Blake Almond, Mischa Zajtmann and Varun Anand, as well as myself. Thanks for joining. Upon completion of the formal meeting, we will go through a brief corporate update, and we'll be available to respond to any questions arising from the meeting with respect to the affairs of EverGen. With that said, we will be hosting a more fulsome update in the coming weeks. So we'll likely give a very brief update at the end here. The Annual General and Special Meeting of the Shareholders of EverGen will now come to order. And if there are no objections, I shall ask [ Lara Wilson ] to act as Secretary of the meeting; and [ Bradley Assejo ] of Odyssey Trust Company to act as scrutineer of the meeting. The scrutineer will report on the shareholders present in person and by way of proxy at this meeting and will also tabulate the results of any ballot or poll taken at this meeting. I have received an affidavit of mailing signed by a representative of Odyssey as to the due mailing of the notice of this meeting, the management information circular prepared in connection with this meeting dated November 10, 2025, circular and a form of proxy. I direct that a copy of this affidavit of mailing, together with copies of the documents mailed to the shareholders of EverGen be kept by the secretary with the minutes of this meeting. With the consent of the meeting, the reading of the notice of this meeting will be dispensed with. Pursuant to the articles, a quorum for a general meeting is 2 individuals who are shareholders, proxy holders, representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less than 10% of the issued shares of the company carrying the right to vote at that meeting. Based on the scrutineers' report, I advise that there is a quorum present at this meeting, and I direct that the scrutineers' report be annexed to the minutes of this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Before commencing the formal business of the meeting, I would like to briefly explain the voting procedures that will be followed. Unless a ballot is demanded, each of the votes held at today's meeting will be conducted by way of show of hands. Only registered shareholders and duly appointed proxy holders or corporate appointees are entitled to vote directly at the meeting. Additionally, the virtual attendees at this meeting are not entitled to vote during this meeting, but the results of their votes submitted by proxy in advance of the meeting with the appropriate time line outlined on the notice shall be counted with the votes cast in the room today. We will now proceed with the formal business of the meeting. The first item of business is the presentation of the auditor's report and the audited financial statements of the company for the fiscal year ended December 31, 2024. Copies of the foregoing have been previously made available to shareholders in accordance with the applicable laws. We would be pleased to answer any questions regarding the financial statements after the formal business of the meeting has been concluded. No vote is required on this item of business. The next item of business is the election of the directors of EverGen. In the circular, it was proposed that 4 individuals are to be elected to the Board of Directors to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed or their office is vacated earlier in accordance with the articles of the company and the provisions of applicable laws. Each of the individuals has confirmed that they are prepared to serve as a director, and each of them qualifies as a director under applicable legislation. I now declare the meeting open for nominations.

I nominate Blake Almond, Varun Anand, Chase Edgelow and Mischa Zajtmann be separately elected as directors of the company to hold office until the next Annual Meeting of Shareholders of the company or until their successors are duly elected or appointed or their office is vacated earlier in accordance with the articles of the company and provisions of the applicable laws.

I second the motion. As there are no further nominations, I now declare the nominations closed. Do we have a motion regarding the election of the directors?

I move that each of the following nominees, Blake Almond, Varun Anand, Chase Edgelow and Mischa Zajtmann be hereby separately elected as a Director of EverGen to hold office until the next Annual Meeting of the Shareholders of EverGen or until their successor is duly elected or appointed or their office is vacated earlier in accordance with the articles of the company and the provisions of the applicable laws.

I second the motion.

You've heard the motion. Is there any discussion? Please vote by a show of hands. All in favor? All opposed? I declare the motion carried. The next item of business is the appointment of the auditors of the company. It is proposed that Davidson & Company LLP be reappointed as the auditors of the company to hold office for the ensuing year until the close of the next Annual Meeting of the Shareholders of the company and that the Board of Directors be authorized to fix their remuneration. I shall now request a motion with respect to the appointment of Davidson & Company LLP as auditors of the company.

I move that Davidson & Company LLP be hereby appointed as auditors of the company until the next annual meeting or until a successor is appointed and that the Board of Directors be authorized to fix their remuneration.

I second the motion.

You've heard the motion. Is there any discussion? Please vote by show of hands. All in favor? All opposed? I declare the motion carried. The next item of business is the approval and ratification of the company's amended and restated equity incentive plan as set forth in Schedule C to the circular. The company currently maintains a fixed up to 20% security-based compensation plan and separate PSU plan. The Board has approved and amended a restated equity incentive plan that will replace the current plan and permit the grant of options, RSUs, PSUs and DSUs under a single framework. I shall now request a motion to pass by way of ordinary resolution, the full text of which is set forth in the circular, the approval and ratification of the company's amended and restated equity incentive plan.

I move that an ordinary resolution approving the company's amended and restated equity incentive plan, the full text of which is set forth in the circular be approved and adopted.

I second the motion.

You've heard the motion. Is there any discussion? Please vote by show of hands. All in favor? All opposed? I declare the motion carried. Management is not aware of any other matters to come before the meeting. As there is no further business to be brought before this meeting, I now terminate this meeting. This concludes the meeting. As mentioned, we expect to have a more fulsome operational update in the coming weeks and appreciate every shareholder that has joined here today's support. Certainly, we are making great strides in advancing the business and really pleased with the operations in the last few quarters and expect good things in the new year. Thanks, everybody.