Finning International Inc. ($FTT)

Good afternoon, everyone, and welcome to the Finning International 2026 Annual Meeting. My name is Charles Ruigrok, and I am the Board Chair. I would like to call this meeting to order. Joining me at the head table are Kevin Parkes, our President and CEO; and Dori Assaly, our General Counsel and Corporate Secretary. We're pleased to be holding our annual meeting today in person in Vancouver. I would like to acknowledge that this meeting is being held on the traditional, ancestral and unseated territory of the Coast Salish peoples, Squamish, Tsleil-Waututh and the Musqueam nations. I will start with some introductory matters and outline the order of business for the meeting. In a minute, I will introduce our Board members. After I make those introductions, we will move to the formal part of the meeting where we will discuss and vote on the proposed resolutions included in the management proxy circular for the meeting. In accordance with the provisions of the Canada Business Corporations Act, we will vote on the appointment of the auditors by a show of hands and for resolutions to approve the election of Directors and the advisory vote on executive compensation, which we will vote by ballot. To my knowledge, the proxies deposited in advance of the meeting are sufficient to pass each resolution to be considered today. In order to expedite our meeting formalities, either I, Dori Assaly or Kevin Parkes will move and second the required motions in our capacities as registered shareholders or proxy holders for registered shareholders of Finning. Any person who is attending the meeting as a registered shareholder or a duly appointed proxy holder may address the meeting when there is a call to discuss a motion before the meeting. Please raise your hand and when you're called upon, you may proceed to the microphone located in the middle of the room. Anyone who is attending this meeting as a guest will not be able to address the meeting. After we've completed voting on the business of the meeting, Kevin will give a brief presentation, and we will then receive the results of the ballots. We will then conclude the meeting and continue with a question-and-answer session. If you have any general questions not specifically related to the matters that are being put to a vote, we ask that you hold your questions until the question-and-answer session. Now if there's no objection, I will ask our General Counsel and Corporate Secretary, Dori Assaly, to act as Secretary of the meeting; and Marissa Beintema of Computershare Investor Services to act as a scrutineer. I will now ask the Secretary to report on quorum for this meeting.

Mr. Chairman, I am pleased to report that we have a quorum with 87 shareholders present in person or by proxy, representing 78.25% of the common shares outstanding.

As we have quorum and have received the affidavit of mailing from our registrar and transfer agent, I declare that this meeting is regularly called and properly constituted for the transaction of business. Now to the business of the meeting. First, I will introduce our new nominee, Robert Atkinson, who was appointed to the Board in August of 2025, and we're pleased to nominate for election this year. Robert Atkinson brings over 35 years of leadership experience in the global mining industry. Bob serves as a senior operating partner at Appian Capital Advisory LLP, an investment adviser to private capital funds in the metals and mining sector. He is the former Chief Operating Officer of Newmont Corporation and prior to that, held senior executive roles at Rio Tinto. He is based in Buckinghamshire, United Kingdom. In addition to Robert, all of our current Board members, including myself, are standing for reelection. The Board members standing for reelection in addition to myself are Mary Lou Kelley of South Bend, Indiana, has been a Director since 2018; Andrés Kuhlmann, Santiago, Chile, who has been a Director since 2019; Kevin Parkes, our President and CEO, who has been a Director since 2022; Michael Putnam of Oxford, United Kingdom, who's been a Director since 2024; John Rhind of Calgary, Alberta, who's been a Director since 2024; Edward Seraphim of North Vancouver, British Columbia, who's been a Director since 2019 and is one of our designated Audit Committee financial experts; Manjit Sharma of Toronto, Ontario, who's been a Director since 2022 and is also one of our designated Audit Committee financial experts; and Nancy Tower of Halifax, Nova Scotia, who's been a Director since 2022. Our first item of business is the presentation of our financial statements. A copy of the 2025 financial report, which includes Finning's financial statements for the year-ended December 31, 2025, and the auditor's report is available via notice and access on our corporate website at finning.com and was mailed to shareholders who requested it. If there's no objection, we will dispense with the reading of the financial statements and auditor's report. We'll pause for a moment to allow for any questions. As there are no objections or questions, we'll proceed to the next item of business. The first matter to be voted on is the approval of the appointment of the auditor. Your Board is recommending the reappointment of Deloitte LLP as Finning's auditor for the fiscal year 2026. Dori, will you please move the motion to approve the appointment of Deloitte LLP as Finning's auditor for fiscal 2026 with the remuneration to be determined by the Board of Directors.

Mr. Chair, I so move.

Thank you, Dori. Kevin, would you please second the motion?

Yes, I second the motion.

Thank you, Kevin. We'll pause for a moment to allow for any questions. Seeing none, I will call for the vote on the motion before the meeting. This vote requires a simple majority to pass. All those in favor by show of hands. Contrary, if any? The motion is carried by requisite majority. Thank you. As I mentioned earlier, we have 2 matters to be voted on by ballot today. The first is the approval of the advisory vote on executive compensation. As part of Finning's commitment to strong corporate governance practices, the Board is providing shareholders the opportunity to cast an advisory vote on our approach to executive compensation. The purpose of this advisory vote is to provide our shareholders with an opportunity to indicate their acceptance of the Board's overall approach to executive compensation at Finning, which is described in the management proxy circular for the meeting. The text of the resolution to approve Finning's approach to executive compensation is set out on Page 17 of the management proxy circular and is being projected on the screen. Dori, will you please move the motion to approve this resolution?

Mr. Chair, I so move.

Thank you, Dori. In my capacity as a registered shareholder or proxy holder for a registered shareholder, I second the motion. We'll pause for a moment to allow for any questions. As there are no questions, I now call for a vote on the motion before the meeting. Each shareholder or proxy holder entitled to vote on this motion has been given a ballot. If you've already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. This motion requires a simple majority to pass. [Voting]

Thank you. The final matter to be voted on by ballot is the election of Directors. In accordance with Finning's bylaws, the Board of Directors has set the number of Directors at 10. So today, we will elect 10 Directors. In accordance with Finning's advance notice bylaw, advance notice must be provided for anyone to be nominated as a Director at this meeting. As no advance notice has been received, the nominees standing for election are the 10 nominees set out in the management proxy circular, who I introduced to you earlier in this meeting and whose names are being projected on the screen. Each of these nominees is nominated for election to hold office until the next annual election of Directors or until their successors are appointed. Although I'll start by -- I will be asking for one motion to elect each of the nominees, registered shareholders and proxy holders will be able to vote for or against each individual Director nominee. In accordance with the Canada Business Corporations Act, a Director will be elected if they receive at least a majority of eligible votes in favor. May I have a motion to elect each of the nominees as Directors of the corporation?

Mr. Chair, I so move.

Thank you, Dori. In my capacity as a registered shareholder or proxy holder for a registered shareholder, I second the motion. We will pause for a moment to allow for any questions. As there are no questions, we will proceed to a ballot vote for the election of each of the 10 Director nominees. Each shareholder or proxy holder entitled to vote on this motion has been given a ballot. If you've already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. [Voting]

Thank you. As all items of business have now been voted on, the results will be tabulated by the scrutineer. While we're waiting for the results of the voting, I would ask Kevin to come up and make a few remarks for you. Kevin, over to you.

Thank you, Charles. Good afternoon, and welcome, everyone. As we've done in prior years, after we've completed the required business of the meeting, we will have time for questions. To begin, I would like to take a moment to introduce the Finning leadership team. Firstly, David Primrose, Executive Vice President and Chief Financial Officer; Neal Lamont, Executive Vice President and Chief Technology Officer; Pablo Amar, Finning South America President; Tim Ferwerda, Finning Canada President; and Gary Megarrell, Finning U.K. and Ireland Managing Director. Before I begin my remarks today, I want to remind everyone that some of the information presented may be forward-looking. This forward-looking information reflects our current expectations and is subject to risks, uncertainties and other factors as discussed in our annual information form and our MD&A. Please treat this information with caution as our actual results may differ materially from our current expectations. Today, I'll speak briefly about last year's successes and our first quarter results. In 2025, we grew our business, strengthened our resilience and delivered strong performance. We continue to bring our purpose, positive impact to life across the organization, and we're seeing meaningful progress in our teamwork and collaboration as well as how we support and engage with our customers and partners. Our people are the foundation of everything we do and keeping them safe is our first responsibility. We continue to focus on proactive planning, strong critical controls and a shared commitment to keep everybody safe. We are also working with frontline employees and leaders to identify hazards, strengthen psychological safety and support continuous learning and improvement. Turning to our results. This past year, our earnings capacity took a significant step forward as we built our business foundation that is more resilient in all market conditions. Annual revenue increased for 2025 by 7% and highlights included product support revenue, which reached nearly $6 billion and new equipment revenue, which posted an all-time high of $3.9 billion. The disciplined execution of our strategic priorities provides solid momentum and future growth opportunities. Turning to our customers. We know they are navigating complex challenges, trying to improve productivity and manage costs in an ever-changing world. We are committed to helping our customers solve their toughest challenges. With the sale of 4Refuel and ComTech approximately a year ago, we sharpened our focus on product support growth, which includes maintaining, remanufacturing and rebuilding. Our world-class technicians keep equipment running efficiently, reduce downtime and rebuild to like-new performance conditions. To better support our customers, we expanded our technician team, recognizing the critical role that service plays in product support growth, and we'll continue to add technicians across all regions. Earlier today, we released our first quarter 2026 results, and our business continues to grow. We delivered another strong quarter, including product support revenue growth led by double-digit growth in Canada. We also maintained discipline in our cost and capital management whilst proactively capturing growth opportunities. Through strong execution, our teams achieved a result of $1.02 earnings per share -- adjusted earnings per share. This is a record for Q1. Meanwhile, our equipment backlog reached $3.8 billion at the end of March, bolstered by equipment orders from mining customers in Argentina and Canada. Our U.K. and Ireland business continues to demonstrate resilience. In South America, we are operating in a moderating growth environment in the near term. And in Canada, we're seeing strong momentum across all market sectors. To support this growth, we are investing in our business and our Board approved a 7.4% increase to our quarterly dividend to $0.325 per share. This marks the 25th consecutive year of dividend growth and is well supported by our transformed earnings capacity, and it reinforces our commitment to returning capital to shareholders. Turning to our recent sustainability efforts. We continue to take an incremental and holistic approach to reducing our environmental footprint. We are working to meet our 2027 emissions reduction target. And across all regions, our impact -- the impact of our initiatives is starting to add up from fuel alternatives to operational efficiency programs. As we grow, we remain focused on the continuous improvement everywhere we operate. We are deepening our commitment to indigenous reconciliation in Western Canada, and we are building relationships with indigenous communities grounded in respect and long-term partnership. Across the business, we are also supporting the communities where our employees live and work, from food bank drives to training, education and trades program. Our robust community investment program makes a meaningful difference in the operating regions. We plan to publish our 2025 sustainability report next month, and I encourage all of you to read it once it's released. Our purpose, positive impact continues to guide our decisions at Finning. Our strategy is working, and our momentum continues to build. To close, I want to recognize and thank our employees for their dedication and their positive impact they bring to every opportunity and challenge. I'm also grateful to our customers, partners and shareholders for your continued support of Finning throughout the past year. With that, I'll turn the meeting back to Charles to report the results of our shareholder votes, close the formal meeting and open the question-and-answer period.

Thank you, Kevin. We now have the voting results for the advisory vote on executive compensation and the election of the 10 Directors. I will ask Dori to provide the results.

Mr. Chair, the scrutineers' report for the approval of Finning's approach to executive compensation, we have 95.79% of eligible votes in favor and 4.21% against. And all Directors were elected individually, with each Director receiving at least 98.13% of eligible votes in favor.

Thank you, Dori. I declare the resolutions carried by the required simple majority, and I confirm that all of the nominees for election as Directors of the corporation received more votes for their election than votes against, and therefore, the nominees are declared elected as Directors for the coming year. With there being no further issues, this concludes the formal portion of the meeting, and I now declare the annual meeting concluded.

I will now open the floor for questions from shareholders. Please raise your hand if you have a question. And when you're called upon, proceed to the microphone in the room. As there are no questions, that concludes our question -- go ahead. If you could take the mic, please. We got people online.

I'd be curious, how have your attach rates for your service attach rates evolved over the last few years? And how do you see them evolving over the next few years?

Yes. So the attachment rates are different by industry sector. So in mining, we have very high attachment rates, but there's always room for improvement, and we're looking to -- with our strategies to rebuild and CVAs and labor support, we're looking to grow that. In construction, attachment rates are a little less. So there's more room for growth there. Similar strategies to increasing that attachment rate. And then the great thing about the growth in our power business is that the attachment rate is almost 100% in some cases. So the more -- you will see a growing contribution, although our power population is the smallest population we have, the attachment rate is so high that you'll see an increasing contribution from attachable product support in the power business.

Can you put any sort of numbers around that?

No, we don't give the exact numbers. It's very high in mining, even higher in power and lots of room for improvement in construction.

And my second question is, in the past, you've had these really interesting charts in your presentations that show all the potential mines that are in the pipeline. And I'd just be curious if everything that you can see sort of came online both on the mining and in power data centers and everything else and Caterpillar's market share remained the same, what would that look like in terms of your installed base if you look out, say, 5 years?

Yes. So we're going to talk a little bit about this on tomorrow's earnings release call, but we can see line of sight to -- so if you look at back 2 years, we had 400 trucks in the oil sands, and we've added 100 in 2 years. So it took 20-plus years to get 400 there. And now in 2 years, we've got another 100, so a 20% increase in just 2 years. And we kind of see that at the moment until the end of the decade, we kind of see that trend continuing. So that those kind of numbers towards the end of the decade. In South America, the opportunity is probably a little bit more than that. So I think when we -- if you look at South America, we've got the opportunity to almost double the amount of large mining trucks we have in that region, including the starting of mining in Argentina. And then power is really difficult to say because it's just picking up so fast. And the addressable market is really hard to identify because it's so wide ranging. But we expect to see power be a bigger contribution to our overall business between now and the end of the decade for sure.

Great. And I'll just squeeze in one more, if I can. In power, I see the backlog has gone up a lot. It's been growing dramatically. When would you expect the product support revenue from the power business to begin to kick in? Is that sort of a year after it's delivered? Or does that happen 4 or 5 years after it's delivered?

It really depends on the application. So if you've got prime power, so like a gas compression or a cogen power plant, then it would kick in almost immediately. Similar to a mining truck, you probably need a year or so just to -- but then you'd be rebuilding in years 7 to 10, something like that. But then in backup power, which a lot of the data center work is right now, obviously, they're very low utilization. But we see a constant stream of servicing and maintenance that starts almost immediately as well. So -- but it's very different based on the application.

Great questions. Any other questions before we close? Seeing none, that concludes our question-and-answer session. I want to thank you all for joining us today and encourage you to mix with members of Kevin's team and the members of our Board for some more -- less formal dialogue. Thank you.