GreenFirst Forest Products Inc. (GFP) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of the Shareholders of GreenFirst Forest Products, Inc. Please note that today's meeting is being recorded. [Operator Instructions] I would now like to turn the meeting over to the Chairman of GreenFirst, Paul Rivett. Mr. Rivett, the floor is yours.

Thank you very much, Mandeep. Good morning. As Mandeep said, my name is Paul Rivett, Chair of GreenFirst. Welcome, fellow shareholders to the 2024 Annual Meeting of the shareholders of GreenFirst Forest Products. We have a number of items of business to cover in today's meeting as set out in the notice of meeting. Once the formal business of the meeting has been completed, there will be an opportunity to ask questions. During the formal portion of the meeting, only questions relating to the specific resolutions will be addressed. All other questions will be addressed following that presentation. Only a registered shareholders will be able to vote on the platform. You will see the voting button on the platform that will allow you to vote. If you have already submitted a proxy to Computershare indicating your vote on each item, you do not need to vote again. Nonregistered shareholders may not participate in the virtual voting unless they have appointed themselves as proxy holder and have also registered with Computershare. With that, I will now call the meeting to order. I will preside as Chair of this meeting; and Kathleen Skerrett of Gardiner Roberts LLP will act as Secretary of the meeting.

I hereby appoint Marissa Beintema of Computershare Investor Services, Inc. to act as scrutineer for the meeting.

Thank you Kathleen. The Secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular have been sent to each director of the corporation, the auditors of the corporation and each intermediary and registered holder of common shares of the corporation of record on March 4, 2024, the record date for this meeting. I will dispense with the reading of the notice of meeting. The scrutineers have provided me with the preliminary report regarding the shareholder attendance at the meeting. The scrutineers report that there are present at this meeting in person or by proxy, 54 shareholders holding approximately 1 million -- sorry, 146,563,241 common shares. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is duly and properly constituted for the transaction of business today. I direct that the confirmation of mailing of the notice of the meeting received by Computershare Investor Services, Inc., and the scrutineers' complete report on attendance be annexed to the minutes of this meeting. In order to expedite the meeting, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote through the message tab on the platform. However, please hold any comments on general matters until the question period to be held following management -- following the completion of the meeting. The first item of business is the presentation of the corporation's consolidated financial statements for the years ended December 31, 2023, and December 31, 2022, and the auditor's report thereon. We will dispense with the reading of the auditor's report to the meeting. As set out in the management information circular, we will proceed with a resolution to set the number of directors to be elected at this meeting at 5. May I have a motion that the number of directors to be elected at this meeting be set at 5.

I so move.

Thank you, [ Joel ]. May I have the motion seconded?

I second the motion.

Thank you, Ankit. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

I have received the scrutineer's report and confirm that the resolution has passed by the requisite majority. We will now proceed with the election of directors. I declare the meeting open for nominations. In the interest of expediency, I will ask Michel Lessard, being a shareholder of the corporation, to make the nominations on behalf of the management of the corporation.

I nominate those persons specified in the Management Information Circular delivered with the Notice of Meeting, namely, Paul Rivett, William G. Harvey, Michael Mitchell, Marty Proctor, and Larry G. Swets, Jr., to serve as directors of the corporation 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.

Thank you very much, Michel. I confirm that no notices of nomination of directors were received in accordance with the advanced notice provisions of the corporation's articles. Therefore, I now declare the nominations closed. May I have a motion that the 5 persons nominated as directors of the corporation be so elected.

I so move.

Thank you, Joel. May I have the motion seconded?

I second the motion.

Thank you, Ankit. I will now call for a vote on the motion. Shareholders are entitled to vote for each individual director nominee separately. If you have not already done so, please vote on the election of each nominee. [Voting]

I have received the scrutineer's report and confirm that each of the proposed directors has been elected by the requisite majority of the votes cast. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting, announced in a press release in accordance with the policies of the TSX, and filed on SEDAR. We will now proceed with the ratification of the appointment of the auditors of the corporation. May I have a motion that KPMG LLP be appointed as auditors 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, Joel. May I have the motion seconded?

I second the motion.

Thank you, Ankit. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

I have received the scrutineer's report and confirm that the resolution has passed by the requisite majority. Next, as described in the management information circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder ratification of the adoption of the amended and restated 2024 Omnibus equity incentive plan. The Board of Directors of the corporation believes that the adoption of the 2024 plan is in the best interest of the corporation and all of GreenFirst shareholders. In order for the plan to be approved, a resolution must be passed by at least 2/3 of the votes cast at this meeting. May I have a motion that a resolution in the form of the resolution as appearing on Page 18 of the management information circular sent to the shareholders with the notice of this meeting, approving the 2024 plan be passed as a special resolution of the corporation.

I so move.

Thank you, [ Bill ]. May I have the motion seconded?

I second the motion.

Thank you, Ankit. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

I have received the scrutineer's report and confirm that the resolution has passed by the requisite 2/3 majority. With that, the polls are now closed. And I would ask if there is any other formal business that may be properly brought before this meeting. Okay. Hearing none, that concludes the formal business brought before the meeting, and I wish to thank you for attending, and I now declare this meeting to be terminated. We will now accordingly take any general questions. Thank you very much. There are no questions, but we do want to thank you for participating in our Annual Shareholders' Meeting. And I guess, at this point, we conclude the meeting, and you may now disconnect. Thank you, everyone.

This concludes the meeting. You may now disconnect.