Mattr Corp. (MATR) Earnings Call Transcript & Summary

On behalf of the Shawcor Board and Senior Management, welcome to the Annual and Special Meeting of Shareholders of Shawcor Limited. My name is Mike Reeves, and I am the President and Chief Executive Officer of Shawcor. I will be acting as Chair of the meeting. I would like to welcome all shareholders and guests. Joining me today for the formal part of the meeting are Derek Blackwood, Chair of the Board of Directors; Tom Holloway, Senior Vice President, Finance and CFO; and Tim Hutzul, Senior Vice President, Legal and Corporate Secretary. In order to proceed with the formal items of business of the meeting, I will ask Mr. Hutzul and Mr. Holloway to propose and second motions as necessary. In accordance with the company's bylaws, Tim Hutzul, the Corporate Secretary of the company, will act as Secretary of the meeting; Nicole Silvera of TSX Trust Company will act as scrutineer. A notice of this meeting, together with the former proxy, the management proxy circular, the 2022 management discussion and analysis, and consolidated financial statements have been made available to all shareholders in accordance with the requirements of the Canada Business Corporations Act and National Instrument 54-101. We will dispense with the reading of the notice of the meeting, proof of the mailing of the notice calling the meeting has been duly filed, and I would ask the Secretary to keep a copy of the notice and the proof of the mailing with the records of this meeting. We have been advised by the scrutineer that all ballots have already been submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at the meeting. Based on the preliminary report from the scrutineer of the proxies and ballots received, all items of business today have received more votes in favor. Accordingly, for expediency, we will move through the motions, resolutions and any relevant questions quickly. I understand there is a quorum present. I will now read out the scrutineer's report, which Ms. Silvera provided to me prior to the commencement of the meeting. We are pleased to report that there are 67 shareholders holding 45,815,907 common shares represented in person or by proxy at this meeting. This represents 65.63% of the 69,807,527 issued and outstanding common shares. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Would the Secretary please table the minutes of the meeting of shareholders held on May 13, 2022?

Here are the minutes, Mr. Chair.

Thank you, Tim. The minutes will be available for review by any shareholder at the offices of the company. The next item of business is the presentation of the annual financial statements and the auditor's report. The annual financial statements have been made available to shareholders and are available online at the company's website and on SEDAR. We shall dispense with the reading of the auditor's report, which is available to all shareholders in the 2022 annual financial statements. We will now proceed with the election of directors. I declare the meeting open for nominations. Tim Hutzul will now present the nominations.

Mr. Chair, I nominate Derek Blackwood, Laura Cillis, Kathleen Hall, Alan Hibben, Kevin Nugent, Ramesh Ramachandran, Michael Reeves, and Kathy Rethy as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed, subject to the provisions of the company's bylaws. Thank you.

As the company's bylaws require advance notice of additional nominees to the Board and no notices were received, I now declare the nominations closed, and Tim Hutzul will propose a motion to elect those nominated.

I move that each of the persons nominated as directors be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed, subject to the provision of the corporation's bylaws.

Tom Holloway will second the motion.

I second the motion.

All in favor of the election of those nominated, please signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

I declare the motion carried. I declare that Derek Blackwood, Laura Cillis, Kathleen Hall, Alan Hibben, Kevin Nugent, Ramesh Ramachandran, Michael Reeves, and Katherine Rethy have been duly elected as directors of the corporation. Thank you. The next item of business is the appointment of the auditor for the corporation, and Tim Hutzul has a motion in this regard.

I move that KPMG LLP be appointed auditor of the corporation until the next annual meeting and that the Board of Directors be authorized to fix the remuneration of the auditor.

Tom Holloway will second the motion.

I second the motion.

You have heard the motion. All in favor, please signify by raising your right hand. [Voting]