Mount Logan Capital Inc. (MLCI) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Shareholders of Mount Logan Capital Inc. My name is Ted Goldthorpe, and I'm the Chief Executive Officer and Chairman of the Board of Directors of the company, and I will also act as Chair of today's meeting. As noted in the materials sent to shareholders prior to the meeting, due to the current COVID-19 crisis, this year's shareholder meeting is being conducted online and only in virtual format. As this meeting is being held virtually via live webcast, I would like to first set out a few rules for the orderly conduct of the meeting. Questions can be submitted by registered shareholders and duly appointed proxy holders logged into today using the instant messaging service of the virtual interface. When asking a question, please indicate your name and which entity you represent, if any. Those logged in as guests will not be able to ask questions. Questions submitted by registered shareholders or duly appointed proxy holders will be addressed during the question-and-answer period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. For purposes of the meeting today, voting on all matters will be conducted by an electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each item of business after the presentation of all business items. If you're logged in as a guest today, you will be able to observe the meeting but will not be able to ask questions or vote on any items. I will indicate when voting has opened. If you're eligible to vote, you will receive a message on the virtual interface requesting you to register your votes at which point you will only have a certain amount of time to complete your voting. I understand that the scrutineers have tabulated the votes received by proxy properly submitted prior to the meeting. If you've previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote. I also note that prior to the start of the meeting, I received a report from the scrutineers in respect of each resolution. The scrutineers have indicated that based on proxies received prior to the start of the meeting, at least a majority of shares voted were voted in favor of each resolution. Therefore, rather than waiting for a new interim voting report to be generated during the meeting, I will declare each motion carried following voting. Our report showing full voting results will be published on SEDAR and by press release following the meeting. For more information regarding the virtual meeting platform, please refer to the Management Information Circular sent to shareholders prior to this meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I will now call to order the Annual Meeting of Shareholders of the company. I appoint Jason Roos, Chief Financial Officer and Corporate Secretary of the company, to act as the secretary of the meeting. For purposes of this meeting, I appoint Odyssey Trust Company through its representatives as scrutineers to calculate and report on the votes in respect to motions presented at this meeting. The purposes of today's meeting are set out in the Management Information Circular of the company dated May 19, 2021. The notice calling this meeting, the Management Information Circular and the form of proxy were mailed to shareholders who are entitled to receive the notice of meeting on or about May 27, 2021. The audited consolidated financial statements of the company for the year ended December 31, 2020, and related management discussion and analysis are available under the company's profile on the SEDAR website. Copies of all the documents are also available on the company's website, which is linked at the bottom left of your viewer screen. Unless there is any objections, I will dispense with the reading of notice of the meeting. Seeing no objections, we will dispense with the reading. With respect to the mailing of the proxy to shareholders, I direct the statutory declaration of mailing be annexed to the minutes of the meeting. The preliminary scrutineers' report shows that a quorum of shareholders is present at this meeting. As such, I declare that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on attendance be annexed to the minutes of the meeting. As the first item of business on the agenda for today's meeting, I will present the meeting of the audited consolidated financial statements for the company for the year ended December 31, 2020, together with the auditor's report thereon. Copies of such documents are available to be viewed on SEDAR and at the link to the company's website shown at the bottom left of the your screens. Unless there is any objection, I will dispense with the reading of the financial statements or auditor's report thereon. Seeing no objections, I will dispense with the reading. The next item of business is the election of Directors. The Board of Directors has fixed the number of directors to be elected at the meeting at 5. The 5 Directors to be elected by shareholders of the company shall hold office until the close of business of the next Annual Meeting of Shareholders or until their successors are elected or appointed. The following persons have been nominated as Directors: Edward Goldthorpe, Perry Dellelce, Sabrina Liak, Radford Small and Stephen Usher. Each of the persons nominated has confirmed that he or she is prepared to serve as a Director. If there are no further nominations, I will declare nominations closed. Since there are no other nominations, I move and second a motion to elect the Directors. As mentioned at the beginning of the meeting, voting on all matters will take place at the same time closer to the end of this meeting. I'll now move to the next item of business. The next item of business is the appointment of auditors. The next item business to appoint the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. I move and second that Deloitte & Touche be appointed as auditors of the company until the next Annual Meeting of Shareholders, and that the Board of Directors to be authorized to fix the remuneration. I will now move on to the voting on both items of business. As mentioned earlier, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user name, and wish to vote, will be able to see on the screen all motions being brought forth in this meeting. As previously mentioned, if you already voted by proxy prior to the meeting, you do not need to vote again now. As such, any such votes will overall your prior votes. Guests are not permitted to vote. And as such, if you're logged in as a guest, your screen will not change. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed Director and next to the resolution with respect to the appointment of auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. I will now pause during the voting period, and will announce once the polls will be closed. [Voting]

As the polls have now been opened for the allotted time, I direct that Odyssey close the polls. As mentioned earlier, prior to the start of the meeting, I received a report from the scrutineers in respect to each resolution. The scrutineers have indicated that based on proxies received prior to the start of this meeting, at least a majority of the shares voted in -- were voted in favor of each resolution. I therefore declare that each motion be carried. Each of the 5 nominees have been elected as Directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. On behalf of the company, I would like to thank the Directors for agreeing to stand for election. And for the continuing Directors, past efforts and contributions to Mount Logan. Deloitte & Touche has been appointed as the auditors of the company. And the Board of Directors of the company have been authorized to fix the remuneration. I would ask the scrutineers to compile the report regarding the full results of voting on all business matters, which results will be published on SEDAR and by press release following the meeting. I also direct that the report be annexed to the minutes of this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. Unless there are any further business, I will terminate the meeting. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. As a formal part of the meeting is now being concluded. We will now open up the floor for any questions shareholders may have. I ask that all registered shareholders and duly appointed proxy holders who would like to ask a question use the instant messaging feature of the virtual interface to do so. Those logged in as guests will be able to see any published questions that will not be able to ask questions themselves. We will answer as many questions as time permits. When asking your question, please state your name and the entity you represent, if any. For each question we answer, we will summarize the question, read out loud the name of the person who asked such a question, and if applicable, the entity such person represents. We'll now give registered shareholders and duly appointed proxy holders a moment to type their questions. [ Mitchell ], is there any questions that have been logged with the system?

No questions, yet.

Okay. We'll give it another minute or 2. Okay. Seeing that there's no questions, we'll wrap up the Q&A session. But as we see a number of you logged in here, we're always available, one-off, any member of management to answer any questions or comments or concerns that you may have. Thank you very much for all your support. Thank you very much for attending the meeting. And with that, why don't we move to close the meeting.