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

Good morning. Welcome to the Annual and Special Meeting of Shareholders of Mount. Logan Capital Inc. My name is Ted Goldthorpe. 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 the shareholders prior to this meeting, this year's shareholders meeting is being conducted online only in virtual format. As this mean is being held virtually via live webcast, I would like to first set out a few rules for the orderly conduct of the meeting. [Operator Instructions] Questions will be addressed during the question-and-answer period at the end of this meeting provided that the 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 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 vote on any items. I will indicate when voting is opened. If you are 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 have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote. I will also note that prior to the start of the meeting, I received a report from the scrutineers in respect to each resolution. Scrutineers have indicated that based on proxies received prior to the start of the meeting, at least a majority of the shares voted were 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. A 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 the 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 now call to order the Annual and Special Meeting of Shareholders of the company. I hereby appoint Nikita Klassen, Chief Financial Officer and Corporate Secretary of the company, to act as secretary of the meeting. For purposes of the 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. Purposes of today's meeting are set out in the management information circular of the company dated May 8, 2024, which is available on the Lumi platform and on the company's website. 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 17, 2024. The audited consolidated financial statements of the company for the year ended December 31, 2023, a related management's discussion and analysis are available under the company's profile on the SEDAR website. Unless there's any objection, I will dispense with the reading of the Notice of the Meeting. Seeing no objection, I will dispense with the reading. With respect to mailing of materials to shareholders, I direct that 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 meetings of the minute. As the first time of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company for the year ended December 31, 2023, together with the auditor's report thereon. Copies of such documents are available for review on SEDAR+ and at the link to the company's website shown at the bottom of the screens. Unless there's any objection, I will dispense with the reading of the financial statements and auditor's report thereon. Seeing no objection, I will dispense with the reading. Next item of business is the election of directors. Board of Directors has fixed the number of directors to be elected at the meeting at 6. 6 directors to be elected at the meeting of the company shall hold office until the close of business on the next Annual Meeting of Shareholders or until their successors are elected or appointed. Following individuals have been nominated as directors: Edward Goldthorpe, Perry Dellelce, Sabrina Liak, Rudolph Reinfrank, David Allen and Buckley Ratchford. Each of the individuals nominated has confirmed that he or she is prepared to serve as a director. 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 will now move to the next item of business. Next item of business is 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 LLP be reappointed as auditors of the company until the next Annual Meeting of Shareholders and the Board of Directors be authorized to fix the remuneration. As voting will take place on all items close to the end of the meeting, I will now move to the next item of business. Next item of business is to consider and if deemed advisable to approve with or without variation, an ordinary resolution substantially in the form set out in the accompanied management information circular, authorizing certain amendments to the company's stock option plan, including the approval of all unallocated options, rights and other entitlements they're under as more fully described in the accompanying management information circular. Such resolution is referred hereafter as the Option Plan resolution. To pass, the Option Plan resolution must be approved by at least a majority of the votes cast by shareholders present in person or represented by proxy. Unless there is an objection, I will dispense with the reading of the Option Plan resolution allowed. As voting will take place on all items closer at the end of the meeting. I'll now move to the next item of business. Next item of business is to consider and if deemed advisable to approve with or without variation, the ordinary resolution substantially in the form set out in the company management information circular, authorizing certain amendments to the company's performance and restricted share unit plan, including the approval of all unallocated awards, rights and other entitlements thereunder and are more fully described in the accompanied Management Information Circular. Such resolution is referred to hereafter as the PR Plan resolution. To pass, the PR plan resolution must be approved by at least a majority of the votes cast by shareholders present in person or represented by proxy. Unless there is objection, I will dispense with the reading of the PR Plan resolution allowed. Hearing none. As mentioned earlier, voting today will be conducted by electronic ballot. I'll now take a moment to ask the balloting to be opened to registered holders and appointed proxy holders. 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 their screen all motions being brought forth at this meeting. As previously mentioned, if you already voted by proxy prior to the meeting, you do not need to vote again now. If you vote again now, any such votes will override your prior votes. Guests are not permitted to vote. And as such, if you logged in as a guest, your screen will not change. Please register your votes by accessing the voting page and selecting the For, Withhold or Against buttons as applicable, next to the name of the proposed director and next to the resolution with respect to the reappointment of the 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 we'll announce once the polls have closed. [Voting]

As the polls have now been open for the allotted time, I ask that Odyssey please 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. Scrutineers have indicated that based on proxies received to the start of the meeting, at least a majority of the shares voted were voted in favor of each resolution. I therefore declare that each motion has been carried. Each of the 6 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 for their past efforts and contributions to Mount Logan. Deloitte & Touche LLP has been reappointed as the auditors of the company. The Board of Directors of the company has been authorized to fix their remuneration. The amendments to the company's stock option plan, including the approval for all unallocated options, rights and other entitlements thereunder have been approved. The amendments to the company's performance and restricted share unit plan, including the approval of unallocated awards, rights and other entitlements thereunder has been approved. I will now ask the scrutineers to compile the report regarding the full results of the voting on all business matters, which results will be published on SEDAR+ and by press release following the meeting. I also direct the report be annexed to the minutes of this meeting. Formal items of business as set out in the Notice of the Meeting have now been dealt with. Unless there's further business -- any further business, I will terminate the meeting. As no further businesses come before the meeting, I declare the formal part of this meeting to be concluded. As the formal portion of the meeting has been concluded, we will now open up the floor to any questions shareholders may have. [Operator Instructions] We will now give registered shareholders and duly appointed proxy holders a moment to type in their questions. Will give it a couple of more seconds. Seeing there's no questions, we'd like to thank everybody for attending our annual meeting, and please reach out to any member of management at any time for any questions or answers that we can provide you. Thank you very much.