Parex Resources Inc. (PXT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Common Shareholders of Parex Resources Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure, reading, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Wayne Foo, Board Chair of Parex. The floor is yours.

[Audio Gap] shareholders of Parex Resources Inc. The meeting will now come to order. My name is Wayne Foo, and I'm the Board Chair of Parex. With the approval of the meeting, I will also act as chair of the meeting. This year's meeting is being held in a hybrid format to allow registered shareholders and duly appointed proxyholders to attend the meeting in person or virtually through the Computershare virtual shareholder meeting platform. Registered shareholders and duly appointed proxyholders attending virtually will be able to vote and to submit questions and comments to the Computershare moderator to be read and addressed at the meeting. If you have a question or comment, please submit it to the Computershare virtual platform. Questions related to the motions before the meeting may be addressed during the meeting. All other questions will only be addressed during the question period at the end of the meeting. I'd now like to introduce the other directors of Parex that have joined us here in person today. I would ask that each director stand when their name is called? Lynn Azar, Lisa Colnett, Sig Cornelius, Robert Engbloom, Bob MacDougall, Glenn McNamara, Imad Mohsen and Carmen Sylvain. I'd also like to introduce the executives of Parex in attendance today: Imad Mohsen, President and Chief Executive Officer; Sanjay Bishnoi, Chief Financial Officer; Eric Furlan, Chief Operating Officer; Mike Kruchten, Senior Vice President, Capital Markets and Corporate Planning; Josh Share, Senior Vice President, Corporate Services; Katie Bernard, Vice President, New Ventures. Attending the meeting virtually today, I'd also like to acknowledge Daniel Ferreiro, President and Country Manager of Parex Colombia. I'll ask Bruce Allford to act as Secretary of the meeting and Laura Stone of Computershare Trust Company of Canada to act as scrutineer of this meeting. In order that the meeting covers all of the business for which it was convened within a reasonable period of time, we have prearranged with certain people to move and second certain resolutions. This procedure is not an attempt to discourage participation but merely a way to expedite proceedings. At the conclusion of the formal business of the meeting, I will pause to address any questions that have been submitted to the virtual portal specifically related to the matters of the AGM. We have previously mailed to the shareholders the meeting materials and the financial statements of the company for the year ended December 31, 2023, and the auditor's report thereon. I direct that copies of the documents mailed to shareholders, along with the confirmation of mailing of such documents provided by Computershare, be kept by the secretary with the minutes of this meeting. Further, the reading of the notice of the meeting has been dispensed with. Pursuant to the bylaws of the company, business may be transacted at this meeting if not less than 2 holders are present, owning or representing by a proxy 25% of the shares entitled to be voted at the meeting. The scrutineer's report has now been received, and it shows that there is a quorum present at the meeting. I declare that the meeting is regularly called and properly constituted for the transaction of business. We will conduct each vote by way of an in-person ballot and by way of vote cast on the Computershare virtual platform. I understand that the scrutineers have tabulated all the votes received prior to the voting cutoff. Thank you to our shareholders who have voted in advance. If you have previously voted, you do not need to vote again. By voting again, you will revoke any previous vote made prior to voting cutoff. I will now ask Computershare to open the balloting for registered holders and duly appointed proxyholders voting on the Computershare virtual platform for all of the resolutions. The polls are now open. At this point, all registered shareholders and duly appointed proxyholders attending the meeting virtually that have properly logged in with their control numbers or user name and who wish to vote will be able to see on the screen all motions being brought forth at the meeting. These include a motion to terminate the meeting, which will be enacted after the announcement of the voting results on the matters considered at this meeting. Please register your votes by selecting for, against or withheld buttons as applicable next to each of your resolutions. If you are attending the meeting in person, you should have completed your ballot when you entered the meeting. If you have not yet submitted your ballot, please provide it to the scrutineers now. Particulars of the votes cast on all matters may be obtained from the secretary after the meeting. I direct that the scrutineers' report on all matters be annexed to the minutes of the meeting as a schedule. The first item of business is the presentation to shareholders of the financial statements of the company for the fiscal year ended December 31, 2023, and the auditor's report thereon. A copy of the financial statements has been mailed to each registered shareholder with a copy also located on the Computershare dashboard page. The next item of business is to fix the number of directors of the company to be elected at the meeting.

I move the number of directors to be elected at the meeting to be fixed at 9 directors.

I second the motion.

Are there any questions from any registered shareholders or proxyholders? The next item of business is the election of directors.

I nominate Lynn Azar, Lisa Colnett, Sig Cornelius, Robert Engbloom, Wayne Foo, G.R. Bob MacDougall, Glenn McNamara, Imad Mohsen and Carmen Sylvain as Directors of the company to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act in Alberta and the bylaws of the company.

I second the nominations.

Are there any questions from any registered shareholders or proxyholders? The next item of business is the appointment of auditors.

I move that PricewaterCoopers LLP (sic) [ PricewaterhouseCoopers LLP, ] chartered professional accountants be appointed auditors of the company until the next Annual General Meeting or until the successors are appointed and their remuneration, as such, be fixed by the Board of Directors.

I second the motion.

Are there any questions from any registered shareholders or proxyholders? The next item of business is approve the amended and restated shareholder rights protection agreement of the company -- plan agreement of the company.

Mr. Chair. I move that the ordinary resolution as set forth in the information circular of the company dated March 25, 2024, confirming and improving the amended and restated shareholder protection rights plan agreement of the company until the termination of the Annual General Meeting of Shareholders of the company held in 2027 be approved.

I second the motion.