Polaris Renewable Energy Inc. (PIF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I hope everyone is doing well. Thank you for joining us today. My name is Jaime Guillen, and I am the Chairman of Polaris -- of the Board of Polaris Infrastructure. I will act as Chairman of this Annual and Special Meeting. On behalf of the Board, I wish to express thanks to the shareholders, who have submitted their proxies in advance of today's meeting. As this meeting is being held virtually via live webcast, it is important to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service on the Lumi platform. Please note that there will be a slight delay in the publication of the communications received. Second, when asking a question, please indicate your name and which entity you represent, if any. Third, questions will generally appear shortly after they are submitted. That will only be addressed during the question 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. Lastly, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. Only registered shareholders and duly appointed proxy holders of the company are permitted to participate in the voting. When you are asked to vote, you will receive a message on the Lumi platform, requesting you to register your vote. You will only have 3 minutes to do so. Please note that you have logged into today's meeting using your control number, you have revoked any previously submitted proxies. In order to have your vote counted, you will need to complete an electronic ballot during the allotted time. We will now proceed with the formal portion of today's meeting. I will move each item, and I have been advised by Mr. Murnaghan, our CEO; and duly appointed proxy holder in attendance today, that he would be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. I will remind you that only holders of common shares as of the record date of this meeting, being the close of business of May 7, 2021, or their duly appointed proxies are entitled to vote at this meeting. I now call to order this Annual and Special Meeting of Shareholders. In accordance with our articles, I will preside as Chair of this meeting. With the consent of the meeting, I would ask Anton Jelic to act as Secretary of this meeting. I would also ask AST Trust Company to act as scrutineer for this meeting, to report on the number of common shares at this meeting, to tabulate the votes on any ballot or poll taken at this meeting and to report to me as Chair. If there is no objection to the appointment of Anton Jelic or AST Trust Company, I will proceed. The notice calling this meeting of shareholders was dated May 17, 2021 and was made available to all shareholders in accordance with the Business Corporation Act of British Columbia and National Instrument 54-101. The purpose of today's meeting is set out in the notice of meeting. We have received an affidavit of mailing from our transfer agent, indicating that the notice and access materials were properly mailed to the company's shareholders of record as of May 7, 2021. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. The notice and access materials were mailed to shareholders on May 17, 2021. Copies of the notice of meeting, management information circular and form of proxy are available under the company's profile on SEDAR and the company's website. I direct that a copy of these materials, together with proof of mailing, be attached by the secretary to the minutes of this meeting. Pursuant to the articles of the company, quorum for the transaction of business at this meeting is 2 persons, who are, or who represent by proxy, shareholders who in the aggregate hold at least 25% of the issued shares entitled to be voted at the meeting. The scrutineers report presented to me shows that there are 53 shareholders holding 8,704,389 common shares represented at this meeting. This represents 44.82% of the 19,422,053 common shares issued and outstanding as of the record date. I therefore declare that a quorum is present, and we can proceed. I direct the Secretary of the meeting to attach a copy of the scrutineer's final report on attendance to the minutes of this meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you are asked to vote, you will receive a message on the Lumi platform requesting you to register your vote. You will only have 3 minutes to do so. After you have registered your vote for all business items of today's meeting, the scrutineer will compile the votes in respect of each business item. As noted earlier, to further expedite the formal part of the meeting, I will take all motions as seconded. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated according to your instructions. However, please note that if you have logged into today's meeting using your control number, you have revoked any previously submitted proxies. In order to have your vote counted, you will need to complete an electronic ballot during the allotted time today. As due notice has been given in accordance with our governing statute and articles and quorum being present, I now declare this meeting to be constituted for the transaction of business for which it has been called. During the course of this meeting, reference may be made to matters discussed in the management information circular. If you are unclear as to the meaning of certain terms, please refer to the circular or ask for clarification at the appropriate time. The first item of business is the presentation of the audited consolidated financial statements of the company for the fiscal year ending December 31, 2020, together with the auditor's report thereon. These materials have been made available to shareholders and are available on the company's website and under the company's profile on SEDAR. These financial statements are presented to the meeting, but no other action is required with respect to them. I will entertain questions with respect to the financial statements of the company in the general question period later. Moving on to the next slide with the appointment of our auditor and the authorization of directors to fix the auditors' remuneration for the 2021 fiscal year. Is there any discussion on this motion? I'm sorry, let's go back. I jumped to the next page. Moving to the next item of business. As set out in the management information circular, it is proposed that each of the following 5 individuals serve as a director of the company until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. One, Jaime Guillen myself; two, James Lawless; three, Marc Murnaghan; four Margot Naudie; and five Marcela Paredes de Vásquez. As no nominations were received by the company in accordance with our advanced notice policy, I declare the nominations closed. The formal proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? None. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will, therefore, continue with the next item of business, which is the appointment of the company's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. So moving to the next item of business, we will proceed with the appointment of our auditor and the authorization of the directors to fix the auditor's remuneration for the '21 fiscal year. Is there any discussion on the motion? The motion is now on the floor. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. I will therefore move to the next item of business. The next item of business on the agenda is in relation to the re-approval of the company's amended and restated Omnibus long-term incentive plan and approval of the grant of unallocated awards thereunder. The Omnibus long-term incentive plan is an incentive-based equity compensation arrangement. The purpose of which is to align the interest of the company's employees, officers, directors and consultants with the shareholders of the company. As stated in the circular, to be passed, this item of business must be approved by an ordinary resolution of shareholders. The text of the resolution is set out in Appendix B of the Management Information Circular. Is there any discussion on the motion? The motion is now on the floor. As previously mentioned, voting today will be conducted by a single electronic ballot. You will now be prompted to register your vote in respect to each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing on the 'For' or 'Withhold' buttons next to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors. Also, please register your votes by pressing 'For' or 'Against' next to the ordinary resolution reapproving the company's Omnibus long-term incentive plan and approving the unallocated awards under it. After 3 minutes, the electronic balloting will close and the voting page will disappear and your vote will automatically be submitted. We will wait a few moments for the completion of the electronic ballot and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 3 minutes to complete the electronic ballots. Once voting is completed, I would ask that the scrutineers compile -- scrutineer compile the report regarding the results of the voting on all business matters, and we will reconvene in a few minutes with the scrutineers' report and voting results. [Voting]

Thank you, ladies and gentlemen, for waiting. I have received the scrutineer's report and confirm the following: each of the 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. The appointment of PricewaterhouseCoopers LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. The ordinary resolution reapproving the company's Omnibus long-term incentive plan and approving the unallocated awards they're under has also been approved. I directed the results of the poll for the elections 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. This completes the formal matters of business to be conducted today. Is there any other business that should be -- that should properly come before this meeting? If there is no further business to be brought before this meeting, I move and second that the formal portion of today's meeting be concluded. As the formal business of the meeting has now been completed, I would like to turn over the floor to Marc Murnaghan, President and CEO of Polaris Infrastructure to provide a presentation following which we will hold a brief question-and-answer period.

Thank you, Jaime. In fact, I'm going to go straight to what I think is my most important slide and my shareholders know the actual business. So what I decided to do on this slide here is this total return graph, which I actually started at Polaris just over 5 years ago. So I think this 5-year total return graph is quite interesting to show, and it's something that the company can be proud of in terms of what we've done relative to the TSX, which then -- this includes dividend. So I think that the company can be very proud of this, and I'm very optimistic that the next 5 years, we can do something very similar because when I look today, where we are, as a company, compared to where we were 5 years ago. I can say that I think we're in a much better shape today than we actually were 5 years ago. We have increased the production at the San Jacinto facility from where it was. We now have an 18-year contract. So we have a much longer life on our contracts, and importantly, we're able to include the binary unit in that, which I can say is moving ahead very well, and we should be choosing the equipment supplier next week. We have formal proposals in from 4 groups, and we've gone back and forth improving that plus finalizing technical aspects. So we're very close to launching that, which combined with the revised 18-year contract, I think the binary unit really puts this project. It's, call it, icing on the cake for this project, which is something that we've always wanted to do. So that's great. We also have more knowledge of the field, more experience operating the plant than we did 5 years ago, and now we're coming up on almost a decade of operating experience there. So we are in a much better spot than we were 5 years ago in terms of knowledge of how this field works. We now have 3 operating hydro projects in Peru, which we didn't have 5 years ago. We brought 2 of those online and purchased another one, and we have some other development assets in Peru as well. I can say that our opportunity set in terms of other development, growth, acquisition opportunities like what we did in Peru is significantly bigger compared to when we started 5 years ago. It was probably 5x to 10x in terms of the number of opportunities because we have been looking and then ramped that up. So we have a much broader knowledge of what's out there than we did 5 years ago. And then what I would suggest is the team. So the team in Nicaragua is improved. We have bulked up. We call it the corporate skill set in Toronto vis-à-vis project finance, finance also in South America, so we -- in terms of the development. So the team that we have now is ready to execute on a bigger business plan, much better team and well -- better organized, I would say, than we were 5 years ago. The Board that we have is improved. We brought on Margot Naudie and Marcela Paredes, both of whom bring very specific skill sets to the company that are really valuable. So I can say that the Board has improved a lot since 5 years ago. We also have better shareholders than we did 5 years ago. We've really -- I think our shareholder base is great and has improved as we've grown and as we've diversified. We are in a better financial position, actually. Our debt is down over this piece despite the growth. And so the overall financial metrics have actually improved today to where they were 5 years ago. And then lastly, I would say, even renewables, in general, are even more in demand and more in favor than they were and the need for that is stronger than ever. And where we are in Latin America and in our position, I think that's going to continue to grow and get stronger. So I think in summary, we are in a position that is better than we were 5 years ago. We -- I think we have been good stewards of capital, and we will continue to be good stewards of capital. And so looking to replicate this over the next 5 years. And that's our goal, and that's my presentation. So I think we can stop there.

Okay. Thank you, Marc. I think the only thing I would like to add just that over the last 15 months, we've obviously, like everyone has been faced with the COVID crisis. And I think one of the things that the company has done excellent is on managing the operations, the employees and maintaining all of the facilities in operation because we are in countries where the health system and the government subsidies really is not as strong as in some of the western countries. Yet, we had very few cases and the operations were never interrupted because of any cases. We did have a few, but I think relative to any company of this size, it was extremely low. And a lot of that was just the way that the management responded to the crisis, set up contingency plans, isolated key personnel at least during some of the peak periods, in order to make sure that we would continue operating the plant because, on the one hand, we're obviously an essential service in the countries in which we operate, but also to ensure that we could continue collecting revenue, which is again important for the company. So thank you, Marc. I now ask that if any attendee would like to ask a question to please do so using the instant messaging feature on the Lumi platform. We will answer as many questions as time permit. I just ask that when you're asking the question, please state your name and the entity you represent. Please limit your questions to topics relating to today's subject matter and to keep them short and to the point. We will now give attendees a few moments to submit any questions before continuing. As we do not seem to have any questions at this time, we will sort of conclude the question-and-answer portion of this meeting, and I will now conclude the meeting of the company. So on behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year, and I wish everyone a safe and healthy summer.