Roots Corporation (ROOT) Earnings Call Transcript & Summary

Good afternoon. At this time, I would like to welcome everyone to Roots Corporation's Special Meeting of Shareholders. Before the meeting begins, Roots would like to remind listeners that some of the statements made by this morning may contain forward-looking statements. These are subject to a number of risks and uncertainties that could cause actual results to differ. Roots refers listeners to the cautionary statements contained in its Management Information Circular dated September 8, 2026, and other public documents for full details. I will now turn the line to Root's Chairman of the Board, Erol Uzumeri.

Thank you, operator, and good morning, everyone. On behalf of the Board of Roots Corporation, it is a pleasure to welcome you to the Special Meeting of Shareholders which I now formally call to order. In accordance with our bylaws, Kaleb Honsberger, Roots' General Counsel, will act as Secretary of the meeting. I would also ask Louise Waltenbury of Computershare Investor Services, our transfer agent, to act as Scrutineer of the meeting. Notice of this meeting accompanying the Management Information Circular dated September 8, 2026. The Board has fixed the close of business on September 8 as the record date for determining the shareholders entitled to receive notice of, and to vote at this meeting. Notice of the special meeting was mailed to shareholders on September 14, 2026. We have received affidavits of Computershare Investor Services, Inc. and Broadridge Investor Communications Corporation, confirming the mailing in accordance with one, the Canadian Business Corporations Act. Two, the bylaws of the company and three, the interim order of the Ontario Superior Court of Justice Commercial List dated September 8, 2026. I direct that copies of these affidavits be kept with the records of this meeting. We have received the Scrutineer's preliminary report on shareholder attendance at this meeting, and the Secretary has confirmed that there is a quorum present. I would ask that the secretary file a copy of the scrutineer's report with the minutes of this meeting. Of the approximately 39 million issued and outstanding shares, approximately 28 million or 72% are represented. I therefore declare that the meeting is properly constituted for the transaction of the business for which it has been called. I will begin by outlining how voting and questions will be addressed in this virtual meeting format. Voting will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on the special resolution after the presentation of such items. When you are asked to vote, you can do so by using the voting icon on the right side of your screen. You will only have a certain amount of time to do so when the polls are open. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote in the meeting. Please note that only registered shareholders or duly appointed proxy holders that have logged into the meeting using their control number are entitled to vote or submit questions during the meeting. To submit a question, please use the Q&A feature of the online platform. When submitting a question, please identify whether it relates to the motion being considered as part of the formal business of the meeting or whether it is general in nature. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until after the formal business has been completed. Questions with common themes may be grouped together for efficiency. I encourage you to submit your questions as early as possible and to keep your questions brief. I'll now turn to our formal business. The only item of business to consider and if deemed advisable to pass with or without variation, a special resolution to approve a statutory plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act [ involving ] amongst others, the company and JM&A Design & Development, Inc., which I'll refer to as a purchaser, pursuant to its Marquee Brands LLC, through a strategic operating partner led by Joseph Mimran and Frank Rocchetti will acquire all of the issued and outstanding common shares of Roots Corporation at a price of CAD 4.10 a share. The complete text of the special resolution is set out in Appendix B to the Management Information Circular dated September 8, 2026. To be effective, the special resolution will require the affirmative vote of one, at least 2/3 of the votes cast by shareholders present today or presented by proxy entitled to vote at this meeting; and two, a majority of the votes cast by shareholders present today or represented by proxy and entitled to vote, excluding for this purpose, the votes attached to the shares held by our CEO and Director, Meghan Roach; and our Director, Edward H. Kernaghan and their affiliates, whose votes are required to be excluded from such majority approval in the context of a business combination under Multilateral Instrument 61-101, protection of minority security shareholders in special transactions. For the reasons stated in the Management Information Circular dated September 8, 2026, the Board unanimously determined that the arrangement is fair to the holders of common shares of the company and that the arrangement and the entering into of the arrangement agreement are in the best interest of the company and has unanimously recommended that shareholders vote in favor of the special resolution. Unless there is any objection, I will dispense with the reading of the special resolution. As no objections have been received, I will dispense with the reading of the special resolution. At this time, we would like to open this meeting to a discussion of any questions on the special resolution that have been submitted to this meeting, and I now invite Kaleb to read any questions submitted.

Good afternoon. Please wait a moment while I gather any questions submitted. I see no questions at this time. Please go ahead, Mr. Chair.

Thank you, Kaleb. I'll now ask registered shareholders or duly appointed proxy holders to cast through the online portal. At this point, all registered holders and proxy holders who are properly logged in with their control numbers or invite code and wish to vote will be able to see on the motion being brought forth at this meeting. Please register your votes by selecting the For or Against buttons on the voting page. [Voting]

Thank you for casting your votes. The polls are now closed. We will now provide a moment for the scrutineer to compile the preliminary vote report. I have been informed by the scrutineer that the preliminary vote shows that a special resolution has passed with the requisite shareholder support. Based on the preliminary tabulation, I declare the special resolution approved. I direct the scrutineers' complete report on the ballot be annexed to the minutes of the meeting. We will be reporting the final results of this meeting in a press release posted on the company's Sedar+ profile shortly after this meeting. As there is no further business to be brought before the meeting, I now move and second the formal termination of this meeting and declare the meeting terminated.

This concludes the meeting. You may now disconnect.