South Bow Corporation ($SOBO)
Earnings Call Transcript · May 7, 2026
Earnings Call Speaker Segments
Bevin Wirzba
ExecutivesWelcome to our to our Annual General Meeting of the shareholders of South Bow Corporation. I am Bevin Wirzba, Director, President and Chief Executive Officer of the company and I will preside over this meeting as required by the bylaws of the company. As this meeting is being held virtually via live audiocast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Lumi platform. Only registered shareholders and duly appointed proxy holders are able to vote by electronic ballot. Note that any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. We recommend that those that have already voted by proxy and do not wish to change their vote, do not vote on the polls taken during the meeting. Guests, including nonregistered shareholders who have not duly appointed themselves as proxy holder are able to attend and listen to the meeting but are not able to vote at this meeting. We will now open the voting for all of the resolutions. When you are asked to vote on the Lumi platform, please vote through the Lumi platform. We will provide you with all voting results for all resolutions at the end of the meeting. Questions or objections in respect of a motion can be submitted by any registered shareholder of the company or any duly appointed proxy holder using the Lumi messaging interface -- please note that there may be a delay before the moderator will be able to see a submitted question. Therefore, at various intervals throughout the meeting, we will pause briefly for between 5 and 10 seconds to allow you to ask your questions using the messaging interface. If you do not respond during the brief pause, you can indicate that you have a question using the messaging interface, and we will pause the meeting until you have had an opportunity to submit your question. Although questions can be submitted throughout the meeting, they will be addressed at the appropriate time during the meeting. Please limit your questions to topics related to today's subject matter and keep your questions short and to the point. Due to the time constraints, the bulk of questions will be addressed at the end of the meeting, and we will not have time to answer every question which is asked. For each question we answer, we will read the question and provide an oral response. Any questions which were already answered or that are redundant or repetitive will not be answered. The company has arranged for Kate Fischer, the company's Corporate Secretary and Jillian Acton, Senior Legal Counsel to move and second motions today, respectively. We will now proceed with the formal portion of the meeting. Pursuant to the company's bylaws, the Corporate Secretary of the company, Kate Fischer, will act as Secretary of the meeting. Stephen Bandola of Computershare Investor Services Inc. will act as scrutineer of this meeting. The purpose of today's meeting is set out in the management information circular of the company dated March 13, 2026, which I will refer to as the circular. I have before me an attestation from Computershare and an attestation from Broadridge Financial Solutions, Inc. as to the mailing of the applicable meeting materials to security holders, including the notice. I direct that the secretary annex such affidavit to the minutes of this meeting as a schedule. Copies of the circular and other meeting materials are available under the company's profile on SEDAR+. Unless there is any objection, I will dispose with the reading of the notice.
Unknown Attendee
AttendeesNo objections have been received.
Bevin Wirzba
ExecutivesAs no objections have been received, I dispense with the reading of the notice and will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. A quorum for any meeting shall be two persons present and each entitled to vote there at and representing either in their own right or by proxy or as a duly authorized representative of the institutional shareholder 25% of the issued common shares of the company carrying voting rights at such time. The scrutineers' report shows a quorum of shareholders of the company to be present, and I, therefore, declare the requisite quorum to be present at the meeting. I direct that the secretary annex the formal scrutineers' report to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at and for the fiscal period ended December 31, 2025, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the registered shareholders and beneficial shareholders who requested such documents and are also available on the company's SEDAR profile. Are there any questions dealing with the financial statements or the auditor's report?
Unknown Attendee
AttendeesNo questions have been received.
Bevin Wirzba
ExecutivesAs there are no questions, I will proceed to the next item of business. The next item of business is the election of directors. Our bylaws contain advanced notice provisions, which provide a procedure to be followed for the nomination of directors at meetings of shareholders of the company. In accordance with the advanced notice provisions, the only individuals entitled to be nominated as directors at this meeting are the persons named in the circular, each of whom is consented to act as a director if elected. Accordingly, the nominees are Chansoo Joung, George Lewis, Leonard Mallett, Robert Phillips; Sonya Reed, Shannon Ryhorchuk, Mary Pat Salomone, Frances Vallejo, Don Wishart, Bevin Wirzba and Hal Kvisle are hereby nominated 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 Canadian Business Corporations Act and the bylaws of the company. Are there any questions on the election of directors?
Unknown Attendee
AttendeesNo questions have been received.
Bevin Wirzba
ExecutivesAs there are no questions and in accordance with the advanced notice provisions of the company bylaws, -- no further nominations may be made at this time. I now put the motion to the shareholders of the company. Voting will proceed electronically. [Voting]
Bevin Wirzba
ExecutivesThe next item of business is to appoint KPMG LLP as the auditors of the company and to authorize the directors to fix their renumeration. May I have a motion on that matter.
Unknown Attendee
AttendeesI move that KPMG LLP be appointed as auditors of the company and authorize the directors to fix their remuneration. I second the motion.
Bevin Wirzba
ExecutivesAre there any questions?
Unknown Attendee
AttendeesNo questions have been received.
Bevin Wirzba
ExecutivesAs there are no questions, I will proceed. I now put the motion to the shareholders of the company. Voting will proceed electronically. [Voting]
Bevin Wirzba
ExecutivesThe next item of business is a nonbinding advisory vote by way of an ordinary resolution supporting our approach to executive compensation as described in the circular. May I have a motion on the matter?
Unknown Attendee
AttendeesI move that the nonbinding advisory vote by way of an ordinary resolution as described in the circular be approved. I second the motion.
Bevin Wirzba
ExecutivesAre there any questions?
Unknown Attendee
AttendeesNo questions have been received.
Bevin Wirzba
ExecutivesAs there are no questions, I will proceed. I now put the motion to the shareholders of the company. Voting will proceed electronically. [Voting]
Bevin Wirzba
ExecutivesI have now been advised that the scrutineer has completed the tabulation of votes for all resolutions based on the tabulation, I can confirm that the requisite approvals have been obtained for the election of the 11 nominated directors, the appointment of auditors and the nonbinding advisory vote of executive compensation. The voting results of this meeting will be posted on the company's SEDAR+ profile after this meeting. As that concludes the formal business agenda of the meeting, I declare the meeting terminated. On behalf of the Board of Directors, I would like to thank you for attending today. The formal part of the meeting has now ended. I now want to briefly touch on South Bow's performance as a stand-alone company and our focus for the year ahead. From day one, we were clear on our priorities, operate our assets safely, deliver predictable financial performance through disciplined capital allocation and grow our strategic corridor. I'm proud to say we are delivering and are doing that by living our values. In 2025, safety was never compromised. Operational and financial discipline showed up in our results and decisions, strategic, financial and organizational were made with a long-term mindset. We focused on what we could control, strong execution, disciplined capital allocation and a clear framework for how we will create value over time. Equally important was continuing to build South Bow's team. We empowered our people with clear accountability and enforced a culture built on respect, integrity and ownership. Our people stepped up and they continue to do so every day. I want to thank our employees for their commitment and our Board for their guidance. We are still early in South Bow's journey, but the foundation is firmly in place, and our identity is clear. We know who we are, how we operate and what we stand for. We've entered our second year with momentum and confidence in the path ahead. In 2026, our focus is clear. We will prioritize safe operations and the integrity of our assets, advance our customer-led growth strategy and strengthen our competitive position by leveraging our irreplaceable corridor, maintain financial strength and discipline, disciplined capital allocation and continue delivering long-term value through a sustainable dividend and profitable growth. On behalf of the South Bow Board of Directors and leadership team, thank you to our shareholders for your continued support and confidence in South Bow. We are excited about what lies ahead as we deliver on our strategic objectives. Have a great day, and we look forward to connecting with you again tomorrow morning for our first quarter earnings call.
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