STEP Energy Services Ltd. (STEP) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the special meeting of STEP Energy Services Ltd. Please note, the meeting will be recorded. I would like to introduce Edward LaFehr, Lead Director of the Corporation's Board of Directors and Chair of the Special Meeting and Special Committee of the Board of Directors of the corporation. Mr. LaFehr, the floor is yours.

Good morning, fellow shareholders, and welcome to the Special Shareholder Meeting of STEP. Thank you for joining us today. I am Edward LaFehr, Lead Director of the Board of Directors and Chair of the Special Committee of the Board of Directors. I'm joined today by Klaas Deemter, Chief Financial Officer; and Joshua Kane, VP, Legal and General Counsel. Although the meeting is being held virtually, we nonetheless welcome questions from our shareholders. Questions can be submitted through the Ask a Question button on the virtual platform. Questions or comments submitted through the virtual platform will be read or summarized by a representative of STEP, after which I, as Chair of the meeting, will respond or direct the question to the appropriate person to respond. If several questions relate to the same or a very similar topic, we may choose to group such questions and indicate that similar questions were received. I would now like to call this meeting to order. In accordance with the bylaws, I will act as Chair of the meeting, and Joshua Kane will act as Secretary of the meeting. As a procedural matter, I remind you that only registered shareholders who held shares at the close of business on October 28, 2025, the record date for this meeting and duly appointed proxy holders are entitled to take an active part in the business of this meeting. If you are a registered shareholder or a duly appointed proxy holder and wish to vote during the meeting, you can vote through the polls, which will be open for the resolution, click the voting button on the left menu of your screen when the vote is announced. The notice of meeting and accompanying management information circular and the form of proxy have been made available to shareholders as of record October 28, 2025. The Secretary of the meeting has provided me with a sworn affidavits from TSX Trust and Broadridge as to the delivery of the form of proxy or voting instruction form and notice and access notice to shareholders, and I ask that the secretary file a copy of such affidavits with the minutes of today's meeting. I appoint Patricia Selby of TSX Trust Company, the corporation's registrar and transfer agent to act as scrutineer. Pursuant to the bylaws of the corporation and the interim order of the King's Bench of Alberta dated October 28, 2025. A quorum is present at the meeting if at least 2 shareholders or duly appointed proxy holders are present or representing in the aggregate not less than 15% of the shares entitled to vote at the meeting. The scrutineers have provided me with a preliminary report on attendance and the count indicates that there are approximately 94.183% of the common shares outstanding currently represented at this meeting. I also note that under applicable corporate law and the corporation's bylaws, the corporation is permitted to hold this meeting by the electronic means that we are using. I therefore declare that a quorum is present, and this meeting is properly constituted for the transaction of business. A copy of the scrutineers' final report will be filed with the records of this meeting. There is one formal item of business for consideration at the meeting, which is the approval of the proposed arrangement under Section 193 of the Business Corporations Act, Alberta between STEP, the limited partnerships comprising ARC Energy Fund 8 and 2659160 Alberta Limited, as more particularly described in the management information circular dated October 28, 2025. Hereafter, the limited partnerships comprising ARC Energy Fund 8 and 2659160 Alberta Limited will be referred to as the ARC entities. In order to become effective, the resolution approving the arrangement must be approved by at least 2/3 of the votes cast by the shareholders of the corporation present or represented by proxy at this meeting and also by a simple majority of the votes cast by shareholders present or represented by proxy at this meeting, excluding the votes attached to share [ zone, ] controlled or directed by the ARC entities and any related or interested party of the ARC entities in accordance with applicable securities law. The full text of the special resolution approving the arrangement is set forth in Appendix A to the information circular. And unless otherwise requested, I will dispense with the reading of such resolution. Voting for the matter will proceed by way of ballot. The polls are now open, and we invite registered shareholders and proxy holders to submit their vote if they have not already done so by clicking the voting button on the left menu on your screen when the vote is announced. If you have already voted or sent in a proxy, there is no need to do anything at this time unless you wish to change your vote. Joshua Kane, would you please move a motion to approve the arrangement resolution.

My name is Joshua Kane. I am a shareholder, and I move that the arrangement resolution, the full text of which is set out on Page A2 of Appendix A of the management information circular dated October 28, 2025, be [indiscernible].

Thank you, Josh. Have we received any comments or questions on the motion?

No, Mr. Chair, we have not.

Thank you, Josh. I will now ask Klaas Deemter to second the motion.

My name is Klaas Deemter. I am a shareholder, and I so move.

We will now proceed to a vote. You are able to vote for or against the arrangement resolution. I will take a brief pause for a minute to allow folks to make their votes. [Voting]

Okay. There being no further business, the polls are now going to close. The scrutineers will now count the votes and report back to the meeting. This will take a moment. I have now received from the scrutineers their preliminary report on the ballot and declare that the arrangement resolution has been properly approved. A press release and report on voting results indicating the detailed outcome of the vote will also be publicly filed after this meeting on SEDAR. That concludes the formal business of the meeting. Josh, have we received any comments or questions?

No, Mr. Chair, we have not.

I therefore declare that the meeting be terminated. And on behalf of the Board of Directors of STEP, I'd like to thank everyone for attending the special meeting of shareholders and for your participation. I would also like to sincerely thank the members of the special committee of the Board of Directors as well as other members of the board, our management team, our independent advisers and the many other individuals that contributed to this transaction. Thank you very much.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.