TransAlta Corporation ($TA)

Good morning. I'm the conference operator. And at this time, I would like to welcome everyone to TransAlta Corporation's Annual and Special Meeting of Shareholders. Thank you for joining us. Mr. Dielwart, you may begin your meeting.

Thank you. Good morning, fellow shareholders. Welcome to TransAlta's 2026 Annual and Special Shareholders Meeting. I'm John Dielwart, Chair of the Board of Directors. Today's meeting is being hosted virtually, which provides shareholders the ability to access and participate in the meeting regardless of their location. While virtual in format, the meeting will be conducted in the same manner as an in-person meeting. There will be no management presentation following the formal business of the meeting. With me here today is Joel Hunter, formerly Executive Vice President, Finance and Chief Financial Officer; and effective today, President and Chief Executive Officer of the corporation, congratulations to Joel. Also here with me today is Nancy Brennan, our Executive Vice President, Legal, External Affairs and Corporate Secretary. I now call this meeting to order. I will ask -- I will serve as Chair of the meeting, and Nancy Brennan will serve as Secretary. I will first address a few procedural matters for the meeting. Only registered shareholders who held shares at the close of business on March 12, 2026, the record date for this meeting or such shareholders' duly appointed proxy holders are entitled to vote or ask questions at this meeting. To vote during the meeting, please use the electronic ballot that will appear on your screen in the online portal. You may begin voting now or at any time throughout the meeting. To ask a question, please enter it in the text box on your screen and follow the instructions in the online portal. Questions may be submitted now and throughout the meeting. When submitting a question, please provide your name and indicate whether you are a registered shareholder or proxy holder. Responses to any questions not answered during the meeting will be posted on our website. The Secretary has provided proof that the notice of meeting, management proxy circular, forms of proxies and voting instruction forms were mailed on March 31, 2026, to shareholders of record at the close of business on the record date. These documents and our integrated report containing our audited consolidated financial statements for the fiscal year ended December 31, 2025, made are also available electronically on TransAlta's SEDAR+ profile. Gloria Gherasim of Odyssey Trust Company, TransAlta's registrar and transfer agent, will serve as scrutineer for the meeting. A quorum for this meeting is at least 2 persons present, representing at least 25% of the outstanding shares. The scrutineer has provided me with a preliminary report on attendance, which indicates that 63.55% of TransAlta's issued and outstanding common shares are currently represented at this meeting. I therefore declare that a quorum is present, and this meeting is properly constituted for the transaction of business. A copy of the scrutineer's final report will be filed with the records of the meeting. We will address 5 items of formal business today, the details of which are provided in our management proxy circular. Prior to moving to the first item of business and opening the polls for voting, I am pleased to report that we have received a sufficient number of proxies to carry each item of business, including the election of each nominated director. Nonetheless, we encourage shareholder participation at the meeting, and we will now proceed presenting each item of business so that it may be formally approved. Before addressing our first term of business, the election of directors, I wish to take a moment to acknowledge Alan Fohrer and Candace MacGibbon, who are retiring from the Board this year. Alan and Candace have served on the Board since 2013 and 2023, respectively. During their tenures, Alan and Candace have each made significant contributions as directors and played an instrumental role in advancing TransAlta's strategy. On behalf of the Board and TransAlta's management team, I wish to thank each of them and extend our best wishes for their future. I'd also like to acknowledge retiring CEO, John Kousinioris. John has been with the company in multiple roles, including General Counsel, Chief Operating Officer and for the last number of years, President and Chief Executive Officer. He's been an integral part of the team as the company managed its way from predominantly coal-fired power producer to now an integrated renewables and thermal producer. John, thank you very much for all you have done for your shareholders. And I personally want to thank you for your help to me. Moving now to the election of directors. Our 9 proposed director nominees are set out in the management proxy circular. These individuals are Brian Baker, Laura Folse, Joel Hunter, Thomas O'Flynn, Bryan Pinney, James Reid, Manjit Sharma, Sandra Sharman and myself, John Dielwart. Can I please have a motion to approve the appointment of our Board -- to our Board of each of the 9 nominated directors?

I move that the following director nominees be elected to the Board of Directors to hold office until the next Annual Meeting of Shareholders or until their respective successors are elected or appointed. Brian Baker, John Dielwart, Laura Folse, Joel Hunter, Thomas O'Flynn, Bryan Pinney, James Reid, Manjit Sharma and Sandra Sharman.

Thank you. May I have the motion seconded?

I second the motion.

Thank you. Nancy, have we received any questions or comments related to the election of directors?

No, Mr. Chair, I confirm we have not. Thank you.

Given there have been no comments, we will now proceed to a vote. You are now able to vote for or against each of the individual director nominees. The next item of business is the presentation of TransAlta's annual consolidated financial statements for the fiscal year ended December 31, 2025 and auditor's report. These materials are included in the 2025 Integrated Report, which has been made available to shareholders, both on SEDAR+ and on our website. The 2025 financial statements have been audited and approved by the Board. Ms. Anne Brockett, a representative of Ernst & Young LLP, is also available to answer questions with respect to the financial statements. Nancy, have we received any questions or comments on the financial statements?

No, Mr. Chair, I confirm we have not. Thank you.

Thank you, Nancy. The next item of business is the reappointment of TransAlta's auditors, Ernst & Young LLP. This appointment is for the upcoming year with the corresponding fees fixed by the Board. I will now ask for a motion for the reappointment of Ernst & Young LLP as TransAlta's auditors.

I move that Ernst & Young LLP be appointed as auditors of TransAlta until the close of its next Annual Meeting of Shareholders and the directors of TransAlta Corporation be authorized to fix their remuneration.

Thank you. May I have that motion seconded?

I second the motion.

Thank you. Nancy, have we received any comments or questions on this matter?

No, Mr. Chair, I confirm we have not. Thank you.

Thank you, Nancy. The next item of business is on an advisory basis, an ordinary resolution approving TransAlta's approach to executive compensation, commonly known as say-on-pay, set out on Page 39 of this year's management proxy circular. I will now ask for a motion to pass the resolution set out on Page 39 of the management proxy circular regarding TransAlta's approach to executive compensation.

I move that the nonbinding advisory resolution regarding TransAlta's approach to executive compensation be passed by shareholders of the corporation.

Thank you. May I have the motion seconded?

I second the motion.

Thank you. Nancy, have we received any questions or comments on this matter?

No, Mr. Chair, I confirm we have not.

Thank you, Nancy. The next item of business is an ordinary resolution to approve the increase in the number of shares reserved for issuance under the corporation's share unit plan. Full details on the plan and proposed resolution are provided on Pages 40 and 41 of the management proxy circular. I will now ask for a motion to approve the increase in the number of shares reserved for issuance under TransAlta's share unit plan.

I move that the ordinary resolution regarding the increase in the number of shares reserved for issuance under the share unit plan as set out on Page 41 in the management proxy circular be passed by shareholders of the corporation.

Thank you. May I have the motion seconded?

I second the motion.

Thank you. Nancy, have we received any questions or comments on this matter?

No, Mr. Chair, I confirm we have not. Thank you.

Thanks again, Nancy. This brings us to the end of the items of business for this meeting. Nancy, prior to the closing of polls, can you confirm if any questions or comments on any matter of business have been received?

No, Mr. Chair, I confirm we have not received any questions or comments on the formal items of business. Thank you.

Thank you, Nancy. There being no further business, I now declare the polls open for voting -- sorry, the polls for voting to be closed. We'll just wait a brief minute for the tabulation. I am pleased to advise that we now have received the voting results. I am pleased to report that each of the resolutions on the items of business discussed at today's meeting have been approved by the shareholders. A press release and report on voting results on all items of business will also be publicly filed after this meeting on SEDAR+. That concludes the formal business of the meeting. Accordingly, I now declare the formal portion of the meeting to be terminated. The meeting is now open for questions. Nancy, do we have any questions?

I confirm we have no questions. Thank you, Mr. Chair.

There being no questions, I now declare the meeting terminated. I wish to thank our shareholders for their continued support of TransAlta and your participation in the meeting today.