West Fraser Timber Co. Ltd. (WFG) Earnings Call Transcript & Summary

Good morning, everyone. I'm Hank Ketcham, Chair of the Board of Directors of West Fraser. I will act as Chair of this meeting, and Tom Theodorakis, our Corporate Secretary, will act as recording secretary. I appoint AST Trust Company, Canada, to act as scrutineer for the meeting. I'm also pleased to inform you that members of our Board of Directors and executive management team are joining us today. On behalf of our Board of Directors and management team, I'm pleased to welcome you to this special meeting of West Fraser, which due to COVID-19 is being held virtually through movie allowing us to reduce the risk posed by in-person gatherings and to help protect the health and safety of our shareholders, directors and employees and to comply with the orders of public health authorities. Thank you to all of you for joining us virtually. As this meeting is being held virtually, we would like to set out a few procedures for the orderly conduct of the meeting. Questions in respect of a motion may be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note that there may be a slight delay in questions being submitted to us. Questions on the formal meeting items will be addressed as each item is tabled. Any questions received of a more general nature will be addressed at the end of the meeting. If we're unable to address your general questions during the meeting, a representative of West Fraser will reach out to you following the meeting with a response. Shareholders may start submitting their questions now should they have them. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot for those shareholders who have not submitted a proxy or for those who have submitted a proxy and wish to change their goal. To allow sufficient time for electronic voting, the polls will be opened at the beginning of the meeting, and you will receive a message on the virtual interface requesting you to start registering your vote. I remind you that only registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user name, will be able to see on the screen, all motions being brought forth at this meeting, and will be asked to vote on each business item. I would also like to remind you that if you are a registered shareholder and you've already voted by proxy, you need not vote again unless you wish to change your vote. If you plan to vote at the meeting, you may choose to vote on each resolution immediately or wait to cast your vote until after an item is discussed or following the conclusion of discussions on all voting matters. To vote, simply click on your choice for or against, a confirmation message will appear to show -- will appear to show your vote has been received. To change our vote, simply change your selection. The vote you have submitted on each polling item at the time the poll closes will be recorded. As with any new technology, unexpected glitches may occur, but our service providers for this platform and Lumi should be able to assist as needed. Votes in favor or against for each resolution item will be tallied by the scrutineer once the voting is completed. I'll introduce the motions and request that each motion be proposed. In accordance with the articles of the company, no motion need to be seconded. For the benefit of the meeting, I note that shareholders voting by proxy have overwhelmingly agreed to authorize me as their proxy holder to vote in favor in matters to be voted on by shareholders today. I have voted in accordance with these instructions, and therefore, these proxy votes will be reflected in the voting results for the meeting in accordance with the voting instructions of the shareholders. The notice calling this meeting, the management information circular and the formal proxy were mailed to shareholders on or around December 23, 2020. I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR and on the company's website. Our transfer agent, AST Trust Company, has attested to the proper mailing of the notice calling this meeting. I now have proof of such mailing provided by the company's transfer agent, AST Trust Company. Accordingly, I confirm that the notice calling this meeting and all proxy related materials were delivered to the shareholders in accordance with the requirements of the company's articles, the British Columbia Business Corporations Act and the Canadian Securities Regulations. The articles of the company require that a quorum be present to ensure the meeting is properly constituted. I have been informed by the Scrutineer that we have the shareholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The Scrutineer's report will be kept by the Secretary with the records of the meeting. The Secretary of the company has also confirmed that notice calling the meeting was mailed to all shareholders of the company entitled to receive such notice and AST Trust Company has provided an affidavit of mailing. The notice of the meeting having been newly delivered and a quorum being present, I now declare this meeting to be duly called and regularly constituted for the transaction of business. I also now declare the online balloting open. The first item of business is to approve the issuance of such number of common shares in the capital of West Fraser as is necessary to allow West Fraser to acquire 100% of the issued and outstanding common shares in the capital of Norbord Inc., which is estimated to be 55,373,881 West Fraser shares pursuant to the arrangement agreement dated November 18, 2020, between West Fraser and Norbord, as more fully described in the circular prepared for the meeting. I now move that shareholders approve the ordinary resolution to approve the Share Issuance Resolution as set out in the circular. I will now pause so that we can check the queue and confirm if there are any questions on this resolution.

And there are no questions on this item.

Thanks, Tom. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further actions required. I will pause briefly to allow for voting. [Voting]

Thank you. The next and final item of business is to approve an amendment to the company's Stock Option Plan to permit an additional 1 million West Fraser shares to be issued on the exercise of options granted pursuant to the company's Stock Option Plan as more fully described in the circular prepared for the meeting. I now move that shareholders approve the ordinary resolutions to approve the amendments of the company's Stock Option Plan as set out in the circular. I will now pause to allow us to check the queue and confirm if there are any questions on this resolution.

And there are also no questions on this item.

Thanks, Tom. I would like to remind you that if you've previously voted on this matter by proxy and do not wish to change your vote, no further actions required. I pause briefly to allow for voting. [Voting]

Thank you. I now ask that shareholders finalize their votes, if needed, within the next 30 seconds before online balloting is closed. Again, I would like to remind shareholders that if they have already voted by proxy, then they do not have to vote unless they wish to revoke the previously submitted vote. I now declare the online balloting closed. I've been advised by the Scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. Based on the preliminary results of voting, both resolutions, the Share Issuance Resolution and the Stock Option Plan Amendment Resolution have passed. I direct that the results of the poll be included with the minutes of this meeting and the results of the voting will be announced in the news release in accordance with TSX policies and filed on SEDAR. As the formal items of business, as set out in the notice of meeting, have now been dealt with and as there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I ask that shareholders or duly appointed proxy holders who would like to ask a question to use the instant messaging feature of the virtual interface to do so. We will answer as many questions as time permits. We will now give attendees a moment to type in their questions.

And we have no questions.

As we have received no further questions, on behalf of the Board and management, thank you to our shareholders and directors for participating in this virtual meeting and your understanding during these challenging circumstances. With that, Lumi, we can now end the meeting.