Andrew Peller Limited (TSX:ADW.A)
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Apr 24, 2026, 3:59 PM EST
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AGM 2020

Sep 8, 2020

Speaker 1

Good afternoon, everyone. My name is John Peller. And on behalf of the Peller family and all the employees at Andrew Peller Limited and our shareholders, it's my honor to welcome you to our Annual Shareholders Meeting. And we've been very, very busy as of late. We're anxiously starting our harvest now in both the Niagara Region and in the Okanagan.

As most of you from the East know, we've had a summer that we'll never forget in terms of how beautiful the weather has been and we're incredibly hopeful for what I think will be our best vintage ever. And in the Okanagan, we've had good weather, some challenges in the spring, but summer did come in. We've had a small issue with some forest fires that we worry about every year, but they have since been put to bed so that we're excited about our vintage out there as well. Above all, we hope that you and your families are safe and healthy. And on a very positive note, I must tell you that we feel very fortunate and we are very grateful that our company continues to perform very well and that our team and most and all of our families are healthy.

I have a couple of management team with me here this afternoon who will share in this presentation, and I look forward to introducing them. We wish we could all be hosting you in Niagara On The Lake as is our custom. But in lieu of COVID, we have been mandated to have kind of a virtual AGM. You'll notice you're looking at a slide that has a picture of Steve and I on it. We will just be showing slides and speaking over them.

It's the best way for us to expedite and facilitate our meeting. Unfortunately, we will not be having the normal party of food and wine and music that follows our annual general meeting. This is the first time in our forty year public history that we will not be having this event. But on the other hand, you are all free to enjoy a glass of wine now and have as many as you'd like throughout the presentation. So there are 78% of our company's employees that are shareholders of our company from Vancouver to Truro, Nova Scotia.

And we've had a great employee shareholder meeting as well prior the week prior to this as a regular part of our town hall sessions with our employees. They're all doing well, and we're very proud of the work that they've done. I've been a Director since 1989, and I'll be standing for reelection as a Director. Steve is with me here in Oakville, and he is our Chief Financial Steve Atteridge is our Chief Financial Officer and EVP of Information Technology of our company, who will be giving us a review of the company's performance over the past fiscal year and will be assisting with the formal agenda of our meeting. For the purpose of our meeting today, voting on all matters will be conducted by electronic ballot to allow for sufficient time for voting.

The voting polls are now open. I remind you that only registered shareholders and duly appointed proxy holders who have properly logged in with their control number or username will be able to vote. We remind you that if you are a registered shareholder and you have already voted by proxy, you do not need to vote again. If you have already voted by proxy and you vote again during the online ballot, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your proxy, do not vote again during the online ballot.

To vote, simply click on your choice for or withhold as applicable. A confirmation message will appear to show your vote has been received. To change your vote before the polls close, simply change your selection. The votes you have submitted on each polling item at the time the polls close will be recorded and tallied by the scrutineers. Final voting results will be published in due course.

Questions in respect of a motion during the formal portion of the meeting can be submitted by any registered shareholder or duly appointed proxy holder with a valid login using the instant messaging feature of the virtual interface. Registered shareholders, duly appointed proxy holders and guests are also able to submit questions during the meeting. Due to timing, if we are not able to answer your questions during the meeting, a representative of the company will reach out to you following the meeting with a response. I would now like to introduce those who will be nominated for directors for our current year. Firstly, Shonene Breuder of Oakville, Ontario.

Shonene previously served as an Executive Vice President of Operations at the Royal Bank of Canada as President of the Canadian Chamber of Commerce. She's been a Director since 2018 and she will serve as a member of both the Audit, Finance and Risk and the Governance and HR committees. Mark Cousins of Burlington, Ontario. Mark is the Managing Director of Kilbride Capital. He's been a Director since 02/2001, and he will serve as the Chairman of our Pension Committee.

Doctor. Angus Peller of Burlington, Ontario. Gus is a senior medical consultant to RBC Insurance and has been a director at Andrew Peller since 1991. Gus will also serve as Vice Chair of our Board. Barry Mele of Burlington, Ontario.

Barry is Chairman and Partner of Barringer Capital. He became a Director in 2010, and he will be serving as our independent Lead Chair. Michelle de Emmanuel of Oakville, Ontario. Michelle is President and CEO of Trillium Health Partners and has been a Director since 2016. And Michelle will serve as the Chair of the Governance and HR Committee.

And lastly, Francois Dumard of Mississauga, Ontario. Francois is a CPA who has served Empire Limited in various capacities, including Interim President and Chief Executive Officer as well as Chief Financial Officer. He has been a Director since 2018, and Francois serves as the Chair of the Audit, Finance and Risk Committee. I'd like to introduce you to our Senior Executive Management team. In addition to Steve and I, Patrick O'Brien serves as our Executive Vice President of National Sales Sarah Presuto is our Executive Vice President, People and Culture Brendan Walt is our Executive Vice President of Operations Sean McLeod is our Executive Vice President, Marketing Gregory Bertie is the Vice President for Global Markets, Industry Relations and Business Development Jim Cole is the Vice President of our State Wineries and Retail Division and Gavin Hawthorne is the Vice President of Sales and Marketing at GBI and Craig McDonald is our Vice President, Winemaking.

With that introduction, I would now like to call this meeting to order and continue with the formal part of our agenda. If I had a gavel, I would bang it now. So the first item is the appointment of secretary and scrutineers. I will serve as Chair of the meeting and Steve will serve as Secretary. With your approval, I appoint Computershare Investor Services as scrutineers.

Copies of the notice at this meeting have been distributed to the shareholders in accordance with applicable law and prescribed procedures. The Secretary has placed before the meeting copies of the notice of meeting, management proxy circular in the form of proxy for this meeting, certifying that these documents were delivered to all shareholders. The scrutineers report of shareholders in attendance today. I received an interim report from the scrutineers. At this meeting, there are 22 shareholders present or represented by proxy.

In total, there are 78.42% of the outstanding Class B shares represented by proxy and in person. I have been advised there is a quorum present. And since the required notice of the meeting has been given, I declare the meeting to be regularly called and properly constituted for the transaction of business. In view of the necessity of attending to various formal corporate matters at the meeting, as set forth on this agenda, the Secretary has requested certain shareholders and proxy holders to propose and second various motions. While this procedure will assist and speed up the handling of the formal matters, it should not discourage anyone from speaking in reference to any resolution after it has been proposed and seconded.

I will now ask for a motion regarding approval of the minutes of the last meeting.

Speaker 2

Be it resolved that the meetings that the minutes of the Annual Shareholders Meeting of September 1139, be taken as read and confirmed. Do I have a seconder?

Speaker 3

I second the motion.

Speaker 1

The next item of business is the election of directors to the Board for the ensuing year. In accordance with the company's articles, the number of directors to be elected at this meeting is fixed at seven directors and the following individuals have been nominated for election as directors to hold office until the annual meeting of shareholders or until their successors are elected. I now declare the meeting open to the nomination of directors. Mr. Chairman, I nominate each

Speaker 2

of the following individuals as directors of the company. Mr. John Peller, Doctor. Angus Peller, Michelle D'Emanuel, Mark Cousins, Perry Miele, Francois Vemard, Shawnene Bruder.

Speaker 1

Thank you, Steve. Since no further nominations were received by the company, I declare the nominations closed. Based on the preliminary results provided by the scrutineer, all nominees have received more votes for than withheld. As a result, I declare the individuals nominated to be duly elected directors of the company to hold office until the next annual election of directors or until their directors are duly elected and appointed. The next item of the business is the appointment of auditors for the ensuing year.

Speaker 2

I move that PricewaterhouseCoopers LLP chartered accountants be appointed auditors of the corporation to hold office until the next annual meeting or until their successors are duly appointed and the Board of Directors be authorized to fix the remuneration of the auditors.

Speaker 1

Do I have a seconder?

Speaker 3

I second motion.

Speaker 1

Based on the preliminary results provided by the scrutineer, I declare that PricewaterhouseCoopers, LLP are reappointed as auditors of the corporation until the next annual meeting of shareholders or until a successor is appointed. The last item of business is the presentation of the annual report, including the financial statements for the company and the auditors report for the year ended 03/31/2020. The Secretary has placed the copy in your report before the meeting and copies were made available to all shareholders. This concludes the formal portion of the agenda. I move that we now close this meeting.

Do I have a seconder? I second the motion. Thank you. And I would now like to declare that this meeting is formally closed. We now come to the presentation of the past year's activities and an update on our future.

So moving to the next slide here, Jonathan. I'm sure this is something you are all aware of that we are living in a very, very new world and in fact, a very, very different world. The pandemic has had and will continue to have an extraordinary impact on everyone in our community, in our country and in fact, all over the world. As a management team, we've been aggressively preparing for the worst and hoping for the best. As I mentioned earlier, we are very, very fortunate and we're very grateful for the good fortune that has come our way and we feel for the many in our community who have struggled with significant challenges, both with health and their businesses.

You know, I followed Thomas Homer Dixon, a scholar in Canada, and he and people like Bill Gates have commented that they believe there's a spiritual purpose behind everything that happens in life, whether it be good or less kind. And in the end, I think they believe and I do as well that the coronavirus has an opportunity to change the world for the better. It's abundantly clear that pandemics and issues like climate change, these are new existential threats that should make it clear to people that going forward, we're going to need to work together. And hopefully, we'll look back at this state and COVID-nineteen and remember it as the catalyst that spurned a renewal for hope. As a company, we have been very, very busy And indeed, I'm incredibly proud of the great leadership from not just our management team, but from everybody in our company.

We were dedicated from the outset to putting our employee health and safety first. And believe me, it was a very significant challenge managing travel restrictions and sanitizing all our facilities. When our stores were originally open, we had to adjust for all the screens and safety precautions that you see today. But at no time has this not been our principal focus. We've worked hard to support people in our communities.

We partnered with not just one, but several companies who were dispensing sanitizer. We focused on help raising money for a lot of restaurant and bar staff who lost their jobs. And we're proud of the effort that our all our employees have extended to people in their communities. And we've also been able to stay focused on our consumers and our customers. We've had a lot of virtual marketing events, which are new efforts for us that have been very, very successful.

And we've had a focus on e commerce as well that Jim will speak to shortly that was very helpful as well. I guess in the end, I never thought the comment I wouldn't touch him or her with a six foot pole would become a national policy, but here we are. As I look before we tell you about all the positive things that we're looking forward to, I always like to pay proper notice to the greatest risk that our company face and this risk continues to be government disruption. And our concern really are policies of populist politicians that can wreak havoc on our tax and distribution systems. With that, we're proud to say that we feel the province and the federal governments have done a very good job putting the health of Canadians first.

And we know in the next six to twelve months, the focus on all governments will be to continue to manage health related policies, hopefully more testing, updating our travel policies, a whole new regime of vaccine policies and helping families return to work and return their children to school. There is an obvious reality that economically, in the wake of all of this activity, we will be left with huge deficits. And naturally, we anticipate and are concerned for the tax responses to these issues as governments often come to us first. And we are still struggling with the fact that we were that cannabis was put in an unlevel playing field from a tax advantage over our products. Hopefully, one of the legacies of COVID will be federal and provincial governments realizing the value of supply chains and the value of manufacturing products in our province and our country.

It was always clear to me as we've mentioned over the years that globalization as a political philosophy and economic commitment had gotten out of control. In other words, producing everything at the lowest cost at all costs was not serving the communities of our country or other countries. And I think in the future, it will be replaced by a balancing of the need to support global trade and at the same time strengthening local supply chains. I believe that this will be a very positive trend for agriculture generally, for manufacturing in Canada and certainly for the wine industry. And with that, I'm happy to turn the microphone over to Steve.

Speaker 2

Thanks, John. Good day, everyone. I'll first start by a review of fiscal twenty twenty. Revenue for the year finished flat to fiscal twenty nineteen. However, momentum was building in the fourth quarter.

Strong category margins and favorable mix are driving margin expansion and all this the result of all this results in an earnings increase of 7%. Now looking to the first quarter, sales momentum from Q4 continued into Q1 F twenty twenty one, up 3.4% over F twenty twenty. The unfavorable impacts of COVID were more than offset by strong results in our B2B, TWS and personal winemaking channels. A shift in the consumer's preference to more value products resulted in some margin compression. Cost containment and cash conservation resulted in very strong earnings, up 27.4% versus the first quarter of a year ago.

Since inception, the company has been focused on creating value for its shareholders. As you can see here, total returns for shareholders have been constantly strong over the past twenty years, supported by a strong and stable track record of paying dividends every year since 1979. We've made material investments in growth, efficiency and more recently in our IT infrastructure. Our balance sheet remains strong and we have a liquidity and access to capital that provides us the means to invest in our future. And with that, I'll pass to Sean MacLeod.

Speaker 4

Innovation has been a key part of our strategy to build brands at APL. Innovation by staying close to the consumer, identifying emerging trends, developing breakthrough insights allows us to build a stronger base business and enter into new categories. The past year has allowed us to build on our strong brands, our high potential brands across the portfolio with new benefits in the area of convenience, size, flavors, as well as better for you. We've also been able to build on the new categories that we've entered into refreshing beverages in areas of craft beer and cider and RTDs. Over the past couple of years, we've been working to accelerate our internal capacity for innovation and have transformed our processes to increase consumer appeal, organizational capacity and speed to market.

Turning to the next slide, looking at the impact on mass retail. Mass retail has been very strong, particularly over the past quarter where Andrew Peller was the fastest growing wine supplier in Canada. We've had big wins in the area of field sales execution behind some new initiatives despite the COVID restrictions. And we've also seen broad category and customer acceptance of our 60 plus new SKUs in innovation, which is a record for the company. With that, I will pass it on to the next speaker.

Jim?

Speaker 5

Good afternoon, everybody. It's hard to talk about our retail stores in the first quarter without discussing the impact of COVID-nineteen. The early days were certainly a precarious time. We had roughly 10% of our stores closed that were located within malls and strip plazas. And for the majority of the first quarter, we operated with reduced hours and a reduced number of days in almost all our stores.

These initiatives were undertaken to make the best use of our labor force. Sales were extremely good in our retail stores in the first quarter. The majority of our stores are located within grocery environments and consumers took full advantage of looking to reduce the number of shopping trips and create a one stop shop for food and wine. The customers were so thankful that we remained open. Particularly in the early days of COVID, there was fear that alcohol would close, which resulted in numerous days with Christmas like sales.

Another major factor in the Q1 success of our retail stores is the fact that the LCBO has been closed on Mondays since late March. This added business on what is traditionally our slowest day of the week has been significant. As of today, the LCBO still remains closed on Mondays. However, we are unaware of their timing to reopen. At the other end of the spectrum on our Estate business is really the negative impact of COVID-nineteen.

At all our properties, we stopped wine sampling at wine tours. Our full scale restaurants at four of our properties were forced to close. We kept our retail stores open and tried everything we could, including curbside service, but at the end of the day, consumers were not interested in traveling to wine country just to visit the retail store. The impact in Q1 was significant. We lost our concert series, which is a big draw to wine country and also lost our group business.

However, on the positive side, we are bouncing back much quicker than I expected. Consumer demand for winery tours, tastings and wine and food on the patio has been very strong. I say this in the context of social distancing, however, meaning we are fully occupied on our patios, but with less tables due to consumer safety precautions. For sure, the summer weather has been an outstanding benefit to the patio season this year. The team's done an incredible job on creating a safe but outstanding environment, So I encourage everyone to travel to wine country and visit our properties.

The other positive impact of COVID-nineteen has been our e commerce business, which you can see from the slide has had an over 400% increase in the first quarter. Particularly early on when consumers were housebound, we needed to reallocate our labor force just to keep up with the demand. We have since completed updates of our e commerce sites resulting in a first class user experience. We now have a national ecom platform to build from and we do see e commerce as an underdeveloped in Canada in the wine space and we're actively building our capabilities in this space. Thank you.

And now for a quick update on our Global Vintners business, our Vice President Gavin Hawthorne.

Speaker 6

Thank you, Jim, and good afternoon, everyone. Fiscal twenty twenty was a very significant year of change in our wine kit business, which operates under the corporate name Global Vintners. We completely reinvented our product portfolio by updating our packaging, improving the quality of our kits, reducing the number of SKUs and generally making our brands much more appealing to consumers. We completed this transformation in Q1 of this year and the changes have been extremely well received by our retailer network and consumers alike. One of the major benefits of this portfolio change is that it has enabled us to consolidate two production facilities into one.

This involved a major upgrade and expansion at our St. Catharines facility, which you can see in the current slide. The vast majority of that construction is now completed and we're now starting to enjoy the benefits of producing all our wine kits under one facility. In addition to these major projects, we continue to invest in innovation. This included the launch of our very first all in one wine kit called MyWineCo, which is targeted towards attracting new consumers into the category with a very attractive price point.

Fiscal year '20 '20 '1 has started strongly for Global Vintners. In addition to the investments we've made, changing consumer preferences during the pandemic, such such as people spending more time at home, looking for new hobbies and of course wanting to save money have all benefited the wine kit industry. We anticipate strong continued financial growth from Global Vintners for the remainder of this fiscal year and beyond. I'll now hand you over to Craig McDonald, our VP of Winemaking.

Speaker 7

Great. Thanks, Kevin, and good afternoon to all. I was given three minutes to talk about operations in winemaking. It's virtually impossible when I look back, just the amount of work that we've done to try and expedite, you'll see on the graph there, on the chart there rather, the expedite, expedite, expedite. It's really been the theme and really has been reigning supreme since February hit.

We've all worked extremely hard as you've heard from our sales and marketing colleagues that delivered on the promise and we've met that unprecedented demand for our e commerce platform, which has been great. But also obviously, the acknowledging consumers are voting with their wallets and looking for value in our bag and box programs. So driving all of that on short order hasn't been easy. Never have we been busier. And I'd like to personally thank everybody for their assistance with that, but never have we been safer.

If you look at the bottom there, leading the COVID charge, I think those three themes, the expedite, the innovation and the COVID charge has been really integral to what we've been doing in the last six months. So yes, we've been working very hard and we've been delivering on the promise, keeping the stocks on the shelves and expediting from all over the world to make sure the consumer gets what they're asking for, in short notice, but also very safely. So we've not had anyone test positive in our winemaking and operations team, and we've been working around the clock, working in separate pods, doing all the things that we should be doing, and it's been a real pleasure to be working with our people and culture department to facilitate that and truly being one team over the last six months. So big shout out to everybody for all the amazing work they've done. And of course, this is all in the midst of harvest.

So Never a dull moment, we're right into harvest as John mentioned, sparkling wine is starting to trickle in British Columbia. Ross and Sandy are really happy with the quality out there. A cooler summer has given beautifully balanced whites and very crisp fresh aromatics that are starting to come in. And of course, it's always up to the last six weeks, we say, for the reds. In Ontario, incredible year.

What can I say, John? John called it out and said it's going to be one of the best ever and I'd have to echo that exceptional quality so far. Emma's working hard today and we're bringing in, Fino Grie, we're bringing in all the aromatics, all of the red hybrids. We're virtually twenty four hours now, so it's going very quickly. Going to be a short and quick harvest, but very high quality.

So very happy to announce that that's underway. And also that the fire is under control in BC as well. Well. So we're off to a great start folks. The wines have never looked better.

I always say there's always room to keep nudging forward and I know Emma, Ross and Sandy are very excited about what lies ahead. So back over to you, John, I think that I did talk forever as you know, but I'll better hand back over to you.

Speaker 1

Thanks for that, Craig. So at this point in time, I'd like to pull to see if anybody has any questions. So if you have a question, please type it in.

Speaker 3

Mr. Chairman, we have one question. Ian, when do you think the Estate and Hospitality business will be back to 100%?

Speaker 1

Obviously, that's a tough question for us to answer. And as Jim mentioned, we had been indexing in the low 25% to 30% of our normal business flow earlier in the year. And now that the wineries are more open and people are coming for tours that they book in advance, we've had good patio restaurant business. We're past the halfway point. And so that I think a lot depends on how well we do with the vaccines in the first quarter of next year.

It'll be a quiet fall. And that hopefully if things worked out very, very well, we could be back up and running close to full steam by late spring, early summer next year. That's our hope.

Speaker 3

At this time, there are no more questions.

Speaker 1

So thank you everyone for your presentations. And I do want to thank again all of our employees for their loyalty and dedicated efforts. They are an inspiring group of people and we're very, very proud of them and grateful for all that they've done for all of us. I want to thank the members of my Board of Directors who serve our company so well and my family for all your love and support. We are excited about our future.

And with the investments that we've made in the last three years, which is more than we've ever made in our company, we're excited about our and confident about our prospects for growth. The next time we will catch up with you will be on November 11, when we have our next board meeting and we release our second quarter results for the year. So hopefully, look forward to connecting with you all then. And we wish all of you good health and good fortune through the fall. And I want to promise and assure you that next year, we are going to throw one hell of a party in Niagara On The Lake following our return to a normal annual general shareholders meeting.

So with that, I declare this meeting finished, and I thank you all for your attendance.

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