ATS Corporation (TSX:ATS)
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Apr 28, 2026, 1:18 PM EST
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AGM 2025

Aug 7, 2025

Speaker 4

ATS Corporation's Annual Meeting of Shareholders is about to begin. Please note that today's meeting is being recorded. If you participate and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. The company's comments today, including any made during the question and answer period, may contain forward-looking information and may refer to non-IFRS measures. The company refers you to its cautionary statements regarding such information, which are currently displayed and which are found in its disclosure documents. Such cautionary statement with respect to forward-looking information includes the material factors that could cause actual results to differ materially from such information, as well as the key assumptions applied, and such statement with respect to non-IFRS measures notes that non-IFRS measures are intended to provide information to ATS's shareholders and should not be considered in isolation or as a substitute for IFRS measures.

To welcome you to the AGM, ATS has prepared a short video, which we will play before the meeting begins.

You won't see our name on the bottle or on the box. ATS operates behind the scenes, creating solutions that enable our customers to succeed. You'll find us in the precise assembly of critical products, in the digital innovations that keep workers at a safe distance, in the camera vision systems that detect foreign debris in food and medicines. Our leading automation products and integration services, alongside advanced digital offerings, streamline manufacturing processes across life sciences, food and beverage, consumer products, transportation, and energy sectors. ATS businesses are constantly innovating and looking ahead to develop leading solutions that will unlock new value for our customers. Every day, we are proud to see these solutions in action.

David McAusland
Chairman, ATS Corporation

Chairman of the Board and a proud shareholder of ATS. As you know, this will be my last shareholder meeting as Chairman of the Board. I will come back to that later. Today, I'm joined by Mike Martino, a long-term shareholder and board member of ATS, as well as being the incoming ATS Chair. Also with me are Andrew Hider, our outgoing Chief Executive Officer and Director of ATS, and Ryan McLeod, our Chief Financial Officer. We will be available to answer questions later on in the meeting. Let me begin with an overview of recent business developments and our progress against ATS's long-term strategy. We will also address the leadership changes that we've announced in recent weeks.

While fiscal 2025 was challenging, our financial results were underpinned by our diversified presence in dynamic end markets, our differentiated capabilities, and the disciplined application of the ATS Business Model by our skilled workforce. ATS teams demonstrated exceptional drive and dedication, while consistently demonstrating our culture of continuous improvement. In life sciences, we continue to support a broad set of customers with automation solutions that drive scalability, high precision delivery, and faster time to market. Strategic investments to drive innovation, along with targeted acquisitions, have further strengthened our capabilities in the dynamic, growing regulated end markets that we serve across this vertical. In food and beverage, we introduced advanced inspection and sorting solutions that help improve quality control and operational efficiency, enabling customers to deliver on critical requirements for safety and productivity. Overall, ATS's specialized capabilities have delivered steady progress across our market verticals.

This includes areas where we bring strong expertise, such as energy, where we help nuclear customers adjust or scale their operations to meet growing energy demands. Our specialized capabilities also extend to the consumer products market, including opportunities in packaging and warehouse automation and transportation. This past year, our teams strengthened our digital portfolio, enhanced our service offerings, and explored opportunities to advance the integration of AI-based tools. Our commitment to innovation forms the basis for how we operate, the markets we serve, and the value we deliver to customers. Our board was actively engaged with management throughout the year as part of our commitment to risk management and value creation. We continued to mature and evolve our ATS Business Model, or ABM, and introduced new tools and capabilities to help our global business innovate and respond to change.

An example of this is how the business responded to global tariff challenges, where ATS was quickly able to use the ABM to put processes and protocols in place to mitigate the impact. The ABM will remain a valuable resource to best position the company for long-term success. In May, we finalized a settlement with one of our EV customers, providing us with greater flexibility with our balance sheet, reducing our leverage. In addition, we have better aligned our transportation business with the current end market demand. Last July, we acquired Paxiom, followed by Heidolph last August, to expand our capabilities in packaging and complement our global suite of products and equipment in both food and beverage and life sciences. A final comment on shareholder value creation. ATS has outperformed the S&P 500 index on a total shareholder return basis over the past five years.

This, despite challenges in the global economic and business environment. Our latest quarterly results issued just this morning show that our healthy backlog positions us favorably to execute our long-term strategy and drive sustained value creation through fiscal 2026 and beyond. Our achievements in fiscal 2025 would not have been possible without the unwavering commitment and consistency of execution from our global teams. I want to extend my sincere appreciation to ATS's 7,500 employees for embracing our continuous improvement culture and driving innovation. To our customers, thank you for the trust you place in our solutions and capabilities, especially in a market environment with heightened uncertainty and shifting trade dynamics. I also want to convey my thanks to our shareholders for your engagement. Your partnership supports our long-term value creation strategy as we enter a new chapter in the ATS growth story.

Finally, thank you to my fellow directors for your insights, commitment, and the instrumental role you play in collaboration with management to set ATS on the best course for long-term value creation and your ability and commitment to representing the interests of all our shareholders. Before moving forward with our agenda, I would like to touch upon the leadership update we announced on July 7th. We wish to thank sincerely our outgoing CEO, Andrew Hider, for his leadership and commitment throughout over eight years. Andrew, thank you very much. Ryan McLeod will be assuming the role of Interim CEO effective August 8th until the board completes its search for Andrew's permanent replacement. A thorough search process is underway to ensure that we identify the right leader to take ATS forward.

The Board has full confidence in the team that Andrew has built, and in particular, Ryan's and our senior leadership team's ability to drive uninterrupted progress and a smooth transition. Now, on to the business of the meeting. I ask that the annual meeting of shareholders of the corporation come to order. Once the formal business items of the meeting are complete, we will have some concluding remarks and then address any questions received through the course of the meeting using the instant messaging feature on the virtual interface. I will preside as chair of the meeting. Sarita Dankner, ATS's Corporate Secretary, will act as secretary of the meeting, and Arjun Kapur, Investor Relations Associate at ATS, will perform the role of moderator with respect to all questions submitted through the meeting.

As matters of business to be conducted today, we have the election of directors, the reappointment of the corporation's auditors for the coming year, and finally, an advisory resolution on the corporation's approach to executive compensation. If there are no objections, I will ask Anna Dass and Luke Zettel of Computers hare Investor Services to act as scrutineers of the meeting. The secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular, and the addendum to the management information circular, collectively referred to as the management information circular, have been made available to each director of the corporation, the auditors of the corporation, and each intermediary and registered holder of common shares of the corporation of record as of June 16, 2025, the record date for the meeting, all as required by and in accordance with applicable laws.

These materials are available on the corporation's website at atsautomation.com and on the corporation's profile on SEDAR+ and EDGAR. Our transfer agent, Computershare Investor Services, has attested to the proper mailing of the notice calling this meeting, and there has been filed with me the proof of service of such mailing provided by the transfer agent. The scrutineers have provided me with their preliminary report regarding shareholder attendance at the meeting. I'm pleased to say that the scrutineers report that there are common shares representing just over 90% of all outstanding common shares of the corporation present at this virtual meeting or represented by proxy. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare the meeting as being duly and properly constituted for the transaction of business.

I direct that proof of mailing and the scrutineers' final report on attendance be annexed to the minutes of the meeting. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for orderly conduct. One, questions can be submitted by using the instant messaging services of the Lumi virtual interface. Two, when asking a question, please indicate your name, which entity you represent, if any, if you are a shareholder, and if you are a shareholder, duly appointed proxy holder or guest. Three, questions will be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot.

Registered shareholders and duly appointed proxy holders will be asked to vote on each item of business at the same time after the presentation of all business items. If you have already voted, you do not need to do so again unless you wish to change your vote. If you vote again using the electronic ballot, your online vote during the meeting will revoke your previously submitted proxy. Five, once discussion on all items of business has concluded, I will give you approximately one minute to enter your votes. If you haven't voted already by proxy, then I will declare the voting closed on all resolutions. Six, when you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the floors are open.

We will now proceed with the formal portion of today's meeting. I've been advised by Ryan McLeod that he would be prepared to second each of the motions in respect to the items of business outlined in the management information circular. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. The first item of business is the presentation of the corporation's consolidated financial statements for the year ended March 31, 2025, and the auditor's report thereon. Copies of these statements have been mailed to the shareholders who requested them and are also available on the corporation's website and on SEDAR+ and EDGAR. It should come as no surprise that it is not proposed to read the financial statements to the meeting.

Receipt and presentation of the financial statements for the year ended March 31, 2025, are hereby acknowledged, and I direct that the financial statement and the audit statements and the auditor's report thereon be annexed to the minutes of the meeting. We'll now proceed with the election of directors. The number of directors to be elected at the meeting has been fixed at seven. I move to nominate those persons specified in the management information circular for election as directors of the corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation, and I take such motion as duly seconded by Ryan McLeod. The proposed nominees are Avik Dey, Joanne Ferstman, Kirsten Lange, Michael Martino, Sharon Pel, Daniel Pryor, and Phil Whitehead.

If there are any further remarks with respect to the foregoing, please submit them now through the instant messaging service on the virtual interface.

Sarita Dankner
Corporate Secretary, ATS Corporation

There is no further discussion with respect to the foregoing.

David McAusland
Chairman, ATS Corporation

Thank you, Sarita. As there's no further discussion, I move that the nominations be closed and take such motion as seconded by Ryan McLeod. We will now proceed with the reappointment of the auditors of the corporation. I move that Ernst & Young LLP be reappointed as auditors of the corporation until the next annual meeting of shareholders or until a successor is appointed, and that the Board of Directors is authorized to fix the auditor's remuneration, and I take such motion as seconded by Ryan McLeod. Is there any discussion on this motion?

Sarita Dankner
Corporate Secretary, ATS Corporation

There is no discussion at this time.

David McAusland
Chairman, ATS Corporation

Thank you, Sarita. As there's no further discussion, we will move to the next item of business. The next item of business is to consider and, if deemed advisable, to pass a non-binding resolution accepting the corporation's approach to executive compensation, the full text of which is on page 14 of the management information circular, and I will refer to this as the advisory resolution on executive compensation. To provide context for this resolution, we believe that a shareholder advisory vote forms an important part of the ongoing process of engagement between shareholders and the corporation on executive compensation. I therefore move to pass the advisory resolution on executive compensation and take such motion as seconded by Ryan McLeod. Is there any discussion on this motion?

Sarita Dankner
Corporate Secretary, ATS Corporation

There is no discussion at this time.

David McAusland
Chairman, ATS Corporation

Thank you, Sarita. As there's no further discussion, we will proceed with voting. As mentioned, voting today will be conducted by electronic ballot. As a reminder, if you have already voted in advance, do not vote again unless you want to change your vote. If you vote again using the online ballot, your online vote will revoke your previously submitted proxy. I will now take a moment to ask that the balloting be opened to registered shareholders and duly appointed proxy holders. The polls are now open, and at this point, all registered shareholders and duly appointed shareholders who have properly logged in with their control numbers or username and who wish to vote will be able to see on the screen all motions being brought forth at this meeting.

Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of Ernst & Young LLP as the corporation's auditors, and the for or against buttons next to the advisory resolution. Once the electronic balloting closes, the voting page will disappear and your votes will be automatically submitted. I'm going to pause here to allow time for voting, and then I'll come back in a minute. I think everybody's had plenty of time to vote now. I will declare the polls as being closed. Thank you very much. I've been advised by the scrutineers that a sufficient number of votes have been received to pass all of the resolutions before us today.

Accordingly, I'm pleased to announce that first, each of the seven nominees has been elected as director of the corporation to serve until the next annual meeting of shareholders or until his or her successor is elected or appointed. Second, the appointment of Ernst & Young LLP as auditors of the corporation has been approved and the Board of Directors of the corporation has been authorized to fix their remuneration. Third, and final, the advisory resolution on executive compensation, as more particularly set forth on page 14 of the management information circular, has been approved by a majority. I direct that the results of the poll be included with the minutes of the meeting. The final results of voting will be announced in a press release in accordance with the policies of the Toronto Stock Exchange and New York Stock Exchange, filed on SEDAR+ and EDGAR.

Ladies and gentlemen, that concludes the formal business brought before the meeting. As there is no further business, I will declare the formal part of the meeting to now be concluded. Thank you. As you know, this is my last meeting as Chairman of ATS , bringing to a close 15 years as a member of the Board of Directors and Chair. This organization has been on a fantastic journey, and I've been privileged to have had the opportunity to support the company and play an active role in its guidance over this period. When I look at the company from when I first joined the Board to where things are today, it is a remarkable story of growth and innovation supported by an incredibly strong leadership team. I have a lot of people to thank for their support during this period, including, as I already mentioned, Andrew.

Andrew, thanks for everything you've done and all your accomplishments. Congratulations and best wishes on everything that's to come for you. The executive team has been a fantastic source of support, commitment, excellence, dedication, and patience when it comes to the Board and the Chair. Thank you for that. I want to thank the many employees of ATS that I had the privilege to meet all around the world. It was just completely inspirational. I already thanked the colleagues on the Board, but I'll thank them again. A terrific group of people, tremendously supportive, and very, very, very dedicated. I want to single out Dave Cummings, who's leaving us today and has made a tremendous contribution and was a very loyal member of the Board. Thank you, Dave, for everything you did.

I want to thank you once again, our shareholders, many of whom I got to know and talk to over the years and engage with in discussions that were constructive, appropriately challenging, and helpful. It was absolutely tremendous. A Chairman cannot ask for more. Thank you all very much. Being part of this journey has really been deeply rewarding. I may no longer be part of the Board, but I will remain an engaged supporter of the organization. The Board that we've just elected will bring valuable insight into ATS and fresh perspectives from new members. I wish them the very best and am very pleased to see Mike Martino stepping in as the new Chair. I look forward to watching ATS grow, continue to grow, and evolve in the coming years and decades under this strong leadership team and Board.

I am highly confident that the best chapters of the ATS story are yet to be written. I will now invite our current CEO, Andrew Hider, to offer his remarks. Andrew?

Andrew Hider
CEO and Director, ATS Corporation

Thank you, David. Since joining ATS, I've been fortunate to work alongside a skilled Board of Directors led by David McAusland. I'm thankful to have worked with and learned from him and our other board members. A hallmark of our time working together is the ATS growth story, which was highlighted again in our recently released Q1 results. We have a talented, dedicated global team who have been and will continue to be instrumental in truly owning and building our culture of continuous improvement and bringing the ABM to every aspect of our operations. In our focus on ATS's value, people, process, and performance, I look forward to watching the company continue to grow and progress as a world leader with incredible customers, dedicated employees, and engaged shareholders. Thank you for the opportunity to serve ATS. I will now pass it over to Mike Martino.

Mike, over to you.

Mike Martino
Incoming Chairman, ATS Corporation

Thank you, Andrew. You've done a tremendous job of leading ATS during your eight-plus years, and we sincerely wish you the best in your next endeavors. Your time at ATS has been marked by consistent execution and meaningful progress. We're grateful for the strong foundation you leave behind. I would also like to offer a genuine thank you to David McAusland for his exceptional stewardship and unwavering dedication to ATS over the past 15 years, as well as the strong words of support he shared for ATS. As a representative of the largest shareholder of ATS, I've been proud to watch this company grow during my 18 years on the Board, and I look forward to my expanded role moving forward as Board Chair.

From a board perspective, we have full confidence in the ATS leadership team and our interim structure, and we will support the company as it continues to execute on its existing strategy as it leverages the ATS Business Model as a competitive differentiator. With that, we can now proceed to questions. As explained at the beginning of the meeting, any shareholders, proxy holders, or guests who would like to ask a question can use the instant messaging feature of the virtual interface to do so. We will answer as many questions as time permits. As a reminder, when asking your question, please state your name, the entity you represent, if any, and confirm you are a shareholder, duly appointed proxy holder, or a guest. Please limit your questions to topics relating to today's subject matter.

For each question we answer, we will summarize the question, read out loud the name of the person who asked such a question, and if applicable, the entity such a person represents. We would like to remind you that the questions which were already answered or that are redundant or repetitive will not be answered. Secretary, do we have any questions thus far?

Sarita Dankner
Corporate Secretary, ATS Corporation

We have no questions thus far.

Mike Martino
Incoming Chairman, ATS Corporation

We will give the attendees another few moments to type in questions. There being no further questions, we are now concluding the question and answer portion of the meeting. That concludes the Annual Meeting of Shareholders of ATS . I will sign off by saying thank you for participating and reminding you that our door is always open for shareholder engagement during the year. Have a great day. Goodbye for now.

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