Good morning, everyone. Thank you for joining us for Badger's 2026 Annual and Special Meeting of Shareholders. My name is Steven Jones. I'm the Chair of Badger's Board of Directors, and I will act as chair of today's meeting. Attending the meeting with me today are Robert Blackadar, Badger's President and Chief Executive Officer, Rob Dawson, Badger's Chief Financial Officer, and Reid Yester, Badger's Vice President, Legal, General Counsel, and Corporate Secretary. Certain of our other directors, officers, and employees are also in attendance today. I'd like to thank them and acknowledge their contributions to Badger over the past year. Before proceeding with the meeting, I note that this meeting is being held in a hybrid format to allow participation from registered shareholders and duly appointed proxy holders, both virtually and in person.
Our goal is to ensure that virtual attendees can participate fully in the meeting as if they were attending in person. We have strived to emulate our usual meeting procedure as much as possible through the hybrid platform. If virtual meeting attendees experience technical difficulties at any time during the meeting, please contact Broadridge using the telephone number provided at the bottom of your screen. Reid Yester will now take a moment to provide further instructions on meeting procedures.
Thank you, Steve. We ask that all attendees adhere to the following procedures to ensure the orderly conduct of the meeting. Shareholders and proxy holders will have the opportunity to ask questions during the meeting. Questions that relate to a specific motion should be asked when that motion is brought before the meeting. Questions that do not relate to a specific motion will be addressed after the formal business of the meeting is concluded. If you are attending the meeting in person and wish to ask a question, please raise your hand and wait to be acknowledged by the Chair. If you are attending the meeting virtually and wish to ask a question, please use the Ask a Question text box on the virtual meeting platform, type your question, and click Submit. Questions received virtually will be read or summarized.
If we receive multiple questions from virtual attendees that relate to the same or a similar topic, we may group these questions together. Please note that there will be a slight delay in communications received virtually during the meeting. For virtual attendees, we ask that you submit your questions as early as possible to allow us time to receive them. In the event that we are unable to address your questions during the meeting, one of Badger's representatives will follow up with you directly after the meeting. Voting on all resolutions will be conducted by ballot. Shareholders and proxy holders attending the meeting in person will vote via paper ballot, which should have been received upon arrival at the meeting. If anyone attending in person did not receive their ballots upon arrival, please raise your hand and a representative of Broadridge will assist you.
To vote, please mark an X under either the For column, the Withhold column, or the Against column, as applicable, in respect of each item of business. Shareholders and proxy holders attending the meeting virtually will vote via online ballot using Broadridge's virtual meeting platform. Online voting will open from the time the chair asks the scrutineers to open the polls after the presentation of the financial statements until the chair asks the scrutineers to close the polls after the last item of business has been put to a vote. To vote, click the Vote Here button on your screen and select from the voting options. You must be connected to the internet at all times during the meeting in order to vote. If you voted in advance of the meeting, you do not need to take any further action unless you would like to change your vote.
If you choose to cast a v-ballot virtually or in person at today's meeting, your previously submitted proxy will be disregarded. Once the polls are closed, the scrutineers will count the ballots and provide the scrutineers' report to the chair. The chair will announce the voting results at the conclusion of the formal business of the meeting. The results will also be publicly announced after the meeting by way of news release and will be filed on Badger's SEDAR+ profile.
Thank you, Reid. We'll now proceed with the formal business of the meeting. I hereby call this meeting to order and appoint Reid Yester to act as secretary of the meeting and Esthela Richard and Rita Gutierrez-Fernandez of Broadridge Financial Solutions to act as scrutineers. On April 1st, 2026, notice of this meeting, along with Badger's Management Information Circular, dated March 5th, 2026, and a form of proxy were mailed to all registered shareholders of record as of the close of business on March 20, 2026, being the record date for the meeting. I direct that the affidavit prepared by Broadridge in respect to the mailing to registered shareholders be filed with the minutes of this meeting.
In accordance with the notice and access provisions under applicable Canadian securities laws, notice of this meeting and the circular were made available online to beneficial shareholders. On April 1st, 2026, a notice and access notification and voting instructions form were mailed to beneficial shareholders of record as of the record date. I direct that the affidavit prepared by Broadridge in respect to the mailing to beneficial shareholders be filed with the minutes of this meeting. I've received the scrutineers' preliminary report, which indicates that there are 3,970 shareholders present today, either in person, virtually, or represented by proxy, representing 27,386,225 or approximately 81.17% of Badger's issued and outstanding shares. We have a quorum present.
The scrutineers' report will be available for inspection by any shareholder, and I direct that a copy of the scrutineers' report be filed with the minutes of this meeting. I now declare this meeting to be duly called, properly constituted for the transaction of business. To facilitate today's meeting, I've asked Jillian Bollinger and Chase Holthe, who are registered shareholders or duly appointed proxy holders, to move and second all motions. I'll call on them at the appropriate time during the meeting. The first item of business is the presentation of Badger's audited consolidated financial statements for the year ended December 31, 2025, which have been approved by Badger's board. The financial statements and associated auditor's report are available online and have been mailed to those shareholders who have requested copies. Additional copies are available upon request.
No action is required to be taken by the shareholders. I now invite any questions on the financial statements or the auditor's report. We've not received any questions on this item of business. I declare that Badger's audited consolidated financial statements for the year ended December 31, 2025 and the associated auditors report have been presented and received by the meeting. I now ask that the online polls be open to shareholders and proxy holders attending the meeting virtually. The polls will remain open until Chair requests that they be closed after all items of business have been presented. Virtual attendees are reminded to submit their votes via the virtual meeting platform. For those attending in person, please vote by filling out your paper ballots. Once complete, please hold onto your ballots until all items of business have been presented.
The scrutineers will collect all paper ballots after the polls have been closed. We will begin with the annual items of business. The first annual item of business is the election of Badger's directors. In accordance with our articles and bylaws, Badger's board has determined that the board will consist of 10 members. The names of the 10 director nominees are myself, Steven Jones, Robert Blackadar, David Bronicheski, Stephanie Cuskley, William Derwin, Keith Graham, Mary Jordan, William Lingard, Patricia Warfield, and George Williams. Information about each of these director nominees was included in Badger's circular. Badger did not receive any additional nominations for election to the board under the advance notice provisions of our bylaws, no additional nominees will be considered at this meeting. Accordingly, I declare the nominations closed.
Directors who receive more withhold than four votes must submit their resignation in accordance with our majority voting policy. May I have a motion in respect of the election of the 10 director nominees?
Mr. Chair, I move that Steven Jones, Robert Blackadar, David Bronicheski, Stephanie Cuskley, William Derwin, Keith Graham, Mary Jordan, William Lingard, Patricia Warfield, and George Williams be elected to Badger's board of directors to hold office until the close of business of its next annual meeting of shareholders, or until their successor is duly elected or appointed.
Mr. Chair, I second the motion.
Thank you. Are there any questions related to the motion? We've not received any questions on this item of business. The next item of business is the appointment of Deloitte LLP as Badger's independent auditor. The full text of the resolution for this item is set out on page nine of Badger's circular. To be passed, this resolution requires approval by a majority of the votes cast by shareholders. May I have a motion on this resolution?
Mr. Chair, I move that the resolution to appoint Deloitte LLP as Badger's independent auditor, as set out on page nine of Badger's circular, be approved.
Mr. Chair, I second the motion.
Thank you. Are there any questions related to the motion? We've not received any questions on this item of business. The next item of business is to vote on Badger's approach to executive compensation as disclosed in the circular. This is an advisory vote, which means the results are not binding on Badger's board, but the board will consider the outcome of the vote as part of its ongoing review of executive compensation. The full text of the resolution to accept Badger's approach to executive compensation is set out on page 10 of Badger's circular. To be passed, this resolution requires approval by a majority of the votes cast by shareholders. May I have a motion on this resolution?
Mr. Chair, I move that the resolution to accept Badger's approach to executive compensation, as set out on page 10 of Badger's circular, be approved.
Mr. Chair, I second the motion.
Thank you. Are there any questions related to the motion? We've not received any questions on this item of business. We'll now proceed with the special business of the meeting. The first item of special business is a special resolution to approve an amendment to Badger's articles to delete the other provision schedule in its entirety and replace it with a new other provision schedule. A description of the amendment and the full text of the new other provision schedule are set forth in Badger's circular. The full text of the special resolution to amend Badger's articles is set out on page 11 of Badger's circular. To be passed, this special resolution requires approval of not less than 2/3 of the votes cast by shareholders. May I have a motion on this resolution?
Mr. Chair, I move that the special resolution to approve the amendment to Badger's articles, as set out on page 11 of Badger's circular, be approved.
Mr. Chair, I second the motion.
Thanks. Are there any questions related to the motion? We've not received any questions on this item of business. The next item of business is a resolution to confirm, ratify, and approve amendments to Badger's By-law number one, also known as the general bylaw. The board implemented the amendments by repealing Badger's former general bylaw and replacing it with a new general bylaw effective as of March 5, 2026. A description of the amendments in the full text of the new general bylaw are set forth in Badger's circular. The full text of the resolution to confirm, ratify, and approve the bylaw amendments is set out on page 12 of Badger's circular. To be passed, this resolution requires approval by a majority of the votes cast by shareholders. May I have a motion on this resolution?
Mr. Chair, I move that the resolution to confirm, ratify, and approve the amendments to Badger's bylaw number one, as set out on page 12 of Badger's circular be approved.
Mr. Chair, I second the motion
Thank you. Are there any questions related to the motion? We've not received any questions on this item of business. The last item of business is a resolution to confirm, ratify, and approve the adoption of Badger's shareholder rights plan. On March 5, 2026, Badger adopted a shareholder rights plan on the terms and conditions set forth in the shareholder rights plan agreement attached to the appendix C of the circular. On April 10, 2026, Badger amended and restated the shareholder rights plan agreement to revise the definition of acting jointly or in concert to conform it to shareholder rights plans currently prevalent for reporting issuers in Canada. A copy of the amended and restated shareholder rights plan agreement was filed on Badger's SEDAR+ profile on April 10, 2026.
The full text of the resolution to confirm, ratify, and approve the shareholders' rights plan is set out on pages 16 and 17 of Badger's circular. By approving this resolution, shareholders will also be ratifying the amendments to the shareholders' right plan as set forth in the amended and restated shareholders' rights plan agreement. To be passed, this resolution requires approval by a majority of the votes cast by shareholders. This resolution also requires approval by a majority of the votes cast by shareholders who qualify as independent shareholders under the amended and restated shareholders' rights plan agreement. As of today's date, Badger is not aware of any shareholders that are not independent shareholders, meaning that no separate vote of independent shareholders will be held. May I have a motion on this resolution?
Mr. Chair, I move that the resolution to confirm, ratify, and approve the adoption of the shareholder rights plan, as set out on pages 16 and 17 of Badger's circular, be approved.
Mr. Chair, I second the motion.
Thank you. Are there any questions related to the motion? We've not received any questions on this item of business. There are no further items of business properly brought before the meeting. If you're attending in person, please take a moment to finalize your ballots. Please raise your hand when you're done, and the scrutineers will collect your ballots. If you're attending virtually, please take a moment to finalize your votes through the virtual meeting platform. Once the polls close, the voting page will disappear, and your votes will be submitted automatically. I'm gonna pause for a few seconds here. I now ask that the scrutineers close the polls. We will pause for a moment to allow the scrutineers to tabulate and report the voting results.
I've been advised by the scrutineers that the ballots and proxies deposited for the meeting have been voted in favor of all resolutions as follows: Each of Steven Jones, Robert Blackadar, David Bronicheski, Stephanie Cuskley, William Derwin, Keith Graham, Mary Jordan, William Lingard, Patricia Warfield, and George Williams received the majority of votes cast in favor of their election and have therefore been elected to the board of directors of Badger to hold office until the close of business of its next annual meeting of shareholders or until their successor is duly elected or appointed. The resolution appointing Deloitte LLP as Badger's independent auditors was approved by a majority of the votes cast. The non-binding advisory resolution on Badger's approach to executive compensation was approved by a majority of the votes cast.
The special resolution approving the amendment to Badger's articles was approved by at least 2/3 of the votes cast. The resolution confirming, ratifying, and approving the amendments to Badger's bylaw number one was approved by a majority of the votes cast. The resolution confirming, ratifying, and approving the adoption of Badger's shareholders' rights plan, as amended by the amended and restated shareholders' rights plan agreement, was approved by a majority of the votes cast. I therefore declare that all resolutions brought before today's meetings have been passed. I direct that a copy of the scrutineers' report setting out the voting results be filed with the minutes of this meeting. I also direct that the voting results be announced by way of news release and filed on Badger's SEDAR+ profile.
The formal items of business as set out in the notice of meeting and management information circular dated March 5, 2026 are now complete. There's no further business to come before the meeting, I declare the formal part of the meeting to be concluded. We'll now take a moment to answer any additional questions from shareholders and proxy holders about Badger and our business. Are there any questions?