Hello, welcome to the annual meeting of shareholders of Boralex Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to shareholders and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all affected persons before your disclosure. Good morning, everyone. My name is Alain Rhéaume, Chair of the Board of Boralex. I would like to welcome all of you to our shareholders' annual meeting. Please note that this meeting will be conducted in French. I would like to welcome all of you.
As less here, we will be focusing on the formal part of the meeting. There will be no management presentation on the corporation's outlook or financial results. Forums such as Investor Day, the ESG panels, and other events, such as our quarterly web meetings, are much more effective ways of communicating management message to shareholders. Despite difficult economic conditions, Boralex has again reported a strong discipline and profitable growth in 2023. The corporation has built up a portfolio of projects while operating assets continuously deliver high returns and increase diversification in terms of technology, customer base, and partnership. We've also made a substantial stride in incorporate social responsibility. Among other things, Boralex formalized its business unit structure to increase accountability and adopted a new integrated risk management framework under the supervision of the Board. It also consolidated its occupational health and safety governance and raised its standards in this area.
The board of directors continues to support the management in setting Boralex strategic objectives and to strengthen its contribution in making Boralex as an accelerated, responsible, and profitable growth corporation. We were pleased to welcome Dominique Minière to the board at the beginning of 2024. His extensive experience with major electricity producers and distributors, as well as with several leading energy organizations, will help shape the Boralex strategy and enable it to achieve ambitious goals. I would also like to take this opportunity to thank Ghyslain Deschamps, who stepped down as director in 2023 for his contribution to Boralex development. Thank you, Ghyslain. I now call the meeting to order. I will act as chair of this meeting. Boralex management representatives are attending this meeting with me.
I am accompanied by Patrick Decostre, President and Chief Executive Officer, Bruno Guilmette, Senior Vice President and Chief Financial Officer, and Pascal Hurtubise, Senior Vice President and Chief Legal Officer. Pascal Hurtubise will act as the secretary to the meeting. Hello, Patrick. Hello, Alain. Hello, Bruno. Hello, Alain. Hello, Pascal. Hello, Alain. I would first ask the Secretary of the meeting, Pascal Hurtubise, to explain some of the procedures for the meeting.
Thank you, Alain. As the meeting is being held virtually via a live audio webcast, we feel it is necessary to establish a few rules to ensure the smooth running of the meeting. As described in the management proxy circular, the duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to attend, vote, and ask questions.
Accordingly, only registered shareholders or their duly appointed proxy holders may participate, ask questions, and vote at the meeting. All other proxy holders may attend the meeting as guests. Registered shareholders and duly appointed proxy holders who wish to submit or ask a question about a motion may do so using the instant messaging feature of the virtual interface. Please note that there may be a slight delay in the publication of communications received. When asking a question, please indicate your name and the entity you represent, if applicable. Questions will be addressed only during the Q&A session at the end of the meeting, provided that procedural questions or questions directly relating to a motion before the meeting may be addressed during the meeting. Questions or comments that contain inappropriate language or disrupt the flow of the meeting will not be posted and will be ignored.
Questions that have already been answered or that are redundant or repetitive will be ignored. For the purposes of today's meeting, all matters will be voted on by means of a single electronic vote. Registered shareholders and duly appointed proxyholders will be asked to vote on each item of business after the presentation of all such items. Therefore, at one time only. When invited to vote, you will receive a message on the virtual interface asking you to register your vote. You will have enough time to vote on each item, but note that you will have a time limit to do so.
Thank you, Pascal. I would now direct to the secretary to file the notice of the meeting, the voting proxy form, and the statutory declaration that these documents were mailed to the shareholders on April 4th, 2024, and to retain them in the records of Boralex. Documents are tabled. Thank you, Pascal. Representatives of Computershare, the transfer agent, and registrar of Boralex, are acting as scrutineers for this meeting. They will be counting the proxy votes and votes cast online today. I am advised that the report on the attendance at the meeting is now ready. I would ask them to please read it to us. Mr. Gilbert from Computershare, please. Mr. Gilbert?
Good morning, Mr. President. Can you hear me?
Yes.
Great. Thank you. Mr. Chairman, we, the undersigned scrutineers for Computershare Investor Services Inc., hereby report that there are at least two shareholders and/or proxyholders present at this meeting, representing in person or by proxy 73,925,449 being shares, being 71.94% of the total 102,766,104 outstanding shares of Boralex Inc. Thank you.
Thank you, Mr. Gilbert. I hereby declare the meeting duly convened and validly constituted to deal with the matters of the agenda. As mentioned by the secretary earlier, all ballots will be cast on all matters to be voted on using the electronic ballot. At the appropriate time, you will receive a message on the virtual interface asking you to vote. You will have a limited time to do so. When all items on the meeting agenda have been voted on, the scrutineer will tabulate the votes for each item.
The next item on the agenda is the review of Boralex consolidated financial statements for the year ended December 31st, 2023, and the independent auditor's report. I would ask the secretary to file the consolidated financial statements of Boralex for the year ended December 31st, 2023, together with the report of the independent auditor thereon, as well as the statutory declaration that a copy of these documents has been mailed on April 4, 2024, to all shareholders that have requested them.
The documents are tabled.
Thank you, Pascal. The next item on the agenda is the election of 11 nominees proposed by management for election as directors of the corporation. Under the shareholder rights plan adopted by the board of directors on March 1st, 2018, and ratified by the shareholders on May 9, 2018, a process must be followed and certain deadlines must be met in order to nominate a candidate for a director position. As no other nominations have been made in accordance with the by-law, only the nominations set out in the management proxy circular will be voted upon. May a registered holder of Class A shares or a proxyholder of a holder of shares now make a motion for the nomination of the 11 proposed nominees?
My name is Pascal Hurtubise, a shareholder. Mr. Chairman, I propose the nomination of each of the following persons for election as directors of Boralex: Mr. André Courville, Ms. Lise Croteau, Mr. Patrick Decostre, Ms. Marie-Claude Dumas, Ms. Marie Giguère, Ms. Ines Kolmsee, Mr. Patrick Lemaire, Mr. Dominique Minière, Mr. Alain Rhéaume, Mr. Zin Smati, Ms. Dany St-Pierre.
Thank you, Pascal. May a registered holder of Class A shares or a proxyholder of a holder of shares now make a motion for the election of each of these persons. Mr. Guilmette.
My name is Bruno Guilmette, shareholder. Mr. Chairman, I move that each of the 11 nominees be elected as a member of the board of directors of Boralex until the next annual meeting or until his successor is elected.
Thank you, Mr. Guilmette. Is this motion supported, Mr. Hurtubise?
My name is Pascal Hurtubise, a shareholder. Mr. Chairman, I support this motion.
Thank you, Pascal. The motion was duly made and seconded. As mentioned at the beginning of the meeting, the voting rights will now be exercised through a single electronic ballot. I will continue with the next item on the agenda. The next item on the agenda is appointment of the independent auditor for its year 2024. Board of directors and the audit committee recommend that PricewaterhouseCoopers, a firm of chartered professional accountants, be appointed as independent auditor of Boralex. I believe Patrick Decostre would like to make a proposal in this regard.
My name is Patrick Decostre, shareholder. Mr. Chairman, I move that the firm of PricewaterhouseCoopers, chartered professional accountants, be appointed as independent auditors of the corporation for the year 2024, and that the remuneration be fixed by the board of directors. Thank you, Patrick. Would anyone like to support the motion?
My name is Bruno Guilmette, a shareholder. Mr. Chairman, I support this motion.
Thank you, Bruno. The motion is duly made and seconded. Again, I would like to remind you that voting rights will be exercised for today by means of a single electronic ballot. We will continue with the agenda. The next item on the agenda is approval of the say on pay advisory resolution accepting Boralex's approach to executive compensation as described by the management of the corporation. I think Pascal wishes to present a motion on this.
My name is Pascal Orazi, the shareholder. I move for the adoption of the non-binding advisory resolution accepting Boralex's approach to executive compensation.
Thank you, Pascal. Would Bruno like to second the motion?
My name is Bruno Guilmette, shareholder. Mr. Chairman, I support this motion. The motion was duly made and seconded.
The next item on the agenda is approval of the resolution approving, ratifying, and confirming the shareholder rights plan initially adopted by the board of directors on March 1st, 2018. Boralex has adopted on March 22nd, 2024, certain amendments to its shareholder rights plan to clarify that partial takeover bids are permitted under the definition of permitted bid. The amendment to the shareholder rights plan agreement was filed on SEDAR+ on April 2nd of 2024. I believe Pascal would like to make a proposal on this matter.
My name is Pascal Orazi, shareholder. I move for the adoption of the resolution approving, ratifying, and confirming the shareholder rights plan adopted initially by the board of directors on March 1st of 2018, as amended on April 2nd of 2024.
Thank you, Pascal. Would Bruno like to second the motion?
My name is Bruno Guilmette, shareholder. Mr. Chairman, I support this motion.
The motion was duly made and seconded. As previously mentioned, voting rights will now be exercised through a single electronic ballot. We will now proceed to vote on the items of the agenda, namely the election of directors, the appointment of the independent auditor, the approval of the advisory resolution accepting Boralex's approach to executive compensation, and the resolution approving, ratifying, and confirming the shareholder rights plan. You will now be invited to vote on each of the three agenda items. When prompt, please go to the voting page and first press the For or Against button next to each director candidate's name. Second, press the For or Abstain button next to the resolve to appoint PricewaterhouseCoopers as the corporation's independent auditor. Third, press the For or Against button next to the advisory resolution accepting Boralex's approach to executive compensation.
Fourth, press the For or Against button next to the resolution approving, ratifying, and confirming the shareholder rights plan. Once the electronic voting is complete, the voting page will disappear, and your votes will be automatically recorded. We will now wait a few moments for the electronic ballots to be completed, and then we will proceed to the Q&A question period. We will allow registered shareholders and proxy holders approximately two minutes to complete the electronic ballot. Once the voting is complete, I will invite the scrutinizers to compile a board of the results of the voting on all the items on the agenda. We will be back in a few moments with the scrutinizer's board and the result of the vote.
Mr. Chairman and all the members, I confirm that the ballot is now closed and all votes are now available.
Thank you, Gilbert, and thank you all for your patience. I have received the scrutineer's report on the preliminary results on the vote and confirm the following. With respect to the election of directors, I am pleased to announce that André Courville, Lise Croteau, Patrick Decostre, Ghyslain Deschamps, Marie-Claude Dumas, Marie Giguère, Ines Kolmsee, Patrick Lemaire, Dominique Minière, Alain Rhéaume, Zin Smati, and Dany St-Pierre have been elected as directors of the corporation. I'm also pleased to report that the resolution regarding the appointment of PricewaterhouseCoopers as the independent auditor of the corporation, the advisory resolution accepting Boralex's approach to the executive compensation, and the resolution approving, ratifying, and confirming the shareholder rights plan were all adopted.
A press release on the final results of the shareholder vote will be issued later today following the meeting. We are now in the open question period. We will be pleased to answer any question that any registered shareholder or duly appointed proxyholder wishes to bring to the attention of this meeting. Please feel free to ask your questions in English if you have any. For each question we answer, we will summarize the question and read aloud the name of the person who asked the question, and if applicable, the name of the entity that the person represents. Obviously, questions that have already been answered or that are redundant or repetitive will not be addressed. I ask all participants who wish to ask a question to use the instant messaging feature of the virtual interface to do so. We will answer as many questions as possible.
When asking a question, please include your name and the entity you present, if applicable. Your questions must relate to the business of Boralex or to the items on the agenda of the meeting. Please be brief and to the point. Participants may now take a few moments to type their questions.