Cogeco Inc. (TSX:CGO)
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Apr 30, 2026, 4:00 PM EST
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AGM 2025

Jan 14, 2025

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

Good day, shareholders, guests, and board members. My name is Paul Cowling, Chief Legal and Corporate Officer and Secretary at Cogeco Communications Inc. and Cogeco Inc. Welcome to our annual general meetings held today in hybrid mode, with some participants attending in person at Lumi's offices in Montreal, and others online via the Lumi platform. These meetings will be held in French, with simultaneous interpretation into English available. We thank you, each and every one of you, for your participation. Today, we will be holding two annual meetings: the annual meeting for Cogeco Communications Inc. and that of its parent company, Cogeco Inc. In accordance with the company's bylaws, Mr. Louis Audet, Chairman of the Board, will chair the meetings, and I will act as Secretary. We are accompanied by Mr. Frédéric Perron, President and CEO. Mr. Audet and Mr.

Perron will take turns to speak to you about the businesses of both companies at the end of the agendas. Our meetings will follow the procedure described in the circulars available on our website and on SEDAR+. The scrutineers, Ms. Karine Laberge and Mr. Steve Gilbert of Computershare, confirm that the required documents have been distributed and that quorum is present. Shareholders present in person may vote using the voting machines provided on their arrival. Online participants must use the unique number indicated on their proxy form to vote or ask questions via the Lumi platform. If you have already voted by proxy, you do not need to do so again unless you wish to change your vote. Votes will be counted in real time, and the results will be posted on SEDAR+ after the meeting.

Online shareholders can ask questions via Lumi's messaging system or request the floor by pressing on the Request the Floor button. Please note that a delay is necessary for moderation and technical verification of your microphone. If you would like to speak remotely, please request this in advance. Shareholders present in person may speak at the microphone. We invite you to ask your questions during the dedicated question period after the President and CEO's presentation. However, if you wish to do so beforehand in connection with an item on the agenda, we will give you the opportunity to do so when we deal with that item. Please note that you can only ask questions and vote for the company in which you are a shareholder or proxy holder. With that, I now turn the floor over to Mr. Audet to open the Cogeco Communications Inc. meeting. Louis, over to you.

Thank you, Paul. Dear shareholders, board members, colleagues, ladies and gentlemen, good morning, and thank you for joining us here today. It's very much appreciated. As Paul mentioned, we will start with Cogeco Communications, the agenda items, then move on to the Cogeco Inc. agenda items. Cogeco Communications, therefore. The first item on the agenda is to receive the consolidated financial statements of Cogeco Communications for the year ended August 31st, 2024, together with the auditor's report thereon. These documents can be found in the 2024 annual report, which has been made available to all shareholders on the internet. I hereby declare that I have received these documents. Are there any questions from the floor at this point? Are there any questions online? Paul? No, Mr. Chair. Thank you. All right. The second item on the agenda then is the election of Cogeco Communications directors.

The Board of Directors has set the number of directors to be elected at 10. The names of the 10 nominees proposed by the Board of Directors, together with the required information about them, can be found in the company's information circular. I would like to ask the 10 people that I will name to stand. So the 10 people proposed by the Board of Directors for election to the Board of Directors, please stand. Here are Colleen Abdoulah, Arun Bajaj. Colleen is virtual. Arun Bajaj. Mary-Ann Bell. James Cherry. James Cherry, who is also with us virtually. Pippa Dunn. Joanne Ferstman. Joanne Ferstman, also virtual. Normand Legault. Bernard Lord. Frédéric Perron. Frédéric Perron. And myself, Louis Audet. As no other nominations were received by the deadline, the 10 proposed candidates must now be put to the vote.

If you have not already done so, I invite you to vote on these nominations. We will give you a few seconds to do so. I can now announce that the proxies we received were given in a proportion of 97% in favor of each of the 10 candidates who are therefore elected. The next item on the agenda is the appointment of the auditors of Cogeco Communications Inc. It is proposed that Deloitte Chartered Professional Accountants be appointed auditors of Cogeco Communications Inc. for a term ending at the next annual meeting of shareholders and that the Board of Directors be authorized to fix their remuneration. Are there any questions from the floor on this item? Paul, are there any questions online? No. Okay, thank you. I now invite you to vote on the appointment of Deloitte as auditors of Cogeco Communications Inc.

I would like to let you know that the proxies we received are more than 99% in favor of the appointment of the auditors Deloitte. I hereby confirm that the auditor's resolution has been adopted. The next item on the agenda is the advisory vote on the board's approach to executive compensation. You are now asked to vote for or against the advisory resolution as described in the information circular as follows. On an advisory basis and without limiting the role and responsibilities of the Board of Directors, the shareholders support the board's approach to executive compensation as described in the company's information circular relating to this annual meeting of shareholders. Are there any questions from the floor on this point? Are there any questions online on this item? No, Mr. Chair. Okay, thank you. I now invite you to vote on this advisory resolution.

I would like to inform you that the proxies that we received so far have been given for the resolution at a proportion of more than 99%. The resolution is therefore adopted. This concludes our review of the items on the Cogeco Communications annual meeting agenda. This concludes the formal portion of the Cogeco Communications meeting. Voting for this meeting is now closed. The scrutineers will compile the final voting results, which will then be published by the company on SEDAR+ a little bit later on today. We will now turn to the items on the agenda of Cogeco Inc. The first item on the agenda is to receive the consolidated financial statements belonging to Cogeco Inc. for the year ended August 31st, 2024, together with the auditor's report thereon.

These documents can be found in the 2024 annual report, which has been made available to all shareholders on the internet. I hereby declare that I have received these documents. Are there any questions from the floor on this item? Paul, are there any questions online on this item? No, there are not. Okay, thank you very much. The documents have been received, and we'll move on to the second item on the agenda, which is the election of Cogeco Inc. directors. The Board of Directors has set the number of directors to be elected at eight. The names of the eight nominees proposed by the Board of Directors, together with the required information about them, can be found in the company's information circular.

The eight persons proposed by the Board of Directors for election to the Board of Directors are, and I would ask you to stand, please, Mary-Ann Bell, Robin Bienenstock, James Cherry, who is with us virtually, Samie E. El-Agnaf, Normand Legault, Caroline Papadatos, Frédéric Perron, and Louis Audet. As no other nominations were received by the deadline, the eight proposed candidates must now be put to the vote. We will take a few seconds to do this. I now invite you to vote on these nominations. I can now announce that the proxies we received were given in a proportion of over 98% in favor of each of the eight candidates who are therefore elected. The next item on the agenda is the appointment of the auditors of Cogeco Inc. It is proposed that Deloitte Chartered Professional Accountants be appointed auditors of Cogeco Inc.

for a term ending at the next annual meeting of shareholders, and the Board of Directors be authorized to fix their remuneration. Are there any questions from the floor on this item? Paul, are there any questions online on this item? No, there are not. Thank you. I now invite you to vote on the appointment of Deloitte as auditors of Cogeco Inc. I would like to inform you that the proxies that we received are more than 98% in favor of the appointment of auditors. I hereby confirm that the auditor's resolution is adopted. The next item on the agenda is the advisory vote on the board's approach to executive compensation. You are now asked to vote for or against the advisory resolution described in the information circular as follows.

On an advisory basis and without limiting the role and responsibilities of the Board of Directors, the shareholders support the board's approach to executive compensation as described in the company's information circular relating to this annual meeting of shareholders. Are there any questions from the floor on this point? Paul, are there any questions online about this? No. Okay, thank you very much. I now invite you to vote on the advisory resolution. I would like to inform you that the proxies we have received have been given for the resolution in a proportion of more than 99%. The resolution is therefore adopted. This concludes the review of the items on the agenda of the annual meeting of Cogeco Inc. The formal portion of the Cogeco Inc. meeting is now closed. The ballot is now closed.

The scrutineers will compile the final voting results, which will then be published by the company later today on SEDAR+. Paul, would you like to make a few comments before we move on to our presentation? Thank you, Mr. Chairman. Mr. Audet, Mr. Perron, they will now take the floor to talk about the business of both companies in turn. I remind you that, as is customary, the presentations they will make may constitute forward-looking information under securities laws and will therefore be qualified in their entirety by the customary cautionary statements contained in both companies' disclosures documents and on the screen. Over to you, Mr. Audet first. Thank you, Paul. Ladies and gentlemen, shareholders, I would like to take a few minutes to share with you some of the highlights of the recent months.

As you know, fiscal 2024 marked the beginning of a period of transformation at Cogeco. We embarked on our three-year transformation plan designed to enhance our competitiveness and our performance. The synergies created by the recent merger of our Canadian and American teams are already strengthening our operational capacities, enhancing the deployment of top talent, and accelerating the sharing of best practices. In fact, our investments in digitization and in analytics have already begun to improve the quality and the speed of our customer service. We also completed an important step with the launch of Breezeline mobile wireless operations in the United States. In addition, we signed a five-year partnership with a national wireless operator and a wireless technology platform provider with a view to launching wireless services in Canada.

Creating value for our shareholders remained a key priority during fiscal 2025, as evidenced by the repurchase of the shares held by Rogers Communications December a year ago and the investments made to position us favorably for future growth. We have also been delighted to welcome Frédéric Perron as President and CEO and member of the Board of Directors last March. Frédéric will be speaking in a few moments. At the heart of our activities is our clear and ongoing commitment to playing a leading role in community services and contributing to the preservation of our planet's well-being. We do this while ensuring that we adhere to robust corporate governance principles. I am pleased to inform you that our next sustainability report will be published in March.

I would like to take this opportunity to thank members of the boards of Cogeco for their hard work in steering the company so brilliantly throughout fiscal 2024. The board's oversight of Cogeco's values and growth strategies is vital in this transformational period. I would also like to extend my warmest thanks to all our employees across North America. Their dedication to customer service excellence is what makes Cogeco a growing leader in our industry. Their tireless efforts ensure a bright future for Cogeco. I now hand the mic over to Frédéric Perron, who will be summarizing our accomplishments and our enabling projects for fiscal 2025. Thank you for your words, dear colleagues, board members, guests. Cogeco is a North American leader in the telecommunications and media sector, and fiscal 2024 provided further proof that we are ready to reach new heights in the years ahead.

With our unique North American footprint, our entry into the wireless sector in the U.S. and soon in Canada, and our unparalleled proximity to local communities, Cogeco is uniquely positioned to generate sustainable growth. With our 1.6 million subscribers and our media footprint supported by 21 radio stations, we are proud to connect people and communities.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

We are so proud of what we've achieved in fiscal 2024. We've added close to 58,000 new homes passed in Canada and the United States, mainly via fiber networks. We've strengthened our presence in Ontario with the acquisition of the Niagara Regional Broadband Network. We've continued to improve our products with faster internet speeds, robust analytics, and new TV services over broadband. We've launched a wireless service in the U.S. and signed historic agreements to launch it in Canada as well.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

On the Cogeco Media side, we have maintained our stations at the top of the charts and expanded our multi-platform audio content offerings. Our relentless drive to constantly improve and grow is one of the many things that makes me proud to be part of this organization. It is for this reason that shortly after my appointment as President and CEO, we implemented a six-pronged growth plan to continue building on the progress we have made over the recent years.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

In September of 2024, we successfully combined our Canadian and U.S. telecommunications operations under a single team. This restructuring enables us to further harmonize processes, systems, and platforms across the two countries and generate savings that will be reallocated into historically underinvested areas such as digital and advanced analytics. We recognize that more and more customers now prefer digital sales and service solutions.

This is why we've begun to modernize our operations, introducing new capabilities such as our first-ever AI-powered customer service chatbot. We're also accelerating the growth of oxio, our digital brand, and are deploying oxio best practices across both our Cogeco and Breezeline brands.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

We have intensified our use of advanced analytics tools to improve the management of our customer base, pricing strategies, sales, and retention efforts and network management activities. We continue to deploy our fiber internet service in new communities across North America, mainly through partnerships with governments to increase rural connectivity. Specifically, we have added more than 253,000 new homes passed since the beginning of fiscal 2022.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

We're aiming to bundle Cogeco wireless services with our wireline products to enable new sales and increase customer loyalty.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

Radio plays an essential role in local journalism, as you know, and helps unite communities.

Cogeco Media continues to focus on delivering multi-platform audio content to our listeners. Investments were made in the digital transformation of our radio activities. This will allow us to generate efficiencies and stimulate revenue growth to maintain our position as a leading broadcaster in Quebec. In 2024, we also welcomed new members to our executive team. These seasoned leaders bring crucial new skills and leading-edge expertise aligned with our strategy.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

This team will continue to guide and motivate our employees who've continued to display tremendous dedication, resilience, and hard work through our transformation.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

Our capacity to adapt to ever-changing industry dynamics is a source of pride for us, and our results for the past year testify to our resilience in our efforts.

The first quarter results announced yesterday after the markets closed put us on track to continue achieving the financial targets that we have set for ourselves. Here are some financial highlights for fiscal 2024 and the first quarter 2025.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

For Cogeco Inc., for the fiscal year ended August 31st, 2024, our consolidated revenue remained stable at CAD 3.1 billion, while Adjusted EBITDA increased by 1.5% to CAD 1.5 billion, and profit for the year remained stable at CAD 349 million. Dividends paid to our shareholders were up by 16.8% to CAD 3.42 per share. And for the first quarter ended November 30th, 2024, we reported a decline in revenue of 1.4%, but an increase in Adjusted EBITDA of 1.4% and an increase also in profit for the period of 9.8%. Dividends paid to our shareholders were up by 8%- 0.92 per share in Q1.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

For Cogeco Communications for the year ended August 31st, 2024, our consolidated revenues remained stable at CAD 3 billion, while our Adjusted EBITDA increased by 1.5% to hit CAD 1.4 billion, and earnings for the year decreased by 15.3%- 354 million. Dividends paid out to shareholders increased by 10.1%- 3.42 per share. The first quarter dividend share paid out to shareholders was CAD 3.42. For the first quarter ended November 30th, 2024, we had a decrease of 1.2% in revenues, but an increase in Adjusted EBITDA to 1.7% and an 11.9% increase in earnings for the period, and dividends paid to shareholders rose as well by 8% to reach CAD 0.92 per share for the first quarter.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

We're enthusiastic and confident about our growth strategy for fiscal 2025 as we focus on executing on our key priorities: transborder synergies, digitization of our sales and service channels, wireless deployment in Canada and the United States, advanced analytics, network expansion in rural areas, and transforming our radio business. We will leverage our new operating model and continue to implement our three-year transformation program, which will allow us to sustain our growth, take our competitive agility to new heights, provide exceptional customer experience, and build on our thriving culture. La création de valeur pour les actionnaires demeurera à l'avant-scène.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

Creating shareholder value will remain at the forefront of everything that we do, which includes setting the company on a sustainable growth trajectory by expanding the product offering, reaching new segments and markets, and accelerating our digital and analytics capacities.

The digitization of the company creates constant growth opportunities for Cogeco, with ever-increasing demand for wireline and mobile telecommunications and entertainment services. High-speed internet access and digital inclusion remain key societal priorities. We continue to focus on the growth of our company and continuous innovation while returning capital to shareholders and maintaining prudent financial leverage. All this underpinned by sound environmental, social, and governance practices.

Frédéric Perron
President and Chief Executive Officer, Cogeco Communications

At Cogeco, we're working to build a more inclusive future and remain steadfast in our goal to implement a sustainable development strategy, and to succeed, we're taking a responsible approach that includes prioritizing digital inclusion and climate action and following responsible and ethical management practices in all facets of our business. I'm profoundly thankful for our employees' dedication and for our board members' invaluable support and commitment, and I'm deeply appreciative for the trust that our customers and shareholders continuously place in us.

Chaque jour, nous œuvrons.

Paul Cowling
Chief Legal Officer and Corporate Affairs Officer, Cogeco Communications

Every day, we work to fulfill our mission of bringing people together through remarkable communications and entertainment experiences. Cogeco's future is bright. Thank you for being its cornerstone. Thank you. Thank you, Frédéric, for your excellent presentation of the company's activities and future prospects. On behalf of our boards of directors, I would like to congratulate you and your team on the excellent work that you have accomplished. Let us now open the floor to questions. I remind you that shareholders and proxy holders of both companies may ask questions on site or via the messaging function on the electronic platform or by using the Ask to Speak button that you will find on the webcast. Do we have any questions from the room? Are there any questions online, Paul? No, Mr. Chairman, we do not have any questions online.

Okay, well, it was as clear as day.

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