Hello, welcome to the Cineplex Inc. Annual Meeting. I would now like to turn the meeting over to Phyllis Yaffe, Chair of the Board. Phyllis, please go ahead.
Good morning to our shareholders, guests, and employees. It gives me great pleasure to welcome you to the 2026 Annual and Special Meeting of Shareholders of Cineplex Inc. My name is Phyllis Yaffe, and I am Chair of the Board of Directors of Cineplex. I am pleased to work closely with Cineplex's exceptional management team and to be with you today to preside over this online meeting via webcast. Before proceeding with the formal business of the meeting, I would like to acknowledge that today's meeting is being held on or near the traditional territory of many First Nations, including the Ojibwa, the Mississaugas of the Credit, the Anishinaabe, the Chippewa, the Haudenosaunee, and the Huron-Wendat. I acknowledge that Cineplex conducts business in Canada from coast to coast on the traditional lands of many other diverse nations, Inuit and Métis peoples.
We are grateful to live and work on these lands and to share these lands with Canada's Indigenous peoples and with all others who have come to these lands. I'd like to take this opportunity to acknowledge and thank Ellis Jacob, who has announced his intention to retire later this year. With nearly four decades in the industry and more than two decades as President and Chief Executive Officer, Ellis has guided the company through transformational change, expanding its footprint, diversifying its business, strengthening its partnerships, and championing innovation across every part of the organization. Ellis's remarkable tenure and steadfast leadership have shaped not only Cineplex but the broader entertainment industry. His commitment to Cineplex's guests, employees, and shareholders has been unwavering, and his influence on the theatrical and entertainment landscape is both significant and lasting.
Ellis has been an unwavering advocate for the exhibition industry, championing its importance as a cultural cornerstone. His dedication leaves a lasting legacy, and he leaves the company well-positioned for its next chapter. We thank him for his leadership, and we wish him the very best in the future. Now on to the formal business of today's meeting. I would like to introduce the Cineplex executives who are present with me today. Seated with me are Ellis Jacob, President and Chief Executive Officer, Gord Nelson, Chief Financial Officer, and Thomas Santamaria, General Counsel and Corporate Secretary. Members of our senior management team and other Cineplex employees are also seated with us or joining us virtually. I thank them all for their ongoing commitment to Cineplex through the work that they do and the passion they exhibit on a daily basis.
All of our board members elected at the last meeting of shareholders are standing for re-election today, except Robert Bruce and Jordan Banks. I would like to take this opportunity to formally thank Robert and Jordan for their service. They have been invaluable board members and trusted advisors to me and to the management team. Robert and Jordan have chosen not to stand for re-election, and we all wish them the very best as they move to other endeavors. Heidi Messer and Ron Wilson have been nominated to serve on the board, and if elected, we look forward to working with them. Robert Bruce's and Jordan Banks' departure from the board and the nomination of Heidi Messer and Ron Wilson as board members continues the board renewal process.
Along with myself and Ellis Jacob, the other individuals standing for election for the coming year are Janice Fukakusa, Donna Hayes, Kevin Johnson, Rania Llewellyn, Sarabjit Marwah, Sean McGuckin, Heidi Messer, and Ron Wilson. After concluding the formal business of the meeting, we will have a presentation from Ellis Jacob, President and Chief Executive Officer, followed by a question-and-answer session with Ellis Jacob and Gord Nelson, Chief Financial Officer. Validated shareholders and duly appointed proxyholders attending the meeting may ask questions online by typing their question in the Ask a Question text box located at the lower left-hand side of their screens and by clicking Submit. Though we may not be able to answer every question during the Q&A session, we will do our best to respond to as many as possible. Out of consideration for others, please limit yourself to one or two questions.
I ask that you please hold any questions you may have until after the conclusion of the formal portion of the meeting. Please note the following with respect to voting at the meeting. Voting during today's meeting will be conducted by online ballot. If you previously sent in your proxies or voted via telephone or internet, you do not need to vote again. Your prior votes will be counted. Guests may attend the meeting but will not be able to ask questions or vote. Please also note that this meeting is being recorded. At this time, I want to move to the formal portion of this annual and special meeting of shareholders, and I now call the meeting to order. With the consent of the meeting, I will act as Chair, and I ask Thomas Santamaria, General Counsel and Corporate Secretary of Cineplex, to act as Secretary of the meeting.
Broadridge Investor Communications Corporation will act as scrutineer through its representative, Rosemary Tsiolakis. With respect to the proper calling of this meeting, I confirm that notice of this meeting was mailed on May 1st, 2026, to each shareholder of record as of the close of business on April 17th, 2026. Proof of the mailing in the form of a statutory declaration signed by an authorized representative of Broadridge Investor Communications Corporation will be kept with the minutes of the meeting, together with a copy of the notice. I've been provided with a preliminary scrutineer's report indicating that a quorum is present. As such, I declare that the meeting has been duly convened and constituted to transact the business for which it has been called.
Following the meeting, when the formal report of the scrutineer is available, it will be made publicly available on SEDAR+ and will be kept with the minutes of the meeting. Each share represented at the meeting is entitled to one vote. Shareholders who have previously sent in proxies or voted online or via telephone do not need to take any further action today. For registered shareholders and duly appointed proxy holders attending the meeting online who have not previously voted, voting will be conducted by online ballot by following the instructions in the corporation's 2026 Management Information Circular. The ongoing voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately, or to wait until each motion has been made prior to casting your vote.
Please note that registered shareholders and duly appointed proxy holders voting online have the ability to change their vote any time before the polls close, after all motions have been made. Prior to the meeting, shareholders were presented with the annual financial statements of Cineplex Inc. as at and for the year ended December 31st, 2025, together with reports from management and the auditors of the corporation. These materials were either mailed or provided electronically to shareholders. These materials are also available online under the corporation's profile on SEDAR+ and on the online meeting portal. Shareholders do not have to take any action regarding the financial statements, but if any shareholder has questions relating to the statements, I would ask that they be raised during the Q&A session after the conclusion of the formal portion of this meeting.
It's now time to proceed with the first formal item of business, the nomination and election of directors. I invite a motion regarding the nomination of directors.
Madam Chair, I nominate Janice Fukakusa, Donna Hayes, Ellis Jacob, Kevin Johnson, Rania Llewellyn, Sarabjit Marwah, Sean McGuckin , Heidi Messer, Ron Wilson, and Phyllis Yaffe as directors of Cineplex to hold office until the next annual meeting of shareholders, or until their successors are elected or appointed.
Madam Chair, I second the nominations.
As the corporation's bylaws require that nominations be received 30 days prior to the annual meeting of shareholders and no such nominations were received, I declare the nominations closed, and I invite a motion regarding these individuals as directors.
Madam Chair, I move a resolution as follows. Be it resolved that Janice Fukakusa, Donna Hayes, Ellis Jacob, Kevin Johnson, Rania Llewellyn, Sarabjit Marwah, Sean McGuckin, Heidi Messer, Ron Wilson, and Phyllis Yaffe are hereby elected as directors of Cineplex Inc. to hold office until the next annual meeting of shareholders, or until the successors are elected or appointed.
Madam Chair, I second the motion.
Thank you. As previously mentioned, voting on all matters during the meeting today will be conducted by online ballot. Registered shareholders and duly appointed proxy holders have not yet voted online may do so now. I declare the resolution carried. The next item of business is the appointment of the corporation's auditors and the authority of the directors to fix their remuneration. I invite a motion in that regard.
Madam Chair, I move the following resolution. Be it resolved that PricewaterhouseCoopers LLP is hereby appointed as auditor of Cineplex Inc. to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors.
Madam Chair, I second the motion.
Thank you. Those registered shareholders and proxy holders who have not yet voted may do so now. I declare the resolution carried. We now move on to the next matter to be voted on. The next item of business is a non-binding advisory vote on the approach to executive compensation disclosed in the corporation's. This shareholder advisory vote forms an important part of the ongoing process of engagement between shareholders and the board of directors on executive compensation. I invite a motion regarding the corporation's approach to executive.
Madam Chair, I move the following resolutions. Be it resolved that on an advisory basis, and not to diminish the role and responsibilities of the board of directors, the shareholders accept the approach to executive compensation disclosed in the 2026 Management Information Circular of Cineplex Inc.
Chair, I second the motion.
Thank you. Those registered shareholders and proxy holders who have not yet voted may do so now. I declare the resolution carried. The final item of business is a vote on the continuation of the corporation's shareholder rights plan, which was put into effect on June 19th, 2020, and which requires reapproval by shareholders every three years. The shareholder rights plan was last reapproved on May 24th, 2023. Will someone please move, and someone please second a resolution in that regard?
Madam Chair, I move the following resolution. Be it resolved that the shareholder rights dated June 19th, 2020, between the corporation and TMX Trust Company, formerly AST Trust Company (Canada), as rights agents, a copy of which is available on SEDAR+ at www.sedarplus.com, is hereby ratified, confirmed, and approved for a further three years. Any director or officer of the corporation is hereby authorized and directed to execute or cause to be executed under the seal of the corporation or otherwise and to deliver or to cause to be delivered all such other deeds, documents, instruments, and assurances, and to do so or cause to be done all such other acts as, in the opinion of such director or officer of the corporation, may be necessary or desirable to carry out the terms of this resolution.
Madam Chair, I second.
Actually. Remain open for a brief moment. Any registrant hasn't yet voted, or wishes to change their vote may take the opportunity to do so now. Voting buttons on the web portal. As a reminder, shareholders who have sent in proxies or voted via telephone or internet do not need to take any further action. We will pause a moment for any further voting. Now that everyone has had the opportunity to vote, I declare the polls for Cineplex's 2026 Annual and Special Meeting of Shareholders closed. I've been informed by the scrutineer that the preliminary vote report shows that each of the proposals presented today has been duly approved. I declare that the nominees listed in the corporation's 2026 Management Information Circular Until close of the next annual meeting of shareholders or until they resign or their successors are elected or appointed.
PricewaterhouseCoopers LLP has been appointed as the corporation's auditor for the upcoming year, and the corporation's directors have been authorized to fix the auditor's remuneration. The advisory resolution on the corporation's approach to executive compensation has been approved. The continuation of the rights. We will be reporting the final voting results in a press release and via a SEDAR+ filing following this meeting. Following the motion to terminate the formal portion, we will proceed with the presentation by Ellis Jacob, President and Chief Executive Officer, followed by a Q&A session with Ellis Jacob and Gord Nelson, Chief Financial Officer. Terminate the meeting.
Madam Chair, I move that the Annual and Special Meeting of Shareholders of Cineplex Inc. be terminated.
Madam Chair, I second the motion.
All those shareholders and proxy holders signify by voting now. I declare that the shareholders meeting now is terminated. On behalf of management and the Board of Directors, I thank you all for attending this annual and special meeting of shareholders. I now turn the meeting over to Ellis Jacob, the President and Chief Executive Officer of Cineplex.
Thank you, Phyllis, and good morning, everyone. I am excited to be with you today as this is a pivotal time for the industry, and we are confident in our path forward. Before I proceed, I would like to draw your attention to this important slide. Box office and attendance are up year to date. This trend was reinforced in May with Cineplex's box office reaching a post-pandemic high for the month, ranking as the sixth largest May in the Consumer confidence in the theatrical experience is strengthening and studios continue to reinforce their exclusive Film product for 2026 is stronger than in recent years, supported by increased output from both traditional and non-traditional studios and a more consistent release cadence. Expectations for 2026 domestic box office have continued to increase, with year-over-year growth expected in the range of 10%-15%. Cineplex is well-positioned to benefit from this trend.
Over the past year, we executed with discipline, advancing our strategic priorities, strengthening our balance sheet, and taking measured steps to return capital to shareholders. Given the inherent operating leverage and cash flow potential in our business, the anticipated recovery in box office will drive meaningful incremental upside. I'd now like to spend the next few minutes highlighting Cineplex's competitive advantage, the momentum we are seeing in both the industry and our business, the operating leverage and cash flow potential we have, and our approach to capital allocation. Cineplex is uniquely positioned relative to its peers. We operate one of the largest circuits in North America. In Canada, we are the clear market leader with approximately 74% market share and a nationwide network of over 150 theaters. We also lead the market in premium format penetration with the highest share of box office derived from premium experiences.
We continue to outperform the industry in alternative programming, with Cineplex generating the highest % of box office revenue from international content. We fully own our cinema media business, a scale platform with highly attractive margins of 80% and above, giving us a powerful and differentiated advantage. We have an attractive location-based entertainment business with The Rec Room and Playdium locations nationwide. Underpinning this is SCENE+, one of the most robust loyalty ecosystems in the country with over 15 million members. This program enables more targeted engagement, personalized offers, and drives incremental visitation. Differentiated from our peers, SCENE+ engages both moviegoers and non-moviegoers, enabling us to increase frequency among existing guests while also converting non-moviegoers. With stronger industry conditions, we expect these advantages will enable us to capitalize on the resulting growth.
Industry momentum is clearly building, and the buzz following CinemaCon was the highest we've seen in years. Studios have aligned around increased output, stronger theatrical windows, and reaffirmed their commitment to theatrical as a foundation of a film's life cycle. The depth and quality of the upcoming film slate continues to strengthen with enthusiasm around major releases in 2026 and beyond. Studios, both traditional and emerging, are expanding their commitment to theatrical releases. Film output is increasing, with several players committing to higher volumes of wide releases. Amazon MGM had its highest-grossing film to date with Project Hail Mary and has committed to at least 15 films per year. Paramount Skydance CEO David Ellison has outlined plans for up to 30 theatrical releases should the proposed transaction with Warner Bros. Discovery receive regulatory approval.
The emphasis on theatrical output reflects the recognition of its importance in the life cycle of a film. Equally important, during CinemaCon, Paramount and Universal committed to a minimum 45-day exclusive theatrical window, joining the rest of the major studios and resulting in full industry alignment. Furthermore, Netflix recently announced that its upcoming Narnia film will receive a wide theatrical release with a 49-day exclusive window in 2027. The lengthening of the theatrical window is beneficial as it reduces guest confusion around when films are available in theaters versus other platforms. Theatrical exhibition continues to be the engine that drives the train and the most significant driver of a film's lifetime revenue. Taken together, these dynamics are driving a more predictable supply environment, recognizing the increasing consumer appetite for the theatrical experience.
With these positive trends and a compelling film slate, the industry is well positioned for continued momentum into 2026 and 2027. For Cineplex, this directly translates into financial upside. In our exhibition business, the operational leverage is significant. Our media business delivers EBITDA margins of approximately 80% with substantial incremental contribution given minimal variable costs beyond commissions. Together, the EBITDA contribution per patron is approximately CAD 15.25. As attendance continues to build, this will drive growth in EBITDA and cash flow. With that growth, we remain highly focused on value-driven capital allocation, including maintaining a consistent and disciplined capital expenditure program aligned with the needs of the business. Our priorities are clear: strengthen the balance sheet to achieve our target leverage range, returning capital to shareholders, and investing in growth opportunities.
First, we are focused on further strengthening our balance sheet and working towards achieving our target leverage range of two and a half to three times. While we'll look at ways to reduce debt, this will be driven primarily by EBITDA growth as box office continues to recover, supported by the strong operating leverage in our model. In Q1 2026, we extended the maturity of our bank credit agreement, which enhanced our financial flexibility and extended our debt runway. Second, we are returning capital through opportunistic share buybacks within the constraints of our debt agreements. We believe our shares are undervalued relative to the intrinsic value of the business and view share buybacks as a compelling and accretive use of capital. As we progress towards our target leverage range, we will also evaluate additional forms of shareholder return, including the potential reintroduction of a dividend.
Third, we will continue to invest and strengthen our core businesses, including our theater locations to improve the guest experience. Over many years, we have made targeted strategic investments to enhance the quality and competitiveness of our circuit. Today, this includes a highly attractive footprint, leading premium formats, and a differentiated in-theater experience that positions us to capture demand and drive sustained growth in attendance and consumer spend. We may also invest within our location-based entertainment business, focusing only on opportunities where we see compelling returns. As we have demonstrated in the past, our focus is on operational excellence and exploring accretive opportunities. In the fourth quarter of 2025, we completed the sale of Cineplex Digital Media, generating approximately CAD 70 million in gross proceeds.
This is in addition to the sale of our amusement solutions business, Player One Amusement Group, in the first quarter of 2024 for CAD 155 million in gross proceeds. We also renewed our normal course issuer bid in August 2025 and have repurchased approximately CAD 19 million in shares since the inception of the program. Looking forward, the outlook for content remains strong. The balance of 2026 delivers one of the most compelling film slates we've seen in years, defined by depth and diversity across multiple genres. The pipeline includes many highly anticipated films, including family films such as Toy Story 5, Minions and Monsters, and a live-action Moana. Superhero films including Spider-Man: Brand New Day, the most-watched trailer of all time, and Avengers: Doomsday.
Original films such as Steven Spielberg's Disclosure Day and Christopher Nolan's The Odyssey, as well as a wide range of established IP, including The Hunger Games: Sunrise on the Reaping, distributed by Cineplex Pictures, Walker & Law and Dune: Part Three. Looking further ahead, while we don't yet have full visibility for 2027, it is already shaping up to be another strong year, supported by a lineup of new releases from established franchises such as Star Wars, Spider-Man: Beyond the Spider-Verse, Shrek, Batman, Minecraft, Frozen, and Avengers. Beyond exhibition, we see avenues for growth across all of our businesses and remain focused on executing our strategy and maintaining financial discipline. With confidence in both the industry outlook and our own trajectory, and in the context of ongoing global consolidation, we will continue to evaluate opportunities to maximize long-term shareholder value.
Before I close, I'd like to take a moment to reflect. As many of you know, this is my final annual meeting as CEO. There's been an incredible privilege to lead Cineplex and be a part of this industry for almost four decades. During that time, I've seen it all in the industry through technological disruptions, new distribution models, economic cycles, a pandemic, and industry strikes. Through it all, one constant remains: the appeal of the shared movie-going experience and the enduring importance of the exhibition business. While the industry has faced significant challenges in recent years, we have built a more resilient business, strengthened our balance sheet, and are well-placed to benefit from the next phase of industry growth. What gives me confidence is our market position, our disciplined strategy, and an industry-leading team that executes at the highest level.
With a strong pipeline of content and a clear path forward, I believe Cineplex is exceptionally well-positioned for the years ahead, and I am incredibly proud of what we've built together. Thank you for your trust and support. It has truly been an honor. With that, we will conclude this morning's remarks and will open the line for questions. For shareholders or duly appointed proxy holders, you may submit a question by typing it in the Ask a Question text box located at the lower left-hand side of the screen.
Thank you, Ellis. At this point, there are no questions.
Thanks, Mahsa. Before we close the meeting, I would like to thank Cineplex's employees for their hard work and dedication. Thank you to the board of directors for their continued advice and guidance. Finally, thank you to our shareholders, guests, and partners for your ongoing support and belief in Cineplex. Have a wonderful day.
Ladies and gentlemen, this does conclude today's meeting. Thank you for your participation, and you may now disconnect.