Colliers International Group Inc. (TSX:CIGI)
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Apr 24, 2026, 4:00 PM EST
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AGM 2022

Apr 5, 2022

Operator

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Colliers International Group Inc. Please note the meeting will be recorded. I would like to introduce Peter Cohen, Vice Chairman and Lead Director of Colliers. Mr. Cohen, the floor is yours.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Good morning, ladies and gentlemen. Please allow me to introduce myself again. I'm Peter Cohen, the Vice Chairman and Lead Director of Colliers International Group Inc. I will be acting as the chair of this meeting. Before we begin the official part of the meeting, allow me to introduce those members of Colliers' management team that are also attending this meeting virtually. Jay Hennick, the Chairman and Chief Executive Officer. Christian Mayer, the Chief Financial Officer. Matthew Hawkins, Corporate Secretary, and Lynda Cralli, the Assistant Corporate Secretary. Before we begin the formal part of the meeting, I would like to take this opportunity to thank everyone for joining us virtually today. Following the conduct of the formal business of today's meeting, we will present a short video followed by a question- and- answer session.

If you are a registered shareholder or duly appointed proxy holder that provided your control number while logging into the meeting and have a question, please feel free to ask the Ask Question feature shown on the screen, and it will be addressed at the appropriate time. It is now past 11 A.M., and I would ask that the annual meeting of shareholders of Colliers come to order. With the consent of the meeting, I will act as chair. In accordance with Colliers' bylaws, Matthew Hawkins will act as secretary, and TSX Trust Company will act as scrutineer of the meeting. The minutes of the last annual and special meeting of shareholders held on April 14th, 2021 are with me, and with the consent of the meeting, we will dispense with the reading of these minutes, and the minutes shall be taken as read.

I am also tabling a copy of the audited consolidated financial statements of Colliers for the year ended December 31, 2021 and the auditor's report thereon. You will have received them with the meeting materials, and a copy is also available by clicking through the appropriate link shown on your screen. With the consent of the meeting, the reading of the auditor's report will be dispensed with, and the financial statements shall be received. Would the secretary please report whether there is a quorum present?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

According to the bylaws of Colliers, a quorum for any meeting of shareholders is any two shareholders entitled to vote at the meeting, whether present in person or represented by proxy. Based on all available attendance information, we have a quorum of shareholders. A copy of the final scrutineer's report will be annexed to the minutes of this meeting.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

I'm advised that there is a quorum present. As a quorum is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. I note that we have received duly completed proxies that have appointed myself or Matthew Hawkins as proxy holder in respect of approximately 90% of the total votes associated with the Colliers shares. In connection with each matter of formal business voted upon at the meeting, Mr. Hawkins will vote in accordance with the instructions set out in each proxy. A summary of the voting results on each matter of formal business will be included in a press release to be issued following the meeting, and a report on voting results will be filed with SEDAR.

Voting will be conducted using the TSX Trust virtual voting platform that is available on the screen to those that have logged in using their control numbers. At this point, I will ask TSX Trust to please open the platform for voting on all resolutions. While I will review each matter of business individually, registered shareholders and proxy holders that have logged in using their control numbers and have not already submitted their proxies or wish to change their previously submitted votes, are eligible to vote on all resolutions at any point while the voting remains open. The first item of formal business is to consider a resolution appointing PricewaterhouseCoopers LLP as independent auditors of Colliers at a remuneration to be fixed by the directors. In order to approve this resolution, it must be passed by a majority of the votes cast.

May I have a motion for the approval of this resolution?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I move that PricewaterhouseCoopers LLP be appointed as independent auditors of Colliers to hold office until the close of the next annual meeting of shareholders at a remuneration to be fixed by the board of directors of Colliers.

Lynda Cralli
Assistant Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I second the motion.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. As previously indicated, voting is now open on this motion, and you are encouraged to vote using the Voting tab shown on your screen. Based on proxies received prior to the meeting, it is expected that this resolution will be approved. The next item of business is the election of 10 directors. These directors will hold office until the next annual meeting of shareholders or until their successors are elected or appointed, or they otherwise cease to hold office. The management information circular states that there are 10 proposed candidates. The secretary will now read their names.

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

The names of the director nominees are Peter Cohen, John P. Curtin Jr., Christopher Galvin, Jane Gavan, Stephen Harper, Jay Hennick, Katherine Lee, Poonam Puri, Benjamin Stein, L. Frederick Sutherland.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. I would like to remind shareholders that directors are to be voted on individually in accordance with the Colliers' majority voting policy. I now recognize Christian Mayer.

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I nominate each of the 10 persons whose names have been read to this meeting and move that each such person so nominated be individually elected as directors of Colliers to serve until the next annual meeting of shareholders or until his or her successor is elected or appointed, or he or she otherwise ceases to hold office.

Lynda Cralli
Assistant Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I second the motion.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. Voting on each individual director nominees may now be completed using the Voting tab on your screen and will remain open until voting is closed. Based on proxies received prior to the meeting, it is expected each of the nominated directors will be elected. We will now consider the next item of business before this meeting. As described in the Management Information Circular, Colliers is seeking approval of a resolution approving an amendment to the Colliers stock option plan. The amendment will increase the maximum number of subordinate voting shares reserved for issuance pursuant to the exercise of stock options granted by an additional 1 million shares. The form of resolution is set out on page 60 of the Management Information Circular. In order for this resolution to be passed, it must be approved by a majority of the votes cast.

The amendment to the stock option plan must also receive exchange approval in order to be effective. The Toronto Stock Exchange has approved the amendment subject to obtaining shareholder approval today. May I have a motion for the approval of this resolution?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I move that the resolution approving the amendment to the Colliers stock option plan, the form of which is set out on page 60 of the Management Information Circular furnished to shareholders in respect of this meeting be approved.

Lynda Cralli
Assistant Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I second this motion.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. Have any questions relevant to this resolution been asked using the Ask a Question feature?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

No questions have been asked.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. Voting on this matter of business may now be completed using the voting tab on your screen and will remain open until voting is closed. Based on proxies received prior to the meeting, it is expected that the resolution will be approved. The next matter of business is to consider the advisory vote on executive compensation set out in the Management Information Circular mailed to shareholders. May I have a motion to consider this resolution?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I move that the meeting consider, and if deemed advisable, pass on an advisory basis and without diminishing the role and responsibilities of the board of directors, that the shareholders of Colliers accept the approach to executive compensation as disclosed in the Management Information Circular delivered to shareholders.

Lynda Cralli
Assistant Corporate Secretary, Colliers International Group Inc

Mr. Chairman, I second the motion.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. Have any questions relevant to this resolution been asked using the Ask a Question feature?

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

No questions have been asked.

Peter Cohen
Vice Chairman and Lead Director, Colliers International Group Inc.

Thank you. Voting on this matter may now be completed using the voting tab on your screen and will remain open until voting is closed. Once again, based on proxies received prior to the meeting, it is expected that this resolution will be approved. As this is the final matter of formal business on the meeting agenda, voting on all resolutions will close momentarily, and shareholders are encouraged to ensure that their votes have been submitted. I would now request that the TSX Trust please close all voting. Based on proxies provided prior to the meeting and the preliminary scrutineers report received, I can confirm that all resolutions have been passed by the requisite number of votes in favor. Detailed voting results will be included in a press release to be filed following the meeting, together with the report which will be shown, the voting results filed on SEDAR.

As there is no further business, I declare the formal portion of this meeting terminated. At this point, I would ask TSX Trust to please go ahead and play our video presentation and questions- and- answer periods will then follow. Thank you.

Jay Hennick
Chairman and CEO, Colliers International Group Inc

Welcome, and thanks for joining us for this year's annual meeting of the shareholders. Today, we start with an overview of 2021 and the incredible growth we've achieved, growth we continue to see as we enter the current year. Everyone knows that at Colliers we're enterprising. As leaders in professional services and investment management, we have a long and successful track record of seizing opportunities, embracing change, and of course, thinking differently. In 2021, we delivered very strong results with each of Capital Markets, Leasing, and Outsourcing & Advisory all up significantly across all service lines and across all geographies. Investment Management also had a record year, raising more than $6 billion in capital and finishing the year with more than $50 billion in assets under management.

Our remarkable performance demonstrates the strength of our business model, our focus on growth and increasing recurring revenues, and the trust and confidence our clients and investors place in Colliers professionals worldwide. Last year, we launched our new five-year plan called Enterprise 2025. Between 2020 and 2025, our goal is to more than double our profits with 65% coming from recurring revenues. We've had a great head start, but we have a lot more to do if we hope to accomplish our goal. Creating value for shareholders has always been at the forefront of our efforts. We benefit from our balanced and diversified business model. We're highly diversified by revenue, by client, by service, by asset class, and even by geography.

Our distinguished track record of performance, unique partnership philosophy, and significant insider ownership has been responsible for delivering more than 20% annualized growth in share value over 27 years. 27 years. To put that into perspective, a $1 million investment in our company when we first came public in 1995 is worth $171 million today. A tremendous achievement by any standard. Looking ahead, Colliers will continue to build scale, expertise, and expand our service lines as we have done so well in the past. For example, we will soon be able to offer our investors another group of unique investment products in the infrastructure space with the addition of Basalt Infrastructure Partners. Together with Antirion, the Pan-European investment firm we announced last year, we expect to add about $12 billion in assets under management once both of these transactions are completed.

Recognizing the importance of capital allocation, I was proud to announce the promotions of Elias Mulamoottil and Zachary Michaud as Co-Chief Investment Officers. These appointments are a testament to their accomplishments, to their proven leadership, and to their bias for action. I was also [audio distortion] significance of environmental protection and inclusiveness. Last year, we took steps to deepen our commitment to ESG. In 2021, we published our first impact report and our ESG framework called Elevate the Built Environment. We also proudly committed to achieving net zero for our own operations by 2030, and to set science-based targets to reduce greenhouse gas emissions. To lead these efforts, we appointed Sean Drygas as global lead of Impact and ESG. Sean will partner with our regional teams to develop additional targets, which will be published in this year's impact report.

Technologies that enable our people to deliver better solutions is also at the core of how we do business. Last year, we formalized a global innovation team to bring our disciplined investment approach to technology and to identify solutions that address high priority business needs. Our suite of solutions, technology partnerships, and the ongoing work with our proptech accelerator companies, some of whom have done incredibly well, are just a few examples of our strategy in action. Colliers is one of the top global players in our industry with an institutionally respected global brand. The launch of our updated brand identity last year propelled our leadership and drove consistency and collaboration across all borders. We are proud of everything we achieved over the past year, and now let me turn things over to Christian to take us through our financial performance.

Christian Mayer
CFO, Colliers International Group Inc

Thank you, Jay. As you heard, we delivered very strong financial results for 2021, reflecting the resilience of our balanced and highly diversified global platform. Our consolidated revenues exceeded the $4 billion pillar milestone, up 47% relative to the prior year. Our adjusted EBITDA was $544 million, up 51%. Our adjusted earnings per share was $6.18, up 48%. These results exceeded our expectations in every service line and across every geography. Colliers has an asset-light business model generating strong cash flows with modest CapEx, leaving us with significant free cash flow to reinvest in growth. In 2021, our operating cash flow increased 74% year-over-year to $289 million, while capital expenditures remained steady at 11% of adjusted EBITDA.

This year, we expect our operating momentum to continue as demand for all of our services remains robust. We anticipate high single digit overall revenue growth, adjusted EBITDA margin improvement of between 40 basis points and 60 basis points, and mid-teens adjusted earnings per share growth. Last year, we took these steps to further strengthen our balance sheet. We issued $300 million in U.S.- and euro-denominated senior notes due in 2031 at attractive fixed interest rates. We paid down our revolving credit facility in full. We now have well over $1.2 billion of liquidity available to fund future acquisitions, including the Basalt transaction expected to close later this year. At year-end, our net debt to adjusted EBITDA leverage ratio was 0.3x , which was well below our target range of 1x-2x .

With this strong foundation, we are well positioned to continue delivering on our Enterprise 2025 growth plan. Last fall, we increased our semiannual dividend to reflect the confidence we have in the future of our business, as well as the growing proportion of recurring revenue that we generate. At Colliers, we continue to leverage our enterprising culture and growth mindset while maintaining a strong and agile balance sheet to deliver exceptional shareholder returns. Back to you, Jay.

Jay Hennick
Chairman and CEO, Colliers International Group Inc

Before closing, I'd like to acknowledge the retirement of John Friedrichsen, who was one of my closest allies during his 23 years of service with Colliers and with FirstService Corporation. I'd like to thank him once again for his tireless efforts, his dedication, and support in helping build two great companies into two true market leaders. Colliers is stronger and more resilient than ever. We take great pride in building a highly respected global and diversified company that will grow from strength to strength as we continue creating value for our shareholders, as we have over the past 27 years. Thank you for attending this year's annual meeting of shareholders, and we look forward to seeing you in the future.

Matthew Hawkins
Corporate Secretary, Colliers International Group Inc

Thank you. A copy of this video presentation will also be made available on our Investor Relations webpage later today. I note that there have been no questions asked at this time, and we will accordingly move to close the meeting. On behalf of the company, I thank you all for attending. I would ask that TSX Trust please go ahead and terminate the meeting.

Operator

Ladies and gentlemen, thank you for attending today's meeting. You may now—

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