Good morning, ladies and gentlemen. Welcome to Cargojet's 2022 Annual General Meeting. I would now like to turn the meeting over to Pauline Dhillon, Chief Corporate Officer.
Good afternoon, everyone, and thank you for joining us today on the call for our annual general meeting. With me, speaking on the call today will be Ajay Virmani, our President and Chief Executive Officer, and John Webster, one of our directors, who will be leading you through the formal presentation today.
After Mr. Webster's presentation, Mr. Virmani will make some opening remarks and open the lines for questions. I would like to point out that certain statements made on this call, such as those relating to our forecasted revenues, costs, and strategic plans, are forward-looking and within the meaning of applicable securities laws.
This call may include references to Non-GAAP measures like adjusted EBITDA and adjusted EBITDAR. Please refer to our most recent press releases and MD&A for important assumptions and cautionary statements relating to Forward-Looking information and for reconciliations on Non-GAAP measures to GAAP income.
I would now like to turn the call over to Mr. Webster for his formal presentation.
Thank you, Pauline. Good afternoon, and welcome to the Annual General Meeting of the shareholders of Cargojet Inc. My name is John Webster. I am a director of Cargojet Inc., and the board has delegated to me the authority to lead the meeting of shareholders today. As this meeting is held in a completely virtual format by a live audio webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting.
Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi Virtual Interface during the formal part of the meeting. Please note that there will be a slight delay in the publication of the communications received.
After the formal part of the meeting has concluded, all attendees, including those attending the meeting as guests who would like to ask a question, may do so using the instant messaging service of the Lumi virtual interface.
When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered shareholder or a duly appointed proxy holder. Questions will appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting,
Provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot.
Registered shareholders and duly appointed proxy holders will be given the opportunity to vote on each business item after the presentation of all such business items. Registered shareholders who submitted a valid proxy in advance of the meeting do not need to vote by electronic ballot at the meeting.
If you do not vote at the meeting, your previously submitted proxy will continue to be counted in the vote tabulation. Registered shareholders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxies, and only the electronic ballot submitted at the meeting will be counted in the vote tabulation.
When registered shareholders and duly appointed proxy holders are given the opportunity to vote, you will receive a message on the Lumi Virtual Interface requesting you to register your votes, should you choose to do so.
You will only have a certain amount of time to vote. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now ask that the annual meeting of the shareholders of the company come to order.
I appoint Fernando Garcia, Vice President, Legal, Corporate Governance, and Corporate Secretary of the company, as Secretary of the meeting. For the purposes of the meeting, I appoint Computershare Investor Services Inc., through its representative, Yaser Zaghi, as scrutineers to report on the number of common voting shares and variable voting shares represented at this meeting, to compute the votes of any polls taken at this meeting, and to report thereon to the chair of the meeting.
The purpose of today's meeting are set out in the management information circular of the company dated March 7, 2022, announcing a change to the director nominees listed in the circular. Except as described in the press release, the circular remains unchanged from what was mailed to shareholders and previously filed on SEDAR.
The notice calling this meeting, the management information circular, and the form of proxy were mailed to shareholders on or around March 11, 2022, along with the audited consolidated financial statements of the company for the fiscal period ended December 31, 2021, and related MD&A to shareholders of the company who requested such statements and related MD&A. Accordingly, unless there is any objection, I will dispense with the reading of the notice of the meeting.
Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. Our transfer agent, Computershare Investor Services Inc., has attested to the proper mailing of the notice calling this meeting.
There has been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Registered shareholders and duly appointed proxy holders will be provided the opportunity to vote on each business item after the presentation of all such business items.
When you are asked to vote, you will receive a message on the Lumi Virtual Interface requesting you to register your votes. You will only have a certain amount of time to do so.
After you have registered your votes for all business items of today's meeting, the transfer agent will compile the votes in respect of each business item. I have been advised that there are voting shares representing more than 25% of all the outstanding voting shares of the company present, and therefore a quorum of shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business.
I have received the scrutineer's report, and I direct their formal report to be annexed to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at and for the fiscal period ended December 31, 2021, together with the auditor's report to the shareholders thereon.
Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. The next item of business is the election of directors. The company did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaw.
Accordingly, the only persons eligible to be nominated for elections of the board of directors of the company are the management nominees. The five directors to be elected by the shareholders of the company shall hold office until the close of business of the first annual meeting of shareholders of the company following election, or until their successors are elected or appointed.
Dr. Ajay Virmani, Arlene Dickinson, Alan Gershenhorn, Paul Godfrey, and John Webster have been nominated as directors for the ensuing year or until their successors are elected or appointed.
Additional information with respect to each of these directors is included in the circular. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Ontario Business Corporations Act.
Since there are no other nominations, I move and second a motion to elect the directors. The motion is now on the floor. As a result of the company's majority voting policy, it is necessary to vote by ballot for the election of each director. As mentioned at the beginning of the meeting, voting today will be conducted by a single electronic ballot.
We will therefore continue with the next item of business, which is the appointment of the company's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business.
The next item of business is the appointment of auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The audit committee of the board of directors of the company has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP as the auditors of the company.
I move and second that PricewaterhouseCoopers LLP be appointed auditors of the company until the next annual meeting of the shareholders and the board of directors be authorized to fix their remuneration.
The motion is now on the floor, and you will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. As we mentioned, voting today will be conducted by a single electronic ballot.
You will now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors.
Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted.
We will wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots.
Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results.
Thank you for waiting. I have received the scrutineer's report and confirm the following. Each of the five nominees have been elected as directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed.
The appointment of PricewaterhouseCoopers LLP as auditors of the company has been approved, and the board of directors of the company has been authorized to fix their remuneration.
I direct that the results of the poll for the election of the directors to be included with the minutes of this meeting, announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that this meeting now terminate.
As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I will now pass the meeting over to Dr. Ajay Virmani, President and Chief Executive Officer of Cargojet, for further remarks and a Question-And-Answer Period.
I ask that all attendees who would like to ask a question use the instant messaging feature of the Lumi Virtual interface to do so. We will answer as many questions as time permits.
When asking your question, please state your name, the entity you represent, if any, and confirm if you are a registered shareholder or a duly appointed proxyholder. Registered shareholders, duly appointed proxyholders, and those attending the meeting as guests are now permitted to ask questions. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a brief moment to type in their questions.
For each question we answer, we will summarize the question and read out loud the name of the person who asked such question and, if applicable, the entity such person represents. We would like to remind you that questions which are already answered or that are redundant or repetitive will not be published nor answered. Dr. Virmani.
Thank you, John. Thank you everybody for joining Cargojet's AGM today. I'm pleased to advise you that Cargojet just celebrated its 20th anniversary last month. We have grown from one aircraft, a handful of employees, to over 1,500 employees today. We are almost at the revenues of CAD 800 million-plus. We have become market leaders.
We have established Canada's cargo airline as a premium brand for logistics choices for overnight air product in Canada. We have also diversified into other areas like ACMI, CMI, and charters as well. Our culture of safety and security has certainly led us to operate safely and also deliver the on-time performance of 98% consistently that our customers demand of us.
Our diversification strategy, which was recently announced with an acquisition of 19 additional aircraft, along with a revenue generation of CAD 2.3 billion with DHL, is certainly a deal that we feel is very attractive, not only to our shareholders, but our employees and customers while we expand our services.
The growing trend of e-commerce and reduction of belly capacity in the market certainly points towards that more people will be using freighter aircraft in the near future. Boeing 777 aircraft, which are capable of carrying 220,000 pounds, will be introduced in our fleet in 2023 with the launch customer announced with DHL.
I'm certainly happy to report and certainly proud of the fact that our team has certainly done an amazing job of establishing ourselves as a premium logistics air freight, urgent shipment provider, not only in Canada but globally. Thank you everybody for your support, and I am open for questions, from anybody at this stage, to answer.
Since there are no questions for us today, this concludes our presentation. Thank you very much for joining us, and we look forward to another profitable year of growth. We thank you for your continued support and confidence in Cargojet. Have a lovely day.