Hello, and welcome to the Annual Meeting of Shareholders of Capital Power Corporation. 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 Computershare and the company that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to the Chair of the meeting, Jill Gardiner. The floor is yours.
Good afternoon. It is just after 1:00 P.M., so I'll ask that the meeting come to order. My name is Jill Gardiner, and I am the Chair of the Board of Capital Power Corporation. In accordance with the company's bylaws, I'm pleased to act as Chair for this meeting. In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous peoples of Turtle Island or North America. Capital Power's head office is located within the traditional and contemporary home of many Indigenous peoples of the Treaty 6 territory and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community.
With me today are Avik Dey, President and Chief Executive Officer, Pauline McLean, Senior Vice President, External Relations and Chief Legal Officer, Colleen Legge, Vice President, Legal, and Roy Arthur, Vice President, Strategy, Planning, and Investor Relations. To facilitate increased participation of our shareholders compared to previous years, we have decided to hold a virtual shareholders meeting this year. To ensure a smooth flow of the business matters we will be dealing with today, Avik Dey and Colleen Legge will move and second formal motions. They will be called upon as needed. To clarify, this procedure is not an attempt to discourage participation, but merely to expedite proceedings in a virtual environment and eliminate the risk of internet connectivity issues. Unless a different proxy holder has been indicated on management proxies, Avik Dey will act as proxy holder for such proxies. We are using a virtual-only format for this meeting.
As noted in our management proxy circular dated March 10th, 2025, shareholders can vote by proxy or can vote virtually during the meeting. Any questions pertaining to the business of the meeting will be addressed at the appropriate time. Following the meeting, an archived recording will be made available on Capital Power's website. As indicated in our management proxy circular, we will not be doing a corporate presentation. However, after the termination of the formal portion of the meeting, we will hold a question and answer session where the CEO and Senior Vice President, External Relations, and Chief Legal Officer will be available to answer any questions from shareholders and duly appointed proxy holders that relate to the business of the company. If you experience any technical difficulties during the meeting, please contact Computershare by calling 1-888-724-2416.
Computershare Trust Company of Canada is the company's Registrar and Transfer Agent for its common shares. Today, Stephanie Tuss of Computershare has been appointed to act as Scrutineer. In accordance with the company's bylaws, Colleen Legge will act as Secretary of the meeting. Stephanie Tuss will report on the shareholders present virtually or by proxy and compute the votes on any polls taken. We will conduct votes on the items of business by electronic balloting. Most registered shareholders have already voted by proxy. However, for those of you who did not vote in advance by proxy and need to vote today, we will conduct a vote on each motion during the meeting. We will let you know when the electronic balloting opens. To vote, simply click on the Vote tab on the right side of your screen, at which point the resolutions and voting options will appear.
If you previously provided a proxy, you should not vote by electronic ballot today unless you wish to change your vote. We will close the voting and tabulate the ballots after all matters have been put forward and discussed, so the meeting is not paused at each matter for the scrutineer to calculate preliminary results. If you have a question on any of the matters of business to be addressed at this meeting, please submit your question now using the Q&A tab on the virtual interface. Please do not wait for the matter to be open for discussion. At this time, we want to thank all of you who submitted proxies in advance and remind you that only registered shareholders or duly appointed proxy holders may participate and ask questions during the meeting.
Under the notice-and-access system for communicating with shareholders, the Company mailed a Notice of Meeting together with a Form of Proxy or a Voting Instruction Form commencing on March 24th, 2025. The Notice informed shareholders about the time and place of our meeting, the business of the meeting, and stated that our Management Proxy Circular was posted on our website at www.capitalpower.com/agm, as well as on SEDAR+. The Notice also stated that any shareholder could request a printed copy of the Management Proxy Circular in advance of today's meeting. The Secretary of the meeting has provided me with an affidavit of mailing prepared by Computershare Trust Company of Canada. She will see that this affidavit is filed with the Minutes of this meeting. The Secretary of the meeting has received the report of the Scrutineer and advises me that there is a quorum present.
On the basis of this report, I declare that the meeting has been regularly called and properly constituted for the transaction of business. The Secretary of the meeting will also file the report of the Scrutineer with the minutes of this meeting. I request that the Scrutineer launch the electronic ballots to the registered holders of common shares and duly appointed proxy holders. The polls are now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the Management Information Circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote.
The next item of business is the presentation to the meeting of the consolidated financial statements of Capital Power for the year ended December 31st, 2024, and the report of the auditor thereon. The integrated annual report of the company, which contains the consolidated financial statements together with the report of the auditor thereon and the company's business report, was mailed to each shareholder who requested a copy. The integrated annual report is also available on the company's website. On behalf of the directors, I now place before the meeting the consolidated financial statements and auditor's report thereon for the year ended December 31st, 2024. Are there any questions on the consolidated financial statements?
Chair, there are no questions at this time.
As there are no questions, I declare that the consolidated financial statements and the auditor's report have been received. The next item of business is the election of directors. In accordance with the bylaws of the company and pursuant to a resolution of the Board of Directors, a total of 10 directors will be elected at today's meeting by the holders of common shares. Information regarding the nominees being proposed for election is set out in the management proxy circular. As of 1:00 P.M. Friday, April 25th, 2025, which was the deadline for receipt of proxies, management had received proxies for over 63,729,724 common shares with in excess of 92.96% of shares represented by proxy voting in favor of each of management's nominees to the Board of Directors named in the management proxy circular.
We will now proceed with the nomination and election of the 10 Directors to be elected by holders of common shares. Only registered holders of common shares or their duly appointed proxy holders are entitled to nominate and vote for the election of these Directors. Avik Dey, may I ask you for a nomination of each of the 10 Directors to be elected by holders of common shares?
Chair, on behalf of the Board of Directors, I nominate each of the following 10 persons as named in the Management Proxy Circular for election as Directors to hold office until the close of the next Annual Meeting or until their successors are duly elected or appointed. Jill Gardiner, Gary Bosgoed, Avik Dey, Carolyn Graham, Kelly Huntington, Barry Perry, Jane Peverett, Neil H. Smith, Keith Trent, and George Williams.
Thank you, Avik. Colleen Legge, would you please second the nominations?
Chair, I second the nominations.
Thank you, Colleen. In the absence of the receipt of notice of any further nominations, in accordance with Bylaw Number three of the company, I declare the nominations closed. Have we received any questions on this matter?
Chair, there are no questions at this time.
As there are no questions received, we will now proceed with the election of the nominated Directors. The election of Directors will proceed by way of electronic ballot. Votes will be cast in favor of or against each nominated Director individually. The votes cast in favor of the election of a Director nominee must represent a majority of the common shares voted at the meeting. If the number of shares voted against equals or exceeds the number of the shares voted in favor of the Director, then the Director shall not be elected. In the event that an incumbent Director nominee is not elected, they may be permitted to remain as a Director until the earlier of one, 90 days after the date of the election, or two, the date on which their successor is elected or appointed.
Only registered holders of common shares or their duly appointed proxy holders are entitled to vote on the election of these Director nominees. Any shareholders present virtually may have already filed their proxies. Unless they wish to withdraw their proxy, these shareholders should not complete an electronic ballot since their shares will be voted in accordance with the instructions contained in the proxies granted to their proxy holders. If you have not already submitted a proxy, please mark your electronic ballots in the Vote tab. To cast your vote, select For or Against. We will pause to give you time to vote. The scrutineer will review the electronic ballots and prepare the final scrutineer's report reflecting the results of the proxies and ballots. A report on the voting results will be filed on SEDAR+ after the meeting.
In addition, we will publish the results of this matter in next year's Management Proxy Circular. Next on the agenda is the appointment of the auditor. Management has received proxies representing in excess of 63,729,724 shares with in excess of 93.26% of shares represented by proxy voting in favor of the auditors named in the Management Proxy Circular. Colleen Legge, may I have a motion to appoint the auditor of the company?
Chair, I move that KPMG LLP Chartered Accountants be appointed auditor of the company to hold office until the close of the next annual meeting of shareholders, with compensation to be fixed by the Board on the recommendation of the Audit Committee.
Thank you, Colleen. Avik Dey, will you second the motion?
Chair, I second the motion.
Thank you, Avik. Have we received any questions on this matter?
Chair, there are no questions at this time.
As no questions have been submitted on this matter, we will now proceed with the vote. If you have not already submitted a proxy, please mark your electronic ballot. To cast your vote, click For or Withhold. We will pause to enable voting. Next on the agenda is the advisory vote on executive compensation, also known as the Shareholder Say on Pay. Capital Power Corporation conducts an annual advisory Shareholder Say on Pay vote. Management has received proxies representing in excess of 63,729,724 shares with in excess of 97.45% of the shares represented by proxy voting in favor of the advisory vote on executive compensation. As Capital Power's approach to executive compensation has been disclosed in the Management Proxy Circular, I do not propose to reiterate the details now.
Avik Dey, may I have a motion regarding this matter?
Chair, I move that it be resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Capital Power's Management Proxy Circular, delivered before its 2025 Annual Meeting of Shareholders.
Thank you, Avik. Colleen Legge, will you second the motion?
Chair, I second the motion.
Thank you, Colleen. Have we received any questions on this matter?
Chair, there are no questions at this time.
As no questions have been submitted on this matter, we will now proceed with the vote. If you have not already submitted a proxy, please mark your electronic ballot. To cast your vote, click For or Against. We will pause to give you time to vote. Next on the agenda is a vote on continuing the company's Shareholder Rights Plan as described in the Management Proxy Circular. Our Amended and Restated Shareholder Rights Plan was last reviewed and approved by shareholders on April 29th, 2022. The continuance of the plan was approved by the Board of Directors on February 25th, 2025, but it must also be ratified by our shareholders. If the shareholders approve the plan, it will remain in effect until the end of our 2028 Annual General Meeting.
Management holds proxies for common shares representing in excess of 63,729,724 votes, which represents more than 98.43% of the total eligible votes for this motion. As a summary of the terms of the Shareholder Rights Plan has been disclosed in the Management Proxy Circular, I do not propose to reiterate the details of the plan now. Avik, may I have a motion regarding this matter?
Chair, I move that the resolution approving the continuance of the Shareholder Rights Plan, as set out in the Management Proxy Circular, be approved.
Thank you, Avik. Colleen Legge, will you second the motion?
Chair, I second the motion.
Thank you, Colleen. Have we received any questions on this matter?
Chair, there are no questions at this time.
As no questions have been submitted on this matter, we will now proceed with the vote. If you have not already submitted a proxy, please mark your electronic ballot. To cast your vote, click for or against. We will pause to give you time to vote. That now completes the formal business of the meeting. Accordingly, the electronic balloting will close in 30 seconds. Once the polls close, the voting page will disappear and your votes will automatically be submitted. The polls are now closed. I request that the scrutineer review the electronic ballots and tabulate the votes. I will now declare the preliminary results of voting. A report on the final voting results will be filed on SEDAR+ after the meeting. With respect to the election of directors, each nominee has received a majority of the votes cast at this meeting.
Accordingly, I declare that each nominee is duly elected as a Director of the Company to hold office until the close of the next Annual Meeting of Shareholders, or until their successors are elected or appointed. On the matter of the appointment of an Auditor, I declare that the motion is carried, and KPMG LLP is appointed Auditor of the Company to hold office until the close of the next Annual Meeting of Shareholders. On the matter of the advisory vote on Executive Compensation, I declare that the motion is carried. On the matter of the continuance of the Company's Shareholder Rights Plan, as described in the Management Proxy Circular, I declare that the motion is carried. Unless there are any questions from shareholders or their duly appointed proxy holders, that now concludes the formal business of the Meeting.
There being no further business from the agenda, I will ask Avik Dey for a motion to terminate the formal portion of the meeting.
Chair, I move that the formal portion of the meeting be terminated.
Thank you, Avik. Colleen Legge, will you please second the motion?
Chair, I second the motion.
Thank you, Colleen. The motion is carried, and I declare the formal portion of today's meeting terminated. We will now address questions relating to the business of the corporation, with responses from Avik Dey, the CEO, Pauline McLean, the Chief Legal Officer, and Roy Arthur, Vice President, Strategy, Planning, and Investor Relations. To ask a question, please type it into the Q&A tab on the virtual interface. We will address as many questions as time permits. Thank you for your participation.
Chair, there are no questions at this time.
Thank you, Pauline. As we have not received any questions, this now concludes the meeting. Thank you for attending the meeting and your continued support of Capital Power Corporation. You may now disconnect.