Hello, welcome to the annual meeting of shareholders of DIRTT Environmental Solutions Ltd. Please note that today's meeting is recorded. If you participate in the 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 corporation that you first obtained all required consent for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Scott Robinson, Executive Chair of the Board. Mr. Robinson, the floor is yours.
Thank you. Good morning, everyone. Welcome to DIRTT's 2026 annual general meeting of the Shareholders. My name is Scott Robinson, and I'm the Executive Chair of the Board of DIRTT. I'll be chairing this shareholder meeting today. Today's meeting is being held in a virtual format. Registered shareholders and proxy holders will have the opportunity to vote and ask questions in accordance with the procedure set out in the proxy statement. After some brief introductory comments, I'll convene the official business meeting. I would first like to take the opportunity to introduce you to all the members of DIRTT's board of directors who are here with me today, either in person in Calgary or virtually. Holly Hess Groos, Douglas Edwards, Jeremy Gold, Shally Pannikode, Scott Ryan, Adrian Zarate, Benjamin Urban, DIRTT's CEO. Next, I'd also like to introduce you to the members of the DIRTT executive leadership team in attendance.
In addition to Benjamin Urban, our Chief Executive Officer, we have Fareeha Khan, Chief Financial Officer and Corporate Secretary, Aaron Merkin, Chief Technology Officer, and Adrian Zarate, Chief Transformation Officer. I'd also like to thank our executive team for all the time and effort they put into DIRTT and our team members. Finally, representatives of PricewaterhouseCoopers LLP are also in attendance and have been given the opportunity to make a statement if they desire. They are also available to respond to appropriate questions. We'd like to offer a special welcome and acknowledgement to Adrian Zarate and Jeremy Gold, who joined the Board of Directors last summer and this winter, respectively. Adrian joined DIRTT as Chief Transformation Officer in November of 2025 and has served as a member of DIRTT's Board of Directors since July of 2025.
Prior to joining DIRTT, Adrian developed extensive experience in capital markets and corporate finance through senior roles at 22NW Fund, LP , Greenhill & Co., and Nuveen. Jeremy Gold has been managing director at the Berger Family Office since 2022. We are thrilled to have both Jeremy and Adrian at the table and look forward to their continued contributions towards DIRTT's long-term success. I'll now call this 2026 annual general meeting to order. Access to the meeting materials, including the notice of meeting, management information circular and proxy statements, and form of proxy, was made available to shareholders on or about March 27, 2026. The declaration of mailing is available for inspection by any shareholder upon request. A copy of the declaration will be filed with the minutes of today's meeting. I've been advised by the scrutineers that quorum is present for today's meeting.
A copy of the scrutineers' report is also available for inspection by any shareholder and will also be filed with the minutes of today's meeting. To facilitate the timely and orderly conduct of today's business, arrangements have been made with certain shareholders to move and second the resolutions to be considered during the meeting. If you are a registered shareholder or a duly appointed proxy holder, you may submit a question directly related to any of the proposals. You can submit questions by clicking on the Q&A tab. Only questions directly related to the proposals being considered will be addressed during the meeting. All other questions will be directed to our investor relations department after the meeting. The DIRTT website has contact information for this department. I confirm that proper notice of the meeting was given in accordance with applicable requirements and that a quorum is present.
Accordingly, I declare the meeting duly called and properly constituted for the transaction of business. Voting on all resolutions will be conducted by ballot. The online ballot is now open and available to shareholders and proxy holders for use throughout the meeting. If you have already submitted your form of proxy or voting instruction form, no further action is required. If you wish to change your vote and are permitted to do so, you may submit a new vote online at any time during the voting period. The first item of business is receiving the 2025 audited financial statements of DIRTT and the auditor's report thereof, which were published at the end of February 26, which I now place before the meeting. A copy of the financial statements was provided to shareholders on or around March 27th, 2026. I will now consider the financial statements tabled for review.
Shareholders are not required to approve the financial statements, so I will not be asking for a motion of approval. However, management and representatives of PricewaterhouseCoopers LLP are available today to answer any questions concerning the financial statements and the auditor's report. The next item of business is the election of the directors of DIRTT. As disclosed in the management information circular and proxy statement, each director will be elected individually and not as a slate. Eight individuals are to be elected, each to hold office until the next meeting of shareholders or until such person's successor is duly elected or appointed. The director nominees are Douglas Edwards, Jeremy Gold, Holly Hess Groos, Shally Pannikode, Scott Robinson, Scott Ryan, Adrian Zarate, and Benjamin Urban. Point it.
Mr. Chair, my name is Fareeha Khan, I so move.
Thank you, Fareeha. Is there a second?
Mr. Chair, my name is Krunal Nan, I second the motion.
Thank you, Krunal. Is there any discussion on this motion?
Mr. Chair, we have no questions at this time.
There are no further discussions, we will now proceed to vote on this motion by way of ballot. If you have not already completed your ballots, I ask that you please complete them and provide your completed ballots to the scrutineers. If you are voting online, please complete your ballot now. In order to use our time efficiently, we'll now proceed to the next item of business. The next item of business is the appointment of DIRTT's independent registered public accounting firm.
May I please have a motion to appoint PricewaterhouseCoopers LLP as the company's independent registered public accounting firm to hold office until the close of the next annual meeting, at such remuneration as may be determined by the board?
Mr. Chair, I so move.
Thank you, Krunal. Is there a second?
Mr. Chair, I second the motion.
Thank you, Fareeha. Is there any discussion on this motion?
Mr. Chair, we have no questions at this time.
As there are no further discussion, we will now proceed to vote on this motion by way of ballot. If you have not already completed your ballots, I ask that you please complete them and provide your completed ballots to the scrutineers. If you're voting online, please complete your ballot now.
The next item of business is the approval of executive compensation resolution, the full text of which is set on page 15 of the management information circular and proxy statement, as more fully described in the management information circular and proxy statement. May I please have a motion to approve the executive compensation resolution, as set out on page 15 of the management information circular and proxy statement and to dispense with the reading of the resolution?
Mr. Chair, I so move.
Thank you, Fareeha. Is there a second?
Mr. Chair, I second the motion.
Thank you, Krunal. Is there any discussion on this motion?
Mr. Chair, we have no questions at this time.
As there is no further discussion, we will now proceed to vote on this motion by way of ballot. If you have not already completed your ballots, I ask that you please complete them and provide your completed ballots to the scrutineers. If you are voting online, please complete your ballot now. I will now pause for a minute to allow shareholders to vote before the polls close and for our scrutineers to collect ballots. We now turn to the advisory vote on the frequency of say on pay vote by shareholders. This is a non-binding vote to determine whether shareholders prefer that we hold say on pay votes every year, every two years, or every three years. The Board recommends holding this vote to provide timely feedback on executive compensation. May I please have a motion to approve a two-year frequency for future non-binding advisory votes on the company's named executive officer compensation?
Mr. Chair, I so move.
Thank you, Fareeha. Is there a second?
Mr. Chair, I second the motion.
Thank you, Krunal. Is there any discussion of this motion?
Mr. Chair, we have no questions at this time.
As there is no further discussion, we will now proceed to vote on this motion by way of ballot. If you have not already completed your ballots, I ask that you please complete them and provide your completed ballots to the scrutineers. If you're voting online, please complete your ballot now. Thank you to everyone who has participated in the business of today's meeting. The polls are now closed, and I'm advised by the scrutineers that all proposed motions have carried. The final voting results will be available on the company's website and on SEDAR+ and EDGAR later today. That now concludes the business of DIRTT's 2026 Annual General Meeting of Shareholders. We would like to open this next part of the meeting up for any questions.
Mr. Chair, we have no questions at this time.
As there appears to be no further questions, may I have a motion to terminate this meeting?
Mr. Chair, I move that the meeting be terminated.
Thank you, Fareeha. Is there a second?
Mr. Chair, I second the motion.
Thank you, Krunal. I declare this meeting is concluded.
Please conclude the meeting. You may now disconnect.