Hello, welcome to the Annual General and Special Meeting of Shareholders of DIRTT Environmental Solutions Ltd.. 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 corporation 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. 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 Mr. Scott Robinson. Mr. Robinson, the floor is yours.
Thank you. Good morning, everyone. Welcome to DIRTT's 2025 Annual General and Special Meeting of the Shareholders. My name is Scott Robinson, and I'm Chair of the Board of DIRTT and will be chairing the shareholder meeting today. This year's meeting is being held virtually. Registered shareholders and proxy holders will have the opportunity to vote and ask questions in accordance with the procedures set out in the proxy statement. After some brief introductory comments, I will 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, Aron English, Shally Pannikode, Scott Ryan, Benjamin Urban, DIRTT's CEO. Next, I would also like to introduce you to the members of DIRTT's executive leadership team in attendance.
In addition to Benjamin Urban, our CEO, we have Fareeha Khan, Chief Financial Officer and Corporate Secretary, and Richard Hunter, President and Chief Operating Officer. I would also like to thank our executive team for all the time and effort they put into DIRTT and our team members. Thank you. Representatives of PricewaterhouseCoopers LLP are also in attendance and have been given the opportunity to make a statement if they so desire. They're also available to respond to appropriate questions. I would like to offer a special welcome and acknowledgement to Holly Hess Groos, who joined the board of DIRTT this past fall. Holly brings deep expertise as a senior financial executive with over three decades of leadership across the telecommunications and media sectors, including an impressive tenure at Verizon, where she served as CFO for all major business units and led the internal operational excellence organization.
Although she's only recently joined our board, Holly's thoughtful leadership, strategic insight, and deep understanding of complex operational and financial environments have already added tremendous value to our discussions. We are thrilled to have her at the table and look forward to her continued contributions. I will now call the 2025 Annual General and Special Meeting to order. Access to the meeting materials, including the notice of meeting, management information circular and proxy statement, and form of proxy, was made available to shareholders on or about May 28th, 2025. The declaration of mailing is available for inspection by any shareholder upon request. A copy of the declaration will be made 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 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 proposal will be addressed at the meeting. All other questions may 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 the 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. However, 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 2024 audited financial statements of DIRTT and the auditor's report thereof, which were published at the end of February 2025 and which I now place before the meeting. A copy of the financial statements was provided to shareholders on or around May 28th, 2025.
I will now consider the financial statements labeled, tabled for review. Shareholders are not required to approve the financial statements, so I will not be asking for a motion to approve. 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. Seven 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, Aron English, Holly Hess Groos, Shally Pannikode, Scott Robinson, Scott Ryan, and Benjamin Urban.
May I have a motion to elect each of the directors as named to hold office until the close of the next annual meeting or until their successors are duly elected or appointed?
Mr. Chair, my name is Fareeha Khan, and I so move.
Thank you, Fareeha. Is there a second?
Mr. Chair, my name is Melinda Enlow, and I second the motion.
Thank you, Melinda. Is there any discussion on this motion?
Mr. Chair, we have no questions at this time.
Thank you. As there are no further discussions, we will now proceed to vote on the 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. In order to use our time efficiently, we will 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, Melinda. 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.
Thank you. 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 you to 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 the Amended and Restated Long Term Incentive Plan resolution, the full text of which is set out on page 30 of the management information circular and proxy statement. Sorry. As more fully described in the management information circular and proxy statement.
May I please have a motion to approve the A&R LTIP resolution as set out on page 30 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, Melinda. Is there any discussion on this motion?
Mr. Chair, we have no questions at this time.
As there are no further discussion, we'll now proceed to vote on this motion by way of ballot. If you have not already completed your ballots, I ask you to please complete them and provide your completed ballots to the scrutineers. If you are voting online, please complete your ballot now. The next item of business is the say-on-pay vote. May I please have a motion to approve the say-on-pay resolution as set out on page 31 of the management information circular and proxy statement, and to dispense with the reading of the resolution?
Mr. Chair, I so move.
Thank you, Melinda. Is there a second?
Mr. Chair, I, Chantal Farrell, second the motion.
Thank you, Chantal. Are there any discussions for this motion?
Mr. Chair, we have no questions.
Thank you. 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. 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 annually to provide timely feedback on executive compensation. May I please have a motion to vote a one-year frequency for future non-binding advisory votes on the company's named executive officer compensation?
Mr. Chair, I so move.
Thank you, Chantal. Is there a second?
Mr. Chair, I second the motion.
Thank you, Melinda. Is there any discussion of this motion?
Mr. Chair, we have no questions at this time.
Thank you, Melinda. As 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. The final item of business is approval of the A&R ESPP resolution, the full text of which is set out on page 37 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 A&R ESPP resolution as set forth on page 37 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, Melinda. Is there any discussion of this motion?
Mr. Chair, we have no questions at this time.
Thanks. 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'll now pause for one minute, shareholders, to vote before the polls close and our scrutineers to collect ballots. 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 2025 annual general and special meeting of shareholders. We would like to open the next part of the meeting for any questions.
Mr. Chair, we have no questions at this time.
Thanks, Melinda. 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, Melinda. I declare this meeting is concluded. Thank you, everybody, for your work on this process and this year.
This concludes the meeting. You may now disconnect