Hello, and welcome to the special meeting of holders of common shares, Series E preferred shares, and Series C preferred shares of ECN Capital Corp. Please note that today's meeting is being recorded. During the meeting, you can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Jacqueline Weber. Ms. Weber, the floor is yours.
Good morning. My name is Jacqueline Weber, and I'm the Chief Financial Officer of ECN Capital Corp. I would like to provide caution that to the extent we make forward-looking statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions and are subject to risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. I would direct you to the detailed discussion of assumptions and risk factors set out in our Management Information Circular dated December 17, 2025. I will now turn the meeting over to our chairman, William Lovatt.
Thank you, Jackie. Good morning, ladies and gentlemen, and welcome to the special meeting of holders of common shares, Series E preferred shares, and Series C preferred shares of ECN Capital Corporation. Throughout today's meeting, I will refer to these security holders collectively as the shareholders. My name is Bill Lovatt, and I am Chairman of the Board and Chair of the Special Committee of the Board. We have members of our board of directors and management in attendance virtually today. We look forward to proceeding through the business of today's meeting. With your consent, I will serve as chair of today's meeting. We are holding today's meeting in a virtually only format, which is accessible to all registered shareholders and duly appointed proxy holders and allows them to participate, vote, and submit questions regardless of physical location.
Our goal is to replicate as best as we can the experience you would have if you were at the meeting in person. The individuals who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from various locations. I will also pause at certain points during the meeting to provide an opportunity to vote or to respond to questions on the presented motions. I will now call the meeting to order. I will preside as chair of the meeting. I will ask Jacqueline Weber, our Chief Financial Officer, to act as secretary of the meeting. First, we will call the meeting to order and go through the procedural matters. We have 2 matters of formal business to conduct today.
First, holders of the corporation's common shares and Series E preferred shares, voting together as a single class, will be asked to consider, and if deemed advisable, pass a special resolution to approve the proposed statutory plan of arrangement involving the corporation and Sinatra CA Acquisition Corporation, hereinafter referred to as the Purchaser, on the terms more fully described in the corporation's Management Information Circular dated December 17, 2025. Second, the holders of the corporation's Series C preferred shares will be asked to consider and, if deemed advisable, pass a special resolution to approve the statutory plan of arrangement involving the corporation and the Purchaser on the terms more fully described in the circular. We expect that the vast majority of all votes will have been cast in advance of the meeting by proxy.
That said, registered shareholders and duly appointed proxy holders who have been issued control numbers are able to vote online at the meeting in accordance with the instructions to be provided. Given the virtual format of the meeting, and in order for us to expediently undertake discussion on any matter proposed for a vote, we would encourage shareholders who have specific questions on a formal item of business to submit such questions now, clearly identifying the applicable item of formal business as well as your name and contact information. Registered shareholders and duly appointed proxy holders with a control number can submit questions during the meeting by clicking on the Q&A icon, typing in and submitting their questions. Relevant questions will be addressed prior to voting on the applicable motion. Questions that are similar in nature or repetitive will be grouped together and addressed as a single response.
If we are unable to answer your question during the meeting, or if your question is not specifically related to the motion being voted upon, a member of our team will follow up with you after the meeting as appropriate. Any questions pertinent to the formal business of the meeting that cannot be answered due to time constraints will be posted online and answered after the meeting and will remain available for one week after posting. I hereby appoint Melissa Phillips of Computershare Investor Services to act as the scrutineer for the meeting.
I confirm that the notice of meeting, together with a form of proxy and Management Information Circular and related materials, have been properly sent to each director of the corporation, the auditors of the corporation, shareholders of record as of December 16, 2025, the record date of the meeting, and the holders of the outstanding Options, RSUs, PSUs, DSUs of the corporation, all in accordance with the interim order of the Ontario Superior Court of Justice, dated December 16, 2025. I direct that the confirmation of mailing of the notice of the meeting received by Computershare be annexed to the minutes of the meeting as a schedule. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with a preliminary report on shareholder attendance of the meeting.
The scrutineer reports that there are present at this meeting, in person, virtually or represented by proxy, 48 common shareholders holding 203,806,929 common shares. 1 Series E preferred shareholder holding 27,450,000 Series E preferred shares. 20 Series C preferred shareholders holding 1,711,106 Series C preferred shares. This represents more than 72% of the outstanding common shares, 100% of the outstanding Series E preferred shares, and 46% of the corporation's outstanding Series C preferred shares. We thank our shareholders for the strong show of support today. I declare that the scrutineer's complete report on attendance be annexed to the minutes of the meeting as a schedule.
Based on the scrutineer's preliminary report of proxies and ballots received, the resolution of common and Series E preferred shareholders has received more than 78% of votes in favor, and the resolution of Series C preferred shareholders has received more than 99% of votes in favor. Accordingly, we will move through the motions and the special resolutions and any relevant questions quickly. As a reminder, a quorum of shareholders is achieved if at least 2 persons entitled to vote at the meeting are virtually present or represented by proxy, irrespective of the number of common shares they hold. Quorum of Series C preferred shareholders is achieved if at least 10% of the Series C preferred shareholders entitled to vote at the meeting are virtually present or represented by proxy.
I declare that the requisite quorum of shareholders is present. I declare the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by Computershare and the scrutineer's complete report on attendance be annexed to the minutes of the meeting as a schedule. The first item of business for this meeting is for the common shareholders and the Series E preferred shareholders voting together as a single class to consider, and if deemed advisable, to pass a special resolution to approve the proposed statutory plan of arrangement involving the corporation and the purchaser, a copy of which is set out as Appendix B to the circular.
Pursuant to the special resolution, common shareholders and Series E preferred shareholders are asked to approve a proposed plan of arrangement under the Business Corporations Act (Ontario), pursuant to which the purchaser will acquire all of the issued and outstanding common shares for a price of CAD 3.10 in cash per common share. All of the issued and outstanding Series E preferred shares for a price of CAD 3.10 in cash per Series E preferred share, plus accrued and unpaid dividends thereon. Subject to the approval of the Series C preferred shareholder resolution by the Series C preferred shareholders, all of the issued and outstanding Series C preferred shares for a price of CAD 26 in cash per Series C common shares, plus all accrued and unpaid dividends thereon.
In order to become effective, the special resolution must be approved by at least 66 and two-thirds of the votes cast by the common shareholders and the Series E preferred shareholders virtually present or represented by proxy at the meeting, voting together as a single class. Secondly, a simple majority of the votes cast by the common shareholders virtually present or represented by proxy at the meeting, excluding the common shares owned and/or controlled by Steven Hudson, Champion Homes, Inc., and any other shareholders required to be excluded under the Multilateral Instrument 61-101. For all the reasons stated in the circular, the board of directors, after receiving legal and financial advice, including the fairness opinion of CIBC World Markets Inc.
The unanimous recommendation of the special committee of independent directors of the corporation, unanimously, with conflicted directors abstaining, recommends that the common shareholders and the Series E preferred shareholders vote for this special resolution. In accordance with the interim order, each registered common shareholder and/or Series E preferred shareholder, as of the close of business on the record date being December 16th, 2025, is entitled to vote on the special resolution. Unless there are any objections, I will dispense with the reading of the special resolution. May I have a motion on the special resolution?
My name is Jacqueline Weber, and I so move.
Thank you, Jackie. May I have the motion seconded?
My name is Katherine Moradiellos, and I second the motion.
Thank you, Kathy. Before I call for a vote on the motion, have any questions relating specifically to this item been received? As a reminder, registered shareholders and duly appointed proxy holders who have logged in using their control number may submit questions by clicking on the Q&A icon, typing in and submitting their question.
Mr. Chairman, I confirm we have not received any questions from shareholders specifically on this item.
Thank you. Please note that even if the special resolution is approved by common shareholders and Series E preferred shareholders at this meeting, in order to become effective, the arrangement remains subject to the final approval of the Ontario Superior Court of Justice (Commercial List) at a hearing scheduled for January 22nd, 2026, as well as the satisfaction or waiver of other closing conditions provided under the arrangement agreement. We will conduct the vote on this matter before us by online ballot. Previously noted, registered common shareholders and Series E preferred shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options. If you have previously submitted a completed proxy, you will have voted in respect to the special resolution, It is not necessary to vote again on this ballot.
The poll relating to the specific motion will close in 30 seconds. I confirm the polls are now closed. Based on the preliminary voting results provided to me by the scrutineer, I'm pleased to confirm that this special resolution has been passed with the requisite majorities of the votes cast by common shareholders and Series E preferred shareholders virtually present and represented by proxy at this meeting. A final report disclosing the number of votes cast in favor of or against the special resolution will be reported as part of the report of voting results to be filed on SEDAR+ and disclosed in a press release promptly following the meeting. I direct a copy of the scrutineer's final report on voting be annexed to the minutes of the meeting as a schedule.
The second item of business for this meeting is for the Series C preferred shareholders to consider and, if deemed advisable, to pass a special resolution to approve the proposed statutory plan of arrangement involving the corporation and the purchaser, a copy of which is set out as Appendix C to the circular. For all the reasons stated in the circular, the Board of Directors, after receiving legal and financial advice, including the fairness opinion of CIBC World Markets Inc., and the unanimous recommendation of a special committee of independent directors of the corporation unanimously, with conflicted directors abstaining, recommend that the Series C preferred shareholders vote for this special resolution. In accordance with the interim order, each registered Series C preferred shareholder, as of the close of business of the record date, being December 16th, 2025, is entitled to vote on this resolution.
Unless there are any objections, I will dispense with the reading of the special resolution. May I have a motion on the special resolution?
My name is Jacqueline Weber, and I so move.
Thank you, Jackie. May I have the motion seconded?
My name is Katherine Moradiellos, and I second the motion.
Thank you, Kathy. Before I call for a vote on the motion, have any questions relating specifically to this item been received?
Mr. Chairman, I confirm we have not received any questions from shareholders specifically on this item.
Thank you, Michael. I will conduct the vote on the matter before us by online ballot. Previously noted, registered Series C preferred shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options. If you have previously submitted a completed proxy, you will have voted in respect of this special resolution, and it is not necessary to vote against again on the ballot. The polling related to this specific motion will close in 30 seconds. I confirm the polls are now closed. Based on the preliminary voting results provided to me by the scrutineer, I am pleased to confirm that this special resolution has been passed with the requisite majorities of the votes cast by Series C preferred shareholders virtually present or represented by proxy and entitled to vote at this meeting.
A final report disclosing the number of votes cast in favor or against the special resolution will be reported as part of this report on voting results to be filed on SEDAR+ and disclosed in a press release promptly following the meeting. I direct a copy of the scrutineer's final report on voting be annexed to the minutes of the meeting as a schedule. That concludes the formal business brought before the meeting. Our voting re-results on all matters presented at the meeting will be available on SEDAR+. There being no further business to properly come before this meeting, I wish to thank you for attending and now declare this meeting to be terminated.
This concludes the meeting. You may now disconnect.