Finning International Inc. (TSX:FTT)
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May 1, 2026, 4:00 PM EST
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AGM 2023

May 9, 2023

Harold Kvisle
Board Chair, Finning International

Good afternoon, everyone, welcome to the Finning International 2023 annual meeting. My name is Harold Kvisle, I'm the Board Chair, I would like to call this meeting to order. Joining me at the head table today are Kevin Parkes, our President and CEO, and Jane Murdoch, our General Counsel and Chief Human Resources Officer. This year we are pleased to be holding our annual meeting in person and in a manner that ensures the health and safety of the participants and attendees. I will begin with some introductory matters and outline the order of business of this meeting. In a minute, I will introduce our board members. After I make those introductions, we will move on to the formal part of the meeting when we will discuss and vote on the proposed resolutions included in the management proxy circular for today's meeting.

In accordance with the provisions of the Canada Business Corporations Act, we will vote on the appointment of the auditors by show of hands and for resolutions to approve the election of directors and the advisory vote on executive compensation, we will vote by ballot. In order to expedite our meeting formalities, either I, Jane Murdoch, or Kevin Parkes will move and second the required motions in our capacities as registered shareholders or as proxy holders for registered shareholders of Finning. Any person who is attending this meeting as a registered shareholder or a duly appointed proxy holder may address the meeting when there is a call to discuss a motion before the meeting. Please raise your hand, and when you are called upon, you may proceed to the microphone located in the middle of the room.

Anyone who's attending this meeting as a guest will not be able to address the meeting. We hope that works. After we have completed voting on the business of the meeting, Kevin will give a presentation, we will then receive the results of the ballots. We will conclude the meeting and continue with a question-and-answer session. If you have any general questions, not specifically related to the matters that are being put to a vote, we ask that you hold your questions until the Q&A session. If there is no objection, I will ask our General Counsel and Chief Human Resources Officer, Jane Murdoch, to act as Secretary of the meeting and Marissa Bientema of Computershare Investor Services to act as scrutineer. Are there any objections to those? Hearing none, Jane, I would now ask you to report on the quorum for this meeting.

Jane Murdoch
General Counsel and Chief Human Resources Officer, Finning International

Mr. Chairman, a quorum is present. According to registrations, there are 96 shareholders present in person or by proxy, representing 77.49% of the common shares outstanding. I'm pleased to report that based on the proxy votes, all matters coming before the meeting have passed, and each of the directors has received sufficient votes in favor to be elected.

Harold Kvisle
Board Chair, Finning International

Thank you. As we have a quorum and have received the affidavit of mailing from our registrar and transfer agent, I declare that this meeting is regularly called and properly constituted for the transaction of business. Now to turn to the business of the meeting. I will now introduce the members of our board of directors who are all standing for re-election this year in addition to myself. Vicki Avril-Groves of Cape Coral, Florida, has been a director since 2016 and is one of our designated Audit Committee financial experts. James Carter of Edmonton, Alberta, has been a director since 2007. Jacynthe Côté of Candiac, Quebec, has been a director since 2014 and is the Chair of our Human Resources Committee.

Nicholas Hartery of Limerick in the Republic of Ireland, has been a director since 2014 and is the Chair of our Governance and Risk Committee. Mary Lou Kelley of South Bend, Indiana, has been a director since 2018. Andrés Kuhlmann of Santiago, Chile, has been a director since 2019. Andrés is the Chair of our Safety, Environment and Social Responsibility Committee. Stuart Levenick of Naples, Florida, has been a director since 2016 and is the Chair of our Audit Committee. Kevin Parkes, our President and CEO, has been a director since 2022. Christopher Patterson of Greensboro, North Carolina, has been a director since 2010. Edward Seraphim of North Vancouver, British Columbia, has been a director since 2019. Manjit Sharma of Toronto, Ontario, has been a director since 2022 and is one of our designated audit committee financial experts.

Nancy Tower of Halifax, Nova Scotia, has been a director since 2022 and is also one of our designated Audit Committee financial experts. Our first item of business today is the presentation of our financial statements. A copy of the 2022 financial report, which includes Finning's financial statements for the year ending December 31st, 2022, as well as the auditor's report, is available via notice and access on our corporate website at finning.com and was mailed to shareholders who requested it. If there is no objection, we will dispense with reading the financial statements and the auditor's report. We'll pause for a moment to allow for any questions. Thank you. I didn't really wanna read the financial statements. Moving on. The next item to be voted on, or the first item to be voted on is the approval of the appointment of our auditor.

Your board is recommending the reappointment of Deloitte LLP as Finning's auditor for the year 2023. Jane, will you please move the motion to approve the appointment of Deloitte LLP as Finning's auditor for fiscal 2023, with their remuneration to be determined by the board of directors?

Jane Murdoch
General Counsel and Chief Human Resources Officer, Finning International

I so move.

Harold Kvisle
Board Chair, Finning International

Thank you, Jane. Kevin, would you second that motion?

Kevin Parkes
President and CEO, Finning International

I second the motion.

Harold Kvisle
Board Chair, Finning International

Thank you, Kevin. We'll pause for a moment to allow for any questions. As there are no questions, I now call for a vote on the motion before the meeting. This motion requires a simple majority to pass, and Jane has mentioned that the proxies also indicate that it will pass. All those shareholders in favor by a show of hands. Contrary, if any. Seeing none, the motion is carried by the requisite majority. As I mentioned earlier, we have 2 matters to be voted on by ballot today. The first of those 2 is the approval of the advisory vote on executive compensation. As part of Finning's commitment to strong corporate governance practices, once again, the board is providing shareholders the opportunity to cast an advisory vote on our approach to executive compensation.

The purpose of this advisory vote is to provide our shareholders with an opportunity to indicate their acceptance of the board's overall approach to executive compensation at Finning, which is described in the management proxy circular for this meeting. The text of the resolution to approve Finning's approach to executive compensation is set out on page 16 of the management proxy circular and is being projected on the screen. Jane, will you please move the motion to approve this resolution?

Jane Murdoch
General Counsel and Chief Human Resources Officer, Finning International

I so move.

Harold Kvisle
Board Chair, Finning International

Thank you, Jane. In my capacity as a registered shareholder or proxyholder for registered shareholder, I second the motion. We'll pause for a moment to allow for any questions on executive compensation. There are no questions, I now call for a vote on the motion before the meeting. Each shareholder or proxyholder entitled to vote on this motion has been given a ballot. If you have already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. This motion requires a simple majority to pass. Thank you. The final matter to be voted on today by ballot is the election of directors. In accordance with Finning's bylaws, the board of directors has set the number of directors at 13. Today, we will elect 13 directors.

In accordance with Finning's advanced notice bylaw, advanced notice must be provided for anyone to be nominated as a director at this meeting. As no advanced notice has been received, the nominees standing for election are the 13 nominees set out in the management proxy circular, who I introduced to you earlier in this meeting and whose names will now be projected on the screen. Each of these nominees is nominated for election to hold office until the next annual general meeting of shareholders or until their successors are appointed. Although I will be asking for one motion to elect each of the nominees, registered shareholders and proxyholders will be able to vote for or vote against each individual director nominee. In accordance with the Canada Business Corporations Act, a director will be elected if they receive at least a majority of eligible votes in favor.

May I have a motion to elect each of the nominees as directors of the corporation?

Jane Murdoch
General Counsel and Chief Human Resources Officer, Finning International

Mr. Chair, I so move.

Harold Kvisle
Board Chair, Finning International

Thank you, Jane. Once again, in my capacity as a registered shareholder or proxyholder for registered shareholder, I second the motion. We'll pause for a moment to allow for any questions. As there are no questions, we will proceed to a ballot vote on the election of each of the 13 director nominees. Each shareholder or proxyholder entitled to vote on this motion has been given a ballot. If you have already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. Thank you. As all items of business have now been voted on, the results will be tabulated by the scrutineer. While we are waiting for the results of the voting, Kevin, could I turn to you and ask you to give your presentation for the meeting?

Kevin Parkes
President and CEO, Finning International

Yeah, sure. Thank you. Good afternoon, everyone. It's my great pleasure to be hosting the 2023 annual meeting from Vancouver. When I started my career at Finning in the parts department more than 2 decades ago, I knew I was joining a great company. I'm now honored to be leading an amazing team of more than 14,000 people as we celebrate our 90th anniversary this year. I cannot say enough about how our people make it a pleasure to come to work every day. We are focused on keeping each other safe and building respectful teams while delivering high-quality service for our customers and meaningful outcomes for our partners and communities. As we have done in prior years, after we have completed the required business of the meeting, we'll have time for questions. To begin, I would like to introduce Finning's corporate officers.

First of all, we've got Greg Palaschuk, Executive Vice President and Chief Financial Officer. Alessandro (Alex) Salvietti , Executive Vice President of our Global Supply Chain. Kieran Holm, Executive Vice President, Global Used Equipment. Jane Murdoch, Executive Vice President, General Counsel and Chief Human Resources Officer. David Primrose, Finning Canada President. Juan Pablo Amar, Finning South America President. Tim Ferwerda, Finning UK and Ireland Managing Director, and Anna Marks, Senior Vice President and Corporate Controller. Many thanks to our Finning leadership team for their commitment and expertise in guiding us through the challenges of today and setting us up to take advantage of the opportunities in the future. Before I begin my formal remarks today, I want to remind everyone that some of the information presented may be forward-looking.

This forward-looking information reflects our current expectations and is subject to change, risks and uncertainties and other factors as discussed in our annual information form and our MD&A. Please treat this information with caution as our actual results may materially differ from our current expectations. Today, I'll touch on our successes in 2022, talk briefly about our Q1 results as announced last night, and I'll share some thoughts on our commitments to safety, our employees and customer experience, as well as how we plan to grow our business sustainably. Starting with our 2022 results. 2022 was a strong year for Finning. We did an excellent job of controlling what we could through the great efforts of our team supporting growth in all regions.

We had many significant strategic wins, including Artemis Gold here in BC, BHP Escondida in South America, and HS2 in the UK and Ireland. Relentless execution of our product support growth strategy led to 24% growth over 2021. Continued focus on our operating efficiency delivered greater earnings capacity and a record EPS of 3.25. We are currently building more resilience into our build business model to ensure we can deliver reliable results through all parts of the economic cycle. We would not have achieved any of these excellent results without the hard work and commitment of our people across the whole of our business. Turning to our most recent financial performance, we released our quarter one 2023 financial results yesterday, our people continued to execute well, improving our operating margins and our return on invested capital.

We also took several actions to simplify our operating model and prioritize our strategy. We are looking forward to our investor day in September, where we'll share more about how we plan to grow sustainably and build even more resilience into our business model. We will do this through simplifying, prioritizing, and empowering our teams, so they can focus on exceptional customer experiences and performance. The two largest contributors of our earnings growth this quarter were expanding our installed equipment base and execution of our product support strategy. Business activity and customer confidence continues to build. We are pleased to see further increase in our equipment backlog, service work in progress, and booked rebuilds. Overall, quarter one was a positive start. We continue to execute and build on this strong momentum.

Above all else, ensuring our peoples go home safe to their families and loved ones every day is our most important responsibility. To that end, we are working with our frontline teams to identify the most serious hazards and tasks in our operations. We all own this, our commitment to eliminate significant incidents is unwavering. I was pleased to see the significant reduction in frequency of significant incidents while encouraging transparent reporting. We are also focused on the mental health and well-being of our people, ensuring a psychologically safe culture where employees can be themselves and realize their full potential. We have advanced the work of our Diversity, Equity and Inclusion Council. We're also proud of our employee resource groups, who build awareness and education about indigenous reconciliation, sustainability, and the benefits of diverse and inclusive teams standing for each other's success. This employee-led approach is extremely powerful.

We're excited about and committed to playing our role in building the future generations for our industry. We have doubled down on our apprenticeship programs in all regions, as well as involved in partnerships in South America and Canada to develop industry-wide training and inclusion initiatives for women. We're expanding this approach to persons with disabilities, underserved communities, and minorities to help them access engineering partnerships. We have made considerable progress in 2022, securing more power from renewable sources, including installing solar panels at many of our branches. Entering into long-term agreements for renewable power. We remain on track to achieve our goal of reducing GHG emissions by 40% by 2027. We are also increasing our efforts to reduce the amount of waste we generate and send to landfill.

Rebuilding and remanufacturing is helping our customers extend the life of their equipment, and we are committed to helping our customers reduce their carbon footprint through data and technology-driven efficiency, lower emissions equipment such as natural gas engines and electrification projects. Work underway at 4Refuel and ComTech is advancing our technologies, partnerships, and advice around how to use low carbon fuels. These powerful capabilities allow us to provide additional service and solutions to our customers, increasing their productivity, reducing operating costs and reducing emissions. I encourage you all to read our sustainability report, which we published last week to learn more about how we're serving our customers and our communities. It can be found on our website underneath the Sustainability tab. Looking ahead, we are seeing positive momentum in our business, led by increasing confidence in capital spending by our customers.

We are encouraged by the healthy order intake and backlog build in 2024, as well as strong demand for parts, service and rebuilds. All of our operations continue to hire technicians and build product support capabilities to capture market growth. As a result, we are optimistic about our continued success for another strong year for Finning. We are also excited and proud of our teams and the work they're doing to support the future of mining, including one of the world's largest autonomous hauling sites at Imperial Oil. We are also partnering with Caterpillar to replace BHP's entire haul truck fleet with electric drive trucks at Escondida, the world's largest copper mine, located in the Antofagasta region of northern Chile. We are involved in a joint venture between Caterpillar and our customers to advance mine site electrification.

In conjunction, we are building electric powered generation capabilities and this business is expanding in all of our regions. In closing, I wanna thank our team, our customers, our shareholders, and our partners for their unwavering support in this past year. Your loyalty and commitment have been key to our success. Now I will turn the meeting back over to Hal to provide the results of our shareholder vote, conclude our formal meeting, and open our question-and-answer period.

Harold Kvisle
Board Chair, Finning International

Thank you, Calvin, we now have the voting results for the advisory vote on executive compensation, as well as the vote for the election of the 13 directors. Jane, could you please provide the voting results?

Jane Murdoch
General Counsel and Chief Human Resources Officer, Finning International

Mr. Chairman, the scrutineer's report for the approval of Finning's approach to executive compensation. In that vote, we have received 97.4% of eligible votes in favor and 2.6% against. All directors were individually elected, with each director receiving at least 95.52% of eligible votes in favor.

Harold Kvisle
Board Chair, Finning International

Thank you, Jane. I declare the resolutions carried by the required simple majority, I confirm that all of the nominees for election as directors of the corporation have received more votes for their election than votes against, and therefore the nominees are declared elected as directors. Now, there being no further business, this concludes the formal portion of our meeting, and I declare this annual meeting concluded. I'm prepared and happy to open the floor for questions from shareholders. Please raise your hand if you have a question, and when you are called upon, proceed to the microphone in the middle of the room. Any questions? Hearing none. As there are no questions, that concludes our question-and-answer session. We appreciate very much all of those directors who are participating via the internet today, as well as those of you who are here in person.

Wish all of our shareholders and their families and loved ones continued health and safety. Thank you for joining us today. Thanks.

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