AGM 2025

May 13, 2025

Good morning, everyone. My name is James Bishop. I am Executive Vice President, General Counsel, and Corporate Secretary of High Liner Foods Incorporated. Welcome to our annual and special general meeting, and thank you for joining us today. Before our chair calls the meeting to order, I would like to remind everyone that similar to previous years, our annual and special general meeting is being broadcast live over the Internet, allowing those with Internet access to view and listen to the meeting online, and allowing registered shareholders with control number to participate online. We are also pleased to be able to offer a toll-free conference call number as a way for those shareholders without Internet access to listen to the webcast and ask questions. For those unable to join us this morning, the recorded proceedings will be available on our corporate website at www.highlinerfoods.com. Before we begin, I need to remind you of our position with respect to any forward-looking statements that may be made during our presentations this morning. Please take a moment to review the full text displayed on the slide. The company reports its consolidated financial information in US dollars and the financial information to be discussed today are stated in US dollars unless otherwise noted. The common shares of High Liner Foods trade on the Toronto Stock Exchange and are quoted in Canadian dollars. Investors are reminded for purposes of calculating financial ratios, including dividend payout and share price to earnings ratios, they should take into consideration that the company's share price and dividend rate are reported in Canadian dollars, while its earnings and financial statements are reported in US dollars. The company reports its financial results in accordance with International Financial Reporting Standards or IFRS, but we also use measures that are not defined under IFRS. Management believes that these non-IFRS measures are useful in assessing the company's financial performance. These measures are fully described and reconciled to IFRS measures in our MD&A. Thank you for your attention. I would now like to call upon our Chair, Robert Pace, to open the meeting. Hello, everyone. Thank you, James, for the introduction. I am Robert Pace, Chair of the Board of Directors. Welcome to the 2025 Annual and Special General Meeting of High Liner Foods Incorporated. It's a pleasure to be with you today on behalf of the board of directors. I am here alongside Paul Jewer, our President and CEO, and Darryl Bergman, our Chief Financial Officer, and the rest of the High Liner Foods executive leadership team. I'd also like to welcome my fellow board members to the meeting this morning. Before calling the meeting to order, I'd like to take the opportunity to revisit the year High Liner Foods has had and share a few of our thoughts for the future. As you know, in 2024, High Liner Foods celebrated its 125th anniversary, an achievement that we are all very proud of. Throughout our history, dating back to 1899, this company has responded and adapted to ever-evolving consumer demand and navigated ongoing environmental, governmental, and economic challenges. Our success has been in our history of resilience and our ability to change course as needed. That, partnered with our dedication to innovation, has led us successfully through the last 125 years, and I'm confident will continue to guide us through the next 125. As a board, we are continuously monitoring the industry and the larger global macroeconomic environment to help provide guidance to senior management in responding, adapting, and navigating current events in today's landscape. 2024 saw its share of global challenges, most of which have been present over the last few years and will continue to be in the foreseeable future. The collaboration and work between the board and High Liner Foods' exceptional management team has proven to be once again effective as the company has faced recent challenges head on and positioned the business for future industry leadership and growth. High Liner Foods has worked to serve customers, deepen relationship with suppliers, and led responsible and sustainable seafood practices across our global supply chain. We managed operations in a highly competitive environment, managed the slowdown in dining, and delivered new value to cost-conscious consumers, all due to the rising costs of living. The results of the work this team has done over the course of last fiscal year shows improved financial results, stronger relationship with key stakeholders, and a strong position in the market to continue navigating headwinds. Our efforts and strategy are working. In 2024 fiscal year, we generated $103 million in adjusted EBITDA, representing an 8.6% increase over 2023. This growth shows steady progress in improving our bottom line performance. Also, in 2024, we returned capital to shareholders through an increased dividend and continued to buy back shares through our normal course issuer bid NCIB, repurchasing approximately 980,000 shares, common shares through the NCIB in 2024, as well as reacquiring and canceling additional 2.4 million shares with the Rubicon legal litigation settlement. We are committed to long-term sustainable value creation while also returning capital to our shareholders as part of our balanced capital allocation strategy. Our board of directors works with the management team on our long-term approach to sustainability across the business. Along with my fellow directors who serve on the board committees, including Corporate Governance Committee and the Audit Committee, we are proud that our commitments to sustainability have this year resulted in 96% of our seafood being responsibly sourced. 100% of raw materials sourced are from audited suppliers, and 100% of our suppliers have signed our Supplier Code of Conduct, which formalizes our zero-tolerance approach to human rights abuses anywhere in High Liner Foods supply chain. We have reduced food waste by 13% since 2022 and continue to work diligently to achieve our goals of reaching 50% food waste reduction and a 30% reduction in greenhouse gas emissions by 2030. We know that seafood is a better choice for people and the planet, and we recognize the importance of sustainable practices in ensuring the long-term health of our planet and the well-being of future generations. In the year ahead, as we continue to navigate an ever-changing and complex global landscape, we will remain focused on factors within our control, including the great people at High Liner Foods, our portfolio and our supply chain to continue offering great choice, value, and solutions to customers and consumers. Before closing, I'd like to extend my appreciation to my fellow members of the board and our shareholders for their continued support and confidence in High Liner Foods. We look forward to a strong 2025 with you. With that, I will now turn to the business of today's meeting, starting with procedural guidelines. Many of our shareholders have cast their votes electronically in advance of the meeting. If you have already cast your vote or submitted your completed proxy form, there is no need for you to vote again unless you wish to change your vote. Voting for today's meeting will take place through the virtual online platform. Only registered shareholders who held shares in their name as of March 24, 2025, the record date of this meeting, or their valid appointed proxy holder, will be eligible to vote or ask questions at this meeting by logging in to the webcast. The link can be found on our website at highlinerfoods.com, where registered shareholders can use their 13-digit control number to access the meeting. When we are ready to present the first item of business for voting, you will see voting options appear on your screen. The polls will open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. Please ensure you scroll down on your screen to be able to see and vote on all resolutions. Once discussion on all items of the business has concluded, I'll give you an additional minute to enter your votes and then declare voting closed on all resolutions. The precise vote counts for each resolution will be made public via a news release when available following the meeting. If you are a shareholder participating on the toll-free conference call line, I like to remind you that you will not be able to vote using this line. Voting can only be done through the virtual online platform. Questions for the meeting will be accepted through the virtual platform and telephone. To submit a question, please click the messaging icon that appears at the top of your screen. If you are participating through the toll-free conference call line, shareholders will be able to ask questions by pressing star one at any time during the meeting. An operator will speak to you and forward your question in written format through the virtual platform. When submitting a question, please identify your name and note if the question relates to a motion being considered as part of the formal business of the meeting, or whether it is in general in nature. We'll address questions directly related to a particular motion at the appropriate time in the meeting and save general questions following Paul's annual address to shareholders. Questions with common themes may be grouped together. James Bishop, our Corporate Secretary, will read questions aloud when requested, and either I or one of the members of the management team with me today will respond. Subject to the rules of conduct and time permitting, we will make every effort to respond to your relevant questions during the question and answer period today. We will address unanswered questions by email in a timely manner following the meeting. I will now call the meeting to order. Notice of this meeting has been duly given, and a copy will be filed with the records of the meeting. I'll ask James Bishop to act as secretary of the meeting. TSX Trust Company, represented by Pat Lee and Lori Brenton, will act as scrutineers. The scrutineers report has now been received. It shows that there are present by proxy 270 common shareholders holding approximately 71% of the common shares of High Liner Foods. A quorum is present, and I declare the meeting to be duly called and properly constituted for the transaction of such business as may properly come before the meeting. To make the best use of our time, certain shareholders of the company have been asked to move and second motions of the meeting as described in the amended and restated management information circular dated March 24, 2025, which accompanied the notice of the meeting. I will take the notice of the meeting as read. The first item of business is the consideration of the minutes of the annual general meeting of shareholders held on May 14, 2024. The minutes, of course, are available for inspection by emailing investors@highlinerfoods.com. In order to expedite the business of this meeting, we will dispense with the reading them and take them as read and adopted. We will run through each of the items on the agenda, in turn responding to questions on the item of business while it is before the meeting. I now declare the polls open on all resolutions. The first item of business is the election of directors. As stated in the 2025 amended and restated management information circular accompanying the notice of this meeting, it is proposed that 12 persons be nominated as directors at this meeting to hold office until the next annual meeting or until their respective successors are elected or appointed. As mentioned, I've taken the liberty of asking certain shareholders to make the motions for the election of directors and other motions today. Could I please have a nomination for the election of directors? My name is Naomi Jewers, and I'm a shareholder of High Liner Foods. Mr. Chair, I nominate the following people as directors of the company to hold office until the 2026 annual general meeting or until their respective successors are elected or appointed. Scott Brison, Joan Chow, Robert Dexter, Andrew Hennigar, David Hennigar, Shelly Jamieson, Paul Jewer, Pamela Kahn, Jolene Mahody, Andy Miller, Robert Pace, and Frank van Schaik. Mr. Chair, I am Peggy Falcon-Hambouclaire, a shareholder of High Liner Foods, and I second the motion. Thank you. James, are there any questions with respect to this motion? No, Robert, there are no questions with respect to this motion. Thank you. I declare the nominations closed. Please cast your votes. The second item of business is the appointment of auditors. It is proposed that PricewaterhouseCoopers LLP will be appointed as auditor of the company to hold office until the next annual general meeting of shareholders and that the board of directors be authorized to fix their remuneration. My name is Peggy Falcon-Hambouclaire, and I am a High Liner shareholder of High Liner Foods. Mr. Chair, I move that the firm of PricewaterhouseCoopers LLP be appointed as auditors of the company until the close of the next annual general meeting, and that the board of directors be authorized to fix their remuneration. Mr. Chair, I'm Naomi Jewers, a shareholder of High Liner Foods, and I second the motion. James, are there any questions with respect to this motion? No, Robert, there are no questions with respect to this motion. Thank you. I declare the motion closed. Please cast your votes. The third item of business is the approval of special resolution in the form set forth in Schedule B of the 2025 amended and restated management information circular to amend the Articles of Association of the company as summarized in the circular. The Board of Directors recommends that shareholders vote for the special resolution approving the amendment to the Articles of Association of the company. I will now ask for a motion. My name is Naomi Jewers, a shareholder of High Liner Foods. I move that the special resolution in the form set forth in Schedule B of the 2025 amended and restated management information circular to amend the articles of association of the company, as summarized in the circular, be approved. Adopt it. Mr. Chair, I am Peggy Falconham-Bouvier, a shareholder of High Liner Foods, and I second the motion. James, were there any questions with respect to this motion? No, Robert, there are no questions with respect to this motion. Thank you. I declare the motion closed. Please cast your votes. The fourth item of business deals with the advisory resolution to accept the company's approach to executive compensation as described in the 2025 amended and restated management information circular. The board of directors recommends that shareholders vote for the resolution approving the advisory resolution. I will now ask for a motion. My name is Peggy Falconham-Bouvier, a shareholder of High Liner Foods. I move that on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the 2025 amended and restated management information circular delivered in advance of this annual and special general meeting of shareholders. Mr. Chair, I am Naomi Jewers, a shareholder of High Liner Foods, and I second the motion. James, are there any questions with respect to this motion? No, Robert, there are no questions with respect to this motion. Thank you. I declare the motion closed. Please cast your votes. For those of you who have not voted on all of the resolutions, please do so now, as I will close the polls in approximately one minute. Polls are closed. The last item of business is the submission of the financial statements of the company. The consolidated financial statements of the company for 2024, together with the auditor's report and the management discussion and analysis, was mailed to shareholders of the company who had requested a copy. These documents, as well as the letters to shareholders, are available for download on our website at highlinerfoods.com in the investor's center. There are no formal action or resolution required with regard to this item of business. I would like now to thank all for taking the time to participate in the formal business of the company. Having conferred with our scrutineers based on votes cast electronically in advance of the meeting, today I declare the following results. The following directors nominated in the circular were appointed by shareholders. Scott Brison, Joan Chow, Robert Dexter, Andy Hennigar, David Hennigar, Shelly Jamieson, Paul Jewer, Pamela Kohn, Jolene Mahody, Andy Miller, Robert Pace, and Frank van Schaik are duly elected directors of the company until the 2026 annual general meeting or until the respective successors are elected or appointed. Ladies and gentlemen, your board of directors. Number two, the appointment of PricewaterhouseCoopers LLP as auditors was approved, and the board of directors are authorized to fix their remuneration. Number three, the resolution to amend the Articles of Association of the company were approved and adopted. Finally, the shareholders have voted to accept the approach to executive compensation disclosed in the circular delivered in advance to the 2025 annual and special general meeting of shareholders. A detailed report on the number of votes cast for and against the resolutions will be published as soon as available. James, are there any additional questions or items of business to bring before this meeting? No, Robert, there are no further questions or items of business to bring before the meeting. Hearing none, that brings us to the close of the official business to be conducted at this meeting. I would ask for a motion to close the formal part of the meeting. My name is Naomi Jewers, and I'm a shareholder of High Liner Foods. Mr. Chair, I move that we conclude the formal part of the 2025 annual and special general meeting of shareholders. Mr. Chair, I am Peggy Falconham-Bouvier, a shareholder of High Liner Foods, and I second the motion. Thank you. I declare the formal business of the meeting closed. We will now be pleased to hear from Paul Jewer, who will deliver this year's annual address to shareholders, followed by a question and answer period before closing the meeting. Paul, please go ahead. Hello, everyone. I'm pleased to be here with you today. I'd like to take a moment to thank Robert and our board of directors for your continued leadership and support of High Liner Foods. Our partnership with the board brings tremendous value to the company. This past fiscal year has been one of growth, commitment to our customers, consumers and stakeholders, and continuously working to change the way we see food. As Robert mentioned, we've just celebrated our 125th anniversary as a company. While our purpose statement, Reimagining Seafood to Nourish Life, is relatively new to us as an organization, it truly captures who the company has been for the last 125 years. Our history reflects our resilience as an organization and our responsiveness, ability, and willingness to change as we see a need to. Another key to our long-standing success has been our people, our team members, and the contributions they make each day to the success of High Liner Foods is unmatched. That success has shown up over the last 125 years, where we put the customer first and focus on the quality of our products. I am fortunate to work alongside a dedicated board of directors, a strong leadership team, and over 1,200 employees globally. We have a deep and rich history and are well-positioned for a strong future as we look to 2025 and beyond. This is a complex time at a macroeconomic level, and we are as committed as ever to working through market headwinds and the consumer behavior shifts resulting from these, as well as the recent and ever-changing tariff environment and the global impacts we may see. Through 2024, we have proven that our business is resilient, that we are able to adapt quickly to market conditions to serve our customers, and protect the long-term interests of our company and stakeholders. Our key areas of strategic focus have helped us navigate the climate through the last year and will continue to in the year ahead. A few of High Liner's critical areas of focus I'd like to call out are our diversified global supply chain. One of our key strengths as an organization is the diversity of our supply chain and our robust production footprint. From an international perspective, our ability to adapt production across multiple countries ensures we can continue delivering a reliable supply of products while optimizing costs. Additionally, our strong North American value-added processing footprint provides further flexibility, enabling us to manage costs while maintaining product quality and consistency. Our diversified supply chain is a crucial element in how we will confidently navigate current evolving tariff conversations and implications. Secondly, our partnerships for the future. Last year, you may remember that in February and in May, we made strategic investments in two aquaculture companies, Norcod and Andfjord. Earlier this year, we announced our intent to continue our commitment in these companies, investing an additional approximately $6 million in Norcod and $10 million in Andfjord. We firmly believe that aquaculture will play an important role in the future of global sustainable seafood supply, and our participation in additional financing rounds for both of these leading companies reflects that belief. These forward-thinking partnerships will help us continue to be leaders in the industry. Thirdly, leveraging data and analytics to better understand consumer needs and wants. In addition to our culinary expertise and commitment to serving customers' evolving needs, data has become integral to our marketing strategies. We are increasingly leveraging insights from both syndicated data and consumer testing to demonstrate the business cases to operators in areas where seafood is underrepresented on the menu, including quick service restaurants. Maintaining our strong and diversified customer base. The diversification of our customer base has been key to stability. For consumers, we have the agility to meet them where they want to shop, expanding from distribution beyond mainstream grocery stores and increase prominence in discount and club channels. With the continuous increase in inflation through 2024, consumers were looking more than ever for value. In response to this, we introduced more lower cost value options in the discount and club channels to help consumers put more seafood on their plates. The strength and stability of our food service business continued to serve us well, especially through large exposure to non-commercial customers, including schools, hospitals, and long-term care. These customers tend to be more resilient to market fluctuations. You also heard Robert mention High Liner is keenly committed to innovation. Innovation is at the forefront of everything we do. Over the last year, we have leveraged product innovation to deliver convenient, sustainable, and diverse seafood options that meet evolving customer and consumer demands. For instance, in food service, we work with operators seeking menu simplification to provide value-added products that bring versatility for one product to be used in multiple ways while providing back-of-house efficiencies. We continue to diversify with other species as we continue to see growth opportunity here, with a focus on growth in shrimp and salmon, but also including Blue cod, a species from New Zealand, and Cape hake, primarily from South Africa and Namibia. As a supplement to our traditional species of cod, haddock, pollock, and tilapia. We are constantly innovating, whether that be in new recipes, products, or forms of value-adding to stay ahead, make it more convenient for customers to put seafood on their plates, and maintain our leadership position in the industry. I look forward to continuing to share more on this in the year ahead. Robert touched on our return to adjusted EBITDA growth. I would like to take a few moments to speak a little bit about the 2024 results specifically, before moving on to discussions around our future. We delivered a solid finish to 2024, navigating wide-ranging macroeconomic headwinds that we were able to adapt to and ultimately mitigate the impact on our business. As a reminder, last year we set out the following goals. One, grow volume in a profitable manner. This was accomplished in the fourth quarter of last year with a 1.3% increase in volume over Q4 2023, and 8.7% increase in adjusted EBITDA compared to the fourth quarter last year. Secondly, grow adjusted EBITDA year-over-year. Our strong performance on the bottom line throughout 2024 led to an 8.6% year-over-year gain. Thirdly, maintain strong free cash flow while normalizing inventory levels. Again, we achieved this and generated a total of $90.6 million in free cash flow from operating activities for the full fiscal year of 2024. Finally, we needed to ensure that our response to highly competitive and promotional market conditions appropriately balanced the short and long-term needs of our customers and consumers. We were pleased to share that this goal was accomplished as well. I attribute our successes in 2024 to strong and consistent execution by our team and the measured and thoughtful approach we took in response to market headwinds. There is great potential in the frozen seafood industry. We are in an industry ripe for growth as the need for healthy, affordable, and sustainable sources of protein remains constant. After 125 years, we know seafood well, and we know how to source expertly. Through 2025, we will continue moving our strategy forward, and we will maintain the agility to adapt to continued market shifts and challenges, including tariffs. We will continue to plan for the future through innovation and forward-looking partnerships, much like Norcod and Andfjord Salmon, that will benefit us greatly in the long term. As we think about additional alternatives for growth, we continue to explore opportunities across the value chain and are actively engaged in the market. I believe that dynamic market conditions and evolving consumer behavior will ultimately surface attractive opportunities, especially for a buyer with the financial strength, flexibility, and patience that we possess. We enter the 2025 fiscal year with full confidence that we will continue to successfully overcome market fluctuations and challenges, that we are set to achieve ongoing profitable growth, and that we will continue to return capital to you, our shareholders. Building on our strong 2024, we are poised to create even more value for our shareholders in the year ahead. This time last year, I was newly in my role as President and CEO at High Liner Foods. As I reflect on this past fiscal year, I feel very proud of what we have achieved together, and I am excited for what's ahead. On behalf of myself and the executive leadership team, I'd like to thank you for your ongoing support of our business. We remain committed to unlocking the potential that we see in the frozen seafood category and flourishing in the industry. With that, I will move now to our question and answer period. At this time, we would now like to open the floor for any general business questions from shareholders. As a reminder, shareholders can submit questions in person, using the virtual online platform or through the toll-free conference call line. I will pause for a moment to allow questions to come through. James, are there any questions? No, Paul. No questions from our shareholders today. Thank you, James. Before concluding today's meeting, I would like to remind listeners that our Q1 2025 conference call will be held tomorrow, Wednesday, May 14, 2025 at 10 A.M. Eastern Time. If you are interested in joining this call, you can find more information on our website at highlinerfoods.com. Please stay safe and well. Thank you and enjoy the rest of your day.