High Liner Foods Incorporated (TSX:HLF)
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May 1, 2026, 4:00 PM EST
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AGM 2023

May 16, 2023

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

Good morning, everyone. I am Tim Rorabeck, Executive Vice President, Corporate Affairs and General Counsel of High Liner Foods Incorporated. Welcome to our Annual General Meeting for shareholders, and thank you for joining us today. Before our chair calls the meeting to order, I would like to welcome back our guests participating online and in person from our office in Lunenburg, Nova Scotia. Similar to previous years, our Annual General Meeting is being broadcast live over the internet, allowing those with internet access to view and listen to the meeting online and allowing shareholders with a 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 hear the webcast and ask questions.

For those unable to join us this morning, the recorded proceedings will be available on the internet at 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 to you here this morning. Please take a moment to review these statements displayed on the slide. The company reports its consolidated financial information in US dollars, and the results 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 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 U.S. dollars. The company also 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 important to understand current results in the future income potential of the company. Thank you for your attention. I would now like to call upon our Chair, Robert Pace, to open the meeting.

Robert Pace
Chair of the Board, High Liner Foods

Good morning, ladies and gentlemen. I'm Robert Pace, Chairman of the Board of Directors. Welcome to the 2023 Annual General Meeting of High Liner Foods Incorporated. Every year, we look forward to meeting with our shareholders. We extend a warm welcome to those who are joining us in person from our Lunenburg office and online. Our virtual platform is accessible online to shareholders regardless of physical location and allows every registered shareholder the ability to participate, submit questions, and vote. It is also accessible through the North American toll-free conference call number at 1-888-403-6520 for shareholders to also listen to and ask questions. At High Liner Foods, we've been on a journey of significant turnaround and transformation.

This process began five years ago last month when the board appointed Rod Hepponstall as the Chief Executive Officer and shortly thereafter endorsed a bold turnaround plan for the business. As the company worked to reduce debt, strengthen the balance sheet, and return High Liner Foods to a position of profitability, the board made the difficult decision to cut the dividend to inject capital back into the business and help ensure the success of the turnaround initiatives. Five years later, I stand before you, and I'm here to say thank you. Thank you for your patience and support as the board and management have worked on your behalf and for the benefit of all stakeholders to reposition High Liner Foods for long-term and sustainable value creation. Our business is much stronger today as a result, and your patience has been rewarded.

Over the last four years, we delivered a total shareholder return of 17.6%. We increased annual Adjusted EBITDA by 66% or $41 million. Over the last fiscal year, we delivered our fourth year of consecutive Adjusted EBITDA growth, which included seven quarters of Adjusted EBITDA growth. We delivered record sales and gross profit. This gave us the confidence to increase our dividend by 30%, bringing the total increase to the dividend to 46% over the past four years. We've also advanced our environmental, social, and governance goals as part of our overall commitment to remain strong, responsible, long-term stewards of your investment. ESG principles and processes are becoming deeply ingrained in all aspects of our organization. From clear accountability and oversight within our board committees to guiding business practices from operations to procurement.

We are driving continuous improvement in all respects, and last year continued to incorporate sustainability practices into our supply chain and strengthen policies and related metrics to support continued waste reduction and to promote the diversity of our workforce. We have a strong track record and deep legacy of sustainability. However, the need to reduce our collective environmental footprint is becoming increasingly important. Accordingly, we are accelerating the pace of our change within our organization and have committed to a 30 by 30 goal, which means that we are driving to reduce Scope 1 and Scope 2 greenhouse gas emissions by 30% versus the 2021 baseline. While we are confident in achieving this goal, we do not expect our progress to be linear given the research and analysis needed to identify and implement emission reductions.

We've also committed to reduce food loss and waste intensity in our operations by 50% by 2030 versus the 2018 baseline. These goals align with our overall efforts to continue to drive efficiencies across the organization and we are proud of the significant gains we've made in this regard. Year-over-year, management is operating the business more effectively, and it is illustrated in the continued strong performance despite enormous pressure and challenge within the macroeconomic environment. Looking ahead, we remain focused on creating value for all stakeholders and shareholders over the long term. As you will hear from Rod, given the fast pace of change in the world today, management is focused on driving continued gains to the top and bottom line of the business while considering how best to position High Liner Foods for the future.

At the same time, the board remains committed to the ongoing return of capital to our shareholders. We are committed to continue to grow the dividend while investing in our business and our future. Moving now to today's meeting. I will act as chairman of the meeting. With me today is Rod Hepponstall, our President and CEO, Paul Jewer, Executive Vice President and CFO, and Tim Rorabeck, Executive Vice President, Corporate Affairs, and General Counsel. I would also like to acknowledge that the other members of the company's board of directors are also joining today's Annual General Meeting remotely. I'll begin today's meeting by outlining how voting and questions will be addressed utilizing this virtual platform. Many of our shareholders have cast their votes electronically in advance of the meeting. Voting today will only be done online through a poll via the virtual platform.

Only registered holders who held shares in their name as of March 21st, 2023, 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 into the webcast, which link can be found on our website at www.highlinerfoods.com using their 13-digit control number. When we are ready to present the first item of business for voting, you will see voting options appear on your screen. If you have voted in advance of the meeting, you do not need to do anything further. If you are a shareholder participating on the toll-free conference call line, I would 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. 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 general in nature. 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. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions for Rod after he has given his annual address to shareholders. Questions with common themes may be grouped together.

Tim Rorabeck, 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'll make every effort to respond to your relevant questions during question and answer period today. We will address any 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 Tim Rorabeck, Executive Vice President, Corporate Affairs, and General Counsel, to act as Secretary of the meeting. TSX Trust Company, represented by Liz Anne Thomas and Nawal Zaman, will act as scrutineers. The scrutineer's report has now been received.

It shows that there are present by proxy 225 common shareholders holding 64.5% 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 it. 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 Management Information Circular dated March 21st, 2023, which accompanied the notice of meeting. I will take the notice of meeting as read. First item of business is the consideration of the minutes of the Annual General Meeting of shareholders held May 11th, 2022. The minutes, of course, are available for inspection by emailing investor@highlinerfoods.com.

in order to expedite the business of the meeting, we will dispense with reading them and take them as read and adopt. 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. Again, if you have already voted your proxy, there is no need to vote again as your vote will already be registered. Once discussion on all items of business has concluded, I will give you 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.

We will run through each of the items on the agenda in turn, responding to questions on that 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 2023 Management Information Circular accompanying the notice of this meeting, it is proposed that 11 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 have taken the liberty of asking certain shareholders to make the motions for the election of directors and other motions today. If you have questions relating to these motions, please enter the question using the messaging icon at the middle of the top of your screen.

Could I please have a nomination for the election of directors?

Speaker 5

My name is Peggy Falkenhagen Bouthillier, and I am a shareholder of High Liner Foods. Mr. Chair, I nominate the following people as directors of the company to hold office until the 2024 Annual General Meeting or until their respective successors are elected or appointed. Scott Brison, Joan Chow, Robert Dexter, Andrew Hennigar, David J. Hennigar, Rod W. Hepponstall, Shelly L. Jamieson, Jolene Mahody, Andy Miller, Robert Pace, Frank van Schaayk.

Naomi Jewers
Shareholder, High Liner Foods

Mr. Chair, I am Naomi Jewers, a shareholder of High Liner Foods, and I second the motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you, Peggy. Thank you, Naomi. Tim, are there any questions?

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

No, Robert, there are no questions with respect to this motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you. I declare the nominations closed. Please cast your votes. The second item of business is the appointment of auditors. Ernst & Young LLP, the current auditor of the company, is proposed as auditor of the company to hold office until the next Annual General Meeting of shareholders.

Naomi Jewers
Shareholder, High Liner Foods

My name is Naomi Jewers, and I am a shareholder of High Liner Foods. Mr. Chair, I move that the firm of Ernst & Young LLP will 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.

Speaker 5

Mr. Chair, I am Peggy Falkenhagen Bouthillier, a shareholder of High Liner Foods, and I second the motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you. Tim, are there any questions with respect to this motion?

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

No, Robert, there are no questions with respect to this motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you. I declare the motion closed. Please cast your votes. The third item of business deals with the advisory resolution to accept the company's approach to executive compensation as described in the 2023 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.

Speaker 5

My name is Peggy Falkenhagen Bouthillier, 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 2023 Management Information Circular delivered in advance of this Annual General Meeting of shareholders.

Naomi Jewers
Shareholder, High Liner Foods

Mr. Chair, I am Naomi Jewers, a shareholder of High Liner Foods, and I second the motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you. Tim, were there any questions with respect to this motion?

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

No, Robert, there are no questions with respect to this motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you, Tim. I declare the motion closed. Please cast your votes. For those of you who have not voted in all the resolutions, please do so now, as I will close the polls in one minute. The polls are now closed. The last item of business is the submission of the financial statements of the company. The letter to shareholders of the company, accompanied by the consolidated financial statements of the company for 2022, together with the auditor's report and the management's discussion and analysis, was mailed to shareholders of the company who had requested a copy. These documents are also available for download on our website at www.highlinerfoods.com in the investor center. There is no formal action or resolution required with regards to this item of business. I would like to thank you now for taking the time to participate in the formal business of the meeting.

Having conferred with our scrutineers based on votes cast electronically in advance of the meeting today, I declare the following results. The directors nominated in the 2023 Management Information Circular were appointed by shareholders. Scott Brison, Joan K. Chow, Robert Dexter, Andrew J. Hennigar, David J. Hennigar, Rod W. Hepponstall, Shelly L. Jamieson, Jolene Mahody, Andy Miller, Robert Pace, Frank van Schaayk are duly elected directors of the company until the 2024 Annual General Meeting or until their respective successors are elected or appointed. Ladies and gentlemen, your board of directors. Second, the appointment of Ernst & Young LLP as auditors with the remuneration fixed by directors was approved. Finally, the shareholders have voted to accept the approach to executive compensation disclosed in the 2023 Management Information Circular delivered in advance of the 2023 Annual 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. Tim, are there any additional questions or other items of business to bring before this meeting?

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

No, Robert, there are no further questions or items of business to bring before the meeting.

Robert Pace
Chair of the Board, High Liner Foods

Thank you. 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.

Naomi Jewers
Shareholder, High Liner Foods

My name is Naomi Jewers, and I am shareholder of High Liner Foods. Mr. Chair, I move that we conclude the formal part of the 2023 Annual General Meeting of shareholders.

Speaker 5

Mr. Chair, I am Peggy Falkenhagen Bouthillier, a shareholder of High Liner Foods, and I second the motion.

Robert Pace
Chair of the Board, High Liner Foods

Thank you, Naomi and Peggy. I declare the formal business of the meeting closed. Now, I would like to share a video that will provide a perspective on how we are thinking about the future and opportunity for High Liner Foods and all its stakeholders. After the video, you will hear from our President and CEO, Rod Hepponstall, who will deliver this year's annual address to shareholders, followed by a question and answer period before closing the meeting. Over to you, Rod.

Speaker 6

[Presentation]

Rod Hepponstall
President and CEO, High Liner Foods

Hello, everyone. It's a pleasure to be here with you today. I echo Robert's earlier remarks that we have come a long way in five years, and as you heard in the video, we are preparing to go much further. We are changing the way we see food. We are looking at our business, our industry, and our category with a fresh perspective. Over the past 60 years, protein consumption across North America has exploded, and while seafood consumption has grown as part of this trend, it has not done so at nearly the same rate as other proteins. There is enormous potential to inspire more seafood consumption, and that is why we are organizing our business around a purpose to reimagine seafood to nourish life. As we reimagine the potential for seafood, we are hoping our customers and consumers do the same.

We are doing so by providing the data they need to see the opportunity in the market and to inform internal decisions. We are doing so by providing innovative new ways to use seafood at home and on the menu, and by providing practical solutions that make seafood a source of back-of-the-house efficiencies and a means to simplify and inspire menus. These are just some of the highlights of the strategies that led to the tremendous performance, which coupled with ongoing business improvements, efficiencies, investment in inventory, and appropriate action on pricing in an inflationary environment, allowed us to drive strong financial results for fiscal 2022. As you heard from Robert, we generated a $13.4 million year-over-year increase in Adjusted EBITDA. Sales volume was higher by 17.2 million pounds or 7.4%.

Gross profit increased by $31.4 million or 15.8% to $229.9 million compared to $198.5 million, while gross profit as a percentage of sales decreased to 21.5% compared to 22.7%. Our performance can also be attributed to the dedication of our people and the strength of our diversified global supply chain. Firstly, with respect to our team, I would like to publicly thank each High Liner Foods employee for their ongoing commitment and dedication. Our people are our greatest asset and the high-performance culture we continue to nurture across the organization is the ultimate driver of our continued success.

At every level of the organization, from our production facilities in Newport News, Portsmouth, and Lunenburg to our various corporate locations and hybrid work environments, we are united in our commitment to continuous improvement, high performance, and a strong sense of shared purpose of reimagining seafood to nourish life. Secondly, our supply chain once again stood up to enormous pressure and served as a source of significant strategic advantage in a supply-constrained environment. As global supply chain delays and port congestion impacted the availability and reliability of consumer goods, including food, we worked collaboratively and creatively to ensure a steady supply of seafood across North America. I am proud to report that even in a supply-constrained environment, our procurement and purchasing process remain fully aligned with our commitment to responsible and sustainable harvesting practices.

We are determined to continue to work collaboratively with others in our industry to drive the adoption of best practices as we work diligently to reduce our own environmental footprint. Looking ahead, as you saw in the brief video, we are approaching our future with an open mind and fresh perspective. Our new corporate branding reflects the fundamental shift in our business over the past five years and our fresh perspective on how our industry and the opportunities ahead. The refreshed branding is an external signal of our intention to inspire, reimagine, and grow our category to create value for all stakeholders in the process. We are fortunate to have multiple paths to value creation, the primary being the ongoing improvements in performance at the top and bottom line of our business.

As we execute against our North American branded value-added leadership strategy, we will expand where we lead today and seek to grow our market share in underdeveloped, high-potential channels and species. We are confident that we will generate another year of year-over-year Adjusted EBITDA gains and drive organic growth on the top line. As supply chain pressures ease, we expect that we will be able to return inventory levels to normal levels and significantly improve inventory and appropriate action on pricing in inflationary environment, working capital. Once we do so, we'll be in a strong position to deliver significant Free Cash Flow from operations during the fiscal year. We intend to direct excess cash flow to multiple paths to long-term value creation for our shareholders, including growing the dividend, per Robert's earlier remarks, while also investing in our business and exploring potential future transformational initiatives.

We are strategizing on the best way to grow the category and expand the upside for our business using data-driven strategies. We are casting a wide net and considering opportunities related to future procurement, consumption, and marketing of seafood. There are also no assurances that a potential transformative initiative will emerge from this process, and we will only proceed if the value creation potential is superior to the status quo. We believe that we have a lot to offer as a potential partner or acquirer and are well-positioned to be patient to find the right fit for us. As we work to create value for all shareholders, we will proceed with a strong sense of financial discipline and will direct the appropriate time and resources to the strategic considerations that will shape High Liner Foods for the future generations.

Lastly, I would like to echo Robert's words to thank our shareholders for your ongoing support. I am proud of the progress we have made and that we are well-positioned today to continue to navigate the macroeconomic headwinds and chart our own course for the future. I am confident we will continue to reward shareholders with the stability of strong earnings, strong and stable dividends supported by upside from our proven organic growth strategy. Thank you for your ongoing support and confidence in our business. 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 using the virtual online platform. I will pause for a moment to allow questions to come through. Tim, are there any questions?

Tim Rorabeck
EVP of Corporate Affairs, and General Counsel, High Liner Foods

No, Rod. There are no questions that have been submitted.

Rod Hepponstall
President and CEO, High Liner Foods

Thank you, Tim. Before concluding today's meeting, I would like to remind listeners that our Q1 2023 conference call will be held tomorrow, Wednesday, May 17th, 2023 at 10:00 A.M. Eastern. If you are interested in joining this call, you can find more information on our website at www.highlinerfoods.com. Please stay safe and well. Thank you, and enjoy the rest of your day.

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