[Foreign language] . Before we begin, I will ask our General Counsel and Corporate Secretary, Anna Dea, to say a few words on our cautionary notice regarding forward-looking information. Anna?
On behalf of those speaking today, I would like to point out that some statements may include forward-looking information. A detailed cautionary note regarding forward-looking information appears on screen and in our Q1 2025 public disclosure material available on our website. We refer you to it. Please note that forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that may cause them not to occur. I now turn the meeting over to our Chair.
Thank you, Anna. Merci Anna. [Foreign language] .
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The Board fully endorses the strategic plan laid out in May 2024, being led by Éric Provost and his leadership team, and believes in their ability to execute on it. Indeed, our customers are at the heart of our path forward, and good progress has been made over the last year in delivering on our priorities. As a part of the Board's ongoing commitment to renew and enhance our overall effectiveness, we are pleased to welcome three new independent directors to the Bank in February of 2024: Professor Joanne Brunet, Mr. Jamie Hubbs, and Mr. Paul Stinis. [Foreign language] .
Their collective expertise in general, and more particularly in areas such as innovation, information technology, and cybersecurity, banking and regulatory risk management, as well as corporate leadership, have broadened the skill sets and the depth of our Board. [Foreign language] . Last year, the Board also approved the creation of a new Information Technology Committee, which is an important addition to our corporate governance structure. Advancing technology is one of the cornerstones of the Bank's future, and this committee will help ensure that the Bank's technology assets are kept current, have a robust resilience and recovery capabilities, and will ensure that cybersecurity needs of the Bank are met.
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An even stronger and larger Laurentian Bank that brings value to you.
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I think, Mr. Provost, I would like you to take the floor. Over to you, please. Thank you.
[Foreign language] , Mike.
Thank you, Mike. Good morning, and thank you for attending Laurentian Bank's annual meeting of shareholders. I'm proud to be with you here today because for nearly 180 years, the Laurentian Bank has remained steadfast in its commitment to customers and communities in which we operate. Throughout our rich history, we've been here to help individuals and families prosper, and we've also contributed to the development of businesses, which has always been a source of great pride for us. Over the years, the Bank has gone through periods of change, and each time we demonstrated our resilience, even when macroeconomic conditions were challenging. We began 2024 with a mandate to better understand the past in order to effectively shape our future. We have made significant progress in understanding our strengths and the areas where we need to improve.
With a renewed management team, we embarked on a review of our product range and processes and results that have informed the implementation of our strategic plan entitled The Way Forward, launched at our Investor Day last May. Our sustained efforts throughout the year led to some notable achievements, not the least of which was in personal services, customer services. We were able to improve our handling of priority customers and have an action plan to enhance the customer experience. These elements have already had a positive effect on customer satisfaction, and we will be pursuing these efforts over the coming months. To simplify our banking, we have streamlined our operations and divested certain activities from our capital markets division. These transactions now enable us to focus on activities where we have recognized expertise in order to ensure greater profitability.
Another significant change was the merger of the LBC Capital and Northpoint Commercial Finance brands under a single banner. We're seeing promising growth indicators in our specialized sectors and are concluding new partnerships. We have more than 300 new dealers added to our portfolio and inventory financing, bringing us to 6,300 dealers in North America who are served. At the same time, we had to invest in technology to enable us to increase our resilience and solidify the foundations required to significantly enhance our digital capacities and customer experiences. Rest assured that these investments will continue in 2025. We still have some work to do, but we know exactly where we want to go and where we want to be in the execution of our strategic plan.
2024 was a year for implementing our strategic plan, and 2025 will be a year focused on executing our priorities, which are success priorities for the long term. We anticipate progressive improvements, and we are in line to reach our goals. We will continue to increase our presence and focus our efforts in specializing areas to deliver value to both our customers and our shareholders. One word or a few on the geopolitical and macroeconomic situation. We know that the past few months have been very turbulent, and I want to assure you that the Laurentian Bank's capital and liquidity positions are solid. We continue our prudent approach when it comes to risk management, and we trust our capacity to manage under these circumstances. In conclusion, I would like to thank our employees for this last year.
Our high overall engagement rate of 78% demonstrates your motivation and interest in supporting our customers. Your resilience, commitment, and dedication are essential to the smooth running of our organization. Thank you as well, dear customers, for undertaking and standing by us. Your support and loyalty mean a great deal to us. To our shareholders, thank you for your confidence in the Laurentian Bank of Canada. The successful execution of our strategy will lead to a more profitable institution. I would like to thank the management team for spearheading our efforts to chart the way forward. Today and together, we are paving the way to a stronger future. To members of our Board of Directors, as usual, thank you for your advice and your continued support.
For the next coming year, I am committed to ensuring that at the Laurentian Bank, the interests of our customers and shareholders continue to be at the heart of everything that we do. Thank you. Have a great day. I'd like to turn the floor over to Michael Boychuk.
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Welcome to our AGM 2025 special meeting.
I received satisfactory proof that the notice calling this meeting was duly publicized and sent to all shareholders of the bank. [Foreign language]j .
Please, I'm sorry, I'm going to do this in English here because my script is done in that manner.
Representing approximately 36% of the issued outstanding common shares. Accordingly, there is a quorum present, and I declare the meeting duly and properly constituted for the transaction of business. Registered shareholders and proxy holders who have not already voted may vote their shares at this time. With the consent of the meeting, Ms. Martine Gauthier of Computershare Trust Company of Canada will act as scrutineer, and Ms. Anna Dea, General Counsel and Corporate Secretary of the Bank, will act as sec
retary today. Seeing no objections, any objections to ComputerShare? I do not see any. Financial statements and auditor's report.
Our first item is the presentation of the Bank's annual consolidated financial statements for the year ended October 31, 2024, and their accompanying auditor's report. Unless there is an objection, I will dispense with the reading of the auditor's report. Are there any questions or comments regarding this resolution? None?
There are no questions or comments. Next, we will appoint the auditor of the bank. On the recommendation of the board and its audit committee, I would like to recommend that Ernst & Young be appointed external auditor of the bank and to authorize the board of directors to fix the auditor's compensation.
Can I get a motion for the appointment of Ernst & Young as the bank's external auditors, please? Hello, my name is Yannick Gagné. I'm a shareholder. I move that Ernst & Young be appointed external auditors of the bank until the next annual general meeting of shareholders or until a successor is appointed and that the board determines and approves their compensation. Thank you. Does someone second this motion? Hello, my name is Janessa Clark and I'm a shareholder and I support this motion. Thank you, Janessa. Are there any questions or comments?
There are no questions or comments.
Thank you, Anna. Merci. Veuillez maintenant voter.
Can you please vote now if that has not yet been done?
The next item of business is the election of the directors. The number of directors to be elected at this meeting is 12 in accordance with the bank's bylaws and the recommendation of the board and its governance and compliance committee. All nominees are listed in the bank's management proxy circular and displayed on your screen for ease of reference.
Can I receive a motion, please, for the election of directors? My name is Yannick Gagné. I'm a shareholder. I move that each of the 12 nominees be elected to the position of director and hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed. Thank you, Yannick. Do we have someone who seconds this motion?
My name is Janessa Clark. I'm a shareholder and I second this motion.
Thank you, Janessa. There are no questions or comments. Merci. Thank you. Please vote now if you have not already done so.
The next item is the vote on the non-binding advisory resolution concerning the bank's approach to executive compensation. The wording of this resolution is set out in the management proxy circular.
May I have a motion to adopt the advisory resolution on the bank's approach to executive compensation?
My name is Yannick Gagné. I'm a shareholder and I move that the advisory resolution concerning the bank's approach to executive compensation, the text of which was reproduced in the management proxy circular, be adopted. Thank you, Mr. Gagné. Do we have someone to second this motion? My name is Janessa Clark. I'm a shareholder and I support. I second this motion. Thank you, Ms. Clark.
Are there any questions or comments regarding this resolution?
There are no questions or comments.
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Thank you. Please now vote if that has not yet been done.
The next item on the agenda is the vote on the amendments to bylaw 12 with respect to the director aggregate annual remuneration. The wording of this resolution is set out more specifically in the management proxy circular.
Can I receive a motion to adopt the resolution confirming the amendment of the bank's general bylaws? My name is Yannick Gagné. I'm a shareholder. I move that the resolution confirming the amendment to the bank's general bylaws, the text of which is reproduced in the management proxy circular, be adopted. Thank you, Mr. Gagné. Do we have someone who seconds this motion? My name is Janessa Clark. I'm a shareholder and I second this motion. Thank you. Are there any questions or comments regarding this resolution?
There are no questions or comments.
Thank you, Anna. The next item is the resolution, sorry, is the shareholders' proposals. Monsieur Deschamps will provide additional details. Monsieur Deschamps.
We got seven proposals from the motions and supporting statements, as well as the bank's responses are included in the appendix to the management proxy circular. Following discussions with MEDAC representatives, MEDAC has agreed to not submit to vote four of these proposals. Only three of them have been submitted to a shareholder vote. I will ask Ms. Chipot to take the floor with regards to the MEDAC proposals. Yes, good morning and thank you for having me. As you said, I represent MEDAC, Mouvement de l'Éducation Défense des Actionnaires. We have proposed different resolutions. Three will go to a vote and I will just explain. Just very quickly, the reasons why we are not moving to the vote for the four other motions or proposals, I'll explain that. The first one was with regards to fighting against forced labor and child labor in loan and investment portfolios.
The conversation was had with the bank and commonly we determined that the Laurentian Bank, through its activities, was more in a Canadian and American market and therefore the motion could be withdrawn. For the second motion, we were talking about advanced generative AI systems and code of conduct. You know that many banks need to face new AI technologies and we are attempting to promote a code of conduct. To the bank, it was proposed that they voluntarily follow the code of conduct, meaning responsible use of generative AI systems. We had a conversation. The bank heard our concerns and a request was made to put forward some information specifically with regards to policies on acceptable use of data. That is what the bank has put in place and we can only invite the bank to put more information around the framework for data used.
The motion was withdrawn. Advisory note on environmental policies. Number four, I proposed to the bank that they annually put in place a vote for the goals, but also their action plan with regards to the environment. This was a proposal that existed before. We called it, say, on climate already. A conversation happened. The bank confirmed its commitment over the next few years to put in place other less limiting means than the annual vote, but we can only invite the bank to do more. With regards to now public disclosure of non-confidential information in line with compensation and tax havens, this was proposal five. A conversation was had. We invited the bank to attempt to put in place best standards and to be inspired by what is happening elsewhere, specifically in Europe.
The bank confirmed that that did not, that the bank was not subject to corporate thresholds and did not have to do this disclosure. We can only invite constant efforts done by the bank to be able to work on tax havens and such. Those are the non-voting motions. Now for the ones that we would like to submit to you here today. The first one from the MEDAC is all of the work done with regards to language proficiency disclosures. You can see in the circular the information. It is called employee language proficiency disclosure. It was proposed that language proficiency by employees be disclosed by sharing the information by jurisdiction for all territories, country, state, province, etc., where the bank works. The idea is that upon hiring, candidate competencies are evaluated to see if they satisfy the job's requirements that they are applying for.
There is data on the linguistic language proficiencies as well. As you know, MEDAC defends French. A survey came out recently saying that Quebecers want companies to do better in the province to ensure this language proficiency reality. We discussed with the bank, and despite some commitments, we consider that we will maintain this proposal and push you to put in place a better policy and to put forward and communicate information on languages spoken by employees so that we ensure that the collective effort continues around protecting French. Would you like us to move to the vote one at a time or shall I finish the presentation? I think you should continue and we will vote generally afterwards. Good. My last two proposals then, as I said, these two are subject to a vote. The second proposal is the reasonable assurance of ESG reports.
It is proposed that the board commit to submit over the next three years an ESG report with reasonable certification and not just limited because it's better to have a certification. We believe that reasonable certification every three years will ensure and guarantee and reassure all stakeholders. These preoccupations, ESG preoccupations or concerns are international and a framework will be put into place. The superintendent was also going in this direction. We invite the bank to be proactive rather than reactive and as of today, put in place better quality reports and maybe the adoption of reasonable certification with the goal to reassure all around ESG. That is for that second proposal. The last proposal now, which will also be subject to a vote, is number six in your circular. This one is called social dividend and better value distribution.
It is proposed that the board undertake a thought process around the creation of a social contribution, which would be a percentage of their results to support ESG reports and specifically the environment and inequalities. Over and above the ESG reports and disclosure of information, we consider that the bank could do more in its involvement in the community and by maybe imagining a percentage of profits generated that would go directly into a fund to support causes that we would all socially benefit from. I invite you to vote on that and push the bank to further its commitment to communities. Thank you, Ms. Chipot. Thank you very much.
Now, if you have not already done so, as voting will close shortly. The voting period is now closed. [Foreign language] .
The voting period is now closed. While our scrutineers count and confirm your votes, we open the meeting to any further questions from shareholders and authorized proxies. For those present in the room, only those who received a yellow card when they registered are authorized to speak.
If you wish to ask a question, please come to the microphone or if participating virtually, select the messaging icon on your screen. Si vous souhaitez poser une question.
You may ask your question in French or English if you prefer, and you can go to the microphone. If you are participating online, please select the message icon on your screen.
You may ask your questions in French or in English as you prefer. Please provide your name and indicate whether you are a shareholder or a proxy holder before asking your question. I will either respond to your questions directly or have them answered by another member of our leadership team. Questions received via webcast will be read in the language used to submit them. Bonjour.
Oh, hi. My name's Ryan. I'm a shareholder, well, beneficial share. I hold shares through TD. Thank you. I just had a question. Obviously, Canadian housing prices are really high. The market is really bad. If there was a drastic reduction in housing prices and a large increase in mortgage failures, I know you, I've read the circular and everything, but I just wanted to reassure myself how much would that affect the bank and what would happen in that case of a large-scale housing meltdown?
No one better to answer that question than our CEO.
Yeah, it's a great question, Ryan. Thank you for that. We have a solid and diversified portfolio of business. As it relates to residential mortgages, this book of business is also well diversified through the country. Most importantly to know is that Laurentian Bank has the most insured residential portfolio out of all the big banks in Canada. 60% of our residential mortgage portfolio is insured. The balance that is uninsured is at about a loan-to-value of 49%. You can see that we do have room to face macroeconomic situations that could put pressure on housing prices. Also, we're very confident in our underwriting and risk team approach towards how we originate those housing mortgages in the country. We feel well positioned. Thank you.
Next question.
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Bonjour. Yes, hello. El Vanetto. According to some analysts, the book value of the Laurentian Bank is around 49, 50% of its book value. It's trading at that. Do you think it's possible for you to decrease or decrease the spread? You know, most banks in Canada here trade, you know, big banks, I'm talking about, at 120, 125% of their book value and sometimes higher. You are at 50% of your book value. Do you think there's a difference or a possibility of decreasing that spread? If so, what are the methods and the ways that you could go about? What would you do to decrease that spread? Okay, the question is a good one. The short answer is yes. That's big work that we are currently doing at the bank, but I'm going to turn the floor over to Éric or Yvan, and they can take the question.
Yes, Mr. Benetto, thank you for your question. It is a very pertinent question. Indeed, the book value of the bank is a little bit above $57. That means that we are under the 50% in terms of share value currently. The STRAT plan that we launched last year aims to address that situation and ensure that our institution be more profitable for our shareholders and create or reduce that spread with regards to our book value. Create value for shareholders. What do we expect to do? We have already begun. Over the past year, we worked hard to simplify the organization because we were an organization that tried to copy the big bank model.
At our size, we really quickly realized that that is not how we were going to be able to create value for our shareholders and crystallize that value versus our book value. As you know, we have moved away from some activities. We sold our savings, brokerage, and other brokerages because we were putting money into resources without pulling out any confirmed advantage for our shareholders. We have worked on specialized niches, including commercial funding, where we know that we can create additional returns for our shareholders. It is the beginning of a strategic plan launched a year ago. We still have a lot of work to do, but by creating the necessary efficiencies and by putting money into the right resources, we believe fully that we can prove to the market that we will increase the profitability.
After that, that profitability will be reflected in the price. Okay, thank you very much. I have a second question, if I may. What are the sectors of activity? I mean, we talked about real estate, but the bank's capital remains in how many commercial sectors? You know, without dominating the sector, where do you think that you will remain comfortable? Basically, what's the percentage of your asset allocated by sector of activity? Is there a sector of activity that is bigger, more important than others for you, that is more considerable than others? I'm just wondering about risk distribution and if there's a sector that is a little bit more important than others. The number of sectors where you work. I would refer you back to the STRAT plan. Our last year's Investor's Day.
To answer your question, in terms of assets, and I'm rounding it up or down here, it's approximately at 48% proportioned towards loans in the commercial sector, and 52% is in individual loans, mainly residential mortgages. That is what makes up most of our loans to individuals. In terms of commercial funding, we have two niches. One of them is commercial real estate across Canada, and the other one is in equipment and inventory funding across North America. The STRAT plan aims to bring us up to the 55% mark, maybe a little bit even higher in terms of commercial loans. We are aiming to change the mix of the bank so that we specialize a little bit more in commercial because that is where we can create value.
We are specialized, we can compete, and we're not competitive on price, but rather on the services that we offer. It is a specialization effort in our STRAT plan. That is the work that will happen over the next few years. Okay, I've got a third question with your permission, please. In your undertaking, as you seek to find new clients, what's your strength? Or if you have a weakness compared to the competition, what would that be? In other words, why would somebody go to the Laurentian Bank as opposed to going to TD or National or Royal B or RBC? Do you have a network of people who bring you customers? Or, you know, do you have specific penetration in the sector, which means that you are better off than other banks? Okay, another excellent question, Mr. Benetto. I would say that it's our teams.
Our people make that difference because indeed, the fact that we are specialized in very specific niches means that those undertaking transactions, so our internal teams, right, they're the ones providing that value. They understand client needs, and not just at the beginning, but within our groups as well. In terms of transaction underwriting, transaction approval, portfolio management in our specific niches. Essentially, our people have the expertise necessary so that we can stand out compared to the competition. We have shown that over the past few years quite considerably, where we were very successful in standing out in niche markets, and we will continue this work. Okay, a fifth question once again. Sorry about that. Real estate, if I understand correctly, if it's not insured, then the mortgage value is approximately 49%-50% of the market value of a building.
What I'm concerned about is the commercial side of things and what's going on right now. Are you seeing any concerns relative to your portfolio with regards to what's happening in commercial real estate right now? I'm not talking about leasing, I'm talking about other types of commerce that could eventually be subject to negative commercial impact. This is a good question. Our real estate currently is mainly made up of projects that focus on housing. We are focused on building properties, multi-residential properties, some condos, that sort of thing. The portfolio is such that there is always a demand for those products. I'm sorry, real estate, I understand. I'm asking about commercial. That's the sector that I would like you to speak about. I mean, without talking about residential. I'm reassured in residential, given the ratios that you shared. I'm talking about commercial.
The commercial that we finance are building projects. Our specialization in commercial building, what we do is we're funding developers who are building residential buildings, multi-residential condo buildings and such. When we talk about commercial, yes, they are commercial activities, but they are in housing for the most part. The properties that we are funding commercially have a loan to value. Sorry, I'm stuck on loan to value here in French. It's a loan to value ratio that is at 53% for what we have on our books. Commercial funding, financing, you know, we only have 3% of commercial buildings in all of our portfolios at the bank in the commercial portfolio. That 3% is mainly distributed in around properties that are in the suburbs, either with a drugstore or a clinic as sort of the hub, the main lessie.
We are comfortable with that portfolio as well. Okay, another question, Mr. Vanetto, this is the last one because we want to know if there are other questions and at the same time we need to continue the meeting. Yes, no, because I am talking about accessibility here. The depositor's accessibility. You closed a lot of branches here and there. As time goes on, do you expect to open branches? In other words, how are you going to manage accessibility to the bank? Are there ways of doing that sort of in a less costly manner? We have Wickets, we have 57 branches across Quebec, and we are comfortable with our network. I think that it serves our customer base very well currently. Thank you, Mr. Vanetto. Yes. I had a question in line with performance again around environmental issues and transition risk.
We know that with deregulation, financial institutions will be more and more confronted with insurance risk and, you know, sectors like real estate could be majorly challenged. When I look at the governance structure around risk, so the board and different committees, I see that the emphasis is put more on compliance and risk management. I'm curious, why is there not a specific ESG committee? Why would you not sort of within decision-making place specialists and analysts who are familiar with transition risk and people who are familiar with extreme events? I need to assure you that we are taking this very, very seriously, but we can't start to have, you know, we currently have four committees at the bank that are very important committees, and all of the ESG issues that you've just mentioned, that's under the risk committee.
We spend a lot of time on those issues during our meetings. I ask you to be rest assured. Thank you very much. Any other questions to ask? Any other questions? Not seeing any from the floor. I'm not seeing any questions on the monitor. I imagine there aren't any. No other questions. The votes have been counted and the preliminary report of the scrutineers has been delivered to the bank. La résolution pour la nomination et la rémunération de l'auditeur. The resolution concerning the appointment and remuneration of the auditor, the non-binding advisory resolution concerning the approval of the bank's approach to executive compensation, and the resolution concerning the approval of the amendment to bylaw 12, all of these things have been duly adopted.
The motions for the appointment of the auditor and auditor's remuneration, the approval of the non-binding advisory resolution concerning the bank's approach to executive officers' compensation, and the approval for the amendments to bylaw 12 have been duly adopted. Les personnes suivantes. The following people have been elected as directors of the bank. Sonia Baxendale, Andrea Bolger, Joanne Brunet, Laurent Desmarais, Suzanne Guin, Jamie Hubbs, David Moat, Robert Wallette, Paul Stinis, Nicholas Zelenchuk, Éric Provost, and myself, Michael Boychuk. Les propositions d'actionnaires. Shareholder proposals were adopted because they received the majority of the votes cast at this meeting.
The shareholders' proposals, as mentioned, were adopted as they did receive the majority votes cast at the meeting. Termination of the meeting, folks. Mesdames et messieurs, merci d'avoir participé. Ladies and gentlemen, thank you for attending this meeting here today. This concludes the official agenda for the meeting.
May I ask for a motion to terminate this meeting? My name is Yannick Gagné, I'm a shareholder, and I move to close the meeting. Thank you, Mr. Gagné. Does anyone have a—can somebody second this motion? My name is Janessa Clark, I'm a shareholder, and I second this motion. Thank you. Thank you for your attendance today. La réunion est terminée. It is the end of the meeting. Thank you very much for your attendance, and we will see you next year. Have a great day.