Ladies and gentlemen, welcome to the Annual General Meeting of Tidewater Renewables Ltd. Please note the meeting will be recorded. I would like to introduce Jeremy Baines, Chair of the Board of Directors and CEO of the company. Mr. Baines, the floor is yours.
Good afternoon and welcome to the 2025 annual general meeting of the shareholders of Tidewater Renewables Ltd. My name is Jeremy Baines, and as Chair of the Board of Directors and CEO of Tidewater, it is my privilege to act as the Chair of this meeting. I welcome our registered shareholders, proxy holders, and all guests that are joining this meeting through our virtual meeting platforms. Welcome to the meeting, and thank you for your interest in Tidewater. I would now like to introduce the other directors of Tidewater here with us today: Tom Dea, Jeffrey Hamilton, and Todd Moser. I would also like to introduce the other principal member of our executive committee here with us today, Ian Quartly, CFO. In terms of our agenda today, I will deal first with the formal business of the meeting as described in the circular. A question period will then follow.
As this meeting is being held virtually via live webcast, I would like to set out a few rules for the orderly conduct of the meeting. Only registered shareholders and proxy holders who have properly logged in with their control numbers will be able to vote on the motions being brought forth. Questions in respect of a motion can be submitted by any registered shareholder or proxy holder using the Ask a Question button on the left side of the virtual interface. Questions will be forwarded to me shortly after they are submitted but will only be addressed if they relate to the procedural matters or to the motions before the meeting. Questions which do not relate to the procedural matters or to the motions before the meeting will be addressed during the question period at the end of the meeting.
Questions which were already answered or that are redundant or repetitive will not be addressed. All matters will be conducted by electronic ballot. The polls have been opened by our scrutineers, and registered shareholders and proxy holders who have not already voted or who wish to change their votes are able to do so on each business item until polls are closed following the presentation of the formal business. If we encounter any technical difficulties with webcast, please remain logged on, and we will resume as soon as possible. The meeting will now come to order. I will ask Collin Intrater to act as Secretary and the representatives of TSX Trust Company to act as scrutineers.
To ensure that this meeting covers all the business for which it was convened within a reasonable amount of time, we have arranged for certain Tidewater representatives who are also shareholders to move and second certain motions. This procedure is not an attempt to discourage participation but merely a way to expedite proceedings. As mentioned, the polls are now opened, and at this time, all registered shareholders and proxy holders who have properly logged in with their control numbers and wish to vote on all motions being brought forth at this meeting, please click the voting button on the left side of the screen. Please register your votes by selecting the For or Withhold Against button next to each item to be voted on.
If a registered shareholder or proxy holder has already voted on all matters, there is no need to vote again unless you wish to change your vote on a matter. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered. The scrutineer will compile a report regarding the voting results once all votes have been conducted and the polls are closed. I have received confirmation from TSX Trust Company that all materials in respect of the meeting were delivered to shareholders in compliance with applicable securities requirements. I direct that the confirmation, together with copies of the documents delivered to the shareholders, be filed within minutes. I have been advised by the scrutineers that there is a quorum present at this meeting. Accordingly, I declare that this meeting is regularly called and properly constituted for the transaction of business.
I direct that the scrutineer's report be filed within minutes. The first item of business is to table the audited financial statements of Tidewater Renewables for the year ended December 31, 2024, and the report of the auditors thereon. A copy of these materials has been mailed to each registered shareholder who elected to receive such. Any questions related to the financial statements can be raised during the question period. The next item of business is to fix the number of directors of the company to be elected at four. May I have a motion?
Mr. Chair, my name is Kayla Duhaime, and I am a representative of Tidewater and a shareholder. I move that the number of directors of the company to be elected to be fixed at four.
Mr. Chair, my name is David Lin, and I am a representative of Tidewater and a shareholder. I second the motion.
Thank you. Any discussion? As there is no further discussion, I will ask registered shareholders and proxy holders who have not already done so to cast their votes through the online portal. The next item of business is the election of the company's directors. As noted in the circular, the board has adopted an advance notice bylaw, which provides a procedure to be followed for the nomination of directors at shareholders' meetings. There were no other nominations received within the requirements of the advance notice bylaw. Therefore, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the circular as directed by the board. I will now receive the Tidewater's director nominees.
I nominate the following individuals as directors: Jeremy Baines, Thomas Dea, Jeffrey Hamilton, and Todd Moser.
May I have a motion to elect Tidewater's director nominees as directors of the company?
Mr. Chair, I move that Tidewater's director nominees be elected directors of the company until the next annual meeting of shareholders or until their successors are elected or appointed.
Mr. Chair, I second the motion.
Thank you. Any discussion? As there is no further discussion, if you haven't already done so, please cast your vote through the online portal. In accordance with the company's majority voting policy, we will conduct the election on an individual basis for each director. The next item of business is the appointment of the company's auditors. May I have a motion?
Mr. Chair, I move that Deloitte LLP be appointed auditors of the company until the next annual meeting of shareholders or until their successors are appointed and that the directors of the company be authorized to fix their remuneration as such.
Mr. Chair, I second the motion.
Thank you. Any discussion? As there is no further discussion, if you haven't already done so, please cast your vote through the online portal. The final item of business is the approval on an advisory non-binding basis—sorry. The final item of business is the approval on an advisory non-binding basis of the company's approach to executive compensation. May I please have a motion?
Mr. Chair, I move that the related resolution as set out in the circular be approved.
Mr. Chair, I second the motion.
Thank you. Any discussion? As there is no further discussion, if you have not already done so, please cast your vote through the online portal. We will provide registered shareholders and proxy holders a few more moments to complete the electronic ballots before we close the polls. Scrutineers, please close the polls. I would ask that the scrutineer now compile the report regarding the voting results. I have been advised by the scrutineers that greater than a majority of the votes cast at this meeting have been voted in favor of the resolutions. Accordingly, I declare all motions carried. I direct that the results of the poll be included with the minutes, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR+.
As there is no further business to come before the meeting, I declare the formal part of this meeting concluded. I will now conduct the question period. Before we begin, please note that matters discussed during this question period may include forward-looking statements under applicable securities laws with respect to Tidewater Renewables Ltd. Such statements are based on factors and assumptions that management believes are reasonable at the time they were made and information currently available. Forward-looking statements that may be expressed or implied are subject to risk and uncertainties, which can cause actual results to differ from expectations. Further, some information may refer to non-GAAP measures. To learn more about these forward-looking statements and non-GAAP measures, please see Tidewater's financial reports and other public disclosures, which are available at www.tidewaterrenewables.com and on SEDAR+.