Good afternoon, on behalf of the Mattr board and senior management, welcome to the annual meeting of shareholders of Mattr Corp. My name is Kevin Nugent, I am Chair of the Board of Directors of Mattr. I will be acting as Chair of the meeting today. The company is holding a hybrid annual meeting this year with both in-person attendance and virtual attendance by way of a live webcast. For those shareholders attending virtually, instructions on how to ask questions and the voting procedure will appear on your screens.
Please feel free to submit your questions throughout the presentation. Shareholders participating in person are required to register on arrival at the meeting. To vote, you can sign in with your own personal device or other means of voting can be provided.
If you have already voted by proxy, you will still be able to vote at the meeting, and your vote on the date of the meeting will replace your vote by proxy. Shannon Glover will be monitoring the Lumi platform for any questions and will raise them for discussion, either in connection with the motion to which they relate or, in the case of general questions, will raise them for discussion upon conclusion of the formal part of the meeting.
As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are very experienced at running this type of meeting and will ensure we are fully supported. I would like to welcome all shareholders and guests to the meeting. I am speaking to you today from the Wentworth Room at the Sheraton Centre, Toronto.
Joining me today from the Mattr executive team are Tom Holloway, Senior Vice President, Finance, and CFO, Shannon Glover, Senior Vice President, Legal and Secretary, Meghan MacEachern, Vice President, Investor Relations & External Communications, and Geoff Smith, Group President, Connection Technologies. In order to proceed with the formal items of business of the meeting, I will ask Mr. Holloway and Mr. Smith to propose and second motions as necessary.
Shannon Glover will act as Secretary of the meeting. Arlene Agnew of Odyssey Trust Company will act as Scrutineer. The company has elected to use the notice and access provisions under National Instrument 54-101 for this meeting in respect of the mailing of the meeting materials to registered and beneficial shareholders other than those who have explicitly rejected delivery by electronic means.
The notice and access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials required to be physically mailed to shareholders by allowing a reporting issuer to post its proxy related meeting materials online.
The company received exemptions required under sections 151.1 and 156 of the Canada Business Corporations Act, which enables it to rely on the notice and access system, provided that among other conditions, the information circular is made accessible to shareholders and a notice thereof is distributed in accordance with National Instrument 54-101 and 51-102. Registered shareholders received a notice and access notification and form of proxy, and non-registered shareholders received a notice and access notification and a voting instruction form.
The secretary has confirmed that the meeting notice, financial statements, and proxy materials were made available to shareholders.
We will dispense with the reading of the notice of the meeting. Proof of the mailing of the notice calling the meeting has been duly filed. I would ask the secretary to keep a copy of the notice and the proof of mailing with the records of this meeting. The scrutineer has advised that proxy holders holding 40,658,516 common shares represented by proxy at this meeting.
This represents 66.25% of the 61,375,015 issued and outstanding common shares as of the record date for this meeting. Therefore, I declare the meeting to be regularly called and properly constituted for the transaction of business.
Registered shareholders and proxy holders attending a meeting of shareholders may address the meeting when there is a call to discuss a motion before the meeting. Should you wish to address the chair on any motion, please raise your hand if attending in person, or please type in your question or comment in the message section if attending virtually.
If there's any discussion or question, Shannon Glover will read the question aloud. We will conduct the votes on the matters before us via poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all the agenda items.
Voting polls on the agenda items for today's meeting will be closed together at the end of the meeting. A brief reminder for those attending virtually to submit any questions you may have in relation to a specific motion or a general matter of business through the Lumi platform. All questions submitted will be addressed in the course of the meeting. The poll will now be opened for all resolutions at this time. This annual meeting is called to consider five matters.
The first matter is the minutes of the 2025 annual meeting of shareholders. Mattr Corp. is not under any obligation for shareholders to approve the minutes of annual meetings of shareholders. The board of Mattr Corp. has determined it is best to have Shannon Glover present the minutes of the meeting of shareholders held on May 15th, 2025.
The minutes are there.
Thank you, Shannon. The minutes will be available for re-review by any shareholder at the offices of the company. The next item of business is the presentation of the annual financial statements and the auditor's report. In accordance with the notice and access provisions, the annual financial statements have been made available to shareholders online at the company's website and are also available at SEDAR+.
We shall dispense with the reading of the auditor's report, which is available to all shareholders in the 2025 annual financial statements. Before we proceed with the election of directors, I would like to note that Marvin Riley was originally included as a director nominee for this meeting.
As disclosed in the company's April 30th, 2026 press release and the related amended documentation filed on SEDAR+ and on the company's website, Mr. Riley has advised that he will not be standing for re-election. We wish to thank Mr. Riley for his contributions to the company during his tenure. His experience and perspective were of great benefit to the organization, and we wish him the best in his future endeavors.
Consistent with the April 30th amendment to the company's management information circular filed on SEDAR+ and on the company's website, any votes cast for Marvin Riley's election as a director at the meeting will be disregarded by the scrutineer. I now declare the meeting open for nominations.
Mr. Chair, I nominate Kathleen Hall, Alan Hibben, Kevin Nugent, Mike Reeves, Katherine A. Rethy, and Jane Skoblo as directors of the company to hold office until the next annual meeting of shareholders, until their resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws.
Thank you. As the company's bylaws require advanced notice of additional nominees to the board and no notices were received, I now declare the nominations closed, and Mr. Holloway will propose a motion to elect those nominated.
I move that each of the persons nominated as directors be elected as directors of the company to hold office until the next annual meeting of shareholders, until their resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws.
Mr. Smith will second the motion. I second the motion. Is there any discussion of this motion? There are no questions online. Thank you. As there is no discussion, I will now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi? Okay. The next item of business is the appointment of the auditor for the company, and Mr. Holloway has a motion in this regard.
I move that KPMG LLP be appointed auditor of the company until the next annual meeting, and that the board of directors be authorized to fix remuneration of the auditor.
Mr. Geoff Smith will second the motion. I second the motion. Is there any discussion of this motion?
There is no discussion online.
Thank you. As there is no discussion, I will now Boy, I can't get this one. I will now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi. The next item of business is the advisory vote on the company's approach to executive compensation. Mr. Geoff Smith will now propose a motion.
I move on an advisory basis and not to diminish the role and responsibility of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the company's management proxy circular delivered in advance of the 2026 annual meeting of shareholders.
Mr. Holloway will second the motion.
I second the motion.
Is there any discussion of this motion?
There's no discussion.
Thank you this time. As there is no discussion, I will now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi. If you have not already voted, please complete the electronic ballot on Lumi. We will give you one more minute. I was gonna say, somebody tell me when a minute's up, please. Okay. The polls are now closed. The scrutineers have provided their preliminary report of the results of today's voting.
On the matter of the election of directors, I am advised by the scrutineer that more of the votes cast have been voted in favor of the appointment of each of Kathleen Hall, Alan Hibben, Kevin Nugent, Mike Reeves, Katherine A. Rethy, and Jane Skoblo as directors of the company than have been voted against such appointments.
Therefore, I declare that this motion is carried. On the matter of the appointment of KPMG LLP as auditor of the company, I'm advised by the scrutineer that greater than a majority of the votes cast have been voted for the appointment of KPMG LLP and authorizing the board to fix the auditor's remuneration.
Therefore, I declare that this motion is carried. On the matter of the advisory vote on executive compensation for our named executive officers, I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favor of approving the compensation for the company's named executive officers. Therefore, I declare that this motion is carried. As there is no further business to be brought before this meeting, the formal part of the meeting is terminated.
Are there any questions from those in the boardroom or from those participating via the Lumi platform?
None on the Lumi platform. Don't know if there are any of them in the room.
Any in the room?
No.
I'm advised by Shannon that no further questions have been submitted through the Lumi platform. This concludes today's meeting.