Ladies and gentlemen, my name is Bruce Hodge, and I am the Chairman of the Board of Directors of Premium Brands Holdings Corporation. I will be chairing this meeting. From coast to coast to coast and country to country, I would like to begin by acknowledging the indigenous peoples of all of the lands as we are on today. Here in Richmond, BC, I would like to acknowledge that we are gathered on the traditional territory of the Coast Salish peoples. Welcome to the annual meeting of the shareholders of Premium Brands Holdings Corporation. In order to ensure that this meeting covers all required business in an efficient manner, we have prearranged with Will Kalutycz, our Chief Financial Officer, and Gwun Yee, our Director, Legal, to move and to second, respectively, the motions of business at this meeting.
This procedure is in no way intended to discourage any comments or questions from shareholders who are present today. Please note that questions can only be submitted through the Lumi AGM platform. Please note that only eligible shareholders are entitled to vote, entitled to vote at this meeting. Eligible shareholders are defined as registered shareholders who held their shares in their name as at the close of business on Friday, March 22, 2024, the record date of this meeting, or their validly appointed proxy voters. Please also note that voting is open for any eligible shareholders to vote their shares if they have not already submitted a proxy. We encourage you to vote your shares prior to the start of the meeting, using the instructions found on pages 9 through 11 of the corporation's information circular.
Eligible shareholders who have already voted their shares by proxy do not need to vote their shares at this meeting unless they wish to change their vote previously made by proxy. The meeting will now come to order. Douglas Goss will be acting as Secretary and Counsel for this meeting. Sandy Hunter of the TSX Trust Company will be acting as scrutineer. The Notice and Access notification to shareholders respecting this meeting was mailed to the shareholders of the corporation in accordance with National Instrument 54-101 on April 9, 2024, as evidenced by the confirmation of mailing of TSX Trust Company, the registrar and transfer agent of the corporation. The confirmation of mailing of TSX Trust Company will be annexed to the minutes of this meeting as Appendix One.
As you have all received a copy of the notice calling this meeting, I would request a motion dispensing with the reading of the notice.
Will?
I move that the reading of the notice of this meeting be dispensed with.
I second the motion.
Are there any objections to this motion? As no objections have been raised, I declare the motion carried, and with proof of service of notice calling this meeting duly tabled, I direct a copy of this notice, together with proof of service, be kept by the secretary with the records of this meeting. The bylaws of the corporation provide that a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person or by means of telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting, and each entitled to vote at the meeting and holding or representing by proxy, not less than 10% of the votes entitled to be cast at the meeting. I have received the scrutineer's report on attendance and confirmed that this criterion has been satisfied.
I therefore declare that there's a quorum present at this meeting. The scrutineer's report will be attached to the minutes of this meeting as Appendix 2. I now declare that this meeting is regularly called and properly constituted for transaction of business. There will be an opportunity to ask questions regarding each resolution in turn, noting that questions may only be submitted by eligible shareholders or their validly appointed proxy voter appointees via text through the Lumi AGM platform. Instructions on how to submit your questions can be found on page 14 of the corporation's information circular. As Chair, I will pause for the appropriate amount of time to allow eligible shareholders and/or their proxy voters to submit their questions.
Once discussion on all items of business have been concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be released today and will be available on our website. We will run through each of the items on the agenda in turn, responding to questions that item of business while it is before the meeting. I now declare the polls open on all resolutions. The next item of business is presentation of the corporation's audited financial statements for financial year ended December 30, 2023, together with the accompanying report of the auditors.
The corporation's financial statements for the financial year ended December 30, 2023, together with the auditor's report thereon, and management's discussion and analysis regarding same, were filed on SEDAR+ on March 15, 2024, and are available for viewing and/or printing at no charge on the SEDAR+ website at www.sedarplus.ca. Copies of the corporation's financial statements, together with the auditor's report thereon, were also made available on the corporation's transfer agent's TSX Trust Company's website.... As you no doubt have had an opportunity to review this material, I would request a motion dispensing with the reading of the financial statements and auditor's report.
I move that reading of the corporation's financial statements for the financial year ended December 30, 2023, together with the auditor's report thereon, be dispensed with.
I second the motion.
Are there any objections to this motion? As there are no objections to the motion, I declare the motion carried. The next item of business is the appointment of PricewaterhouseCoopers LLP as auditors of the corporation, and I ask for a motion in this regard.
I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants of Vancouver, British Columbia, be appointed as auditors of the corporation until the close of the next annual meeting or until a successor is appointed at a remuneration to be determined by the board of directors of the corporation.
I second the motion.
The motion is now open for discussion. You have heard the motion, and if there are no further discussion, I would ask that anyone who has not previously voted their shares in this regard, please do so. The results of this vote will be announced later in the meeting once all of the votes have been tabulated. The next item of business is fixing the number of positions on the corporation's board of directors. I would request a motion in this regard.
I move that the number of directors of the corporation to be elected at this meeting be fixed at not more than nine.
I second the motion.
You have heard the motion, and if there's no further discussion, I would ask that anyone who has not previously voted their shares in this regard, please do so. The results of this vote will be announced later in the meeting once all of the votes have been tabulated. It is now in order to proceed with the election of directors. Management's nominees for election, nominees for election as directors of the corporations are listed on pages 18 through 26 of the corporation's information circular. They are Sean Cheah, Johnny Ciampi, Thomas Dea, Dr. Marie Delorme, myself, Bruce Hodge, Kathleen Keller-Hobson, Hugh McKinnon, George Paleologou, and Mary Wagner. The shareholders of the corporation have been asked to either vote for or against their vote for the election of each of the management's individual nominees.
Each director elected today will hold office effective as of the completion of this meeting, until the close of the next annual meeting of shareholders, or until their successor is duly elected or appointed, unless their office is earlier vacated in accordance with the articles of the corporation, or unless they become disqualified to act as a director. Proxies have been received sufficient to elect all of management's nominees. If any shareholders present have other nominees that they wish to propose for consideration, the board would be pleased to receive their names for consideration for future elections. In light of this, are there any further nominations? I now declare the nominations closed.
I move that Sean Cheah, Johnny Ciampi, Thomas Dea, Dr. Marie Delorme, Bruce Hodge, Kathleen Keller-Hobson, Hugh McKinnon, George Paleologou, and Mary Wagner be appointed as directors of the corporation to hold office until the close of the next annual meeting of shareholders, or until each of their successors is elected or appointed.
I second the motion.
You have heard the motion, and I would ask that anyone who has not previously voted their shares in this regard, please do so now. The results of this vote will be announced later in the meeting once all the votes have been tabulated. The next item of business is approval of the advisory resolution respecting the corporation's approach to executive compensation. As outlined on pages seven and eight of the corporation's information circular, the board, through the Compensation and Human Resources Committee, is responsible for formulating and monitoring the effectiveness of the corporation's executive compensation program. The board believes that the corporation's shareholders should have an opportunity to express their opinion on the corporation's executive compensation program by voting for or against the resolution set out on page seven of the information circular.
As this is an advisory vote, the results of this vote will not be binding upon the board. However, the board and the Compensation and Human Resources Committee will consider the outcome of the vote as part of their ongoing review of the corporation's executive compensation program. In order to meet the requirements of the Canada Business Corporations Act, this resolution must be passed by a majority of votes cast by the shareholders of the corporation. As you have all had a chance to review the resolution prior to the meeting, I would request a motion dispensing with the formal reading of the resolution.
I move that formal reading of the resolution approving the corporation's approach to executive compensation, found on page 7 of the corporation's information circular, be dispensed with.
I second the motion.
Are there any objections to this motion? As there are no objections to the motion, I declare the motion carried. I would ask that anyone who has not previously voted their shares regarding this resolution, please do so. The results of this vote will be announced later in the meeting, once all of the votes have been tabulated. I would now advise that we are closing the polls. It is now 1:41 P.M. Pacific Time. I will close the polls in respect to all resolutions in thirty seconds to allow all online votes to catch up. The polls are now closed. While the ballots are being tallied, we will receive a brief update on the corporation's operations from George Paleologou, our President and Chief Executive Officer, and Will Kalutycz, our Chief Financial Officer.
Thank you, Bruce, and welcome everyone to our 2024 AGM. Our CFO, Will Kalutycz, and I are going to take you through a formal presentation, followed by Q&A. We're now on slides 2 and 3. Our standard disclaimers as usual. We're now on slide 4. Our sales for fiscal 2023 came in at a record CAD 6.3 billion, up from CAD 6 billion in 2022 and CAD 200 million in 2004. We started in 2004 with 8 operations located mainly in Western Canada. We have now expanded across Canada and the U.S. with 116 operations overall. Over the years, we have grown the business by staying true to our core values and principles and managing for the long term. Our free cash flow per share came in at CAD 5.70 per share for the year.
During 2023, we made great progress towards our five-year targets of CAD 10 billion in sales and CAD 1 billion in EBITDA by the end of 2027. We remain very confident that we will exceed these targets. As we've grown our free cash flow, we have shared some of the growth by returning close to CAD 1 billion of capital back to our shareholders as dividends. We're now on slide 5. We're steadfast in executing our vision, no matter the many challenges that come our way. We invest in entrepreneurial food companies run by great people that are making delicious, nutrient-rich products with a passion for their communities and what is best for our planet. All of our capital allocation decisions are driven by this simple vision. We are now on slide 6.
We delivered nearly 18.2% compounded annual return to our long-term shareholders since 2004, for growing dividends per share and capital appreciation. We're disappointed that our stock price is trading below its intrinsic value at the moment, but we're confident that the market will eventually correct itself as it always does. We're now on slide 7 and 8. We understand capital, and we take our responsibility as stewards of capital very seriously. We invest our capital in targeted segments of the food industry, and we aspire to bring transformational change to the businesses we invest in and their industries. We partner with talented people, and we support them over the long term. We're very passionate about innovation in new products and in adopting new technologies as we continue to build deep moats around our portfolio of trade specialty food businesses.
We're now on slide 9. Our fourth comprehensive ESG report is due to come out later this year. We're making good progress here, and we're on track to achieve all of our sustainability and DEI objectives. We're proud to be producing authentic food that is healthy, nutrient-dense, and minimally processed. We believe that our passion for regenerative agriculture and the sustainable stewardship of our fisheries, combined with our stated objective to help reduce food waste, will improve both the environment and human health while helping to reduce food insecurity. We're now on slide 10. This slide provides you with a list of the many resources and attributes available to partners that join the PB ecosystem. PB is not a roll-up, an integrator, or a consolidator. We're passionate about investing in the right megatrends by partnering with successful food entrepreneurs that share our values and our vision for the future.
We're now on slide 11 to 13. The next 3 slides show you how diverse we are in terms of the channels we sell through, the geographies we sell to by channel, and by product and species. This diversity enables us to better manage the many risks we face in our business, including customer and channel-specific risks, as well as commodity and geopolitical risks. We're now on slide 14. Our global supply chain is shown here on slide 15. Our supply chain teams travel the world looking for partners that share our values, and these relationships are leveraged for the benefit of the entire PB ecosystem. We're now on slide 15. The map shows the location of our various operations in North America. Our US sales and footprint continue to grow and is now about 60% of our specialty foods sales.
We're now on slides 16 and 17. We continue to remain active on acquisitions. Our acquisition pipeline remains full, and we expect to complete several transactions during 2024. Given the tighter credit environment and higher interest rates, we remain as disciplined as ever on due diligence, overall risk mitigation, and of course, valuation. We're now on slide 18. This slide shows you the size of each one of our platforms. Four of our six platforms are now at or exceed CAD 1 billion in sales, while we expect bakery and culinary to grow substantially over the next few years.... Now, we will play two videos that demonstrate our commitment to operational excellence by building and operating state-of-the-art facilities, leveraging leading technologies, combined with old world artisanship.
The first video shows you our recently commissioned laminated bakery in San Leandro, California, followed by a video of our new artisan bread and bun line at the Stuyver's Bakery in Langley, BC. Thank you. I will now pass it back to Will for the financial part of the presentation. Will?
Thanks, George. There were three major themes that challenged our financial performance in 2023. The first was the transitioning from COVID-related challenges, including supply chain disruptions, extreme inflation, and labor shortages. The major impacts of this challenge were earlier in the year, and by the end of the year, had largely dissipated. The next theme was that of positioning our company for future growth. Over the last three years, we have made significant investments in production capacity to support our growth initiatives, most of which are in the US. These investments have resulted in additional interest, depreciation, and lease costs in the interim period prior to us being able to generate earnings from this new capacity. The third theme impacting our 2023 performance, which occurred mainly in the latter half of the year, was a weakening Canadian consumer.
The good news is that despite these challenges, we were still able to generate record sales and adjusted EBITDA for 2023. Turning to slide 22, our sales for 2023 were a record CAD 6.26 billion, which was an increase of CAD 231.2 million or 3.8% as compared to 2022. There were four key drivers of our growth. The first was organic volume growth in our specialty food segment of CAD 167.7 million, representing an organic volume growth rate of 4.4%. This was within our long-term targeted range of 4%-6%, despite some of the headwinds I mentioned earlier. The favorable translation of our US dollar-denominated sales contributed CAD 87.2 million to our growth.
Acquisitions, mainly relating to transactions completed partway through 2022, accounted for CAD 50.8 million of the increase, with the final factor being selling price inflation of CAD 48.5 million. Offsetting these drivers were two significant challenges. The first was an extra week of operations in 2022, which accounted for about CAD 82 million of sales growth. Normalizing for this factor, our year-over-year growth in 2023 is 5.3% versus the 3.8% I mentioned earlier. The second challenge for the year was a sales contraction in our premium food distribution group. This was the result of two transitory factors. The first was lobster supply challenges resulting from poor weather conditions that impacted both the Maine and Nova Scotia fisheries towards the end of 2023.
The underlying biomass for both these fisheries does remain, however, very healthy. The second transitory factor was the weakening consumer I mentioned earlier, which resulted in consumers trading down to discount banners where we are underrepresented. Looking forward, our guidance for 2024 are sales of CAD 6.65 billion-CAD 6.85 billion. The chart here shows the midpoint of that range of CAD 6.75 billion, which represents an organic volume growth rate expectation of 7.3%, which is well above our long-term targeted average or range of 4%-6%. Turning to slide 23. Our EBITDA for 2023 was CAD 559.1 million, an increase of CAD 54.9 million, or 10.9%.
This was driven by our sales growth, improved pricing as we catch up with the record cost inflation from the last two years, and plant efficiencies of almost CAD 7 million. These factors were partially offset by the continued investment in plant and SG&A infrastructure we are putting in place to support our current growth plans. Wage inflation was also a bit of a headwind. Our EBITDA margin for the year was 8.9%, an increase of 50 basis points from 2022, all driven by our specialty food segment, whose margins increased by 130 basis points to 9.8% in 2023.
This is still well below our 14% target for the group, but we are very confident in achieving this as we start leveraging the recent investments we've made in capacity to support our US growth initiatives. Looking forward, our guidance for 2024 is adjusted EBITDA of CAD 630 million-CAD 650 million. The graph here shows the midpoint of that of CAD 640 million. Using our, the midpoint of our sales, that represents an EBITDA margin of 9.5%, which will be a 60 basis increase from 2023, and will put us within 50 basis points of our long-term target EBITDA margin of 10%. Turning to slide 24. Our earnings for the year were CAD 179.1 million, or CAD 4.03 per share.
Both our earnings and earnings per share were down relative to 2022, despite the increase in our adjusted EBITDA due to two factors. The first is the recent investments we have made in additional capacity that I discussed earlier, which will support our future value creation. These had a negative impact on our earnings of approximately CAD 35 million or CAD 0.79 per share. The other factor was a higher interest rate environment, which impacted our earnings by approximately CAD 33 million or CAD 0.74 per share. Turning to slide 25. In 2023, we invested almost CAD 400 million in capital expenditures. This was a record for us with the previous record set in 2022 at CAD 228 million. Again, as we invest in additional capacity.
Our 2023 capital expenditures consisted of CAD 289.2 million on major project capital initiatives. We define major project capital initiatives as capital investments that, on an unlevered after-tax basis, generate an Internal Rate of Return of 15% or greater. Primarily, all of these expenditures in 2023 were to build capacity, as I mentioned earlier, to support our U.S. growth initiatives, mainly in protein, sandwiches, and artisan baked goods. We spent an additional CAD 64.5 million on smaller project CapEx. We generally spend about CAD 10 million-CAD 15 million per quarter on these, and they're mostly for plant efficiency initiatives and automation, but also for smaller capacity expansion projects. The final portion of our capital expenditures was CAD 46 million on maintenance cap, capital expenditures. These are essentially any expenditures that don't meet our 15% hurdle rate.
Like I said, it was CAD 46 million for the year. Looking forward, based on our approved project, CapEx pipeline, we expect to spend an additional three hundred and sixty-six million on these initiatives over the following seven quarters. We do, however, expect to partially offset a significant portion of these expenditures through the sale and leaseback of real estate associated with some of the projects. Turning to slide 26. This slide shows three of the key metrics we use to assess our debt levels. Our senior debt EBITDA ratio, our total debt EBITDA ratio, the difference between those two being our convertible debentures are included in the total debt EBITDA ratio, and our unused credit capacity. You can see we ended the year with very solid liquidity, having CAD 734 million of unused credit facilities.
In terms of the ratios, both of them were above our long-term targets, but well within our comfort zone. The higher ratios are due to the major capital expenditures we've been making in recent years. As we look forward, we expect both these ratios to be within our targeted ranges by the end of 2024, as we leverage the investments for our sales growth and complete the planned sale and lease backs. Turning to slide 26. Our free cash flow for the year was CAD 253 million. This was a decrease of CAD 32.8 million, while our free cash flow per share was CAD 4.03, a decrease of CAD 0.71 per share as compared to 2022.
Both end metrics were down due to the same factors that impacted our earnings and earnings per share, namely recent investments in production capacity and the higher interest rate environment. Our payout ratio for 2023 was 54.3%. This was only slightly higher than our long-term targeted range of 50%. This was despite the challenges I mentioned earlier. In 2023, we paid out dividends of CAD 3.08 per share, which totaled CAD 137.5 million of payments to our shareholders. Looking forward, for 2024, we increased our dividend by 10.4% to CAD 3.40 per share. This is our 12th consecutive annual increase in our dividend and our 10th consecutive increase of 10% or greater. Turning to slide 28.
This shows a history of our five-year plans. We've now completed three of our five-year plans. The first two plans, we, we met our sales targets one year in advance. For our most recent ending plan, we also met our sales target one year in advance. It was for 2023. We hit our sales target of CAD 6 billion in 2022. We, however, did miss our EBITDA margin and our EBITDA target of CAD 600 million, coming in at the CAD 559 million I mentioned earlier. Looking forward, we've set new targets. As George mentioned earlier, our 2027 targets, five-year targets, are CAD 10 billion in sales and CAD 1 billion in adjusted EBITDA.
We believe these targets to be conservative, based firstly, most of our projected growth is expected to come from organic initiatives versus in prior plans, where acquisitions were core to being able to achieve our targets. And secondly, the conservative assumptions used for our adjusted EBITDA target, which were set based on missing our previous target. We have been very conservative and set a target we are highly confident in achieving as we go forward. That concludes management's presentation. I will now pass the call back to Doug Goss.
Well, thanks, George and Will. My name is Doug Goss. I'm secretary for this meeting, and I'm gonna give you some voting results. I'm pleased to advise that the shareholders have voted by a margin of at least 99.45% to fix the number of directors elected at no more than 9. The shareholders voted by 99.72% margin, of at least that, to approve PricewaterhouseCoopers as our auditors for the ensuing year, at remuneration to be fixed by the board of directors.
I'm also pleased to advise that each of our director nominees is being elected by a margin of at least 94.56%, and accordingly effective on completion of the annual meeting, each will hold office until the next annual meeting of shareholders or until their successors duly elected or appointed, unless their office is earlier vacated in accordance with the articles of incorporation or unless they become disqualified. Accordingly, I'd like to congratulate Sean Cheah, Johnny Ciampi, Thomas Dea, Dr. Marie Delorme, Bruce Hodge, Kathleen Keller-Hobson, Hugh McKinnon, George Paleologou, and Mary Wagner on their reappointments to the Corporation's board of directors. I'm especially pleased to advise that the shareholders have approved the Corporation's approach to executive compensation by a margin of at least 98.8%, which meets the majority standard required for the passing of this resolution.
Accordingly, I declare this resolution to be carried, and, I will, attach a copy of this resolution to the minutes of the meeting as appendix three. I'd also like to advise that the full and complete report of voting results, with respect to this meeting, will be prepared and filed on SEDAR+ later this afternoon.
Thanks, Doug. I would ask the secretary of this meeting to attach the direction of votes received by the proxy from TSX Trust Company to the minutes of this meeting as Appendix 4. If there's no further business to be brought before the meeting, I would ask a motion to terminate the meeting.
I move that the meeting terminate.
I second the motion.
Are there any objections? As there are no objections, I declare the motion carried. I declare the meeting terminated. Thank you all for participating in the meeting today.