AGM 2025

Apr 24, 2025

Good morning. My name is Jeremy. I will be your conference operator today. At this time, I would like to welcome everyone to TransAlta Corporation's Annual and Special Meeting of Shareholders. Thank you for joining us. Mr. Dielwart, you may begin your meeting. Good morning, fellow shareholders. Welcome to TransAlta's 2025 Annual and Special Shareholders Meeting. I am John Dielwart, Chair of the Board of TransAlta Corporation. Today's meeting is being hosted virtually, which provides shareholders the ability to access and participate in the meeting, regardless of their location. While virtual in format, the meeting will be conducted in the same manner as an in-person meeting. As a reminder, however, there will be no management presentation following the formal business of the meeting. Rather, TransAlta will be releasing its Q1 2025 financial results on May 7th, 2025, and hosting a conference call and webcast to discuss these results later that same day. In attendance with me today are John Kousinioris, President and Chief Executive Officer of TransAlta, Joel Hunter, Executive Vice President, Finance and Chief Financial Officer, as well as Kelly Galloway, our Corporate Secretary. Two shareholders are also in attendance and will be called upon to move and second motions to approve each of the business items to be addressed today. I now call this meeting to order. I will serve as the Chair of the meeting. Kelly Galloway will serve as Secretary. I will first address a few brief procedural matters for the meeting. Thank you to the many shareholders that submitted their proxies in advance. Only registered shareholders or duly appointed proxy holders are entitled to vote or ask questions at the meeting. To vote during the meeting, please use your electronic ballot that will appear on your screen in the online portal. You may begin voting now or at any time throughout the meeting. To ask a question, please enter it in the text box on your screen and follow the instructions in the online portal. Questions may be submitted now and throughout the meeting. When submitting a question, please provide your name and indicate whether you are a registered shareholder or proxy holder. Responses to any questions not answered during the meeting will be posted on our website. Please note that only those shareholders who held shares at the close of business on March 7th, 2025, the record date for this meeting, are entitled to vote at this meeting. Votes from beneficial shareholders who have already submitted their voting instruction form to their intermediary or who named John Kousinioris or myself as your proxy holder have been registered with the transfer agent and therefore no further action is required. The Secretary has provided proof that the notice of meeting, management proxy circular, form of proxies, and voting instruction forms were mailed on March 25th, 2025, to shareholders of record at the close of business on the record date. These documents and our integrated report containing our audited consolidated financial statements for the fiscal year ended December 31st, 2024, were also made available electronically on or before March 25th, 2025. Gloria Gherasim of Odyssey Trust Company, TransAlta's registrar and transfer agent, will serve as scrutineer for the meeting. In this capacity, Gloria will report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting. The scrutineer has provided me with a preliminary report on attendance, which indicates that 63.43% of TransAlta's issued and outstanding common shares are currently represented at this meeting. I therefore declare that a quorum is present and this meeting is properly constituted for the transaction of business. A copy of the scrutineer's final report will be filed with the records of this meeting. We will address five items of business today, which are as follows. The election of each of our 11 nominee directors to our Board of Directors for the coming year. Receive the financial statements of the Corporation for the fiscal year ended December 31st, 2024, and associated Auditor's Report. Reappoint TransAlta's auditors, Ernst & Young LLP, for the upcoming year. Consider a non-binding resolution relating to TransAlta's approach to executive compensation, commonly known as say on pay. Lastly, consider an ordinary resolution to approve the continuation of TransAlta's amended and restated shareholder rights plans. Details regarding each of these items are provided in our Management Proxy Circular. Ballots will be collected by the Scrutineer through the online ballot platform, and she will also tabulate the voting results. I am pleased to report that we have received a sufficient number of proxies to carry each item of business, including the election of each nominated director. Nonetheless, we encourage shareholder participation at the meeting and will now proceed with presenting each item of business so that it may be formally approved. In respect of the minutes of the last annual meeting of shareholders held on April 25th, 2024, I declare that these have been approved and filed in the Corporation's minute book. Anyone wishing a copy may contact the Corporate Secretary after the meeting. Before addressing our first item of business, the election of our directors, I wish to take a moment to acknowledge Harry Goldgut and Sarah Slusser, who are retiring from the Board this year. Harry and Sarah have served on the Board since 2019 and 2021, respectively. During their tenures, Harry and Sarah have each made significant contributions as Directors and played an instrumental role in advancing TransAlta's strategy. On behalf of the Board and TransAlta's Management Team, I wish to thank each of them and extend our best wishes for their future. Moving now on to the election of Directors. Our 11 proposed Director nominees are set out in the Management Circular Proxy, and these individuals are Brian Baker, Alan Fohrer, Laura W. Folse, John Kousinioris, Candace MacGibbon, Thomas M. O'Flynn, Bryan D. Pinney, James Reid, Manjit K. Sharma, Dawn Farrell, and myself, John Dielwart. Under our majority voting policy, shareholders can vote for or against a Director nominee. A majority of total votes cast must be for a Director nominee for that Director to be elected. Under our advanced notice bylaws, shareholders must give at least 30 days advance notice of their intention to nominate any other directors at the meeting. As no such notices were received, I will now ask for a motion to approve the appointment of directors. Can I please have a motion to approve the appointment of our directors, each of the 11 nominated directors set out on page 20 of our Management Proxy Circular? My name is Tawnie Dahl. I am a TransAlta shareholder. I move that the following Director nominees be elected to the Board of Directors and hold office until the next Annual Meeting of Shareholders, or until their respective successors are elected or appointed. Brian Baker, John Dielwart, Alan Fohrer, Laura W. Folse, John Kousinioris, Candace MacGibbon, Thomas M. O'Flynn, Bryan D. Pinney, James Reid, Manjit K. Sharma, and Dawn Farrell. Thank you, Tawnie. May I have the motion seconded? My name is Humry Saikhon. I'm a TransAlta shareholder, and I so move. Thank you, Humry. Kelly, have we received any questions or comments related to the election of directors? No, Mr. Chair, we have not. Thank you. Given that there have been no comments, we will now proceed to a vote. You are now able to vote for or against each of our individual director nominees. The next item of business is TransAlta's annual consolidated financial statements for the fiscal year ended December 31st, 2024, and auditors' report. These materials are included in the 2024 integrated report, which has been made available to the shareholders both on SEDAR+ and our website. The 2024 financial statements have been audited and approved by the Board. Ms. Ann Brockett, a representative of Ernst & Young LLP, is also available to answer questions with respect to any of the financial statements. Kelly, have we received any questions or comments on the financial statements? No, Mr. Chair, we have not. Thank you. Okay. The next item of business is the reappointment of TransAlta's auditors, Ernst & Young LLP. This appointment is for the upcoming year, with corresponding fees fixed by the Board. The Board is recommending shareholders vote for the reappointment of Ernst & Young LLP as TransAlta's auditors. I will now ask for a motion for the reappointment of Ernst & Young LLP as TransAlta's auditors. My name is Tawnie Dahl. I am a TransAlta shareholder, and I so move. Thank you, Tawnie. May I have the motion seconded? My name is Humry Saikhon. I'm a TransAlta Shareholder, and I second the motion. Thank you, Humry. Kelly, have we had any questions or comments regarding this matter? No, Mr. Chair, we have not. Thank you. Thank you, Kelly. The next item of business, on an advisory basis, an ordinary resolution approving TransAlta's approach to executive compensation, commonly known as say on pay, set out on page 42 of this year's Management's Proxy Circular. The Board is recommending shareholders vote for the Corporation's approach to executive compensation. While the effect of this resolution is non-binding, it is intended to give shareholders an opportunity to provide feedback on the Corporation's approach to executive compensation. To be effective, the resolution must be passed by a majority of the votes cast at this meeting. I will now ask for a motion to pass the resolution set out on page 42 of the Management Proxy Circular regarding TransAlta's approach to executive compensation. My name is Tawnie Dahl. I am a TransAlta shareholder, and I move that the non-binding advisory resolution regarding TransAlta's approach to executive compensation be passed by shareholders of the corporation. Thank you, Tawnie. May I have the motion seconded? My name is Humry Saikhon, and I'm a TransAlta shareholder, and I second the motion. Thank you, Ms. Humry. Kelly, have we received any questions or comments on this matter? No, Mr. Chair, we have not. Thank you. Thank you, Kelly. The next item of business is an ordinary resolution to approve the continuation of the Corporation's amended and restated Shareholder Rights Plans. Full details on the plan and proposed resolution are provided on pages 42-48 of the Management Proxy Circular. The Board is recommending that shareholders vote for the continuation of the amended and restated Shareholder Rights Plans. I will now ask for a motion to approve the continuation of TransAlta's amended and restated Shareholder Rights Plan. My name is Tawnie Dahl. I am a TransAlta shareholder. I move that the ordinary resolution regarding the continuation of the amended and restated shareholder rights plan, as set out on page 47 in the management proxy circular, be passed by shareholders of the corporation. Thank you, Tawnie. May I have the motion seconded? My name is Henriette Sekon. I'm a TransAlta shareholder, and I second the motion. Thank you, Henriette. Kelly, have we received any questions or comments on this matter? No, we have not, Mr. Chair. Thank you. Thank you, Kelly. This brings us to the end of the items of business for this meeting. Kelly, prior to closing the polls, can you confirm if any questions or comments on any matter of business have been received? No, Mr. Chair, we have not received any questions or comments on the formal items of business. Thank you. Okay. I am pleased to advise that we have now received the voting results. As such, I declare that each of the resolutions on the items of business discussed at today's meeting have been approved by shareholders. A press release and report on voting results on all items of business will also be publicly filed after this meeting on SEDAR+. This concludes the formal business of the meeting. Accordingly, I now declare the formal portion of the meeting to be terminated. The meeting is now open for questions. Kelly, do we have any questions? We have no questions. Thank you, Mr. Chair. There being no questions, I now declare the meeting terminated. I wish to thank our shareholders for their continued support of TransAlta and your participation at the meeting today.