AGM 2024

Apr 25, 2024

Good morning. My name is Jeremy, and I will be your conference operator today. At this time, I would like to welcome everyone to TransAlta Corporation's Annual Meeting of Shareholders. Thank you for joining us. Mr. Dielwart, you may begin your meeting. Good morning, fellow shareholders, and welcome to the 2024 Annual Shareholder Meeting of TransAlta Corporation. Thank you for joining us today. The Board and Management very much appreciate your interest and attendance. As the operator said, I'm John Dielwart, Chair of the Board of Directors of TransAlta. We're hosting today's meeting through this virtual online platform. It is a convenient and effective means of providing all shareholders with the ability to access and participate in the meeting, wherever they may be located and whatever their particular circumstances might be. While the meeting is virtual only, we will proceed in the same manner as a physically attended meeting. I'd like to remind shareholders that we will not be having a management presentation following the formal business of the meeting. Rather, the company will be releasing its financial results for the first quarter on the morning of May 3rd, 2024, and a conference call and webcast to discuss these results will be held for investors, analysts, members of the media, and other interested parties that same day. In order to make the best use of our time, two shareholders have been asked to move and second the resolutions, which we will consider at this meeting. I will call on them at the appropriate time. I'm joined today by John Kousinioris, President and Chief Executive Officer, Todd Stack, Executive Vice President of Finance and Chief Financial Officer, Nancy Brennan, Executive Vice President of Legal, and Scott Jeffers, Vice President and Corporate Secretary. Prior to commencing the formal business of the meeting, I would like to take a moment to express the Board's sincere gratitude to Todd Stack for his tremendous 34-year tenure with the company and wish him the very best in his retirement, effective June 30th, 2024. Todd began his career at TransAlta as an engineer, went on to earn his MBA and CFA, and ultimately took on greater and greater accountabilities, including as Treasurer, Controller, and currently as Executive Vice President and Chief Financial Officer. His contributions to TransAlta have been significant and are reflective of his values founded in hard work, commitment, and integrity. On behalf of the Board, I'd like to express our sincere gratitude and wish Todd the very best in his retirement. I would now like to call this meeting to order. In accordance with the bylaws, as chair of the board, I will act as chair of the meeting, and Scott Jeffers will act as secretary of the meeting. I'll begin with a few brief procedural matters for the meeting. We are pleased to welcome all guests to this meeting, but I would like to remind you that only registered shareholders or duly appointed proxy holders are entitled to ask questions during the meeting, to vote, or to take an active part in the business of the meeting. Registered shareholders or proxy holders that wish to ask questions or make comments during the meeting may do so through the text box located on your screen and in accordance with the instructions that appear on your webpage. You can submit your live questions now throughout the meeting. If you have a question or comment specific to a matter of business, please identify the matter of business in your question or comment. For any questions or comments, we ask that you provide your name and indicate whether you are a shareholder or a proxy holder. Any questions not answered during the meeting will be answered following the meeting, and the responses will be posted on our website. All questions submitted will be provided to a moderator and then to our Corporate Secretary, Scott Jeffers, who will read the question for the entire meeting. Please note that only shareholders who held shares at the close of business on March 15, 2024, the record date for the meeting, are entitled to vote at this meeting. If you are a registered shareholder or a duly appointed proxy voter and wish to vote during the meeting, you can do so through the electronic ballot that will appear on your screen. For those shareholders that are beneficial shareholders that submitted your voting instruction form directly to your intermediary, or if you named John Kousinioris or myself as your proxy holder and returned your voting instruction form as instructed by your intermediary, your votes have already been registered with the transfer agent and no further action is required. I wish to express thanks to those many shareholders that have already submitted their proxies in advance. The Secretary has provided me with proof that the notice of this meeting and the accompanying Management Proxy Circular, forms of proxies, and voting instruction forms were mailed on March 20th, 2024 to shareholders of record at the close of business on the record date. In addition, these documents, as well as the Corporation's Integrated Report containing the audited consolidated financial statements of the Corporation for the fiscal year ending December 31st, 2023, were made available electronically on or before March 20th, 2024. With the consent of the meeting, Cail Gould of Computershare Trust Company, the Corporation's registrar and transfer agent, will act as Scrutineer and report on the number of shareholders present in person and the number of shares represented in person or by proxy. Computershare is online and has detailed records of the holdings of current shares as of March 15th, 2024. The scrutineers have provided me with a preliminary quorum attendance, and a count indicates that approximately 63% of the common shares outstanding are currently represented at the meeting. I therefore declare that a quorum is present and this meeting is properly constituted for the transaction of business. A copy of the scrutineers' final report will be filed with the records of this meeting. There are four formal items of business to be dealt with today. You will be asked to elect each of the 12 nominee directors to the Board for the coming year, receive the financial statements of the Corporation for the fiscal year ended December 31st, 2023, and the associated Auditor's Report, reappoint the Corporation's auditors, Ernst & Young LLP, for the ensuing year, and lastly, consider a non-binding resolution relating to the Corporation's approach to executive compensation, otherwise known as Say on Pay. These items are described in detail in this year's Management Proxy Circular. Voting for all matters will proceed by way of ballot. The ballots for each motion will be collected by the Scrutineers through the Lumi platform, and the results of each ballot will be tabulated by the Scrutineers and announced following the last item of business. Prior to opening of the polls for voting, 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 the formal business of presenting each item of business so it can be formally approved. Accordingly, the polls are now open and will remain open until the last item of business to be voted upon has been concluded. Starting with the minutes of the last Annual Meeting of Shareholders, which was held on April 28th, 2023, I declare that the minutes have been verified and signed and are filed in the Corporation's minute book. Anyone wishing a copy of the minutes may contact the Corporate Secretary following this meeting. Before moving to the first item of formal business, the election of Directors to the Board, I would like to take a moment to acknowledge the retirement of the Honorable Rona Ambrose from the Board of Directors this year. Rona served the Board of Directors since 2017, and during her tenure, she played an instrumental role in advancing the Corporation's strategy, including her capacity as Chair of the Governance, Safety and Sustainability Committee. With all of the regulatory issues that our industry faces, having Rona's talent on the Board has been indispensable to the entire Corporation, and she truly will be missed. I would like to sincerely thank her and wish her the best in her retirement. Nominations have already been proposed for the proxy circular. The 12 individuals being proposed for are Alan Fohrer, Laura W. Folse, Harry Goldgut, John Kousinioris, Candace MacGibbon, Thomas O'Flynn, Bryan Pinney, James Reid, Manjit Sharma, Sandra R. Sharman, Sarah G. Slusser, and myself, John P. Dielwart. The detailed biographies of the Directors standing for election to the Board are included in the Management Proxy Circular. Those are the 12 individuals being proposed, each of whom has agreed to serve as a Director, if elected. I now declare the Meeting open for nominations. Mr. Jeffers, would you please nominate them as Directors for the coming year? My name is Scott Jeffers. I am a shareholder, and I nominate the following nominees for election to the board, John P. Dielwart, Alan Fohrer, Laura W. Folse, Harry Goldgut, John Kousinioris, Candace MacGibbon, Thomas O'Flynn, Bryan Pinney, James Reid, Manjit Sharma, Sandra R. Sharman, and Sarah G. Slusser, to be elected as directors of the corporation and to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. Thank you, Scott. Under the Corporation's Majority Voting Policy, shareholders can vote for or against a director nominee. A majority of the total votes cast must be voted for a director nominee in order for that director to be elected to the Board of Directors. Additional details about TransAlta's Majority Voting Policy are contained in the Management Proxy Circular. Under TransAlta's Advance Notice Bylaws, shareholders are required to give at least 30 days advance notice of their intention to nominate any other directors at the meeting. As no notices were received under the Corporation's Advance Notice Bylaw, I will now ask Noreen Haug to move a motion that nominations should be closed and Tawnie Dahl to second the motion. My name is Noreen Haug. I am a shareholder, and I so move. May I have the motion seconded? My name is Tawnie Dahl. I am a shareholder, and I second the motion. Scott, have we received any questions or comments in regards to the election of the Directors? We have not, Chair. Thank you. Given that we have no comments, we will now proceed to the vote. You are able to vote for or against each of the individual director nominees. We remind you that the Board is recommending for each of the director nominees set forth in the Proxy Circular. The next item of business is the submission of our 2023 Annual Consolidated Financial Statement, together with the Auditor's Report. A copy of the 2023 Integrated Report, which contains the annual consolidated financial statements for the fiscal year ended December 31st, 2023, together with the Auditor's Report, have been made available to each registered shareholder and beneficial shareholder who requested a copy. Copies are also available under the Corporation's profile at sedarplus.ca and on TransAlta's website at transalta.com. The Board of Directors has approved these financial statements, and the Secretary will now be asked to table the financial statements and the Auditor's Report. Mr. Chair, the Corporation's annual consolidated financial statements for the fiscal year ended December 31st, 2023, together with the auditor's report. Thank you, Scott. Ms. Valerie Bertram, a representative of Ernst & Young LLP, is also available to answer questions with respect to the annual financial statements of the corporation. Scott, have we received any questions or comments on the financial statements? We have not, Chair. Thank you. The next item of business is the reappointment of the auditors. As you'll see in the Management Proxy Circular, shareholders are being asked to authorize the reappointment of Ernst & Young LLP as the auditors of TransAlta for the ensuing year at such remuneration as will be fixed by the Board. I will now ask Noreen Haug to move a motion that Ernst & Young LLP be reappointed as auditors of the Corporation to hold office until the close of the next Annual General Meeting of shareholders, and Tawnie Dahl to second that motion. My name is Noreen Haug. I am a shareholder, and I so move. May I have the motion seconded? My name is Tawnie Dahl. I am a shareholder, and I second the motion. Thank you, Noreen and Tawnie. Scott, have we received any comments or questions on this matter? We have not, Chair. Thank you, Scott. We remind you that the Board is recommending voting for the reappointment of Ernst & Young LLP as the auditor of TransAlta. The next item of business is the consideration and approval on an advisory basis of an ordinary resolution approving TransAlta's approach to executive compensation, commonly known as Say on Pay. The effect of this non-binding advisory resolution is to give shareholders the opportunity to endorse or not endorse the Corporation's approach to executive compensation. The full text of this non-binding advisory resolution is set out on page 43 of this year's Management Proxy Circular. To be effective, the resolution must be passed by a majority of the votes cast at this meeting. I will now ask Noreen to move the resolution to accept the Corporation's approach to executive compensation, and Tawnie to second the resolution. My name is Noreen Haug. I'm a shareholder, and I move that the non-binding advisory resolution regarding TransAlta's approach to executive compensation be passed as the resolution of shareholders of the corporation. Thank you. May I have the resolution second? My name is Tawnie Dahl. I am a shareholder, and I second the resolution. Thank you, Noreen and Tawnie. Scott, have we received any questions or comments on this matter? We have not, Chair. Thank you, Scott. We remind you that the Board is recommending voting for the Corporation's approach to executive compensation. That brings us to the end of the items of business for this meeting. Scott, prior to closing the polls, can you confirm whether we have received any questions or comments on any matter of business? We have not received any questions or comments specific to the items of business. Thank you, Scott. There being no further business, the polls are now going to close. The scrutineers will now count the votes and report back to the meeting. This will only take a moment. I have received from the scrutineers their preliminary report on the ballots. With respect to the election of Directors, the scrutineers have reported, and I declare that the following 12 nominees have each been properly elected as Directors of TransAlta for the ensuing year. John P. Dielwart, Alan J. Fohrer, Laura W. Folse, Harry A. Goldgut, John H. Kousinioris, Candace MacGibbon, Thomas O'Flynn, Bryan Pinney, James Reid, Manjit Sharma, Sandra Sharman, and Sarah G. Slusser. A press release and report of the voting results indicating the detailed outcome of the vote on the election of Directors will also be publicly filed after this meeting on SEDAR. I will now ask Kyle Gould, our Computershare and the Scrutineer for the meeting, to report on the votes cast on the other motions voted at this meeting. The Scrutineer's Report shows that the shareholders present in person or represented by proxy have voted as follows. With respect to the appointment of Ernst & Young LLP as auditors of the Corporation for the ensuing year, the ballot results show approximately 98.88% votes cast for the motion and approximately 1.12% cast withheld the motion. Thank you. I declare the motion carried. With respect to the approval of the advisory resolution concerning TransAlta's approach to executive compensation, the ballot results show approximately 99.02% votes cast for the motion and approximately 0.98% cast against the motion. Thank you, Kyle. I declare the motion carried. That concludes the formal business of the meeting. At this time, I would like to thank the shareholders for their participation at the meeting. Since there is no further business, I declare that the formal business of the meeting is terminated. At this time, if you have questions pertaining to the specific matters of business at this meeting or questions that are otherwise of interest to all shareholders, management would be pleased to answer your questions at this time. Questions may only be asked by registered shareholders and duly appointed proxy holders and should be of interest to all shareholders. Questions can be asked by typing the question in the text box of the webcast. In your question, please state your name and whether you are a shareholder or a proxy holder. The meeting is now open for questions. Scott, do we have any questions? Thank you, Mr. Chair. We do not have any questions. Thank you, Scott. I would like to ask John Kousinioris to answer this question. Oh, sorry. My mistake. Are there any other questions? The answer is no, obviously. If there are no other questions, on behalf of the Board, I'd like to thank everyone for attending. Thank you.