Transcontinental Inc. (TSX:TCL.A)
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At close: Apr 28, 2026
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AGM 2023

Mar 8, 2023

Operator

Welcome to our AGA. This AGA is held virtually only. It will be held in French and in English with simultaneous interpreting. With simultaneous translation. If you go to the upper right-hand corner of your screen, you can also choose the English channel or the bilingual channel. In order to participate, you must be connected to the internet. Only shareholders and proxies are allowed to vote and ask questions. On the left-hand side, you can see how you can exercise your rights as shareholders. During the AGA, please refer to the three tabs on top of your screen. There's an Information tab in order to display any instructions about the AGA, including how to ask questions and vote. The tab Question allows you to ask questions via chat.

You're welcome to ask questions in the language of your choice, and we will answer your questions at the end of the AGA. Under the Documents tab, you'll find the documents related to our AGA. Once the ballot will be open, you will have access to an extra tab, the Voting tab, that will allow you to vote. Before starting, let's look at the forward-looking statements on your screen. As part of our AGA, representatives of the business can, in their answers, have some forward-looking statements, and their documents can also contain some of these. These statements, apart from historical facts, are forward-looking based on specific hypotheses. We want to highlight that there are risks and that the reality may significantly differ from these perspectives and forward-looking statements. I now give the floor to Isabelle Marcoux. Hello.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

I gladly welcome you to our 39th AGA shareholder meeting. I am here with Peter Brues, President and CEO, Donald LeCavalier , CFO, and Christine Desaulniers, Chief Legal Officer and Corporate Secretary. Ms. Desaulniers will be the Secretary, and myself the Chair of the assembly. I ask representatives of TSX Trust to act as scrutineers. Francine Beaulieu and Isabelle Rachon tell me that we have a quorum. The assembly is regularly called and constituted. The scrutineer report will be filed as part of the documents for the AGA. The minutes from our previous meeting is available under the Documents tab. Our agenda is looking at consolidated financial statements for the fiscal year ending in October 2022 and the auditor's report. These files are also part of your kit.

The annual report, including financial statements, was provided to shareholders in conformity with the Canada Business Corporations Act. These documents, again, are available under the Documents tab. I would like to now ask Christine Desaulniers to explain how we will proceed for votes.

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental

Only shareholders and duly appointed proxies may vote at such a meeting. If you've already voted, you don't have to do anything. Your votes have already been tabulated. However, any registered shareholder or appointed power of attorney or proxy who has not yet voted or who wishes to change their vote will be able to vote directly on the webcast platform. The vote is now available for all proposals and may be done throughout the formal portion of the meeting.

You can vote immediately, or when a proposal comes forward, or wait until the end, after the last item on the agenda has been voted on, and we've indicated that we are closing the ballots. You should now see the Voting tab activated on your webcast platform listing all the meeting proposals. I give the floor back to Ms. Marcoux.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

As you've seen, the number of candidates nominated as Directors is 12. The majority are independent, and 42% are women. Let me point out that all candidates for these Director positions are already Directors of Transcontinental. Ms. Desaulniers, could I have a proposal for a resolution? In order to facilitate the assembly, we ask some shareholders to make and support certain proposals.

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental

Madam Chair, we received a proposal from Mathieu Hébert, seconded by François Tachereau, both shareholders of Transcontinental, that the following individuals be elected as Directors until our next meeting. Peter Brues, Jacynthe Côté, Nelson Gentiletti, Yves Leduc, Isabelle Marcoux, Nathalie Marcoux, Pierre Marcoux, Rémy Marcoux, Anna Martini, Mario Plourde, Jean Raymond, and Annie Thabet. The motion was duly made and seconded. You are invited to vote for the Directors on an individual basis regarding this proposal.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

The next item on our agenda is the nomination of Auditors for the current fiscal year. The Board of Directors recommends that KPMG be appointed as Auditors of the corporation for the fiscal year ending October 29, 2023. Ms. Desaulniers, could we have a motion towards this resolution?

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental

Madame Chair, we received a proposal from Isabelle Côté, seconded by Caroline Hamel, both shareholders of Transcontinental, proposing that KPMG LLP/s.e.n.c.r.l. be appointed auditors of the corporation for the current fiscal year, and that the Board of Directors of the corporation be authorized to fix their remuneration.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

Now, let's please vote on this motion. We chose to have an advisory vote about executive compensation. Our executive compensation philosophy, policies, and programs are based on the fundamental principle of linking compensation to performance in order to align the interests of senior executives with those of our shareholders. Ms. Desaulniers.

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental

Madame Chair, we received a motion from Lise Roy, seconded by Charles-David Natys-Poulain, both shareholders of Transcontinental, proposing that, in an advisory capacity and without diminishing the role and responsibilities of the Board of Directors, shareholders accept the approach to executive compensation disclosed in the proxy circular provided by the corporation's annual meeting of shareholders held on March 8, 2023. The proposal is made and seconded. Please go ahead and vote.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

We've now covered all the questions for the formal part of our meeting. The vote will be closed in one minute. If you haven't already, please go ahead and vote. We will take a short break in order to allow you to vote. We confirm that the ballot is now closed. The scrutineers confirm these results. All administrators or directors have been elected. Peter Brues, President and CEO of Transcontinental.

Jacynthe Côté, President of the Board of Directors of Hydro-Québec and Corporate Director. Nelson Gentiletti, Corporate Director. Yves Leduc, Partner of Idealist Capital and Corporate Director. Nathalie Marcoux, Vice President of Finance for Capinabel. Mr. Pierre Marcoux, President of Groupe Contex. Rémy Marcoux, Founder and Director of Transcontinental. Anna Martini, President of Psycho Bunny. Mario Plourde, President and CEO of Cascades. Jean Raymond, Vice President of the Board, CEO, and Head of CIBC Capital Markets. Annie Thabet, Corporate Director and Partner of Celtis Capital. And myself. Congratulations, everyone. For KPMG, we will have them for establishing the compensation. As we discussed, the most votes agreed with this compensation approach. The motion is approved. A report on these final results will be put forward on the SEDAR platform.

Now, I propose that we finish the formal part of this assembly before we move to hearing Mr. Brues and LeCavalier. I declare the meeting adjourned. Dear shareholders, we're here again at our AGM. In 2022, we continued to move forward thanks to exceptional teamwork. In every one of our institutions, on the road, in the research and development labs, and around the board table, our colleagues, our board members, and my family members have shown deep commitment. This collective commitment is also reflected in the theme of our 2022 annual report, Products for You. I am proud of the great social and economic utility of our product.

Our purpose matters. First, we print flyers that help households manage their budget, which is all the more important with the current inflationary environment. National retailers and small merchants rely on flyers to drive in-store traffic to boost local economies in the face of competition from e-commerce giants.

We also print daily newspapers and weekly newspapers across Canada. These contribute to democratic life. We also print books. In addition to digital, the paper format is still highly valued by the majority of the population and is a pillar of the circular economy. We're also an important player in education, especially in Quebec. As Canada's largest educational publishing group in the French language, we print and provide digital products to support teachers, students, and helping them in learning. As well, we've been successful with our transformation with our entry into the packaging business 10 years ago, now in 2014. In 2022, this sector generated 56% of our revenue. Our flexible packaging solutions focus on durability. They facilitate transportation and extend the shelf life of perishable foods, thereby reducing food waste.

Our leadership role in building a circular plastics economy allows us to support our customers in their sustainable development journey and meet consumers' expectations. We're working with various stakeholders, especially as founding members of the Circular Plastics Taskforce, to improve the management of plastics and their end of life. The ultimate goal is a world where plastics never become waste. I would also like to take a moment about our social responsibility plan launched last June. Our desire to build for sustainability is part of our DNA for over 40 years.

This clearly demonstrates this in our recent successes. This new plan sets the bar even higher, and we're very proud of that. Our sustainable projects reflect a greener growth. When it comes to diversity and inclusion, we believe that to reach full potential, our people need to feel safe and welcomed as they are.

There are three pillars: gender diversity, inclusion of visible minority, and inclusion of the LGBTQ+ communities and their allies. Today is March 8th, International Women's Day. At TC Transcontinental, gender diversity is a priority, and our progress in recent years in an industry that is predominantly male is remarkable and recognized. As for the current year, the first quarter was difficult. We've taken the necessary steps to rectify the situation for better performance for the rest of the year. We will be cautious about our developments for the remainder of the year, while ensuring that we maintain our focus on long-term value creation. In closing, on behalf of my family and as the Board of Directors, I thank Brian Reid, one of our great leaders, who retired as president of TC Transcontinental Printing after more than 40 years of magnificent achievement.

For the past year, I express my gratitude to our colleagues for their tireless work and to our Directors for sharing their knowledge and expertise. I also thank my family for their unwavering support in the face of turbulence in recent years. I also thank our customers for their loyalty. Thank you, dear shareholders, for your loyalty in these volatile and uncertain times. Over the past few decades, we have managed to get through many challenges. I assure you that our determination and resilience are always here and allow us to look to the future with confidence. I'm turning it over to Peter now.

Peter Brues
President and CEO, Transcontinental

Good afternoon, everyone. In 2022, we faced some headwinds, and I'm proud of the work that our teams have done under these circumstances. After a challenging first quarter, we delivered better performance. The packaging industry has improved its profits every quarter.

We once again achieved organic volume growth in 2022. This is thanks to new contracts, products, and equipment. These acquisitions of H.S. Crocker and Banaplast have strengthened our offer in the markets of dairy, pharmaceuticals, and agrifood. Looking ahead, while flexible packaging has a lower carbon footprint than other types of packaging, its end of life remains a significant challenge. It is a challenge that we are taking on with determination. This is why our world-class team is at the forefront of research and development for solutions that are recyclable and compostable, as well as packaging made from post-consumer recycled materials.

We are investing to build the industry's best sustainable packaging platform. The ASTRA Center in Wisconsin, with its research and development labs, is at the heart of this challenge that we have about sustainability. Our goal is to create significant value for our clients and our shareholders.

In the printing sector, our 2022 revenues increased year-over-year with significant growth in our in-store marketing activities, or ISM, and book printing. This was adversely impacted by our inflationary pressures and inefficiencies due to the COVID pandemic in the first half of the year. Our scale and manufacturing excellence in printing position us well for the future. First, our ISM business with three acquisitions since 2019, including BGI, and our book printing and pre-media activities continue to grow. Together, they now account for about a 1/3 of the sector's revenues.

Second, flyers continue to be important to consumers, especially with inflation, and are the most efficient marketing tool for our retail customers. Third, we will continue to leverage our leading-edge national platform for Canadian publishers who are still printing their own. Metroland is a case in point, trusting us recently with significant additional printing.

Our third sector media had another excellent year in 2022. The acquisitions of Scolab, complement both our printing and digital education offerings, driving our growth in revenues and operating earnings. In summary, we are a leader in our three sectors with strong growth prospects in each of them. Our strong financial position, has no debt maturities until 2025. In fiscal 2023, we are focused on generating strong cash flow and reducing of our debt while continuing to invest in our future and maintaining dividends for our shareholders. In our operations, we have taken decisive actions across the organization to adjust our cost base to current and anticipated volumes, and we will do more if necessary. The safety of our coworkers is our priority, and I'm proud to report that our injury rate decreased by 21% last year.

This is a significant achievement, and I thank our teams for this progress towards our zero injury vision. Every day, I see our values of respect, teamwork, performance, and innovation in action. Passion drives our entrepreneurial spirit. My focus is on how we can build an even more efficient and innovative organization. By meeting customer needs, nurturing our talent, and making each other successful, we have what it takes. I wanna thank our coworkers for their commitment, as well as the Marcoux family and Board of Directors for their guidance. None of our accomplishments would be possible, of course, without the loyalty of our customers and their willingness to partner with us on their business challenges and aspirations. Finally, the entire executive team expresses its gratitude for the support of our shareholders.

I am fully confident in our ability to grow profitably and responsibly, making products which make us proud. I now turn the meeting over to our Chief Financial Officer, Donald LeCavalier.

Donald LeCavalier
EVP and CFO, Transcontinental

[Non-English content] Peter. I will start with an overview of our fiscal 2022 results and will follow with our financial position. I will then move to our first quarter 2023 results, which were released earlier today, and then conclude with our outlook. Despite the challenges, revenues in 2022 increased by CAD 313 million or 11.8% to CAD 3 billion. This increase is mainly due to the pass-through of raw materials prices, the impact of our acquisitions, as well as higher volume in our main operating sectors. These factors were partially mitigated by the impact of the 53rd week in the prior fiscal year. Consolidated adjusted EBITDA was CAD 446.7 million for fiscal 2022, a decrease of 3.9% versus 2021.

This decrease was mainly due to the negative impact of the pandemic on production capacity at several plants during the first months of fiscal 2022 and the impacts of the 53rd week and the Canada Emergency Wage Subsidy, both in fiscal 2021. Our media sector had another strong year with growth in both revenues and profitability following our two acquisitions in fiscal 2022. Our consolidated EBITDA performance, combined with lower taxes, led to adjusted net earnings of CAD 2.19 per share for the year, compared to CAD 2.37 in 2021. Moving to our financial position. After significantly reducing our net debt ratio from more than 3x in 2018 to just under 2x in 2021, the ratio increased to 2.47x at the end of fiscal 2022.

The increase last year was due mainly to three elements. First, the four acquisitions completed in 2022 totaling CAD 125 million. Second, major investments in CapEx are in line with our long-term growth objectives. Third, working capital requirements are mainly related to inventory. Over the last two fiscal years, our inventory has increased by CAD 190 million due to increases in raw material prices and to additional materials secured to ensure we could supply our customers. We do expect that some of this working capital will be reversed later this year in fiscal 2023. We had a total of CAD 347 million of available liquidity at the end of the year. Our financial position is solid, with our continued ability to generate significant cash flow and no major debt maturities until 2025.

This solid position provides us with flexibility to capture future growth opportunities through strategic investments while reducing our debt. Now, moving to our results for the first quarter of fiscal 2023, released earlier today. For the first quarter of 2023, we reported an increase in consolidated revenues of CAD 16.4 million, or 2.4% versus the same period last year. This growth was driven by the impact of exchange rates and the acquisitions in our packaging and media sectors. Regarding profitability, consolidated adjusted EBITDA for the quarter was CAD 84.1 million, compared to CAD 89 million in the first quarter of fiscal 2022. This decrease was mainly due to lower volume in our printing sector, notably in retail flyer printing and distribution activities, which more than offset increased adjusted EBITDA in the packaging sector.

Financial expenses increased by CAD 6.9 million to CAD 16.7 million, mainly due to higher interest rates and exchange rates. Adjusted income tax decreased by CAD 5.8 million due to lower earnings and an effective tax rate, resulting in adjusted net earnings of CAD 0.24 per share for the quarter.

Now, to our outlook for this year. For the packaging sector, we're projecting adjusted EBIT growth for fiscal 2023 over fiscal 2022. For the printing industry, we expect volume growth in book printing and marketing at the point of sale. On the other hand, we anticipate a volume reduction in our traditional segments, combined with inflation,which should lead to a decrease in EBIT. This decrease should, however, be mitigated by the implementation of cost reduction initiatives. Thanks to our strong financial positioning and our ability to generate significant cash flow, the Board of Directors decided, despite economic conditions, to maintain dividends at CAD 0.90 per share per year. The dividend yields more than 5%, which is attractive relative to the average Canadian holdings. I thank you for your confidence. Give the floor back to Isabelle.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

Thank you so much. We're now reaching the time for questions. This is specifically for shareholders. Christine, have we received questions?

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental

Madam Chair, no questions.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental

On behalf of Transcontinental, I thank you for attending the AGM. I thank you for your attention, and we will see you next year.

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