Transcontinental Inc. (TSX:TCL.A)
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At close: Apr 28, 2026
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AGM 2022

Mar 8, 2022

Operator

Welcome to Transcontinental's annual meeting of shareholders. In order to reduce risk associated with COVID-19, we've decided that our meeting would happen again virtually. Our meeting will happen in French and in English with simultaneous interpretation. If you go to the upper right-hand corner of your screen, you can also choose the English channel or the bilingual channel. On the right at the top of your screen, you'll be able to select the language that you would like to hear the meeting in fully in the language that they are spoken or in interpretation. Now, you need to be connected to Internet at the time. Only shareholders and duly appointed proxies may ask questions and vote at this meeting. On the left side of your screen, you will see how you can exercise your rights as a shareholder.

During the meeting, we invite you to refer to three tabs at the top of the screen. The Information tab will allow you to view information and instructions about the meeting, including how to ask questions and vote. The Question tab allow to ask questions via the chat. You'll be able to ask questions in the language of your choice, and we'll answer questions at the end of the meeting. Under Documents, you'll find the documents related to the annual meeting. When the voting opens, you will have another access to another tab called Voting, which will allow you to view the motions and to vote on each and every one of them. We will be voting by ballot. Before we begin, attention to the cautionary statement regarding forward-looking statements that appear on the screen.

During today's meeting, representatives of the company may, in response to remarks or responses to questions, make forward-looking statements and the materials accompanying their remarks may also contain forward-looking statements. Certain statements other than statements of historical fact are forward-looking statements that are based on certain assumptions. We'd like to emphasize that there are risks, and they may differ materially from these forward-looking statements. I now turn the floor over to Ms. Isabelle Marcoux.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Ladies and gentlemen, good day. I'm very pleased to welcome you here to our 38th annual general meeting. Believe me, I'm very happy to be here together, but we're looking forward to being in person later. I've got Peter Brues, President and CEO, Donald LeCavalier, CFO, Christine Desaulniers, CLO and Corporate Secretary. I will act as the Chair of the meeting. Ms. Desaulniers will act as the Secretary of the meeting.

I'd like to ask representatives of TSX Trust Company to act as scrutineers for the meeting. Francine Beauséjour and Isabelle Vachon have given me a report indicating that we have quorum. I therefore declare the meeting regularly convened and constituted. The scrutineers' report and other documents related to this meeting will be filed in the meeting file. The minutes from February 25, 2021, that annual general meeting are available under the Documents tab. The agenda includes the receipt of Transcontinental's consolidated financial statements for the year ended October 31, 2021, and the auditor's report thereon. A copy of these documents included in the annual report will be also tabled during the meeting. A copy of these documents included in the annual report will also be placed on file at the meeting.

The annual report, including financial statements, has been made available to shareholders in accordance with Canada Business Corporations Act, and these documents are available under the Documents tab. I would now like to ask Christine Desaulniers to explain the voting process.

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental Inc.

Only registered shareholders and duly appointed proxy holders may vote at this meeting. If you have already voted, you do not need to vote. Your votes have already been tabulated. However, any registered shareholder or duly appointed proxy holder who has not yet voted or who wishes to change his or her vote, will be able to vote directly on the live webcast platform. Voting is now available on all proposals, on all motions, and will be available throughout the formal portion of the meeting.

This means that you can vote immediately or when the motion is presented or wait until the end after the last item on the agenda has been voted on, and we have indicated that we will be closing voting in one minute. I now declare the ballots open. You should be able to see the Voting tab on the webcast platform, showing all the motions from the meeting. I'm now going to turn the floor back over to Isabelle Marcoux.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Before with the election of the corporation's director, I would like to thank Mr. François R. Roy, who has been the director of the corporation for almost 14 years. I would like to thank him warmly for his judicious advice throughout these many years. I will come back to this in my message.

Now that you have noticed, the number of candidates proposed as directors is 12, the majority of whom are independent and 42% are women. I'd also like to point out that all the nominees are already directors of Transcontinental. Indeed, during the year, Mr. Nelson Gentiletti joined the board of directors. Mr. Nelson Gentiletti has extensive experience in finance, mergers and acquisitions, operations and information technology, as well as strategic planning on a global scale. Currently, a corporate director, he was until February 2021, Chief Operating Officer and Chief Financial Officer of Loop Industries, a company dedicated to the sustainable management of PET plastic and polyester fibers. He was also CFO and Chief Development Officer of Transcontinental from 2011 to 2018, had a major impact on our transformation. Ms. Desaulniers, may I have a motion for a resolution to this effect, please?

In order to facilitate the conduct of the meeting, we ask shareholders of the company in advance to make and second certain motions. Madam Chair, we have received a motion from Mr. Mathieu Hébert, seconded by Eric Morisset, both shareholders of Transcontinental, that the following people be elected to the board of directors of Transcontinental until the next meeting or until their successors have been duly elected. 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. Thank you. The motion was duly made and seconded. We invite you to vote for the directors on an individual basis regarding this motion. The next item on our agenda is the appointment of auditors for the actual year.

The board of directors recommends the appointment of KPMG as auditors for the corporation for the fiscal year ending October 30, 2022. Ms. Desaulniers, may I have a motion for the resolution to this effect?

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental Inc.

Madam Chair, we have received a motion from Isabelle Côté, seconded by Caroline Hamel, both shareholders of Transcontinental, that KPMG LLP be appointed as auditors of the corporation for the current fiscal year, and that the board of directors of the corporation be authorized to establish their compensation.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Thank you. The motion was duly made and seconded. We invite you to vote. We have elected to hold an advisory vote on executive compensation. Our executive compensation philosophy, policies, and programs are based on the fundamental principle of linking pay to performance to align the interests of our executives with those of our shareholders. Ms. Desaulniers, may I have a motion to adopt this resolution?

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental Inc.

Madam Chair, we have a motion from Ms. Lise Watier, seconded by Mr. Charles David Mathieu-Poulin, both shareholders of Transcontinental, proposing that on an advisory basis, without diminishing the role and responsibilities of the board of directors, that shareholders accept the approach to executive compensation disclosed in the proxy circular, provided for the company's annual meeting of shareholders held on March 8, 2022. Thank you very much. The motion was duly made and seconded. We invite you now to vote. We have covered all of the issues voted on in the formal part of the meeting. Voting will close in one minute for all of these issues. If you haven't already done so, please submit your vote. We will take a short break to vote. I confirm that the ballot is now closed.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Thank you. The scrutineers confirmed the following results. All proposed directors were elected. I would like to introduce them to you. Mr. Peter Brues, President and Chief Executive Officer of Transcontinental. Ms. Jacynthe Côté, Chair of the Board of Directors of Hydro-Québec and Corporate Director. Mr. Nelson Gentiletti, Corporate Director. Mr. Yves Leduc, Corporate Director and outgoing Chief Executive Officer of Velan Inc. Ms. Nathalie Marcoux, Vice President, Finance of Capinabel. Mr. Pierre Marcoux, President of Groupe Contex. Mr. Rémy Marcoux, Founder and Director of Transcontinental. Ms. Anna Martini, Executive Vice President and Chief Financial Officer of CH Group. Mr. Mario Plourde, President and Chief Executive Officer of Cascades. Mr. Jean Raymond, Vice President of the board, Managing Director and Head of CIBC Capital Markets, Quebec, CIBC World Markets. Ms. Annie Thabet, Corporate Director and Partner of Celtis Venture Partners, and myself. Congratulations to all.

Now, KPMG's mandate was reappointed as the company's auditor for the current fiscal year, and the board of directors is duly authorized to set their compensation. The majority of votes were in favor of the approach to executive compensation, and I declare this proposal approved. A report on the final voting results will be available on SEDAR, and a press release on the final results of the election of directors will be issued. Now that we have dealt with all of the items on the agenda, I propose that we close the formal portion of our meeting before delivering my annual message, followed by speeches from Mr. Brues and Mr. LeCavalier. Therefore declare the meeting closed.

Dear shareholders, I'm delighted to welcome you to our annual meeting to look back on the year and talk about our future. This, our 2021 annual report, Building a Sustainable Future, reflects who we have been since our creation 46 years ago. Builders committed to a sustainable future. A sustainable future. For us and for the company, for our employees, our customers, our shareholders, and for the society in which we live, this is important. A deep motivation for me, and more than ever, I'm confident in our ability to act in a sustainable manner. Let me talk a little bit about our operations. Once again, in 2021 our three business segments achieved excellent operational performance. In our packaging business, the main driver of our long-term growth, we continue to meet growing demand for our products and to support our customers in their sustainability journey.

In the printing sector, our culture of operational excellence continues to set us apart, and the profile of our growth business, including state-of-the-art marketing and books continues to increase. The media sector has had an exceptional year, both in terms of revenues and profitability. Our position as a publisher of French language educational books is enviable. With our successful transformation, I am convinced that our company is well-positioned for the future. Our balance sheet is strong, our strategy is proven, and we have a team to execute it. Now, let's turn to a topic that is close to my heart, that of our progress in social responsibility, which is incidentally closely linked to our financial performance. With environmental, social, and economic challenges that we face today, I believe that one cannot exist without the other.

Like performance, social responsibility has been in Transcontinental's DNA since it was founded by Rémi Marcoux in 1976, and who is still very much with us. Last June, we shared our achievements in our annual social responsibility progress report, and I'm proud of our progress. We are now preparing our 2022-2025 plan based on the results of consultation with all our stakeholders. This will help us focus on the most important issues. Our efforts have been recognized. For example, last January, we were ranked 16th on the Corporate Knights list of the 100 most responsible companies in the world. For me, social responsibility is about innovation, commitment to our communities and diversity and inclusion. It is through innovation that we are taking a leadership role in eco-design of packaging products and accelerating the circular economy of plastics.

In fact, in our Montreal plant, we manufacture recycled resins that we integrate into our products, including the Publisac. Furthermore, they need us, and we are answering the call. In 2021, I gave the green light to our support for the Québec government's COVID-19 vaccination campaign. In collaboration with Énergir, we set up a vaccination center in the east end of Montreal for the local population, our employees and their families. Nearly 30,000 people were vaccinated there. At the beginning of 2022, we set up a mobile vaccination clinic to offer the third dose to our employees and their families. Every action counts, and we're doing more and more year after year. Once again, this year, we faithfully support the vital work of the United Way with donations totaling over CAD 40,000.

As honorary president of Centraide's Major Donors Circle, I am all the more proud of the generosity of the Marcoux family, our directors, officers, and employees. Thank you. Another pillar of our social responsibility and our corporate responsibility is diversity and inclusion, a subject that is particularly close to my heart. I firmly believe that diversity leads to better performance, greater attraction and retention of talent, and is a competitive advantage. There is no doubt in my mind that in order to achieve their full potential, our employees must be able to feel safe and accept who they are. Our approach is systematic, with specific measurable goals that deliver results. Our 21 objectives have been met, exceeded in all our sectors. In fact, Transcontinental was one of the winners of The Globe and Mail's annual Women Lead Here Award for 2021.

Over the past few years, we have put in place a robust gender diversity program that includes leadership development, recruitment, and female talent management programs. As of 2019, our diversity goals are also part of our executive compensation. While our board has five women on it, 33% of women now hold executive and management positions at Transcontinental, up from 24% in 2013. I'm also proud that we recently launched the second cohort executive committee members of our promising female talent. Just as gender, race, and sexual orientation are an opportunity to reaffirm that all our employees are welcome at Transcontinental. We decided to expand our diversity and inclusion program to include ethnic and LGBTQ+ diversity. Finally, in September, we announced an important change with the arrival of Peter Brues as President and Chief Executive Officer.

We owe a great deal to François Olivier after 28 years with Transcontinental, the last 13 years as president. I would like to thank him for and acknowledge him for all of his work, remarkable career of strategic and significant accomplishments, and his invaluable contribution to our growth and transformation. Peter knows Transcontinental well as a member of our board since 2018. I am confident that his extensive business experience, his expertise in manufacturing, and more specifically in the packaging sector, his strategic thinking as well as everything that he has been able to do, that will allow us to continue working in support of manufacturing and packaging. I thank all of our colleagues, both in facilities and on our management team for their commitment, support, and quality of work.

I'd also like to thank members of the Marcoux family for their support and the members of our board of directors. Their expertise and wise counsel ensure that we have strong governance. The three committees of the board, composed of independent directors, do a serious and rigorous job as well. I am also very grateful towards François Roy, who is leaving after having served on the board for 14 years. Recognized for his great rigor, his contribution has been invaluable during all these years, both on the board and on the audit committee. Thank you, François. Finally, thanks to you, our shareholders, for your trust and loyalty. We all dream of a sustainable future, and together we will build. I now hand the floor over to Peter.

Peter Brues
President and CEO, Transcontinental Inc.

Thank you, Isabelle. First of all, I'd like to point out two significant elements about you.

Ten years ago, at our annual meeting, Rémi Marcoux passed the torch to you as chairman of the board. I'd like to take advantage of this anniversary to highlight your exceptional work during this decade marked by the successful transformation of the company at a pivotal moment in its history. At the same time, you have been and continue to be a champion of our values and our social responsibility. The advances that you have just mentioned are clear and are based on results. You are also a great philanthropist who believes strongly in giving back to society by helping the most vulnerable, and you are intensely committed to this. I congratulate you on the well-deserved award you received from Centraide United Way in December. The Michèle Thibodeau-DeGuire Award that you received recognizes your exceptional role as a volunteer, and you have done that for many years.

Congratulations for your commitment. Since joining the board of TC in 2018, I've been able to appreciate the effort and passion that goes into a successful company with a strong culture and an entrepreneurial spirit. I've also had the privilege of working with our founder, Rémi Marcoux. His leadership is inspiring. He instills in us the pride that comes from great achievements and a humility that leads us to recognize the importance of always improving. Thank you, Rémi. You have all my respect and admiration for everything you have accomplished. I've also seen TC Transcontinental become a more diversified company with its strong packaging sector and the development of growth activities in the printing and media sectors. I've been here now for three months, and I can tell you that I'm proud to be part of such an organization, and I'm excited about the opportunities that lie ahead.

I'm grateful to the Marcoux family and the board of directors for their confidence. Since the beginning of November, I've had the opportunity to spend time with my colleagues, customers, and shareholders. I've seen how competent our people are and how much they care about the success of their colleagues and our customers. As for our clients, they appreciate that TC be an organization that is constantly seeking new ways to support their success. All of these discussions have given me food for thought around what it takes to build an even stronger company.

Over the past 3 years, I've been part of the board team that approved the company's strategy. As CEO, I'm convinced that TC's strategy is the right one. The work TC has done to attract top talent to run the flexible packaging business and to lead our R&D organization has positioned us to take advantage of our opportunity to transform this industry. Having been part of the flexible packaging industry for the last 25 years, I can tell you that for a long time, industry participants were convinced that there wasn't a more sustainable package. Compared to any other substrate, glass, corrugated, rigid plastic or metal cans, a flexible package's carbon footprint is significantly lower. Compared to the contents the flexible package protects and keeps fresh, whether we protect pet food, cheese, detergent pods, or carbonated soft drinks, the carbon footprint of a flexible package is significantly lower.

We relied on these enormous benefits to ignore our weakness. Our packaging is not recycled, and that is our opportunity, leading the industry's development of fully recyclable solutions, and in doing so reestablishing flexibles as the most sustainable choice of package. Demonstrating our commitment to this goal, TC was the first Canadian-based manufacturer to join the Ellen MacArthur Foundation's New Plastics Economy initiative, an initiative in which members commit to ambitious 2025 targets that support a circular economy for plastics. Given many of our clients have also made this commitment, there is a significant customer pull for flexible packaging solutions that are reusable, recyclable or compostable. A recent example is our launch of a sustainable product for the beverage industry. Supported by our recycling operation, we have commercialized a shrink film containing 50% post-consumer recycled content.

TC is one of only two suppliers, the other being in Europe, capable of supplying a sustainable product that meets our customers' stringent requirements, whether they be quality, strength, or machinability. I'm excited by the quality of our R&D team and our organizational willingness to make the investments necessary to lead this resurgence. Whether it be creating fully recyclable, compostable or packaging with recycled content, there is a massive opportunity to create value for our customers and shareholders, and we are determined to lead. When I joined the board, I perceived our print business in the same way as many of our investors. The Canadian newspaper and flyer print leader, whose cash flows support TC's growth aspirations in our packaging business.

It is true that the cash generated by this business in the past and the cash it will continue to generate for years to come positions TC to support significant growth, whether organic or through acquisition. Having spent time with the team and customers, I don't see growth limited to packaging. Despite having a leadership position, Canadian newspaper and flyer print can still grow. For example, there are newspaper operators that continue to print their own newspapers. With our scale and manufacturing efficiencies, there are opportunities to create further value for these operators and for TC. We need to challenge ourselves to grow. When I think of the number of segments in which we participate and the work the team has done to generate growth, I'm not sure that the name print correctly describes today's business. Today's print includes an in-store marketing business.

The team has gone from identifying an opportunity to creating Canada's leader in point of purchase selling and growing organically at 10% per annum. A leadership position in the production of record jackets growing at 6%. A significant position in the production of North American comic books, growing at 8%. A significant position in the production of coffee table books, growing at 12%. We have a strong media business, which is the Canadian leader in creating French language education content from elementary to university students. We are much more than a strong newspaper and flyer printing business. We're a business that provides solutions to a number of customers, and we are positioned to grow.

Finally, a few words with regards to our first quarter results announced this morning. While I am proud of our work with our customers to ensure continuity of supply and with our colleagues to protect their health and safety, our financial results for the quarter did not meet our expectations. The spread of the Omicron variant caused significant operational disruptions that affected our availability and our ability to effectively manage our business, and combined with inflationary pressures, it affected our profitability. Despite a difficult first quarter, I remain confident about our progress in all our businesses and excited about our strategic opportunities. In closing, I would like to thank all our teams for their commitment, our clients for their loyalty, and our shareholders for their confidence.

I would also like to thank the members of the board of directors for their valuable advice and support. I continue to appreciate all of the advice the board of directors supplies. I would now like to turn the floor over to Donald.

Donald LeCavalier
CFO, Transcontinental Inc.

Thank you, Peter, and good afternoon to all. For the full year, despite the challenges.

I will start with an overview of our annual results. I will then move to our first quarter 2022 results, which were released earlier today. I will follow with an overview of our financial position and conclude with our outlook. Revenues in 2021 increased by CAD 69.4 million or 2.7% to more than CAD 2.6 billion. In the Packaging sector, this increase is mainly due to the pass-through of higher resin prices and organic growth of close to 2%. In the Printing sector, the increase is due to growth in the in-store marketing vertical, both from our existing business and from our acquisitions. Our Media sector had an exceptional year with high single-digit growth in both revenues and profitability when excluding the Canada Emergency Wage Subsidy received in 2020.

Consolidated adjusted EBITDA stood at CAD 454.9 million for the year, a decrease of 8.9% versus 2020. The decrease was mainly due to the lag in passing along resin price increases in our packaging sector and to lower wage subsidies in our printing sector. Excluding these two items, which total over CAD 70 million, consolidated adjusted EBITDA will have grown by about CAD 30 million compared to fiscal year 2020. Our consolidated EBITDA performance, combined with lower interest expenses and taxes, led to adjusted net earnings of CAD 2.37 per share for the year, compared to CAD 2.61 in 2020. Now moving to our results for the first quarter of fiscal 2022, released earlier today.

Consolidated revenues for the first quarter of fiscal 2022 stood at CAD 690 million, an increase of 11% versus the same quarter last year. The revenue growth was driven by the pass-through of higher resin prices and by the acquisition of H.S. Crocker in the packaging sector and BGI Retail in our print sector. In addition, we saw organic growth in all three sectors. On the profitability front, it was a challenging quarter and the financial results did not meet expectations. Consolidated EBITDA was at CAD 89 million for the quarter, compared to CAD 108 million for the same quarter last year. About half of the difference is due to the wage subsidies received in Q1 last year.

The balance is mainly due to the significant operational disruption related to the Omicron variant and the impacts of higher costs from inflationary pressures, especially in our packaging sector. Financial expenses decreased slightly from lower net debt this quarter compared to last year. The tax rate was at 24.3%, which led to an adjusted net earnings of CAD 0.35 per share for the quarter. Moving to our financial position. Over the last three years, we generated significant cash flow from operations, which we used mainly to reimburse debt. This important reduction in our long-term debt contributed to reducing our interest expense and lowering our net debt ratio to below 2x at the end of fiscal 2021, compared to more than 3x at the end of fiscal 2018. Financial markets have recognized our effort in deleveraging.

The markets have demonstrated confidence in us with two successful private offerings of debt in the last 12 months. These offerings total CAD 450 million and were negotiated at very attractive rates. The funds raised allowed us to repay existing debt, extending our maturities. Beyond debt reduction, we also use cash flow to invest in CapEx and to distribute dividends. We have a total of over CAD 350 million of available liquidity at the end of the first quarter of 2022. This solid financial position and our ability to generate predictable cash flow provide us with flexibility to capture future growth opportunities through capital expenditures and targeted acquisitions.

With regards to 2022, we continue to expect revenue and adjusted operating income growth in our two core businesses, including amounts related to the wage subsidy and the effect of the 53rd week on fiscal 2021. In the packaging sector, this growth will come from new production equipment, the signing of new contracts, and the addition of new products on the market. In the printing sector, profit growth will come from the recovery in post-COVID printing volumes from our point of sale marketing and other growth activities. Now, a word about the dividend. The board of directors has decided to maintain the dividend at CAD 0.90 per share this year. This decision is based on the uncertainty caused by the economic and geopolitical context and the risks that the pandemic continues to represent.

The dividend represents approximately 4.5%, making TC absolutely essential as the one of the Canadian dividend stocks. Specifically, since we consider the significant portion of our cash flow for debt repayment and long-term growth. In conclusion, we will continue to generate strong cash flows to continue investing in our businesses with the best long-term prospects. I now thank you for your confidence, and I turn this back over to Isabelle Marcoux.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Thank you very much. We are now at the question period. This is question period for shareholders only. Ms. Desaulniers, do we have any questions?

Christine Desaulniers
Chief Legal Officer and Corporate Secretary, Transcontinental Inc.

Ms. Chair, we have no questions.

Isabelle Marcoux
Executive Chair of the Board, Transcontinental Inc.

Thank you very much. In closing, I hope to all of us that we will be able to remain in health and safety. On behalf of the company, Transcontinental, I would like to thank you for attending this meeting. I thank you for your attention, and I look forward to seeing you next year.

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