TFI International Inc. (TSX:TFII)
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Sep 18, 2026, 4:00 PM EST
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AGM 2020

Apr 21, 2020

Operator

Good afternoon, ladies and gentlemen. Thank you for standing by, and welcome to TFI International's 2020 Annual Meeting. At this time, all participants are in a listen-only mode. I would like to remind everyone that this conference call is being recorded on Tuesday, April 21st, 2020. I will now turn the call over to Alain Bédard, Chairman of the Board, President, and Chief Executive Officer of TFI International. Please go ahead, sir.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Well, thank you operator, and good afternoon, ladies and gentlemen. Welcome to the TFI International 2020 annual meeting. As you can see, we're doing things differently this year in light of the COVID-19 pandemic. In order to comply with the government decree prohibiting indoor meetings, we have asked all shareholders to stay home and to vote by proxy prior to the meeting, which many of you have done. We have taken measures to conduct this meeting in full compliance with the government decrees relating to the COVID-19, including remote participation by myself, by the scrutineers for the meetings, and others. We are therefore making this meeting available by telephone. Shareholders will be able to ask questions in a few minutes after we have conducted the official business of the meeting.

In order to ask your question, please follow the instruction from the conference call operator at the conclusion of the official business. I know TFI shareholders appreciate why we are doing things differently this year, and I thank you for your understanding. We will now start the meeting, and I will ask, as chairman of the meeting, and with the consent of the meeting, I will ask Josiane Langlois, who is President at TFI at office in Montreal, to act as secretary. Also, with the consent of the meeting, I will ask Mr. Steve Gilbert and Claire Girard of Computershare Trust Company of Canada to act as scrutineers to count the number of shareholders present or participating in this meeting, and that the numbers of shares represent at this meeting, in person or by proxy, and to report thereon to me as chairman of the meeting.

There are several routine matters to be dealt with at this meeting. To expedite matters, I've arranged for certain shareholders to make and second the various motion on these matters. The matters to be considered at these meetings are presentation of the 2019 financial statements of the corporation, election of the directors, and the appointment of auditors. Based on the proxy forms submitted prior to this meeting, unless a ballot is requested by a shareholder or proxy holder, all votes other than the election of directors will be conducted by voice vote as permitted under the Canada Business Corporations Act. I will now begin the official portion of this meeting. I call upon the scrutineers to present the report on attendance, and I direct that such report be annexed to the minutes of this meeting as a schedule.

Steve Gilbert
Scrutineer, Computershare Trust Company

Good afternoon, Mr. Chairman. Claire Girard and myself, Steve Gilbert, as scrutineers for the shareholders' meeting of TFI International Inc., hereby report that there are at least five shareholders and/or proxy holders present at this meeting, representing in person or by proxy 66,217,812 shares, being 75% of the shares issued and outstanding of TFI International Inc. That confirms the votes so far represented at this meeting. Thank you.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Well, thank you. The scrutineers report shows a quorum to be present, so I declare the meeting to be regularly constituted. The notice calling this meeting and accompanying documents have been mailed or made available electronically to all the shareholders of the corporation and to the corporation's auditors. With the consent of the meeting, I will dispense with the reading of the notice. Also, with the consent of the meeting, we will dispense with the reading of the minutes of the last meeting of shareholders held in Toronto on April 23rd, 2019, and I direct that such minutes be taken and read as approved and that they be signed as being correct. The first item on the agenda is a presentation of the 2019 annual financial statements.

The annual report containing the consolidated financial statements of the corporation for the fiscal year ended December 31st, 2019, and the auditors' report thereon have been mailed to shareholders who requested them. They are also available electronically on SEDAR and EDGAR and on TFI International's website. The next item of business is the election of the directors of TFI International. I would now like to introduce the 10 candidates for the election this year. Mrs. Leslie Abi-Karam, Independent Advisor and Corporate Director. Mr. André Bérard, Corporate Director. Mr. Lucien Bouchard, Partner at Davies Ward Phillips & Vineberg. Mrs. Diane Giard, Consultant and Corporate Director. Mr. Richard Guay, Consultant and Corporate Director. Mrs. Debra Kelly-Ennis, Consultant and Corporate Director. Mr. Neil D. Manning, Corporate Director. Mr. Arun Nayar, Consultant and Corporate Director.

Mr. Joey Saputo, Chairman of the Montreal Impact and Saputo Stadium, Chairman of the Bologna F.C. 1909, and President of Arbec Forest Products Inc. Myself, Alain Bédard, Chairman of the Board, President, and Chief Executive Officer of TFI International. I declare the meeting open for nomination and ask Josiane Langlois to present her nomination.

Josiane Langlois
VP, Legal Affairs, and Corporate Secretary, TFI International

Thank you, Mr. Bédard. I'm Josiane Langlois, and I am a shareholder of TFI International and a proxy holder. I hereby nominate each of Mrs. Leslie Abi-Karam, Mr. Alain Bédard, Mr. André Bérard, Mr. Lucien Bouchard, Mrs. Diane Giard, Mr. Richard Guay, Mrs. Debra Kelly-Ennis, Mr. Neil D. Manning, Mr. Arun Nayar, and Mr. Joey Saputo as directors of TFI International Inc. to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Well, thank you. Are there any further nominations? I declare the nominations closed, and we will now vote. Because TFI International has a majority voting policy for the election of directors, we will vote by ballot in order for the vote to be accurately compiled. Josiane and I have already signed ballots in our capacity as proxy holder, and those present at the TFI office in Montreal submitted their ballots prior to the meeting. As all the ballots have been submitted and tabulated, I now call upon the scrutineers to present the results of the vote on the election of directors.

Steve Gilbert
Scrutineer, Computershare Trust Company

Yes. Thank you, Mr. Chairman. Claire Girard and I, as Scrutineer for this meeting, hereby report that the 10 nominees received votes ranging from 91.42%-99.93% of all shares voted or withheld from voting. All 10 candidates received a successful number of votes. Thank you.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Well, thank you. Based on these results, I declare that the 10 nomination have been elected as directors of TFI International to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. TFI International will issue a press release announcing the results and file a detailed report of voting results on SEDAR and EDGAR shortly after this meeting. The next item of business is the appointment of the auditors of TFI International, I ask Josiane Langlois to present her motion.

Josiane Langlois
VP, Legal Affairs, and Corporate Secretary, TFI International

Thank you. Be it resolved that KPMG LLP be, and they are hereby appointed auditors of TFI International Inc. to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors of TFI International Inc., and the directors be, and they are hereby authorized to fix such remuneration.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Thank you. I would ask David Saperstein to second this motion.

David Saperstein
CFO, TFI International

Thank you, Mr. Bédard. I am David Saperstein, and I am a shareholder of TFI International. I second the motion.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Thank you, Mr. Saperstein. All those in favor, please say yay.

Josiane Langlois
VP, Legal Affairs, and Corporate Secretary, TFI International

Yay.

David Saperstein
CFO, TFI International

Yay.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

All those against, please say no. Good. I declare the motion carried. As we have completed the official business of the meeting, I now ask Josiane Langlois to present the motion to terminate the meeting.

Josiane Langlois
VP, Legal Affairs, and Corporate Secretary, TFI International

I move that the meeting be terminated.

David Saperstein
CFO, TFI International

I second the motion.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Thank you. All those in favor say yay.

Josiane Langlois
VP, Legal Affairs, and Corporate Secretary, TFI International

Yay.

David Saperstein
CFO, TFI International

Yay.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Against, please say no. I declare the motion carried and the official portion of the meeting terminated. The meeting is now open for questions. Operator, please proceed with the question period.

Operator

Thank you. Ladies and gentlemen, to ask a question, you need to press star then one on your telephone, and to withdraw your question, press the pound or hash key. Again, that's star one to ask a question. Please stand by while we compile the Q&A roster. Once again, please press star one on your telephone if you'd like to ask a question. It appears that we have no questions. I'll turn the call back to Alain Bédard for any closing remarks.

Alain Bédard
Chairman of the Board, President, and CEO, TFI International

Well, thank you, operator, and thank you to our shareholders for your support of TFI International in these very challenging times. Thank you all, and have a great day.

Operator

Ladies and gentlemen, this concludes today's conference call. You may now disconnect. Thank you.