AGM 2020

Apr 21, 2020

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 21, 2020. I will now turn the call over to Alain Bedard, Chairman of the Board, President and Chief Executive Officer of TFI International. Please go ahead, sir. 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-nineteen pandemic. In order to comply with the government decree prohibiting indoor meetings, we have asked our all shareholders to stay home and to hold 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-nineteen, 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's shoulders 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 contents of the meeting, I will ask Georgios Laguard, who is President at TFI's office in Montreal to act as Secretary. Also with the contents of the meeting, I will ask Mr. Steve Gilbert and Claire Shirin of Computershare Trust Company of Canada to act as scruiters to count the number of shareholders present or participating in this meeting and at 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. So the matters to be considered at this meeting are presentation of the 2019 financial statements of the corporation, the 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 a proxy holder, all votes other than the election of directors will be conducted by voice vote as permitted under the Canadian Business Corporations Act. I will now begin the official portion of this meeting. I call upon the scrutners to present the report on attendance, and I direct that such report be annexed to the minutes of this meeting as is scheduled. Good afternoon, Mr. Chairman, Claire Gerard and myself, Steve Gilbert, as scrutineers for the shareholders' meeting of TFI International Inc. Hereby report that there are at least 5 shareholders and or proxy holders present at this meeting, representing in person or by proxy 66,000,000 217,812 shares, being 75% of the shares issued in the outstanding of TFI International Inc. And that confirms the votes so far represented at this meeting. Thank you. Well, thank you. So the scrutineers report shows a quorum to be present. So I declare the meeting to be regularly constituted. So 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 a reading of the notice. Also with the consents of the meeting, we will dispense with a reading of the minutes of the last meeting of shareholders held in Toronto on April 23, 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 the presentation of the 2019 annual financial statements. The annual report containing the consolidated financial statements of the corporation for the fiscal year ended December 31, 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's international website. The next item of business is the election of the directors of TFI International. So I would now like to introduce the 10 candidates for the election this year. And Corporate Director Mr. Andre Berard, Corporate Director Mr. Lucien Bouchard, Partner at Davis Ward Phillips and Weinberg Mrs. Diane Jia, Consultant and Corporate Director Mr. Richard Gaye, Consultant and Corporate Director Ms. Deborah Kelly Annis, 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 FC Football Club 19 09 and President of Baerbeck Forest Products Inc. And myself, Alain Bedard, Chairman of the Board, President and Chief Executive Officer of TFI International. So I declare the meeting open for nomination and ask Jozsein Laglois to present her nomination. Thank you, Mr. Bedard. I'm Jocelyn Largois, and I'm a shareholder of TFI International and a proxy holder. I hereby nominate each of Mrs. Leslie Abbe Karam, Mr. Alain Bedard, Mr. Andre Berard, Mr. Lucine Bouchard, Mrs. Diane Giaard, Mr. Richard Guy, Mrs. Deborah Kelly Annis, Mr. Neil DeMani, Mr. Arun Nayar and Mr. Joey Staputo as Directors of TFI International Inc. To hold office until the next annual meeting of shareholders or until their successors are elected or appointed. Well, thank you. And are there any further nominations? So is there no further nomination? I declare the nomination close, and we will now vote. So because TFI International has a majority voting policy for the election of directors, we will vote by ballot in order to for the vote to be accurately compiled. Jozseien 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 scruiteners to present the results of the vote on the election of directors. Yes. Thank you, Mr. Chairman. Claire Gerard and I, as scrutineer for this meeting, hereby report that the 10 nominees receive votes ranging from 91.42 percent to 99.93% of all shares voted or withheld from voting. So all 10 candidates received a successful number of votes. Thank you. Well, thank you. So 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 Shoulders 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. So I ask 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 as 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. Thank you. So I would ask David Saperstein to second this motion. Thank you, Mr. Bedard. I am David Saperstein, and I am a shareholder of TFI International. I second the motion. Thank you, Mr. Saperstein. So all those in favor, please say, yay. Yay. All those against, please say, no. Good. So I declare the motion carried. So as we have completed the official business of the meeting, I now ask Josiane Laguard to present the motion to terminate the meeting. I move that the meeting be terminated. I second the motion. Thank you. All those in favor, say yea. Again, please say, no. So I declare the motion carried and the official portion of the meeting terminated. So the meeting is now open for questions. So operator, please proceed with the question period. Thank you. And it appears that we have no questions. I'll turn the call back to Alain Bedard for any closing remarks. Well, thank you, operator, and thank you to our shareholders for your support of TFI International in these very challenging times. So thank you all and have a great day. Ladies and gentlemen, this concludes today's conference call. You may now disconnect. Thank you.