Good afternoon, ladies and gentlemen. Thank you for standing by and welcome to TFI International's 2026 annual meeting of shareholders. At this time, all participants are in a listen-only mode. I would like to remind everyone that this call is being recorded on Monday, April 27th, 2026. I would now like to turn over the call to Mr. Alain Bédard, Chairman of the Board, President, and Chief Executive Officer of TFI International. Please go ahead, sir.
Well, thank you, and good afternoon, ladies and gentlemen. Welcome to the 2026 annual meeting of the shareholders of TFI International. Participation at this meeting by myself, the scrutineers, and certain proxy holders is being done remotely, so we are making this meeting available by phone. We have therefore asked all shareholders to vote by proxy prior to the meeting, which many of you have done, and we thank you for doing so. At the conclusion of the official business, shareholders will be able to ask questions by following the instruction from the operator. I will act as chairman of the meeting, and with the consent of the meeting, I'll ask Josiane Langlois, who is present at TFI's head office in Montreal to act as secretary.
Also, with the consent of the meeting, I'll now ask Steven Gilbert and Vlad Delibasa of Computershare Trust Company of Canada to act as scrutineers for the meetings, tabulate the number of shareholders and the number of shares represented at this meeting in person or by proxy, and report 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 people to make and second the various motions. The matters to be considered at these meetings are the presentation of the 2025 annual financial statements of TFI International, the election of the directors for the upcoming year, the appointment of the auditors, and a non-binding advisory vote approving the compensation of the named executive officers of TFI, commonly known as Say on Pay. The election of the directors will be held by ballot.
All other votes at this meeting will be conducted by voice vote, by voice vote as permitted by the Canada Business Corporations Act, unless a ballot is requested by a registered shareholder or proxy holder. I will now begin the official portion of this meeting, starting with the scrutineers' report. I call upon the scrutineers to present their report on the attendance, and I direct that such report be annexed to the minutes of this meeting as scheduled.
Mr. Chairman, we, the scrutineers of Computershare Trust Company of Canada, hereby report that there are at least two shareholders or proxy holders present representing 65,853,128 shares or 80.13% of the 82,186,031 outstanding shares of TFI International Inc. as of March 18th, 2026. We will hand in a report signed by both scrutineers after this meeting.
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 either been mailed or made available electronically to all the shareholders of TFI and to its auditor. With the consent of the meeting, we 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 on April 23rd, 2025. I direct that such minutes be taken as read and approved, and that they be signed as being correct. Now, the first item on the agenda is the presentation of TFI International 2025 audited annual financial statements.
The annual report containing the consolidated financial statement of TFI International for the fiscal year ended December 31st, 2025, and the auditor's report thereon have been mailed to shareholders who requested them. They are also available electronically on SEDAR+ and EDGAR, as well as on the TFI International website. The next item of business is the election of the director of TFI International. I would now like to introduce the nine candidates for election this year, and they are Leslie Abi-Karam, William T. England, Diane Giard, Debra Kelly-Ennis, Sébastien Martel, John M. Pratt, Joey Saputo, and Rosemary Turner, and myself, Alain Bédard. I declare the meeting open for nomination and ask Josiane Langlois to present her nominations.
Good afternoon. I'm Josiane Langlois, and a proxy holder of TFI International. I hereby nominate each of Leslie Abi-Karam, Alain Bédard, William T. England, Diane Giard, Debra Kelly-Ennis, Sébastien Martel, John Pratt, Joey Saputo, and Rosemary Turner as directors of TFI International Inc. to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
Thank you. Are there any further nominations? As there are no further nomination, I declare the nomination closed. In order to comply with the Canada Business Corporations Act, the votes are being conducted by ballot so that they are accurately compiled. As all ballots were signed and submitted by proxy holder and tabulated by the scrutineer prior to this meeting, I now call on the scrutineers to present the results of the vote on the election of directors.
Mr. Chairman, we hereby report that the nine nominees received votes in favor ranging from 88%-99% of all shares voted at this meeting.
Well, thank you. Based on those results, I declare that the nine nominees have been elected as director of TFI International to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. TFI will issue a press release announcing the results and file a detailed report of voting results on SEDAR, on SEDAR+ and EDGAR shortly after this meeting. The next item of business is the appointment of the auditors of TFI International, and I ask David Saperstein to present a motion.
Thank you, Mr. Bédard. I'm David Saperstein, and I am a proxy holder of TFI International. Be it resolved that Deloitte LLP be and they are hereby appointed auditor 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. The directors be and they are hereby authorized to fix such remuneration.
Thank you. So, I now ask Ms. Josiane Langlois to second the motion.
I second the motion.
Okay. All those in favor, please say yes.
Yes.
Yes.
Yes.
All those against, please say no. Thank you. So, I declare the motion carried. The next item of business is a non-binding advisory vote on executive compensation or Say on Pay, as set out in our management information circular dated March 13, 2026. We now ask Josiane Langlois to present the motion set out in our management information circular.
Be it resolved that on an advisory basis and not to diminish the role and responsibilities of the board of directors, that shareholders approve the compensation of the corporation's named executive officers as disclosed in the management information circular dated March 13, 2026, including the section Compensation Discussion and Analysis, the accompanying compensation tables and the relative, related narrative disclosure.
Thank you. I will now ask David Saperstein to second the motion.
I second the motion.
All those in favor, please say yes.
Yes.
Yes.
All those against, please say no. I declare the motion carried, and we thank all shareholders who voted. As we have completed the official business of the meeting, I now ask for a motion to terminate the meeting.
I move that the meeting be terminated.
I second the motion.
Thank you. All those in favor, please say yes.
Yes.
Yes.
Thank you. All those against, please say no. Okay, thank you. So, I declare the motion carried, and the official portion of the meeting is now terminated. The meeting is now open for questions. Operator, please proceed with the question period.
Thank you. Ladies and gentlemen. To ask a question, you will need to press star one on your telephone. Again, that's star one to ask a question. You'll hear a confirmation tone. Please stand by while we compile the Q&A roster. Thank you. Our first question comes from the line of Rosa van den Beemt with Trottier Family Foundation. Please proceed.
Thank you for the opportunity to ask a question. I'm Rosa van den Beemt. I represent the Trottier Family Foundation, an investor in TFI through direct shareholdings and external fund managers. And my question today is around transition planning and related investor disclosures. Right now we're seeing the war in Iran is expected to have a lasting impact on spiking oil prices. At the same time, global EV adoption is advancing rapidly, with the newest heavy duty electric trucks now able to travel long distances on a single battery charge. The International Energy Agency reports that EV adoption will be faster than previously predicted. How is TFI planning for this inevitable transition across its portfolio?
And, as your proxy circular shows that the board reviewed climate risk reporting in December. What is your timeline for sharing with investors how the board and management considers and is preparing for such material risks and opportunities? Thank you.
Okay. Well.
Yes. Well, thank you.
You know, excuse me, David, but I'll let you go, David, for the second, okay, question, from the shareholder. Maybe on the first one, I may add something. Please. Thank you.
Yeah, sure. As it relates to the second question, which is around our communication, we are going to communicate in line with all of the regulations and the kind of rules around that. The only one that has been in discussion has been the one in California, the SB 261, which has then been challenged in the U.S. Court of Appeals. That passed and there was no disclosure required. SB 253 is still in effect, and we are preparing to disclose Scope 1 and Scope 2 emissions when it becomes due in Q3 this year.
Well, thank you, David. If I may add, on the first part of your question, where do we stand with you know EVs on the power of trucks versus the diesel that we're using? What we have to understand is, you know, with EVs there's a few issues. Issue number one is the weight. Because the truck is so heavy versus a diesel and you know the number of pounds that you're allowed to go on the road, depending on the states or the province. There's a handicap when you use an EV. It's a transition. For sure everybody's gonna go, it seems, to EV, but now when we talk to the OEM, the discussion is more like a hybrid model.
If you see what's going on with the cars, at first they came with 100% EVs. That was the way to go, with Tesla and others. Now, some of the manufacturers are proposing more of an EV solution, I mean, a hybrid solution with EV and gas, gasoline, right? On the truck side, when we talk to the OEMs, and we know a lot, we have lots of discussions with the OEMs because we move about 70% of all the trucks that are being sold in North America. We are, like, exclusive haulers for PACCAR and DTNA, Daimler Trucks. We know that these guys are looking at another hybrid solution, which is hydrogen, okay?
But all this is dependent on how easy is it to get the energy, okay, to charge your trucks or to get the hydrogen. Problem number one is weight. Problem number two is the distribution network, so the charging network. We are in discussion with Tesla because Tesla will start producing a maximum of 50,000 trucks a year when they are at full capacity. When we talk to those guys, they say they're gonna be coming out with a very fast charging station, which is an issue, because if you have to use your trucks 20 hours a day, to recharge your truck, if it takes 18 hours, then you're in trouble, right? It's all an evolution, okay, of 100% diesel to slowly moving towards a different solution. But that will take time.
Problem number two is the distribution network of the energy, which on diesel it's easy. On EVs or maybe another mode is not that easy, so it will take some times. Now, you have to also look at your P&D operation in a city versus your line haul operation. Line haul operation, you're tied up with the distribution network, like I said, which is item number two. If you run a P&D operation, let's say in Toronto, I mean, you're back home. You leave early in the morning, you're back, let's say at 7 o'clock or 8 o'clock at night. The truck has been parked, so it's easier to charge, okay, to a certain degree, at night. Again, it's an evolution, and it takes a lot of time. That's where we're at.
We are, you know, we're big at, you know, reducing the footprint of our energy usage. This is why if I just take the example of UPS Freight. When we bought UPS Freight, they didn't control or manage the speed on the truck. They didn't control or manage the idling on the truck. They didn't manage the size of the engine versus what is necessary to really pull what is necessary to pull. Let's say you build a truck to haul 60,000 lb, but on average you haul only 40,000 lb. These are all things that we're doing now to reduce our footprint. But again, we're still at 99% diesel today. We use propane to a certain degree in some of our P&D operation in Canada, but this is small.
Thank you. Our next question comes from the line of Ayo Olatunji with CMA Impact. Please proceed.
Good afternoon, everybody, and thank you once again for the opportunity to ask a question. I'm Ayo Olatunji, speaking on behalf of CMA Impact Inc. We are equity holders and debt holders of securities in TFI International. Air pollution is responsible for around seven million premature deaths every year and is the second global risk factor for death, ahead of tobacco, poor diet, and other issues, including for children under five years. Transport contributes to about one-fifth of global particulate matter 2.5 or PM 2.5, which is one of the worst pollutants impacting the health of workers and communities. Commercial vehicles, including last mile delivery trucks and vans, emit NOx and particulate matter, both PM 2.5 and PM 10 from both exhaust and non-exhaust sources such as tire and brake wear along freight corridors, including often in densely populated areas.
Transportation logistics companies and their shareholders face a rapidly shifting regulatory risk landscape as governments and courts in other jurisdictions respond to the mounting costs of air pollution, including stricter disclosure frameworks, tightening vehicle emission standards, and expanding clean air low-emission zones. We did welcome seeing certain disclosures in your 2026 Corp overview, including around fleet modernization and efficiency, as well as was just mentioned, the use of propane in package and courier vehicles. My question this afternoon is will the board seize the opportunity for leadership by explicitly recognizing the materiality of air pollution to TFI's business and disclosing transparently on air pollutants, including PM2.5, particulate matter 2.5, that are harmful to worker and community health? Thank you.
Okay. So, I mean, I think the quick answer to that, sir, is that we respect all the different rules and we will continue to do so. Now, we live in a world today that was built around diesel or fossil fuel, and we are living with that, and we know that there's something better that will come down the road. It's an evolution thing, right? We're part of a system, us in North America, where we have peers. We are competing with those guys in the U.S. 75% of our revenue or about is derived from our activity in the U.S., so we have to live according to what is today, right? Well, we understand that we need an evolution. I've been in this business for about 30 years.
So, I could tell you one thing. 30 years ago, the average MPG on the truck was about four miles to the gallon. Today, we run on an average about eight miles to the gallon. So, the industry has changed and has improved over time. The most important thing is to deliver the freight as required by the customer in the most efficient way by reducing the number of miles between each and every stop that you have to do to deliver the freight that you have to deliver. If you're a smart operator, okay? Like our Canadian operation, you don't drive a lot of miles between each and every stop because you have a huge density. In the U.S., we're not as good. Why is that? Because five years ago, we bought UPS Freight. And UPS Freight, the density is no good.
We are working on improving that. At the same time, like I said earlier, that we've reduced idling, we've reduced the speed on the truck, et cetera, et cetera. But, to reduce our footprint, we have to deliver more or pick up more and drive less, right? This has been a goal for us, right? But, we have to understand that we live in a, in an environment, okay? And we are going through this evolution. You know, we wanna be perfect, but we have to go towards that goal. But we take our role very seriously in terms of being more efficient, reducing our footprint. I'll give you another example. I mean, when we bought UPS Freight, these guys had no control on energy on our dock. I mean, in terms of lighting, in terms of using LED lights versus the old stuff.
Now we've changed all that. Why? Because we have a goal of reducing our energy footprint, right? We are on our trucks, the sleeper trucks now. We're testing because those guys, they sleep on the truck, so they need energy, right? At night for AC or at night for heating if they are in Canada in the winter. Now we're testing batteries, lithium batteries that will replace the engine that runs on diesel when the driver needs energy for cooling or for heating. So, th is is ongoing now in the U.S. I mean, we're not sitting on our hands. I mean, we're moving ahead.
Thank you. I don't see any further questions. I'd now like to turn the call back over to Alain Bédard for any closing remarks.
Well, thank you, operator, and thank you to our shareholders for attending this meeting and for your support. This concludes our meeting. Thank you, and have a great day.
This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.