APi Group Corporation (APG)
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AGM 2021

Jul 14, 2021

Operator

Hello, and welcome to the annual meeting of stockholders of APi Group Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Russell Becker, CEO of APi Group Corporation. Mr. Becker, the floor is yours.

Russell Becker
CEO, APi Group Corporation

Thank you. I appreciate it. Good morning, ladies and gentlemen. Welcome to the 2021 annual meeting of stockholders of APi Group Corporation. I am Russ Becker, CEO of APi Group Corporation. We are excited to be hosting our second virtual annual meeting of stockholders. We have chosen to hold a virtual annual meeting of stockholders again this year as this format allows us to be more inclusive and reach a greater number of our stockholders. In light of the ongoing COVID-19 pandemic, including the emergence of variants, we think this alternative makes sense for our stockholders. Please note that if we experience technical issues such as loss of audio or webcast connection, we ask that stockholders stand by and allow us time to try to resolve the issue and resume the meeting, or otherwise provide an update relating to the meeting.

If a technical disruption occurs that prevents us from continuing the meeting and the formal portion of the meeting has commenced but is not yet adjourned, the polls will be closed immediately. In that situation, votes received prior to the time the polls are closed will be counted. The meeting will not be reconvened, and the results will be announced publicly. Please refer to the agenda for today's meeting, which lists the order of business for the meeting and our rules of conduct for the meeting. These documents are posted on the left side of the Meeting Center page. The rules of conduct explain how we will conduct the meeting. After all agenda items have been presented, we will respond to pertinent questions on these proposals, close the polls, announce the preliminary voting results, and then adjourn the formal meeting.

If you have any pertinent questions on the proposals being presented at this meeting, please submit your questions by clicking on the message icon on the Meeting Center page and typing in the questions. At this time, I call the meeting to order. The polls are now open to vote on the following three items of business: first, the election of directors, second, the approval on an advisory basis of the compensation of the company's named executive officers, and third, the ratification of the appointment of the company's independent registered public accounting firm. If you'd like to review these proposals, you may access our proxy materials using the links on the left side of the Meeting Center page. Andrea Fike, General Counsel and Secretary of the Company, will act as Secretary of this meeting.

I would like to take this opportunity to introduce the directors and officers and other invited guests of the company who are joining us virtually today. Our directors and board co-chairs are Sir Martin Franklin and James Lillie. Our officers, in addition to myself and Andrea Fike. We are also joined by Tom Lydon, Chief Financial Officer. Jeff Hahn and Jackie Wyatt from KPMG Limited Partners as representatives of our independent registered public accounting firm. Mr. Hahn will be available to answer any appropriate questions you submit. Pursuant to the authority delegated by the board of directors, Computershare, our transfer agent, has been appointed to act as Inspector of Elections for this meeting. Most of you have already submitted your proxy to vote, and you do not need to take any further action. All proxies will be voted as directed by the stockholder signing them.

If you joined the meeting as a stockholder and you have not already voted or you wish to change your vote, you may do so now by clicking on your Cast Your Vote link on the left side of the Meeting Center page. The board of directors set May 17th, 2021, as the record date to determine stockholders entitled to notice of and to vote at this stockholders' meeting. A list of stockholders as of that date is available for inspection by stockholders using the stockholder list link found on the left side of the Meeting Center page. A duplicate list has been on file at the principal place of business of the company for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period during normal business hours.

The Secretary will present the affidavit of distribution of the notice of annual meeting of stockholders together with the related proxy materials and report on the existence of a quorum for the meeting.

Andrea Fike
General Counsel and Secretary, APi Group Corporation

Mr. Becker, I present the affidavit of mailing of Computershare, which states that the notice of internet availability of proxy materials was mailed to stockholders of record as of close of business on May 17th, 2021, the record date for stockholders entitled to notice of and to vote at this meeting. In addition, I have been advised by the Inspector of Elections that a majority of the company's issued and outstanding shares entitled to vote is represented in person or by proxy at today's meeting. Since the majority of the company's shares is represented here today, a quorum is present. The meeting is duly constituted, and the business of the meeting may proceed.

Russell Becker
CEO, APi Group Corporation

Thank you, Ms. Fike. The report of the Secretary on the existence of a quorum is accepted. I direct that the affidavit of mailing be made part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called. I will now present the order of business, which is the stockholders' vote on the proposals presented by the board of directors for this meeting. This year's proposals are as follows. Proposal number one is the election of nine directors. The directors elected today will hold office until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified. The nominees are as follows: Sir Martin Franklin, James Lillie, Ian Ashken, Russell Becker, Anthony Malkin, Thomas Milroy, Lord Paul Myners, Cyrus Walker, and Carrie Wheeler.

The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The board of directors recommends a vote for each of the nominees. Proposal number two is to approve the compensation of the company's named executive officers. This proposal is a non-binding advisory vote. The executive compensation of the named executive officers is discussed in the company's proxy statement pursuant to the SEC's compensation disclosure rules. The board of directors recommends a vote for this proposal. Proposal number three is the ratification of the appointment by the board of directors of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2021. The board of directors recommends a vote for this proposal.

At this time, I would like to open the meeting to questions on the proposals. As a reminder, please submit your questions by clicking on the message icon on the Meeting Center page. We will address questions on the proposals in the order in which the proposals were presented. Please refer to the rules of conduct for information regarding the question-and-answer session. At this time, we will pause for a few moments to look for any questions that may be submitted. The Secretary will read the questions submitted by the stockholders on the proposals, and she and I will respond to those questions.

Andrea Fike
General Counsel and Secretary, APi Group Corporation

Mr. Becker, no pertinent questions have been submitted.

Russell Becker
CEO, APi Group Corporation

Thank you. Because no further business is scheduled to come before the stockholders, we will now move on to the voting on the proposals. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on May 17th, 2021. Each holder of Series A preferred stock is entitled to one vote for each share of Series A preferred stock held of record at the close of business on May 17th, 2021. As a reminder, if you joined as a stockholder and you have not already voted or you wish to change your vote, you may do so now by clicking on the Cast Your Vote link on the left side of the Meeting center page. I'll pause to allow any additional online voting.

I declare the polls for each matter voted upon at this meeting closed at 8:40 A.M. Central Standard Time today, July 14th, 2021, and direct the Inspector of Elections to tabulate the votes. At this point, the votes have been counted, and we will now report on the preliminary results of the matters voted upon today. I now ask Ms. Fike to please report the preliminary results of voting.

Andrea Fike
General Counsel and Secretary, APi Group Corporation

I have been advised by the Inspector of Elections that with respect to proposal number one, each of the director nominees received the number of shares voted for that exceeds the number of shares voted against, representing in each case more than a majority of the votes cast at the meeting. Accordingly, each of the nominees has been elected as the director of the company to hold office until the company's 2022 annual meeting and the due election and qualification of their respective successors or such nominees' earlier death, removal, or resignation. With respect to proposal number two, the Inspector of Elections has advised me that a majority of the votes cast have been voted in favor of the approval on an advisory basis of the compensation of the company's named executive officers.

Based on these results, the compensation of the company's named executive officers has been approved on an advisory basis. With respect to proposal number three, the Inspector of Elections has advised me that a majority of the votes cast have been voted in favor of ratifying the appointment of KPMG LLP. Based on these results, the appointment of KPMG has been ratified. That concludes the report of preliminary voting. The Inspector of Elections will furnish a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting. The final results of the meeting will be filed with the SEC on a Form 8-K.

Russell Becker
CEO, APi Group Corporation

I want to thank all of you for attending today's meeting virtually and for your continuing support of APi Group Corporation. The meeting is now adjourned. Thank you all for attending today's meeting.

Operator

This concludes the meeting. You may now disconnect.

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