Andrew Peller Limited (ADWA) Earnings Call Transcript

Hello, and welcome to the Special Meeting of Shareholders of Andrew Peller Limited. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose press information, you will be deemed to consent to the recording, transfer and you sustain. During the meeting, we'll have a question-and-answer session. [Operator Instructions]. It is now my pleasure to turn today's meeting over to Bruce McDonald, Chairman of Andrew Peller Limited. Mr. McDonald, the floor is yours.

Thank you. Good morning, and welcome to the Special Meeting of Class A and Class B shareholders of Andrew Peller Limited. My name is Bruce McDonald and as Chair of the Board of Directors of the company, I will be chairing the meeting today. The purpose of today's meeting is to consider and if thought advisable, pass a special resolution approving a plan of arrangement involving the company and 1(80-13-632 Canada Inc. a newly formed subsidiary of Fairfax Financial Holdings Limited and Fairfax. We are hosting this meeting solely through Computershare's virtual meeting platform. As this meeting is held virtually via webcast, Renee Cauchi will set out a few rules for the meeting today. Over to you, Renee.

Thank you, Bruce. During the meeting, registered shareholders and duly appointed proxy holders may submit questions using the instant messaging service of the virtual Computershare interface. We encourage registered shareholders or proxy holders who have a specific question on the business to be discussed and voted on at today's meeting to submit their questions now. The Chair may either respond to a question direct such questions to the Secretary of the meeting or reject the question in the Chair's sole discretion. For the purpose of meeting today, voting on all matters will be conducted by electronic poll through the Computershare platform. Every registered shareholder as of the close of business on July 6, 2026, and or their duly appointed proxy holder is entitled to vote on the matter. Pursuant to the interim order, the holders of Class A shares and the holders of Class B shares will vote separately as a class with 1 vote in respect of each Class A and Class B share held or represented by that shareholder or a proxy holder. If you have validly submitted a proxy in advance of the meeting, -- you do not need to vote during this meeting. Your previously submitted proxy will remain valid and your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. The polls are now open at this time. You may record your vote at any time during the course of the meeting until the polls are closed, at which time the voting page will disappear in the Computershare interface. To register your votes, please access the vote tab and select the for or against button next to the arrangement resolution to vote for or against the resolution and submit. Bruce, I'll pass it back to you to call the meeting to order.

Okay. Thank you. I would now like to formally call this meeting to order. Unless there are any objections, I appoint Joe et Koffyberg of Computershare Investor Services, Inc. to act as scrutineer of this meeting and Renee Cauchi, Chief Financial Officer of the company to act as Secretary of the meeting today. Certain shareholders or proxy holders who are present at today's meeting have been prearranged to move and second certain matters for the sake of expediency. Although this procedure will assist in the handling of the formal matters, it is not intended to discourage registered shareholders or duly appointed proxy holders for asking -- from asking questions. The company has mailed or delivered the notice calling this meeting together with the management information circular and other applicable meeting materials to each director of the company and the auditors of the company. The directors appointed under the Canadian business Corporation Act, the holders of options, RSUs, PSUs and DSUs as a company and to each shareholder of record of the company as of July 6, 2026 in accordance with the National Instrument 54-101 and the interim court order. Affidavits of mailing have been provided by Computershare Trust Company of Canada and Broadridge Financial Services, Inc. to the company, and I would like the secretary to include the affidavits with the minutes of this meeting. In addition, copies of the meeting materials are also posted online at SEDAR Plus under the company's issuer profile. Unless there are any objections, I will dispense with the reading of the notice of the meeting. Okay. The interim order and the company's bylaws provide that the quorum for this meeting is not less than 2 persons entitled to vote at the meeting present virtually or represented by proxy holding or representing in aggregate more than 25% of the issued and outstanding shares. The scrutineer has provided us with the preliminary report regarding shareholder attendance and the representation at this meeting. Renee, will you please go through these numbers.

Yes, of course. The scrutineers' preliminary report shows that 74 Class A shareholders representing 21,115,790 Class A shares of the company approximately 59% of the issued and outstanding Class A shares and 20 Class B shareholders representing 6,660,345 Class B shares, approximately 83% of the issued and outstanding Class B shares are present at this virtual meeting or represented by proxy and entitled to vote at this meeting.

Okay. Accordingly, I declare that a quorum of shareholders is present and that the meeting is duly called and properly constituted for the transaction of business. I would like to ask the Secretary to include the scrutineer's final report on attendance with the minutes for this meeting. We will now proceed to consider and vote on a special resolution of shareholders the full text of which is set forth in Appendix A to the company's management information circular for this meeting. The purpose of the special resolution is to approve a plan of arrangement under the Canadian Business Corporations Act, pursuant to which all of the issued and outstanding shares of the company other than those shares held by John Peller and certain affiliates will be acquired by 1(80-13-632 Canada Inc. for $8 in cash per Class A share and $12 in cash per Class B share. The arrangement is described in more detail in the management information circular. For the arrangement resolution to pass, the arrangement resolution must be approved by the affirmative vote of one, not less than 66 2/3 of the votes cast by holders of Class A shares present or represented by proxy and entitled to vote at the meeting, voting together as a single class. Two, not less than 66 2/3 of lot cast by the holders of Class B shares present or represented by proxy and entitled to vote at the meeting, voting together as a single class. And three, A simple majority of the votes cast by the holders of Class A shares present or represented by proxy and entitled to vote at the meeting other than the Class A shares held by those persons required to be excluded for the purpose of such vote under MI 61-101. And four, a simple majority of votes cast by the holders of Class B shares present or represented by proxy and entitled vote at the meeting other than those persons required to be excluded for the purpose of such vote under MI-61-101. The Board of Directors has unanimously with interested directors abstaining determined that the arrangement is in the best interest of the company and recommended that the shareholders vote for the arrangement resolution. I will now ask for someone to please make a motion to approve the arrangement resolution.

I move that the arrangement resolution, the full text of which is set forth in Appendix A to the management information circular be approved.