CEMATRIX Corporation (CEMX) Earnings Call Transcript

Good morning, ladies and gentlemen. Welcome to the Annual General Meeting of CEMATRIX Corporation. My name is Minaz Lalani, and I'm the Chairman of the Board of Directors of the corporation. In accordance with the bylaws of the corporation, I'll assume the position of Chairman for this meeting. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged with designated shareholders to move and to second the motions of business. Once we have completed the formal business, we'll then have a presentation by the CEO and question-and-answer session. Before we begin the formal business of the meeting, I'd like to thank -- take a moment to introduce the directors and officers of the corporation who are present today. So we have John Kim. And then from management, we have -- you want to say? Randy Boomhour and then we got -- we call her MJ, Marie-Josée Cantin. Oh, yes, sorry. And we just got Anna Cuglietta, who just arrived. I think the other Board members have ended up in the wrong hotel, I believe, but anyway. The meeting will now come to order. And if there no objections, I'll now request Marie-Josée Cantin to act as secretary of the meeting, and of Computershare Trust Company of Canada to act as scrutineer of the meeting. I now request the Secretary today with proof of mailing of the notice of meeting, instrument of proxy, financial statements, management information circular and accompanying documents to the registered shareholders of the corporation. Thank you. Proof of mailing the notice calling the meeting has been duly filed, and I direct a copy of the notice with proof of mailing to be kept with the records of the meeting. I would note that a quorum for the Annual and Special Meeting of the shareholders, as prescribed by the bylaws of the corporation, is present if at least 2 holders of not less than 5% of the shares entitled to vote at a meeting of the shareholders are present in person or by proxy. The scrutineer's report has now been received, and it shows that there are personally present at the meeting 24 shareholders holding or representing in person and by proxy 30,229,145 shares or 20.2% of the issued and outstanding common shares of the corporation. I now declare the meeting regularly called and properly constituted for the transaction of the business. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered unless a shareholder or proxy holder demands a ballot in respect of voting on any specific resolution and propose to conduct each vote by a show of hands. Please note that only registered shareholders are entitled to vote directly at this meeting. Vast majority of shareholders are beneficial shareholders and hold their shares through a brokerage firm or other registered shareholder. Beneficial shareholders cannot vote at this meeting will have had the opportunity through an instrument of proxy to instruct the brokerage firm who hold securities on their behalf, how to vote on their behalf. Therefore, votes of beneficial shareholders be represented by proxy, provided that such benefited shareholders has properly completed and delivered an instrument of proxy. Again, if you are a beneficial shareholder only, then you cannot vote in person at this meeting. The first item of business is the presentation of the audited financial statements of the corporation for the financial year ended December 31, 2025, and the reading of the auditor's report. Copies of the foregoing have been -- either mailed or have been made available online to the registered and beneficial shareholders of the corporation in accordance with applicable law. I shall now request a motion to dispense the reading of the audited financial statements for the financial year ended December 31, 2025, and the reading of auditor's report thereon.

I move that the reading of the audited financial statements for the financial year ended December 31, 2025, and the auditor's report thereon be dispenser.

I second the motion.

All that in favor, signifying the usual manner by raising right hand? Contrary, if any? Carried. The next item of business is the election of the Board of Directors. For this forthcoming year, it is proposed that the Board of Directors shall be fixed at 5 members. I shall now request a motion to fix the Board of Directors at 5 members.

I move that the Board of Directors of Corporation shall be fixed at 5 members.

I second the motion.

All those in favor, significant the usual manner by raising the right hand? Contrary, if any? Carried. We'll now proceed with the election of directors. I declare the meeting will be open for nominations.

I nominate Steve Bjornson, Patrick N. Breen, Anna Maria Cuglietta, John Kim and Minaz Lalani, for election as Directors of the corporation to hold office for the ensuing year until the next annual meeting of the Corporation or until their successors are duly elected or appointed, unless their office is earlier vacated in accordance with the bylaws of the corporation.

I second the motion.