Home / Transcripts / GreenFirst Forest Products Inc. (GFP) · September 19, 2024

GreenFirst Forest Products Inc. (GFP) Earnings Call Transcript

September 19, 2024

CA shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator operator
#1

Ladies and gentleman, the meeting is about to begin. Good morning, and welcome to the Special Meeting of the Shareholders of GreenFirst Forest Products, Inc. Please note that today's meeting is being recorded. [Operator Instructions] I would like to turn the meeting over to the Chairman of GreenFirst, Paul Rivett. Mr. Rivett, the floor is yours.

Paul Rivett executive
#2

Thank you very much, Mark. Good morning. And as Mark mentioned, my name is Paul Rivett, Chair of GreenFirst. Welcome, fellow shareholders to the 2024 Special Meeting of the Shareholders of GreenFirst Forest Products, Inc. We have a number of items of business to cover in today's meeting as set out in the notice of meeting. During the formal portion of the meeting, only questions relating to the specific resolutions will be addressed. Only registered shareholders will be able to vote on the platform. You will see the voting button on the platform that will allow you to vote. If you have already submitted a proxy to Computershare indicating your vote on each item, you do not need to vote again. Nonregistered shareholders may not participate in the virtual voting, unless they have appointed themselves as a proxy holder and have also registered with Computershare. I will now call the meeting to order. I will preside as Chair of this meeting, and Kathleen Skerrett of Gardiner Roberts LLP will act as Secretary of the meeting.

Kathleen Skerrett attendee
#3

I hereby appoint Marissa Beintema of Computershare Investor Services, Inc. to act as Scrutineer of the meeting.

Paul Rivett executive
#4

Thank you, Kathleen. The Secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular have been sent to each director of the corporation, the auditors of the corporation and each intermediary and registered holder of common shares of the corporation of record on August 8, 2024, the record date for the meeting. I will dispense with the reading of the notice of meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineers report that there are present at this meeting in person or by proxy, 45 shareholders, holding approximately 62.71% of the outstanding common shares. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is duly and properly constituted for the transaction of business. I direct the confirmation of mailing of the notice of the meeting received by Computershare Investor Services, Inc. and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. In order to expedite the meeting, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote through the message tab on the platform. As described in the management information circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder approval of the Odd Lot Consolidation. The Board of Directors of the corporation believes that the Odd Lot Consolidation is in the best interest of the corporation and all GreenFirst shareholders. In order for the Odd Lot Consolidation to be approved, a resolution must be passed by at least 2/3 of the votes cast at this meeting. May I have a motion that a resolution in the form of the resolution as appearing in Appendix A of the management information circular sent to the shareholders with the notice of this meeting approving the Odd Lot Consolidation be passed as a special resolution of the corporation?

Michel Lessard executive
#5

I so move.

Paul Rivett executive
#6

Thank you, Michel. May I have the motion seconded?

Joel Fournier executive
#7

I so move.

Paul Rivett executive
#8

Thank you, Joel. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

Paul Rivett executive
#9

I have received the scrutineer's report and confirm that the resolution has passed by the requisite 2/3 majority. As described in the management information circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder approval of the substantive consolidation. The Board of Directors of the corporation believes that the substantive consolidation is in the best interest of the corporation and all GreenFirst shareholders. In order for the substantive consolidation to be approved, a resolution must be passed by at least 2/3 of the votes cast at this meeting. May I have a motion that a resolution in the form of the resolution as appearing in Appendix B of the management information circular sent to the shareholders with the notice of this meeting approving the substantive consolidation be passed as a special resolution of the corporation?

Michel Lessard executive
#10

I so move.

Paul Rivett executive
#11

Thank you, Michel.

Joel Fournier executive
#12

I second the motion.

Paul Rivett executive
#13

Thanks, Joel. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

Paul Rivett executive
#14

I have received the scrutineer's report and confirm that the resolution has passed by the requisite 2/3 majority. As described in the management information circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder approval of the arrangement. The Board of Directors of the corporation believes that the arrangement is in the best interest of the corporation and all GreenFirst shareholders. In order for the arrangement to be approved, a resolution must be passed by at least 2/3 of the votes cast at this meeting. May I have a motion that a resolution in the form of the resolution as appearing in Appendix C of the management information circular sent to the shareholders with the notice of this meeting approving the arrangement be passed as a special resolution of the corporation?

Michel Lessard executive
#15

I so move.

Paul Rivett executive
#16

Thanks, Michel. May I have the motion seconded?

Joel Fournier executive
#17

I second the motion.

Paul Rivett executive
#18

Thanks, Joel. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]

Paul Rivett executive
#19

I have received the scrutineer's report and confirm the resolution is passed by the requisite 2/3 majority. As described in the management information circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder approval of the adoption of the Kap Corporation 2024 Incentive Stock Option Plan, referred to as the KapCorp Option Plan. The Board of Directors of the corporation believes that the KapCorp Option Plan is in the best interest of KapCorp, the corporation and all GreenFirst shareholders. In order for the KapCorp Option Plan to be approved, a resolution must be passed by at least 50.01% of the votes cast at this meeting. May I have a resolution in the form of the resolution as appearing in Appendix D of the management information circular sent to shareholders with the notice of this meeting approving the KapCorp Option Plan to be passed as a resolution of the corporation?

Michel Lessard executive
#20

I so move.

Paul Rivett executive
#21

Thank you, Michel. May I have the motion seconded?

Joel Fournier executive
#22

I second the motion.

Paul Rivett executive
#23

Thank you, Joel. Is there any discussion on this matter? I will now call for a vote on the motion. If you've not already done so, please vote on this item. [Voting]

Paul Rivett executive
#24

I have received the scrutineer's report and confirm that the resolution has passed by the requisite simple majority. With that, the polls are now closed. Is there any other formal business that may be properly brought before this meeting? Well, there are no questions. So that concludes the formal business brought before the meeting. And I wish to thank you for attending, and I now declare this meeting to be terminated. Thank you very much, everyone.

Operator operator
#25

This concludes the meeting, and you may now disconnect.

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