Good morning, and welcome to Intertape Polymer Group's 2022 annual and special meeting. We are pleased to host the meeting both in person and virtually through this live audio webcast, accessible to all our shareholders, regardless of physical location, and allowing them to participate, submit questions, and vote at this meeting. We have opted to proceed with a hybrid format this year because it is in the best interest of our shareholders and enables greater participation by allowing the shareholders who might not otherwise be able to attend a physical meeting to attend virtually instead. This meeting is a combined annual meeting and a special meeting. At this meeting, shareholders will be asked to vote on the privatization of the company through an arrangement under the provisions of the Canada Business Corporations Act, pursuant to which 1351693 B.C. Ltd., an affiliate of Clearlake Capital Group, L.P., will acquire all the shares of the company for CAD 40.50. Approval of the arrangement has been unanimously recommended by the board of directors, who also agreed to vote in favor of the arrangement and collectively own or control approximately 4.6% of the outstanding shares. The annual portion of the meeting that relates to the declaration to the election of directors, the appointment of the auditors, say on pay, and continuation of the shareholders' rights plan agreement aims at ensuring that the company meets its legal obligations to hold an annual meeting within the time period required by applicable laws while the arrangement is pending. I would point out that certain of these items will only continue to be applicable until the transaction is completed. For example, while directors are elected for this normal term, the directors elected today will cease to be directors of the company upon the completion of the transaction, and the rights plan will terminate at such time. I would note that all the regulatory approvals that are conditions to the completion of the arrangement, other than approvals under the Investment Canada Act, which is pending, have been obtained. The hearing for the final order in front of the Quebec Superior Court is scheduled for 9:00 A.M. on May the thirteenth, and if court approval is obtained at that time, we currently expect the arrangement to be completed early in the third quarter. Following conclusion of the informal portion of this meeting, our CEO, Greg Yull, and I will answer relevant questions from shareholders. Where questions are of a similar nature, they will be organized by theme. In the interest of everyone's time, I will not address the same or similar question twice. One answer should suffice. The meeting will now come to order. I will act as chairman of the meeting. With the consent of the meeting, I will ask Randi Booth, Senior Vice President and General Counsel of the company, to act as secretary of the meeting. Also, with the consent of the meeting, I will ask Pat Lee and Jordan Shafie of TSX Trust Company to act as scrutineers with respect to the shareholders present at this hybrid meeting and the number of shares represented by shareholders present at this hybrid meeting or represented by proxy to complete the votes taken at this meeting and to report to me and the secretary of the meeting thereon. Joining us today from the board and management are Chris Cawston, Jane Craighead, Frank Di Tomaso, Robert Foster, Dahra Granovsky, George Kintias, Mary Pat Salomone, Melbourne Yull. Most of you know Greg Yull, our Chief Executive Officer, and Jeff Crystal, our Chief Financial Officer. Also joining us today are representatives from our auditors, Raymond Chabot Grant Thornton. A few words about the procedure for this meeting. During the meeting, there will be an opportunity for shareholders to ask questions. Registered shareholders and duly appointed proxy holders joining us in person or via webcast will all have the opportunity to ask questions throughout the meeting. For those joining us virtually, you will be able to do so by selecting the messaging icon on the online platform. As with all technology, unexpected glitches may occur with these meetings, and potentially to both your and my internet connections. Our service providers for this platform are very experienced at running this type of meeting and will do their best to help us all out. I will pause for about 15-20 seconds after asking if there are any discussions on a particular motion or asking for questions to take into account any latency we may experience over the internet. Shareholders and proxy holders may address the meeting when there is a request to discuss a motion before the meeting. For those attending online, please provide your questions to us as soon as you are logged in. We will address each of them at the appropriate time during the meeting. A general question and answer period will, with respect to questions submitted that do not relate to any item on the agenda for business, will take place after we have addressed all the matters to be submitted to a vote today. There are a number of matters to be dealt with at this meeting. To ensure the proper proceeding of the meeting, I have arranged for certain persons to make and second the various motions. Based on proxy forms submitted prior to the meeting, I can report that all matters to be considered today have the requisite level of approval for adoption. We will conduct the vote on all the matters before us by poll. Participants attending virtually will be able to vote using the online platform, and for those attending in person, any such votes will be taken by ballot. In terms of polling, every shareholder and proxyholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. For participants attending online, the poll will be open for all motions and resolutions at the same time. This will allow you to choose to vote on each motion and resolution immediately or wait until the conclusion of the discussion prior to casting your vote. Proxies, votes received prior to the meeting will be displayed. For participants attending in person, ballots will be distributed in the course as applicable. Please pay attention to the following voting instructions as they will be used for every item requiring a vote at today's meeting. If you have already voted using the proxy form sent to all shareholders, no further action is required on your part. If you are attending online, you are a registered shareholder or proxyholder and have not voted by proxy, you may record your vote at the opening of the polls or as the items are presented. If you are attending in person, and you are a registered shareholder or proxyholder who wishes to vote, you will be asked whether you require a ballot for each item requiring a vote at today's meeting. If you have already voted prior to the meeting in any manner, there is no need to enter a vote using a poll or a ballot. You should only enter a vote by poll or ballot today if you wish to change your previous vote. Once discussion on all items of business have concluded, I will give you a minute to record your vote on the online platform or on the ballots as applicable and return them to the scrutineer in case you have not already done so. Declare voting closed on all resolutions. Randi Booth, our corporate secretary, will announce the preliminary results of voting on each resolution prior to the close of meeting, with final results to be communicated via press release after the meeting. I now declare that the online polls open on all resolutions. The scrutiny report shows that there are at least 48,397,482 shares that are represented in person or by proxy at this meeting, being approximately 81.6% of the outstanding voting shares, and therefore, a quorum is present. I declare that the meeting to be regularly constituted. The notice calling the meeting to, together with the proxy forms, voting instruction forms, management information circular, and related documents have been made available in the company, to the company's shareholder. 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 May 12th, 2021. I direct that the minutes of that last meeting of shareholders be taken as read and approved, and that they be signed as being correct. The first item on the agenda at this meeting is the approval of the proposed plan of arrangement under Section 192 of the Canada Business Corporations Act, pursuant to an arrangement agreement dated March 7th, 2022, entered into between 1351693 B.C. Ltd., an affiliate of Clearlake Capital Group, L.P., and the company. The full text of the special resolution is set forth in Schedule A of the management proxy circular dated April 1st, 2022. Copies of the circular are available on SEDAR and at the scrutineer's table for participants attending in person. Under the terms of the agreement, an affiliate of Clearlake will acquire all of the issued and outstanding shares of the company, and each shareholder of the company, other than any dissenting shareholders, will be entitled to receive CAD 40.50 in cash for each share held in the capital of the company. The board of directors of the company unanimously determined that the arrangement is in the best interest of the company and is fair to the shareholders of the company and unanimously recommends that shareholders of the company vote for the special resolution approving the arrangement. The recommendation of the board is based on a number of factors and considerations as set out in detail in the circular, including the unanimous recommendation of a special committee of independent directors and an opinion from each of Morgan Stanley and National Bank Financial to the effect that as of March 7th, 2022, and based upon and subject to the various assumptions, qualifications, and limitations of the scope of review undertaken by each and such financial advisor set forth in this written opinion, the consideration to be received by shareholders pursuant to the arrangement was fair from a financial point of view to such shareholders. To become effective, the special resolution must be approved by 66 and 2/3% of the votes cast by shareholders of the company present in person or virtually, or represented by proxy at this meeting, as well as a simple majority of the votes cast by shareholders of the company present in person or virtually, or represented by proxy at this meeting, excluding the Chief Executive Officer of the company as described in the circular. Based on proxies received before the meeting, more than 99.95% of the votes by proxy by shareholders and more than 99.95% of the votes by proxy by shareholders, excluding the Chief Executive Officer of the company, have been cast in favor of the special resolution approving the arrangement, which constitutes sufficient votes to approve the arrangement resolution. I will now ask for a motion to pass the special resolution approving the arrangement. My name is Randi Booth, and I am a shareholder of the company. I move that the special resolution be passed to approve the arrangement. My name is Ross Marshall, and I am a shareholder of the company. I second that motion. Since no questions have been received with respect to this matter, we will now vote. For those of you attending the meeting virtually, you may vote using the platform. For those of you who are present in person, please raise your hand and the scrutineer will provide you with a ballot. Does anyone need a ballot? Okay. No one has requested a ballot. We will therefore proceed as all votes will be submitted by proxy or will take place online. The second item of business is the presentation of the annual report and financial statements and the auditor's report thereon. I now present to the meeting the annual report, the consolidated financial statements of the company for the fiscal year ended December 31st, 2021, and the auditor's report. Copies of such documents have been made available to the shareholders. It is now in order to proceed with the election of directors. I would like to ask Ross Marshall to present his nomination. I nominate Chris R. Cawston, Jane Craighead, Frank Di Tomaso, Robert J. Foster, Dahra Granovsky, James Pantelidis, George N. Kintias, Mary Pat Salomone, Gregory A. C. Yull, and Melbourne F. Yull as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. I second the motion. Given that no motions have been submitted in advance for candidates for election to the board under Intertape's advanced notice bylaw, I declare the nominations closed. I move that the persons named as nominees each be elected as directors of the company to hold office until the next annual meeting of shareholders or until the successors are elected or appointed. I second the motion. Are there any questions regarding this matter? Mr. Chairman, there are no questions at this time. Since no questions have been recorded with respect to this matter, we will now vote. No one has requested a ballot. We will therefore proceed as all votes will be submitted by proxy or will be taken, will take place online. The next item of business is the appointment of the company's auditor. I ask Ross Marshall to present the motion. I move that the motion regarding the appointment of the auditors, Raymond Chabot Grant Thornton LLP, and the fixing of their remuneration as set out on pages 68 and 69 of the circular be approved. I second the motion. Are there any questions regarding this matter? Mr. Chair, there are no questions at this time. Since no questions have been received with respect to this matter, we will now vote. The next item of business is an advisory non-binding vote on the company's approach to executive compensation. I ask Ross Marshall to present this motion. I move that the resolution regarding the approach to compensation as set out in the circular be approved. I second the motion. Are there any questions regarding this matter? Mr. Chair, there are no questions on this at this time. Since no questions have been received with respect, we will now vote. The next item of business is the approval of the continuation of the shareholders' rights plan at of the company, as required by the Toronto Stock Exchange. The full text of the special resolution is set forth in Schedule D of the management proxy circular dated April 1st, 2022. I ask Randi Booth to present her motion. I move that the resolution be passed to approve the continuation of the shareholder rights plan agreement between the company and TSX Trust Company as rights agent, the whole as set out in the circular. Mr. Chair, I second the motion. Are there any questions regarding this matter? Mr. Chair, there are no questions at this time. Since no questions have been received with respect to this matter, we will now vote. For those who have not already voted on all of the resolutions put forward, please do so now, as I will shortly close the poll. I remind you that if you have already voted your shares prior to the meeting, there is no need to enter a vote today, and you should not do so unless you wish to change your previous vote. You should now record your vote on the online platform or on the ballots and return them to the scrutineer, in case you have not already done so. It is now approximately 9:18 A.M. I will close the polls on all resolutions at about a minute from now, so about 9:19 A.M. The polls will be closed. The polls are now closed. I call upon the secretary of the meeting to present the results of the votes on the arrangement resolution. Mr. Chairman, according to the results received from the scrutineers, over 99.95% of the votes were cast in favor of the motion, and more than 99.95% of the votes by shareholders, excluding the Chief Executive Officer of the company, have been cast in favor of the special resolution approving the arrangement. I declare that the motion is carried and the resolution regarding the company's arrangement, 1351693 B.C. Ltd., as set out in Schedule A of the circular, is approved. I call upon the secretary of the meeting to present the results of the vote on the election of directors. Mr. Chairman, according to the results received from the scrutineers, each of the 10 nominees for election as director has received a vote of at least 77.87% of the shares voted in favor of their election. I declare that the 10 nominees have been elected as directors of the company to hold office until the next annual meeting of the shareholder or until their successors are elected or appointed. I call upon the secretary of the meeting to present the results of the vote on the appointment of the company's auditors. Mr. Chairman, according to the results received from the scrutineers, over 86.91% of the votes were cast in favor of the motion. I declare that the motion is carried and that the Raymond Chabot Grant Thornton LLP have been duly appointed auditor of the company until the next annual meeting of shareholders. I call upon the secretary of the meeting to present the results of the vote on the company's approach to executive compensation. Mr. Chairman, according to the results received from the scrutineers, over 97.96% of the votes were cast in favor of the motion. I declare that the motion is carried and that the resolution regarding the company's approach to compensation, as set out in the circular, is approved. I call upon the secretary of the meeting to present the results of the vote on the continuance of the company's rights plan. Mr. Chairman, according to the results received from the scrutineers, over 96.08% of the votes were cast in favor of the motion. I declare that the motion is carried and that the resolution regarding the continuance of the company's right plan, as set out in Schedule G of the circular, is approved. Before we end the meeting, I would like to say a few words to thank our shareholders for their support and my fellow board members for the great work we have been able to accomplish together over the years. On behalf of the board of directors, I would also like to thank Robert Beil for his longstanding contribution as a director, as he is retiring effective today after 15 years on the board. Robert, we wish you all the best. We are very proud of what the company has accomplished under the incredible management team and know that it will continue to grow and thrive following completion of the transaction with Clearlake. I will now ask Greg Yull to say a few words before we end the meeting. Thanks, James. I'd like to take this opportunity to thank all of our shareholders for their continued support and the confidence they've placed in us. On behalf of management and the company, I'd also like to thank our board members. The insight, patience, and guidance they have provided have been invaluable to our core leadership group as well as the broader team. Thank you to each of the directors for their commitment and unwavering support as we have carved a path to scale and fulfilling our vision of being a global leader in packaging and protective solutions. It has been a tremendously challenging two years plus. We met opportunity and challenges in guiding the business through the pandemic. The work of our team members across the company has been exceptional. I could not be more proud of them. This transaction provides us with an opportunity and flexibility to continue to grow. That growth is due to the commitment of our employees. A special thank you to them. IPG would not be what it is today without their hard work. I'm looking forward to starting this exciting journey with you and our new business partners upon completion of this arrangement. If the shareholders have any additional questions at this time, we'll be happy to answer them. If there is no further business, I will ask Ross Marshall to present a motion to terminate the meeting. I move that the meeting be terminated. I second the motion. I declare the meeting terminated. Thank you for attending today and for your support of Intertape Polymer Group. Please stay healthy and safe. Stay safe. Yeah. Thank you.
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