Hello, welcome to the Annual Meeting of Shareholders of Mullen Group Limited. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent Computershare and the corporation and to first obtain all required consent for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure during the meeting. We have a question-and-answer session. You can submit questions or comments anytime by clicking on the Q&A tab. It is now my pleasure to defer today's meeting over to Mr. Murray K. Mullen, Chair, Senior Executive Officer, and President of Mullen Group Limited. Please go ahead. Thank you. On behalf of your board of directors, I want to welcome you to our 31st Annual Shareholder Meeting. Our first as a virtual meeting, however. We trust you will find the meeting convenient as well as informative. Today, I'm speaking to you from our corporate office located in Okotoks, Alberta. I'm joined by the senior executive team of Richard Maloney, Senior Operating Officer, Carson Urlacher, who's our Senior Financial Officer, and Joanna Scott, Senior Corporate Officer and General Counsel. Accompanying us is also Kim Derbecker. I wanna thank you for attending our virtual meeting. Instructions on how to ask questions as well as voting procedure will appear on your screen. The meeting will now come to order. In accordance with the company's bylaws, I will act as the chair of the meeting. Now, before proceeding with the agenda, I will ask Joanna Scott, also Corporate Secretary of Mullen Group, to act as the Secretary of the meeting, and Kyle Gould, representing Computershare Trust Company of Canada, to act as the scrutineer. I have received confirmation from Computershare as to the due mailing of the Notice of Meeting, Information Circular, and instrumental proxy on April 2, 2024, to shareholders of record as of March 21, 2024. I direct that this confirmation, together with the copies of the documents mailed to the shareholders, be kept by the secretary with the minutes of the meeting. Now, in order to conduct business at today's meeting, we require a quorum. A quorum is established if we have at least two shareholders present at today's meeting who hold or represent by proxy in the aggregate, at least 5% of the shares entitled to vote at this meeting. A shareholder is present if the individual representing the shares, in person or by proxy, has logged on to the virtual platform. According to the registration confirmed to me by the scrutineer, there are 68 shareholders present, representing 65.72% of the shares entitled to vote at this meeting. As a result, a quorum exists. Shareholders and any other person attending the meeting of shareholders may address the meeting when there is a call to discuss any of the motions that are made today at the meeting. Should you wish to address the chair of any motion, please type in your question or comment in the message section on your screen once it opens during the discussion period. If there is any discussion or question, the secretary will read the question aloud. I will now declare this meeting to be regularly called and properly constituted for the transaction of business. Today, shareholders are asked to consider five matters. One, to receive the audited financial statements for the year ended December 31, 2023. Two, to fix the number of directors to be elected. Three is to elect these directors. Four is to appoint auditors. Five, to consider on an advisory basis, Mullen Group's approach to executive compensation. These matters are fully described in the Notice of Meeting and Management Information Circular and Proxy Statement dated March 21, 2024, that was delivered and filed in advance of this meeting as required by law. The first item of business is to receive the 2023 annual financial statements, and auditor's report thereon. The document includes the consolidated financial statements of Mullen Group Ltd for the fiscal year ended December 31, 2023, together with the Management's Discussion and Analysis thereon, which was mailed to each registered shareholder. This item does not require a vote. The remaining business will require a vote, and we will conduct the votes on the matters before us via poll through the digital platform. On poll, and in accordance with the company's articles, every shareholder entitled to vote has one vote in respect to each share held by that shareholder. The poll will be open for all resolutions at the same time and will be taking all motions at once. However, should you have any questions or nominations, we ask that you use the communication platform provided. We will provide time for voting and questions once the motions have been made. As a matter of convenience, we have asked certain shareholders to move and second routine matters of business. This is not intended in any way to limit shareholder discussions, only to assist with the progress of the meeting. The next items of business do require a motion, and they are as follows: To set the number of directors of Mullen Group to be elected at the meeting at eight directors. It's the nomination and election of the directors, the reappointment of our auditors, and to consider on an advisory approach to executive compensation. Do I have motions in this regard? Good afternoon, Mr. Chair. My name is Kim Derbecker, and I'm a shareholder of Mullen Group. I make the following four motions. First, that the number of directors to be elected to the Board of Mullen Group Ltd at today's meeting be fixed at eight. Second, that each of Christine McGinley, Stephen H. Lockwood, Laura Hartwell, Marie K. Hollins, Anya Tschida, Jamil Murji, Richard Whitley, and Benoit Durand be nominated as a director of Mullen Group Ltd to hold office until the next Annual Meeting of Shareholders, or until a successor is elected or appointed, subject to the provisions of the Alberta Business Corporations Act, and articles and bylaws of Mullen Group Ltd, and that the nominees presented to this meeting be elected as directors of Mullen Group Ltd. Third, that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be reappointed as the auditors of Mullen Group Ltd until the next annual meeting or until their successors are appointed and the board be authorized to fix their remuneration. Finally, that on an advisory basis, and not to diminish the role or responsibilities of the board of directors of Mullen Group Ltd or its committees, the shareholders of the corporation accept the approach to executive compensation disclosed in the corporation's annual Information Circular, dated March 21st, 2024. Thank you, Kim. Will a shareholder please second the motion? Mr. Chair, my name is Carson Urlacher, and I am a shareholder of Mullen Group. I second each of the motions. Thank you. Is there any discussion on any of these four motions or further nominations for directors? Mr. Chair, I have no further nominations to put forward and no questions at this time. Okay, with hearing that and As there is no discussion, I think that it's appropriate now to call the motion for a vote on the four motions before the meeting. Would a shareholder, all shareholders, please enter your votes in the virtual platform. In accordance with our majority voting policy, shareholders will vote for each director individually. We will pause for a few minutes to allow shareholders to vote. The scrutineer has collected and tabulated the votes on each motion and has reported the results to me. As I mentioned before, our majority voting policy requires that we conduct the election of directors on an individual basis. As a result, the decision of the meeting on the election of the directors was conducted individually, using the voting functionality on the virtual platform. Having received confirmation from the scrutineer, I declare that each of the motions that was made today passed. Accordingly, each individual that was nominated today to be elected as a director of Mullen Group was also so elected, and the results of this vote will be disclosed by way of our news release, which will also be available on the company's SEDAR profile and the company's website. Now, this concludes the formal matters before the annual meeting, and I'll now entertain a motion that the meeting be terminated. Mr. Chair, I move this meeting be terminated. Thank you. Would a shareholder please second the motion? Mr. Chair, I second the motion. Thank you. Hearing that, I now declare the meeting terminated. I think as we finish this, we'd like to take, provide a brief overview and update to the company as we finish the formal part of the meeting. You know, now that we got you on the line, I thought, well, wouldn't this be a wonderful opportunity to share with you how your company is positioned for today's market? Let me be clear, this is a different market than the last previous two years. The excess, as we saw yesterday, was demand related, emanating from the massive infusion of liquidity pumped into the economy by central banks, not just in North America, but around the world in 2020 and 2021, and that insatiable appetite of consumers post-COVID. Those were the best of times for the freight industry. In fact, it was a period of record profits. Today, however, we see a new form of excess that's called supply. During the 2021-2022 time frame, everyone added capacity to meet the surging demand. Everyone, except perhaps us. We never bought into this time is different, thesis. That's where experience does help. To the unprepared, today may be the worst of times, especially for freight carriers, because the consumer is trapped. They've been forced to cut back on expenditures as inflation and two-digit high interest rates really hurt disposable incomes. What this suggests to me is, that the challenges of today will punish the unprepared, giving the opportunity for those survivors to gain market share. The Mullen Group will be one of tomorrow's winners. This I am sure of, Richard Maloney is gonna present our story. Richard? Thank you very much, Murray. In the past AGMs, I've had the great fortune to be asked to present some of the things that we are doing here at Mullen and give a quick update here. I'm just going to advance the slide, or my colleagues are gonna work with me on this to get that done. We will be talking about the Mullen Group. We think about tomorrow and keeping the economy moving is what we're looking at here. I wanna start with There we are. There's a little bit of a delay here, I'll be working with that as well. In the room here, what you'll see in the next slide is our executive team. I've got to admit, in person, we look as good as we do on the TV or on the screen here as well. A little bit of a delay on our presentation. That's your cast of characters, Murray, Joanna, Richard, and Carson. We are the executive team here at the Mullen Group. Yeah. What are we gonna talk about? Mullen Group. Really, what year and where we do is really what I wanna be talking about. We have a presentation that we're gonna talk. Here's the overview of the Mullen Group. Again, we're one of the largest logistics providers in North America. We offer three operating segments. I'm gonna get to more of this as we move forward, in the presentation, but again, very four distinct segments. We have roughly 7,200 people as part of our organization. Now, with the closing of ContainerWorld, we have, which just happened earlier this month, we have 40 Self-Managed Business Units. One of the things we're really proud of is the real property that we have. We talked here about, we have roughly CAD 652 million of real property, of assets, that we have, land and buildings that help us position ourselves for the future. This is a slide I'm gonna spend a little bit of time on. It's a timeline. As Murray said, 31st Annual General Meeting. In 1993, we went public, and we did that because Murray had a vision about growing the organization. You look at the timeline, on the very bottom, the pie chart, it reflects the amount of business he did at the time. In 1993, roughly CAD 72 million of business was done, and that was a break between trucking, Mullen Trucking, and Mullen Oilfield Services. As you go to the right and you look at the pie charts that are there, you will look at how we have strategically and fundamentally shifted our business to where we are today, where we're up to CAD 2 billion, four operating segments. If you look up to the timeline, a couple areas I want to point out. What we are providing you is where we have gone to the market to raise capital for Mullen Group to grow over time. As the line indicates, 31 years, we've had roughly just about 12% compound annual growth in revenue since going public in 1993. A couple of areas that I want to point out. It's kind of reflective of what we've done over the last couple of years. 2012, there's really nothing on that screen there. Those who remember, long-term shareholders, we talked about the lack of pipeline takeaway capacity. Murray sounded the alarm about the energy industry will be constrained. That was at that moment in time where we, Mullen, started saying, "We better pivot away from this, because without pipelines, the energy industry will be constrained." 2014, if you will note on the slide, we have pivoted. We did a jet deal that year, 2014. The oil patch was still strong, relatively strong. Later that year, it petered out. We made a fundamental shift to the LTL, the less-than-truckload shift that year as well. That was in anticipation of what, as we know now, were difficult times for the last part of the second decade of the 2000s here as well. In 2020, again, you see where we've raised equity and we've raised debentures over time. I want to point to 2020. 2020, we talked about. We created three operating segments. It just so happened COVID hit at that time as well. The three operating segments that we created provided a, and you'll see that under the kind of more in the 2012 timeframe and what we have gone back and backdated. We've distinctively grown the focus of that business. 2021 was a very big year for us in terms of acquisitions, positioning for the future. A lot of things that we bought that year, virtually everything, was tied to LTL and freight. I wanna point you to 2022. What did we do there? When everybody else, and it seemed like everybody else, were buying everything that was going out in the market in terms of acquisitions and such, we remained silent. We remained patient. We knew that at peak earnings in 2022, that buying was probably the things don't stay up forever, even though the investment bankers suggested that it would, they did not go forever. We were patient. In fact, what we did is we disposed of certain assets. We sold hydrovac business, and we disposed of a piece of property that helped, you know, position us for the future. I got a few more slides on that here in a bit as well. In 2024, our CFO did a masterful job of coordinating and adding some additional operating lines to us with the P&T Group here as well, which takes us now to CAD 375 million. That is just an indication of some of the stuff that we have done here within the Mullen Group. This slide, really what I want to point out is the numbers on the bottom. I'm gonna get some more into some of the segments, last year or a couple of years ago, Murray's Chair letter talked about the asset nature of our business. LTL, asset base. Logistics & Warehousing is an asset light, it's asset light and an asset-based business. We also have the specialized, which is the former Oilfield Services, which is asset-based. Our fourth operating segment, HAUListic, which is a non-asset-based business as well. As I go through the next slides to talk about these, I'm gonna talk briefly about each of the segments. Any long-term shareholder are well aware of our Less-Than-Truckload capabilities. We service just about 6,000 communities, from Ontario to BC to the Northwest Territories. In any given day, we are moving upwards of 15,000 shipments through our combined 11 business units that operate there. We have 1,500 cross-docks, owned and leased within our LTL network, and we work, and we know with a lot of the major interliners down for the state and as well. Our Logistics & Warehousing operation. An important point I wanna make here is look at the asset mix, and you'll see just a roughly a 50/50 split here. In our Logistics & Warehousing, we have both asset-based businesses, and we have owner-operator model. We use subcontractors in the logistics model. This helps us when we manage the ebbs and flows of the economy as well. With an owner-operator, we're paying a percentage of the bill, so this is why we call it kind of an asset light or mixed asset class. With the operations within this group, with our 10 or so business units, you'll find what we call multimode capabilities, intermodal, transload, working with the rail as well. We have a lot of warehousing space here as well, as a recent addition of ContainerWorld that's going into this segment, that business unit alone will add over one million square feet of storage and warehousing to our operation. I'm very excited to get that one moving forward. Specialized & Industrial Services. This is again, the former Oilfield Services, but we have a very distinct and specialized niche group. To the extent that you believe the world still continues to need natural resources for the foreseeable future, we are well positioned in Canada, in the resource plays, for all the resources that will need to be developed and brought to market, and we will be well positioned to take advantage of that market as well. The one that is probably the newest segment to us is the U.S. & International Logistics Group. This is a Chicago-based group that we acquired a couple of years ago. They are a pure 3PL asset operation. You will see that they have... One of the beauties of this is the technology they have. They have a proprietary technology that we're enhancing. We write about it every quarter. They're enhancing. We have a great team down there that's enhancing that. What we also like about this model is the Station Agent model. That is where we have independently owned companies that have a sales force that goes out and gets the work. Not dissimilar to our owner-operator model within Logistics & Warehousing, they will, they're our sales force, so they get a percentage of the, of the bill, whether the prices are high, with the trucking operations are starting, getting out, looking for, or whether they're lower. It's a great business model and one we continue to build out on. Really, the strategic priorities and diversity of our operations is what you invest in when you look at Mullen. We maximize the operational performance. We love the self-managed business unit model. We, we have great teams running our businesses, and we will continue to develop those groups through our quality and leadership development in our P&T. The priority for this year is margin over market share. That has always been a mantra since going public and prior to, is that we are doing it and we're not doing it for practice. Are we doing it for. We need to be profitable and successful and of course, safe on that. We're right in the middle of maintaining our, maintaining a balanced sheet flexibility. That's been a core competency for us since going public as well. Again, when you invest in the Mullen Group, you know we're a dividend-paying group, and everybody in this room is a dividend recipient, and we take that as sacred, and we will do everything we can to maintain that. A couple of highlights on the investment high. A couple of additional highlights. Again, we've been around for a long time. Murray alluded to this in his presentation. Experience, combining 100 + years of experience in this room and every cycle that we've seen. If you go back to when Roland, when it started the company, we're 75 years this year, when Roland started Mullen Trucking, which is a predecessor to Mullen Group. That experience and that diversity that he instilled into his family hold today. We are leading and defensible in a growing market. We're resilient. As we demonstrated in our 2023 results, the resiliency of what we have, I have a slide coming up that will demonstrate that. When others were going down, we maintained and in fact grew a little bit. We have a great customer group, 10 years of free cash. We're gonna jump on that slide here in a minute as well. Large and highly high-quality, unencumbered assets. That is a great position to be in when we're managing the flexibility of our balance sheet. Of course, as mentioned, our dividend. The next slide, again, is really just starting to summarize things here. What you see here is, again, is what we do and where we do it. The red lines are the network of our LTL operations. It's coming up here. I see a little bit of a delay on our screen, but as it will pop up, you will see that our LTL network is in 6,000 points of service in from Ontario to BC. We cover the entire western provinces with our specialized and industrial services group. We will cover all of North America with Logistics & Warehousing, either with our assets or the assets of subcontractors or working with the rail. In the United States, where you see the little black dots all over, those are the Station Agent groups within our U.S. 3PL operation. In and of itself, that group covers a broad spectrum of services for lots of customers, 27 to 3,000 customers, and we have access to 6,000 different trucking companies. That's different trucking companies that have multiple trucks at their disposal. Really, if you look at the bottom, when you show the growth from 2022, we see a 35% growth in our operations. If you go to 2022, we're not seeing the same growth. When you compare us to the Cass Freight Index, where everybody else is down just about 20% from 2022 to 2023, we weren't lost. Why is that? Well, we didn't panic, and Murray talked about that. In 2022, when others were going crazy, buying at peak, we exercised great discipline and did not buy at the peak. We're positioning ourselves to be successful in the future. This next slide that will pop up here as well is maybe a little more of a dive into that. What it will show is that when you look at Mullen on to the end of 2022, we've virtually maintained our growth in revenue. Compared to the LTL peers that we're largely compared to, down in the States, you'll see they were down at the end of 2023 compared to 2022 by 10%. P&L, truckload guys were up 2%, I'll talk about that. You see what their earnings did. They were dropped by 25%, they're buying revenue and cutting prices. The asset-light providers were down significantly. Mullen, our diversity, the diversity of Mullen Group, kept us virtually on par with our revenue. Great decisions that were made, strategic decisions that were made in 2022. This is a slide I can't take credit for. It's really Carson's slide. What you're looking at is a 10-year free cash flow generation. What it will show you, when it pops up here, there's a slight delay again, is a record of 10 years of CAD 100 billion of free cash flow generation through every economic cycle that you would have seen, including COVID, including the biggest pandemic in 100 years. We've seen that. The one slide, one year, I want to point out, 2022, you'll see a substantial build of cash to the tune of CAD 200 million. Not to overstate it, when everybody else was spending money like drunken sailors and buying at peak, we stood down to watch. We were patient because we knew that the peak earnings that people were trying to convince us to buy were not sustainable. Things would be coming down. The final slide here, a couple slides. Here's just a review of our priorities. We're still on budgeting and planning for CAD 2 billion in revenue, CAD 325 million of earnings for 2024. The dividend, the CAD 0.72 per year, CAD 0.06 per month, is a dividend that we all enjoy in our long-term, loyal shareholders. We'll deploy CAD 80 million in capital. That is, you know, the peak of what we will do, but we will be mindful during this time, and we're watching the cycles, as Murray mentioned. We're prioritizing margin over market share. We're optimizing the operations within our group. We will be pursuing acquisitions, and I can tell you, as we told our board, the number of acquisitions that are being presented to us is I have not seen it as long as I've been here in the corporate office in the last 15 years, as many acquisition opportunities being presented to us. To be clear, we will not do them all, but we will certainly be looking at the ones that are strategic fit to us. Precision-based acquisitions is what our mantra will be. Finally, I can't go without talking about ESG very quickly. We've been As Murray K. Mullen and I have debated, and the executive team, we've always been focused on ESG since the beginning of going public. We've always been focused on our people, making sure they have a great work environment and making sure that we're doing the right things in the communities in which we work. We've always done that. We have always reported to the board since going public on that. On the environmental side, to the extent that there are trucks that are capable of, with these new emissions standards that so many are hoping for, us included, We'll get them. Right now, they're simply not viable or available. I mean, right now, in some jurisdictions, you can't turn your TV, your toaster, and play your PlayStation without blowing the breaker. If you think that we're going to be plugging in millions and millions of cars anytime soon, I think we need to be mindful of that. To be clear, we are committed to the ESG initiatives as well. The final slide, I've got a cool little gear slide. You know, Mullen has been adaptive and innovative since we've been public and prior to that. We've rewarded our shareholders to the tune of about CAD 1.5 billion in dividends paid out over the last number of years. We have always been and will always be a people-focused business, because without people, we will not be successful. We're great stewards of capital. As I demonstrated, 2022, we stood down while others were going crazy buying things. Being in this consolidator, we've been doing that since 1993, we have no intentions of slowing, we will be precision based on that. We do like owning all of our real property. That gives us, we believe, a competitive advantage going forward. Murray, Those are my comments that I that I will leave you with, we're gonna have a nice little slide that comes up that you've asked us to put in as it'll pop up in a second here. Thank you very much for the time, Murray. Thanks, Rich. That just concludes our presentation, actually concludes today's meeting. I want to thank you for joining us today, and I would say on behalf of the nearly 8,000 employees and associates in our group and their families, I'd like to say thank you for investing in our organization, and we will continue to work hard to preserve your investment. Thank you very much, and stay safe. This concludes the meeting. You may now disconnect.