Morning. My name is Matthew, and I'll be your conference operator today. At this time, I would like to welcome everyone to TransAlta Renewables' Special Meeting of Shareholders. Thank you for joining us. Mr. Hagerman, you may begin your meeting. Good morning, fellow shareholders, and welcome to the Special Shareholder Meeting of TransAlta Renewables. Thank you for joining us today. I am Allen Hagerman, an Independent Member of the Board of Directors. I also acted as Chair of the Special Committee of the Board of Directors that was established to review, evaluate, and negotiate on behalf of TransAlta Renewables the arrangement with TransAlta Corporation. I am joined today by Todd Stack, President, and Scott Jeffers, Vice President and Corporate Secretary. Although the meeting is being held virtually, we nonetheless welcome questions from shareholders. Questions can be submitted in the text box chat feature of the webcast platform. Questions or comments submitted through the text box will be read or summarized by a representative of TransAlta Renewables, after which I, as Chair of the meeting, will respond or direct the question to the appropriate person to respond. I would now like to call the meeting to order. In accordance with the bylaws, I will act as Chair of the meeting, and Scott Jeffers will act as Secretary of the meeting. As a procedural matter, I remind you that only registered shareholders and duly appointed proxy holders who hold shares at the close of business on August 24th, 2023, the record date for this meeting, are entitled to take an active part in the business of this meeting. If you are a registered shareholder or duly appointed proxy holder and wish to vote during the meeting, you can vote through the ballot that will appear on your screen once the polls are open. For shareholders that are beneficial shareholders and submitted your voting instructions form directly to your intermediary, your votes have already been registered with our transfer agents. The secretary has provided me with proof that the meeting materials were duly mailed on September 1st, 2023, to shareholders of record as of August 24th, 2023. The declaration of mailing is available for inspection by any security holder and would ask the secretary file a copy of such declaration with the minutes of today's meeting. I appoint Kyle Gould of Computershare Trust Company, the corporation's registrar and transfer agent, too, as scrutineer. The scrutineers have provided me with a preliminary report on attendance, and the count indicates that there are approximately 74.11% of the common shares outstanding currently represented at this meeting. I also note that under the applicable corporate law and the corporation's bylaws, the corporation is permitted to hold this meeting by the electronic means we are using. I therefore declare that a quorum is present, and this meeting is properly constituted for the transaction of business. A copy of the scrutineer's final report will be filed with the records of this meeting. There is one formal item of business for consideration at the meeting, which is the approval of the proposed arrangement under Section 192 of the Canada Business Corporations Act between TransAlta Renewables and TransAlta Corporation, as more particularly described in the management proxy circular dated August 25, 2023, mailed to the shareholders. In order to become effective, the resolution approving the arrangement must be approved by at least 2/3 of the votes cast by the shareholders of the corporation present in person or by proxy at this meeting. Also by a simple majority votes cast by shareholders of the corporation present in person or by proxy at this meeting, excluding the votes attached to the shares held by TransAlta Corporation and any related or interested party of TransAlta Corporation, in accordance with applicable securities law. The full text of the special resolution approving the arrangement is set forth in Appendix A to the information circular. Unless otherwise requested, I will dispense with the reading of such resolution. Voting for the matter will proceed by way of ballot. The polls are now open. We invite registered shareholders and proxy holders to submit their vote if they have not already done so by clicking on the voting icon at the top of your page. As I mentioned earlier, if you have already voted or set a proxy, there is no need to do anything at this time unless you wish to change your vote. Scott Jeffers, would you please move a motion to approve the arrangement resolution? My name is Scott Jeffers. I'm a shareholder, and I move that the arrangement resolution, the full text of which is set out on page A.i of Appendix A to the management proxy circular dated August 25, 2023, be approved. Thank you, Scott. Have we received any comments or questions on the motion? No, Chair, we have not. Thanks. I will now ask Noreen Howe to second the motion. My name is Noreen Howe. I am a shareholder, I so move. We will now proceed to a vote. You are able to vote for or against the arrangement resolution. There being no further business, the polls are now going to close. The scrutineers will now count the votes and report back to the meeting. This will take a moment. Here's the preliminary report on the ballots and declare that the arrangement resolution has been properly approved. A press release and report on voting results indicating the detailed outcome of the meeting vote will also be publicly filed after this meeting on SEDAR. That concludes the formal business of this meeting. Scott, have we received any comments or questions? No, Chair, we have not. I therefore declare that the meeting be terminated. On behalf of the Board of Directors of TransAlta Renewables, I'd like to thank everyone for attending the special meeting of shareholders and for your participation. I would also like to sincerely thank the members of the Special Committee of the Board of Directors, as well as other members of the Board of Directors, our management team, our independent advisors, and the many other individuals that contributed to this transaction. Thank you.
Loading workspace