Hello, welcome to the 2026 Annual Meeting of Shareholders of Mercer International Inc.. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It's now my pleasure to turn today's meeting over to William McCartney, Chairperson of Mercer International. Mr. McCartney, the floor is yours. Thank you. My name is William McCartney. I am the Chairperson of the corporation, and I will act as chair of this meeting. Today's meeting is also being webcast live through our virtual meeting facilities. We strive to make the meeting as inclusive as possible and are excited to offer our shareholders the opportunity to participate and vote via the virtual shareholder meeting. Joining me at today's meeting are Juan Carlos Bueno, our President and CEO, and Richard Short, our CFO. I will start today by introducing the meeting, and Juan Carlos Bueno will then make a short presentation reviewing our 2025 results and some of our business initiatives moving forward. After the presentation, I will address the business portion of the meeting, and we will then provide an opportunity for general questions. Online participants may submit questions by clicking the messages icon in the upper right corner of the meeting center screen. As Chairman of this meeting, I have adopted an agenda that will govern the order of business and the rules of conduct for the meeting. If you have not already obtained a copy, copies of the agenda and rules are available from the Inspector and are also available through the virtual meeting facilities online in the file section in the lower left of the screen. I appoint Richard Short to act as Secretary of this meeting and Rod Telfer, our Legal Counsel, to act as Assistant Secretary. Anita Bassi of Computershare Investor Services Inc., the corporation's transfer agent, is appointed as the Inspector of this meeting. If anyone has not yet registered with the Inspector, please do so now. Most of you have already voted your proxy or your proxy votes have already been tallied. If you're a shareholder of record or a beneficial shareholder holding a legal proxy from your bank or broker and you want to vote your shares now or change your votes, ballots are available from the inspector. If you are attending the meeting through our virtual facilities, you may do so now with the control number you received. For those of you participating online, if you have not voted or wish to change your vote, you may do so by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote need not take any further action. The polls are now open and will close in a few moments after the presentation of the business matters for the meeting. I have an affidavit of mailing of William Valentin of Computershare Communication Services, stating that the notice of this meeting and internet availability of proxy materials were mailed beginning on April 21st, 2026, and were sent to all shareholders of record as of March 26th, 2026, the record date for attending and voting at this meeting. The report of the inspector indicates that there are 92 shareholders present in person or by proxy at this meeting, holding 51,650,578 shares, which represents approximately 77.11% of the outstanding shares of the corporation as of the record date. This means we have a quorum present, and the meeting is regularly called, duly constituted, and ready for the transaction of business. Now, Juan Carlos Bueno will make a short presentation reviewing our 2025 fiscal year and certain business initiatives going forward. Thank you, Bill McCartney. Good morning. Thank you all for joining us today. As we reflect on 2025 and look ahead to the future of Mercer International, I want to speak candidly about the year behind us and the strategic path forward. 2025 was one of the most challenging years our industry has faced in some time. While we entered the year with measured optimism, market conditions shifted significantly, particularly following the tariff announcements in April 2025, which created significant uncertainty across our markets. The trade-related uncertainty that followed had wide-ranging effects, including weaker demand and pricing across our pulp and lumber markets, incremental inflation on input costs, higher long-term interest rates, and reduced construction activity. At the same time, the U.S. dollar weakened against the euro and the Canadian dollar, increasing our operating costs when translated into our reporting currency. Fiber costs in both Germany and Canada rose throughout much of the year. The combination of weaker demand, lower prices, unfavorable currency movements, and elevated input costs created significant pressure on our results. Many of these were factors beyond our direct control, but what is within our control is how we respond. Looking into our market overview and operational milestones, I want to talk about our One Goal One Hundred program. Since 2023, we have been focused on strengthening our liquidity and improving operational performance. In April of 2025, we launched our One Goal One Hundred program with a clear objective to improve our profitability by $100 million by the end of 2026 through cost reductions and operational efficiencies measured against our 2024 baseline. I am pleased to report that we realized approximately $30 million in cost savings and reliability improvements in 2025, and a further $11 million in the Q1 of 2026. Approximately $41 million in total so far. We are on track to achieve our $100 million target by the end of this year. These results reflect contributions from every level of our organization. While the savings achieved to date did not fully offset the headwinds of 2025, they position us well for improved results as market conditions normalize. When looking at the pulp segment through a challenging 2025 of weak global pulp pricing and elevated fiber costs, our mills maintained stable output with full-year production of approximately 1.83 million air-dried metric tons, broadly in line with the prior year, despite a heavier maintenance schedule. We continue to invest across the asset base, including lime kiln improvements at Stendal, digester and turbine upgrades at Rosenthal, and completion of the wood room at Celgar. At Peace River, we're actively repositioning the mill by shifting our production mix further towards softwood and advancing longer-term initiatives, including a bioenergy carbon capture and storage project with Svante Technologies. We believe that trade uncertainty and inflationary pressures are the principal overhang on this business. While these macroeconomic effects are beginning to ease, supply-demand dynamics will be heavily influenced by the pace of new capacity entering the market. As far as capital allocations and efficiency is concerned and looking into the lumber segment, lumber prices in 2025 were affected by trade uncertainty, tariffs, and countervailing duties while construction activity remains subdued due to elevated interest rates across North America. Our [free-field] mill in Germany remains one of our most competitive operations. At Torgau, we're focused on increasing planed lumber output and improving operational efficiency. We have recently installed advanced scanning technology that will allow us to better optimize our sales mix. Early in 2026, lumber price indicators have been more encouraging. The Random Lengths U.S. benchmark price for Western SPF number 2 and better has trended upward, averaging $463 per 1,000 board feet in the Q1 of 2026, up from $422 in the Q4 of 2025. When looking at mass timber, this business enters 2026 with significant momentum. Our backlog of projects stood at approximately $171 million at the end of the Q1 of 2026, up from approximately $163 million at the end of 2025. Large data center projects sponsored by hyperscalers now make up roughly 60% of that backlog. Our industry-leading North American capacity and broad geographic footprint positions us well for these projects. To meet growing demand, we are ramping our Conway facility to two shifts. That operation with Spokane expected to follow. We currently expect 2026 mass timber revenues of over $100 million, up significantly from 2025. Fiber security remains fundamental to our operations. In Canada, our main import from the U.S. is wood chips for our Celgar pulp mill, which today amounts to about 45% of that mill's fiber consumption. We view this access to the U.S. fiber market as a competitive advantage, particularly as Canadian sawmill procurements have reduced the availability of residual chips in British Columbia. Peace River maintains a stable fiber supply supported by operational partnerships with indigenous communities. In Germany, reduced harvest levels and increased competition for fiber, including demand from biofuel producers, have driven fiber costs higher. We believe our integrated German operations, along with our wood buying organization, which includes our own harvesting equipment, trucks, and rail cars, give us a competitive advantage. Now going to 2025 results, let me go back into what those results were. 2025 was a loss year for Mercer, reflecting the market headwinds I have described above. These headwinds pressured both our top and bottom lines. Total revenues amounted to $1.9 billion, while our operating EBITDA was a loss of $22 million. We reported a net loss of $498 million or $7.44 per share. Both our operating EBITDA and our net loss were heavily impacted by non-cash long-lived assets and inventory impairments aggregating to roughly $270 million. Of this, $204 million was a non-cash impairment against the asset of our Peace River mill, a requirement on the U.S. GAAP that reflects the ongoing weakness in the hardwood pulp market. Importantly, U.S. GAAP does not permit us to factor in the strategic initiatives underway to return Peace River to profitability, including expanded softwood pulp production, potential incremental energy generation, and the carbon capture project. Maintaining solid liquidity remains our top priority. At the end of the Q1 of 2026, our aggregate liquidity was approximately $229 million, comprising $85 million of cash and $144 million of undrawn revolvers. In the Q1 of 2026, as a result of high costs and weak markets, we did not meet the leverage ratio covenant under our German revolving credit facility. In response, we obtained a waiver from our lenders covering that quarter and the two subsequent quarters. Based on our current forecasts, we anticipate being in compliance with the leverage ratio covenant by Q4 of 2026. During Q1, we also launched a consent solicitation with our bondholders to provide additional flexibility with respect to the types of financing transactions we may pursue. That solicitation received approval from more than 80% of our bondholders. We're evaluating strategic alternatives and financing options to enhance our liquidity and financial condition and to position Mercer for an eventual market recovery. Our board has appointed a special committee to oversee management's effort in this regard. Finally, as shareholders are aware, in 2025, our board took the difficult but prudent decision to suspend our dividend as we focus on debt reduction and navigate this period of uncertainty. The board remains committed to a competitive dividend as market conditions improve and our balance sheet strengthens. Moving on to sustainability, I can say that our commitment to sustainability remains firm regardless of shifting policy environments. As stewards of natural resources, it is our responsibility to extract the highest possible value while contributing positively to the environment. At Rosenthal, our lignin pilot plant continues to build the knowledge base for potential future commercial-scale production. At Stendal, we are advancing work on sustainable aviation fuel, which has the potential to reduce greenhouse gas emissions while improving operational economics. At Peace River, we have installed a carbon capture demonstration unit as part of a joint development project with Svante Technologies. The pilot is operating, and early results for both efficiency and CO2 purity have been very encouraging. We're also exploring government support for incremental energy generation at the mill, and we remain committed to our 2030 carbon reduction targets. Our long-term vision is clear. We evolve our pulp mills into true biorefineries that generate multiple sustainable revenue streams beyond pulp alone. SAP remains the operational backbone of our organization, providing the integrated platform that underpins our core business processes. Building on this foundation, we have begun implementing AI functionality within our SAP environment to make better use of our data and support more informed decision-making across the business. At the heart of everything we achieve are our people. Despite the challenges of 2025, our annual engagement survey showed improvement across all 12 measured categories, a remarkable result in a very difficult year. Safety remains the condition of employment, not merely a priority. We achieved safety targets for the year, and we continue to learn from one another, share lessons across our facilities, and hold ourselves to the highest standard for protecting our people. Now, looking ahead for 2026, market weakness is expected to persist throughout the year, and our priority remains maintaining solid liquidity. In pulp, we expect modest NBSK price improvements across our markets, with hardwood pricing relatively flat. Great uncertainty and inflationary pressure on energy remain an overhang, and until that uncertainty eases, the supply-demand balance will be heavily influenced by the supply side. In lumber, we expect a modest seasonal demand increase through the summer building season in both North America and Europe. U.S. lumber pricing is likely to remain volatile in the short term. Meaningful long-term improvement depends on stronger economic conditions and lower interest rates. Over the medium term, we believe favorable homeowner demographics and reduced North American capacity will create supportive supply-demand dynamics. In mass timber, we expect production and sales to increase significantly through 2026 as we ramp our facilities, and we remain confident in this business as a growth engine for Mercer going forward. As mentioned, our board has provided invaluable guidance as we navigate these conditions across human resources and people matters, health and safety, environmental stewardship, and strategic direction. This oversight ensures we maintain transparency and accountability as we work to improve performance and position the corporation for long-term success. Now, 2026 will continue to present challenges. Currency movements and elevated fiber costs are likely to persist. We enter the year with a clear focus: to control what we can control. That means completing our One Goal One Hundred program and continuing to pursue cost reductions beyond it. It means disciplined capital spending. Our planned capital expenditures for 2026 are approximately $60 million-$80 million, focused on maintenance, environmental, and safety projects. It means a continuous focus on reliability, quality, and execution at the highest level. It also means continuing to proactively address our capital structure and balance sheet, as I described earlier, while remaining committed to prudent financial management. The headwinds facing our industry have proven longer and more severe than many anticipated. Our experienced management team has navigated previous downturns, and I'm confident that our short-term strategy will allow us to weather this one. I also believe current conditions validate our long-term strategy, transforming our pulp mills into biorefineries with additional revenue streams that balance our product mix and provide resilience to pulp down cycles. Mass timber is a clear growth engine, expanding at double-digit rates. Our pulp assets with work underway in lignin, carbon capture, sustainable aviation fuel, and broader biorefinery capabilities are positioned to become more than traditional pulp mills with the same operational backbone but more diversified, higher-margin revenue streams. Our sawmills provide fiber security, the essential foundation for everything else we do. At its core, this is a sustainable business. From forest origin to finished product. Our products are renewable and form part of the climate change solution. It is a privilege to be a part of an enterprise that can truly claim that distinction. Thank you. Is it me? Yep. Bill McCartney, over to you. Thank you, Juan Carlos. I will now address the business of the meeting. We have three proposals for shareholders to consider at today's meeting. They were all described in the notice of meeting and proxy statement for today's meeting. First, election of directors. The first item of business is the election of nine directors. The following people have been properly nominated by the board: Juan Carlos Bueno, William McCartney, James Shepherd, Linda Welty, Rainer Rettig, Alice Laberge, Janine North, Thomas Kevin Corrick, and Mark von Pentz. The board recommends a vote for each of them. I will highlight that Alan Wallace has decided to retire and not run for re-election. I would like to thank Alan for his dedication and contribution to Mercer during his tenure. Second item of business is a non-binding advisory vote to approve the corporation's executive compensation as disclosed in the proxy statement for this meeting. The board recommends a vote for this proposal. The third item of business is the ratification of the selection of PricewaterhouseCoopers as the corporation's independent registered public accounting firm for the 2026 fiscal year. The board recommends a vote for this proposal. The discussion of the matters for shareholder consideration is now closed, and the polls are now also closed. There'll be a short pause while the inspector completes the preliminary voting tabulation. I will now share with you the preliminary voting tabulation provided by the inspector based on the preliminary view of the votes cast. First, all nine nominees on the ballot for the board of directors have been elected. They'll each serve until the next annual shareholders meeting or until they earlier resign or are otherwise disqualified to act as directors. Proposal 2, the non-binding advisory vote on executive compensation, has been approved. Finally, proposal three, the ratification of the selection of the corporation's auditors for the fiscal 2026, has been approved. With the business of the meeting concluded, I declare that our formal meeting is now terminated. I will now open the floor to questions from shareholders. At this time, we'd like to take any questions you might have for us today. To ask a question, click on the message icon to submit your question or comment. At this time, there are no questions. Thank you. The 2026 annual meeting of shareholders of Mercer International is now concluded. Please feel free to disconnect.
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