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Annual General Meeting · 2026-04-29
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I will speak to the format and proceedings for today's meeting momentarily. Most of today's proceedings will be conducted in English. However, we have provided French visuals as well as simultaneous translation for those who are in attendance. At this time, I would like to inform you that this annual meeting of shareholders is being recorded and will be available following today's meeting via a video link on our website, www.taramont.com. Joining me on the podium today is our President and Chief Executive Officer, Mike McMillan, and John Doolittle, our Executive Vice President and Chief Financial Officer. Also, it is my pleasure to introduce Habem Sayed, our Chief Legal Officer, General Counsel, and corporate secretary. Habib joined Toramont in June 2025 and is a member of the executive team leading the legal function and supporting the board and management across the organization. He brings extensive experience in corporate, commercial, and securities law, including public company governance, mergers and acquisitions, and complex transactions. We are pleased to have Habib's leadership and expertise supporting Taramont and the board. I would like to invite William Harvey, the president of our mining division, to review the safety procedures before we begin the meeting.
Merci, Monsieur le Président. Good morning, everyone. For the evacuation procedure, the most simple way is for everyone to leave on the doors to my left and also to the doors to my right. And please follow the same hallway which you proceeded to enter the building, exit the front doors, and you'll see there is, by the podium with the equipment, a muster point there, muster point number two. So that's the best place to gather if we needed to evacuate. Are there first responders in the room? Thank you. So we've identified our first responders, and we have also a first aid kit that's here in the corner in the main area where we were gathering earlier, if required.
Merci, William. Now to the proceedings of our annual meeting of shareholders. As you are aware, today's meeting is being held in person. As described in detail in the management information circular for today's meeting, registered shareholders who held chairs on March 20, 2026, the record date for this meeting, and validly appointed proxy holders, which includes non-registered shareholders who have properly appointed themselves or another person as proxy holders, are entitled to participate, vote, and ask questions at this meeting. Our circular and other proxy materials contain full details about how to register yourself or a proxy holder to participate at today's meeting. If you are not a registered shareholder or a duly appointed proxy holder, you are attending today's meeting as a guest. Guests are not able to ask questions, communicate, or vote at the meeting. Representative of TSX Trust, Touramont's registrar and transfer agent are located outside the room and have detailed records relating to the shareholdings as of the record date. If any shareholder or proxy holder present has not yet registered his or her attendance with TSX Trust, please do so now. As we move through our agenda to consider each formal item of business, I will give registered shareholders and appointed proxy holders an opportunity to ask questions by specifically inviting discussion on the matter. If you have a question, please proceed to a microphone and wait for me to open the floor to questions and recognize you. We ask that you please state your name and if you are a registered shareholder or proxy holder and, if a proxy holder, on which shareholders' behalf you're appointed proxy. During the formal business of the meeting, your questions should be limited to the specific motion or item before the meeting. To be efficient and to give all shareholders and proxy holders the opportunity to participate at today's meeting, we'd ask that you ask one question at a time and try to keep the question brief. All proper questions that are relevant to the business being discussed will be addressed while that item of business is before the meeting. After the formal business of the meeting, there will be an opportunity to ask additional questions concerning Torremont and its business that do not relate to the formal items of business, and we would ask that you hold any of those questions to the informal Q&A period at the end of the meeting. Before we begin the formal business of the meeting, I would like to introduce our directors who are joining us here today, and I will ask them to stand until all have been introduced. Peter Blake, Ben Cherniavsky, Cathy Cranston, who is also our Audit Committee Chair, Paramita Sharon Hodgson, who is also our Human Resources Health and Safety Committee Chair, Avi Ledbridge, Mike McMillan, who is our President and CEO, Fred Mifflin, who is also our Governance and Sustainability Chair, and Cathy Retti. These individuals, along with myself, comprise your current Board of Directors. We are also grateful for you and our fellow shareholders for your support and trust over the years. We also have senior management from our businesses here today. Ladies and gentlemen, if you could please stand as I call your name and remain standing. From Torremont-Cat, we have Joël Couture, Chief Operating Officer. Miles Gregg, President, Construction Division. division, Glenn Keenan, VP marketing, William Harvey, president mining division, Hakon Saki, VP information technology services, Doug Wilson, VP digital services, Adam Miller, VP power systems, Justin Schultz, VP retail and product support, Willie Montpellier, VP Quebec Region, Jean-Yves Grand, VP Sales and Major Accounts, Nagib Bestavros, VP Product Support Strategy and Business Development, Rob Kerchow, VP Finance, Matt Ferguson, VP Atlantic, and Denis Degagnier, General Manager, Used Rental Equipment. From Simcoe Refrigeration, we have Dave Melinoskus, President Simcoe Refrigeration, Benoit Rodier, Director of Business Development. Sébastien Castonguay, General Manager, Québec and Atlantic Canada. From our Battlefield business, welcome Colleen Goring, President Battlefield, Jobsite and TMH. Christina Kim, VP Finance. Margie Davis, VP Branch Operations. Stéphane Coutu, GM Poinclair. From Torremont Material Handling, please welcome Willie Grubisic, Director of Sales, David LeBlanc, GM Product Support. From our ADL business, we welcome Vince Di Cristoferro, President, and Kelly Hancock, Chief Administrative Officer. And turning finally to the Toramont corporate team, in addition to Mike, John, and Habib seated with me, we have Rick Newman, who joined us in 2025 as our Chief Digital Marketing and Technology Officer. Rick brings over 20 years of digital and marketing leadership experience from organizations including Walmart, Air Miles, and Flip. We are excited to have him on board. We also have Stephanie Hardman, Chief People and Culture Officer, Mike Cuddy, Chief Strategy Officer, Jennifer Cochran, VP Finance, Eddie Ho, VP Strategy and Corporate Development, Garnett Pearson, VP Real Estate, Asset Management and Development, and Maria Vomiro, Senior Director, Health and Safety. To give credit where it is due, please join me in thanking these leaders, as well as those executives who are not here today and their teams, for a job well done in 2025. Great team. Great team. The meeting will now come to order. As per our company bylaws, I will act as chair and ask Habib Syed to act as secretary of the meeting. With the consent of the meeting, Emma McKinsey, Laurie Grinton and Isabelle Vachon of TSX Trust Company, Thuramont's registrar and transfer agent, will act as scrutineers. I have received the scrutineer's initial report of attendance, and based on that information, I can confirm a quorum is present. A copy of the scrutineer's final report on attendance will be filed with the records of this meeting. As proper notice of the meeting has been given, I declare this meeting to be duly convened. I will now commence the formal business of the meeting. The Secretary has given me proof that the notice of this meeting and the accompanying management information circular dated March 6, 2026, the form of proxy and the annual report containing our 2025 audited consolidated financial statements were filed and mailed on March 27, 2026 to registered and beneficial shareholders who requested a copy. Proof of that mailing will be annexed to the minutes of this meeting. As outlined in the Notice of Meeting and Management Information Circular, today's meeting will cover the four following items of formal business. To receive our consolidated financial statements for the fiscal year-ended December 31, 2025, and the auditor's report on those financial statements To elect each of the ten nominated directors To reappoint Ernst & Young as the company's auditors And to conduct our annual advisory say-on-pay vote on our approach to executive compensation All of these items of business are described in detail in this year's Circular. There are three matters set out in the notice of meeting to be voted on by shareholders. As is customary, the election of directors will be voted on by ballot. The vote related to the appointment of auditors and the advisory say-on-pay approach to executive compensation will also each be voted on by ballot. All three matters being voted on today require a simple majority approval. Only registered shareholders and duly appointed proxy holders are permitted to fill out a ballot or vote at today's meeting. If you have already voted, it is not necessary to vote again at today's meeting unless you wish to change your vote. Our scrutineers should have provided each registered shareholder and duly appointed proxy holder with the relevant ballot when you're registered at the front desk. During the formal business of the meeting, registered shareholders and proxy holders who wish to vote at today's meeting should complete your ballot, including filling out the information requested in the ballot form, and casting your votes as each matter is put to a vote. Prior to the formal close of the meeting, we will provide a few moments to ensure that all ballots have been completed. Once the formal business is completed, we will ask you to raise your hands so the scrutineers can collect the ballots to tabulate the voting results. If you are a non-registered shareholder, you will have already had the opportunity to cast your vote on the matters to be considered at today's meeting by providing voting instructions to your intermediary. Provided you complied with all the voting instructions and the materials sent to you by your intermediary, your votes on those matters have already been received and will be counted by the scrutineers. On behalf of the Board, I want to thank those shareholders who submitted their proxies in advance of today's meeting. As I mentioned, each of these matters to come before this meeting will require approval by a simple majority of the votes cast. Based on the proxies that have been received and attendance at today's meeting, it is clear that all resolutions to be put before the meeting today will be passed. To make the best use of our time, we have asked certain shareholders or proxy holders to move and second these resolutions. As I mentioned earlier, I will be providing an opportunity for registered shareholders and duly appointed proxy holders to ask questions on each resolution in turn. I would ask that any registered shareholders and duly appointed proxy holders wishing to make a comment or ask a question on a specific resolution to hold their question until the appropriate time during the meeting. During the formal business of the meeting, your questions should be limited to the specific motion or item of business before the meeting. After the formal business of the meeting, Mike will present a business update, and then John will provide a financial overview of the company. I encourage you to ask any additional questions about the company during the informal Q&A period that will follow management's presentation. I will announce the preliminary voting results at the end of the meeting, based on information provided by our scrutineers. The final voting results will be released after the meeting in accordance with our usual practices, applicable laws, and stock exchange requirements. They will also be available on our website and under our profile on Cedar+. The first item of formal business is the presentation of Turamont's audited consolidated financial statements for the fiscal year ended December 31, 2025, and the auditors report on these financial statements, both of which have been made available to shareholders on our website and on SIDAR+. I confirm that our secretary has placed these documents before the meeting. As I mentioned, John will be providing a financial overview of the company following today's formal business, so we would welcome any question on the 2025 audited financial statements at that time. The next item of formal business is the election of each of the directors of Touramont's board. As described in our Management Information Circular, the board of directors has previously determined that the number of directors to be elected to the board at this meeting is 10. Nominations have already been proposed by management in the Management Information Circular, together with each director's detailed biography. You are asked to vote for each director individually in accordance with the company's majority voting practices, which are described on page 24 of our circular. The meeting is now open for nominations. May I have a motion in this regard?
Mr. Chair, this is Colin Nguyen, I am a shareholder and I nominate each of the following 10 persons to be elected as directors of the corporation until the next annual meeting of shareholders or until their respective successors are elected or appointed.
Are there any questions on this motion? Seeing there is no question, I will proceed with the business of the meeting. Under the company's majority voting practices, in uncontested directors' elections, the votes cast in favor of each director and nominee must represent a majority of the total votes cast at the meeting. Under Thuramont's advance notice by law, shareholders were required to give at least 30 days' advance notice of their intention to nominate any other director at the meeting. As no notice was received, I now ask for a motion to move that nominations be closed and for the motions to be seconded. Thank you. Is there a seconder? Thank you, William. I declare the nominations closed. I now call for a vote on the motion before the meeting. May I have a motion from the floor electing those nominated as directors for the ensuing year? Thank you Jennifer. Seconder. Thank you Fred. I direct that a vote by way of ballot be taking on this motion. Ballots were provided to registered shareholders and duly appointed proxy holders when you arrived at the meeting. Shareholders who previously voted by proxy did not fill out a ballot unless you wish to change your vote. Your votes on those matters have already been received and will be counted by the scrutineers. All registered shareholders and duly appointed proxy holders present who wish to complete a ballot and who were not provided with one, please raise your hands so that the scrutineers can bring you one. I see nobody. We will now proceed with voting on the election of directors. each registered shareholder or proxy holder should record his or her vote in respect of the motion which has been put to the meeting in the usual manner by indicating whether the vote is for or withheld each shareholder or proxy holder should now sign and then print his or her name on the ballot we will proceed with the next order of business for the meeting the third item of formal business to be considered is the reappointment of the company's auditors. On the advice of the Audit Committee, the Board of Directors recommends voting in favour of the reappointment of the firm Ernst & Young LLP as Terramont's auditors for the ensuing financial year commencing January 1 and ending December 31, 2026, and to hold office until the next annual meeting of shareholders. I believe we have a motion in this regard.
Mr. Chair, I move that Ernst & Young, LLP, be appointed as auditors of the corporation for the same year to hold offices for the next annual meeting of Sheryl's and a remuneration to be fixed by the directors of the corporation.
Thank you. May I have a seconder? Thank you, Miles. Is there any discussion on this motion? there being no discussion or question I will now call for a vote by way of ballot on the motion before the meeting. As noted earlier in the meeting, ballots were provided to registered shareholders and duly appointed proxy holders when you arrived for the meeting. Shareholders who previously voted by proxy need not fill out a ballot unless you wish to change your vote of course. Your votes Notes on those matters have already been received and will be counted by the scrutineers. We will now proceed with voting on the appointment of auditors. Each registered shareholder or duly appointed proxy holder should record his or her vote in respect of the motion which has been put to the meeting in the usual manner by indicating whether the vote is for or withheld. Each shareholder or proxy holder should now sign and then print his or her name on the ballot if you haven't already done so. We will proceed with the next and final order of formal business for the meeting. The next and final item of formal business is our annual say-on-pay vote. Each year, the Board of Directors of Touramont invites shareholders to have a say on pay by way of an advisory vote on Touramont's approach to executive compensation. Details of our executive compensation program and policies are outlined in detail in this year's Management Information Circular, beginning on page 39. The resolution presented to shareholders is set out on page 9 of our circular for today's meeting. This is an advisory vote, so the result will not be binding on the Board. However, the results of our say-on-pay vote is carefully considered by the Board and the Human Resources and Health and Safety Committee as part of our annual review of executive compensation. May I have a motion in this regard? Thank you. May I have a seconder? Thank you, Joelle. Is there any discussion on the motion? That's the way I like it, by the way. There being no question, I direct that a vote by way of ballot be taken in this motion. Once again, ballots were provided to registered shareholders and duly appointed proxy holders when you arrived at the meeting. Shareholders Scrutineers who previously voted by proxy need not fill out a ballot unless you wish to change your vote. Your votes on those matters have already been received and will be counted by the scrutineers. Each shareholder or duly appointed proxy holder should now record his or her vote in respect of the resolution which has been put to the meeting in the usual manner by indicating whether the vote is for or against the motion. Each shareholder or proxy holder should now sign and then print his or her name on the ballot if you have not already done so. Once complete, please raise your hand so the scrutineers can now collect the ballot. I now declare the polls closed. While the scrutineers prepared their preliminary report on voting results, we will continue with some brief remarks from Mike McMillan, our President and Chief Executive Officer, and John Doolittle, our Executive Vice President and Chief Financial Officer. Then we will open the meeting to general questions.
Thank you, Mr. Chair.
Bon matin. Merci d'être avec nous aujourd'hui et de vous gendre à l'Assemblée annuelle du tourment. C'est un plaisir d'être ici à Pont-Claire. Le Québec joue un rôle clé dans notre succès. Même si nos servants de clients partout en Amérique du Nord, nos racines ici sont profondes. Mon français étant limité, understatement, je poursuivrai en anglais. J'espère que l'introduction simultanée vous permettra de suivre confortablement. Merci. You're very kind. Etymology tells us the name Torremont was created in the early 1960s by connecting the words Toronto and Montreal together in recognition of the founders' home cities. Ten years before that, Hewitt Equipment was founded in Quebec, and as a Caterpillar dealer went on to participate as a supplier to iconic nation-building projects, including the St. Lawrence Seaway, before joining Torremont almost nine years ago. Looking even further back, in the days when ice was still harvested from local ponds for food preservation, Simcoe was founded in Montreal in 1913 as the Canadian Ice Machine Company. Decades of success followed across many exciting local assignments. For Habs fans, Montreal Canadian fans, 12 Stanley Cups were won by Montreal Canadians at the Forum where Simcoe provided the refrigeration equipment and the ice in which our sports heroes waged historic battles. I have to ask, are there any Habs fans in the audience? Well, let's see if they can pull it through, right? Today the legacy continues. Torremont employs more than 2,000 Quebeckers serving in 30 locations and people like Torremont Katz William Harvey, our president of our mining division, Naguib Bestavros, vice president of product support, William Montpellier, vice president in Quebec Region, Jean-Yves Grand, vice president of sales and major accounts, Stéphane Coutou, the General Manager of Battlefield Quebec, and Torremont Material Handling's Quebec GM, Willy Gribesek, as well, and from Simcoe, Sébastien Conestougue, GM of Eastern Canada, and Benoit Royer, Director of Business Development. I know there are many more in the audience here, but I just wanted to recognize local leadership. As well as many others, work tirelessly to care for our customers and, of course, deliver value for our shareholders. Under the auspices of Connect 26, our current business plan, we're even investing for an even bigger future in Quebec. Later next year, we will open a state-of-the-art remanufacturing facility in Quebec City to complement our capabilities in Point Clair and keep pace with demand locally from Northeastern mining customers for restoring heavy equipment components and power systems. Construction, mining and power generation have long been key markets for Torremont. We see long-term potential for these sectors straight up, but also because governments appear to be showing new willingness to engage in large-scale infrastructure and resource development projects to protect and grow the economy. The proposed contract terminal project to expand capacity at the port of Montreal by 60%, the Madouini project in Saint-Michel-des-Saëns, and the alto high-speed rail from Toronto to Quebec City are great examples. We are supportive of activities like these that will keep goods and people moving and, importantly, create jobs and generate lasting economic benefits. Tormont's role in the economy is to serve customers where they choose to do business by offering specialized fit-for-purpose equipment and lifetime product support in this pursuit we never waver that said how we deliver our mission grow our business connect with customers and solve their challenges is constantly evolving today I will highlight areas of recent change growth and investment, and to illustrate that very point. Our objective is to ensure that we work together to position our business for sustainable long-term growth. Before doing so, I caution you that my remarks, John Doolittle's presentation that follows, and answers to your questions may also contain forward-looking statements as noted on this slide. One of Torremont's defining characteristics is our high-performance, values-driven culture. Our culture fuels delivery of our mission, and perpetuating it is a key management responsibility. It's where I'd like to begin the discussion today. Value creation for customers, partners, and shareholders is dependent on maintaining a safe, vibrant, and productive workforce. Accordingly, we put great deal of effort in recruiting, developing and retaining Toramont employees. We also acknowledge with gratitude the many contributions of our 7,900 teammates who serve in over 165 locations across Canada and the United States. If you are a Toramont employee, maybe you could raise your hand just to be recognized once more. Thank you. We also proudly celebrate the success of our people. You may recall Torremont's Harry Mott was featured on the cover of our 2024 annual report when he earned his way into the Caterpillar Global Dealer Technician Challenge. After local, national, and international rounds over the last two years, Harry was chosen as one of the top ten technicians in the world for his ability to safely and accurately diagnose and make repairs under intense time pressure. With over 65,000 technicians and cat dealerships worldwide, that is an accomplishment we should all celebrate. Service technicians like Harry make up 47% of our workforce, and the largest cohort of skilled workers at Torremont are between the ages of 35 and 45. In this way, we do not face the same level of demographic risk as Canadian society in general, but to remain positioned for growth, we have to keep recruiting over time and in line with demand. We consider our apprenticeship program an essential part of achieving this goal. I encourage you to read the Torremont Sustainability Report for details on our people programs. I think you will be pleased to see the ongoing improvement trend in our safety outcomes and the ways in which we are striving to do better. Collectively, our employees engaged in over 139,000 hours of multidisciplinary skills development last year, including safety training. Although technology is advancing and changing the way we do work, there is no substitute for skilled technicians like Harry who leverage technology and deliver exceptional service for our customers each and every day. Building our technician team remains a critical focus going forward. There is no single measure of culture, but I take it as a positive that our workforce retention rate remains high and over half of all eligible employees are Torremont shareholders as well. My message to the many Torremont employees listening is thank you for your disciplined and dedicated efforts. You are making a difference, positioning us for sustainable growth and a very bright future. Torremont's sustainability report also describes our environmental programs and performance. Responsible stewardship through constant monitoring and modernization of our fleet of service vehicles and operations brings focus to emissions reduction. Over the next couple of years, Torremont will open over a half a million square feet of new store, warehouse and remanufacturing space in Canada, all designed with energy efficiency in mind, and giving us a stronger foundation from which to connect to the customers, solve their challenges, and drive organic growth. Listening to our customers is central to our facility investment plans. For example, the impetus for the new remanufacturing centre in Quebec City I mentioned earlier was demand from our many customers in northeastern Quebec and Labrador who wanted us to double our Quebec remanufacturing footprint and dedicated in-region staff. In Ontario, we're investing in new automation-enabled warehouse, a new joint Torremont-Cat-Torremont Industries branch and head office as well, and an additional Torremont-Cat branch in the east side of the GTA. Proximity retailing enables us to work closely with customers when they rent equipment, evaluating new purchases and when their machines need parts and service. Getting customers back to work more quickly is the name of the game. In all respects, we are supported by Caterpillar. Last year, Caterpillar celebrated its 100th anniversary of equipping the world with innovative products and services. We celebrate this knowing this milestone, we celebrate this milestone knowing we can trace our own shared lineage back through names such as Nova Scotia's William Stairs Son and Morrow, the first Canadian company to be awarded a Caterpillar dealership in 1927, and Hewitt, later part of Hewitt, sorry. Manitoba's Powell Equipment, also founded in the 1920s and acquired by Torremont in 2001. Equipment Company, founded in 1949 and Torremont since 1996. And Crothers Cat, serving customers in Ontario beginning in the 1940s and part of Torremont since 1993. Caterpillar is an enabler of our success. We see that in many ways, including the customer-centric approach that they use to develop new machines and the attention paid to advancing the powerful onboard technology, including telematics that keeps customers connected to Toramont for product support. We are strongly aligned with CAT's mission of solving customers' toughest challenges and building our differentiated dealer capabilities. That means providing the support our customers need to achieve industry-leading TOC or total cost of ownership and ensuring product availability consistently meets or exceeds their expectations. Getting customers back to work quickly when maintenance is required is mission critical for us and Caterpillar. We look forward to partnering and growing with CAT for their second century of success. In our earliest days, delivering our mission was about bricks and mortar. Now it's also about how we interact with customers and their machines using digital tools, technology, and information that streams to us 24-7. Over the past three years, 91% of cat mining and construction equipment we've sold in our territories is connected. That means Torremont is data-rich. It's a data-rich business with real-time insight into the location, utilization, and condition of thousands of connected customer assets. It's incumbent upon us to use that advantage wisely. Doing so will make us more effective, efficient, and competitive, which differentiates us as we help our customers drive productivity and realize value through industry-leading TCO. A key technology investment this year is the new resource planning system at Battlefield. It will provide easy access to business-wide data that will inform how we are allocating our resources across Battlefield's 70 stores, monitoring rental, fleet utilization, and inventory turns, and improve our go-to-market digital and mobile strategies for a better customer experience. To further our ambitions, we recently recruited Rick Newman to serve as our Chief Digital Marketing Officer. And Rick, maybe you could also wave again just to be acknowledged. Rick is uniquely qualified, as Richard mentioned earlier, for this important role, having previously served as Chief Digital Officer at leading companies, including Walmart. Although early in his tenure with us, Rick is advancing a framework that will coordinate the corporate-wide use of digital tools for customer service outreach and acquisition. We welcome REC to our corporate executive team, along with Habib Syed, our chief legal officer, general counsel, and corporate secretary. Habib, as you know, is just off to my left here. Habib's previous experience as senior VP, legal general counsel, at a leading technology company is just a natural fit for us as we go forward. I said at the outset that how we grow is constantly evolving, while we retain crucial disciplines that have made us successful. That comment also relates to products that we offer. Some examples are in order, starting with power generation. Early last year, we deployed our balance sheet to acquire 60% of AVL manufacturing. AVL is a leader in the design and construction of specialized enclosures that house standby generators, which are fully integrated with fuel tanks, switchgear, breakers, catalytic reduction systems, all of which we offer as a cat dealer. Yesterday, we announced that we have increased our percentage ownership in this business as well to 80%. Although relatively small compared to Torremont, AVL is growing at a significant pace and serves an exciting growth area as enclosures are in high demand and in short supply as well. Through this purchase, investments in AVL production capacity in Hamilton and the new facility in South Carolina, we secured a strong order book of enclosures primarily used for standby power generation systems for customers, including caterpillar dealers along the eastern seaboard. We also welcomed a dedicated team to the Torremont family led by Vince DiCristofaro, president of AVL who of course has joined us today. Vince, if you would mind just raising your hand one more time. Thank you, Vince. Like other products, Torremont sells AVL enclosures are big, highly engineered and differentiated by their design and construction. and construction quality. A single unit requires many hours to build because of the energy required to operate a single data centre. It's common to require 20 to 30 or more AVL enclosures at one location. We never get too far over our skis and in talking about the opportunity, but we do see potential for long-term growth in enclosure sales on the back of rising energy demand, and including for computing power associated with AI, machine learning, and cloud storage. Importantly, this potential is complemented by opportunities for Torremont power mines, construction, and a host of applications from hospitals to factories to fishing vessels. Today, Torremont does all of this and more as a trusted power and energy advisor and integrator, a position that helps us solve unique challenges for our customers. A recent example can be found in the Quebec side of Hudson Bay, 1,200 kilometres northwest of us. That's where Wesiskin Waste Management serves the community of East Main and commercial partners across the traditional Cree territory of Eiuichi. In late 2024, this 100% Cree-owned business asked Torremont to provide power to Canada's first-of-its-kind waste-sorting facility. Beyond the challenge of its remote location, the facility's power needs are highly variable. What started out as an assignment to spec a generator turned into a collaboration that saw Toramon engineers make detailed estimates to project the electrical loads needed to provide inrush power to start waste feeders and sorting equipment in the morning and maintain lighting for security overnight. using these findings we recommended a cat generator set paired with battery energy storage system the generator charges the batteries then shuts off until a new charge is needed which substantially reduces fuel consumption and emissions both key customer objectives post installation our power systems team has continued to remotely monitor performance and through refinements has successfully reduced generator run time from 310 hours for a month to 260 for even more fuel savings and lower emissions. This is the value that we strive to bring to every assignment in our territories. Special mention here is to Adam Miller, our power systems leader, and his team for their diligence and our customer whose sustainability focus is expected to lead to a 90% reduction in waste going to landfill through sorting, recycling and compaction over the next 20 years. Connecting customers with advanced solutions is also central to growth at Simcoe. By leveraging its capabilities, its engineering capabilities, Simcoe is building a broader franchise both as a provider of thermal management solutions that use CO2 and ammonia refrigerants and as a technology innovator as well. Thermal management refers to systems that recover heat from the process of cooling, making them highly energy-efficient and cost-efficient and able to reduce or displace the use of fossil fuels. Simcoe's next-generation offering, the Thermal Force One, does this at a scale to meet all of a building's heating and cooling requirements, including air conditioning, space heating, and high-grade water heating. Like our branded EcoChill product, Thermal Force One can operate on traditional energy sources, as well as geothermal, solar, wind, biomass, and making it future-ready. With its broader portfolio, including CO2 chiller packages and mechanical, electrical, and plumbing capabilities, Simcoe is locked in on growth opportunities in core industrial refrigeration and ice rink markets as well as specialty manufacturing industries, pharmaceutical production and district heating and cooling. Recently, Simcoe's smart transfer technology was chosen to augment safety at Boston's vicinity project where thermal energy from the Charles River will be harnessed by a 35 megawatt steam and heat pump system. Additionally, IQ Automation, which uses advanced thermal imagery to take pinpoint ice temperature readings, is now helping rink operators to adjust compressor and condenser performance in real time. Nine professional hockey facilities now employ IQ, and more will start to do so before the start of the next season. Broader capabilities also enabled Simcoe to design a system that helps manufacture the manufacture of personal protective gloves heat and cool their factory without using harmful synthetic refrigerants and with a reduction in their energy costs. Given the size of its addressable North American market and our level of penetration, Simcoe has a mandate to grow and the track record and reputation and long-term potential to do so. Equipment rentals are another meaningful opportunity. Size estimates vary, but the Canadian market is generally thought to generate around $5 billion of revenue annually. We serve it by investing in our equipment fleets and embracing new methods of connecting with customers. In heavy rents, we recently bolstered market coverage by adding a mobile rental specialist team and integrating new disciplines to improve customer convenience. For smaller machines like Cat Compact equipment, we leveraged both Tormont Cat Sail Force and Battlefield's storefronts to better reach users. In serving the market for industrial tool crib rentals, we recently opened our 15th job site location in Saskatchewan. This business primarily focuses on plant shutdowns and turnarounds, and an excellent growth opportunity creating new connections with customers spanning energy, potash, and mining operations across Canada. Before concluding, it's important to acknowledge that capital equipment markets are cyclical. So while we position for growth every year, 2026 included, we are prepared for demand variations. This chart shows the annual contribution of equipment sales to revenue since 2015. This includes new and used equipment and power systems, but excludes product support and Simcoe. While the cumulative long-term trend is up and to the right, there are ebbs and flows in different markets influenced by commodity price changes, interest rates, housing starts, and foreign exchange. For example, mining, which is shown in orange, accounted for as little as 8% of total sales during the period, but as much as 28% in 2024 and back to 17% last year. Diversification by market, customer, and in the case of mining by mineral type, helps us to smooth market variations as does our product support business. Last year it generated about 41% of Toramont's total revenue, but business and economic cycles do come with variables that must be managed. To do that, we pay rapt attention to demand signals as we invest in fleets and facilities and as we keep our radar highly tuned to equipment utilization. This brings me back to the beginning and my comments about the large-scale infrastructure projects which may add to our opportunities over time. Of the 17 projects referred to in the federal government's new major projects offices, seven are in Torremont-Katz territories. That's not to mention plans to modernize Canada's Arctic-Northern defenses, including Goose Bay, Newfoundland, and Iqaluit. Closer to home, Montreal's REM light rail transit system, the Quebec City tramway, the Ontario subway line in Toronto, refurbishment of Pickering nuclear power plants, the new hospital facilities in Halifax, and highway construction across our territories are demand instigators for our construction customers. Tornemont's goal is to be ready to meet demand when it arises. The same is true for mining. The Sission Mine Project in New Brunswick, the Nouveau-Mont Graphite Project in St. Michel-des-Saint, and the Canada Nickel Crawford Project in Timmins have all been referred to in the Major Projects Office for consideration. The Ring of Fire in Northern Ontario represents another future opportunity. It's said to contain one of the most promising critical mineral deposits in the world. Critical mineral deposits include chromite, copper, nickel, platinum, and titanium, the ingredients that are necessary for everything from cell phones to medical devices. If and when this 8,000 square kilometre track becomes open for development, Tormont will be well prepared to support our customers with Caterpillar equipment to build and maintain access roads and CATS precision mining solutions to enable more efficient and precise extraction and processing. We are now in the home stretch of our Connect 2026 business plan. While I'm pleased with the way the team has executed the plan so far, we do have more work to do. Organic growth is Torremont's priority and preference, as I hope I've demonstrated in today's discussion. We have many opportunities to pursue. However, we have a deeply experienced leadership team, highly skilled workforce, and market diversification to help us manage successfully through economic cycles and challenges. We're also open to inorganic growth on a selective basis, and our corporate development team is good at evaluating opportunities. AVL, of course, is the most recent example. But the word discipline comes first in our disciplined, dedicated, and driven theme for a reason. We will not swing out of our strike zone, our investment hurdle rates are non-negotiable, and our acquisitions must connect to our business model and provide the means to generate sustainable, compelling value over time. We will also remain highly disciplined in managing the costs of growth. And that brings me to the important, final, and most important part of my presentation. On behalf of Torremont's 7,900 teammates across Canada and the U.S., I offer my sincere thanks to all customers, shareholders, and Caterpillar. our largest business partner for your support and encouragement over the past year on a personal note I also wish to thank our fellow directors for your wise counsel and our senior leadership team for driving us forward in the pursuit of returns for all stakeholders now see and thank you for listening it's now my pleasure to invite John Doolittle to provide his financial report thank you thank you Mike well done on the French by the way
That was terrific. It's an honour to serve as Tormont's Chief Financial Officer. Good morning, everyone, and a pleasure to be here in Point Clair for what might be called our 37th Annual Dividend Recognition Event. That's the number of consecutive years that Tormont has raised its common share dividend, an enviable track record that speaks to a consistent, disciplined, consistent and effective approach to shareholder value creation. I often reflect It worked on my good fortune to work for a company that has such a financially sound business model, solid balance sheet, underlying it all a great team of people focused on our customers, shareholders, and stakeholders. Teamwork and dedication were abundantly clear during 2025 as we navigated a challenging economic environment. For example, we brought together representatives from across Torremont at all levels early in the year to form a tariff task force. We met every day for weeks, not knowing when, if, or how the cross-border situation would resolve itself, and doing everything we could to position Tormont for a steady ride. I thank the members of the task force and all the members of finance, Christina, Jennifer, Kelly, Rob, Steve, Natasha, who are here today. Thank you, guys. For your attention to detail, partnership with all of Tormont's businesses and your focus on balancing great governance and business performance and despite a turbulent economic backdrop the team persevered and delivered solid financial results now on to the numbers and i'll start with the highlights of 2025 before moving to the first quarter of 2026. for the year revenue increased four percent to 5.2 billion dollars and growth in both the equipment group and simco equipment group revenue increased on higher rental and product support activity including the contribution from AVL. As Mike said, Tormont acquired 60 percent of the shares of AVL on January 31st for $67.5 million in cash on hand, plus the issuance of just over 110,000 Tormont shares. The acquisition was accounted for as a business combination, and therefore AVL's annual results, including the $255 million in revenue, were included in the equipment Group's performance for 2025. We had committed to purchasing the remaining 40% of AVL at various dates through to 2031, and as Mike said, we have accelerated the purchase of 20% so that we now own 80% of the business. In 2025, Simcoe's revenue grew on strong demand and good execution in Canada and the U.S. against a robust order backlog. Product support revenue was also higher. Turning to profitability measures, consolidated gross profit margin increased 30 basis points to 25.4 in 2025, with both groups contributing to improved performance. Equipment group gross margins increased on improved equipment margins, reflecting a favourable sales mix, despite lower rental and product support margins. simcoe's gross margin increased on higher package sales gross margins reflecting good execution and the nature of projects in process dampened slightly by lower product support margins and a less favorable sales mix operating income at the consolidated level increased two percent year over year excluding a gain on the disposition of a surplus property selling and administrative expenses increased eight percent compared to 2024 or five percent if we exclude the pre-tax capital gain of $13.7 million on the property disposition, and the assumption of ABL's expenses. There are a number of moving parts in this line item, including salaries and IT, which are managed carefully to realize value while supporting growth. Interest expense decreased by $6.7 million to $35.4 million for the year, reflecting the $300 million of senior unsecured debentures we issued last year. Those debentures mature in 2030 and bear interest at 3.76% per annum. I referred earlier to Torremont's strong balance sheet. At December 31st, the company had cash and cash equivalents on hand of $1.3 billion, which exceeds our debt. And while it's true that cash balances in this environment earn lower interest income, $10.2 million lower in 2025 than 2024, cash is king against uncertainty and provides torment with flexibility to execute our growth plans. Now let's look at how we allocated capital. We began 2025 with $891 million in cash and through the year cash from operations contributed $781 million, a 12% increase over 2024. $228 million of that in property, plant and equipment, including about $73 million to increase avl's capacity 119 million for rental fleet additions 47 million net of cash for for the business acquisitions primarily related to avl 40 million in share buybacks and an average per share cost of 121 dollars per share under our normal course issuer bid which was renewed in september of this year and 166 million of dividends paid to our shareholders as i said Instead we finished the year with $1.3 billion in cash, a good balance between short and long-term debt, $500 million committed revolving credit facility that we extended last year to March 2030, thereby providing us with a very solid capital structure. Now to the bottom line, 2025 net earnings were $497 million, or $6.11 per share basic. EPS was 1% below 2024, primarily related to growth-related investments and lower interest income on our cash balances. 2025 return on shareholders' equity was 16.9%. As long-term stewards of the company, we seek to deliver 18% return on equity over a business cycle. On this basis, Tormont's return on equity has averaged 20.3% for the past five years. Supported by Torremont's strong financial position and a positive long-term outlook, our board increased the common share dividend by 8.3% in 2025 and another 7.7% effective with the quarterly dividend paid on April 2nd of this year. Since our IPO in 1968, Torremont has paid dividends every year. Our outlook takes into account a number of factors, including order backlog, and at year-end, equipment group backlog was 1.2 billion dollars simco's was 343 million and this is great support heading into 2026 overall a year of solid progress in a very challenging environment now onto the first quarter which we announced uh this morning first quarter revenue was 1.2 billion it was up 13 percent from last year revenue increased in both groups with the equipment Group up 14%, and Simcoe up 3%. Operating income was $143 million. It was 44% higher than Q1 of 2025, reflecting higher revenues, improved gross profit margin, and contribution from the acquired business AVL, which has grown substantially since the acquisition last January. Earnings were $93 million, or $1.14 a share, and backlog at the end of the quarter was $1.7 billion, reflecting good demand for our products including at avl the balance sheet of march 31st remains strong with 1.2 billion in cash on hand to support our growth ambitions in closing tormont is very well equipped to serve our customers generate long-term value for our shareholders our business model and five core strategies are proven our connect 26 plans are detailed and ambitious and our corporate values keep us well grounded and determined to always do better we are in short discipline dedicated and driven to succeed thank you very much before I leave one thing I wanted to say most companies outsource the production of this AGM not this company because we have Adida Inc and and Adida with with some help from Liz and Kathy and a number of other people but you are star and thank you very much for for making this happen and making it work so well so thank you thank you everyone now you know why we're doing well thank you Mike
and John we would be pleased to answer your questions at this time no question so there being no question I will turn to the scrutineers report the scrutineers have presented their preliminary report on voting results and And I am pleased to advise that all resolutions have been approved by at least a majority of votes cast at the meeting, in person or by proxy, as required. Accordingly, I declare all resolutions carried. The final voting results will be released after the meeting in the usual format and will be available on our website and under our profile on CDAR+. Is there any further business for this meeting?
Mr. Chair, we have not received any further requests for business.
Thank you, Habib. Since there is no further business, I will now ask for a motion to terminate the formal meeting and for the motion to be seconded.
Mr. Chair, I need...
And a seconder. Thank you, Adam. I declare the meeting formally closed. In closing, it takes many resources to grow steadily and profitably across diverse markets and geographically dispersed territories. It also demands a clear sense of purpose. Your company is fortunate to have both. We sincerely thank all of our customers, shareholders, employees, directors, and business partners for your ongoing support and contribution. This concludes our annual meeting of shareholders. Thank you for joining us today and thank you for your support during the past year.
3:05 to 1:05:23 · One card per analyst, follow-ups included. Each plays from its start, and the one being answered is marked.
Mr. Chair, this is Colin Nguyen, I am a shareholder and I nominate each of the following 10 persons to be elected as directors of the corporation until the next annual meeting of shareholders or until their respective successors are elected or appointed.
Speaker 5: Are there any questions on this motion? Seeing there is no question, I will proceed with the business of the meeting. Under the company's majority voting practices, in uncontested directors' elections, the votes cast in favor of each director and nominee must…
Also speaking: Speaker 8, Mike McMillan, John Doolittle, Habib Syed