NOTICE OF MEETING 16 th ANNUAL GENERAL MEETING

Transcription

1 2 Complexe Desjardins P.O. Box 760, Desjardins Station Montréal, Québec H5B 1B8 Telephone: Fax: capitalregional.com NOTICE OF MEETING 16 th ANNUAL GENERAL MEETING Québec City Convention Centre 900 René-Lévesque Blvd. East, Room 400, Québec City, Québec Friday, March 24, :00 p.m. KCR ( ) 100% This document was printed on Cascades Rolland Enviro100 paper.

2 2 INVITATION TO SHAREHOLDERS Dear Shareholders, This year is a time of celebration! I am both proud and pleased to invite you to the 16 th Annual General Meeting of Capital régional et coopératif Desjardins (CRCD), an event that marks 15 years of work by CRCD to power economic and entrepreneurial development in Québec. Please join us at 3 p.m. on March 24, 2017, at the Québec City Convention Centre. We are satisfied with our financial results for the fiscal year ended December 31, CRCD realized an annual return of 5.3% in 2016, raising our share price to a historic high of $13.26, an attractive performance for shareholders. But beyond the figures, we would like to invite you to attend the meeting to discover some of the many initiatives your investment has made possible that put us at the very heart of growing businesses. In fact, in 2016, with the support of our partner funds, we signed $160 million of new commitments for the benefit of 109 companies and cooperatives from every region across Québec. Supporting a business transfer to a new generation, enabling operations to expand into new markets, or facilitating an acquisition to drive growth for a company or cooperative... CRCD has been front and centre in a host of success stories we re excited to tell you about. But you ll also learn more about our governance initiatives, both inside CRCD and to support the businesses we invest in. Along with revising our constituting act, we undertook a wide-ranging overhaul to optimize our governance structure as proof of our commitment to continually improving strategic management for CRCD. On that same note, we are proud to be industry leaders with our rigorous process for selecting and coaching external directors in their duties on the boards of our partner companies. CRCD is the only organization that boasts a pool of some 200 external directors, carefully chosen for their expertise and their ability to enhance the growth of the companies they strive to nurture. Thanks to the deep connection we have built with them and our solid knowledge of their profiles, we can provide better matches for our partner companies that deliver true value added. CRCD is all of this! Come join us for a look at how far we ve come in 15 years and claim a front-row seat as the curtain rises on a new chapter in the story of a very special fund that s unlike any other. You invest in CRCD because, like us, you believe it s a powerful tool for economic development in Québec. Like us, you believe we need to nurture and support our entrepreneurial capital. Thank you for believing in our mission. I look forward to seeing you on March 24! Jacques Plante, CPA, CA Chairman of the Board of Directors

3 NOTICE OF MEETING Notice is hereby given that the 16 th Annual General Meeting of the Shareholders of Capital régional et coopératif Desjardins (CRCD) will take place at the Québec City Convention Centre, in Room 400, on March 24, 2017 at 3:00 p.m. For the purposes of: 1. Electing two (2) Directors of CRCD. 2. Receiving the separate audited financial statements for the fiscal year ended December 31, 2016, with its related independent auditors report. 3. Appointing PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. as CRCD s independent auditor. 4. Considering any other business as may properly be brought before the Meeting. This document contains information and the summary of the financial statements as at December 31, Enclosed with it are a form of proxy for the Annual General Meeting and the profiles of the nominees for the two (2) Director s positions. By order of the Board of Directors, Secretary of the Board Chantal Bélanger Montréal, February 16, 2017 INFORMATION NOTICE AND VOTING RIGHTS This Notice of Meeting has been sent to all shareholders of record of CRCD holding at least one full and fully paid common share at the close of business on February 14, These shareholders are eligible to vote in person or by proxy, provided such proxy is registered as set out below. In votes by secret ballot, they are eligible to cast one vote per share duly held. PROXY Shareholders who are unable to attend CRCD s Annual General Meeting may be represented by the person of their choice, whether or not that person is a shareholder, in accordance with the attached proxy form. Proxies must be registered with Computershare Investor Services Inc. ( Computershare ) before 1:00 p.m. on Wednesday, March 22, 2017, failing which they will be rejected. A shareholder who has given a proxy may revoke it by sending written notification to that effect to Computershare by the above deadline. APPOINTMENT AND REMUNERATION OF THE INDEPENDENT AUDITOR At the Meeting, shareholders will be required to appoint the Independent Auditor of CRCD, who will hold office until the next Annual General Meeting, and to authorize the Board of Directors to establish the Independent Auditor s remuneration. The current Independent Auditor of CRCD is PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., Chartered Professional Accountants. MANAGEMENT AGREEMENT Under an agreement entered into by the parties, CRCD has engaged Desjardins Venture Capital Inc. (DVC), located at 2 Complexe Desjardins, Suite 1717, Montréal, Québec H5B 1B8, to provide all of the services required for its management and operation and to make available to CRCD all personnel and tools necessary for this purpose. 3 As of February 16, 2017, the officers of DVC, a wholly owned sudsidiary of the Fédération des caisses Desjardins du Québec, are: Luc Ménard, COO, residing in Carignan Yves Calloc h, CFO, residing in Brossard Denise Santerre, Chief Compliance Officer, residing in Varennes

4 4 The members of the Board of Directors of DVC, the manager of CRCD, are: Martin Brunelle, residing in Montréal Brigitte Dupuis, residing in Saint-Jean-sur-Richelieu Benoit Lefebvre, residing in Candiac Nicolas Richard, residing in Montréal Hubert Thibault, residing in Boischatel For fiscal 2016, CRCD paid DVC annual management fees equivalent to 2.02% of CRCD s annual average assets value, after deduction of any amounts payable related to Investments impacting the Québec economy and Other investments, less an adjustment of $1.65 million. This adjustment, granted in connection with the fee negotiations currently underway for 2017 and subsequent years, in particular reflects the economies of scale achieved by DVC with regard to the growth of CRCD s assets and the increase in the balance of CRCD shares eligible for redemption over the last few years. An adjustment to the management fees is also made to avoid double billing relative to CRCD s interest in some funds. COMPENSATION OF DIRECTORS AND EXTERNAL COMMITTEE MEMBERS Directors are entitled to an annual retainer of $10,000. The Chairman of the Board receives an annual retainer of $20,000. Chairs of Board committees receive an additional annual retainer of $6,500, except for investment committee chairs, who receive $8,500. A one-time annual retainer of $2,000 is also paid to Directors who are members of committees regardless of the number of committees on which they serve. Also, given the workload and frequency of meetings, an additional annual retainer of $2,000 is paid to Directors, excluding the committee chairs, serving on investment committees and the Portfolio Valuation Committee. External committee members receive an annual retainer of $6,000 to serve on investment committees and $4,000 to serve on the Portfolio Valuation Committee. Directors fees for meetings of the Board and the Portfolio Valuation Committee are $1,200 and $600 for meetings of other committees, except for external directors serving on investment committees who receive $750. The maximum daily retainer is $1,200, regardless of the number of meetings of the Board and its committees held on the same day. The fee for meetings held by telephone conference call and convened as remote is $300, except for external directors serving on investment committees who receive $400. However, the fee for any meeting of an investment committee and the Portfolio Valuation Committee held or convened as a telephone conference and lasting more than 60 minutes is $600. Due to the scope and duration of meetings, a fee of $600 is also paid to Directors who attend a regular physical meeting of the Board of Directors by telephone and $300 for Board committee meetings. CRCD s General Manager is paid an annual fixed salary of $60,000 and receives no other compensation as a director. In fiscal 2015, Directors and external committee members remuneration totalled $695,234. Out-of-pocket expenses incurred in the performance of their duties amounting to $130,598 were reimbursed to them. ELECTION OF TWO (2) DIRECTORS Two (2) Directors must be elected by the shareholders at the Annual General Meeting, each for a term of one (1) year or until their successor is elected or appointed. Information relevant to the nomination process was provided to all shareholders during January Shareholders were entitled to submit their nominations for these positions until February 2, 2017 at 3 p.m. CRCD s Governance and Ethics Committee, made up of independent directors of Desjardins Group, determined whether the forms received had been duly filled out within the required time, and whether nominees met the stated eligibility criteria. On or about February 8, 2017, a representative of the Committee advised nominees whether or not their nominations were eligible. In completion of this process, a secret ballot will be held to elect two (2) Directors from among the fourteen (14) nominees. NOMINEES The profiles of the nominees (in alphabetical order) are available for review in the accompanying attachment and on CRCD s website at capitalregional.com. They will also be available for consultation at the Annual General Meeting.

5 5 NOMINEE INFORMATION LAST NAME, FIRST NAME AND CITY OF RESIDENCE Bergeron, Sylvain Saint-Antoine-de-Tilly Boucher, Claude Saint-Denis-de-Brompton Demers, Lucie L Ange-Gardien Gabias, André Trois-Rivières Gauthier, Sylvain Québec City Gervais, Sylvie Saint-Jean-sur-Richelieu Hénault, François Sainte-Geneviève-de-Batiscan Lapointe, Martine Longueuil Messier, Marcel Brossard Mongrain, Laurier Sainte-Geneviève-de-Batiscan Roy, François Lévis Tremblay, Louis-Régis Magog Truchon, Myriam Montréal Villeneuve, Jacques Québec City NUMBER OF SHARES OF CRCD HELD ON THE RECORD DATE MAIN POSITIONS FILLED OVER THE LAST FIVE (5) YEARS 916 Chief Marketing Officer and Founder/Owner, Fromagerie Bergeron 3,109 Radio Commentator, 107.7FM Estrie Mayor, Saint-Denis-de-Brompton Warden, Val Saint-François RCM 916 Chartered Business Valuator, Canada Revenue Agency 2,121 1, , Lawyer, ethics and governance consultant Director, Caisse Desjardins de Trois-Rivières Chair of the Board, Fondation du Centre jeunesse de la Mauricie et du Centre-du-Québec General Secretary, Université du Québec à Trois-Rivières CEO, Corporation des concessionnaires automobiles du Saguenay-Lac-St-Jean- Chibougamau (CCASLSJC) Strategic Advisor, CCASLSJC Labour Relations Consultant, Fédération des Caisses Desjardins du Québec Vice-President, Human Resources, Fabritec Vice-President, Human Resources and Communications, EnGlobe Senior Director, Human Resources, Voith Hydro General Manager, Municipality of Sainte-Geneviève-de-Batiscan Manager, Retail and Business Development, Caisse Desjardins du Centre de Portneuf Senior Management Consultant, Revenu Québec Business and IT Project Manager, Desjardins Group Senior Manager, Development and Operations, National Bank Vice-President, Projects and Business Solutions, Laurentian Bank Chair of the Board of Directors, Caisse Desjardins de Brossard Advisor to the CEO, Technomedia Training Chair and COO, Technomedia Training Chair of the Board, Centre d Entrepreunariat Poly-UdM 1,832 General Manager, Ste-Geneviève-de-Batiscan municipal housing office 4,680 Sales Representative, SMS Equipment Inc. 3,946 Executive Management Consultant and Vice President, Operations, Alcoa/Ma Aden Vice-President, Major Projects, Alcoa/Ma Aden 250 Director, Regional Affairs and Communities, Hydro-Québec 2,408 Acting Manager, Desjardins Business Centre (Québec area) Acting Senior Executive Manager, Desjardins Business Centre, Québec-Portneuf

6 6 SUMMARY OF THE FINANCIAL STATEMENTS Please find below a summary of the financial statements of CRCD prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board. The complete separate audited annual financial statements including the notes, from which this summary is drawn, the annual audited schedule of cost of investments impacting the Québec economy, the annual statement of other investments, the annual index of the Company s share in investments made by specialized funds and partner funds, at cost, and the annual Management Discussion and Analysis (MD&A) will be available on CRCD s website (capitalregional.com) and filed with the Autorité des marchés financiers on March 10, SEPARATE BALANCE SHEETS AS AT DECEMBER 31, 2016 AND 2015 The Activity Report will be filed with the Autorité des marchés financiers on March 24, All of these documents may be obtained free of charge from the SEDAR website ( or CRCD s website, or by completing and returning the form on the last page of this Notice. (in thousands of Canadian dollars, except number of common shares outstanding and net asset value per common share) $ $ Assets Investments impacting the Québec economy 921, ,199 Other investments 831, ,604 Income taxes 19,634 13,737 Accounts receivable 35,414 36,145 Cash 13,021 12,244 1,820,717 1,672,929 Liabilities Notes payable and financial liabilities 25,233 26,309 Accounts payable 6,067 4,544 31,300 30,853 Net assets 1,789,417 1,642,076 Number of common shares outstanding 134,943, ,182,509 Net asset value per common share Approved by the Board of Directors: (Signed) Jacques Plante, CPA, CA Director (Signed) Chantal Bélanger, FCPA, FCGA Director

7 7 SEPARATE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (in thousands of Canadian dollars, except weighted average number of common shares and net earnings per common share) $ $ Revenue Interest 25,528 30,284 Dividends and distributions 18,451 14,167 Administrative charges ,449 45,269 Gains (losses) on investments Realized 23,095 37,242 Unrealized 55,774 26,793 78,869 64,035 Total revenue and gains (losses) on investments 123, ,304 Expenses Management fees 27,293 25,431 Other operating expenses 4,989 2,690 Shareholder services 2,144 2,099 34,426 30,220 Earnings before income taxes 88,892 79,084 Income taxes 2,935 4,278 Net earnings for the year 85,957 74,806 Weighted average number of common shares 129,268, ,500,449 Net earnings per common share

8 8 THE BOARD OF DIRECTORS CRCD S BUSINESS IS MANAGED BY A BOARD OF DIRECTORS MADE UP OF THE FOLLOWING PERSONS: Jacques Plante, CPA, CA (2)(4)(8) Chairman of the Board of CRCD Maurice Doyon, Ph.D. (2)(4)(7) Vice-Chairman of the Board of CRCD Professor, Université Laval Chantal Bélanger, FCPA, FCGA, ASC (1)(2)(8) Secretary of the Board of CRCD Bruno Morin (2)(4)(6) General Manager of CRCD Eve-Lyne Biron, B.Sc., MBA, ICD.D (3)(5) Joane Demers, FCPA, FCA (1) Consultant, Gestion exécutive JD Roger Demers, FCPA, FCA, ASC (2)(4)(6) Marlène Deveaux, ASC (1)(2)(5) President and Chief Executive Officer, Revêtement sur métaux inc. André Gabias, lawyer (3)* Ethics and Governance Consultant Jacques Jobin, lawyer, ASC (3)(7) President, Médiato Jean-Claude Loranger (4)(6) General Manager, Caisse Desjardins de Rouyn-Noranda Claudine Roy, ASC (4) Chief Executive Officer, Gestion immobilière Gaspé Louis-Régis Tremblay, Eng., ICD.D (1)(6)* Executive Management Consultant (1) Member of the Audit Committee (2) Member of the Executive Committee (3) Member of the Governance and Ethics Committee (4) Member of the Financial Asset Management Committee (5) Member of the Subordinated Debt Investment Committee (6) Member of the Equity Investment Committee (7) Member of the Innovation Investment Committee (8) Member of the Portfolio Valuation Committee * Outgoing Director eligible for election at the Annual General Meeting of the Shareholders All Directors are appointed or elected each year, in accordance with the Act constituting Capital régional et coopératif Desjardins and CRCD s General Bylaws. OUR VISION BE THE # 1 CHOICE OF ENTREPRENEURS: THE GO TO FOR SMEs

9 TO OBTAIN A COPY OF CRCD S 2016 ACTIVITY REPORT AND/OR ANNUAL AND INTERIM FINANCIAL REPORTS, FREE OF CHARGE: Visit CRCD s website at capitalregional.com or the SEDAR website at or Detach the reply card, check the appropriate boxes and send it by fax to or by mail to: Capital régional et coopératif Desjardins 2 Complexe Desjardins P.O. BOX 760, Desjardins Station Montréal, Québec H5B 1B ISSUE ONLINE PRE-SUBSCRIPTION PERIOD FROM SEPTEMBER 5 TO 25, FULL DETAILS AT CAPITALREGIONAL.COM

10 REPLY CARD I would like a free copy of the documents selected below: French English 2016 Activity Report Annual Financial Report* as at December 31, 2016 Interim Financial Report* as at June 30, 2017 * The Financial Report includes: MD&A Complete separate audited financial statements, including the notes Audited schedule of cost of investments impacting the Québec economy Statement of other investments Index of the Company s share in investments made by specialized funds and partner funds, at cost Please print Ms. Mr. First name: Last name: Address: City: Province : Postal code: Telephone number: - I wish to receive the documents by only. DETACH AND RETURN THIS REPLY CARD TO: 2 Complexe Desjardins P.O. BOX 760, Desjardins Station Montréal (Québec) H5B 1B8 Or Fax: