AGM Information

MINUTES of the 131st Annual and a Special General Meeting
Friday, March 7th, 2025

Held at the Ayr Farmers Mutual Head Office, 1400 Northumberland Street, Ayr, Ontario.

Dave Thompson, Chair of the Board, acted as Chair of the meeting.

Mr. Thompson called the 131st Annual and a Special General Meeting to order at 2:00 p.m. As there was a quorum present, the Chair declared the meeting properly called and properly constituted for the transaction of business.

In support of the Board’s focus on governance and their desire to hold an effective and informative Annual General Meeting, the meeting was governed by ‘Call to Order’. Mr. Thompson informed the members that Ross Weber from Bennett Grant LLP was acting as Parliamentarian for the meeting.

It was duly MOVED, SECONDED and CARRIED That the minutes of the 130th Annual and Special General Meeting of the Corporation be accepted as recorded and as made available on the Ayr Farmers Mutual website.

Mr. Thompson provided the members with the Report from the Board. His remarks referenced the Company’s strategic focus on caring about people and communities, the evolving governance practices aligning with guidance provided by regulators The Financial Services Regulatory Authority, the Company’s sustainability efforts in 2024, and the refund of premiums provided.

The Chair called upon President & CEO Jeff Whiting to provide the President’s Address.

Mr. Whiting provided a report on the Company’s performance and progress in 2024, sighting great investment returns, growth in premiums and new business, along with strong policyholder retention contributing to one of the Company’s strongest years on record. In the spirit of mutuality, Mr. Whiting shared that the Company, given the positive investment returns, was able to provide a 5% refund of premiums.

Mr. Whiting shared the six strategic capabilities and objectives that support the achievement of the Company’s winning aspiration: Caring about people first, we will gain the highest levels of engagement, loyalty and referrals.

Securing a future for generations to come, Mr. Whiting spoke to sustainability, and the strides the Company has made in enhancing environmental initiatives that included the Company’s signature activity of planting of a micro-forest in conjunction with Sustainable Waterloo, on the Ayr Farmers Mutual property.

In closing, Mr. Whiting shared the Company’s first Purpose Statement: Together, caring and supporting our members and communities to thrive. Excited about opportunities that lie ahead, the Company will continue to innovate and adapt to the changing needs of our policyholders.

The Chair called on Chief Financial Officer Dave Paterson to present the Financial Statements.

Mr. Paterson provided the members with an update on the financial position and statement of comprehensive income of the organization.

The Chair asked if there were any questions from the membership on the information reports presented. There were none.

It was duly MOVED, SECONDED and CARRIED THAT the Financial Statements be received as presented to the membership.

It was duly MOVED, SECONDED and CARRIED THAT the firm of Graham Mathew Professional Corporation, Chartered Accountants of Cambridge, Ontario, be appointed as auditors for the year 2025, and that the Directors be authorized to fix the auditors remuneration.

Mr. Thompson provided information on the Bylaw amendment that came before the membership for approval that would see an increase to the number of directors on the Board to be that of seven (7).

It was duly MOVED, SECONDED and CARRIED THAT the amendment to By-law 1-2023 of the Company, approved by the Board on January 24th, 2025, to amend Section 22 to increase the size of the Board from Six (6) to Seven (7) be approved as presented.

Ms. Formica, on behalf of the Nominating Committee, read the Nominating Committee Report that recommended Brad Adams, David Jamieson and Heather McLachlin as suitable candidates to stand for election to the Board of Directors.

Mr. Thompson informed the membership that as no one else filed was nominated for election in accordance with the Company’s Bylaw, Brad Adams and David Jamieson were acclaimed to the Board for a 3-year term, and Heather McLachlin was acclaimed to the Board for a 2-year term.

Mr. Thompson thanked everyone for attending the 131st Annual General Meeting. As all business on the agenda was complete, Mr. Thompson declared the meeting adjourned at 2:45p.m.