ABOUT LAUREL HILL

Laurel Hill Advisory Group

Laurel Hill Advisory Group (“Laurel Hill”) is Canada’s leader in strategic shareholder communications and advisory services. Since our founding in 2008, Laurel Hill has steadily earned a reputation as a trusted advisor. We develop and execute results-oriented strategies to secure the desired investor response. Our expertise is built on strategic shareholder communication, corporate governance, executive compensation, shareholder engagement, and shareholder activism matters. Whether shareholders are voting on routine, special, or contested items, or are being asked to support an M&A transaction, an unsolicited offer, or a unique capital market offering, we get shareholders to take action. We are committed to a singular vision – providing industry-leading advice, insights, and execution resulting in a successful outcome.

#1 SHAREHOLDER COMMUNICATIONS & ADVISORY FIRM OVERALL (2022): Laurel Hill is very proud of our ranking as Canada’s #1 shareholder communications and advisory firm in 2022 by number and publicly disclosed strategy advisory, proxy solicitation, and information agent services mandates.

Laurel Hill has Canada’s best win-loss record in formal board-related proxy contests, with 48 wins to only 11 losses in our 15-year history, a win rate of more than 80% and a winning head-to-head record against each of our competitors. We are a highly sought-after advisor in board proxy contests, by both management and activists.

Laurel Hill was Canada's top provider in 2022 by number of friendly and contested merger and acquisition, recapitalization, and reorganization meeting mandates, retained by both management and activists.

Laurel Hill is Canada's top provider in unsolicited takeover bid mandates, having acted on 16 of the 22 hostile bids mandates since the takeover bid regime took effect in 2016. In 2022, we acted on Canada's only hostile bid.

Laurel Hill works collaboratively with a broad cross-section of Canadian companies, delivering annual meeting and year-round corporate governance, executive compensation, shareholder engagement, and shareholder communications advice and execution. Our long-term relationships result from delivering unmatched service and value every year.

What Sets Laurel Hill Apart

We are often asked, what fundamentally separates Laurel Hill from our competitors; the answer is simple – our culture. When you do the right things, the right things happen. The Laurel Hill culture is rooted in acting with integrity, in an unwavering focus on our clients, and in a commitment to providing unmatched value and results. We employ a collaborative team approach, leveraging the diverse and complementary skill sets and experiences of our multi-disciplinary team to provide thoughtful, measured, and tailored solutions for our clients. We recognize that each client and every mandate is unique and we have never subscribed to the proverbial “playbook”. While many of our mandates are transactional in nature, we are focused on fostering long-term relationships. This culture guides us each and every day and, more critically, it is the foundation for our track record of results.

In an industry where experience and stability are critical, Laurel Hill’s team is second to none. Our Canadian team is over twenty-member strong and has over 250 years of combined industry experience. As our clients’ needs have become more complex over the years, we have grown our team of professional to include experts from proxy advisory firms, executive compensation firms, transfer agents, Broadridge, global custodians, communication firms, institutional investors, and other industry participants. We are also “proud of our team’s gender and ethnic” diversity, which contribute to our vibrant culture and the best client solutions. We foster a work environment for our employees that is collaborative, respectful, and rewarding, which has allowed us to continuously attract and retain the highest quality personnel.

Laurel Hill’s governance unit is comprised of specialists in the field including a former Institutional Shareholder Services (“ISS”) senior research associate that focused at ISS on executive compensation and equity plan assessments of major TSX-listed companies. Our intimate knowledge and understanding of the major proxy advisory firms’ Canadian voting policies and of the custom policies and voting behaviors of institutional shareholders translates to powerful intelligence and insights for our clients.

With offices in Toronto, Vancouver, New York, and Boston, Laurel Hill has Canada’s broadest and most extensive national and cross-border capabilities. We leverage our wide-ranging investment community relationships to communicate with shareholders across North America and globally, driving the best results. Our clients also benefit from our in-house call centres in Toronto and New York – these scalable, bilingual facilities staffed by Laurel Hill personnel can readily facilitate any size campaign in tight timeframes. In fact, our size and scale mean we do not outsource any aspect of our services or deliverables, ensuring total process integrity and eliminating risk for our clients.

Laurel Hill is privately owned and exclusively focused on the shareholder communications and advisory business. This independence means we do not have the types of conflicts that can arise from transfer agent ownership and we are not distracted of conflicted by other business lines or other organizational demands. Our independence ensures our clients' best interests are our only interest. For example, we have used QuickVoteTM (a too which we helped pioneer in Canada) for more meeting that all our competitors combined; we simply do not have any parent conflicts that preclude us from recommending this highly effective voting tool for overcoming retail apathy.

The Laurel Hill team is active in industry association, including the Governance Professional of Canada and the Canadian Investor Relations Institute. We are often asked to speak at conferences and to the financial media on matters relating to governance and activism. We stay at the forefront of the industry trends, proxy advisory firm policy updates, regulatory changes, and other developments that impact our clients. Our team of industry experts is passionate about the important work that we do and is well informed on the issues that are relevant to our clients’ success.