08:13:37 EDT Tue 09 Jun 2026
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Genivar Inc
Symbol GNV
Shares Issued 51,719,014
Close 2013-05-23 C$ 24.92
Market Cap C$ 1,288,837,829
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Genivar holders approve reorganization at AGM

2013-05-23 10:54 ET - News Release

Mr. Christopher Cole reports

GENIVAR HOLDS ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND ANNOUNCES HIGHLIGHTS FROM 2013-2015 STRATEGIC PLAN

Genivar Inc. held its annual and special meeting of shareholders today at the McCord Museum in Montreal. A total of approximately 33,870,117 shares (approximately 65 per cent of outstanding common shares) were represented in person or by proxy at the meeting. As part of the formal proceedings, the company's shareholders approved the plan of arrangement proposing its reorganization, elected the board of directors and approved the appointment of PricewaterhouseCoopers LLP as auditor of the company. The company also presented highlights of its 2013-2015 strategic plan.

The complete voting results from the meeting are as follows:

Election of directors

The board of directors fixed to seven the number of directors of the company to be elected at the meeting. Each of the seven nominees listed in the management information circular was elected as a director of Genivar. All of the nominee directors were members of the board of directors, with the exception of Birgit Norgaard, who was a new nominee.

Ms. Norgaard is a professional board member with extensive experience in consulting and management. Ms. Norgaard has held several board positions since 1994, and since 2010, she has been a full-time director for various public and private entities, including companies in the engineering business.

"I would like to take this opportunity to officially welcome Birgit Norgaard to our board of directors," stated Christopher Cole, executive chairman of the board of directors. "I previously stated that the board would progressively be aligned with our enlarged global group and we have carefully selected the person we believed would be the best candidate for this first board change since the merger. Birgit brings a solid, in-depth international knowledge of our industry, as she has spent most of her career evolving through some of the strongest European consultancy firms. Having a well-respected industry leader such as Birgit joining our board provides us with further strategic perspectives as we seek to move to the next phase of our growth."

                              ELECTION RESULTS

Nominee                 Votes for   For (%)    Votes withheld   Withheld (%)

Christopher Cole       33,205,726    98.16%            624,050         1.84%
Pierre Shoiry          33,793,671    99.89%             36,105         0.11%
Richard Belanger       33,325,584    98.51%            504,192         1.49%
Pierre Seccareccia     31,946,576    94.43%          1,883,200         5.57%
Pierre Simard          32,174,665    95.11%          1,655,111         4.89%
Grant G. McCullagh     32,416,776    95.82%          1,413,000         4.18%
Birgit Norgaard        33,798,530    99.91%             31,246         0.09%

Appointment of auditor

PricewaterhouseCoopers LLP was appointed as auditor of Genivar until the close of the next annual general shareholder meeting, and the directors were authorized to fix the remuneration of the auditor.

                           APPOINTMENT OF AUDITOR

Votes for                        For (%)      Votes withheld    Withheld (%)

33,376,531                        98.54%             493,586           1.46%

Plan of arrangement

As previously announced on April 17, 2013, the company had proposed a reorganization whereby it will implement a global corporate structure to set strong foundations for its future growth. The proposed arrangement is subject to various approvals, including shareholder approval, and will be undertaken pursuant to a statutory plan of arrangement under Section 192 of the Canada Business Corporation Act.

During today's meeting, shareholders voted in favour of the arrangement. The company expects, subject to receipt of required approvals, that the arrangement will become effective on Jan. 1, 2014, at which time the public entity, headquartered in Montreal, will become WSP Global Inc. The board of directors, however, retains discretion to implement the arrangement at any time after the final order has been obtained but in any event prior to its 2014 annual shareholder meeting, provided that Genivar issues a press release announcing the proposed effective date of the arrangement at least 30 days prior to such effective date.

                           PLAN OF ARRANGEMENT

Votes for                          For (%)      Votes against    Against (%)

33,802,777                          99.92%             26,899          0.08%

Final voting results on all matters voted on at the meeting held on May 23, 2013, will be published on the company website under investors and filed on SEDAR.

Higlights from Genivar'S 2013-2015 strategic plan

During the meeting, Pierre Shoiry, president and chief executive officer, and Alexandre L'Heureux, chief financial officer, presented the highlights of the company's 2013-2015 strategic plan, aimed at building the best local and global professional services consultancy to the built and national environment. This is a plan that should result in considerable shareholder value creation. Mr. Shoiry offered the following introductory remarks: "Our vision to 2015 is about building on our promise to continuously improve our service to our clients locally and internationally. It's about redoubling our efforts to attract, retain, develop, inspire and empower our talented team of people. It's about embedding knowledge sharing and collaboration in our day-to-day activities, drawing on the diverse skills and capabilities of our excellent global work force to compete on the world's most important and complex projects."

The main targets which were presented were the following:

People

The company aims to:

  • Be the preferred employer in its industry;
  • Increase employee head count to 20,000 by 2015.

Clients

The company aims to:

  • Be the first choice for all its clients, in its local, national and international markets;
  • Maintain a diverse and balanced mix of private and public sector clients, as well as a diverse mix of projects of all size;
  • Increase the number of key global clients, namely clients it serves in more than three countries, with the objective of generating 10 per cent of its total revenues from these clients.

Growth

The company aims to reach $2.3-billion in net revenues by the end of 2015, which should include approximately $500-million in net revenues through the acquisition of complementary and like-minded firms, the balance being generated organically.

To support organic growth, the company aims to:

  • Sell additional services to its existing clients;
  • Develop new client relationships;
  • Carry out strategic senior staff appointments;
  • Partner with contractors and developers to develop P3 and alternative delivery projects.

Organic growth will equal or exceed local gross domestic product (GDP) in all operating counties, with an emphasis on developing regions where the company already has a presence and which have a significant growth potential. These geographies include China, India, the Middle East, South Africa, Southeast Asia, Colombia, Trinidad and Tobago, and the Caribbean.

To support acquisition growth, the company aims to:

  • Capitalize on countries where it already has a strong and well-established presence, such as Canada, the United Kingdom and Sweden;
  • Focus on driving industrialized regions where it is established and has a good structure but a subscale presence, such as the U.S., Germany, Finland, Norway, France and Australia;
  • Assess opportunities for expansions in new countries, such as Brazil or Peru.

The company will focus on the following strategies in its market segments:

  • It will capitalize on its core markets, namely property and buildings, municipal infrastructure, transportation and environment, and will leverage its worldwide top-tier position in the property and buildings segment.
  • It will further drive the industrial and mining markets, while developing the renewable power and oil and gas markets. It will further grow its project and program management services offering.

"In addition to reaching $2.3-billion in net revenues through organic and acquisitive growth, we are also aiming to increase our EBITDA margins on our existing operations to between 11 per cent and 11.5 per cent by the end of 2015. Any 0.5-percentage-point increase on EBITDA combined with our organic growth plan would have a significant impact on our results and free cash flows," said Alexandre L'Heureux, chief financial officer. "Our goal is to keep a fine balance between our growth objectives through accretive transactions and our desire to reward our shareholders with a healthy yield. Ideally, leverage in the range of 1.5 times to two times pro forma EBIDTA, combined with our existing dividend policy, would be a very reasonable place to be for us and also for all our stakeholders," he added.

Putting ethics and governance at the forefront of its activities

Ethical business practices and good corporate governance are important to the company and its stakeholders. Genivar has therefore created a new chief ethics officer position to ensure that all its employees adhere to the laws and regulations governing its activities worldwide.

Louis-Martin Richer -- chief risk and ethics officer

Genivar announced that Louis-Martin Richer, previously chief risk officer of the company, was nominated to the role of chief risk and ethics officer during the first quarter of 2013. He is responsible for overseeing, developing and integrating ethics policies and procedures across the company, with the objective of driving high ethical standards and compliance across the company's business. Mr. Richer's extensive experience in risk management, and his background with Genivar and the industry, make him the ideal candidate to lead the ethics and risk team.

Mr. Richer joined Genivar in 2006 as chief legal officer and was promoted to the position of chief risk officer in 2011. During the last few years, he has been counselling the company on contractual matters, insurance, professional liability and overall enterprise risk management strategies.

Prior to occupying such roles, he practised as a litigator in several recognized Montreal law firms. His main areas of practice included professional liability, construction, insurance and class-action litigation. Mr. Richer holds bachelor's degrees of law and political sciences and is a member of the Quebec Bar.

Strengthening of the legal team

As it sets strong foundations for its future growth, Genivar has also strengthened its legal team, by making the following appointment:

Valery Zamuner -- vice-president, legal affairs, and corporate secretary

Ms. Zamuner joined the company as vice-president, legal affairs, and corporate secretary. In her new role, Ms. Zamuner will hold overall responsibility for legal affairs and will focus, among other things, on aspects related to acquisitions, as well as on partnerships and other investments and financing. She will also be the company's corporate secretary.

Ms. Zamuner brings with her experience and expertise in corporate and commercial law in the areas of international and domestic mergers and acquisitions, securities, corporate finance and private investment funds. Prior to joining the company, Ms. Zamuner served as general counsel and corporate secretary of Cap-Ex Iron Ore Ltd. and Mason Graphite Inc. Previously she was general counsel, vice-president, legal affairs, and corporate secretary for Consolidated Thompson Iron Mines Ltd., and played a central role in negotiating and concluding the $4.9-billion final sale of CLM to Cliffs Natural Resources Inc., one of the largest-ever acquisitions of a North American iron ore company. Ms. Zamuner also held the position of director and legal counsel at PSP Investments, a Canadian pension fund manager, where she was lead counsel on several high-profile Canadian and international M&A (mergers and acquisitions) and private equity fund transactions, working closely with the real estate, infrastructure and private equity business units. She began her career as a corporate and securities lawyer at the Montreal offices of Denton Canada LLP (formerly Fraser Milner Casgrain). Ms. Zamuner holds a bachelor's degree in law from Laval University and an MBA from Concordia University, John Molson School of Business. She is a member of the Quebec Bar.

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