TransAlta Corporation (TAC)

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TransAlta Corp. (TAC)

Annual Meeting of Shareholders Conference Transcript

April 23, 2013 3:00 PM ET


Maryse St.-Laurent - Vice President, Corporate Secretary

Gordon Giffin - Board of Director

Dawn Farrell - Chief Executive Officer

Sandra Evans - CIBC Mellon Trust, Transfer Agent

Jennifer Villareal - CIBC Mellon Trust, Transfer Agent

Gordon Graham - Auditors, Ernst & Young LLP

Paul Taylor - President, U.S. Operations

Brett Gellner - Chief Financial Officer

Cynthia Johnston - Executive Vice President, Corporate Services

Dawn de Lima - Chief Human Resources and Communications Officer

Rob Schaefer - Executive Vice President, Corporate Development

John Kousinioris - Chief Legal and Compliance Officer

Ken Stickland - Chief Legal and Business Development Officer

Bob Emmott - Vice-President and Chief Engineer

Hugo Shaw - Executive Vice President - Operations



Gordon Giffin

Welcome. On behalf of the Board of Directors, it is my pleasure to welcome you to our annual and special meeting of the shareholders of TransAlta Corporation. Our Board of Directors and our Management very much appreciate your interest in being with us today. My name is Gordon Giffin and I chair the Board at TransAlta. And I will act as chair for this meeting.

Our Vice President and Corporate Secretary, Maryse St.-Laurent, seated on the far left to you will act as Secretary of the meeting. Of course, our CEO, Dawn Farrell is here and you will hear from her later in the meeting. Our meeting is being webcast live and so we also welcome those who are joining us electronically.

Clearly, we welcome those of you who are shareholders here but I expect we also may have some proxy holders present. Those who were shareholders or proxy holders as of March 1, 2013 are entitled to vote or to take an active part in the formal business of the meeting. Should you wish to speak during the meeting, we ask that shareholders or proxy holders identify themselves stating their name and whether they are either a shareholder or a proxy holder.

After the end of the formal business of the meeting, I'll make some brief comments on behalf of the board. And Dawn will address the greater operations and strategy of the company for your information. Following those presentations, we’ll undertake to have a question-and-answer period.

Before I call the meeting to order, I’d like to ensure that everyone is familiar with the location of the emergency exits from this room. Hopefully that won’t be required. There are two exits at the back of the room. And in case, we have a disruption of power which, of course, won’t be the responsibility of TransAlta, the exit signs will illuminate. And should there be a need, please proceed diligently but in a calm fashion to the nearest exit.

If you don't mind turnoff any cell phones or other electronic devices somewhat like you would on an airplanes since we’ve now close the doors. I’ll now call the TransAlta Corporation annual and special meeting of shareholders to order.

We will first go through the formal parts of the meeting. Mrs. Sandra Evans and Jennifer Villareal of CIBC Mellon Trust, the company's transfer agents are in attendance today. And I appoint them to act as scrutineers for the meeting.

I hereby ask Ms. St.-Laurent to file with the records of this meeting, the proof of service and the notice of this meeting which was mailed on March 14th of this year to all shareholders of record at the close of business as of March 2013.

The scrutineers have provided me with a preliminary report on attendance, and the count indicates that 1,366 shareholders are present in person or by proxy, representing 95,832,745 common shares of stock. And accordingly 37% of the common shares outstanding are represented at this meeting. I therefore declare that a quorum is present and that this meeting is properly constituted for the transaction of business. A copy of the scrutineers’ report will be filed with the records of the meeting.

In order to have the meeting move smoothly, we have asked for a number of TransAlta employees who are in attendance and are also shareholders or proxy holders to move and second motions to be put before the meeting.

Starting with the minutes of the last annual meeting of shareholders, which was held on April 26 of last year, I declare that they have been verified and signed and are filed with the corporation’s minute book. Anyone wishing to see a copy of the minutes of that meeting may pick up one from the table located in the lobby outside this room.

The next item is the receipt of the annual -- the receipt of the annual consolidated financial statements of the corporations and the auditor’s report for the year-ended December 31, 2012. The annual consolidated financial statements of the corporation and the auditor’s report are contained on pages 69 through 141 of our Annual Report and were mailed to shareholders in accordance with securities laws together with the notice of this meeting on March 14th.

Copies are also available in the lobby outside this meeting room. And I request the secretary to file a copy of the annual report with the minutes of this meeting. Mr. Gordon Graham, representative of Ernst & Young LLP, the auditors of the corporation is available at this meeting to answer questions on behalf of the auditors.

The next item of businesses is the election of directors. The Board has set the number of directors to be elected at this meeting at 11. We are satisfied that this number is appropriate to provide a significant range and depth of expertise and to meet corporate governance requirements.

I would like to introduce the directors standing for election to the Board and ask that the directors stand when I call their name. William D. Anderson, representative of Toronto. Bill has been a director since 2003. He was President of BCE Ventures and prior to that, he was the Chief Financial Officer of BCE. He has an extensive financial experience and has executed numerous corporate transactions in restructuring. Bill is chair of our audit and risk committee.

Tim W. Faithfull. Tim is a resident of Oxford, England and has been a director since 2003. He is a veteran of Royal Dutch/Shell and was formerly President and CEO of Shell Canada. Tim is the chair of our human resources committee.

Dawn L. Farrell. Dawn, our President and CEO, is a resident of Calgary and was appointed to the Board in January of last year. Prior to her appointment as Chief Executive Officer, Dawn was the Chief Operating Officer of the company and has 25 years of experience in the industry.

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