Sound check. 1 2 3. Sound check. 1 2 3. Good morning everybody. Welcome to the Hamilton Enterprises Holding Corporation Shareholder annual general meeting of June 23rd, 2026. I'd like to call this meeting to order. I'm your chair Craig Casar, councelor for W12. in chambers with me. Councilors Francis, Tatterison, Paul's M. Wilson, McMaken, Wang online. Counselors Clark, A Wilson, Bey, and Spataphora. Thank you everybody. And a reminder to check if we can just get mute on folks online, please. A reminder to everyone to mute your electronic devices so we don't get interrupted during the meeting. Thank you very much. Uh, approval of the agenda. Clerk Kelsey, are there any changes to the agenda? >> Yes, chair. There was one added piece of correspondence which has been added to the published agenda. >> Thank you very much. May I have a mover and secondary to approve the agenda as presented? Councelor Wang. Councelor Pauls. This will be a show of hands vote. All those in favor and that is unanimous. Thank you very much. Declarations of interest. Are there any declarations from anyone around the horseshoe online today? Not seeing any. We will move on to approval of the minutes from June 23rd, 2025. I need a mover and seconder of someone who is there at that meeting. I have a long list of people who were not. So, councelor Wang was is good. Okay. And a secondary councelor Tatterson. Okay. Any discussion? N >> sec as a secondary. He can't >> Yeah. Right. >> It was just a mover that needed to be there. >> Okay. Um, so any discussion on those minutes? Seeing none, a show of hands. All in favor? And that carries. Thank you very much. Items for information. 6.1 is Hamilton Enterprises Holding Corporation annual general meeting 2026. Uh, first, could I have a mover and second to extend the presentation time to a requested 20 minutes? Councelor M. Wilson. Councelor Wang. Also, a show of hands vote. All those in favor and online. So that carries. So I'll now call upon Jeffrey Cowan, president and CEO of HCO Ho. That's how you said to provide the presentation. Uh but first, I think we're going to hear from Julia Camula. I got it right this time. Did I? You did. >> Okay. >> Thank you. Thank you very much, chair. Uh and hello again. In addition to being the Huck chair of of the board, I'm also chair of the HKO board. Um, and I'd like to once again acknowledge my fellow directors who have joined us remotely. A couple of additional from the Huck meeting. We have Greg McCamus, Tony Toma, uh, Elizabeth D. Donado, Anna Ventresca, Councelor Wang, of course, and last but not least, Lori Tugman. While Lori is continuing on in his capacity as a Huck director for one additional year, this is indeed his last meeting as a member of the HKO board. And I would like to recognize Lor's contributions and his commitment not only as a director, but as past board chair to HKO. I think the shareholder has been very well served by having Mr. Tugman on the board in the last decade. So, thank you for that. Um, and with that, I will turn it over to our uh our CEO, Jeff Cowan, to take you through the AGM presentation. >> Thank you, Julia. Uh, good morning, chair and through the chair. Good morning, uh, counselors, uh, staff in attendance and, uh, those online. Um, let me just, how do I advance? >> I scroll. Okay, there we are. Thank you very much for the opportunity to present this morning. Um, just because we all love acronyms, Hamilton Community Enterprises, HCE, is actually the commercial brand uh of the business. And HCE is where and we exist where uh the energy transition uh climate uh action and uh the digital transformation uh intersect. And we believe the communities that will thrive in the years ahead will be those that invest in the infrastructure that power growth, resilience, and innovation. And we firmly believe that Hamilton has all the ingredients to be one of these communities. Our purpose is to unlock that potential and to position Hamilton as Canada's next generation infrastructure leader. At HCE, we just don't provide infrastructure, but we enable opportunity. And by connecting energy, technology, and community needs, we are creating more resilient, more competitive, and more sustainable communities. HOS structure allows HCE to combine commercial agility with municipal ownership that creates sustainable growth, strong oversight, and lasting value for the city of Hamilton. We wake up every day thinking about how to differentiate this community, how this community can compete, and enabling better outcomes for Hamilton. to highlight the title slide. Uh I'm proud that uh to note that HC increased our customer base by over 60% last year. Uh it was a record for us. Um we are principally a business-to business uh services provider. Uh and I'm very appreciative of the trust and the loyalty that our customers have shown. and and at this moment in time uh I would also like to express I'm very proud of the business but even more so I'm extremely proud of the staff uh their caring uh and their dedication uh to the company and and this wouldn't be possible without having an excellent team. Uh you know I've left this podium a few times in the past without having recognized the contributions of uh of the the staff at HC and I really wanted to make sure that I uh I made note of that. Um but all this actually really begins uh with a strong presence here in Hamilton. Uh we serve many of Hamilton's uh anchor institutions. Uh this is where the innovation ignites. Uh we solve local challenges and then we take these solutions that we develop locally and then we take it to neighboring regions. We take it abroad and that commercial success then drives benefit back into the community. We believe in the importance of creating value on multiple fronts. It's the sophistication of having a municipal shareholder. And that's why we embrace a triple bottom line approach to value creation which is through economic returns, social impact and environmental progress. The result is a virtuous cycle of value creation. It's an approach where the initial improvement creates a chain of positive events that continuously feed back into and strengthens the company and we believe strengthens the community of Hamilton as a whole. Sorry, I'm having a trouble with the scroll here. Our triple bottom line approach ensures that the commercial success translates into community value. The revenues that we generate and the investments we make do more than strengthen our business. They strengthen the community. We create economic value through generating non levybased revenues. We provide meaningful cost savings and long-term cost certainty to the municipality. Uh and as well is that we attract uh investment into opportunities into the community. We create social value by supporting initiatives that improve connectivity, accessibility, and community well-being. One of our principal uh purposes is to make the internet broadly more accessible to those who require it. And we create environmental value by advancing energy innovation. We'll speak more about that in future slides. Reducing emissions as well as building the infrastructure needed for a more sustainable community. This is the HC model. turning commercial success into lasting economic, social, and environmental benefits for the cities and the communities that we serve. As this slide shows, HC's revenue has been growing at roughly 8% per year with a strong rising share from reoccurring contracts. That's significantly faster than our peer benchmarks. And we're achieving it while maintaining a disciplined approach to risk and financial sustainability. We have a solid track record of earnings growth even through uncertain economic times brought on by the pandemic, rising costs due to higher interest rates and inflationary pressures along with geopolitical tensions. This shows the breadth, the sophistication and the diversification of our business. One thing I wish to note is that 60% of all the revenues that HC generates from our commercial activities are independent from the services and from the city of Hamilton. It's a source of non-levy returns that HC uses to reinvest into growth and to maintain and operate our business. And speaking of the businesses, I'd like to turn our attention into uh HC Telecom. Digital infrastructure has become an essential part of the community success and as important as roads, waters, and electricity. At HC Telecom, we're building upon that foundation looking towards the future. Through our growing telecommunications infrastructure, providing advanced secure data solutions, we enable enterprises, governments, and public institutions to deliver the critical services that residents and businesses rely on every day. This year in Hamilton alone, we modernized key digital infrastructure, strengthened service resilience, and expanded secure connectivity between many critical facilities in the community, helping to reduce risk, improve reliability, and ensure operational continuity. As communities become increasingly dependent on technology, connectivity and resiliency are no longer an option. They are foundations. They are foundational. HCE's unique integration of telecommunications and energy infrastructure allow us to deliver innovative solution-based outcomes. We are resultsoriented. Our expertise, I'm proud to say, has become recognized well beyond Hamilton with new partnerships across other municipal, provincial, and federal organizations. Together, these investments are strengthening the regional's digital foundation, supporting economic growth, and positioning HCE as a trusted leader in building the connected communities of the future. Within energy, our downtown energy system is more than an energy platform. It's a blueprint for the future of community energy. We like to look at it as the future gold standard. By integrating heating, cooling, electricity, fiber optics, we've created infrastructure that delivers lower cost, provides greater resiliency, and is reducing emissions. That experience has established HCE as a regional trusted energy provider, helping communities and organizations navigate the growing challenges of affordability, reliability, and sustainability. And as Ontario's energy needs continue to evolve, HC is positioned to scale these solutions and help build the energy systems of tomorrow. And as we build towards tomorrow, HC has developed expertise across a broad portfolio of services including combined heat and power generation, solar, thermal energy networks, micro grid capabilities, industrial conservation, and demand side management. That experience has positioned us to play a much larger role in Ontario's energy future. Today, that leadership is reflected in the energy harvesting initiative, one of the most ambitious district energy opportunities in Canada. It's a vision of the future. It's a vision of Hamilton's potential energy advantage. It's the potential of Canada's thermal energy corridor like no other. Working alongside industry, municip municipal representation, academic and government partners, HC is advancing a vision to transform Hamilton's Bayfront industrial area into a next generation integrated energy network through capturing and redistributing industrial waste heat energy from large users. This presvents presents a tremendous district energy opportunity to eliminate GHG emissions from buildings and to create a platform for sustainable economic growth across the community. Uh there are examples of this at scale operating today around the world. We want to bring these innovations and we want to create a local context to what we see and believe is global best debrief. This potential impact is significant. The study identifies more than a $250 million investment into infrastructure. An annual recovery of $143,000 megawatt hours of green thermal energy. This is energy today that is just evaporated into the atmosphere. It's it's a lowgrade source of heat. It's about 100° C and lower. Uh if there was a purpose to incorporate it back into an industrial process, they would have but they don't. But it's a absolute perfect temperature for uh building heating. And there are other processes uh in agriculture and food processing and whatnot that also have uh a huge use for low-grade industrial heat. But this represents a reduction of approximately 27,000 tons of greenhouse gas emissions each year and over 247 million in avoided cost of new electrical generation, transmission and distribution uh uh uh infrastructure. And that's just in the first uh uh 10 years uh alone. More importantly, this initiative demonstrates how Hamilton can lead. By connecting industry, institutions, housing, health care, and future growth areas through shared energy infrastructure, we can improve long-term affordability, strengthen energy security, and enhance the competitiveness of our region. This is about more than decarbonization, though. It's about building the foundational infrastructure that will attract investment, support advanced manufacturing, next generation industry such as data centers and innovation districts, and create the conditions for long-term prosperity. Few communities possess the unique combination of Hamilton's industrial heritage, energy resources, institutional demand, and strategic geography. and uh and fewer still have an organization capable of bringing those elements together like HCE. Little plug there. As Ontario seeks practical solutions to balance affordability, reliability, economic growth, and environmental stewardship, HCE is uniquely positioned to lead. Our vision is not simply to operate energy systems, but it's to build an integrated regional energy platform that turns wasted energy into economic opportunity and establishes Hamilton as Canada's next generation energy leader. HCE's downtown district energy system proved what's possible. The energy harvesting initiative demonstrates what's next. Together, they position Hamilton not just as a consumer of energy, but as a leader as how energy is created, shared, and leveraged to drive economic prosperity for generations to come. Today's results demonstrate HC's unique integrated utility model. We are creating value through energy, telecommunications, and integrated infrastructure, delivering economic returns, strengthening community resilience, and advancing Hamilton's environmental goals. But our greatest opportunity lies ahead. The infrastructure we are visioning, the infrastructure we are building today, will help shape Hamilton's competitiveness and prosperity for decades to come. As we look to the future, our commitment remains unchanged. It's to deliver strong performance today while building the foundation for what's next. I'd like to say, let's build something better together. And with that, I'd like to say thank you. >> Thank you very much for the presentation. We do have a speaker list. First up, Councelor Alex Wilson. >> Thank you so much. which I really appreciate both kind of sharing where you're currently at but also the opportunity in front of you and I'm hoping to better understand some of the jurisdictional lines um or some of those kind of who's doing what in that uh kind of opportunity ahead. Uh so I what I heard during the presentation was particularly exciting around the thermal energy corridor uh potential opportunities around industrial heat at Bayfront and feeding those into potentially new clients but also existing clients. So, kind of your current business model, but expanding um in areas where there's maybe new new waste heat to tap into, if you will, and where new waste heat may be on the horizon. Um and so that makes sense to me. I understand that as a kind of an infrastructure provider, whether it's, you know, a pipe of water or you're running electricity, you're providing heat. Um that makes sense. I also heard you're getting ready kind of for the things that are coming. And one of those things that you said that are coming is uh data centers and other types of um industry and we have correspondents on the agenda I think asking some of these questions directly. Um what's the line between council pushing for something and HC or sorry um Hamilton district energy pushing for something and so I just wanted to maybe ask that question really directly as a utility provider. Can you kind of talk about when you're partnering on a project or you're looking at the feasibility of a project or you're um saying that the industrial north end is important generally speaking um are you tying yourself to specific outcomes or projects or partners um or is there more of a you like is it more of a general we understand things are happening here and we're going to work with whoever is doing whatever to tap in. Can you kind of understand what first and maybe I'll check in. Do you understand the question and are you able to talk about what are some of those lines and is it a generalist or maybe a specific project approach that you're pursuing there? >> Uh through the chair uh thank you Alex for the question. I think I understand I I will try and then if uh uh please step in if I need to uh clarify. Um uh principally and as I had talked about in the previous slides we we are a service provider in the community. We we provide energy services and we provide telecommunication services and and the core of our business is in and around integrated utilities uh district energy and telecommunications. And so as it relates to opportunities in the community, uh we position ourselves to provide services that we currently provide today. I I I fundamentally believe in the potential and the vision of what we operate in the downtown district energy system. And so where there's the opportunity as a service provider to provide that uh to any other institution anchor institution business uh uh municipal opportunity uh we we will take a look at uh pursuing that. um uh just because of of um strategic location, the uh Bayfront Industrial Area presents some very unique opportunities from a district energy uh perspective just because of its history uh the current uh industries who are down there who I would like to acknowledge and uh and appreciate their participation as we did uh the industrial uh heat study. Um but it's also a framework that we would apply anywhere across the uh the community where it makes sense. you know, maybe up by the airport or other areas where uh you could take a similar uh a similar approach. Um and we approach it as we are a service uh provider uh providing our core services which is uh energy and telecommunications. >> Thank you. If I could just clarify what I heard. So I think yeah the just the question in the correspondence or maybe the concern I read in the correspondence is city council said we want to take maybe a slower or a measured approach or we want to have some standards with say data centers or specific technologies that may be coming forward. Um and there was a specific concern in the correspondence on the agenda that uh district energy may be uh pushing for some of those outcomes while council's maybe trying to ask for standards in place. And I think what I heard from your answer was no. We've did a study to see where are the basically the biggest markets for us in area. So is that by the airport? Is that out by Bayfront? And we found out that there's a lot of potential um in this industrial area around Bayfront to kind of expand existing operations, help take advantage of waste heat, and whatever happens at Bayfront, uh we want to make sure we're talking to people so we will be their selected partner um so we can get those benefits. Is that more I'm just trying to like name the very specific kind of I think tension that was named in that correspondence and ask you to maybe differentiate between your business versus that political I think because I think people have concerns and that I think wanting to not uh if you're just if maybe talk about the differences between district energy versus kind of enabling a specific project >> um uh through the chair Alex I I think you framed that uh very well about how we uh about how we approach it. Um, you know, we are not a project proponent. Um, we are not the project uh developer. Uh, we're engaged in our expertise as a regional energy and telecommunication provider. >> Thanks. I really appreciated the presentation and the overview and just given that that was in the correspondence, I appreciate uh getting those questions answered as well. Thank you. >> Thank you. >> Okay. Thanks for that. Next on our speakers list, Council Francis. Go ahead. >> Thank you, Chair, and I appreciate the presentation today. And one of your slides discusses data centers. I know this is something that you also touched upon a year ago and as you know there's been significant public interest on this file uh with the proposed data center we've seen a large number of delegates both at planning committee and the committee of adjustment um people attending city hall um significant volume of correspondents and to my office I'm sure council's been receiving the same uh and in the meantime planning committee unanimously supported a interim control bylaw um with that in mind I'm just hoping you can help council better understand HCA, HC's role on this file. Possibly describe and unpack any discussions, uh, meetings, partnerships, support, or any other involvement HC has had in relation to the proposed data center project through you, chair. >> Yeah, so I think that answer was started. Is there anything else you would like to add to that from the previous question? >> Uh, through the chair, I I don't really have much to add uh in addition to what uh I had mentioned in uh to councelor Wilson's question. >> Okay. Uh well then I'll get a little bit further into that question then and and has the board actually participated in you know or supported any federal provincial funds or funding applications rather or entered into any agreements related to this project? Chair >> uh through the chair our our engagement has been uh to provide our knowledge as a provider of district energy and telecommunications and that's been to the extent >> counselor. >> Okay. Um so I guess I need to understand better uh how what council is doing here by by implementing the interim control bylaw and the impact that HCA's work will have on this project. So if tomorrow uh the interim control bylaw passes which I assume that it will uh we essentially st stand down on any efforts from the city of Hamilton uh to proceed for a year. I'm just wondering if uh this pause also applies to HCE through your chair. >> Do you have an answer? >> Uh uh through the chair is uh you know we we will take direction from our soul our soul shareholder. Um you know we are engaged in the community uh providing a common portfolio of services that we currently uh provide uh today. uh we provide this common portfolio of services across health care across higher education to municipalities to enterprise uh businesses and um it would be my expectation that we would keep providing our our core products and services >> council. Okay. So that's I appreciate that answer. You know, if council decided here today to ask HD to stand down while that interim control bylaw was in effect for the next year, I I'm guessing I heard that answer correctly. Just want clarity. That's something you'd be prepared to do for the next year. >> Uh through the chair, I I we we will take the direction from from council. I guess all I would just say is uh a level of specity about what standown would mean, you know, as we are in our community today providing standard products and services that we provide to the city of Hamilton. So I I guess that's all I would seek is just to make sure that there was clarity in that. >> Okay. Um I guess my last Thank you. And I I guess my last question share um just I'm trying to understand if there's anything preventing HC uh from providing council as its sole shareholder. uh with full details regarding its role up to this point. I know that you've given a little bit of a high level summary but you know is this is there anything preventing you from sharing you know board minutes agendas um direction uh to council and I understand completely that there could be some of this that would need to be redacted um or or shared privately. I just I'm just seeing that's something that information we can ask for and if you could provide that to us probably by the next council meeting I think it's July 15th >> uh uh through the chair you know we are a um we are a commercial operating uh company um some of that information would be commercially uh sensitive and uh you know we are um you know we we we do have um non-disclosures and whatnot that we would need to uh abide do. >> Okay. So, I guess council could make that request and uh whatever would need to be redacted or put into closed camera, close session, and have lawyers or or the clerk weigh in on. I think I would ask for that information and at the appropriate time, I'll move that. I'll send some uh language to the clerk and uh we'll get that up on the screen when the speaker's list is is exhausted. Chair, thank you. >> Okay. Thank you, Council Francis. Uh Council Pauls, you're up. >> Thank you. And exactly the same line as councelor uh um what's your name? Councelor Francis. Um, and I'll be seconding his motion actually, but I'm just wondering was there anything any agreement with Slate um as uh asset of management because I know there's been communication and the the things I'm asking is because I feel like we've been left in the dark. uh when we had over 50 delegate all of them saying the same thing I I was just shocked you know that I didn't know much about this AI center and uh was there any uh agreement or any talk with Slate uh through the chair our discussions with Slate originated during the uh in energy harvesting initiative in and around the vision and the potential about harnessing uh residual and waste energy and the potential around district energy and and those have been uh principally our our discussions with uh with sleep. >> So you've had discussion and u sorry >> go ahead I didn't mean to interrupt. Sorry. >> No, no, go ahead. >> Let's just go through the chair please. Okay. >> Yeah. >> Okay. So go ahead council. I I'm just wondering when was this uh talk agreement or not agreement but talk. I I feel like nothing was brought to council and I don't know who was on the committee. I don't know uh if we should have known something was happening about the AI center which it sounds like I mean it sounds like great for economics. It's it's amazing. We wanted to know more about it, but really I think we've left it in the dark and and that's why there were so many residents over 50, but hundreds and hundreds of emails and in I heard one of the delegates say within 10 minutes they had three 400 signatures. So why are council now I feel like we have been left in the dark and when we we talking about did you have meetings with other counselors or or someone else? >> Okay so council Pauls I um there is no development application right >> uh before the city for a data center right yes lots of interest on a severance uh but no development application so I think uh Mr. Cowan has answered the question around their involvement uh at the steelport lands at large not on any specific project. So then put the question or councelor Paul is asking is there anything that you would add additionally um that you have an answer to previous questions on involvement in steelport um and any development applications >> um through the chair I don't I don't really have anything additional to add from what I what I said previously. We're the shareholders and we have no uh we don't have a say when they have meetings like I'm just wondering what's going on like I I am lost you you have shareholder meeting we are the shareholder the city of Hamilton and when you have meetings maybe with slate assessment we will not know that you just >> I don't know where the line's drawn that's all >> um through through the chair we're in the community providing our standard portfolio of services and as I talk about being a a an energy and telecommunication provider uh parts of our organization have done that for uh two decades or more and and that's how we engage with a lot of these institutions that we showed as our customer base and we were just engaged as standard course of business with our standard portfolio services that we sell today and just to add to that I think it's important to delineate the role of a shareholder versus board of directors versus the operation I think what Mr. Cowan is saying is they are running the operations as they're required to do and report to the board of directors and then we are shareholders who are receiving annual information which is required under law. Um, so hopefully that helps a little bit. But you have a minute left if you have. >> Yeah, I just uh because of uh one of our uh correspondents saying something who is on the chairolder uh we do have councelor Wang on so she knew about this and uh who else? Uh the mayor. I think it would have been appropriate if we had known something. I just felt like this is >> through you chair. Point of order. >> Okay. Point of order being recognized councelor Alex Wilson. >> Yeah. So there's been a consistent attempt by the member speaking in my opinion to suggest that information has been intentionally withheld from this body. Once that line of questioning proved factually incorrect uh based on the jurisdictional then it became an attempt to add councelor Wangs to name to the idea that information has not been provided. I think that this is incredibly disrespectful. It has nothing to do with the shareholder resolutions in front of us I might add. um and is just deeply political and not at all uh keeping with the order here. I think it is disparaging to councelor Wang. Um it should be taken back and it's not an order frankly. >> Can I No, councelor Paul's I'm the chair. A point of order has been called. >> Okay. And as I've attempted to do and to help move the conversation along, identify that there has not been any development applications to the city and to distinguish the role uh between shareholder board of directors and leader of the operation. And so I'm going to uphold the point of order. The question has been answered and I don't think it's appropriate to be uh tagging people's names to um allegations of holding withholding information. Uh there's no evidence that that has been done. >> Okay. So >> you I just want to say councelor Paul's your time's up. Okay. >> Okay. Can I say something point of order >> about the point of order? >> No, I've ruled on it. Your time's up. If you'd like to go on for a second time, you can do that. Okay. Right now we're going to go to councelor Tatterson. >> So I'm going to take it in a little different direction here in terms of HCE. I'd like to focus on the telecommunications for a moment and I want to share that HCE as an internet service provider provider. I think you I think what's good about you is that you recognize that no problem is too small for you to take on. And this is important when we're dealing with rural in broadband. So what I'd like to say is first thanks to councelor Wang for reaching out to me and sharing that HCA has the ability to deal with a problem that I was sharing with her. And then I want to thank you and your staff at HC facility staff and our chief digital officer uh terrain for all looking creatively at a broadband access limitation that existed at Glenn Brook Arena um and in our local area. So, this arena basically operates in a broadband cell tower dead zone and uh I have to actually go outside to take phone calls on my cell or I have to lean against the window in my office. Um so again we had a situation where um we need to improve broadband capacity. Specifically um HC was willing to look at a solutionsoriented approach and create an affordable broadband capacity that was necessary to allow the Glamrookch Junior C's hockey club to live stream games. And that was a big issue because without this ability, our coaches and our executives were at a severe disadvantage compared to other clubs because they're facing financial fines from the league for non-compliance with online requirements. So again, thanks for taking this on on behalf of the community of Glamrook and Junior Hockey in Glenn. This is a success story and I just wanted to say that again, no no problem is too small for you guys to take on. There was a lot of effort from many people in on city staff and from your team and it's truly appreciated by all the members in my community that have to deal with hockey. So, thank you >> u through the chair. I I really appreciate the uh the comment. Uh you know, we like to think that's how we take a broader triple bottom line approach. we we prioritize the social benefit that that provided to the community and then just emphasize the uh uh the commitment and the caring that uh that the HC team has towards uh towards Hamilton and uh I wish I could have that as a sound bite. That was uh thank you very much for for sharing. Sometimes we don't hear that all the time and it's it's great to hear. Thank you. >> Totally appreciate. Thank you. And that's all my questions. >> Okay. Thanks, Council Patterson. Councelor Clark, you're up. Go ahead. Good morning, chair. It's nice to see you again. Um, just a few questions for for clarification purposes. So, um, HCE is an armslength corporation that was created by the city of Hamilton. Is that correct? >> Uh, that that is correct. >> Thank you. and the city of Hamilton is the sole shareholder to that corporation. Has that changed >> through the chair? No, that is correct. >> Thank you. And during an AGM, the sole shareholder can ask questions of the CEO or raise any concerns that they have. Is that not correct? >> Through the chair, that that is correct. >> Thank you. Um, and so answer these questions to the best of your ability and if you feel that it's proprietary, please indicate so. I don't want to put you in a ticklish position. Has there been an agreement with Slate Asset Management or any of their proponents with regards to a large uh hypers scale data center on the waterfront? uh through the chair are we have been engaged in the capacity of the standard products and services we provide in the community today. We have no active uh agreement in place with those parties today to provide those services. We have been just uh consulted as far as our expertise and services we provide in the community as we discussed in the shareholder presentation. >> Thank you. And so um my next question is just to to clarify. So there is no memorandum of understanding uh no agreements uh no non-disclosure agreements nothing of that nature with Slate other than answering their questions about your abilities to assist >> uh through the chair. uh in that exercise um it is standard commercial practice that we do have a non-disclosure in place with those parties. >> So would that non-disclosure prevent you from answering questions to the shareholder >> uh uh through the chair? There is some uh commercially sensitive uh information in that that we would have to be mindful of. >> Thank you. So, chair, given that information, um hoping the city manager is there, um would it not be prudent for um the sole shareholder to go in camera to understand exactly what has transpired? >> I got to look to the clerk for that. Oh, there we go. >> Sorry, I can't I can't hear anyone. My apologies. >> It just took me a while for my mic to click in. It is always best to only go into close session for items that have been added published on the agenda. And I'm not sure if you would be avail like able to provide the information that the counselors are requesting on the short notice. >> Um Mr. Count >> um through the chair is um uh I could speak in generalities um but I wouldn't have the information to get into the specifics. >> Okay, >> Council Clerk. >> Thank you, Chair. So, um, this puts us in an rather awkward spot. It's not quite a conflict of interest, but clearly being the sole shareholder to HCE, we have an interest in the matter, and this matter has become a compelling public interest within the community. Given that council will be making a decision on an interim control bylaw uh motion tomorrow, um it would be prudent for us to have a better understanding of the involvement of a HCE. So given that I can't get that in camera or in public, the only option is to go in camera. And so I'm struggling cuz I'm out of my depth in terms of the rules of order for a sole shareholder of a city initiated corporation. >> Okay. So we do have indication from councelor Francis on a motion on this topic in general. Uh >> then I'll stand down. Chair. >> Yeah. So that way you can assess that when if it's put on the floor and then go from there if that's okay with you. >> Thank you very much chair. Much appreciated sir. >> Okay. >> Uh GM Zigger has some comments. >> Sorry. Through the chair. Uh Mike Zigger, general manager finance corporate services. Uh staff are happy to take this offline with uh with Mr. Cowan in the context of uh their business strategy uh including any commercially sensitive information and to review a process on how to bring that information before the shareholder uh and if it is commercially sensitive information how to do that in a private and confidential setting so such that uh any confidentially require requirements aren't compromised. So, um again, uh pending pending the discussion around the motion, uh one option is to direct staff to work with, uh with Hamilton Community Energy and Ho on a process to bring that information back to the shareholder. >> Thank you, GM Zerk. So, we don't have any firsttime speakers, so I'm going to go to Council Francis. Go ahead. >> Thanks, Chair. And I'll move my motion. I think um it addresses councelor Clark's concerns and I think it touches upon what GM Zagaric is is going the direction he's going in. I'll read it out and then I'll I'll sort of pick back up on it. So whereas the city of Hamilton is the sole shareholder of Hamilton Community Enterprises HC and whereas council is currently considering an interim control bylaw respecting data center development. Therefore, be it resolved A, that HC suspend any further activities related to the proposed data center project until council has completed its consideration of the interim control bylaw and B that HC provide a written report to the July 15th meeting of council on its involvement in the proposed data center project or development project, including any board direction, meeting minutes or agendas, agreements, funding applications, partnerships, expenditures, and involvement with federal provincial funding programs. Obviously, chair, uh, you know, some of that could be confidential. And I think when they bring that information to the clerk's department, I think it'd be wise for the city manager, the the clerk, legal to take a look at that, determine, you know, what gets published to the public and what should be brought in camera. So, I don't know if I really need to amend my motion to address that. I think that's probably pretty uh, obvious for the clerk's department. So, >> okay. Thank you, Council Francis. So the clerk just informed me procedurally. We need to receive the presentation. Um because that's what's on the floor now and then we'll come back to you. Um but we've had a little preview to what you want to put on the floor. Okay. So uh going back to questions on the presentation, Council Wang. >> Sorry, mine was on the motion. So I'll just wait until the motion then. >> Okay. So then we'll pause for a moment and see if there's any other questions on the presentation for CEO Cowan. council pause her for a second time >> and thank you and uh prior to the what councelor Alex Wilson said that was out of order. I just want to first of all I will apologize to councelor Wang but I want everybody to know that there was a correspondent on our and everybody knows and it said that uh um that the reps are councelor Wang and I noticed that councelor Wang didn't even object. Uh so first of all I did have a talk to councelor Wang about this and uh we talked about it. So I I just want to say if councelor Wilson thinks I was out of order the this is the reason I mentioned it. It's in our correspondent and I was just asking the question. So >> point of order. >> Thank you. >> So thank you. >> Okay. Point of order has been called. >> Thank you. >> Thank you chair. The member was speaking on the presentation supposedly, but in fact was speaking to your earlier ruling. It's not my opinion that uh the speaker was out of order. You ruled them out of order. >> The continued assistance on naming councelor Wang uh with implied wrongdoing coming from someone who's registered in an election. Like I think this election hearing needs to stop around the council table. It is completely unacceptable and councelor Pauls knows better. >> Okay. Thank you councelor Wilson. Okay, councelor Paul, >> I did say council point of order has been called. Okay, so now it's the job for the chair to rule on it. >> Okay, I did make a previous ruling. Okay, I afforded you an opportunity to respond. >> Yes. >> So, we'll call end to that now. Do you have any further questions on the presentation? >> I just want to say sorry to councelor Wayne. >> Okay. Thank you very much for that. Okay. So, we've dealt with that point of order. I'm going to pause now to see if there are any other speakers on the presentation. Not seeing any. So I'll need a mover and seconder to receive the presentation. Councelor Wang, Councelor M. Wilson, thank you very much. Uh we'll need a show of hands to receive that. All those in favor? And that carries. Thank you very much. CEO account. Okay. So we've also have correspondence which we should do first before or should we do the motion now? Look it to the cler. >> Okay. We'll receive the correspondence then we'll come back to you. Okay. So 6.1A correspondence respecting the Hamilton Enterprise Holding Corporation annual general meeting item 6.1 which we just discussed. Could I have a mover and secondary to receive the correspondence item please? Councel Clark, Councelor McMin. Any discussion? Seeing none, uh it's a show of hands. All those in favor? And that carries. Okay. Uh Councelor Francis, we will go to you. Would you like me to reintroduce this motion or >> uh did you do identify your seconder? >> I've got two seconders, but councelor Esther Paul's offered first, so I'll go with her. Councelor uh Tatison also offered, but since councelor Paul's >> Okay. Seconded by councelor Paul, you did read it out. You had mentioned you had something in writing to put on the screen in case counselors would like to see that. Would you like to see it on the screen? Yes, I'm seeing some nods. So, we'll take a moment to put that up. So we can read it. The resolution is on the screen. Need some binoculars over there. Just a question to part A to the clerk. Um, so directing to stop work on a specific project. I think what we had heard in questions is that there wasn't work on a specific project. So just wondering how that applies. Is the the motion in order in that sense? So part A directs work to stop on a spec very specific project. I think we heard from the CEO that there was there isn't work being done on a specific project. So just wondering on the or so I mean we could that could be put out there and it may or may not apply depending on what's actually happening. So no harm done potentially. So just looking if if if it's an order for this committee to or the shareholder to vote on. >> So it's it's moot that you're asking them to suspend activities on something that's not happening. It would seem >> Can I clarify? >> Yeah, go ahead and clarify. Yeah, I know. I just think that due to the fact that council's going in this direction, I think they should also follow suit with council who is their uh shareholder. It' be very unusual that they didn't regardless of where they are uh or where they have been, which we'll find out in part B when that comes back. So, okay. So, just trying to make sure we're on the same page here. So, there's direction about a specific project which you know may or may not be uh work happening. So, is it create any problems? Is it okay for this motion to be voted on if the work isn't happening? And if it is moved or not, does that affect the motion, I guess, is the question. >> I would say not. I would say you'd be fine to proceed with the vote. >> So, the motion is in order. That's just wanted to make sure that we understood that. Okay. >> Okay. We do have a speaker list. Just wanted to get that groundwork. So, uh, Councelor Wang, you're up first. chair, I'm seeking some advice because I sit on the board as a board person, a council representative on this board. Um, the CEO has already said that there is proprietary information that is pertinent to the workings of the board and the operations of this business. So, I am struggling to understand how I can best support this motion moving forward. I feel as though I have a pecuniary responsibility here to help with the operations of this board. So I don't know if I need to abstain from this motion or not because again I sit as a board member on this board. So I'm seeking some advice and I'm not really sure how best to move this forward. >> Well, I can't give you that advice. I don't know if the clerk can weigh in. I've been directed to call a 15minute recess as there are um some staff discussions going on in the background to confirm what is procedurally proper in this situation. So we will call a 15-minute recess. >> Okay. So we'll call a 15-minute recess. We'll be back 11:31. Thank you everybody. Okay, welcome back everyone. I'll acknowledge we were a little longer than we thought, but it took some time to uh talk through the situation and figure out the path forward. So, we're going to do a couple of things here. First, we are going to bring up CEO Cowan just to further elaborate on the question. um just on HC related to the project that's part of the motion. So we'll do that and then I'm going to ask the clerk for some feedback to summarize uh his his advice on the matter and Jim Ziggger will also add some color as well. So CEO Cowan to start please. >> Hi there. Um just through the chair just uh further to my comments about being engaged with standard products and services in the community but more more specifically uh we were engaged just to provide quotations for our our standard products and services. And so that would have been for energy and telecommunications and we provided uh those quotations and since that point there has been uh no further uh activity. Okay. Thank you for that clarity. Appreciate that. Um so we are then going to go to the clerk to provide uh his input. Go ahead clim. >> Uh thank you chair. So I believe there are two parts to the motion. Um I'll speak to the first um in terms of direction. The shareholder can direct the city clerk. So they can direct me and that direction is to communicate back with the corporation. Uh they can't provide direction in terms of operations or or how things are working. That can be done through their board of directors. Um the best advice is that a uh you can ask for information. you can request that they come back or consider something and report back. So my recommendation is that the entire motion instead be that the clerk be directed to communicate with the Hamilton Enterprise Holding Corporation requesting information respecting H's involvement in in these scenarios. Uh what that would look like then is I would communicate that request back to the staff of the corporation. they can conduct some work perhaps repair a report that would have to go through their board of directors and then presuming it did and whatever the board of directors decided they would communicate back with me and I could call a shareholder meeting to come and consider or receive any information that follows through from that point. Uh it cannot come back direct to council. It's important to note that council and the shareholder while made up of the same people are different bodies. >> Okay. Thank you, Clerk Trenum. And just to confirm, your advice is based on the shareholder agreement. Is that factual? >> That's correct. I also want to point out we don't have legal available today. Um I imagine there is some legal advice that would be necessary to come through based on what I believe part A of the motion is. Uh so if there was anything along those lines, I would suggest that that just be withdrawn and perhaps brought to a future meeting to request information on that uh from a legal perspective. um which I cannot provide directly but my advice and understanding is based on the shareholder agreement which is the city of Hamilton uh made up of this shareholder group um as the owner of the corporation. >> Okay. Thank you clerk Trenum and then as I said we'll go to GM Zerick to add some color around I think operations. Yeah, through the chair and I appreciate the opportunity to recess and uh to convene with uh HCE. Um so you heard from CEO Cowan uh their engagement with respect to the proposed pro uh project and it was simply to share the suite of services that HC provides within community and to provide uh some costing information which would be proprietary. uh if uh if the will of the shareholder is to have that reiterated in writing in response to B, I'm sure that could be part of a report back with respect to B. But with respect to the shareholder directing um officers of Hamilton Community Energy on how to perform their role, there is a governance separation there between the shareholders and the uh the board and uh the shareholders do have a right with respect to business strategy but not as it relates to the execution of the business strategy and that's further detailed in the shareholder agreement. Uh so again wanting to ensure that just to to put a spotlight on what CEO cowan identified as what the involvement has been to date and to be transparent and so that was the ask is to provide further clarity with respect to that information that was included in this morning's presentation. Thank you. >> Okay. Thank you very much to everyone. Uh so just to summarize, we took a recess to evaluate the motion against the shareholder agreement to see what is possible and uh have come back with clerk recommendations on uh amendments to the motion. Uh so that's where we're at now. Uh clerk Trenum read it out. So we do have a speaker list, but what I'm going to do is go to um Councelor Francis. Um go ahead. Thank you, chair, and I appreciate that uh clarification after that long break. Um I don't necessarily have an issue with clerk Trenums if you could put it up there on the screen. The I if you've got it there. >> Yeah, we'll uh work to get that on the screen. >> It's a suggested amendment. The only thing I would say is like Q3 2026 is where I mean it's a little bit vague for me. this is relevant information right now in this current time. I don't want like I don't think that this is information that can't be provided on the on the uh ready. Um so I would that's where I would um hone in to try to get that information sooner. Number one. Uh number two, just to a um I I asked the question um that was a pretty clear answer that they would do what is directed by the owners, the shareholders. So I don't understand why that wouldn't be an order because, you know, first of all, they've agreed to it. Number one, they've clearly stated that. And um I don't know what's preventing us from uh suspending activity related to the data centers while we're continuing this work. So I don't think I would take that out of the motion. I'm happy to change part B to what this says here with the caveat that it comes back sooner, but part A, I don't see how that's not in order. >> Okay. Okay. So I'm going to go to the clerk. He did explain why it wasn't in order. Um but we'll also he put his hand up to help answer your first question around timing as well, I think. So clerk Trenum, over to you. Oh, you're >> Thank you, chair. Um, so first of all, I'll just say for the timeline, uh, we've put that in there as an estimate. I can't speak for the board. I can't speak for the corporation and may very well be able to turn around in a week or two and and have information back. It may not. Um, I I don't have an answer to that, which is why we we left it the way it was. Um, as for a, there is a lot of complexity um, with this. This is a um uh outside of my scope to provide advice on it would have to be legal advice with regards to the directing but my review and understanding of the shareholder agreement is that you can direct me as city clerk to communicate with the board and the corporation and not the corporation directly. >> Yeah. So that's the crux of crux of it. Councelor Francis is with the shareholder agreement we can direct the clerk. uh the shareholder cannot direct uh the operation. You know, that is the board of directors role. So, in that sense, that makes part A out of order. We can still do part B as has been outlined by clerk Trenum. Okay. I still don't fully agree, but I will I'll get back on the speakers list if I want to possibly change this uh part a to have legal give us a report back on our duties and bring that back to this board meeting which I'm requesting to say by no later than August of 2026. Otherwise, the rest of the language here I'm happy with. >> Okay. So, I'll let you work on that maybe with the clerks while we go to other speakers that we we do have on the list. So I have councelor Clark and councelor Bey. Whether that's legacy or not, I'll go to you and see if you still have questions. Councelor Clark, go ahead. >> Thank you. The first question is, can the clerk provide copies of the shareholder agreement for all of the counselors recognizing that this agreement happened many many years ago? And I'm not sure um the level of comprehension of that particular agreement. So providing it to the the counselors would be helpful. Clark Trenum. >> Thank you, Chair. We can look at uh providing information. Yes. >> Thank you. Um secondly, um let's recognize that um the CEO has provided his answers in public with respect to the fact that they offered pricing, I guess, for their services, but that was the end of it. So, um, that's as good of an assurance as we are going to get. And let's also be aware that there was a non-disclosure agreement um for the board. Um, and so it puts um our members who are serving on the board in a ticklish position because they really can't speak to any of that information that they may be privy to because of the NDA. And so at the end of the day um this company is operating um within their authority and any interim control by law that is approved by this committee will stop um any applications from coming forward for at least 12 months until we have the requisite studies that are coming back from that ICBL and it may extend to 24 months. So, notwithstanding all of our queries and concerns and the letter that came in from um a constituent, the fact remains that we have limited abilities to intervene with this company. Thank you. >> Thanks, Council Clark. Councelor Bey. >> Thank you, Chair. Uh my line of questioning was based on the previous motion, which looks like it may change. So, it's uh my question is no longer relevant. >> Okay. Thank you for that. Okay. I don't see anyone else on the speaker's list. So, we're just working to finalize the wording of the motions. So, councelor Francis, you have the floor. >> Can read it out a lot faster than I can type it out. So, I'll read it out. >> Yeah, I'll put it up. So, so A will >> we'll get that up on the screen, too. >> Okay. >> Yeah. We'll put it on the screen. So B is what clerk Trenum has provided to you with August as the the date in there. Um, Bonet, I'd like to change that. Legal services report back no later than August of Well, sorry, now how about this? Legal services report back to the next HCE meeting, which will be in August. Um, or before then as the sole shareholder to direct HC to cease activities related to the proposed data center project. So, Sorry, we're just pausing to make sure we get the word right. Can you say that again for the >> that legal services report back to the next HCE meeting respecting council's authority as the sole shareholder to direct HC to cease activities related to the proposed data center project. So just having legal >> okay >> tell us what we can and can't do. So what's on the screen there that's captured it correctly? The spirit of it >> relating to >> relating to specifically do you want to put details in there council Francis? >> Um the proposed data center project >> and are you specifically talking at Steelport or anything specific? No, just making sure you get what you want here. I think that that probably you want to leave the wording at that. >> Yeah, I think that probably captures it. >> Okay. So, clerk Chandum, if I can ask you then based on your advice, uh um can you comment on that revised a please? >> Uh chair, I believe this is reasonable that the shareholder can ask legal for advice back to the shareholder. So, that would be a reasonable request. And just based on your feedback on on B, does it have to go through the clerk? Just to make sure we're following the direction you gave that all direction has to go through the clerk. The clerk >> you might have a a couple questions on this chair. Give me one moment with that one, but uh uh I will confirm for you in a moment. >> Okay. So, we'll let you do that. We do have a speakers list here. So, we'll take care of that and we'll come back to you. Okay. Council Moren Wilson. Thank you, chair. A little confused because uh I believe it's also been acknowledged by the mover that B has been asked and answered. >> So the a question was asked, the answer was provided. >> Councelor Wilson has a floor. So let her >> so um I don't see the relevancy of B. >> Thank you. >> Okay. Just a comment. Do you Okay. Okay. Uh next, councelor Alex Wilson. Go ahead. >> Uh thank you. Through you, Chair. Uh I'd appreciate if the mover could take this uh as a friendly amendment uh to just stop a at direct hce. I think that's the information we're actually looking for is our jurisdictional relationship with HCE. I get uncomfortable asking folks to stop doing something that they've said they're not doing um and that they said they won't do. It implies that they're going to do it even though they said they haven't done it. They said they aren't doing it. And it creates uh frankly this belief in community that they might do it or they it might be happening anyway. If what we want is jurisdictional information about what we can direct as the sole shareholder um I think it can just finish at HC period. um and we can get that information back and if it's applicable to a specific project or something that's happening, great. But I do think we have to respect the fact that we've been told repeatedly it's not happening. >> Okay. Thank you, Council Wilson. Okay, Council Francis, >> just so I'm crystal clear here on a all I'm asking for is what our legal responsibility is here that we can articulate to the public because the public there is obviously great public interest on this. So that's what that's asking them. It's just asking for legal to tell us what council can and can't do, what they can and can't direct so we can articulate that to the public. number one and with in terms of B um I do think it's relevant and I'll tell you why this is about transparency and I I do appreciate having this conversation here on the fly and asking these questions and I'm not saying I don't trust anybody that's given answers but I want ultimate clarity here. It's better for me to make a decision when I have all of the facts in front of me what what we're requesting here before we can proceed. I think it's important information to have. I don't think that um while I do appreciate the answers that were provided, I think I want a more wholesome understanding of where the board has been going with this and where they could be going with this so I can make informed decision as a governor around here. >> Thank you. >> Okay. Um so just to the question that was asked about a possible friendly um so a would the suggestion was to put a period at HC the so you're looking for the ability of this body to be able to direct hce >> I want to get a legal opinion whether that is in order or not essentially I'm not saying that that's our inevitable conclusion I'm trying to see if that is something that we're what is legal's advice on that, >> right? And so the the question was uh is putting a period after to direct HCE satisfying the answer? Is it going to get you the answer that you want because it's actually not relative to a specific project? That's what councelor Wilson was asking. >> I guess it is friendly. I mean I I but I want to be clear that legal is telling okay it's great to know what our legal obligations are on a variety of ranges of of topics but this is the topic of the day and that's why I want that information as well. So I mean as I read this I mean we're going to get a broad if we strike that off as it is up on the screen right now we're going to get a broad report back. I just want to know particularly related to the data center project as that's been the topic of discussion here. So what's >> I think the point being made is directing HC is the crux of this correct >> what is the ability of this body to direct HCE which is irrespective of any project that that's what is being requested. Yes, I'm again I'm I'm happy to get that general vague understanding here, but I also want to know how that specifically relates to data centers as well. >> Okay. So then is that a friendly amendment as presented there or not or not? It's up to you as the >> It's not unfriendly, but I'm just saying that I would prefer to have this in writing, but that's what we're requesting information on. So I I wouldn't accept it as a friendly amendment. >> So it's not a friendly amendment. Okay. So then if you can un strike out the language there as it was not accepted as a friendly amendment. >> Okay, clerk Trenum, sorry, I can't see you on the screen. Go ahead. >> Sorry, chair. Um, just connecting with legal. If you want to actually connect with the uh the next speaker, I'll jump right back on. >> Okay, we will do that. So, I'm going to go to first time speaker councelor Nan. Thank you, chair. And um I I recognize I'm coming into the shareholder discussion a little bit later, but not since I've been here present since the motion's been tabled. And um I would say that if a could be amended formally then to end at direct HCE, understood that the mover doesn't see it as friendly. Um I'm happy to then move it as a amendment to a to stop at HCE. and I would like to speak to why if that's okay and uh looking for a seconder for that amendment at the appropriate time. >> Okay, Council M. Wilson will second that and you can speak to that if you are moving that at the moment. >> Yes, thank you so much. um and appreciating what councelor Francis has clearly articulated as the motivation and the um the desire and what he's seeking to get back so that there's crystal clarity uh in terms of what is the shareholders responsibility uh what is the shareholders capacity legally uh to direct the corporation and or make requests of the board. So it sounds like the B portion will take care of the requests of the board through the clerk's direction. But in A, I think there is an opportunity here for all council colleagues when this report back comes from legal staff to ask questions that are specific to projects that are specific to operations in order to get the clarity that folks are looking for. I appreciate that this is in the box of a conversation related to AI data centers. However, this procedural clarity is imperative for council members to understand as shareholders moving forward, whether completing this term or serving in future terms. And at the time that that legal report comes back, it's totally the prerogative of shareholders to then inquire deeper in terms of what about this project, what about these operations, what about this specific thing? And I would um say that that would satisfy um what I've heard as being the motive behind this discussion. Thank you. >> Okay. Thanks, Councelor Nan. So, we do have an amendment on the floor. I did have speakers on the list. Council Morin Wilson, Councelor Clark. Uh so, I'll ask if you want to speak to the amendment or if there are any. So, I'll go there first. Council Morin Wilson, did you want to speak to the amendment? I was like the amendment. >> Okay. Okay. So, don't need to speak to it. Councelor Clark, do you wish to speak to the amendment? Uh yes, and I would also like to speak to the second part of of the motion. I've not spoken to the motion. Um to be clear, the amendment is concise. It is speaking specifically to the shareholders overall obligations and responsibilities, what we can and cannot do. and it prevents us from getting into um specific details about this particular project in a public setting um when we've already heard that there was non-disclosure agreements involved. So we have to be careful how far we go. We have primacy as it as it relates to planning issues and that's where the discussion will happen. It is the discussion around the interim control bylaw and what frameworks we can put in place to control these data centers. That's where we have the authority and that's where we should be exercising that authority respectfully chair. >> Okay. Thank you council clerk. I know you wanted to speak to the second part of the motion but uh we will come back to that. We'll deal with the amendment first. Uh so councelor Wang and then councelor Francis for a second time. >> Just a question on the amendment. Can we just Oh, you know what? We're going to vote on the amendment first. Is that correct? And then at that point, we'll talk about the motion as a whole with the amendment. Correct. >> And at that time, I think I'd like a split vote on between the A and the B part. >> We can do that when we get there. Okay. >> We're going to go back to Council Francis. >> Thank you. Just for ultimate clarity here, does this prevent me from getting the information that I'm requesting? Uh can I ask whether or not the data center issue uh is something that we can direct them to not is that something illegal is going to pro provide us with it ending the way that it is right now currently. >> Sure. As a proposed in the amendment. >> Correct. >> Yeah. Councelor Trenum. Councelor Clerk Trenum will answer councelor Francis's question. Go ahead, clerk. >> So this would provide the general answer to your question. It would provide that clarity and you would be able to ask the question through you chair uh any any member um specifics based on that uh response >> then no problem I've got no issue with that as it is and I'll proceed to support that then as amended. >> Okay. So we have the amendment on the floor. We can go and vote on that now I think is the procedural step. Councelor Nan seconded by councelor M. Wilson and that will be an electronic vote on the amendment and then we'll come back to the motion overall. So the electronic vote on the amendment is up. Thumbs up from councelor McMin. Okay, so that amendment passes 11 to zero. Thank you everybody. Now we're back to the motion as a whole. And so Council Clark, you had indicated you wanted to speak and we'll see if there's anyone else. Go ahead, Council Clark. >> Thank you. Uh, can I ask GM Zagaric please? Um, is HCE a private corporation or a public corporation? >> Through through the chair uh and uh I'll ask CEO Cowan to correct me if I'm wrong. I believe they operate under the Ontario Business Corporations Act and I see CEO Cowan um agreeing to that statement. >> Thank you. So, in response to to that answer, can I get um information as to whether or not any of these minutes, these motions, board direction is made public through through the chair. If I could ask the counselor if the counselor is asking whether their practice is to post the information publicly or whether it's appropriate for the corporation to post that information publicly. >> It's a little bit of both. Um so if their practice is to post resolutions and decisions of the board publicly then the motion is irrelevant. And if they don't do that then the question is are they not doing that because of the way the corporation uh was incorporated >> through the chair? Uh I don't have an answer to the question but uh if directed we're happy to work with HCE to provide a response to that question. So chair is HCA representatives still in the room? >> Uh yes they are. So, is it fair for me to ask them? Do they is it their usual practice to make these decisions that are in this emotion public? >> I'm going to call on CEO Cowan to answer your question if we can get his microphone on, please. >> Through the chair. Uh, our shareholder meetings are public. Our our board meeting uh minutes are not uh public. Um I I I would normally have our our council uh available to get into more um specifics of that. He's not currently available here today, but we are uh incorporated under the OBCA that that I do know. >> And so um without that information, I have concerns about voting for the motion. I understand the desire to know exactly what HCE is doing from a political standpoint. The challenge is if this is not their normal dayto-day practice as in terms of how they operate and they're operating under um the legislation and that information is kept to the board and not made public then that information even though if it's motions and resolutions it would be considered proprietary. it's for that board's that corporation's um desire to succeed as that in that business model. So I'm nervous about requesting all of this additional information in the manner that it is being requested if it is not normal practice for the corporation to share that information in public. And by the sounds of it, they do not share that. And so this part of the motion really goes back to the first part of the motion. And if legal is going to provide answers to that question, then they would be also answering u whether or not we can get records of this nature from legal. Does that make sense, chair, or have I confused it? >> I understand what you're saying. Um I think in the motion it is directing action to potentially gather information and bring it back and maybe the clerk can comment. Maybe during that process there is a filter to determine what can be shared or what cannot be shared. Um I don't know if that would allay your concerns or not. I'm just uh trying to help us navigate through this and clerk Trenum maybe if you can weigh in please. >> Please chair. >> Thank you chair. I I think you're you're correct and and some of the commentary has been good around generally better understanding the role of the shareholder and having um advice on that I think is is critical for this body. Uh outside of that, the way the request has been worded to direct me to request information then allows them to go through their process to determine what would be available and what could be reported back. And that would go through their board of directors before anything came back to the shareholder to become public. And uh that's the the purpose I believe of of the wording of the agreement and and how that functions. So I would uh I leave it to the shareholder but uh uh that's the reason for the wording. >> Council clerk. >> Thank you. So I understand what the clerk has said. I heard what the CEO said. And so we're putting the corporation in the untenable position of having to say no to the shareholders request. All of which can impact the corporate reputation of HCE. So all of this discussion is starting to get into an area where if any other business prospects are considering working with HCE, they're going to be concerned about the interference of the political body on HCE's decision. So I don't think I can vote for the part B. I think when we hear from legal in CRA, the counselor is fair to ask those specific questions of legal and legal can be prepared. But I'm worried about at what point does all of this discussion begin to impact um the corporate reputation of HCE and I'm loathed to go down that line. Thank you. Okay. >> Thanks, Councelor Clark. Councelor Moren Wilson. Thank you, chair. I'm very appreciative of my colleague, Councelor Clark, teasing out those um questions and informing what I believe to be extremely important parameters of this discussion and debate. Uh I've heard uh it referenced that we have a duty to uphold trust and confidence. That's exactly why we need in my opinion to respect the roles and relationships that um we are sitting in now that we sit in as members of council and also uh that the corporation that we're talking about has to work within. That is our duty and responsibility across all these institutions is to uphold trust and confidence and in my opinion to suggest that be uh we have heard from corporation B has been asked and answered. I think we have a duty we can fulfill a get the answer to that without impairing um the corporate standard and roles and responsibilities with when within which they're tasked by us to work. So I I will not be supporting B. I voted in support of the amended A. Thank you. >> Thanks Council Wilson. Council Wang, >> just at this time, if we have exhausted all of our speakers, I would like a separated vote between A and B if possible. Thank you. >> Okay. Yep. We will honor that. And I don't see anyone else on the speakers list. >> Go ahead. >> Sorry, I forgot to announce that. Um, for B, I will have to abstain because of my role as a as the council appointed representative that sits on the board of directors. >> Okay. Thank you, councelor Bey. >> Thank you, chair. And it you can rule me out of order. may or may not be material to uh the conversation, the vote we're about to head into, but um I think that it is important to highlight what exactly is happening here. Um because suddenly this is going to be uh floated around in media. This is going to be floated around through social media. This is going to be a headline. And in that regard, I think it's important to remember what HCA HCE apologies to HCA Chair Clark. HCE is and what it isn't. Not a city department. It's not a public corporation. It's a private entity spun off and owned wholly by City of Hamilton. And it competes in the private sector. And it is it's not something that we can uh just make a motion and and turn direction on. Uh we own it, but we don't direct it anymore than if we own shares in Coca-Cola. So getting the information back in a I think is important. But I'm I'm very I'm sharing the concerns that are going around the table today about what impact this now is going to have on this private entity. just the nature of this conversation. Um, this organization is competing against companies like Rogers, Telus, Bell, against Danbridge. And, um, I am I'm concerned about the erosion of its ability to perform its function in that sphere as a result of some of the conversations that have been happening here today. Um, so I'm I'm going to uh vote in support of number A. I'm not going to support uh item B. And at uh the appropriate time when that information comes back, item A, we can make determinations on on what we're legally entitled to do. But the collateral damage here to the to the corporation that we own and its ability to turn a profit which is its mandate um very concerning. >> Okay. Thank you councelor Bey Councelor Francis. Thank you, chair. And I just uh end by saying, you know, if the sole shareholder here can't ask questions on a matter of significant public interest, then the shareholder oversight becomes meaningless. Thank you. >> Okay, I think we now have exhausted our speakers list. So, we are going to vote separately on A and B and we'll just get those up on the screen so everyone is in clear. to show both at the same time. >> Yeah, just show A and then we'll go to B. So, the first vote will be on A, which is going to be on the screen momentarily. Just want to make sure everyone is clear on the specifics. So, there you go. The first vote is on A. So, we will go to that vote now. We've deliberated and I think we're ready to vote. Yeah. Moved by councelor Francis, second by councelor Paul's. >> The vote is up on just a thumbs up from councelor McMe and that carries 11 to zero. So, we will move on to B and get that language back up on the screen. I think everyone understands what it is, but just want to make sure we'll get the text on the screen and then pause for a moment and then vote. So, there's B and we will go to the vote. The electronic vote is up. >> Thumbs down from council me. And that is defeated 2 to 8 with one abstension. Okay, we are going to keep moving along with our agenda. We are at items for consideration 7.1 shareholder, right? Is that the right spot? >> Yep. Shareholder resolutions. So we have audited financial statements for the year ended December 31st, 2025 and three nominating committee recommendations for Michael Mcuade, Tony Toma, and Elizabeth D. Donato. May I have a mover and seconder to put the shareholder resolutions on the floor? Councelor Wang, Councelor McMe, is there any discussion on the resolutions? Councelor Wang, you have the floor. >> Thank you. I wanted to share with the shareholders that uh after an extensive search for to fill the final board member role uh the recommendation here is for Michael Mcuade. Michael Mcuade comes from a significant background. He was formerly the CEO of Aloma Steel. So he has deep deep knowledge in terms of all of the different uh operational business areas within the HKO portfolio. and as well he's really close to us and has been working with us in Hamilton for a really long time. So I think that that is a excellent recommendation for this board and I think he will bring significant value as well. Tony Toma and Elizabeth Donado have been amazing and I have learned so much from them as uh sitting on the board and uh I think that it's wonderful that they have all uh agreed to come back to this board if we uh if we continue to ratify them. Thank you. >> Thanks Council Wang. Council Clark is next. Go ahead. >> Thank you chair. I'll be brief. I want to thank um um HC for including uh resumeumés for the candidates for um I guess re-election to the board and for election to the board. It's very helpful to me um as one member around this table to get a better understanding of the gravitas of the members who are serving on the board of directors. So, I appreciate you sharing that information with me and I will support the recommendation. Thank you. >> Thanks, Council Clark. Not seeing any other speakers. We did get a mover and secondary. Yes, we did. So, we will go to the electronic vote. The vote is before you. Thumbs up from councelor McMin. And that carries 10 to zero. We don't have any further business. So the meeting is adjourned at 12:32 p.m. Thank you everybody.