Composites Innovation Centre Manitoba Inc.

June 25, 2015

Board Room

Meeting Minutes

Directors Present:

Chris SaundersRay Hoemsen

Thomas SmallChad Brick

Joe SolomonRick Jensen

Jim MacDonald

Observers:Others:

Robert MansonSean McKay, President and CEO

Greg Dandewich

Regrets:

Nathalie LerouxNeil Carlson

Digvir JayasRon Koslowsky

Alan DeBaetsDavid O’Connor

Ken Webb

Call to Order:

The meeting was called to order at 3:05pm.

Meeting Agenda

Motion:Approval of Board agenda

Moved:Brick

Seconded:Jensen

Approved.

Meeting Minutes

Motion:To approve the meeting minutes of Dec. 18, 2014

Moved:Small

Seconded:Jensen

Approved.

President and CEO Report:

McKay provided the Board with a narrative of his detailed written report.

McKay indicated no new staff hires have taken place; however, Boeing has requested an extension of CIC’s engineering support of 3 engineers until the end of the year. Four student positions have also been filled. Saunders asked if full time staff are allocated to FibreCITY at this time. McKay indicated that 5 positions (including 1 student) are directly supporting FibreCITY activities.

McKay indicated that cash flow is positive. He indicated that he maintains open dialogue with both the Fed/Prov funders. He noted that in the past, through the Economic Partnership Agreement (EPA), there was just one portal to discuss/receive funding and nowwith 2 organizations to deal with additional documentation is required prior to disbursement of funds. McKay indicated that the financial audit is complete and a full report will be provided in the next couple of weeks.

McKay briefed the board on the CIC business recovery plan and is in the process of refining CIC’s succession plan.

McKay provided an overview of the composite recycling project including the recent installation of $200 K of recycling equipment at the Antex Western facility. Funds from Western Economic Diversification and Manitoba Conservation were used to purchase this equipment. Additionalrecycling projects were discussed including one where project funding will be requested from CARIC (federally sponsored aerospace project fund).

Saunders asked for McKay to provide additional detail to the key projects he outlined in his report. Small suggested that perhaps a couple of additional bullet points on each President’s report related to key projects would be helpful. McKay indicated that there are detailed project outlines which he will forward to the board members as information with each board package describing projects that have been completed during the period.

McKay indicated that UBC has invested a significant amount (approx. $12 m) into its composites programming with the support of WD. He further indicated that through new federal funding programs UBC is investigating putting forward a proposal for up to an additional $100 million which would make UBC western Canada’s composites technology leader. McKay indicated that UBC would have an academic focus where the CIC will continue to grow its industry engagement activities.

O’Connor asked if the U of M might try and tap into any of these funds. Saunders indicated that the CIC and U of M need to be engaged as partners in composite technologies. McKay indicated that those relationships are improving but also indicated that the CIC will continue to work with UBC on projects of common interest.

O’Connor asked why cash holdings were so low. McKay indicated that this is a result of how projects are structured and how the funders flow their funds to the CIC. O’Connor also asked if the line of credit was adequate to manage fluctuating cash flows. McKay indicated that the existing $200k line of credit was adequate.

Project Review Committee:

No project up-date was required.

Governance Committee:

Saunders provided a brief report on behalf of Koslowsky. An overview of the slate of potential new board members was discussed. The committee will meet to provide its short list recommendations to the board. Brick agreed to let his name stand to replace Saunders as new Chair.

Audit Committee:

Brick indicated that the auditors did a thorough job on the audit which will be completed shortly.

Strategic Plan Review

Murray Grant from Masterkey business solutions, a consultant retained to support the strategic planning exercise, guided the board through a review of the final draft of theStrategic Plan. After a detailed presentation the board had several recommended adjustmentsto the plan. Once the suggested changes had been made then McKaywas to advance the strategy to an implementation plan phase.

Discussion ensued as CIC’s engagement with its major stakeholders, the provincial and federal governments. It was suggested that this should occur in the early fall. A PowerPoint presentation will be required containing information including client testimonials especially how the CIC is essential to the growth of the industry, key government announcements and the positive effect that funding has had and how important it is to keep up government investment in support of the composites industry.

Chair’s Report:

Saunders walked the board through McKay’s performanceappraisal. Saunders indicated that McKay was 93% successful in meeting the CIC’s targeted objectives.

Motion:That based on the board’s performance appraisal that the CIC President and CEO, Mr. Sean McKay receive the full allotment of his bonus for the past year.

Moved:Saunders

Seconded:O’Connor

Next Meeting:

The next Board meetingwill be on September 24th, 2015.

Adjournment:5:05 pm

Moved:Small

Seconded:Jensen

Chris SaundersGreg Dandewich

ChairmanSecretary

CIC board meeting minutesPage 1 of 3June 25, 2015