Thank you for standing by. This is the conference operator. Welcome to the AYR Wellness Inc. Annual General and Special Meeting. As a reminder, all participants are in listen only mode and the conference is being recorded.
I would now like to turn the conference over to John Sandelman. Please go ahead.
Ladies and gentlemen, welcome to the annual general and special meeting of the shareholders of Air Wellness Inc. My name is Jonathan Sandelman and as Chairman of the Corporation, I will chair today's meeting. On behalf of the Board of Directors of the Corporation, I wish to express thanks to those shareholders who have submitted their proxies in advance. During the meeting, please note that only registered shareholders and duly appointed proxy holders of Air Wellness are permitted to ask questions or participate in the voting. And only holders of subordinated voting shares, restricted voting shares, limited voting shares, which we'll collectively refer to hereafter as equity shares and the holders of multiple voting shares as of the close of business on the record date being 05/14/2021 are permitted to vote on the resolutions.
I now will call to order the Annual General and Special Meeting of the Shareholders of the Corporations. With the consent of the meeting, I appoint Jennifer Drake as the Secretary of the meeting. With the consent of the meeting, I appoint Bryce Tacori from Odyssey Trust Corporation to act as the scrutineer to report on the number of shares represented in person and by proxy at this meeting and to tabulate the votes on any ballot taken at this meeting and to report therein to me as chair of the meeting. The scrutineer has provided me with a copy of this report, which indicates that shareholders holding or representing by proxy of less than 25% of the issued and outstanding shares entitled to be voted at the meeting are final report on attendance will be filed with the records of the meeting. As a proper notice of the meeting has been given, I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting.
The purpose of today's meeting are set out in the Corporation's Management Information Circular dated 05/27/2021. Together with the notice of the annual and special meeting and the form of the proxy, copies of which were mailed to shareholders and which are available on SEDAR. Before proceeding to present and consider the matters of this meeting, I would like to remind you that shareholders that are present and have already filed their proxies are reminded that to the extent that their voting instructions still stand, they should not vote through the web portal since their shares will be voted in accordance with the instructions contained in the proxies referring to the corporation. A shareholder or proxy holder authorized in writing which changed his or her line must immediately revoke the proxy given in accordance with the instructions in the Management Information Circular dated 05/27/2021. The scrutiere will then tally the votes relating to each resolution and will present his report to the chairperson of the meeting after the resolution has been considered and voted on.
We will conduct each vote by way of VoteCast on the Marine platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to the proxy voting cut off. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the proxy voting cutoff. We now open the voting for the resolutions.
Particulars of the votes cast on the resolution may be obtained from the Secretariat after the meeting. I direct the scrutineers report on all matters being annexed to the meetings of this meeting as scheduled. I now declare this meeting is regularly called and properly constituted for the transaction of business. In order to expedite today's meeting, I have asked certain shareholders or proxy holders to move and set commotions where applicable. I'd like to note at this time, the corporation's Board of Directors has unanimously recommended that shareholders vote for each of the resolutions that will be considered today as outlined in the management information circular.
I would first like to present the financial statements for the year ended 12/31/2020, and the owner's report therein. These are located on the Lumi dashboard page. We will entertain questions with respect to the financial statements of the corporation's and general question period. We now move to the next point on today's agenda. The next item of business is the election of Directors of Air Wellness Inc.
The management information circular contains a list of six nominees for election as Director. Steve Menzie is not attending for reelection as a Director. We'd like to thank Steve for his prior service on the Board. Jennifer Draper, Shareholder Corporation will now nominate each of the six persons listed in the Management Information Circular for election as Director and Charlie Miles, another shareholder and proxy holder of the corporation will second such promotion.
I nominate Jonathan Sandelman, Charles Miles, Chris Burgrave, Louis Karger, Glenn Isaacson and William Pfeiffer as Directors of the Corporation to hold office in accordance with the Corporation's articles.
I second the nomination.
Thank you. Each of the persons nominated has confirmed that he is prepared to serve as a Director. As the corporation has adopted an advanced notice provision in this article and no nominations were received pursuant to those articles, I declare the nomination close. The next item of business is the appointment of the audit of the corporations for the ensuing year and to authorize directors of the corporation to fix the enumeration of the order. I call upon Jennifer Drake, a shareholder of the corporation, to make the necessary motions and Charles Miles, another shareholder or proxy holder of the corporation, is second such motions.
Jen, do you so move?
I move that MNP LLP be appointed auditor of the corporation until the next annual meeting or until successor is appointed and that its remuneration as such be fixed by the Board of Directors.
I second the motion.
The next item of business is a special resolution approving the proposed amendment to the articles of the corporation as described in the management information circular. The amendment resolution is a resolution to approve the proposed amendment of the articles of air wellness to revise certain defined terms to better reflect applicability statutory provisions to make certain other administrative changes. The full text of the amendment resolution is set out in Appendix A of the Management Information Circular, and the full text of the amendment and restated articles black lined to show changes from the current version is included in Appendix B to the Management Information Circular. In order for this resolution to be passed, it is required to be approved by the special resolution of equity shares and multiple voting shares voting together as if they were a single class. Shareholders can either vote for or against the amendment resolution.
I call upon Jennifer Draper, shareholder of the corporation, to make the necessary motion to approve and authorize approve and authorize the amendment resolution and Charlie Miles, another shareholder or proxy holder of the corporation to second such a motion. Jen, do you still move?
I move that the special resolution referred to as the amendment resolution set out in Appendix A of the Management Information Circular be approved.
I second the motion.
Is there any discussion or questions submitted through the Linde platform from any shareholders or proxy holders? The chair welcomes questions pertinent to the meeting matters brought forth today.
There are no questions at this time.
If there are no further questions to be brought before the meeting, let's proceed to voting. As voting has been enabled for all previous motions, if the shareholder has not voted yes yet, please do so. We will pause briefly for such purposes. Voting is now closed. I would ask the scrutineer to compile the report regarding the results of the votes on all of the resolutions, which will be presented at the end of the meeting.
I've been advised by the scrutineers that all the resolutions have been approved by more than the requisite majorities. I declare all of the motions carried and also advise that the nominees for the Board of Directors have been elected. Is there any other business to be properly brought before this meeting? As there is no further business or questions to be properly brought before this meeting and no further questions, I call upon Jennifer Drake, a shareholder of the corporation, to make the necessary motion to conclude today's meeting and Charles Miles, another shareholder or proxy holder of the corporation, to second such motions. Jen, do you so move?
I move this meeting be terminated.
I second the motion.
I declare this meeting closed. Thank you all for attending.
This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.