Hello, and welcome to the annual meeting of shareholders of Kontrol Technologies Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Mr. Paul Ghezzi, Chief Executive Officer of the company. Mr. Ghezzi, the floor is yours.
The meeting will now come to order. I am Paul Ghezzi, Chief Executive Officer of Kontrol Technologies Corp. Brendan Purdy of Purdy Law and Legal Counsel to the company will act as Secretary of the meeting, and Olivia Craven of Computershare Trust Company of Canada will act as Scrutineer of the meeting. Please note that the resolutions that will be discussed for consideration today are in conjunction with the annual general meeting documentation provided by management, as well as certain shareholders have been asked to move the resolutions that we will be considering. A quorum for the transaction of business at any meeting of the shareholders of the company is one or more shareholders entitled to vote at a meeting of shareholders present in person or by proxy whom aggregate holds at least 5% of the issued shares entitled to be voted at the meeting.
The Scrutineer has advised me that a quorum is present, and I declare the meeting to be duly called and properly constituted. Each shareholder is entitled to one vote for each of their shares to expedite voting. I propose to conduct the vote on all matters on a yes or no majority response. Each vote is conducted by a show of hands. Absent a shareholder demand for a ballot, if the ballot is required, all registered shareholders or proxy nominees present who have not previously submitted a proxy will be provided with a form of ballot. I will direct at the appropriate time that such persons mark their ballot for collection and tabulation by the Scrutineer.
I move that the Chairman be authorized and directed to vote the shares represented by proxies on the resolutions brought before this meeting. May I have the motion seconded?
I second the motion.
All those in favor, please say yes.
Yes.
Yes.
Yes.
Contrary to, I say no. The motion is carried. Notice of this meeting was sent to all shareholders of record as of the close of business on November 26, 2024. Proof of mailing of the notice of meeting and the accompanying proxy and management information circular have been filed with the secretary. The first item of business is to present the company's audited financials for the year ended December 31st, 2023, together with the auditor's report thereon and recently filed interim financial statements. An opt-in request to receive the financial statements was mailed to all shareholders with the notice of meeting. I move that the reading of the financial statements and auditor's report be dispensed with. May I have the motion seconded?
Andrew Bowerbank, I second the motion.
All those in favor, please say yes.
Yes.
Yes.
Yes.
Contrary to, I say no. The motion is carried. The next item of business is the appointment of auditors. Management is seeking the appointment of MNP LLP. I move that MNP LLP be appointed as auditors and that the directors be authorized to fix the remuneration. May I have the motion seconded?
I second the motion. All those in favor of the motion, please say yes.
Yes.
Contrary to, I say no. Carried. Thank you.
The motion is carried. Thank you. We will now proceed with the election of directors as set out in the information circular. The number of directors of the company to be elected is seven, up to seven. The nominees are Paul Ghezzi, Claudio Del Vasto, Andrew Bowerbank, Joanna Osawe, Danny Carrasquillo. May I have a motion that Paul Ghezzi be nominated as a director of the company?
I so nominate Paul Ghezzi.
May I have a motion that Claudio Del Vasto be nominated as a director of the company?
I so nominate the named individual.
May I have a motion that Andrew Bowerbank be nominated as a director of the company?
I so nominate Andrew Bowerbank.
May I have a motion that Danny Carrasquilla be nominated as a director of the company?
I so nominate the named individual.
May I have a motion that Joanna Osawe be nominated as a director of the company?
I so nominate the named individual.
Are there any further nominations? Okay. I declare the nominations closed. Be it resolved that those individuals nominated are hereby elected as directors of the company to hold office until the next annual meeting of the shareholders of the company or until their respective successors are duly appointed, subject to the provisions of the bylaws of the company and the provisions of the Business Corporations Act (Ontario). I would ask someone to move to approve the foregoing resolution.
Andrew Bowerbank, I so move.
May I have the motion seconded?
I second the motion.
All those in favor of the motion, please say yes.
Yes.
Yes.
Yes.
Contrary? I say no. The motion is carried. The next item of business is ratifying and confirming the company's share compensation plan. I move that the resolution, the full text of which is set forth in the management information circular of the company, ratifying and confirming the company's rolling share compensation plan. I would ask someone to move and approve the foregoing resolution.
I so move.
May I have the motion seconded?
I second the motion.
All those in favor of the motion, please say yes.
Yes.
Yes.
Yes.
Yes.
Contrary to, I say no. The motion is carried. The next item of business is ratifying and confirming the company's stock option plan. I move that the resolution, the full text of which is set forth in the management information circular of the company, ratifying and confirming the company's rolling stock option plan. I would ask someone to move and approve the foregoing resolution.
Andrew Bowerbank, I so move.
May I have the motion seconded?
I second the motion.
Contrary to, all those in favor, please say yes.
Yes.
Yes.
Yes.
Contrary to, I say no. The motion is carried. Is there any further business? Okay. That concludes the formal business of this meeting, and I thank you all for taking the time to attend. I move that the meeting be terminated. May I have the resolution seconded?
I second the motion.
All those in favor, please say yes.
Yes.
Yes.
Yes.
Contrary to, I say no. The motion is carried. Thank you all for attending the Kontrol Technologies AGM.
This concludes the meeting. You may now disconnect.