Good morning, and welcome. At this time, I would like to introduce the board of directors for Aeterna Zentaris Inc. Ronald W. Miller, Gilles Gagnon, Carolyn Egbert, Dennis Turpin, Ulrich Kosciessa, Geneviève Foster, and William Li. I will now turn the conference over to Ronald W. Miller, Chair of the Board of Aeterna Zentaris Inc.
Good morning, and welcome to the Annual General and Special Meeting of Shareholders of Aeterna Zentaris Inc. My name is Ronald Miller, and as Chair of the Board of the corporation, I will chair today's meeting. This virtual meeting will be conducted in the same manner as the 2023 annual meeting. Our goal is to replicate the experience you would have if today's meeting were being held in person. On behalf of the board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. At this meeting, or as this meeting is being held virtually, there are some rules that we have established for the orderly conduct of the meeting. Firstly, questions in respect of the business of today's meeting may be submitted by registered shareholders and duly appointed proxyholders using the designated Ask a Question field on the web portal.
Please note that there will be a slight delay in how we receive these questions in real time. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxyholder. Questions will be generally addressed during the question period at the end of the meeting. However, I may deal with questions regarding procedural matters or directly related to the motions during the meeting at an appropriate time. Voting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each item of business after the presentation of all items of business. Only registered shareholders and duly appointed proxyholders of the corporation are permitted to vote at today's meeting.
When you are asked to vote, you will click on the Vote Here button on the web portal to register your votes. You will only have a certain amount of time to do so, and we will advise when the polls have opened. If you have already submitted your vote and you do not wish to change your vote, it is not necessary for you to submit a further vote at this meeting. We also refer you to our rules of conduct and procedures, which have been posted to the virtual meeting platform. Before proceeding with the business that requires a vote today, I wanted to inform the meeting that I have decided to waive the time limit for the deposit of proxies to all proxies received by me or Broadridge Investor Communications Corporation immediately prior to the start of the meeting.
Revocations were, of course, accepted right to the start of the meeting. We will now proceed with the formal portion of today's meeting, and to expedite the formal part of the meeting, I will move all motions, and I will not require motions to be seconded. I now call to order the annual general and special meeting of the corporation shareholders, and with the consent of the meeting, I appoint Trevor Vale of Norton Rose Fulbright Canada LLP as Secretary of the meeting. With the consent of the meeting, I appoint Rita Gutierrez-Fernandez from Broadridge Investor Communications Corporation as scrutineer, to report on the number of shares represented at this meeting and to tabulate the votes on any ballots taken at this meeting and to report thereon to the chairperson of the meeting.
The scrutineer has provided me with a copy of their report, which indicates that holders of no less than 10% of the outstanding shares of the corporation are in attendance, either in person or by proxy, to permit the meeting to proceed in accordance with the bylaws of the corporation. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of Broadridge, indicating that the proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws of the corporation. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting.
The purposes of today's meeting are set out in the Notice of Meeting and Management Information Circular, dated June the thirteenth, 2024, copies of which were mailed to shareholders on or about June the twenty-fifth, 2024, together with the form of proxy. These materials are available under the corporation's profile on the SEDAR+ website. You should know that proxies lodged before this meeting allow management to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management in attendance at the meeting today will be able to determine the outcome of all motions that will go to a vote today. I may therefore declare the motions which will go to a vote today as carried, even though all the votes may not have been counted or a final report may not yet be available.
I shall do this to keep up the pace of the meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. We will now move to the formal part of today's agenda. The first item of business is the presentation of the corporation's consolidated financial statements for the year ended December 31, 2023, and the auditor's report thereon. Unless there is an objection, I will dispense with the reading of the auditor's report. I will entertain questions with respect to the financial statements of the corporation in the general question period, and we will now move to the next point on today's agenda. The next item of business is the election of seven individuals to the board of directors.
While the management information circular specifies that eight individuals would stand for election to the board of directors at this meeting, prior to the meeting, Peter Edwards resigned as a director of the corporation, and therefore he will not be standing for election as a director at this meeting. If elected, the term of office of the directors is from today until the next annual meeting of shareholders, or until such time as their successors have been duly elected or appointed, except in the case of resignation or if his or her office becomes vacant. Carolyn Egbert, Geneviève Foster, Gilles Gagnon, Ulrich Kosciessa, William Li, myself, Ronald Miller, and Dennis Turpin have been nominated as directors until their successors are elected or appointed. Each of the persons nominated has confirmed that they are prepared to serve as a director.
Each of them qualifies as a director under the provisions of the Canada Business Corporations Act. The corporation did not receive notice of any director nominations in connection with the meeting in accordance with its advance notice bylaws. Accordingly, the only persons eligible to be nominated for election to the board are the management nominees, as outlined in the management information circular, other than Peter Edwards. Since there are no nominations, I move a motion to elect the directors. The motion is now on the floor. The Canada Business Corporations Act requires that the board of directors be elected. Proxies have been solicited for each of the eight proposed qualified persons listed in the management information circular. However, given that Peter Edwards resigned before the meeting and will not stand for election as a director at this meeting, only votes in respect of the remaining seven nominees will be considered.
The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Are there any questions on this motion? There are no questions related to this motion. Thank you. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will therefore continue with the next item of business, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. The next item of business is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors.
The audit committee of the board has approved, but subject to shareholder confirmation, the appointment of Deloitte LLP as the auditors of the corporation. I move that Deloitte LLP be appointed auditors of the corporation until the next annual general meeting of shareholders and that the board of directors be authorized to fix their remuneration. The motion is now on the floor, and unless there are any questions or discussions, I will move to the next item of business. The next item of business is to consider a special resolution to change the name of the corporation to COSCIENS Biopharma Inc., or such other name as the board of directors of the corporation, in its sole discretion and subject to applicable regulatory approvals, deems to be appropriate. To be effective, this special resolution must be passed by an affirmative vote of not less than two-thirds of votes cast.
The full text of this special resolution, referred to as the name change resolution in the Management Information Circular, is set out in section 10 of the Management Information Circular. I now move that the name change resolution in the form outlined in section 10 of the Management Information Circular be approved. The motion is now on the floor. You'll be prompted to vote on the name change resolution shortly. Unless there are any questions or discussions, I will move to the next item of business. Are there any questions on this motion? There are no questions relating to this motion. Thank you. We will now proceed with voting on the items of business that have been brought before the meeting. You will now be prompted to register your vote with respect to each of today's business items for this meeting.
If you've already submitted your vote and you do not wish to change your vote, it is not necessary for you to submit a further vote at this meeting. Please register your vote by clicking on the "Vote here" button on the web portal to access the voting page. Please press on the buttons next to each of the resolutions. With respect to voting for the directors, please place your vote next to the name of each proposed director. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted.... Voting opens, and we'll give you 2.5 minutes to complete the process. We will wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting.
We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters, and we will reconvene in a few moments with the voting results. The polls have now closed, and the voting periods have ended. So thank you for waiting. I have received the scrutineer's preliminary report and confirm the following: Six of the seven eligible nominees, being Carolyn Egbert, Gilles Gagnon, Geneviève Foster, Ulrich Kosciessa, William Li, and Ronald Miller, have been elected as directors to serve until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed, except in the case of resignation or of his or her office becomes vacant.
One of the seven eligible nominees, being Dennis Turpin, did not receive a majority of the votes cast for his election and has therefore not been elected as a director of the corporation. However, as an incumbent director, in accordance with the Canada Business Corporations Act, Mr. Turpin will continue in office until the earlier of 90 days after today and the day on which his successor is appointed. The appointment of Deloitte LLP as the auditors of the corporation has been approved, and the board of directors of the corporation has been authorized to fix their remuneration. The name change resolution has been approved as a special resolution. I direct that the voting results be included in the minutes of this meeting, announced in a press release, and filed on SEDAR+ and EDGAR.
As there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. As the formal business of the meeting of shareholders of the corporation has now been completed, I would like to turn over the floor to Gilles Gagnon, President, Chief Executive Officer, and a Director of the corporation, who will answer questions submitted during the meeting. I ask that all attendees who would like to ask a question, use the designated Ask a Question field on the web portal to do so. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxyholder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point.
We will now give attendees a brief moment to type in their questions.
Mr. Chair, no questions have been submitted.
As we have not received any questions from shareholders, we are now concluding the question and answer portion of the meeting. On behalf of management, our board of directors, and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. Thank you for your time. Goodbye.
This concludes the meeting. Thank you for your participation, and you may now disconnect.