AGM 2024

Jun 7, 2024

Hello and welcome to the annual meeting of shareholders of HLS Therapeutics, Inc. Please note that today's meeting is being recorded. During the meeting, registered shareholders and duly appointed proxy holders who have signed into the meeting using their control number may submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Ryan C. Lennox, Senior Vice President, Law, HR, and Compliance of HLS Therapeutics, Inc. Ryan, the floor is yours. Good morning and welcome to the annual meeting of shareholders of HLS Therapeutics, Inc. Thank you to everyone for your attendance today. My name is Ryan C. Lennox. I'm the Corporate Secretary and Senior Vice-President, Legal, HR and Compliance of HLS Therapeutics. I would like to briefly read the following statement regarding forward-looking information before turning the meeting over to John Welborn as Chair of the Board. In the course of today's meeting, directors and officers of HLS may, in their remarks or in response to questions, make certain statements that are forward-looking statements and are prospective. Forward-looking statements are neither promises nor guarantees, but are subject to risks and uncertainties that may cause the actual results, performance, or achievements of HLS, or developments in our business or industry to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. A more detailed discussion of risk factors affecting HLS' business and industry can be found in our current annual information form dated March 31, 2024, for the year ended December 31, 2023, and in our management's discussion and analysis for the three months ended March 31, 2024, and the three and 12 months ended December 31, 2023. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward-looking statements. There should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise. Other than as required by applicable laws, HLS disclaims any obligation to do so. We will now proceed with the formal business of the meeting, and I will turn the meeting over to John Welborn as Chair of the Board. Good morning, ladies and gentlemen. My name is John Welborn, and I am the Chair of the Board and a Director of HLS. The Board of Directors of HLS, like other public issuers, has decided to host this annual meeting virtually and not in person. Holding our meeting in a virtual-only format means there are some differences from an in-person meeting. However, our goal is to replicate as best as we can the experience you would have if we were meeting in person. I will pause at certain points during the meeting to provide an opportunity for you to vote or ask questions online. Only registered shareholders and duly appointed proxy holders who have signed into this online webcast will be able to vote on the resolutions tabled at this meeting and ask questions. You can submit questions by clicking on the message icon, typing in and submitting your questions. Given the virtual format of the meeting, and in order for us to expediently undertake discussion on any matter proposed for a vote, we encourage meeting participants who have specific questions on a formal item of business to submit such questions now, clearly identifying the applicable item of business. During the course of this meeting, at the appropriate time, such questions will be addressed prior to voting on the applicable motions. Before proceeding with the formal business of the meeting, I would like to take the opportunity to introduce to you the following officers who are attending today's meeting, Craig Millian, our Chief Executive Officer, and Ryan C. Lennox, our Corporate Secretary and Senior Vice President, Legal, HR, and Compliance. We thank them and our directors who have joined the webcast of today's meeting. In addition, the following nominees for election as directors of HLS are present: John Welborn, Craig Millian, John Hanna, Rodney Hill, Laura Brege, Norma Beauchamp, Kyle Dempsey, Christian Roy. Now, let's proceed with the business at hand. We have three matters of formal business to conduct. First, the presentation of the financial statements of HLS Therapeutics, Inc. as at and for the financial year ended December 31st, 2023, and auditor's report therein. Second, the election of directors. Finally, the re-appointment of the corporation's auditor. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as chair of this meeting, and Mr. Ryan C. Lennox will act as secretary of the meeting. I hereby appoint Computershare, through its representatives, to act as scrutineer for the meeting. The secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular, has been sent to each director of the corporation, the auditor of the corporation, and shareholders of record of the corporation as of May 3rd, 2024, which is the record date of the meeting. The financial statements for the financial year ended December 31st, 2023, and auditor's report thereon were sent to each requesting holder of common share of the corporation on May 3rd, 2024. Copies of these materials are also available on HLS's SEDAR+ profile at www.sedarplus.ca. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present. Accordingly, I declare that this meeting is duly and properly constituted for the transaction of business, and I direct that the confirmation of mailing of the notice of the meeting received by Computershare and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. Further, in order to expedite the meeting, I have requested that certain persons make the formal motions, and I will call on these persons at the appropriate time. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If, as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting, you will be provided the opportunity to vote by online ballot. If you are a registered shareholder and have already voted by proxy, then please do not vote on the online ballot unless you intend to change your vote, as your vote will have already been recorded. Duly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions, and proxy holders do not need to vote by ballot in order for such votes to be counted. The polls will be open momentarily for all items of business to be voted on at the same time. When the polls open, click the Voting button on the left menu on your screen. This will allow you to vote on each item immediately or, if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. Registered shareholders and duly appointed proxy holders will be able to vote on each item of business until polls are closed, following the presentation of all formal items of business. Once discussion has concluded on all items of business, you will have another moment to enter your votes if you have not already done so. I will then declare voting closed on all matters of business. The summary results of votes will be announced prior to the close of the meeting. I now declare the polls open on all items of business. The first item of business is the presentation of consolidated financial statements of HLS Therapeutics Inc. as at and for the year ended December 31st, 2023, and the auditor's report thereon. We will dispense with the reading of the auditor's report to the meeting. Our next item of business is the election of directors. We have eight directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Linda Weinzettel to make the nominations on behalf of the management of the corporation. Mr. Chairman, I nominate the following individuals, each of whom is specified in the management information circular delivered with the notice of the meeting to serve as directors of the corporation to hold office until the close of the next annual meeting of shareholders, or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. John Welborn, Craig Millian, John Hanna, Rodney Hill, Laura Brege, Norma Beauchamp, Kyle Dempsey, and Christian Roy. Thank you, Linda. In accordance with the advance notice provisions by Bylaw Number 1 of the corporation, no further nominations may be made at this time. Therefore, I declare the nominations closed. I request a motion that each of the eight individuals nominated to serve as directors of the corporation be so elected. I so move. Thank you. At this time, I would ask the secretary to please advise of any questions received on this item of business. Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Mr. Chairman, I can confirm that we've not received any questions specifically on this item of business. Thank you. As previously noted, we will conduct a vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you are a registered shareholder and have already voted by proxy, then please do not vote on the online ballot unless you intend to change your vote, as your vote will already have been recorded. Duly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions, and proxy holders do not need to vote by ballot for such votes to be counted. We will now move to the reappointment of HLS's auditor. May I have a motion that Ernst & Young LLP be reappointed as auditor of the corporation until the next annual meeting of shareholders or until a successor is appointed, and that the board of directors be authorized to fix the auditor's remuneration? I so move. Thank you. At this time, I would ask the secretary to please advise of any questions received on this item of business. Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Mr. Chairman, I can confirm that we've not received any questions specifically on this item of business. Thank you. I will now call for a vote on the motion. As previously noted, we will conduct a vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screen. If you are a registered shareholder and have already voted by proxy, then please do not vote on this online ballot unless you intend to change your vote, as your vote will already have been recorded. Duly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions, and proxy holders do not need to vote by ballot in order for such votes to be counted. We will now proceed with the process for completing the voting on these items of business of the meeting. For those of you who have not voted on all items of business, please do so now. If you have previously submitted a completed proxy, you will have voted in respect of the formal business of this meeting, and it is not necessary to vote again via online ballot. We will now take a short break to allow shareholders to complete the voting on items of business of the meeting and to allow for the results to be tabulated by the scrutineer. Mr. Chairman, voting is now completed, and the polls are closed. Thank you. That concludes voting at today's meeting. The scrutineer has now reported that all matters put to a ballot at this meeting have been passed with the requisite shareholder support. Accordingly, I declare that each of the eight individuals nominated is hereby elected to serve as a director of the corporation to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. I declare the motion on the reappointment of the corporation's auditors to have passed. A report disclosing the voting results in respect of each applicable item of business will be filed on SEDAR+ promptly following the meeting, and a report on the election of each director will be disclosed in a press release to be issued following the meeting. Thank you. Is there any other business that may be properly brought before this meeting? That concludes the formal business brought before the meeting. I wish to thank you for attending, and I now declare this meeting to be terminated. This concludes the meeting. Thank you for your participation, and you may now disconnect.