AGM 2023

Jun 16, 2023

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 proxyholders 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 Lennox, Senior Vice-President, Law, HR, and Compliance of HLS Therapeutics Inc. Mr. Lennox, 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 Lennox. I'm the Corporate Secretary and the Senior Vice President, Law, HR, and Compliance of HLS. I'd like to briefly read the following statement regarding forward-looking information before turning the meeting over to Greg Gubitz 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 Annual Information Form dated March 15, 2023, for the year ended December 31, 2022, and in our management's discussion and analysis for the three months ended March 31, 2023, and the three and 12 months ended December 31, 2022. 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, and 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 Greg Gubitz, as Chair of the Board. Thank you, Ryan. Good morning, ladies and gentlemen. My name is Greg Gubitz, and I am the Chair of the Board and a Director of HLS. Before we get underway, I just want to take a moment to acknowledge and thank, on behalf of the company and our shareholders, the contributions made to HLS by Gilbert Godin, a co-founder of HLS, who recently retired as a Director and as Chief Executive Officer. In addition, Yvon Bastien, one of the founding Directors of HLS, has also decided to retire and will not be standing for re-election. On behalf of the board and our shareholders, thank you, Gilbert Godin, and thank you, Yvon, for your many contributions to HLS' success. As disclosed by HLS in a news release that was disseminated on June 8, 2023, in connection with a settlement agreement entered into with Polar Asset Management, our largest shareholder, J. Spencer Lanthier and Don DeGolyer, each of whom were nominated for election to the Board of Directors in the management information circular with respect to this meeting, have withdrawn their names from consideration by shareholders and will not be standing for re-election at the meeting. On behalf of the board and all of our shareholders, I would like to extend our thanks to both Spencer, who is a founding Director of HLS and has served as Lead Independent Director since HLS went public in 2018, and Don, who has been a Director since 2018, for their leadership, dedication, and service to HLS over the years. In connection with those withdrawals, the Board of Directors has determined that the number of directors to be elected at the meeting will be eight. As disclosed in our June 8 press release, I will be stepping down from the board shortly after the meeting, and I will be replaced on the board with a new independent nominee identified by Polar and approved by the board. The new appointee will be identified in a press release. As a founder of HLS and as its CEO from its inception until my retirement from management two years ago, I am very proud of our accomplishments as a company, and I know that HLS is well-positioned for future success under the leadership of our new Chief Executive Officer, Craig Millian, and the stewardship of our reconstituted board. The Board of Directors of HLS, like other public companies, has decided to host its 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 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 ask or vote online. Only registered shareholders and duly appointed proxyholders who have signed into this online webcast will be able to vote on the resolution 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 expeditiously 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 this opportunity to introduce you to the following officers who are attending today's meeting via webcast. Mr. Craig Millian, our Chief Executive Officer, Mr. Tim Hendrickson, our Chief Financial Officer, and Mr. Ryan C. Lennox, our Corporate Secretary and Senior Vice President, Legal, HR, and Compliance. We thank them and our other directors who have joined the webcast of today's meeting. In addition, the following nominees for election as directors of HLS are also present in person and via webcast. They are Rodney Hill, Laura Brege, John Welborn, Norma Beauchamp, Kyle Dempsey, and Christian Roy. Now let's proceed with the business at hand. We have four matters of formal business to conduct today. First, the presentation of the financial statements of HLS Therapeutics Inc. as at and for the financial year ended December 31, 2022. Second, the election of directors. Third, the appointment of the corporation's auditor. Finally, the approval of certain amendments to the stock option plan and of unallocated award thereunder, as described in the management information circular mailed ahead of the meeting. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as chairman of this meeting and Mr. Ryan Lennox will act as the secretary. I hereby appoint TSX Trust Company 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 the shareholders of record of the corporation as of May 12th, 2023, which is the record date for the meeting. The financial statements for the financial year ended December 31, 2022, and the auditor's report thereon were sent to each requesting holder of common shares of the corporation on May 12, 2022. Copies of these materials are also available on HLS's SEDAR profile at www.sedar.com. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with his preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy. Accordingly, I declare this meeting is duly and properly constituted for the transaction of business, and I direct that the confirmation of mailing of the notice of meeting received by TSX Trust 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 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 proxyholder, you have used your control number to log into the meeting, you'll be provided with the opportunity to vote by online ballot. If you are a registered shareholder and have already voted by proxy, and you do not wish to change your vote, then there is no need for you to vote on the online ballot, as your vote will already have been recorded. Duly appointed proxyholders are reminded they are bound to vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions, and proxyholders do not need to vote by ballot in order for such votes to be counted. The polls will be opened 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 proxyholders will be able to vote each item of business until polls are closed following the presentation of all formal business today. 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 the consolidated financial statements of HLS Therapeutics Inc. as at and for the year ended December 31, 2022, 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 Tim Hendrickson to make the nominations on behalf of the management of the corporation. Mr. Chairman, I nominate the following individuals, each of whom was specified in the management information circular delivered with the notice of 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 the bylaws of the corporation. Greg Gubitz, Rodney Hill, Laura Brege, John Welborn, Norma Beauchamp, Kyle Dempsey, Craig Millian, and Christian Roy. Thank you, Tim. In accordance with the advance notice provisions of 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. Mr. Chairman, 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 have not received any further questions specifically on this item of business. Thank you, Ryan. As previously noted, we will conduct the 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, and you do not wish to change your vote, then there is no need for you to vote on the online ballot, 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 response to such instructions, and proxy holders do not need to vote by ballot in order for such votes to be counted. We will now move to the reappointment of HLS's auditors. 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? Mr. Chairman, 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 have not received any questions on this item of business. Thank you. I will now call for a vote on this motion. As previously noted, we will conduct the 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, and you do not wish to change your vote, then there is no need for you to vote on the online ballot, 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 move to consideration of the resolution approving certain proposed amendments to the corporation's stock option plan and approving the unallocated options thereunder, as more particularly described under the heading "Approval of Amendments to the Stock Option Plan and Unallocated Options" in the management information circular sent to shareholders with notice of this meeting. These amendments to the stock option plan will allow the board to provide incentive compensation to executives and employees and will help ensure alignment of the interests of HLS management and employees with the interests of our shareholders. The full text of the option plan resolution is set out on page 21 of the circular, and the full text of the amendment and restated stock option plan is set out in Annex B to the circular. Unless there is an objection, I will dispense with reading the resolution to the meeting. To be approved, the option plan resolution must be passed by a majority of the votes cast at this meeting. May I have a motion that the option plan resolution be passed as an ordinary resolution of the shareholders of the corporation? I so move. Thank you, Tim. 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 have not received any questions on this item of business. Thank you, Ryan. I will now call for a vote on this motion. As previously noted, we will conduct the 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, and you do not wish to change your vote, then there is no need for you to vote on the ballot online, 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 of completing the voting of the items of business of the meeting. For those of you who have not voted on all of the 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 by online ballot. We will now take a short break to allow shareholders to complete the voting on all items of business of the meeting and to allow for the results to be tabulated by the scrutineer. Mr. Chairman, voting is now completed. The polls are closed. Thank you. That concludes the voting at today's meeting. The scrutineers have 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 applicable articles and bylaws of the corporation. I declare the motion on the reappointment of the corporation auditor to have passed. I declare the motion on the option plan resolution 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. Ladies and gentlemen. Sorry. This concludes the meeting. Will you do that again? Oh, sorry. This concludes the meeting. Thank you to everyone for attending today. If you have questions you would like to follow up with us on, please do not hesitate to reach out to us, and we will get back to you promptly. Our second quarter ends June 30, and at this point, we expect our Q2 results in early August. Further details will be released closer to that date. On behalf of the board of directors and the broader team at HLS, we hope you stay safe and healthy. Goodbye. Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.