Hello, and welcome to the 2023 Annual General and Special Meeting of Shareholders of Lithium Americas Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll be deemed to consent to the recording, transfer, and use of the same. If you disclose personal information of another person at today's meeting, you'll be deemed to represent and warrant to 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. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon.
It is now my pleasure to turn today's meeting over to Mr. George Ireland, Chairman of the Board of Directors of Lithium Americas Corp. Mr. Ireland, the floor is yours.
Thank you very much. I'd like to welcome everybody to the annual general and special meeting of the shareholders of Lithium Americas Corp. In accordance with the company's articles, I, George Ireland, will act as chair of the meeting. Before we commence the formal business of the meeting, I'd like to provide some opening remarks. We thank everyone for attending and for your interest in Lithium Americas. We're pleased today's host today's meeting in person as well as online through Computershare's virtual meeting platform, which is accessible to all our shareholders, duly proxy appointed proxy holders, and guests who would like to listen to the meeting regardless of their physical location.
Whether attending in person or online, registered shareholders and duly appointed proxy holders will be able to participate, submit questions, and vote, whereas beneficial shareholders and guests will not be able to submit questions or vote. Let's begin with a brief overview for the conduct of this meeting. First, questions. All shareholders attending this meeting will be able to ask questions. If you're attending this meeting in person, questions may be asked during a Q&A session to be held at the end of the meeting, except that questions relating strictly to procedural matters or directly related to motions under consideration may be raised by raising your hand and addressed during the meeting at management's discretion. If you're attending the meeting via the virtual platform as a registered shareholder, questions may be submitted using the instant messaging service on the virtual interface.
Management will vet the questions and provide responses to appropriate questions in their discretion, either during the meeting or in the Q&A session. The voting procedure. For the purposes of this meeting, voting on all matters will be conducted by ballot, meaning every shareholder entitled to vote on the matter has one vote in respect to each voting share held. Only registered shareholders who held shares in their names at the close of business on the record date, June 12th, 2023, or their duly appointed proxy holders, are entitled to a vote at this meeting and will be asked to vote on each of the business items after the presentation of all the business items. For those registered shareholders and proxy holders attending the meeting in person, you will receive the ballot booklet when you checked in.
You should record your votes on the ballot booklet by marking the appropriate box for each matter. Please state your full name and address on the first page of the ballot booklet and ensure that you sign your name and print your name on each of the ballot pages. The scrutineer will collect all the ballots for the resolutions at the end of the formal part of the meeting. For those of you attending online, the electronic voting system will be open for all resolutions at the same time. You will be allowed to cast your vote electronically on each resolution anytime the polls are open. The polls have been open since the start of this meeting and will remain open for the amount of time specified later during the meeting.
However, if you have previously submitted a proxy, you are reminded not to vote again at this meeting, whether in person or electronically. Doing so will override your original voting instructions. We will now proceed with the formal portion of today's meeting. To expedite the formal business in accordance with the corporate laws and Lithium Argentina articles, I will move and second all motions. I now ask the Annual General and Special Meeting of Shareholders come to order. I appoint John Christian, External Counsel of the company, to act as Recording Secretary for the meeting. For the purposes of this meeting, I appoint Francesca Power of Computershare Investor Services Inc, who I'll refer to as Computershare during today's meeting, as Scrutineer to process any polls taken in this meeting and to report the voting results to Mr. Christian and myself. Are there any objections? Okay, moving on.
The items of today's business are set out in the management information circular of the company dated June 16th, 2023. The notice calling this meeting, the management information circular, the form of proxy, and other meeting materials were mailed to shareholders on or about June 23, 2023. Unless there's any objection, I will dispense with the reading of the of the notice of meeting. Copies of all the meeting materials are available under the company's profiles on SEDAR+ and EDGAR websites. Our transfer agent, Computershare, has attested to the proper mailing of the notice of calling this meeting and has filed with me proof of service and mailing. I direct a copy of this proof of service to be annexed to the minutes of this meeting as a schedule.
I have been advised that the voting shares representing more than 5% of all outstanding voting shares of the company from a sufficient number of shareholders are present at the meeting. As such, we have a quorum of shareholders present, and the meeting is duly called and duly constituted for the transaction of business. I direct the formal scrutineer's report to be annexed to the meeting, to the minutes of this meeting as a schedule. As the first item of today's business on the agenda, I now present to the shareholders the December 31, 2022 audited consolidated financial statements of the company, together with the auditor's report. Print copies of these documents have been mailed to shareholders who requested them, and electronic copies are available on the SEDAR+, EDGAR, and Lithium Americas websites.
I do not propose to read these documents at this meeting. The next item of business is the approval of a resolution to fix the number of directors. I move and second a motion to set the number of directors of the company at eight. Unless there are any questions on this motion, I will now move to the next item of business. The next item of business is the election of directors. The company previously adopted an advanced notice policy that sets out the process for nominations of directors by certain shareholders in certain circumstances. The company did not receive any notice of any nominations for this meeting under the advanced notice policy. The individuals nominated by the management are the only persons eligible to be nominated for election to the board of directors at this meeting.
Management has nominated eight individuals for election by shareholders, as described in the Circular. Each will hold office until the conclusion of the company's next annual meeting of shareholders, unless that person ceases to be a director before such time. The nominees standing for election are Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Dr. Yuan Gao, John Kanellitsas, Jinhee Magie, Franco Mignacco, and myself, George Ireland. This time, I'd also like to acknowledge that Wang Xiaoshen has decided to retire from the board and will not stand for re-election. On behalf of the board of directors and everyone at Lithium Americas, I would like to thank Xiaoshen for his dedication and commitment over the past six years as a fellow director of Lithium Americas.
It has been an honor to have him on our board, and I've appreciated his continued efforts for the success of the company. Mr. Wang has provided invaluable knowledge and experience and has played an instrumental role in the success of the company to date, and we wish him well. The nominees have each confirmed that they are willing to serve as a director. Since there are no other nominations, I move and second a motion to elect the directors. If there are no other questions, I'll move on to the next line of business. The next item is the appointment of the company's auditors for the ensuing year and authorizing the directors of the company to fix the auditor's remuneration.
I move and second that PricewaterhouseCoopers LLP be appointed auditors of the company until the next annual meeting of shareholders, and the board of directors be authorized to fix their remuneration. Unless there are any questions on this motion, I will move to the next item of business. The next item is the approval of the company's approach to executive compensation, as more particularly described in the Circular. I move and second the motion, and unless there are any questions on this motion, I will move to the next line of business. The next item of business for this meeting is the approval of the arrangement resolution that can be found in Schedule "A" of the Circular. The arrangement resolution approves, among other related matters, the plan of arrangement involving Lithium Americas, its shareholders, the 1397468 B.C. Ltd.
The plan of the arrangement is described in detail in the Circular. In order to be effective, the arrangement resolution must be approved by at least two-thirds of the shareholder votes cast at this meeting, as well as a simple majority of the shareholder votes cast at the meeting, after excluding the votes cast in respect of shares over which Mr. John Kanellitsas and Mr. Franco Mignacco and their joint actors exercise control or direction. I now move and second the motion to approve the arrangement resolution. Are there any questions on this motion? Hearing and seeing none, I'll move on to the next item of business. The next, it is the subject of the approval...
The next item is subject to the approval of the arrangement resolution, the approval of the New LAC Incentive Plan resolution, which can be found in Schedule "B" of the Circular. The New LAC Incentive Plan resolution approves an equity incentive plan for New LAC upon completion of the arrangement, the form of which is set out in Exhibit 3 to the plan of arrangement attached in Schedule "C" to the Circular. I now move and second the motion to approve this resolution. If there are no questions, I'll move on to the next item of business. The next item of business is the approval of the General Motors Tranche 2 pricing resolution, which can be found in Schedule "O" to the Circular.
To approve, in connection with General Motors Holdings LLC, approximately $650 million equity investment in the company in 2 tranches. The maximum pricing limitation for GM's second tranche subscription of $27.74 per share, US dollars, as adjusted for the arrangement, all of which is formally described, and fully described in the circular. In order to be effective, the GM Tranche 2 pricing resolution must be approved by the affirmative votes of not less than the majority of disinterested shareholder votes. I now move and second the motion to approve this resolution. If there are no questions on this motion, I'll move on to the next line, line of business. The last item of business for this meeting is the approval of the GM Tranche 2 Ownership Resolution, which can be found in Schedule "T" to the Circular.
To approve, in conjunction with the GM transaction described above, the ownership by GM of its affiliates of more than 20% of the issued and outstanding common shares of the company, or following the arrangement, the New LAC. In order to be effective, the GM Tranche 2 Ownership Resolution must be approved by affirmative vote of not less than a majority of disinterested shareholder votes. I now move and second the motion to approve the resolution. If there are no other questions on this motion, I'll move on to the next line of business. As mentioned today, voting will be conducted by ballot, both in person and electronically, and the polls have been open since the start of this meeting.
For those registered shareholders or duly appointed proxy holders, here, here in person, once you have completed your ballot booklet, please raise your hand and the scrutineer will collect them from you. For those of you online who have not voted on all the resolutions, please do so now, as I will close the poll in two minutes. All registered holders, and proxy holders who are properly logged in online with their control numbers and wish to vote will see on screen all motions under consideration for voting purposes at this meeting. Please be reminded that if you've already voted or submitted a proxy, there is no need for you to vote by poll unless you would like to change your vote.
Well, thank you, Mr. Chairman. My name is John Christian, partner at Cassels, and I'm in Vancouver, British Columbia, at the special and annual meeting of Lithium Americas Corp. I can report that we have received a preliminary scrutineer report, which shows that all resolutions are approved by in excess of 95%. I would encourage those shareholders who are attending by the online platform to please register your votes, otherwise the chair will terminate voting shortly.
Thank you, Mr. Christian. Please record your votes on the hard copy ballots or electronically at this time, as the meeting, as the voting will remain open for approximately another minute. Okay, 30-second warning.
Thank you, Mr. Chair. I would declare the ballots closed in Vancouver.
Great. Thank you. At this time, I'll ask the scrutineer to compile the report regarding the detailed totals of voting on all business matters and to send the results to the corporate secretary. The results will be announced and published on SEDAR+ and by press release. I also direct that the results of the poll be included with the minutes of this meeting. All items of business as per the notice of meeting have now been dealt with. I move and second that the meeting now, the formal meeting now terminate. The meeting is now concluded. I'll now turn the microphone over to our esteemed Chief Executive Officer, John Evans, who's also the President and the Director of Lithium Americas Corporation, for a question and answer session. John?
Thank you, George. Hello, everyone. Thank you for attending today's meeting. The latest corporate presentation can be found on our website. I'm happy to take questions regarding that. A quick note about the Q&A. Anyone attending in person can raise your hands and wait to be recognized by the corporate secretary. Any shareholder attending online who would like to ask a question can use the instant messaging feature of the meeting platform to post their questions to management. We will answer as many, we'll answer as many questions as appropriate as time, as time allows. When asking your question, please state your name and the entity you represent, if any. Please limit your questions to topics related to today's subject matter and keep your questions concise.
For each question we answer, we will summarize the question and read out loud the name of the person who asked it, along with the name of any entity the person represents. We would like to remind you that questions that were already answered, that are redundant or repetitive, or that we determine to be inappropriate, will not be answered.
Mr. Chair, it's John Christian from Vancouver. There are no questions from the assembled persons at our meeting here.
Thank you, Mr. Christian. If there are no further questions, that concludes our meeting today. Thank you all for attending today's Annual General Shareholders Meeting and for your continued support of Lithium Americas Corp.. Thank you and good afternoon.
This concludes the meeting. You may now disconnect.