Hello, and welcome to the special meeting of the shareholders of Lithium Americas (Argentina). 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 the same. If you disclose personal information of another person in today's meeting, you will 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, you can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Robert Doyle, Director of the Corporation. The floor is yours.
Thank you, Operator. I would like to welcome everyone to this special meeting of shareholders of Lithium Americas (Argentina) Corp. My name is Rob Doyle, and I am a Director of the Corporation. For the purposes of accommodating certain formalities under Swiss law, I will be chairing this meeting. Our Executive Chairman, John Kanellitsas, and our President and Chief Executive Officer, Sam Pigott, have advised the Secretary and the Directors, in accordance with the Corporation's articles, that they will not act as Chair of this meeting. In accordance with the Corporation's articles, the Directors present at the meeting must choose another member of the board to act as Chair of the meeting. The Directors present have appointed me to act as Chair of the meeting. I confirm my acceptance to act as Chair of the meeting.
As an interim item, I appoint Alex Shulga, Vice President and Chief Financial Officer of the Corporation, to act as Recording Secretary for the meeting. On behalf of the board of directors of the Corporation, it is our pleasure to be here today with you to vote on the Corporation's proposed continuation to Switzerland and related matters. We are very excited at what the future potentially holds for us as a Swiss share corporation and the expected benefits we anticipate to the Corporation's current business and long-term growth. As this meeting is being held virtually by live webcast, we would like to explain a few rules for the orderly conduct of the meeting. Firstly, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface.
We thank everyone for attending and for your interest in our Corporation. Secondly, management will vet questions and provide responses to appropriate questions in their discretion. Questions about procedural matters or directly related to motions under consideration during the meeting may be addressed during the meeting at management's discretion. Thirdly, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. In the event that the Arrangement Resolution is not approved by shareholders, we will not proceed with reporting the results of the Ancillary Resolutions. Fourthly, when you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes.
The polls have been open since the start of this meeting and will remain open for the amount of time specified later during this meeting. You may vote on all motions while polls are open. If you have previously completed a proxy, you are reminded not to vote in the online poll unless you wish to change your vote from that set out in your proxy, as 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, I will move all motions. Motions do not need to be seconded in accordance with the Corporation's articles. I declare the special meeting of shareholders of the Corporation will now come to order.
For the purpose of this meeting, I appoint Francesca Power of Computershare Investor Services, Inc., who I will refer to as Computers hare during today's meeting, to act as scrutineer and to report on the number of shareholders present in person and the number of shares represented by proxy at the meeting, to tabulate the votes cast at this meeting, and to report to me on such matters. The items of business for today's meeting are set out in the Management Information Circular of the Corporation dated December 4th, 2024. The Corporation used notice of access to deliver meeting materials to shareholders, including the notice calling this meeting and the Management Information Circular.
On December 11, 2024, a notice of availability of meeting materials explaining how to access and review the meeting materials electronically and how to request a paper copy of such materials free of charge together with voting instruction forms were sent to all U.S. non-registered shareholders as of record December 3rd, 2024. The meeting materials were also concurrently posted to SEDAR, EDGAR, and the Corporation's website. As a result of the postal strike in Canada, only certain Canadian non-registered shareholders were sent the notice of availability of meeting materials and voting instruction form on December 11, 2024, but such materials were subsequently sent to them following the end of the strike.
In accordance with the interim order of the Supreme Court of British Columbia dated December 4th, 2024, the Corporation disseminated a news release on December 11, 2024, detailing how shareholders could access the meeting materials free of charge and instructions on how non-registered shareholders, in particular, could vote at the meeting. On December 13, 2024, a notice of availability of meeting materials together with a form of proxy was sent to all registered shareholders as of record December 3rd, 2024. Unless there are any objections, we will dispense of reading the notice of meeting. Our transfer agent, Computers hare, have attested to the proper sending of notice of availability of meeting materials and has filed with me proof of service of the delivery to registered shareholders.
Broadridge Financial Solutions, Inc., have attested to the sending of notice of availability of meeting materials and has filed with me proof of service of the delivery to non-registered shareholders. I direct that a copy of the proofs of service be annexed to the minutes of this meeting as a schedule. The scrutineer has reported that there are represented at this meeting virtually or by proxy 132 shareholders who hold or represent 39.78% of the total number of votes that may be cast at this meeting. As such, we have a quorum of shareholders present, and the meeting is properly called and duly constituted for the transaction of business. I direct that the scrutineer's reports on attendance and proxies be annexed to the minutes of this meeting as a schedule.
The first item of business is to consider and, if deemed appropriate, to pass a special resolution substantially in the form attached as Schedule "A" to the Management Information Circular, as clarified, for a statutory arrangement under Section 288 of the Business Corporations Act of British Columbia, providing for, among other items, the continuation of the Corporation pursuant to Article 161 et seq. of the Swiss Federal Act on International Private Law and under Article 620 et seq. of the Swiss Code of Obligations as a Corporation domiciled in Zug, Canton of Zug, Switzerland, as if the Corporation had been incorporated under the Swiss Code of Obligations. The special resolution to be approved by the shareholders requires certain clarifications.
Specifically, Resolution No. 4 must be clarified to state that the adoption of the new Articles of Association substantially in the form set out in Schedule "C" of the Management Information Circular is subject to the receipt of the final order from the Supreme Court of British Columbia, and the plan of arrangement having become effective upon filing the application for the continuation at the commercial registry of the Canton of Zug. In order to be effective, the Arrangement Resolution, as clarified, must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution as clarified.
If there are no questions on this motion, I will move to the next item of business. Shareholders will be asked to consider and, if deemed appropriate, to pass certain ordinary and special resolutions required by Swiss law and to be implemented in connection with the continuation of the Corporation to Switzerland. While I will proceed with these items of business, in the event that the Arrangement Resolution is not approved by shareholders, we will not proceed with reporting the results of these Ancillary Resolutions.
As disclosed in the notice of meeting and the Management Information Circular, each Ancillary Resolution is subject to the receipt of the final order from the Supreme Court of British Columbia, and the plan of arrangement having become effective and with effect as per the date of the filing of the application for the continuation at the commercial registry of the Canton of Zug, and all such resolutions shall be passed and entered in the minutes reflecting the same. The first Ancillary Resolution to consider and, if deemed appropriate, to pass is an ordinary resolution substantially in the form included at pages 36 to 37 of the Management Information Circular approving a change of the Corporation's name from Lithium Americas (Argentina) Corp to Lithium Argentina AG/ Lithium Argentina SA.
In order to be effective, the resolution must be approved by a simple majority of votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the ordinary resolution. If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass is a special resolution substantially in the form included at page 37 of the Management Information Circular approving the corporate purpose of the Corporation set out as Article 2 of the Articles of Association. In order to be effective, the resolution must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution.
If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass as an ordinary resolution substantially in the form included at page 38 of the Management Information Circular as amended, approving the share capital of the Corporation set out as Article 3 of the Articles of Association. The Corporation currently has 161,932,234 common shares issued and outstanding without nominal or par value. Immediately after the continuation, the Corporation will have the same number of common shares outstanding with a nominal par value per share of $0.01. As a result, the resolution approving the share capital shall state that Article 3 of the Articles of Association is approved, holding that once the Corporation has transferred its domicile to Zug, Switzerland, the share capital of the Corporation shall amount to $1,619,322.34.
It shall consist of 161,932,234 registered common shares with a par value of $0.01 each. The share capital is fully paid in. According to the report of PricewaterhouseCoopers AG in Zug, Switzerland, the share capital is fully covered in accordance with Swiss law. Based on the exchange rate indicated by the Swiss National Bank on January 17, 2025, of $1 to CHF 0.9112, the minimum share capital of CHF 100,000 is covered pursuant to the applicable articles of the Swiss Code of Obligations. In order to be effective, the resolution as amended must be approved by a simple majority of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the ordinary resolution as amended. If there are no questions on this motion, I will move to the next item of business.
The next Ancillary Resolution to consider and, if deemed appropriate, to pass as a special resolution substantially in the form included at pages 38 to 40 of the Management Information Circular as amended, approving the introduction of a capital band set out as Article 4 of the Articles of Association. As announced in the Corporation's press release on January 8, 2025, the resolution to approve the introduction of a capital band set out as Article 4 of the Articles of Association was amended to reduce the upper and lower limits of the capital band from 20% of the Corporation's share capital to 10% of the Corporation's share capital. Therefore, the motion for adoption of this Ancillary Resolution put forward to the meeting will be subject to this amendment.
Article 4, paragraph 1, will authorize the board of directors to increase or decrease the Corporation's share capital by 10% until January 17, 2030. Article 4, paragraph 1, will read that the board of directors is authorized to increase the share capital of the Corporation up to an upper limit in the amount of $1,781,254.57 or to reduce the share capital down to a lower limit of an amount of $1,457,319.11. The capital increase or reduction may be effected by issuing up to 16,193,223 fully paid-in registered shares with a par value of $0.01 each or by canceling up to 16,193,223 fully paid-in registered shares with a par value of $0.01 each as applicable.
In order to be effective, the resolution as amended must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution as amended. If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass as a special resolution substantially in the form included at page 40 to 41 of the Management Information Circular as amended, approving the introduction of conditional capital for equity incentive plans set out as Article 5 of the Articles of Association.
As announced in the Corporation's press release on January 8, 2025, the resolution to approve the conditional capital for equity incentive plans set out in Article 5 of the Articles of Association was amended to reduce the maximum amount of authority to increase the share capital through the issuance of shares under equity incentive plans from 15% of the Corporation's current share capital to 10% of the Corporation's current share capital. Therefore, the motion for adoption of this Ancillary Resolution put forward to the meeting will be subject to this amendment. Article 5, paragraph 1, will provide that the Corporation can increase the Corporation's share capital by 10% through share issuances in connection with equity incentive plan grants.
Article 5, paragraph 1, will read that the share capital of the Corporation may be increased by a maximum amount of $161,932.23 through the direct or indirect issuance of no more than 16,193,223 registered shares that are to be fully paid in and have a par value of $0.01 each to the members of the board of directors and to the officers, employees, contractors, or consultants of the Corporation or any of its group companies or other persons providing services to the Corporation or any of its group companies. In order to be effective, the resolution as amended must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution as amended.
If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass is a special resolution substantially in the form included at page 42 of the Management Information Circular as amended, approving the introduction of conditional capital for financing purposes set out as Article 6 of the Articles of Association. As announced in the Corporation's press release on January 8, 2025, the resolution to approve the conditional capital for financing purposes set out in Article 5 of the Articles of Association was amended to reduce the maximum amount of authority to increase the share capital through the issuance of shares for financing purposes from 20% of the Corporation's share capital to 10% of the Corporation's share capital.
Therefore, the motion for adoption of this Ancillary Resolution put forward to the meeting will be subject to this amendment. Article 6, paragraph 1, will provide that the Corporation can increase the Corporation's share capital by 10% through share issuances in connection with the conversion of financial instruments. Article 6, paragraph 1, will read that the share capital of the Corporation may be increased by a maximum amount of $161,932.23 through the direct or indirect issuance of no more than 16,193,223 registered shares that are to be fully paid in and have a par value of $0.01 each.
One, further to the exercise of conversion, exchange, option, warrant, subscription, or other rights to acquire shares, or two, through obligations to acquire shares that are or were granted to or imposed upon shareholders or third parties alone, or in connection with bonds, notes, loans, options, warrants, or other securities or contractual obligations of the Corporation or any of its group companies. In order to be effective, the resolution as amended must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution as amended. If there are no questions on this motion, I will move to the next item of business.
The next Ancillary Resolution to consider and, if deemed appropriate, to pass is a special resolution substantially in the form included at page 43 of the Management Information Circular as amended, approving the Articles of Association. As announced in the Corporation's press release on January 8, 2025, the resolution to approve the Articles of Association was amended with respect to virtual-only general meetings so that Article 13(3) now reads as follows: Until the 17th of January 2030, shareholders' meetings may be held by electronic means without a venue. Therefore, the motion for adoption of this Ancillary Resolution put forward to the meeting will be subject to this amendment. The approval of this Ancillary Resolution does not affect the validity and existence of the Corporation by or under its existing constituting documents and any act done thereunder.
The motion proposed revises the Corporation's constating documents in conformity with the Swiss Code of Obligations. The meeting shall adopt Articles of Association substantially in the form of the Articles of Association as set out in Schedule "C" of the Management Information Circular, which Articles of Association conform to the Swiss Code of Obligations in substitute for the current constating documents. This set of new Articles of Association will also reflect the changes approved pursuant to the previous Ancillary Resolutions and the amendments discussed previously. The resolutions passed and entered in the minutes with respect to this Ancillary Resolution shall substantially reflect the same, including that as per the date of the filing of the application for the continuation at the commercial registration of the Canton of Zug, the new Articles of Association shall be the new and only Articles of Association of the Corporation.
I don't propose to deliberate the Articles of Association article by article. In order to be effective, the resolution as amended must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution as amended. If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass as a special resolution substantially in the form included at page 43 of the Management Information Circular approving Swiss law as the authoritative and applicable legislation and ascertainment of the new principal place of business.
As part of the continuation of the Corporation, must submit to the laws of Switzerland and that the business activities of the Corporation are to be transferred from the current domicile, Vancouver, Canada, to Zug, Switzerland. It also must be acknowledged by shareholders that Swiss law, in particular the Swiss law on companies limited by shares, is the new authoritative and applicable law for the Corporation and that the new registered office of the Corporation with offices of its own will be situated at Brunnenstraße 19/ 6300 Zug, Switzerland, all as further described in the Management Information Circular. In order to be effective, the resolution must be approved by at least two-thirds of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the special resolution.
If there are no questions on this motion, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass as an ordinary resolution substantially in the form included at pages 43 of the Management Information Circular appointing PricewaterhouseCoopers AG, with the registered office in Zug, Switzerland, as a statutory auditor of the Corporation. A declaration of acceptance has been received by PricewaterhouseCoopers AG. In order to be effective, the resolution must be approved by a simple majority of votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the ordinary resolution. If there are no questions on this motion, I will move to the next item of business.
The next Ancillary Resolution to consider and, if deemed appropriate, to pass are ordinary resolutions substantially in the form included at pages 44 to 45 of the Management Information Circular confirming individually the current members of the board as members of the board, the chairman, and the members of the remuneration committee following the continuation for a term extending until completion of the next annual general meeting in 2025. In order to be effective, the resolutions must be approved by a simple majority of votes cast by shareholders present at this meeting, whether virtually or by proxy.
I now move motions to approve each ordinary resolution included at pages 44 to 45 of the Management Information Circular confirming individually the current members of the board as members of the board for a term extending until the completion of the next annual general meeting in 2025 and, as applicable, the chairman and the members of the remuneration committee following the continuation for a term extending until completion of the next annual general meeting in 2025. If there are no questions on these motions, I will move to the next item of business. The next Ancillary Resolution to consider and, if deemed appropriate, to pass is an ordinary resolution substantially in the form included at page 45 of the Management Information Circular appointing Anwaltskanzlei Keller AG as the independent representative for a term extending until the completion of the annual general meeting in 2025.
In order to be effective, the resolution must be approved by a simple majority of the votes cast by shareholders present at this meeting, whether virtually or by proxy. I now move the motion to approve the ordinary resolution. If there are no questions on this motion, we will now proceed with the voting process. As mentioned, voting today will be conducted by electronic ballot, and the polls have been open since the start of this meeting. If you have not voted on all of the resolutions, please do so now as we will close the polls in two minutes. All registered holders and proxy holders who have properly logged in with their control numbers and who wish to vote will see on screen all motions under consideration for voting purposes at this meeting.
Please be reminded that if you have already voted or submitted a proxy, there is no need for you to vote by poll unless you would like to change your vote. Please register your votes by accessing the voting page and selecting the for or against buttons next to all motions. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. Once electronic balloting closes, the voting pages will disappear and your votes will be submitted automatically. Voting results. I have been informed by the scrutineer that the Arrangement Resolution has been duly passed, as well as each of the Ancillary Resolutions presented for approval today at the meeting by the requisite percentages of votes cast. I would ask that the scrutineer compile the report regarding the results of voting on all business matters and send the results to me.
The results will then be announced and published on SEDAR and by news 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. If there is no further business, the formal meeting is now terminated. Over to you, Operator.
Thank you. This concludes the meeting. You may now disconnect.