AGM 2021

Sep 23, 2021

Welcome to the Annual Meeting of Shareholders of Medisthena Therapeutics Corp. Please note the meeting is being recorded. I would like to introduce Doctor. Fahar Merchant, Chairman of the Board of Directors. Doctor. Merchant, please go ahead. Thank you. The annual meeting of shareholders of Medicine and Therapeutics Corporation will now come to order. My name is Doctor. Fahar Merchant, and I'm the Chairman of the Board of Directors of the Corporation. I will preside as Chairman of the meeting, and I hereby appoint Charles Antoine Sollier of McCarthy Tetrault LLP to act as Secretary of the meeting. Considering concerns regarding the ongoing COVID-nineteen pandemic, we have opted for a virtual only Annual General Meeting in order to reduce the risk of infection. The virtual only format also permits us to comply with public health authorities' directives and restrictions regarding physical gatherings. In making the decision to hold a virtual meeting, it was paramount to ensure that shareholder rights were protected. To this end, we have ensured that this meeting offers registered shareholders and duly appointed and registered proxy holders the same opportunities to participate as in past in person meetings. Instructions on how to ask questions and how to vote using the virtual platform appears on your screens. We'll conduct the votes on all resolutions before the meeting by ballot. On a ballot, every registered shareholder or duly appointed and registered proxy holder entitled to vote has won vote in respect of each common share entitled to be voted on the matter and held or represented by that registered shareholder or duly appointed and registered proxy holder. Since voting on each resolution is by ballot, I will be voting all undirected proxies that I am permitted to vote in favor of all resolutions before the meeting. Voting is now open, and all registered shareholders and duly appointed and registered proxy holders should have the functionality and ability to cast votes at any time in the meeting until we declare voting closed. Thank you to those of you who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything further at the meeting. For those who have not yet voted, we encourage you to vote now. If you choose to vote during this meeting, it only can be done through the virtual voting platform on the webcast. To vote, select the voting icon that will appear on the left side of the screen and tap the desired voting option. Your vote will be automatically submitted to 3XX Trust Company or our scrutineers after you click your choice and will be evidenced by a vote received message. Votes may be changed at any time up to the time voting is closed. Once voting is declared closed, your votes will automatically be submitted. If you do not press either for or withhold, as applicable, When voting is open, your vote will not be recorded and you will be regarded as having abstained from voting. Also, registered shareholders and duly appointed and registered proxy holders can submit questions at any time during the meeting through the virtual platform of our webcast. We will address questions at a general Q and A session at the end of the formal part of the meeting, provided that only questions regarding procedural matters or questions directly related to the resolutions before the meeting may be addressed during the meeting. We will receive the questions, and at the appropriate time, we'll read them and the names of the submitting shareholders or proxy holders allowed so that everyone may be aware of the questions being considered. In the interest of efficiency, we have a number of questions that are similar in topic. We will paraphrase, group the questions and mention that we have received similar questions. However, please note that due to time constraints, we may be unable to address all questions. This meeting has also been made accessible to and we also wish to welcome all guests who are not registered shareholders or holding proxies of registered shareholders. As a reminder, as with any in person meeting, only registered shareholders and duly appointed and registered proxy holders are permitted to vote or ask questions at this meeting. In order to make the best use of our time, Ms. Williams will move and I will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed and registered proxy holders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the Chairman on any motion, please type in your question or comment in the Ask a Question box available to all registered shareholders and duly appointed proxy holders. If there is any discussion or question, the Secretary will read the question aloud. All motions will be moved and seconded once the formal matters of the meeting have been presented. With the consent of the meeting, TSX the number of securities represented in person and by proxy at this meeting, compute the votes by ballot and report to me on these matters. The scrutineers have reported to me that we have at least 2 shareholders present by electronic means and holding or representing by proxy at least 25 percent of the votes entitled to be cast at the meeting. As such, I declare that the present quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on attendance be annexed to the minutes of the meeting. The notice calling this meeting and the accompanying materials have been mailed to all shareholders of the corporation, and the Secretary of the meeting has provided me with proof of evidence of such materials. Copies of such materials are available on Medicina's website. Accordingly, the reading of the notice of meeting will be dispensed with. I propose that we proceed with the business of the meeting. The 2021 annual report of the corporation for the fiscal year ended March 31, 2021, together with the 2021 audited financial statements and the related auditors' report have been mailed to the shareholders of the corporation who previously requested them. Copies of such materials are available on Medisins. However, management will be pleased to deal with any relevant questions concerning the statements during the general question period, which follows the formal business of this meeting. We will now proceed with the election of directors. The proposed nominee to the Board of Directors are Albert Peraldo, Karen Dulles, Doctor. Jack Jatowski, Rosmina Merchant, Doctor. Chandrakant Panchal, Doctor. John Samson and myself, Doctor. Fahar Merchant. I understand that these nominees have consented to act as directors. Mr. Secretary, are there additional nominations? Mr. Chairman, I confirm that there are no other nominations. If there are no further nominations, I declare the nominations closed. The next item of business is to appoint PricewaterhouseCoopers LLP as the auditor to hold office until the close of the next Annual General Meeting of Shareholders or until its successor is appointed, and that the directors of the corporation be authorized to fix its remuneration in such amounts as the directors may, in their discretion, determine. Now that all formal matters of the business have been presented, would Ms. Williams please make the motions for the formal matters of the meeting? Mr. Chairman, first, I move that the persons that have been nominated be individually elected as a Director of Medicine and Therapeutics Corp. To be a senior mayor or until their successors are elected or appointed. 2nd, I move that PricewaterhouseCoopers LLP be appointed as auditor for Medizuna Therapeutics Corp. For the fiscal year ending March 31, 2022, and that the directors of the corporation be authorized to fix their group group. Thank you, Ms. Williams. I second all of Ms. Williams' motions. Mr. Secretary, are there any questions or discussions on these motions? There is no discussion at this time. As there is no discussion, I now call for a vote on the motions before the meeting. As previously mentioned, voting today will be conducted by ballot. The ballot has been open since the beginning of the meeting. And at this point, all registered shareholders and duly appointed and registered proxy holders who have properly logged in with their control numbers and wish to vote should make their way to the Vote tab on the webcast platform. There, they will be able to see on the screen all the items put forward before this meeting. The voting will remain open for approximately 20 more seconds. Once the ballots closes, the voting page will disappear and your votes will automatically be submitted. Now before announcing the voting results, Mr. Secretary, is there any other business that any shareholder or proxy holder present wishes to bring to the attention of the meeting? There is no discussion at this time. If there is no further business, I now declare the ballot closed and will proceed to present the voting results. I will now ask the Secretary to provide the preliminary results of the scrutineers tabulation of today's votes. Charles? Sorry, Far, I was on mute. Thank you, Mr. Chairman. The scrutineers confirm the following primary vote results. Each of the directors' nominees received the required percentage of votes for and the percentage of required votes are favorable to the appointment of PricewaterhouseCoopers LLP as auditor for Medicina Therapeutics Corp. For the fiscal year ending March 31, 2022. Thank you. I declare each of the resolutions considered at today's meeting in respect of those matters as carried. The full voting results will be published on SEDAR and EDGAR following the meeting. That concludes the formal business of this Annual Meeting of Shareholders, which I now declare closed. Thank you all for participating at this Annual General Meeting, and I request that this meeting be closed. Thank you.