AGM 2024

Sep 19, 2024

Hello, and welcome to the annual meeting of shareholders of Medexus Pharmaceuticals Inc. 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 same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Medexus and to the host of this webcast and all other relevant parties that you've obtained all required consents for the disclosure, recording, transfer, and use of all such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Michael Mueller. Mr. Mueller, the floor is yours. Thank you. Good morning, all. My name is Mike Mueller, and I am the Chair of the Board of Medexus Pharmaceuticals. I would like to welcome my fellow shareholders and directors, and our guests who have joined us at this year's annual meeting of shareholders. Before getting into the formal business of the meeting, I would first like to ask our CEO, Ken d'Entremont, to say a few words on the news we shared earlier this week regarding treosulfan. Ken? Thank you, Mike. As we announced earlier this week, we were notified that the FDA remains actively engaged with our partner, medac, on the Treosulfan NDA, and is now working towards a new PDUFA goal date of January 30th, 2025. As we said in our press release, this extension of the FDA review timeline was not prompted by a request to generate new clinical data. The FDA merely requires additional time to analyze previously submitted data. We view the FDA's commitment to continue reviewing the Treosulfan NDA as another step along the path to making this product a viable treatment option in the United States, and we remain optimistic about the prospect of a Treosulfan approval. We continue to believe that Treosulfan would make a substantial contribution to this therapeutic space as it has in Europe and Canada. We continue to prepare for the approval of Treosulfan and a commercial launch in the United States in the first half of calendar year 2025. If approved, the commercialization of Treosulfan has the potential to significantly grow our revenues over the coming years. While I know many of those who have joined us today are, like us, eager for more information about Treosulfan, we cannot provide anything further at this time, although we intend to share any material developments at the appropriate time. As always, we are happy to answer any questions you may have about Medexus business and strategy. You may reach out to us directly or through our investor relations contacts. With that, Mike, I think we can now proceed with the formal business of the meeting. Thank you, Ken. Now for some brief procedural remarks. As in past years, we expect that essentially all votes will be cast by proxy before the meeting. That said, registered shareholders and proxy holders can vote online during the meeting. Voting on all items of business will be open throughout the formal part of the meeting, and I will provide a warning before polls close. Eligible participants can submit questions via the meeting platform. For efficiency, we ask that you make any comments or questions you may have regarding a formal item of business now, clearly identifying the relevant item of formal business. We will aim to address these submissions before voting on the relevant motions. Now let's proceed with the business at hand. We have three matters of formal business to conduct today. One, the presentation of the financial statements as at, and for the financial years ended March 31st, 2024 and 2023. Two, the election of directors. Three, the reappointment of the corporation's auditors. We will request that a motion be made by one person for the formal business specified in the notice of this meeting, and we will dispense with requesting that any motion be seconded by another person. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as Chair of this meeting, and Ian Wildgoose-Brown, our Corporate Secretary, will act as Secretary of the meeting. Given the virtual format of the meeting, in the event of technical issues, Ken d'Entremont will step in to act as Chair and Brendon Buschman will step in to act as Secretary. I hereby appoint Paul Keyes of Odyssey Trust Company to act as scrutineer for the meeting. I would now like to call upon the secretary to make a brief statement. Ian? Thank you, Mr. Chair. During today's meeting, officers or directors of Medexus may, in their remarks or otherwise, make statements that contain forward-looking information under Canadian and other applicable securities laws. Certain material factors and assumptions are applied in making these statements, and there are a number of other factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Medexus. Additional information concerning these factors and assumptions is contained in Medexus' filings with the Canadian securities regulators, including the corporation's most recent MD&A and AIF. Thank you, Ian. 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 auditors of the corporation and shareholders of record of the corporation as of the record date for the meeting set out in the notice of the meeting. The financial statements of the corporation for the years ended March 31st, 2024 and 2023, and the related auditor's report were sent to each requesting shareholder as of the record date. Additional copies of these materials are also available on SEDAR and on the corporation's website. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting, and I confirm that the requisite quorum of shareholders is present and that this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. 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 proxy holder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of the discussion on each item to cast your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your votes. I will then declare voting closed on all matters of business. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the consolidated financial statements of the corporation as at and for the years ended March 31st, 2024 and 2023, and the related auditor's report. The financial statements were sent to each requesting shareholder as of the record date. We will dispense with the reading of the auditor's report to the meeting. There is no vote required with respect to the financial statements. Have any comments or questions been submitted regarding the financial statements? No. Hearing none, we will now move on to the formal items of business that do require a vote. Our next item of business is the election of directors. We have seven directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Brendon Buschman to make the nominations on behalf of the management of the corporation. Mr. Chair, I, Brendon Buschman, nominate those persons specified in the management information circular delivered with the notice of meeting, namely in alphabetical order by last name, Ken d'Entremont, Harmony P. Garges, Benoit Gravel, Michael Mueller, Stephen Nelson, Nancy Phelan, and Menassie Taddese, to serve as directors of the corporation to hold office until 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. Thank you, Brendon. As the corporation did not previously receive timely notice of any further nominations, I declare the nominations closed. Have any comments or questions been submitted regarding this matter? No. Hearing none, we will now conduct the vote by way of online ballot as previously described. As a reminder, if you previously submitted a completed proxy, you have voted and it is not necessary to vote again on this ballot. We will now move to the reappointment of auditors. May I have a motion that PricewaterhouseCoopers LLP be reappointed as auditors 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 auditors' remuneration? I, Ken d'Entremont, so move. Thank you, Ken. Have any comments or questions been submitted regarding this matter? No. Hearing none, we will now conduct the vote by way of online ballot as previously described. We have now addressed all items of formal business. Voting will close in 30 seconds. For those of you who have not voted on all matters of business, please do so now. We'll take a short break while the polls close and the results are tabulated by the scrutineer. I confirm the polls are now closed and the scrutineer has tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite shareholder approval. Accordingly, I hereby declare the nominated individuals elected as directors and PwC reappointed as auditor. A report disclosing the voting results will be filed on SEDAR and disclosed in a press release promptly following the meeting. That concludes the formal business brought before the meeting. I now declare this meeting to be terminated. That is all for today, and I would like to thank you for participating in the business of the meeting and for your interest in the corporation.