AGM 2023

Sep 21, 2023

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'll 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'll be deemed to represent and warrant to Medexus and to the host of this webcast and all other relevant parties 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. It is now my pleasure to turn today's meeting over to Michael Mueller. Mr. Mueller, the floor is yours. Thank you. First, 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 the polls close. We encourage comments and questions during the meeting. You can submit questions by typing your question and submitting via the meeting platform. For efficiency, we ask that you make any comments or questions you have at any time. Now let's proceed with the business at hand. We have four matters of formal business to conduct today. One, the presentation of the financial statements as at and for the financial years ended March 31st, 2023 and 2022. Two, the election of directors. 3, the reappointment of the corporation's auditors. 4, the approval of an amendment to the corporation's long-term incentive plan. 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 with either myself or Mr. Wildgoose-Brown, Ken d'Entremont will step in for me as chair, and Marcel Konrad will step in for Mr. Wildgoose-Brown 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. 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 those 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 meeting. The financial statements of the corporation for the years ended March 31, 2023 and 2022, and the auditors' report thereon, 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 received by Computershare 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 during the 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 and 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 31, 2023, and 2022, and the auditors' report thereon. The financial statements of the corporation for the years ended March 31, 2023 and 2022 and the auditor's report thereon 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. We will now move on to the formal items of business that 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 interests of expediency, I will ask Marcel Konrad to make the nominations on behalf of the management of the corporation. Mr. Chair, I, Marcel Konrad, 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, Marcel. As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation, as required by the advance notice provisions of the corporation's bylaws, I declare the nominations closed. Will someone please advise whether any questions have been received on this matter from the participants of this meeting? No questions. Thank you. 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 questions. Thank you. We will now conduct the vote by way of online ballot as previously described. The next item of business for your consideration is the approval of an amendment to the corporation's long-term incentive plan, as further described in the management information circular. The text of the ordinary resolutions to approve the long-term incentive plan has been set out on page 15 of the management information circular. In order for these resolutions to be passed, they must be approved by at least a majority of the votes cast at this meeting. May I have a motion that resolutions in the form of the resolutions as they appear on page 15 of the management information circular sent to the shareholders, approving the amendment to the corporation's long-term incentive plan be passed as resolutions of the corporation? I, Ken d'Entremont, so move. Thank you, Ken. Have there been any comments or questions being submitted regarding this matter? No questions. Thank you. 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 will now 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 direct-