Medexus Pharmaceuticals Inc. (TSX:MDP)
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May 1, 2026, 4:00 PM EST
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AGM 2022

Sep 15, 2022

Operator

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 Computershare and Medexus 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 tab. It is now my pleasure to turn today's meeting over to Peter van der Velden. Mr. van der Velden, the floor is yours.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Good morning, and welcome, ladies and gentlemen. My name is Peter van der Velden, and I am the Chairman of the Board of Medexus Pharmaceuticals. I'd like to welcome you, my fellow shareholders, directors, and guests who have joined us for this year's annual meeting of shareholders, which is being held via this live webcast. Holding our meeting virtually means there are some differences from the way an in-person meeting would be conducted. However, our goal is to replicate as best as possible the experience you would have if we were meeting in person. The people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow for the coordination from different locations. Through the virtual platform, shareholders will have the opportunity to submit comments or questions during the meeting.

Please keep in mind that there is a 30-second delay between when we are speaking and when you hear from us. Please be patient, and we will do our best to address your questions at the appropriate time. Given the virtual format of today's meeting, and in order for us to expediently undertake the business to be conducted at this meeting, we would request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such questions in a written format, clearly identifying the relevant item of formal business. During the course of this meeting, at the appropriate time, we will address those submissions before voting on the relevant motions. Following the formal business of the meeting, we will have a question and answer period.

If you have any questions, not specifically relating to an item of formal business to be discussed today, please feel free to submit those questions at any time. You can submit questions using the Q&A tab of the meeting platform. We will do our best to answer all shareholder questions. If for any reason we are unable to do so, we will endeavor to follow up with you after the meeting, and you may contact us directly or through our investor relations contact. As in past years, we expect the vast majority of all votes will be cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to 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 30-second warning before the polls close. Now let's proceed with the business at hand. We have four matters of formal business to conduct today. Number one, the presentation of the financial statements as at and for the years ended March 31, 2022 and 2021. Item number two, the election of directors. Item number three, the reappointment of the corporation's auditors. Finally, item number four, the approval of the new long-term incentive plan. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases.

In light of the current context of this virtual meeting, we will forego having seconders for the formal business specified in the notice of this meeting. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as chair of this meeting. 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 to act as the chair, and Marcel Konrad will step in for Mr. Wildgoose Brown to act as secretary. I hereby appoint Laura Stone of Computershare Trust Company of Canada to act as the scrutineer for the meeting. Before commencing with procedural matters, I'd like to call upon the secretary to make a statement concerning today's remarks.

Ian Wildgoose Brown
Corporate Secretary, Medexus Pharmaceuticals

Thank you, Mr. Chair. Please note that in the course of today's meeting, officers or directors of Medexus may, in their remarks or in response to questions during the question period, make statements which 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 management discussion and analysis for the fiscal years ended March 31st, 2022 and 2021, and the annual information form for the year ended March 31st, 2022.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you. The Secretary advised me that the notice calling for this meeting, together with the form of the proxy and the 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 July 29th, 2022, the record date for the meeting. Financial statements for the corporation for the years ended March 31, 2022 and 2021, and the auditor's report thereupon, were sent to each requesting shareholder as of the record date. Additional copies of such materials are also available on SEDAR and the corporation's website. I will dispense with the reading of the notices of the meeting. The scrutineer has provided me with a preliminary report regarding shareholder attendance at the meeting. 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 the confirmation and mailing of the notice of meeting received by Computershare and the scrutineer's complete report on attendance be annexed to the meeting minutes. This is a virtual meeting, and the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxyholder, you are using your control number to log in to the meeting and you accept the terms and conditions, you'll be provided with 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 you do not wish to revoke your previously submitted proxy, you do not need to vote again during the online ballot.

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 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 your voting choice displayed on the 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 the voting closed on all matters of business. I will now declare the voting polls open on all matters of business.

First item of business is the presentation of the consolidated financial statements of the Corporation for the years ended March 31, 2022 and 2021, and the auditor's report thereon. The financial statements of the Corporation for the years ended March 31, 2022 and 2021 and the auditor's report thereon were sent to each requesting shareholder as at the record date. We will dispense with the reading of the auditor's report. If there's no objection to the financial statements, have any comments or questions been submitted regarding the financial statements?

Ian Wildgoose Brown
Corporate Secretary, Medexus Pharmaceuticals

No.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Hearing none, we will move to the formal items of business that require a vote. Next item of business is the election of directors. We have six directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Marcel Konrad to make the nominations on behalf of the management of the corporation.

Marcel Konrad
CFO, Medexus Pharmaceuticals

Mr. Chair, I, Marcel Konrad, nominate those persons specified in the management information circular delivered with the notice of meeting, namely Peter van der Velden, Ken d'Entremont, Michael Mueller, Benoit Gravel, Stephen Nelson, and Adele Gulfo, 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.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you very much, 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. Someone please advise whether any questions have been received on this matter.

Ian Wildgoose Brown
Corporate Secretary, Medexus Pharmaceuticals

No questions have been received.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you. There being none, we will now conduct a vote by way of an online ballot. As previously noted, registered shareholders or their duly appointed proxyholders can vote online by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to the items of business, and it is not necessary to vote again at the ballot. We will now move to the reappointment of auditors. May I have a motion that PricewaterhouseCoopers LLP be renominated as the 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 auditor's remuneration.

Ken d'Entremont
Founder, President, and CEO, Medexus Pharmaceuticals

I, Ken d'Entremont, so move.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you very much, Ken. Have any comments or questions been submitted regarding this matter?

Hearing none, we will conduct the vote by way of an online ballot as previously described. Next item of business for your consideration is the approval of the 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 sent out, starting on page 15 and continuing on page 16 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 the resolutions in the form as appeared on pages 15 and continuing on page 16 of the management circular, sent to you, all shareholders, approving the long-term incentive plan be passed as a resolution of the corporation.

Ken d'Entremont
Founder, President, and CEO, Medexus Pharmaceuticals

I, Ken d'Entremont, so move.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you, Ken. Have any comments or questions been submitted regarding this matter?

Ian Wildgoose Brown
Corporate Secretary, Medexus Pharmaceuticals

No comments or questions.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Then thank you. Hearing none, we will conduct the vote by way of an online ballot as previously described. We have now addressed all the items of formal business. Voting will close in 30 seconds. For those of you who have not voted on all of the matters, please do so now. We will take a short break while the polls close and the results are calculated 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 the ballot have been passed with the requisite shareholder approval. Accordingly, I hereby declare the nominated individuals elected as directors, PricewaterhouseCoopers reappointed as auditor, and the long-term incentive resolutions approved.

A report disclosing the voting results will be filed on SEDAR and disclosed in the press release promptly after the meeting. That concludes the formal business brought before the meeting. I would like to thank all of you for attending. I will now declare this meeting terminated. Now that the formal part of the meeting has been concluded, we would be pleased to answer any questions you might have. I ask that all shareholders who would like to ask a question to do so in the Q&A tab of the virtual interface. We will answer any question or as many questions as time permits. When asking your question, please identify yourself, limit your question to topics relating to today's subject matter, and we would like to remind you that questions which were already answered or are redundant or repetitive will not be answered.

Please keep your questions short and to the point. We will now give shareholders a moment to type in their questions. Moderator, do we have any questions at this point?

Moderator

No questions at this time.

Peter van der Velden
Chairman of the Board, Medexus Pharmaceuticals

Thank you very much. That is all for today, and I would like to thank you all for participating in the business of the meeting and for your interest in the corporation.

Operator

This concludes the meeting. You may now disconnect.

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