Ladies and gentlemen, welcome to the annual and special meeting of shareholders for Organigram Holdings Inc. Please note, the meeting will be recorded. I would like to introduce Peter Amirault Chairman of the company.
Good morning, ladies and gentlemen. My name is Peter Amirault. I'm chairman of the company, and I'm pleased to act today as chairman of this annual and special meeting. Before we begin the formal proceedings, I would like to introduce Beena Goldenberg, who's our Chief Executive Officer and a member of the board of directors. In addition to myself and Beena, we are also pleased to have the following members of our current board of directors present for today's live webcast, and I would like to introduce them. Dexter John, Sherry Porter, Steve Smith, Marni Wieshofer, and Simon Ashton. I would like to take a moment to recognize Ken Manget, who will not be standing for re-election at this year's annual meeting.
On behalf of the company, shareholders, the board, and management team, I would like to thank Ken for his service to the board and the organization. On behalf of the board, I would like to thank those shareholders who have chosen to attend the meeting today and those who have submitted their proxies in advance. I would also like to remind all those present that this is a meeting of the shareholders of Organigram Holdings Inc., and that although other persons are present, whom we are pleased to welcome at the meeting, only registered shareholders and proxy holders are entitled to participate in the business of the meeting. With the permission of the meeting, I would like to begin with the formal matters to be dealt with at this meeting.
Once the formal business of the meeting has concluded, there will be a question and answer period during which we will be pleased to respond to your questions. Validated shareholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting. Such shareholders and proxy holders may ask questions by selecting the messaging icon, typing their question into the chat box at the bottom of the messaging screen, and clicking the Send button to submit that question. Although we may not be able to answer every question during the Q&A period, we will do our best to respond to as many as appropriate questions as possible. Out of consideration for others, please limit yourself to one or two questions. Please note that while this meeting is being recorded, no one attending via the webcast is permitted to use a recording device.
With the consent of the meeting, I will ask Helen Martin, our Chief Legal Officer and Corporate Secretary, to act as the recording secretary of the meeting and Deanna Guilfoyle of TSX Trust Company to act as scrutineer of the meeting. We have received an affidavit from the transfer agent as to the mailing of the notice calling this meeting, which states that the notice of the meeting, together with the management information circular and the form of proxy, were mailed to each shareholder of record as of December 6, 2023, the record date for this meeting. I will ask that the secretary keep a copy of the affidavit with the minutes of the meeting. I've been provided with a preliminary scrutineer's report indicating that a quorum is present. As such, I declare that this meeting has been duly convened and constituted.
When the formal report of the scrutineer is available, it will be kept with the minutes of the meeting as well. Each share represented at this meeting is entitled to one vote. In order to make the best use of our time today, certain individuals have been asked to move and second various motions. This is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to those, to these motions may do so via the messaging icon. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or to wait until each motion has been made prior to casting your vote. Voting will be conducted by online ballot.
Any shareholder or proxy holder who has not yet voted or wishes to change their vote, please do so using the voting buttons on the web portal. Please note that shareholders have the ability to change their votes at any time before the polls close, after all motions have been made and related questions addressed. Shareholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote, do not need to take any further action. I will now proceed to the first item of business for the meeting and present the audited financial statements of Organigram Holdings Inc. for the 13 months ended September 30th 2023 , which, together with the auditor's report on such statements, have been filed on SEDAR+ and on EDGAR. Shareholders do not have to take any action regarding the financial statements.
The next item of business is the election of directors for the ensuing year. The board currently has nine directors whose term of office will expire at the end of this meeting. Management proposes to nominate nine persons for election to the board. These persons are all described in the management information circular sent to shareholders, and all of the nominees have agreed to stand for election. In addition to myself, the nominees for election are Dexter John, , Sherry Porter, Stephen Smith, Marni Wieshofer, Beena Goldenberg, Simon Ashton, and Karina Gehring. If elected, these nominees will hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed. I will now ask Geoff Machum to move and Dexter John to second the motion for the nomination of the directors of the company.
Thank you, Mr. Chair. I nominate each of the nine nominees listed in the management information circular as directors of Organigram.
I second the motion.
Thank you, gentlemen. I've been advised that no other nominations have been made in accordance with Organigram's advance notice bylaw. Accordingly, I declare the nominations closed. Under new provisions of the Canada Business Corporations Act, effective August 31, 2022, there is a statutory voting requirement for uncontested director elections. Under the new Canada Business Corporations Act amendments, shareholders will vote for or against nominees for the board at an uncontested meeting, as opposed to for and withhold. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected, and the board position will remain open, or if in the case of incumbent directors, such director may continue in office until the earlier of the 90th day after the election or the day on which his or her successor is appointed or elected.
Based on the proxies received for the election of directors, each of the nine nominees has received a majority of the votes cast for their election. I will now ask Geoff Machum to move, and Dexter John to second a formal motion for the election of each of the nine persons nominated as directors of the company.
Mr. Chair, I move that each of the nine persons nominated be hereby elected as directors of Organigram to hold office until the next annual meeting of shareholders or until they resign or their successors are elected or appointed.
Mr. Chairman, I second the motion.
Thank you very much. The next item of business is the appointment of auditors for the ensuing year and the authorization of the directors to fix their remuneration. , may I have a motion to appoint the auditors and authorize the directors to fix their remuneration, please?
Yes, Mr. Chair, I move that KPMG LLP, chartered accountants at its Vaughan office, located at 100 New Park Place, Suite 1400, Vaughan, Ontario, be appointed as auditor of the company to hold office until the close of the next annual meeting of shareholders or until their successor is appointed, and that the directors be authorized to fix their remuneration.
Mr. Chairman, I second the motion.
Thank you once again. The next item of business is to consider, and if deemed advisable, to approve an ordinary resolution of the shareholders approving the proposed issuance by the company of up to 183,679,525 common shares to BT DE Investments Inc., a wholly owned subsidiary of British American Tobacco p.l.c., in connection with its investment of approximately CAD 124 million in the company, all as more particularly described in the management information circular for this meeting. The full text of the share issuance resolution is set forth in Appendix A to the management information circular.
In order to become effective, the share issuance resolution must be passed by an affirmative vote of a majority of the votes cast at the meeting, excluding the vote of BT DE Investments Inc., whose vote must be excluded in accordance with the requirements of Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions and the rules of the Toronto Stock Exchange. Geoff, may I please have a motion to approve the share issuance resolution as set out in Appendix A to the management information circular?
Yes, Mr. Chair. I move that the share issuance resolution, as set out in Appendix A to the management information circular, be approved.
Mr. Chairman, I second the motion.
Thanks again. Thank you. The final item of business today is to consider, and if deemed advisable, to approve a special resolution authorizing an amendment to the articles of the company in order to create a new class of Class A preferred shares, to be issued to BT DE Investments Inc., in connection with its investment in the company, all as more particularly described in the management information circular for this meeting. The full text of the articles of amendment resolution is set out in Appendix B to the management information circular. In order to become effective, the articles of amendment resolution must be approved by at least two-thirds of the votes cast at the meeting. Geoff, may I please have a motion to pass the articles of amendment resolution as set out in Appendix B to the management information circular?
Yes, Mr. Chair. I move that the articles of amendment resolution, as set out in Appendix B to the management information circular, be approved.
Mr. Chairman, I second that the motion.
Thank you. We would now ask that any registered shareholder or proxy holder who hasn't yet voted or wishes to change their vote may take the opportunity to do so now through the voting buttons on the web portal. As a reminder, shareholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote, do not need to take any further action. We will pause a moment for any further voting. Now that everyone has had the opportunity to vote, I declare the polls for the 2023 Organigram Annual, General, and Special Meeting of Shareholders closed. I'm just waiting for a report from the scrutineer. Deanna, do you just need another minute?
All the resolutions have been passed.
Thank you. We have been informed by the scrutineer that the preliminary vote report shows that each of the proposals presented for approval today has been duly passed. The final voting results will be available after the meeting and posted to the company's SEDAR+ profile. We have now completed the formal business for the meeting. If there is no further business, I will ask Geoff Machum for a motion to terminate the meeting.
Thank you, Mr. Chairman. I move that the meeting be terminated.
Mr. Chairman, I second the motion.
Thank you for your help today, gentlemen. I declare the motion carried and the meeting concluded. Now that the formal part of the meeting has been concluded, we would be pleased to answer questions that you may have with respect to the company. Please submit your questions through the web portal. We will now pause for a moment to collect any questions.
Mr. Chairman, it appears we don't have any questions.
Thank you very much, Helen. This concludes the management question and answer period. I would like to thank everyone for attending the meeting today and for your continued support of the company.