Good afternoon, ladies and gentlemen. Welcome to the annual general and special meeting of the shareholders of StorageVault Canada Inc. My name is Steven Scott, and I am the Chief Executive Officer, Chairman, and a Director of the corporation, and I will be the chairman for this meeting. In terms of our agenda today, in light of the COVID-19 pandemic and the public health restrictions, we will only deal with the formal business of our annual general and special meeting as described in the proxy materials that were sent to shareholders and will not be holding a Q&A session after the formal portion of the meeting. Prior to starting the meeting, I would like to introduce the directors and officers which are present at the meeting. Jay Lynne Fleming, Benjamin Harris, Iqbal Khan, and Alan Simpson.
The meeting will now come to order, and I shall ask Iqbal Khan, the Chief Financial Officer and a Director of the corporation, to act as Secretary of the meeting, and Patricia Selby of TSX Trust Company to act as Scrutineer of the meeting remotely by telephone. I shall now request the Secretary to table proof of delivery of notice of meeting, instrument of proxy, management information circular, and accompanying documentation to the registered shareholders of the corporation. Proof of mailing of the notice calling the meeting and accompanying documents has been duly filed, and I direct a copy of the notice with proof of delivery to be kept by the Secretary with the records of this meeting.
The bylaws of the corporation provide that a quorum of shareholders is present at a meeting of shareholders if at least two persons are present, holding or representing by proxy not less than 5% of the shares entitled to vote at a meeting of the shareholders. I have received the scrutineer's report showing that there are in attendance at this meeting in person or by proxy 238 shareholders holding 309,625,932 shares, common shares. Accordingly, the total representation of this meeting by shareholders present in proxy or in person is 83.75% of the common shares of the corporation. Therefore, I declare that there is a quorum present at this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business.
The first item of business of this meeting is to receive and consider the audited financial statements of the corporation for the year ended December 31st, 2020, and the report of the auditors thereon. I shall ask the Secretary of the meeting to present these financial statements to the meeting.
Here we go.
Thank you. A copy of the financial statements and the report of the auditor herein has been mailed to each registered shareholder, and they have had an opportunity to review these documents. I shall request a resolution dispensing with the reading of the auditor's report.
I move that the reading of the report of the auditor and the financial statements be dispensed with.
I second the motion.
All those in favor signify in the usual manner by raising their right hand. Opposed? The motion is carried. The next item of business is the fixing of the size of the board of directors to be elected at the meeting. It is proposed that the board of directors be elected at the meeting shall consist of five members. I shall now request a motion to fix the board of directors of five members.
I move that the board of directors of the corporation to be elected at the meeting be fixed at five members.
I second the motion.
All those in favor signify in the usual manner by raising their right hand. Opposed? The motion is carried. We will now proceed with the election of directors. Five directors will be elected at this time to hold office until the next annual meeting or until their successors are elected or appointed.
I nominate Steven Scott, Iqbal Khan, Alan Simpson, Jay Lynne Fleming, and Benjamin Harris for the election as directors of the corporation to hold office for the ensuing year unless his or her office is earlier vacated in accordance with the bylaws of the corporation.
I second the motion.
Are there any further nominations? I now declare the nominations closed. All in favor of the election of those nominated, please signify in the usual manner by raising your right hand. Opposed? I now declare those nominated to be duly elected directors of the corporation to hold office until the next annual election of directors, unless their office is vacated or a successor is appointed in accordance with the bylaws of the corporation. The next item of business is the appointment of the auditors of the corporation. The management information circular and the instrument of proxy prepared for the purposes of this meeting contemplated the reappointment of MNP LLP Chartered Accountants as auditor. Could we have a motion with regard to the reappointment of the auditor until the next annual meeting, and could this motion provide that the auditor's remuneration be fixed by the board of directors?
I move that MNP LLP Chartered Accountants be reappointed as auditor of the corporation until the next annual meeting or until a successor is appointed, and that MNP LLP's remuneration be fixed by the board of directors.
I second the motion.
All in favor signify in the usual manner by raising your right hand. Contrary, if any? Carried. The next item of business is to approve and adopt the resolution in relation to the reapproval of the stock option plan of the corporation.
I move that the resolution, as more particularly set forth in the management information circular prepared for the purpose of the meeting, relating to the reapproval of the stock option plan of the corporation be approved and adopted.
I second the motion.
In order to record accurately the voting results of this resolution, it is necessary to conduct the vote on this ordinary resolution by ballot. Registered shareholders and duly appointed proxy holders in attendance should have been provided with a ballot on this ordinary resolution. If you have not already been given a ballot and consider yourself eligible to receive one for voting purposes, please identify yourself, and I, as Chairman, will work with the scrutineer to verify your ability to vote, and if so, issue a ballot accordingly. If you have not already done so, I would now ask that you record your vote in respect to this resolution by marking an X opposite for or against, as the case may be, and sign your name on the line under which the word signature appears.
When you have completed your ballot, kindly raise your hand with the ballot in it, and the ballots will be collected. We will temporarily adjourn these proceedings to permit the balloting and tabulation to occur. Patricia, do we have a total on that?
Yes, we do. Just one moment, please.
Okay.
On the stock option plan resolution.
Is it 84.8 %?
84.7784%, with 15.22% against.
Thank you. I have received the report on the ballot from the scrutineer, and I declare that the ordinary resolution of shareholders in relation to the reapproval of the stock option plan has been duly passed, with 84.5% of the votes having been cast in favor of the resolution. If any shareholder is interested in the exact number of votes cast in favor of and against this resolution, particulars may be attained from the secretary of the meeting after the meeting. I direct that the scrutineer's report be annexed to the minutes of this meeting as a schedule.
The next item of business is to approve and adopt the resolution in relation to the confirmation of By-law No. 1B, which will amend the bylaws of the corporation, being By-law Number 1, to (A) support the direct registration system for the corporation securities, and (B) provide for participation at directors' and shareholders' meetings by electronic means.
I move that the resolution, as more particularly set forth in the management information circular prepared for the purpose of the meeting, relating to the approval of the amendment to the by-laws of the corporation, be approved and adopted.
I second the motion.
All in favor signify in the usual manner by raising your right hand. Contrary, if any. Carried. Just on the previous item, number nine, I think we were at 84.8%, and I think I said 84.5%. So just 84.8% is the percentage. Last but not least, if there is no further business to be brought before the meeting, I would ask for a motion to terminate the meeting.
I move that the meeting be terminated.
I second the motion.
All those in favor of the resolution signify in the usual manner by raising their right hand. Contrary, if any. Carried. This meeting is terminated. Thank you very much, everyone.