Good morning, ladies and gentlemen. It is now 10:00 A.M., and time to begin the annual and special meeting of shareholders of Trisura Group Limited. My name is George Myhal, and as Chair of the Board, it is my pleasure to chair today's meeting. On behalf of the Board and management, I would like to extend a warm welcome to everyone attending through the online livestream broadcast today. We are pleased to host the meeting online, accessible to all of our shareholders to participate, submit questions, and vote. I will now call the meeting to order and would ask TSX Trust Company by its representatives to act as scrutineers. I will also ask Rebecca Alberga to act as Secretary of today's meeting. It is now my pleasure to introduce the members of management on the call: Dave Scotland, Chief Financial Officer, Trisura Group.
As outlined in our management information circular, there are six items of business to be considered today. First, to receive the consolidated financial statements of the company for the fiscal year ended December 31, 2024. Second, to elect directors who will serve until the next annual meeting of shareholders. Third, to appoint the external auditor and authorize the directors to set their remuneration. Fourth, to consider, and if deemed appropriate, pass an ordinary resolution to confirm the shareholder rights plan of the company. Fifth, to consider, and if deemed appropriate, pass an ordinary resolution to approve the equity incentive plan of the company. Sixth, to consider, and if deemed appropriate, pass an ordinary resolution to approve the escrow stock plan of the company.
In connection with the business to be dealt with today, only registered shareholders who held shares in their name as of May 8th, 2025, the record date of this meeting, or validly appointed proxy holders, are entitled to vote at this meeting. We will conduct the votes on the matters before us by poll once the poll is opened. Registered shareholders and proxy holders will be able to vote through the webcast portal. Please refer to the instructions on the left side of the webcast page. Polling will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. If you voted in advance of the meeting and do not wish to revoke your previously submitted proxies, then you do not need to do anything.
There will be an opportunity to ask questions on each resolution in turn. Again, please refer to the instructions on the left side of the webcast page for information on voting and how to ask a question. I would note that those joining online as a guest will not be able to vote or ask questions. Once discussion on all items of business has concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. In the unlikely event of serious technological failure that prevents the meeting from continuing, the meeting will be rescheduled. I now declare the polls open on all resolutions. Okay. In order to expedite the formal part of today's meeting, I have asked certain shareholders to move and second various resolutions.
Although this procedure will assist in the handling of the formal matters, it is not intended to discourage anyone from speaking in reference to any resolution after it has been proposed and seconded. I am advised that the notice calling this meeting and the management information circular were disseminated to voting shareholders in accordance with all applicable laws. I have asked the Secretary of the meeting to keep a copy of the notice and proof of mailing with the minutes of this meeting. Based on the scrutineer's preliminary report on attendance, the Secretary has confirmed that in accordance with the company's bylaws, there is a quorum present. I therefore declare the meeting properly constituted for the transaction of business for which it has been called.
Now, turning to the first item of formal business, I will table the company's 2024 annual report to shareholders, which includes the company's consolidated financial statements for the fiscal year ended December 31, 2024, together with the external auditor's report. Copies of our annual report have been mailed to shareholders who have requested the report and are also available on our website. The second item of business at our meeting today is to elect directors who will serve until the next annual meeting of shareholders. It is my pleasure to introduce the nine director nominees standing for election this year: Paul Gallagher, Sasha Hawk, Barton Hedges, Emmick Lanthier, Janice Madden, George Myhal, Lilia Sham, Robert Taylor, and David Clare. All nominees are current directors of the company.
Information on all nine director nominees is set out in our management information circular, which was posted on our website for shareholder review and available from the company upon request. I am pleased to report that based on the proxies received by management in advance of the meeting, each director nominee received votes in favor of their election from over 93% of the votes cast. The meeting is now open to receive nominations for the election of proposed directors.
Mr. Chair, I nominate for election as directors the nine nominees named in the management information circular dated May 12, 2025.
Thank you, David.
Mr. Chair, I second the motion.
Thank you, Caleb. Are there any further nominations? If not, I declare the nominations closed. As there are nine directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of the company. The third item of business today is the appointment of the company's external auditor and authorizing the directors to set their remuneration. As stated in the management information circular, the audit committee of our board has recommended to shareholders that Deloitte LLP be reappointed as the company's external auditor. It is now in order for someone to move this resolution.
Mr. Chair, I move that Deloitte LLP be appointed the external auditor of the company until the next annual meeting and that the directors be authorized to set their remuneration.
Thank you, Caleb.
Mr. Chair, I second the motion.
Thank you, David. The resolution has been moved and seconded, and the motion is now before the meeting for discussion. Okay. Adoption of this motion requires the favorable vote of at least a majority of the votes cast by shareholders present or represented by proxy at this meeting. Management has received proxies representing approximately 74% of the company's common shares. These proxies direct me to vote approximately 100% of those common shares in favor of the resolution. On that basis, I declare the motion carried. Okay. The fourth item of business today is the reconfirmation of the shareholder rights plan of the company. As stated in the management information circular, the board has recommended to shareholders that the shareholder rights plan be reconfirmed. It is now in order for someone to move this resolution.
Mr. Chair, I move that the shareholder rights plan dated May 25th, 2022, be reconfirmed.
Thank you, David.
Mr. Chair, I second the motion.
Thank you, Caleb. The resolution has been moved and seconded, and the motion is now before the meeting for discussion. Adoption of this motion requires the favorable vote of at least a majority of the votes cast by shareholders present or represented by proxy at this meeting. Management has received proxies representing approximately 74% of the company's common shares. These proxies direct me to vote approximately 100% of those common shares in favor of the resolution. On that basis, I declare the motion carried. The fifth item of business today is the approval of the equity incentive plan of the company. As stated in the management information circular, the board has recommended to shareholders that the equity incentive plan be approved. It is now in order for someone to move this resolution.
Mr. Chair, I move that the equity incentive plan be approved.
Thank you, Caleb.
Mr. Chair, I second the motion.
Thank you, David. The resolution has been moved and seconded, and the motion is now before the meeting for discussion. Adoption of this motion requires the favorable vote of at least a majority of the votes cast by shareholders present or represented by proxy at this meeting. Management has received proxies representing approximately 74% of the company's common shares. These proxies direct me to vote approximately 99% of those common shares in favor of the resolution. On that basis, I declare the motion carried. The last item of business today is the approval of the escrow stock plan of the company. As stated in the management information circular, the board has recommended to shareholders that the escrow stock plan be approved. It is now in order for someone to move this resolution.
Mr. Chair, I move that the escrow stock plan be approved.
Thank you, David.
Mr. Chair, I second the motion.
Thank you, Caleb. Resolution has been moved and seconded, and the motion is now before the meeting for discussion. Adoption of this motion requires the favorable vote of at least a majority of the votes cast by shareholders present or represented by proxy at this meeting. Management has received proxies representing approximately 74% of the company's common shares. These proxies direct me to vote approximately 100% of those common shares in favor of the resolution. On that basis, I declare the motion carried. For those who have not voted on all the resolutions, please do so now as I will shortly close the poll. I will close the poll on all resolutions in 30 seconds to allow for any delay. Okay. Thank you for passing your votes on these matters. The polls are now closed.
The final voting results will be available after the meeting and posted to SEDAR at www.sedarplus.ca. Since there is no other business, I declare the meeting terminated. Ladies and gentlemen, that completes the formal part of today's meeting. I will turn it back to David.
Great. Thank you. I believe with that, we can turn it back over to the moderator and close the meeting.