Ladies and gentlemen, welcome to the annual general and special meeting of Avante Corp. I would like to introduce Emmanuel Mounouchos, Chairman of the meeting. Mr. Mounouchos, the floor is yours.
Good morning, ladies and gentlemen. My name is Emmanuel Mounouchos, and I am the Chief Executive Officer of Avante Corp. On behalf of the corporation, I welcome you to this annual general and special meeting of the shareholders. Although we are meeting virtually, our goal today is to ensure that our registered shareholders and duly appointed proxy holders are able to participate fully in the meeting. I invite our shareholders and proxy holders to ask questions and vote on each of the matters of business as if you were attending the meeting in person. I encourage registered shareholders and proxy holders to submit your questions as early as possible so that we may address them at the right moment during the meeting.
If you have any questions, click on the Ask a Question button located on the left side of your screen, type the question into the space provided, and then press the Submit button. Please read the instructions in the text bar before submitting your question. In particular, please identify whether your question relates to a motion being considered as part of the formal business of the meeting. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting. As always, questions should relate to the business or affairs of the corporation and not be of a personal nature. Registered shareholders and proxy holders may vote on my platform through the meeting. To do so, click the Vote icon on the left side of your screen once the polls are open. Voting will be open through the formal portion of the meeting.
You may vote at any time until the last item of business has been put to a vote, and I declare the voting closed. If you have appointed a proxy holder and do not wish to change your voting instruction, then you do not need to do anything. If you have been appointed as a proxy holder, then you need to vote in order for such votes to be counted. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. I also want to welcome those of you who are not registered shareholders or proxy holders, and thank you for your interest in Avante Corp. I remind you that only registered shareholders and duly appointed proxy holders are entitled to participate in the meeting, to vote, and to ask questions.
After my introductory remarks, we will proceed to a regular item of business, including the receipt of financial statements, appointment of the auditors, and election of directors. Shareholders will also be asked to approve an ordinary resolution ratifying the corporation's 10% rolling stock option plan. Before we proceed with the formal business of today's meeting, I would like to introduce the other members of the management of Avante Corp. who have joined us online today. Raj Kapoor, Chief Financial Officer, Rob Defelice, Shareholder and Management Consultant. In accordance with the bylaws of the corporation, I will preside as the chair of the meeting. I hereby appoint Paul Fitzgerald of Norton Rose Fulbright LLP to act as the secretary for the meeting. I appoint Rosa Garofalo of TSX Trust Company to act as the scrutineer for the meeting.
The notice and access notification and the form of proxy were mailed on September 22nd, 2023, to all shareholders of record as of September 11th, 2023. The declaration of mailing is available for inspection by any shareholder. I ask that the secretary file a copy of such declaration with the minutes of today's meeting. A quorum of shareholder is present for the transaction of business at this meeting if at least two persons are present in person, such being a shareholder entitled to vote at the meeting or a duly appointed proxy holder or representative for a shareholder so entitled. I have received the preliminary scrutineer report, and it shows that there are at least two shareholders present today, either in person or by proxy. Accordingly, we have a quorum present.
I would ask that the secretary file a copy of the scrutineer's report with the minutes of today's meeting. I would also note that under the applicable corporate law, the corporation is permitted to hold this meeting by electronic means that we are using. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, I've asked Rob Defelice and Raj Kapoor, who are also shareholders or proxy holders, to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail discussion. Each item of business to be considered today requires that a majority of the votes cast be voted in favor in order for the resolution to pass. TSX Trust, please open the polls now.
The first item of business is the presentation of the audited financial statements of the corporation for the year ended March 31st, 2023, together with a report of the auditors thereon. These financial statements were previously made available to shareholders through the notice and access system and are now placed before the shareholders. Are there any questions for financial statements or the auditors' report?
No, we have not received any questions on this item.
Thank you. I declare that the audited financial statements of the corporation for the year ended March 31st, 2023, together with the report of the auditors thereon, have been presented and received. We will now move to the election of the directors. Information about each nominee is included in the management information circular. The board of directors has fixed the number of directors to be elected at five, and I confirm that all nominees are eligible for election. The corporation did not receive notice of any director nominations in connection with the meeting in accordance with its advance notice bylaw. Accordingly, the only persons eligible to nominate for election of the board of directors of the corporation are the management nominees. The nominees are Daniel Argiros, Wade Burton, Robert Klopot, Emmanuel Mounouchos, Bruce Bronfman.
I now ask for a motion that each of the nominees will be elected and serve as a director.
I move that each of the five persons nominated be elected as a director of the corporation to hold office until the next annual general meeting of shareholders of the corporation, or until their successors duly elected or appointed. I second the motion.
We will now address any questions or comments from the shareholders or proxyholders that are directly related to the election of the directors. Have any questions come in?
No, we have not received any questions on this item.
Thank you. The voting is open, and we invite shareholders and proxyholders to submit their votes for each nominee if they have not already done so. As I mentioned earlier, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change one or more votes, and if you have been appointed as a proxyholder, then you need to vote in order for such votes to be counted. The next item of business is the appointment of the auditor. I now ask for a motion on this matter.
I move that RSM Canada LLP Chartered Accountants be reappointed the auditor of the corporation to hold office until the next annual meeting of shareholders of the corporation. I second the motion.
We will now address any questions or comments from the shareholders or proxyholders that are directly related to the appointment of the auditor. Have any questions come in?
No, we have not received any questions on this item.
Thank you. We invite shareholders and proxyholders to submit their votes if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change your vote, and if you have been appointed a proxyholder, then you need to vote in order for such a vote to be counted. The next item of business is the approval of the stock option plan of the corporation. In accordance with the TSX Venture Exchange policy, the corporation's stock option plan must receive annual shareholder approval. There have been no changes made to this option plan since it was approved last year. I now ask for the motion on this matter.
I move that the ordinary resolution set out on pages 11 and 12 on the management information circular with respect to the approval of the stock option plan of the corporation be approved. I second the motion.
We will now address any questions or comments from the shareholders or proxyholders that are directly related to the approval of the stock option plan. Have any questions come in?
No, we have not received any questions on this item.
Thank you. We invite shareholders and proxyholders to submit their vote if they have not already done so. We will now have a short pause to allow shareholders and proxyholders to complete their voting on this matter. As we have now dealt with all business items on the agenda, I declare the voting on all matters closed. We will now let the scrutineers tabulate the preliminary tabulations. This will take a couple of minutes. I understand that the scrutineer has preliminary tabulation of the votes cast in respect to each of the items of business for the meeting. The preliminary results with respect to the election of directors are. A majority of the votes cast at the meeting were voted in favor of the five nominees named in the management information circular.
As a result, I declare that the five director nominees named in the management information circular have been duly elected. A preliminary result with respect to the reappointment of the auditors is a majority of the votes cast in the meeting were voted in favor of the reappointment of RSM Canada LLP. As a result, I declare that RSM Canada LLP be duly reappointed as the auditor of the corporation. On the resolution to approve the stock option plan, a majority of the votes cast at the meeting were voted in favor of the resolution. As a result, I declare that the resolution approving the stock option plan has been passed. This concludes the meeting. On behalf of the corporation, I'd like to thank you for participating in this meeting and for your ongoing commitment to Avante Corp.
I wish all the best to you and your families and hope that you stay safe and healthy. Thank you.
Thank you all for attending today's meeting. You may now disconnect.