Ladies and gentlemen, welcome to the annual general and special meeting of Avante Logixx Inc. Please note this meeting will be recorded. I would like to introduce Mr. Emmanuel Mounouchos, CEO of Avante. Mr. Mounouchos, the floor is yours.
Good morning. I will now call the meeting to order. My name is Emmanuel Mounouchos, Chief Executive Officer of the corporation, and I will act as chairman of the meeting. I welcome you all to this annual general and special meeting of the shareholders of Avante Logixx Inc. The agenda of the meeting today will be as set out in the notice of the meeting. Joining us today from the Avante Logixx executive team is Raj Kapoor, Chief Financial Officer of the corporation. As the meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting.
1. Questions in respect of a motion at the meeting can be submitted by any registered shareholder or duly appointed proxy holder by the use of the Ask a Question button located on the left side of your screen, typing the question into the space provided, and then pressing the Submit button. 2. Questions will generally appear shortly after they are submitted but will only be addressed during the question period at the end of the meeting, provided that the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. 3. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be able to vote on each of the business items at the time once the polls are open.
Number four, all shares for which proxies in favor of management have been received will be voted in accordance with the instructions of the registered shareholders given the proxies. If you have sent in a proxy, your vote will be counted automatically without any further action on your part. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may vote virtually by clicking the Vote icon on the left side of your screen once the polls are open. Number five, when you are asked to vote, you will only have a certain amount of time to do so when the polls are open. Now, we will proceed with the formal portion of today's meeting.
With your approval, I will ask Zachary Cavarson of Norton Rose Fulbright Canada LLP to act as Secretary of the meeting and request Rosa Garofalo of the TSX Trust Company to act as scrutineer. The scrutineer will report on the number of shareholders present in person, the number of shares presented in person or by proxy, and will report on the votes cast in connection with the business of this meeting. The notice of the meeting, together with the management information circular describing the business of the meeting and the form of the proxy, and the voting instructions form, have been properly sent to the shareholders of the corporation, as well as to each director of the corporation and auditors. We ask that the secretary file a copy of such declaration with the minutes of today's meeting.
Before we proceed to pass the resolution, I'd like to comment on our voting procedures. Each share confers upon its holder one vote on all matters to come before the meeting. Only shareholders of record as of August 19th, 2022, or their proxies, are entitled to take part in and vote at this meeting. I've been advised that there is a quorum present, and proof of notice calling this meeting has been given in accordance with the corporation's bylaws and Business Corporations Act (Ontario). I now declare that the meeting is regularly called and properly constituted for the transaction of the business, and instruct the secretary to attach the confirmation of mailing as an exhibit to the minutes of the meeting. As mentioned, voting today will be conducted by electronic ballot.
I will now take a moment to ask that the balloting be open to registered holders and appointed proxy holders. The polls are now open, and at this point, all registered holders and proxy holders who have properly logged in with their control numbers and username in which to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by clicking on the Vote icon on the left side of your screen and casting your vote accordingly. We will now discuss each item of the business on the agenda for today's meeting. The first item of business is the presentation of the corporation's annual consolidated financial statements and the auditor's report thereon. The auditor's report is available for inspection by shareholders at the corporation's profile on SEDAR.
Unless there is a request that the report be read, we will continue with the next item of business. It is now in order to proceed with the setting of the number of directors for the ensuing year at five. Accordingly, will someone make a motion to set the number of directors for the ensuing year at five?
I move to set the number of directors for the ensuing year at 5.
I second.
It has now been moved and seconded that the number of directors for the ensuing year be set at five. It is now in order to proceed with the election of the five directors for the ensuing year. The nominees and management, as disclosed in the information circular, are as follows: Daniel Argiros, Wade Burton, Robert Klopot, Leland Verner, Emmanuel Mounouchos. The form of proxy allows shareholders to direct proxy holders to vote individually for each of the nominees named as director. Accordingly, would someone make a motion for each person nominated by the management to be elected as a director on an individual basis?
May I have a motion to elect Emmanuel Mounouchos as a director?
I hereby move that Emmanuel Mounouchos be elected as a director of the corporation to hold office until the next annual meeting or until his successor is elected or appointed. I so second.
May I have a motion to elect Daniel Argiros as a director?
I hereby move that Daniel Argiros be elected as a director of the corporation to hold office until the next annual meeting or until his successor is elected or appointed.
I second.
May I have a motion to elect Wade Burton as a director?
I hereby move that Wade Burton be elected as a director of the corporation to hold office until the next annual meeting or until his successor is elected or appointed.
I second.
May I have a motion to elect Robert Klopot as a director?
I hereby move that Robert Klopot be elected as a director of the corporation to hold office until the next annual meeting or until his successor is elected or appointed.
I second.
May I have a motion to elect Leland Verner as a director?
I hereby move that Leland Verner be elected as a director of the corporation to hold office until the next annual meeting or until the successor is elected or appointed. I second.
Good. The next item of business is the approval of the resolution appointing the auditors of the corporation for the ensuing year and authorizing the directors to fix their remuneration. Would someone therefore make a motion for the appointment of the auditors and authorizing the directors to fix their remuneration?
I move that RSM Canada LLP Chartered Accountants be reappointed as the auditors of the corporation for the ensuing year to serve at the remuneration as may be fixed by the board of directors.
I second.
It has now been moved and seconded that the RSM Canada LLP be reappointed as the auditors of the corporation for the ensuing year to serve at such remuneration as may be fixed by the board of directors. The next item of business is the approval of the resolution approving an amended and restated 10% rolling stock option plan of the corporation due to recent amendments to the TSX Venture Exchange policies, as more particularly described in the information circular. Would someone therefore make a motion for the approval of the amended and restated 10% rolling stock option plan of the corporation?
I move to approve the amended and restated 10% rolling stock option plan of the corporation.
I second.
It has now been moved and seconded that the corporation's amended and restated 10% rolling stock option plan be approved. The next item of business is the approval of the special resolution approving the change of the corporation name from Avante Logixx Inc. to Avante Corp., as more particularly described in the information circular. Would someone therefore make a motion for the approval, a change of the corporation name from Avante Logixx Inc. to Avante Corp.?
I move to approve the change of the corporation's name from Avante Logixx Inc. to Avante Corp.
I so second.
It has now been moved and seconded that the corporation's name change from Avante Logixx Inc. to Avante Corp. be approved. If you have not already done so, please register your votes by clicking on the Vote icon on the left side of your screen and casting your vote accordingly. It is 10:13 A.M. We will provide registered shareholders and newly appointed proxy holders approximately 20 seconds to complete the electronic ballots. Once the electronic ballot closes, the voting page will disappear, and your votes will automatically be submitted. The polls are now closed.
Based on the proxies provided prior to the meeting and the preliminary scrutineer's report received, I confirm that all resolutions have passed. A press release will be issued later today announcing the results of the meeting.
The formal items of business as set out in the notice of the meeting have now been dealt with. I will now pause for a moment for any outstanding questions to be submitted. I confirm that we have not received any questions. On behalf of the board and management of the company, I would like to thank everyone for attending today.
Ladies and gentlemen, as the meeting is now concluded, you may now disconnect.