Good morning, and welcome to the twenty twenty Aurinia Pharmaceuticals Incorporated Annual General and Special Meeting. The meeting will now come to order. My name is Peter Greenleaf, and I'm the president and chief executive officer of the corporation. Pursuant to the bylaws of the corporation, I will be acting as a chairman of the meeting. As you know, we took the initiative to move to a virtual format for our annual general meeting this year in response to the COVID nineteen global pandemic to ensure the health and safety of our shareholders, our employees, the general community.
In addition to tabling our financial statements, there are eight motions that we will be voting on today. Once all of the motions have been voted on, we will announce our preliminary voting results, and the business of the meeting will officially come to a close. I will ask Steven Robertson, our corporate secretary of the company, to act as secretary for this meeting, and I will ask Kyle Gould of Computershare Investor Services Incorporated to ask act as scrutineer of the meeting. Would the secretary please assure us that the annual general and special meeting has been properly called.
I have before me an affidavit of a representative of Datacore Mail Management l t, attesting that the notice calling this annual general and special meeting, together with management's information circular and form of proxy, delivered in accordance with the Business Corporations Act of Alberta and applicable securities laws. Therefore, mister chairman, this annual general and special meeting has been properly
consent of the meeting, I will dispense with the reading of the formal notice of meeting that was sent to shareholders on 04/28/2020. Are there any objections?
We will be pausing for approximately one minute to allow shareholders or proxy holders to submit any objections. We will also be taking similar pauses for questions and discussions at various times throughout this meeting. There are no objections.
According to the corporation's bylaws, quorum of the meeting is two shareholders present in person or proxy holding in the aggregate not less than 10% of the outstanding shares of the corporation carrying the right to vote at this meeting. We have the necessary quorum. The preliminary scrutineer's report indicates that 83.17% of shares are represented here today at this meeting. I adopt the scrutineer's report on attendance and declare accordingly that the quorum is present. I now declare that the annual general and special meeting is regularly called and properly constituted for the transaction of business.
But before commencing with the business of the meeting, I would like to ask the secretary to explain the voting procedures to be followed
There is one outstanding class of shares in the corporation, common shares, which are entitled to vote. The holders of common shares are entitled to one vote for each common share held. Voting for each resolution will be by an online voting mechanism. Only registered shareholders or validly appointed proxy will vote. The online voting mechanism 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. Voting will remain open until the chairman declares the polls closed. You will see a voting icon on your screen and the resolution wording will be displayed. To vote, select one of the voting options. Your response will be highlighted.
A confirmation message will appear to show that your vote has been received. In order for your vote to be properly recorded, it is report important that you remain connected to the Internet at all times. If you are not connected, your vote will not be recorded. If you previously voted by completing and delivering a proxy and a choice was specified in the proxy, you should not cast another vote unless you wish to revoke your proxy. Now, let me explain the procedure for asking questions.
Again, only registered shareholders or validly appointed proxy holders are permitted to ask questions. To wish to ask a question, please select the messaging icon and type your question within the chat box at the bottom of the messaging screen. Click the send button, and you should receive a confirmation that your message has been received. If you have a question related to the resolution that is being discussed, please submit it at that time. If you have a general question that is not related to the resolutions, please wait until after the formal business of the meeting to submit your question.
We've asked Steven Robertson, a proxy holder, to make motions today, and I will be seconding motions. This is intended to make the meeting flow more smoothly. Voting for all eight items of the business is now open. Please feel free to vote at any time prior to voting being closed for each respective matter. Before voting voting on the first item of business, I'd like to table the audited financial statements of the corporation and the report of the auditors thereon for the fiscal year ended December 3139.
Copies of the audited financial statements and auditor's report were made available shareholders and were filed under the corporation's profile on both SEDAR and EDGAR and posted on the corporation's website on 03/05/2020. Additional copies are available by sending an email request to us at agm@AuriniaPharma.com. Unless there are other questions arising from the audited financial statements and auditor's report, I shall consider them received by shareholders as submitted to this meeting.
There are no questions at this time.
First item of biz the first item of business is to fix the number of directors of the corporation at nine. May we please have a motion that the number of directors on the board of directors be fixed at nine?
So move.
I second the motion. Is there any discussion on the motion?
There is no discussion at this time.
As there is no discussion, if you have not already, please cast your vote on the motion that the number of directors of the corporation be fixed at nine. Based on the votes available to me, I declare the motion carried by the requisite majority. It's now in order to proceed with the second item of business, the election of directors of the meeting for the upcoming year. Management's information circular dated 05/29/2020, which was mailed to shareholders, contains the names and information about management's nine nominees to the Board of Directors. There are nine positions to be filled, each until the next annual meeting, and there were no further nominations that have been made in accordance with the advanced notice provisions of the bylaws of the corporation.
Accordingly, may we please have a motion that George m Milne, Peter Greenleaf, David r w Jane, Joseph p Hagen, Michael Hayden, Daniel G. Billen, R. Hector Mackay Dunn, Jill Leversaj, and Timothy P. Walbert be elected to hold office until the next annual meeting of shareholders?
So moved.
I'd like to second the motion. Is there any discussion on the motion?
There is no discussion at this time.
As there is no discussion, if you have not already, we would ask you to please cast your votes for the election of directors. Voting for each nominee will be conducted individually, so please scroll down to ensure that you have voted on all nine nominees. Based on the votes available to me, I declare that each of George M Milne, Peter Greenleaf, David R. W. Jane, Joseph P.
Hagen, Michael Hayden, Daniel G. Billen, R. Hector Mackay Dunn, Jill Leversaj, and Timothy P. Walbert are all elected to hold office as directors until the next annual meeting of shareholders. The third item of business on the docket is to appoint the appointment of auditors.
May we please have a motion that PricewaterhouseCoopers LLP, chartered professional accountants be appointed as auditors of the corporation for the ensuing year?
So moved.
I'd like to second the motion. Is there any discussion on the motion?
There is no discussion at this time.
As there is no discussion, if you have not already, please cast your vote on the appointment of PricewaterhouseCoopers LLP chartered professional accountants as auditors of the corporation for the ensuing year. And based on the votes available to me, I declare the motion carried by the requisite majority. The fourth item of business today is the advisory vote on executive compensation. Accordingly, may we please have a motion to approve on an advisory basis not to diminish the role and responsibilities of the board of directors, the approach to executive compensation as disclosed in management's information circular for this meeting?
So moved.
I second the motion. Is there any discussion on the motion?
There is no discussion at this time.
So as there is no discussion, if you've not already, we would ask you to please cast your vote to approve on an advisory basis the approach to executive compensation. And based on the votes available to me, I declare the motion carried by the requisite majority. The fifth item of business is to consider the corporation's amended and restated bylaw number two to allow the corporation to hold fully virtual shareholder meetings and shareholder meetings outside of Alberta. Accordingly, may we please have a motion to approve an ordinary resolution ratifying and confirming and approving the corporation's amended and restated bylaw number two as adopted by the corporation's board of directors to allow the corporation to hold fully virtual shareholder meetings and shareholder meetings outside of Alberta, among other amendments as set forth in the management's information circular for this meeting.
So moved.
I'd like to second the motion. Is there any discussion on the motion?
There is no discussion at this time.
As there is no discussion, if you've not already, please cast your vote on the approval of the corporation's amended and restated bylaw number two. And based on the votes available to me right now, I declare the motion carried by the requisite majority. Moving on to the sixth item of business. The sixth item of business is to consider an amendment to the articles of amalgamation of the corporation. Accordingly, may we please have a motion to approve a special resolution amending the articles of amalgamation of the corporation to allow meetings of shareholders to be held outside of Alberta as set forth in management's information circular for this meeting?
So moved.
I would like to second the motion. Is there any discussion on the motion?
There is discussion at this time.
As there is no discussion, if you have not already, we would ask that you please cash your vote to approve the special resolution amending the articles of amalgamation of the corporation. And based on the votes available to me, I declare the motion carried by the requisite majority. The seventh item of business is to consider approving the unallocated entitlements under the corporation's stock option plan. Accordingly, may we please have a motion to approve an ordinary resolution approving all unallocated entitlements under the corporation stock option plan as set out in management's information circular for this meeting?
So moved.
I'd like to second the motion. Is there any discussion on the motion at this time?
There is no discussion at this time.
As there is no discussion, if you have not already, please cast your vote to approve the unallocated entitlements under the corporation's stock option plan. This resolution is proceeding by way of ballot. And based on the votes available to me, I declare the motion carried by the requisite majority. The eighth item of business today is to consider the amendments to the corporation's stock option plan. Accordingly, may we please have a motion to approve an ordinary resolution ratifying, confirming, and approving amendments to the corporation's stock option plan as adopted by the board to expand the type of equity based awards available to grant as set forth in management's information circular for this meeting.
So moved.
I'd like to second the motion. Is there any discussion on the motion?
No discussion at this time.
As there is no discussion, if you have not already, we would ask you to please cast your vote on the amendments to the corporation's stock option plan to expand the type of equity based awards available to Grant. As mentioned, this resolution is proceeding by way of ballot. And based on the votes available to me, I declare the motion carried by the requisite majority. I now declare all polls closed. The scrutineers will tabulate the results, and the official results of the meeting will be available on sedar.com following today's meeting.
This concludes all matters set out in the notice of meeting. I would ask if there is any other further business.
No further has been raised.
As there is no further business, with the consent of the meeting, I declare the formal portion of this annual general and special meeting of the corporation concluded. And at this time, I invite shareholders and proxy holders to submit any questions for Aurinia online. You can select the messaging icon on the bottom of your screen and type your question or comment in the chat box at the bottom of your messaging screen. Please remember to press send, and you should receive a confirmation that your question was received.
There are no questions.
On behalf of management, our board of directors, and all of Aurinia's employees, I'd like to thank you all for your continued support. Thank you, and please stay safe,