Good afternoon, ladies and gentlemen, and welcome to the Indiva Limited Annual General Meeting. If at any time during this call you need assistance, please press star zero for the operator. This call is being recorded on Tuesday, 18th of July, 2023. I would now like to turn the conference over to Niel Marotta, CEO of Indiva. Please go ahead. Good afternoon, everyone. Welcome to the Indiva annual meeting. I'll now call this meeting to order. Welcome to the annual meeting of shareholders of Indiva Limited, hereafter referred to as the corporation. My name is Niel Marotta, Chief Executive Officer and Director of the Corporation. With the consent of the meeting, I shall act as chair of this meeting. As we did in 2022, we've decided to conduct a teleconference-only meeting this year in light of the risk of COVID, in order to protect our shareholders, employees, management, and directors. As this meeting is held by Accutel Teleconferencing, we think it's necessary to set out a few rules for the orderly conduct of the meeting. Number one, questions in respect of the motion can only be submitted by a registered shareholder or duly appointed proxyholder. Number two, when asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxyholder. Number three, general questions will only be addressed during the question period at the end of the meeting. Questions regarding procedural matters or questions that are directly related to the motions before the meeting may be addressed during the meeting. For the purposes of the meeting today, voting on all matters will be conducted by ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each item of business. When you are asked to vote, a representative from Accutel will direct you how to place your vote by telephone. Please note you'll have a limited amount of time to enter your votes by telephone when the polls are open. If you are a registered shareholder or a duly appointed proxyholder, and you have already voted, and you do not wish to change your vote, please do not vote during the telephone ballot process. We'll now proceed with the formal portion of today's meeting. I'll ask Carla Varga of Bennett Jones LLP to act as Secretary of the meeting. I will ask Marisa Bensiman of Computershare Trust Company of Canada to act as scrutineer of the meeting. Before proceeding, I'd like to introduce the remaining directors and officers of the corporation who are present today. With me is John Marotta, Andre Lafleche, Rachel Goldman, Russell Wilson, Hamish Sutherland, and James Jersch. As well, joining me is our CFO, Jennifer Welsh, and our COO, Rob Carse. In order for the meeting to cover all the business for which it is convened within a reasonable period of time, we have prearranged with certain persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to disrupt participation, but merely a way to expedite the proceedings. I would ask that general questions and comments on the current activities of the corporation and other discussions unrelated to the specific matters to be voted on at this meeting be reserved until the formal portion of the meeting is concluded. There'll be ample opportunity during the other business portion of the meeting to raise any questions, concerns, or comments you may have. Management will also be available to answer questions after the meeting, and in fact, we're holding a investor update at 4:30 P.M. The link is on our website and should have been sent to all shareholders by e-blast. Okay, moving on. Notice of this meeting was published, notice calling this meeting and the related Management Information Circular, dated June 5, 2023, and proxy forms were mailed to shareholders. I've received the statutory declaration of testing and publication of the materials and to the mailing of the materials. I direct the Secretary to attach the declaration to the minutes of the meeting, please. The bylaws of the corporation provide that a quorum for the transaction of business at any meeting of shareholders should consist of not less than two persons present and holding, representing by proxy, at least 10% of the shares entitled to vote at the meeting shall be a quorum. The scrutineer's report is complete. A quorum is present. I therefore declare this meeting to be properly constituted for the transaction of business. I now refer you to the audited consolidated financial statements of the corporation as at December 31st, 2022, together with the report of the auditor thereon. Copies of the financial statements and auditor's report were mailed to each shareholder requesting the same at the time of the mailing of the notice of this meeting, and as such, have been placed before the shareholders of the corporation. If any shareholder has any questions or comments regarding the financials, we would be pleased to address them during the Q&A period at the conclusion of the meeting. We'll now proceed with the election of the directors. In accordance with the corporation's advanced notice bylaw, outside nominations were required to be received by the corporation by June 19th, 2023. As no such nominations were received, the nominees are those persons who are nominated by management in the Management Information Circular. Management has nominated Niel Marotta, Andre Lafleche, Hamish Sutherland, John Marotta, James Jersch, Russell Wilson, and Rachel Goldman for election as directors for the ensuing year, and each has consented to act as director. I would ask someone to nominate those persons whose names appear as nominee directors in the Management Information Circular. Mr. Chair, I nominate the following for election as directors: Niel Marotta, Andre Lafleche, Hamish Sutherland, John Marotta, James Jersch, Russell Wilson, and Rachel Goldman. I second the nominations. Thank you. You have heard the motion by Jennifer Welsh and seconded by John Marotta. We will now turn the call back over to the Accutel operator to conduct the vote in the electronic call. As a reminder, if you are a registered shareholder or a duly appointed proxyholder, and you've already voted, and you do not wish to change your vote, please do not vote during the ballot process. Please press star one to vote for. Please press star two to vote withhold. We confirm that the motion has been carried. Okay, I declare the motion carries. Next item of business is the appointment of the auditor of the corporation for the ensuing year and the authorization of the directors of the corporation to fix the remuneration of such auditor. Would someone please move the adoption of a resolution appointing Ernst & Young LLP as auditors of the corporation until the close of the next annual meeting of shareholders, or until a successor is appointed, and authorizing the board of directors to fix the auditor's remuneration during this period? I so move. I second the motion. You've heard the motion by Jennifer Welsh and seconded by John Marotta. We will now turn the call back over to the operator to conduct the vote of the electronic call. Again, as a reminder, if you're a registered shareholder, or duly appointed proxy holder, and you've already voted, do not wish to change your vote, please do not vote during the ballot process. Please press star one to vote for. Please press star two to withhold. We confirm that the motion has been carried. Okay, I declare the motion carries. The next item of business is the approval of the corporation's amended and restated omnibus incentive plan, as set out in the management information circular. Pursuant to the policies of the TSX Venture Exchange, the adoption of the corporation's amended and restated omnibus incentive plan must be approved by a majority of the shareholders of the corporation. I'll now ask someone to move the confirmation and adoption of the corporation's amended and restated omnibus incentive plan, as set out in the management information circular, and to dispense with the reading of the resolution set forth in Schedule B of the management information circular. I so move. I second the motion. We've heard the motion by Jennifer Welsh and seconded by John Marotta. We'll now turn the call back to the operator to conduct voting by electronic call. If you're a registered shareholder or duly appointed proxy holder who already voted, do not wish to change your vote, please do not vote during the ballot process. Please press star one to vote for. Please press star two to vote against. We confirm that the motion has been carried. Okay, I declare the motion carries. If there's any additional business, I'll ask now. As there is no additional business, I move to conclude the formal part of this meeting. Is there any objection? I declare the formal part of this meeting concluded. The floor is open for questions from registered shareholders and duly appointed proxy holders. The operator will now direct shareholders on how to ask questions. Again, as a reminder, we will be hosting an investor update at 4:30 P.M., where you're more than welcome to ask questions there as well. That link is on our website and should have been circulated. Thank you. Ladies and gentlemen, we will now conduct the question and answer session. If you have a question, please press star followed by the number one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request. If you'd like to cancel your request, please press star two. Please ensure you lift the handset before pressing any keys. There are no further questions at this time. Please proceed. Okay. Well, thanks, everybody, for attending today. As I said, we will be hosting an investor update at 4:30 P.M. Microsoft Teams invite has been circulated, please do join us for an update on where things are at with Indiva. Thanks, everybody. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.
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