Morning. I'm pleased to welcome all of you to the annual general meeting of Taiga Motors Corporation. The meeting will now come to order. The meeting will be conducted in French and English. Simultaneous translation has been made available on our online platform. You may address the chair in French or in English. My name is Andrew Lapham, and I'm the Chairman of the Board. Before we proceed with the formal business of todays meeting, I would like to introduce the other director nominees and members of management of Taiga Motors Corporation who have joined us for todays meeting. Samuel Bruneau, Director and Chief Executive Officer. Anne Darche, Director. Michael Fizzell, Director. Martin Picard, Director. Francis Séguin, Director. Timothy Tokarsky, Director. Paul Achard, Chief of Engineering. Gabriel Bernatchez, Chief Technology Officer. Eric Bussières, Chief Financial Officer. Anne-Isabelle Clément-Dalphond, General Counsel and Corporate Secretary. Shahroz Hussain, Director of Investor Relations. I will act as Chairman of the meeting and will ask Anne, General Counsel and Corporate Secretary of the corporation, to act as secretary for this meeting. Bryce Dougherty of Odyssey Trust Company for Taiga Motors will act as scrutineer. I'm pleased that we're able to connect with you today. The virtual format of this meeting is meant to allow participation electronically and to mitigate health and safety risks. Our goal is to ensure that our registered shareholders and proxy holders are able to participate fully in the meeting as if you were attending the meeting in person. If you have a question or comment, please select the messaging icon at the top of your screen, type your question or comment in the text box at the bottom of the messaging screen, and click the send button. Please read the instructions in the text box before submitting your question or comment. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting. As always, questions and comments should relate to the business or affairs of the corporation that are being put forth for consideration at todays meeting, and not be of a personal nature or related to material non-public information. In order to allow the company to answer as many questions as possible from shareholders, please ensure your questions are succinct and cover only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related, may be grouped, summarized, or answered together. Please submit any questions or comments as early as possible to allow us time to receive the question or comment. In the event that we are unable to address your question or comment during the meeting, a member of management will follow up directly with you after the meeting. Shareholders may vote via the online platform. Online voting will be open throughout 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. When virtual voting has opened, a polling icon will appear in the navigation bar at the top of your screen. The resolutions and voting choices will then be displayed. After you vote, a message confirming that your vote has been received will appear. Your vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press Cancel. We welcome any guests to the meeting who are not registered shareholders or proxy holders, and thank you for your interest in Taiga Motors Corporation. I wish to remind you that only registered shareholders and proxy holders, as at the record date for this meeting, who contacted Odyssey in advance of the meeting to receive their 12-digit proxy holder number, are entitled to participate in the meeting, vote and ask questions. Voting online today during the meeting will have the effect of revoking any previously submitted proxy. If you have already voted by proxy and do not wish to change your vote, you do not need to vote during todays meeting. All proxies received in advance of todays meeting have been verified and tabulated by the scrutineer. Based on the proxies deposited in advance of this meeting, representing over 32% of the issued and outstanding shares of the company, the outcome of each item of business is expected to be consistent with management's recommendations as set out in the circular. After my introductory remarks, we will proceed through the items of business to be conducted at this meeting. The results of the voting will be held until the end of the meeting in order to permit time for live voting and tabulation during the meeting. I will now table proof that the notice calling this meeting, together with all documents in respect of this meeting, were sent to shareholders of record in advance of this meeting. The declaration of mailing is available for inspection by any shareholder by contacting the company, and I ask that the secretary file a copy of such declaration with the minutes of todays meeting. Will the Secretary please report on the attendance at todays meeting? May I ask the Secretary to please report on the attendance at todays meeting? At least 33 shareholders are present today or represented by proxy, representing 10,932,000 shares or 32.94% of shares issued of Taiga Motors Corporation. Thank you. There is a quorum present for this meeting. I ask the Secretary to append the scrutineer's report as a schedule to the minutes of this meeting. I therefore declare that the meeting is regularly called and constituted for the transaction of business. In order to facilitate the business of todays meeting, we have asked certain shareholders and proxy holders to make motions today. Online voting on all matters of business to be put forth at todays meeting is now open through the virtual platform. We will now turn to the business of todays meeting. First, I submit the company's audited consolidated financial statements and the auditor's report for the year ended 31st December, 2022 to this meeting. These statements have been reviewed and approved by the company's audit committee and board of directors. We will now pause briefly to address any questions or comments from shareholders or proxy holders that are directly related to the financial statements. Have any questions come in through the online platform? We have received no question on this point. Thank you. We will now proceed with the election of directors. As determined by the board, the number of directors to be elected at this meeting is seven. The management information circular contains the names and backgrounds of the individuals that have been nominated by the company for election until close of business of the next annual general meeting. I would ask Paul Achard to read the names of the nominees. I hereby nominate the following individuals named in the company's management information circular as directors of the company until the close of the next annual general meeting. Andrew Lapham, Samuel Bruneau, Anne Darche, Michael Fizzell, Martin Picard, Francis Séguin, and Timothy Tokarsky. Seven individuals have been duly nominated. Are there any other nominations? There being no other nominations, I declare that nominations are closed. I now ask for a motion that the seven individuals nominated for election as directors be elected as directors of the company until the close of the next annual general meeting. I move. I second the motion. You have heard the motion. We will now pause briefly to address any questions or comments from shareholders or proxy holders that are directly related to the election of directors. Have any questions come in through the online platform? We have received no questions online on this item. Thank you. Online voting is open, and we will invite shareholders and proxy holders 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. The next item of business is the appointment of the auditors. I ask for a motion that KPMG LLP be appointed auditors of the company to hold office until the next annual general meeting, and that the directors be authorized to fix their remuneration. Mr. Chairman. I so move. I second. You've heard the motion. We will now pause briefly to address any questions or comments from shareholders or proxy holders that are directly related to the appointment of the auditors. Have any questions come in through the online portal? We have received no questions online on this item. Thank you. Online voting is open, and we invite shareholders and proxy holders 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. The next item of business is the repricing of options under the company's omnibus incentive plan. The board has approved the repricing of options issued under the company's omnibus incentive plan to employees, including to employees who are insiders, subject to disinterested shareholder approval in the case of repriced options issued to insiders and approval from the TSX. Options represent a critical component of the company's compensation philosophy. The company believes that its executives and employees should be motivated to increase not only corporate profits, but also the value of its equity over the long term. Options serve to incentivize their recipients toward achieving this objective and are a key component of the compensation of executives. The company's GHRC committee believes that incentive compensation in the form of option grants is and has been beneficial and necessary to attract and retain senior executives, given the significant compensation levels its executives were earning and could earn at other companies. Many of these options may no longer act as a meaningful incentive given the company's current stock price. Repricing these options will ensure that these employees are incentivized to continue to be dedicated to the company's business within a challenging operating environment and will allow for the retention of talented executive-level employees. Additionally, if these options are repriced so as to once again act as an incentive, it will allow the company to better manage its compensation costs in a challenging commodity price environment. I ask for a motion that the following ordinary resolution be adopted. The exercise price for 490,060 options held by insiders, particulars of which are set forth in the management information circular of the company dated May 19, 2023, be reduced to the greater of CAD 1.60 and a price equal to the volume weighted average trading price of the shares on the Toronto Stock Exchange for the five trading days immediately preceding the meeting. Or should any of such trading day fall within a blackout period, on the five trading days following the end of such blackout period, the whole as more fully described in the circular. The disinterested shareholders of the company expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard. Any director or officer of the company is authorized and directed on behalf of the company to take all necessary steps and proceedings and to execute, deliver, and file any and all declarations, agreements, documents, other instruments, and do all such other acts and things, whether under corporate seal of the company or otherwise, that may be necessary or desirable to give effect to this company resolution, including any acts and things necessary to obtain the approval of the Toronto Stock Exchange. I so move. I second the motion. You have heard the motion. We will now pause briefly to address any questions or comments from shareholders or proxy holders that are directly related to the repricing of options. Have any questions come in through the online portal? We have received no questions online on this item. Thank you. Online voting is open, and we invite shareholders and proxy holders 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. As we have now dealt with all business items on the agenda, I declare voting on all matters closed. I understand that the scrutineer has a preliminary tabulation of votes cast in respect of each of the items of business submitted to todays meeting. We will now turn to the results of the meeting based on the preliminary report from the scrutineer. Regarding the election of directors, a substantial majority of the votes cast at the meeting were voted in favor of the seven nominees named in the management information circular. As a result, I declare that the seven director nominees named in the management information circular have been duly elected as directors of the company for the ensuing year. With respect to the appointment of the auditors of the company, a substantial majority of the votes cast at the meeting were voted in favor of the appointment of the auditors. Therefore, I declare that KPMG LLP have been duly appointed as the auditors of the corporation. With respect to the repricing of options issued to insiders, a substantial majority of the votes cast at the meeting were voted in favor of the repricing. Therefore, I declare that the exercise price for 490,060 options held by insiders, particulars of which are set forth in the management information circular of the company dated 19th May, 2023, are reduced to the greater of CAD 1.60 or a price equal to the volume weighted average trading price of the shares on the Toronto Stock Exchange for the five trading days immediately preceding the meeting, or should any of such trading day fall within a blackout period, then the five trading days following the end of such blackout period. The whole as more fully described in the circular. As required by securities laws, we will issue our detailed report on voting results for the election of directors after this meeting. I will now ask Taiga Motors Corporation CEO, Samuel Bruneau, to address the audience. Thank you Andrew, and thank you everyone. The past year has been fundamental for Taiga. Despite the considerable obstacles we had to overcome, we delivered the world's first certified production of electric watercraft and snowmobiles, won several coveted awards, launched our direct to consumer hybrid distribution model, and secured additional funding to advance our mission. Our achievements are a testament not only to the technological innovation of our products, but also to our Taiga team, which is helping to accelerate the electrification of motorsports. We are sparing no effort to speed up our production, which includes improving the design of our vehicles to optimize assembly. As I've said before, nothing is easy when you're building the very first products in an industry. The vertically integrated approach to design, engineering, and manufacturing is technologically complex and requires herculean efforts from all Taiga's departments to take it forward. Although the early days of such an integrated approach presented a high degree of complexity, we are already seeing the benefits, and we continue to see an acceleration in our production. 2023 will undoubtedly be a pivotal year at Taiga, and we'll be keeping our focus on our three strategic priorities to ensure our success. First, we're aiming to step up our production, and we're on the right track with twice as many vehicles produced to date in 2023 compared with the whole of 2022. Second, we're seeking to establish a world-class customer experience, in particular by expanding our network of Taiga service providers, which today includes 14 providers in 18 locations across Canada and the United States who help us deliver our products and serve our customers. Third, we're determined to perfect our technological edge in the electrification of off-road vehicles, especially as we prepare to launch our third model this summer, the Orca Performance, which has undergone major improvements in manufacturing efficiency, enabling the transition to electrification of mass market personal watercraft at a cost competitive with internal combustion models. We have also made several technological advances that we will apply to the 2023 and 2024 models. These include enhanced live fast charging capabilities for our vehicles, refinement to our proprietary integrated powertrain, and many other projects that push the boundaries in motorsports. Earlier this year, we completed a CAD 46.75 million private placement of secured convertible debentures. After a rigorous process, we found a financing solution that meets Taiga's needs. This was no easy task, especially given the current financial market environment. Following a lengthy period of negotiations with various parties, we were able to reach a competitive agreement with Northern Private Capital, currently Taiga's largest institutional shareholder and a key player in the realization of our vision, and with Investissement Québec, which provided us with essential support at a pivotal time for the company. These funds will be used to realize our vision, invest in accelerating our production, and execute our 2023 business plan. We are grateful for their support as we pursue our mission of electrifying off-highway vehicles. We're still in the early stages of our journey to push the boundaries of technology. We are leaders in the electrification of off-road vehicles, and we will continue to intensify our production. Our plan to introduce new models, including the PWC Orca Performance and Orca Sport, will help make our technology more readily available to the general public. I'm extremely proud of our team, its dedication and efforts, and I thank all our investors for believing in our common vision despite the challenges presented by the electrification of the off-road segment. We look forward to seeing you on the water someday. Thank you Sam. Do we have any questions coming through the online portal? No, we have received no questions online. There is no further business that has been brought before the meeting. I declare the meeting terminated. Thank you all very much for your participation at this meeting.
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