Avante Corp. (XX) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General & 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 the business as if you're 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 form before submitting your question. In particular, please identify whether your question relates to a motion being considered or 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 online 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 instructions, 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 the 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 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 DeFlece, shareholder and management consultant. In accordance with the bylaws of the corporation, I will preside as Chair of the meeting. I hereby appoint Paul Fitzgerald of Norton Rose Fulbright Canada LLP to act as a Secretary for the meeting. I appoint Rosa Garofalo of TSX Trust Company to act as scrutineer for the meeting. The notice and access notification and the form of proxy were mailed on September 22, 2023 to all shareholders of record as of September 11, 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 2 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 preliminary scrutineer report and it shows that there are at least 2 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 will also note that under the applicable Corporate Law, Corporation 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 DeFlece 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 31, 2023, together with the report of the auditors thereon. These financial statements were previously made available to shareholders through the notice and access system and I now place them before the shareholders. Are there any questions for financial statements or the auditor's 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 31, 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 5, 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 advanced 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 Dan 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 5 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 successor is duly elected or appointed.

I second the motion.

We will now address any questions or comments from the shareholders or proxy holders 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 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 were to change one or more votes. And if you have been appointed as a proxy holder, 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.