Baylin Technologies Inc. (BYL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Jeffrey Royer, I'm Chairman of the Board of Directors of Baylin Technologies. And it's my pleasure to welcome you to the Annual and Special Meeting of Shareholders of Baylin. This year, for the first time, we are holding our annual meeting as a virtual-only meeting by way of a live audio webcast. We've chosen this format due to the ongoing COVID-19 pandemic in order to mitigate risks to the health and safety of our shareholders, employees and other stakeholders. I would like to acknowledge all of those affected, and I'd like to thank our employees, management team and directors for their part in protecting the health and safety of the public and of our employees. Before we begin with the formal business part of the meeting, I will provide some comments on voting and questions at today's meeting. As a reminder, only registered shareholders and duly appointed proxy holders can vote or ask questions. Voting can only be done through our virtual voting platform. If you are a registered shareholder or proxy holder and wish to vote click the voting icon at the top of the webcast page. Voting can be completed at any time from now until the completion of each item of business. If you have already voted and do not wish to change your vote, you do not need to vote again during the meeting. Those who have not yet voted, I encourage you to vote now. Questions can also be submitted in writing through our voting platform. If you are a registered shareholder or proxy holder and wish to ask a question related to a motion. Please start your question by identifying the motion so that we can address your question at the appropriate time of the meeting. [Operator Instructions] We will receive the questions and read them allowed so that everyone participating in the meeting is aware of the question being addressed. We have a number of questions that are the same or very similar, we will consolidate the questions. If you have questions, we encourage you to submit them now. I will now call the meeting to order. I will act as Chair of the meeting, and I ask Philip Mohtadi to act as Secretary. I appoint Computershare Investor Services, our registrar and transfer agent to act as scrutineer. In order to facilitate the business of the meeting, we have arranged with a number of persons to move and second the resolutions. The Secretary has advised me that the notice calling the meeting, together with the Management Information Circular and form of proxy have been sent to the directors, the auditors and registered shareholders of the company. The Secretary will append the declaration of mailing to the records of the meeting. The scrutineers' report shows that a quorum is present. I've also been advised by the scrutineer that a sufficient number of votes in favor of the resolutions put forward by management have been cast in advance of the meeting to pass each resolution provides that the votes are not changed during the meeting. Notice of the meeting having been duly given a quorum being present, I declare that the meeting is duly constituted for the transaction of business. The items of business to be conducted today are number one, to present the company's audited annual consolidated financial statements for the year ended December 31, 2020, together with the auditor's report thereon. And number two, to elect 7 directors of the company for the ensuing year. Number three, to appoint RSM Canada LLP as the auditors of the company for the ensuing year and to authorize the directors to fix their remuneration. And number four, to approve an amendment to the company's convertible [Audio Gap] First item of business is to place the financial statements before the meeting. No vote is required on this matter. Copies of the statement can be found on the SEDAR website or on our company website. Item #2, we will now proceed to with the election of directors. The number of directors to be elected at the meeting is 7. The company's advanced notice bylaw provides that only individuals nominated in accordance with the provisions of the bylaw governing our next directors are eligible to be nominated for election to the Board of Directors. Other than the nominees identified in the management information for the meeting, the company did not receive any nominations for director. Therefore, I nominate the following individuals for election as directors of the company to hold office for the ensuing year or until their successors are elected or appointed: Janice Davis; Randy Dewey; Barry Reiter; Jeffrey Royer; David Saska; Don Simmonds; and Harold Wolkin. May I have a motion for the election of those nominated as directors.

I so move.

May I have a seconder, please?

I second the motion.

Thank you. Can the secretary please advise if any questions specific to this motion were submitted?

None were submitted.

Thank you very much. We will now proceed with the vote. Remember, if you have already voted in advance and do not wish to change your vote, no further action is required. I will now pause for a moment to give each of the attendees, a chance to vote or change the vote if they wish to. We'll wait about 15 seconds. [Voting]

Okay. The voting has been completed for that. The next item is the appointment of RSM Canada LLP as our auditors. I ask for a motion appointing RSM Canada LLP as auditors of the company to hold office for the ensuing year or until their successor is appointed and authorizing directors to fix their remuneration

I so move.

Thank you. May I have a seconder, please?

I second the motion.

Thank you. Can the secretary please advise if any questions specific to this motion were submitted.

None were submitted.

Thank you, Mr. Secretary. We will now proceed with the vote. Remember, if you have already voted in advance and do not wish to change your vote, no further action is required. Again, I will pause for 15 seconds to permit everyone in the meeting to change their vote or to complete their vote. [Voting]

Okay. And the boarding has been completed for this matter. Thank you. The next item on the agenda is the amendment to the convertible debentures. The next item of business approval of an amendment to the converting ventures. If approved, this amendment will reduce for a period of 30 days, the conversion price of the convertible debentures from $3.85 which is the third conversion price to a current market price and the common shares at the time the amendment becomes effective. Details of the proposals amendment are set out in the management information segment. Reminder, [indiscernible] Toronto Stock Exchange rules, the amendment must be approved by a majority of disinterested votes cast at the meeting, meaning that the [indiscernible] held by or over which control or direction is exercised by any insider of the company who also holds debentures will be excluded from the vote. I ask for a motion in the form of the debenture resolution as set out in the management information circular to approve the amendment to the convertible debentures.

I so move.

May I have a seconder?

I second the motion.

Thank you. Can the secretary, please advise if any questions specific to this motion were submitted.

None were submitted.

Thank you, Mr. Secretary. We will now proceed with the vote. If you -- remember, if you have already voted in advance and do not wish to change your vote, no further action is required. Again, I will pause for 15 seconds to remit everybody to complete their voting process. [Voting]

Okay. I will call for an end to the voting process at this time. There are no other items of business for which a vote is required. We will now proceed to announce the results of the meeting, Mr. Mohtadi, I'm sorry, would you -- do you have the preliminary results of the voting?

Thank you, Mr. Chairman. I do. I've received confirmation from the scrutineer that each of the motions passed, including the election of each of the nominees for director and also on a disinterested basis, the debenture resolution approving the amendment to the convertible debentures.

Thank you. I declare each of the resolutions considered at today's meeting carried. The exact number of votes will be publicly announced and filed on SEDAR in due course. There is no further business to be brought before the meeting. Therefore, this concludes the formal portion of the meeting, and I will ask for a motion to terminate the meeting.

I so move.

May I please have a seconder?

I second the motion.

With the consent of the meeting, the motion is carried. I declare the meeting terminated. Thank you to each of you for attending. For those who are interested, we will be posting on our company website, the presentation summarizing the key accomplishments and strategic developments for 2020. There's also an option under the Investor section of our website to submit questions for the company. And if you have any, please feel free to do so, and we will endeavor to respond to each of your questions. Thank you for your support, and we'll now call the end of the meeting. Good day. Goodbye.

This concludes the meeting. You may now disconnect.