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

Hello, and welcome to the Annual Meeting of Shareholders of Baylin Technologies Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use the same. If you disclose personal information to another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal from all appropriate presents before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jeffrey Royer, Chairman of the Board of Directors. The floor is yours.

Good morning, ladies and gentlemen. My name is Jeffrey Royer, Chairman of the Board of Directors of Baylin Technologies, Inc. And it is my pleasure to welcome you to the 2024 Annual Meeting of Shareholders of Baylin. We are again holding our Annual Meeting as a virtual-only meeting by way of live audio webcast. The format went smoothly last year and are continuing to follow the same format this year. 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. For those who have not yet voted, I encourage you to vote now. Questions can also only be submitted in writing through our voting platform. If you are a registered shareholder or proxy holder and wish to ask a question relating to a motion, please start your question by identifying the motion, so we can address your question at the appropriate time in the meeting. To ask question, click the question icon at the top of the voting platform page, type in your question in the text box at the bottom of the messaging screen and then click the send button. We will receive the questions and read them out loud so that everyone participating in the meeting is aware of the question being addressed. If 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. The meeting will now come 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 a scrutineer. In order to facilitate the business of the meeting, we have arrange 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 provided that votes are not changed during the meeting. Notice of the meeting having been duly given and 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 consolidated financial statements for the year ended December 31, 2023, together with the audit report thereon. Number two, to elect 7 (sic) [ 8 ] Directors of the company for the ensuing year; and number three, to appoint RSM Canada, as the auditors of the company for the ensuing year and to authorize the directors to fix their remuneration. First item of business is to place the 2023 audited consolidated financial statements before the meeting. No vote is required on this matter. Copies of the statements can be found on SEDAR+ or on our website. We will now proceed with the election of directors. The number of directors to be elected at the meeting is 8. The company's advanced notice bylaw provides that only individuals nominated in accordance with provisions of the bylaws governing the nomination of directors are eligible to be nominated for election to the Board of Directors. Other than the nominees identified in the Management Information Circular for the meeting, the company did not receive any nominations for directors. 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. Leighton Carroll, Janice Davis; Bejoy Pankajakshan, Barry Reiter; Jeffrey Royer; David Saska; Donald Simmons, Harold Wolkin. May I have a motion for the election of those nominated as directors.

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 submitting?

None were submitted.

Thank you. We will now proceed with the vote. Remember, we have already voted in advance and do not wish to change your vote, no further action is required. I will now pause to allow the voting. [Voting]

Moving. Okay. The next item of business is the appointment of the auditors. May I have 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 the directors to fix their remuneration.

I so move.

May I have the seconder.

I second the motion.

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

Not were submitted.

Thank you. 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 pause to allow voting. [Voting]

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, do you have the preliminary results of the voting?

Yes, I do. I received confirmation from the scrutineers that the motions for the election of each of the nominees for director and for the appointment of RSM as auditor have passed.

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 -- business portion of the meeting, and I ask for a motion to terminate the meeting.

I so move.

May I have a seconder.

I second the motion.

With the consent of the meeting, the motion is carried. I declare the meeting terminated, and thank you for attending.

This concludes the meeting. You may now disconnect.