Medexus Pharmaceuticals Inc. (MDP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Peter van der Velden, and I'm the Chairman of the Board. It gives me a great pleasure to welcome my fellow shareholders, directors and guests who have joined us at this special meeting of shareholders, which is being held via live webcast due to the public health restrictions related to COVID-19. Holding our meeting virtually means that there are some differences from the way our meeting is usually conducted. However, our goal is to replicate as best as we can, the experience you would have as if the meeting was in person. A person who will be speaking -- sorry, the people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from these different locations. I will also pause at certain points during the meeting to provide an opportunity for you to vote or ask questions online. We expect the vast majority of all votes were cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with the instructions to be provided. Given the virtual format of today's meeting, in order for us to undertake the business of the meeting expeditiously, we would ask that shareholders with comments or questions on the formal business of the meeting submit their commentary question now. And during the course of this meeting, at the appropriate time, any submissions will be addressed prior to voting on the applicable motion. Now let's proceed with the business at hand. We have 1 matter or form of business to conduct and vote on today. As was more fully described in the management information circular dated January 15, 2021, the matter of today's meeting is a special resolution to amend Medexus' articles of amalgamation to permit a change in location of its registered office currently being in the province of Québec, to an address located in the province of Ontario. I will now call the meeting to order. In accordance with the Corporation's Bylaws, I will preside as Chair of this meeting, and [ Devon Reed ] will act as secretary of the meeting. I hereby appoint Laura Stone of Compushare (sic) [ Computershare ] Trust Company of Canada to act as the Scrutineer for the meeting. The Secretary has advised me that the notice calling this meeting together with the Form of the Proxy and the management information circular has been sent to each Director of the corporation, the auditors of the corporation and the shareholders of record of the corporation as at January 29, 2021, the record date of the meeting. Additional copies of these materials are also available on SEDAR and on the corporation's website. I will dispense with the reading of the notice of the special meeting. Pursuant to the corporation's bylaws, a quorum of this meeting is 2 shareholders present in person or represented by proxy who between them hold or represent not less than 5% of the shares entitled to vote at the meeting. The Scrutineer has provided me with a preliminary report regarding the shareholder attendance at the meeting, and I confirm that the requisite quorum of shareholders is present and that this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of the mailing of the notice of the special meeting received by Compushare (sic) [ Computershare ] and the Scrutineer's complete report on attendance be annexed to the meeting -- minutes of this meeting. Voting in today's meeting will be conducted by online ballot. If you are a registered shareholder or a duly appointed proxy holder that has already voted by proxy, there will be no need for you to vote online since your vote will be recorded in accordance with your proxy instructions. However, if you wish to change your vote, your previously submitted vote, you can simply vote when prompted. Once the polls have been opened, your available voting options will be visible on the voting panel accessible at the top of your screen. To submit a vote, please click on the voting choice displayed on your screen. You will see a vote received message confirming your vote has been taken. Once discussion has concluded, you will have a moment to enter your votes. I will then declare the voting closed, and the summary of results will be announced prior to the closing of the meeting. I now declare the polls open. [Voting]

In order to expedite the meeting, I have requested that certain persons make and second the formal motion, and I will call on these persons at the appropriate time. Shareholders may make comments specific to the motion prior to the vote, but should hold any comments on general matters until the question period to be held following the termination of the meeting. As described in the management information circular sent to shareholders with the notice of the special meeting, Medexus intends to move its head office and registered office from its current location in Verdun, Québec to Bolton, Ontario. The Board of Directors of Medexus unanimously recommended voting in favor of this special resolution. To be effective, a special resolution must be voted on by not less than 2/3 of the votes cast at the meeting by the shareholders in person or by proxy. I will dispense with the reading of the special resolution. May I have a motion that a special resolution in the form of the special resolution set out in Pages 8 and 9 of the management information circular sent to shareholders in the notice of the special meeting approving the intention to move Medexus' head and registered office to Bolton, Ontario be passed as a special resolution of the corporation?

I, Ken d'Entremont, so move.

Thank you, Ken. May I please have a seconder.

I, Roland Bolvin, second the motion.

Thank you, Roland. Is there any discussion on this matter? Seeing none, as previously noted, I will conduct the vote by way of an online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the application voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted with respect to this matter and it is not necessary to vote again on this ballot. It is now 9:36. So we'll keep the polls open maybe for another couple more minutes. [Voting]

And we're back. I can confirm that the polls are now closed, and the scrutineers have tabulated the results. I'm pleased to confirm that scrutineers have reported to me that the special resolution to move the registered offices of the corporation has been passed with the requisite shareholder approval. Accordingly, I declare the motion carried and the special resolution approved. This concludes the formal business brought before the meeting. I wish to thank you for attending, and I will now declare this meeting to be terminated. Now that the formal part of the meeting has concluded, we would be pleased to answer any questions that you might have. I will ask attendees who would like to ask a question to use the instant messenger feature on the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent if any, if any, and confirm whether you are a registered shareholder or duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your question short and to the point. We will now give attendees a moment to type in any questions they might have. It does not appear that we have any questions at this time. But for each question, our goal was to summarize and then provide a concise answer. I'll ask the secretary to advise if there are any questions.

Mr. Chairman, I confirm that we have not received any questions.

Thank you very much. That is all for today. I would like to thank you for participating in the business in the meeting and for your interest in the corporation. Thank you on behalf of the Board and the directors.