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

Hello, and welcome to the Annual Meeting of Shareholders of Medexus Pharmaceuticals 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 of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and Medexus that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Peter van der Velden. Mr. van der Velden, the floor is yours.

Good morning, and welcome, ladies and gentlemen. My name is Peter van der Velden, and I'm the Chair and Board of Medexus Pharmaceuticals. I'd like to welcome you, my fellow shareholders, Directors and guests who have joined us for this year's Annual Meeting of Shareholders, which is being held via this live webcast. Although our meeting virtually means there are some differences from the way an in-person meeting would be conducted, however, our goal is to replicate as best as possible the experience you would have if we were meeting in person. 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 for the coordination from different locations. Through the virtual platform, shareholders will have the opportunity to submit comments or questions during the meeting. Please keep in mind that there is a 30-second delay between when we are speaking and when you hear from us. Please be patient, and we will do our best to address your questions at the appropriate time. Given the virtual format of today's meeting and in order for us to expediently undertake the business to be conducted at this meeting, we would request that shareholders or duly appointed proxy holders to have specific comments or questions on a formal item of business to make such questions in a written format, clearly identifying the relevant item of formal business. During the course of this meeting, at the appropriate time, we will address those submissions before voting on the relevant motions. Following the formal business for the meeting, we will have a question-and-answer period. If you have any questions not specifically relating to an item of formal business to be discussed today, please feel free to submit those questions at any time. You can submit questions using the Q&A tab of the meeting platform. We will do our best to answer all shareholder questions. But if you have, for any reason -- but if for any reason, we are unable to do so, we will endeavor to follow up with you after the meeting, and you may contact us directly or through our Investor Relations contact. As in past years, we expect the vast majority of all those will be capped in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote online during the meeting. Voting on all items of business will be open throughout the formal part of the meeting, and I will provide a 30-second warning before the polls close. Now let's proceed with the business at hand. We have 4 matters of formal business to conduct today. Number one, the presentation of the financial statements as at and for the financial years ended March 31, 2022, and 2021. Item #2, the election of directors. Item #3, the reappointment of the corporation's auditors. And finally, item #4, the approval of the new long-term incentive plan. While the practice generally adopted at shareholder meeting is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In light of the current context of this virtual meeting, we will forgo having seconders for the formal business specified in the Notice of this Meeting. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as Chair of this meeting. Ian Wildgoose Brown, our Corporate Secretary, will act as secretary of the meeting. Given the virtual format of the meeting, in the event of technical issues with either myself or Mr. Wildgoose Brown, Ken d'Entremont will step in for me to act as the Chair and Marcel Konrad will step in for Mr. Wildgoose Brown to act as secretary. I hereby appoint Laura Stone of Computershare Trust Company of Canada to act as a scrutineer for the meeting. Before commencing with procedural matters, I would like to call on the secretary to make a statement concerning today's remarks.

Thank you, Mr. Chair. Please note that in the course of today's meeting, officers or directors of Medexus may, in their remarks or in response to questions during the question period, make statements which contain forward-looking information under Canadian and other applicable securities laws. Certain material factors and assumptions are applied in making these statements, and there are a number of other factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Medexus. Additional information concerning these factors and assumptions is contained in Medexus' filings with the Canadian securities regulators, including the corporation's management discussion and analysis for the fiscal years ended March 31, 2022, and 2021, in the annual information form for the year ended March 31, 2022.

Thank you. The secretary has advised me that the notice calling for 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 shareholders of record of the corporation as at July 29, 2022, a record date for the meeting. Financial statements for the corporation for the years ended March 31, 2022, and 2021, and the auditor's report thereupon were sent to each requesting shareholder as of the record date. Additional copies of such materials are also available on SEDAR and the corporation's website. I will dispense with the reading of the Notice of the Meeting. The scrutineer has provided me with a preliminary report regarding shareholder attendance at the meeting. 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 the confirmation and mailing of the Notice of Meeting received by Computershare, and the scrutineer's complete report on attendance will be annexed to the meeting of minutes. This is a virtual meeting, and the voting at today's meeting will be conducted by online ballot for all matters. If a registered shareholder or duly appointed proxy holder -- if as a registered shareholder or duly appointed proxy holder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot. If you have already voted by proxy and you vote again during by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and you do not wish to revoke your previously submitted proxy, you do not need to vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item to cast your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on your voting choice displayed on the screen. Once discussion is concluded on all items of business, we'll provide a few additional moments for you to enter your votes. I will then declare the voting closed on all matters of business. I will now declare the voting polls open on all matters of business. First item of business is the presentation of the consolidated financial statements of the corporation as at and for the years ended March 31, 2022, and 2021, and the auditor's report thereon. The financial statements of the corporation for the years ended March 31, 2002 (sic) [ 2022 ] and 2021 and the auditor's report thereon were sent to each requesting shareholder as at the record date. We will dispense with the reading of the auditor's report. There is no voted objection to the financial statements. Have any comments or questions have been submitted regarding the financial statements?

No.

Hearing none, we will move to the formal items of business that require a vote. Next item of business is the election of directors. We have 6 directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, the I will ask Marcel Konrad to make the nominations on behalf of the management of the corporation.

Mr. Chair, I, Marcel Konrad, nominate those persons specified in the management information circular delivered with the notice of meeting, namely Peter van der Velden, Ken d'Entremont, Michael Mueller, Benoit Gravel, Stephen Nelson and Adele Gulfo, to serve as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

Thank you very much, Marcel. As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation as required by the advanced notice provisions of the corporation's bylaws, I declare the nominations closed. Will someone please advise whether there are any questions have been received on this matter.

No questions have been received.

Thank you. There being none, we will now conduct a vote by way of an online ballot. As previously noted, registered voters -- registered shareholders or their duly appointed proxy holders can vote online by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to the items of the business, and it is not necessary to vote again at the ballot. [Voting]

We will now move to the reappointment of auditors. Now I have a motion that PricewaterhouseCoopers LLP be renominated as the auditors of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration.

I, Ken d'Entremont, so move.

Thank you very much, Ken. Have any comments or questions been submitted regarding this matter?

No.

Hearing none, we will conduct the vote by way of an online ballot as previously described. Next item of business for your consideration is the approval of the long-term incentive plan as further described in the management information circular. The text of the ordinary resolution to approve a long-term incentive plan has been set out starting on Page 15 and continuing on Page 16 of the management information circular. In order for these resolutions to be passed, they must be approved by at least a majority of the votes cast at this meeting. May I have a motion that the resolution in the form of the resolution has appeared on Pages 15 and continuing on Page 16 of the management circular sent to all shareholders, approving the long-term incentive plan be passed as a resolution of the corporation.

I, Ken d'Entremont, so move.

Thank you, Ken. Have any comments or questions been submitted regarding this matter?

No comments or questions.

Ken, thank you. Hearing none, we will conduct the vote by way of an online ballot as previously described. We have now addressed all the items of formal business. Voting will close in 30 seconds. For those of you who have not voted on all the matters, please do so now. We will take a short break while the polls close and the results are tabulated by the scrutineer. [Break]

I confirm the polls are now closed, and the scrutineer has tabulated the results. I'm pleased to confirm that the scrutineers reported to me that all matters put to the ballot have been passed by the requisite shareholder approval. Accordingly, I hereby declare the nominated individuals elected as directors, PricewaterhouseCoopers reappointed as auditor and the long-term incentive resolutions approved. A report following -- a report disclosing the voting results will be filed on SEDAR and disclosed in the press release or promptly after the meeting. That concludes the formal business brought before the meeting. I would like to thank all of you for attending, and I will now declare this meeting terminated. Now that the formal part of the meeting has been concluded, we will be pleased to answer any questions you might have. I ask that all shareholders who would like to ask a question do so in the Q&A tab of the virtual interface to do so. We will answer any questions -- or as many questions as time permits. When asking your question, please identify yourself, limit your questions to topics relating to today's subject matter. And we would like to remind you that questions which were already answered or redundant or repetitive will not be answered. Just keep your question short and to the point. We will now give shareholders a moment to type in their questions. Moderator, do we have any questions at this point?

No questions at this time.

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

This concludes the meeting. You may now disconnect.