Neo Performance Materials Inc. (NEO) Earnings Call Transcript & Summary

Good morning. We're going to begin now. I would ask that you mute your lines to avoid background noise coming into the meeting as all the lines have automatically been unmuted centrally. With that, I ask Mr. Caldwell to act as secretary of the meeting and Ms. Daniela Munoz of Computershare Trust Company of Canada to act as scrutineer. Ladies and gentlemen, the corporation elected to use notice of access to send notice of the meeting to shareholders and provided the meeting materials to shareholders by posting them on the corporation's website and SEDAR, as provided for in securities regulations. I have been advised by the scrutineers that prior to the meeting, proxies were received from the holders of more than 33.4 million common shares or 88% of all shares entitled to be voted. As a result, we have a quorum for this meeting and the meeting is properly constituted for the transaction of business. In view of the need to attend to a number of formal corporate matters, certain shareholders who are members of management have volunteered to move and second resolutions where required. I am tabling a copy of the 2019 audited financial statements. Copies of the financial statements can be accessed online from the corporation's website and on SEDAR. We turn now to the election of directors for the term expiring in 2021. Seven directors are to be elected and 7 nominees are named in the proxy circular for this meeting. The secretary will now read their names.

The names of the nominees are Claire Kennedy, Eric Noyrez, Constantine Karayannopoulos, Brook D. Hinchman, Gail Edwards, Edgar Lee and Gregory Share.

Thank you. May I have the nominations, please?

My name is Constantine Karayannopoulos and I'm a shareholder. I nominate the 7 persons whose names have been read to this meeting by the Secretary for election as directors of the company to serve until the annual meeting of shareholders to be held in 2021.

Thank you. Does any shareholder or proxy holder wish to make a further nomination? Since there are no further nominations, I declare the nominations closed. Seven persons have been nominated as directors, and there are 7 directors to be elected. Accordingly, I propose with the consent of the meeting not to take a formal vote on the election of directors. I therefore declare that the 7 nominees whose names have been read by the secretary have been elected directors of the company to hold office until the close of the next annual meeting of shareholders or until his or her successor is duly elected or he or she otherwise ceases to hold his or her office. I turn now to the next item on the agenda, which is the appointment of the auditors of the company. I will now entertain a motion in this regard.

I move that KPMG LLP chartered accountants be appointed auditors of the company to serve until the annual meeting of shareholders to be held in the year 2021 and the remuneration to be approved by the Board of Directors of the company.

Thank you. May I have a seconder?

My name is Rahim Suleman and I am a shareholder, and I second that motion.

A motion has been made and seconded to appoint KPMG LLP as the company's auditors. The meeting will now vote on the motion. Based on the proxies received in favor of management, if a ballot vote were conducted on this matter, more than 95% of the votes eligible to cast at this meeting would be voted in favor of the appointment of KPMG LLP Chartered Accountants as the company's auditors. Therefore, I propose to take the vote by way of show of hands. For those in favor of the motion, please signify by raising your hand. [Voting]

So the vote, I declare the motion carried, and I declare that KPMG LLP have been appointed auditors of the company in accordance with the motion. The next item on the agenda is the Stock Option Resolution. I will now entertain a motion in this regard.

I now move that the Option Plan Resolution, as set out on Page 11 of the information circular, dated September 9, 2020, sent to shareholders in connection with this meeting be approved.

May I have a seconder?

I second the motion.

Thank you. Motion has been made and seconded to approve the Option Plan resolution. We will now vote on this matter. In order to be passed, this resolution must be approved by a majority of the votes cast by shareholders present or represented by proxy at the meeting. I propose to take the vote by ballot. The secretary will now give instructions regarding the voting procedures.

All proxies in favor of management will be voted as instructed by the shareholder who submitted the proxy. Therefore, you only need to complete a ballot if you are a registered shareholder physically present at this meeting and have not returned a proxy or if you are a proxy holder and wish to change your previous instructions. [Voting]

I now declare the polls closed. We will take a brief recess while the ballots are counted. I have received the scrutineer's interim report on the motion to approve the Option Plan resolution. The interim report indicates that at least 29.8 million common shares or 90% of the shares represented at the meeting have been voted for the motion, and that at least 3.2 million common shares or 9.7 have been -- 9.7% have been voted against promotion. I accept the scrutineer's interim report. The motion to approve the Option Plan resolution has been passed. A final report to be furnished by the scrutineers subsequent to this meeting will be incorporated into the meeting minutes. I think it is now appropriate to terminate the meeting. May I have a motion to terminate this meeting?

I move that the meeting be terminated.

May I have a seconder?

I second the motion.

Thank you. The motion has been received and seconded to terminate the meeting. I put the motion to the meeting. All in favor? [Voting]

Any opposing? [Voting]

Motion carried. And the formal portion of the meeting is now concluded. Management would like me to remind all shareholders attending and listening to this meeting that they will be holding a conference call on November 16, 2020, to discuss the third quarter financial results. Call-in details for the conference call will be released at a later date by press release. Thank you for attending today.

This concludes today's call. You may now disconnect.