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

Thank you for standing by, and welcome to the Neo Performance Materials Annual and Special Meeting of Shareholders. [Operator Instructions] I would now like to hand the conference over to Claire Kennedy.

Thank you. Hello, ladies and gentlemen. My name is Claire Kennedy and as Chair of Neo Performance Materials, I welcome you to this Annual General and Special Meeting of Shareholders. As you will have seen from our information circular, we've put in place for cautionary measures for this meeting to deal with the challenging and ongoing circumstances regarding the spread of COVID-19. As a result, attendance today has been strictly limited. In these unique circumstances, I would like to thank those listening to this meeting as it is being audiocast live. Although it is just 4 p.m. now, I will pause for a few moments before starting in order to allow people to call in. I ask Mr. Caldwell to act as secretary of the meeting and Laura Stone of Computershare Trust Company of Canada to act as scrutineer. I have been advised by the scrutineer that prior to the meeting, proxies were received from the holders of more than 31.4 million common shares or 82.9% 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 2020 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 2022. 7 Directors are to be elected and 7 nominees are named in the information circular for this meeting. The secretary will now read their names, please.

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

May I have nominations please?

My name is Rahim Suleman and I am 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 2022.

Since there are no further nominations, I declare the nominations closed. 7 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. The next item on the agenda is the appointment of the auditors of the company. I will now entertain a motion in this regard.

My name is Kevin Morris, and I am a shareholder. 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 2022 at a remuneration to be approved by the Board of Directors of the company.

Thank you. May I have a seconder for this motion?

I second the 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 proxies received in favor of management, if a ballot vote were conducted on this matter, more than 95% of the votes eligible to be 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. Will those in favor of the motion please signify by raising your hands? [Voting]

Any opposed? The motion is carried, and I declare that KPMG LLP has been appointed auditors of the company in accordance with the motion. The next item on the agenda is the LTIP resolution. I will now entertain a motion in this regard.

I move that the LTIP plan resolution, as set out on Page 10 of the information circular dated May 28, 2021 sent to shareholders in connection with this meeting, be approved.

Thank you, Mr. Suleman. Is there a seconder?

This is Kevin Morris. I second the motion.

Thank you, Mr. Morris. A motion has been made and seconded to approve the LTIP 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.

Thank you, Mr. Caldwell. I declare the polls closed. I have received the scrutineers' interim report on the motion to approve the LTIP resolution. The interim report indicates that at least 28.7 million shares or 91.5% of the shares represented at the meeting have been voted for the motion, and that at least 2.64 million shares or 8.4% have been voted against the motion. I accept the scrutineers' interim report. The motion to approve the LTIP resolution has been passed. A final report to be furnished by the scrutineers subsequent to this meeting will be incorporated into the minutes of the meeting. I can advise that no other business has been raised for this meeting. It is therefore appropriate to terminate the meeting. May I have a motion to terminate this meeting?

I move that the meeting be terminated.

Thank you, Mr. Suleman. May I have a seconder?

I second the motion.

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

The formal portion of this 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 August 12, 2021, that is August 12, 2021, to discuss the second quarter financial results. Call-in details for the conference call will be released at a later date by press release. I do thank you for attending.

This does conclude. We thank you for your participation. You may now disconnect.