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

June 28, 2022

Toronto Stock Exchange CA Materials Chemicals shareholder_meeting 5 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, and welcome to the Neo Performance Materials Annual General Meeting of Shareholders Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Claire Kennedy, the Board Chair. Please go ahead.

Claire M. Kennedy

executive
#2

Thank you very much. Hello, fellow shareholders, and good afternoon. My name is Claire Kennedy, and as Chair of the Neo Performance Materials Inc. Board, I welcome you to this Annual General Meeting of Shareholders. Joining me today from Neo management are Constantine Karayannopoulos, company CEO; Rahim Suleman, CFO; Ali Mahdavi, Head of Investor Relations; and Alex Caldwell, Corporate Secretary. As you will have seen from our information circular, to deal with the challenging and ongoing circumstances regarding COVID-19, we have invited shareholders to dial in to listen to this meeting, and I welcome those shareholders on the phone line. I now ask Mr. Caldwell to act as secretary of the meeting; and Paul Allen of Computershare Trust Company to act as scrutineer. I have been advised by the scrutineers that prior to this meeting, proxies were received from the holders of more than 33 million common shares or 81% of all shares entitled to be voted. As a consequence, 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 2021 audited financial statements. Copies of the financial statements can be accessed online from the corporation's website and also on SEDAR. Let me turn now to the election of directors for the term expiring in 2023. 7 directors are to be elected, and 7 nominees are named in the information circular for this meeting. I invite the secretary to now read their names.

Alexander Caldwell

executive
#3

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

Claire M. Kennedy

executive
#4

May I have nominations, please?

Rahim Suleman

executive
#5

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 the election as directors of the company to serve until the Annual Meeting of Shareholders to be held in 2022.

Claire M. Kennedy

executive
#6

Thank you, Rahim. 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 now to take a formal vote on the election of directors. [Voting]

Claire M. Kennedy

executive
#7

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 [indiscernible] his or her office. Let me turn now to the next item on the agenda, which is the appointment of auditors of the company, and I will now entertain a motion in this regard.

Rahim Suleman

executive
#8

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 2023 at a remuneration to be approved by the Board of Directors of the company.

Claire M. Kennedy

executive
#9

Let me invite a seconder for that motion.

Alexander Caldwell

executive
#10

I second the motion.

Claire M. Kennedy

executive
#11

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 be cast at this meeting would be voted in favor of the appointment of KPMG LLP as the company's auditors. Therefore, I propose to take a vote by way of a show of hands. Will those in favor of the motion, please signify by raising your hands. [Voting]

Claire M. Kennedy

executive
#12

Those opposed? [Voting]

Claire M. Kennedy

executive
#13

The motion is carried. I declare that KPMG LLP has been appointed auditors of the company in accordance with the motion. A final report to be furnished by the scrutineer subsequent to this meeting will be incorporated into the minutes of the meeting. Is there any other business to properly come before this meeting? Hearing and seeing no such other business, I think it is appropriate to terminate the meeting, and I invite a motion to terminate this meeting.

Rahim Suleman

executive
#14

I move that the meeting be terminated.

Claire M. Kennedy

executive
#15

I invite a seconder for that motion.

Alexander Caldwell

executive
#16

I second the motion.

Claire M. Kennedy

executive
#17

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

Claire M. Kennedy

executive
#18

Do we have any opposed? [Voting]

Claire M. Kennedy

executive
#19

That motion carries, and the formal meeting -- formal portion of the meeting is now concluded. Thank you very much for attending.

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