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

Good afternoon, ladies and gentlemen, and welcome to the Annual General and Special Meeting of Shareholders for Neo Performance Materials. [Operator Instructions] This call is being recorded on Thursday, June 8, 2023. I would now like to turn the conference over to Claire Kennedy, Board Chair. Please go ahead.

Thank you, operator. 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. I ask Mr. Caldwell to my left to act as Secretary of the meeting; and Shirley Tom of Computershare Trust Company of Canada to act as scrutineer. I have been advised by the scrutineers that prior to the meeting, proxies were received from the holders of more than 25 million common shares or 55% 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 2022 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 2024. 6 directors are to be elected and 6 nominees are named in the information circular for this meeting. The secretary will now read their names.

The names of the nominees are Claire Kennedy, Eric Noyrez, Constantine Karayannopoulos, Gail Edwards, Edgar Lee and Yadin Rozov.

May I have nominations, please?

My name is Rahim Suleman. I am a shareholder. I nominate the 6 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 2024.

Thank you. I declare the nominations closed. Given that there are 6 directors to be elected and 6 nominees, I declare that each nominee has been elected. The next item on the agenda 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 2024 at a remuneration to be approved by the Board of Directors of the company.

Thank you. Is there a seconder for this motion?

I second the motion.

Thank you. 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, fewer than 5% of the votes eligible to be cast at this meeting would be withheld from voting on the motion. Therefore, I propose to take the vote by way of a show of hands. Will those in favor of the motion, please signify by raising your hands. [Voting]

Those opposed? [Voting]

The motion is carried. 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 approval, ratification and confirmation of the corporation's amended and restated shareholders' rights plan. I will now entertain a motion in this regard.

That resolution of approving, ratifying, and confirming corporation's amended and restated shareholders' rights plan as set out in the appendix [indiscernible] information circular dated April 25th, 2023, sent to the shareholders in connection with the approval.

Thank you. Is there a seconder for this motion?

I second the motion.

Thank you. A motion has been made and seconded to approve, ratify and confirm the corporation's amended and restated shareholders' rights plan. 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 independent shareholders as defined in the plan, present or represented by proxy at the meeting. I propose to take the vote by ballot. 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're a registered shareholder physically present at the meeting and have not returned a proxy or if you are a proxy holder and wish to change your previous instructions. Please be sure to indicate the number of shares that you're voting. [Voting]

Has everyone submitted their ballots? If so, and I see that, that is so, I declare the polls closed, and we will take a brief recess while the ballots are counted. Having received the scrutineer's interim report on the motion to approve, ratify and confirm the corporation's amended and restated shareholder rights plan, I can report that at least 23,172,074 shares or 94.62% of the shares represented at the meeting have been voted for the motion. I accept the scrutineer's interim report. The motion to approve, ratify and confirm the amended and restated shareholders' rights plan has been passed. A final report to be furnished by the scrutineer subsequent to this meeting will be incorporated into the minutes of the meeting. Now let me ask, is there any other business to properly come before the meeting? Yes, sir.

[indiscernible]

Thank you for this question. This is not a question that relates to the motion that is in front of the meeting at this time. And so it will not be addressed at this point in the meeting. Thank you. Are there any other questions? Seeing none. I conclude that there is no other business properly to come before the meeting, and therefore, it is 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. Thank you. A motion has been received and seconded to terminate the meeting. I put the motion to the meeting. All in favor? [Voting]

Contrary, if any? [Voting]

The formal portion of this meeting is now concluded. Thank you for attending.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.