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

Good afternoon, ladies and gentlemen, and welcome to the Neo Performance Materials Annual General and Special Meeting of Shareholders. [Operator Instructions] I would now like to turn the conference over to Claire Kennedy. Please go ahead.

Thank you, operator. Ladies and gentlemen, as the operator indicated, my name is Claire Kennedy, and I am pleased to welcome you to this Annual General and Special Meeting of Shareholders of Neo Performance Materials in my capacity as Chair of the Board of Neo. I ask Mr. Caldwell to my right to act as Secretary to the meeting and Shirley Tom of Computershare Trust Company of Canada to act as scrutineer. Thank you. I have been advised by the scrutineer that prior to the meeting, proxies were received from the holders of more than 30.6 million common shares or 73.52% of all shares entitled to be voted. As a result, we have a quorum for this meeting, and this 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 2023 audited financial statements. Copies of the financial statements can be accessed online from the corporation's website and on SEDAR. I note that each of the matters at today's meeting will be voted on by ballot. All proxies in favor of management that were deposited before the deposit deadline 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 the meeting and have not returned a proxy. On the ballot, please be sure to indicate the number of shares that you are voting. We turn now to the election of directors. Seven 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.

The names of the nominees are Claire Kennedy, Eric Noyrez, Rahim Suleman, Gail Edwards, Edgar Lee, Yadin Rozov and Hua Du.

And may I have nominations, please.

My name is Jonathan Baksh and I'm a shareholder. I nominate the 7 persons whose names have been read to this meeting by the Secretary for the election as Director of the company to serve until the Annual Meeting of Shareholders to be held in 2025.

I declare the nominations closed. May I have a motion in favor of the individual election of each of the persons nominated?

I move that each of the persons nominated be elected individually as directors of the corporation until the conclusion of the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed or he or she otherwise ceases to hold office.

I second that motion.

Thank you. The meeting will now vote on the election of directors by way of ballot vote.

Please indicate if you are a registered shareholder and have not yet returned a proxy and wish to vote by ballot. When you have completed and signed the ballot, please raise your hand and the ballot will be collected by an attendant and given to the scrutineer for counting.

Does anyone need more time to complete the ballots? No. I declare the polls closed. We will tabulate the ballots at the end of the meeting. The next item on the agenda is the appointment of the auditors of the company, and 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 2025 at remuneration to be approved by the Board of Directors of the company.

And I invite a seconder.

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 by way of ballot vote.

Anyone completing the ballot on the reappointment of auditors should mark it with an X either for or withheld from the motion in the place indicated. When you have completed and signed the ballot, please raise your hand and the ballot will be collected and given to the scrutineer for counting.

Thank you. I see that no more time is needed to complete the ballot, and I declare the polls closed. The next item on the agenda is the approval, ratification and confirmation of amendments to the corporation's omnibus long-term incentive plan. I invite a motion in this regard.

I move that the resolution approving, ratifying and confirming the amendment to the corporation's omnibus long-term incentive plan as set out in the information circular dated May 10, 2024, sent to the shareholders in connection with this meeting be approved.

I invite a seconder.

I second the motion.

Thank you. A motion has been made and seconded to approve, ratify and confirm the amendments to the corporation's omnibus long-term incentive plan. And 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.

Any registered shareholder completing the ballot on the amendments to the LTIP should mark it with an X on either for or against the motion in the place indicated. When you've completed the ballot, please sign it and print your name neatly in the space provided. When you are ready, please raise your hand, and one of the attendants will collect your ballot and give it to the scrutineer for counting.

Thank you. I see that all ballots have been submitted, and I declare the polls closed. We will take a brief recess while the ballots are counted. Thank you. I have received the scrutineer's interim report on the ballots. I invite the secretary to now give the results of the ballots.

The interim report with respect to the election of directors indicates that each of the 7 nominees whose names were read by the secretary received at least 26 million votes or approximately 88% of the votes attached to all the shares represented at the meeting.

Thank you. I accept the scrutineer's interim report with respect to the election of directors. The 7 nominees whose names were read by the Secretary have been elected as directors for the term expiring in 2025. I have received the scrutineer's interim report on the appointment of auditors. The Secretary will now give the results of the ballot.

The interim report with respect to the appointment of auditors indicates that at least 30.2 million shares or approximately 98% of the shares represented at the meeting have been voted in favor of the motion and no more than 441,000 shares have been withheld from the motion.

Thank you. I accept the scrutineer's interim report with respect to the appointment of auditors, KPMG LLP chartered accountants. And they have been appointed auditors of the company in accordance with the motion. I have received the scrutineer's interim report on the motion to approve, ratify and confirm the amendments to the omnibus long-term incentive plan. The Secretary will give the results of the ballot.

The interim report indicates at least 22.4 million shares, or 75% of the shares represented at the meeting have been voted for the amendments to the LTIP and at least 7.4 million shares or 24% have been voted against the motion.

Thank you. I accept the scrutineers' interim report. The motion to approve, ratify and confirm the amendments to the omnibus long-term incentive plan has been passed. A final report on all ballots to be furnished by the scrutineer subsequent to this meeting will be incorporated into the minutes of the meeting. As all formal business has now concluded, it is appropriate to terminate the meeting. I invite a motion to terminate this meeting.

I move that the meeting be terminated.

I invite 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? Contrary, if any? The formal portion of this meeting is now closed. Thank you for attending, and I ask the secretary to close the line.

Thank you, ladies and gentlemen, the conference has now ended. Thank you all for joining. You may all disconnect your lines.