Perimeter Medical Imaging AI, Inc. (PINK) Earnings Call Transcript & Summary

Hi, everyone. My name is Michael Stewart from Stikeman Elliott. We're hosting the Annual General and Special Meeting for Perimeter Medical Imaging AI Inc. We're going to get started now, and I'll pass the meeting over to the Chair, Dr. Tony Holler.

Good morning. My name is Anthony Holler, and as the Chairman of the Board, I welcome you to this Annual General and Special Meeting of Shareholders of Perimeter Medical Imaging AI, Inc. The meeting will now come to order. As stated in the notice of this Annual General and Special Meeting, the corporation is providing access to the meeting by telephone conference call. In attendance today, either in person or by telephone are certain members of the Board and management, including Jeremy Sobotta, our Chief Executive Officer; Chris Scott, our Chief Financial Officer; Tom Boon, our Chief Operating Officer; Hugh Cleland, our Director, Ian Mortimer, Director; Aaron Davidson, the Director; Suzanne Foster, a Director; and our 3 outgoing directors, Doug Janzen, Franklyn Prendergast and Imed Zine. And other guests are Jared Bajenski and Michael Stewart of Stikeman Elliott, who are our legal counsel of Perimeter and Loretta Pataki of Computershare Investor Services. I will act as chair of this meeting, and I will ask Jared Bajenski of Stikeman Elliott LLP to act as Secretary of this meeting with your consent. With the consent of the meeting, I will appoint Loretta Pataki of Computershare Investor Services, the company's registrar and transfer agent to act as scrutineer at this meeting and to maintain the register of security holders in attendance at this meeting. The only people entitled to participate in the business of this meeting are registered shareholders of the corporation and proxy holders who are present in person and have registered with the scrutineer. If anyone has not registered with the scrutineer, please do so now. Please note that only shareholders of the corporation whose names have been entered into the corporate register of shareholders as of September 20, 2022, are entitled to vote at this meeting. The notice of the meeting and materials for this meeting were mailed to the shareholders of the corporation. I direct the secretary to append the declaration of mailing to the minutes of the meeting. Unless there is a shareholder or proxy holder desiring the reading of the notice, I will dispense with the reading of the notice with the consent of the meeting. A quorum of this meeting is 1 or more persons whether present in person or represented by proxy, collectively holding at least 5% of the shares entitled to vote at this meeting. The scrutineers' preliminary report indicates that there are 81 shareholders present or represented by proxy [Audio Gap] operation registered to vote at this meeting, representing approximately 31% of the total outstanding tariffs of the quarter as of the record date for the meeting. With notice of this meeting having been properly given and a quorum of shareholders being present, I hereby declare this meeting duly called and constituted and ready for the transaction of business. The last Annual General Meeting of the corporation was held on October 27, 2021. With the consent of the meeting, I will dispense with the reading of the minutes of that meeting. I will now deal with the business described in the notice calling this meeting. For all resolutions put forward at this meeting will be by show of hands. In order to efficiently run this meeting, I will be proposing all motions identified in the meeting materials and will not be seeking a seconder. Shareholders attending the meeting by telephone conference were encouraged to vote in advance of the meeting and will not be able to vote via the telephone conference call. The first item of business is the receipt of the financial statements of the corporation for the financial years ended December 31, 2020, and December 31, 2021. And the report of the auditors thereon. Copies of the financial statements have been mailed to shareholders who have requested them. Are there any questions from shareholders or proxy holders present at the meeting with respect to the financial statements? I declare the financial statements of the corporation for the financial years ended December 31, 2020, and December 31, 2021, and the report of the auditors thereon, accepted by the meeting. The next item of business is the election of directors. Before proceeding with the nominations, I would like to note that as described in the company's information circular for this meeting, three of the company's existing directors are not standing for reelection at the meeting. On behalf of the company, we would like to extend our heartfelt thanks and best wishes to Dr. Franklyn G. Prendergast, Douglas G. Janzen and Imed Zine, who have been valuable members of the Perimeter Board over these last few crucial development years for the company. The remaining persons nominated for election at this meeting have been proposed for election by management of the company and the incumbent directors as was stated in the circular for this meeting. The following persons have been nominated or prepared to stand for election as directors: myself, Anthony Holler, Jeremy Sobotta, Suzanne M. Foster, Aaron Davidson, Ian Mortimer, Hugh Cleveland and Anantha Kancherla. I move that such individuals each be elected as directors of the corporation to hold office until the next Annual General Meeting. Their successor is duly elected or appointed or until they resign or become disqualified to act as directors. Is there any discussion of motion? All in favor signify by raising your hand. Those wishing to withhold their vote, please signify by raising your hand. [Voting]

I declare the motion carried. The next item of business is the reappointment of the corporation's auditors KPMG LLP. I move that KPMG LLP be reappointed as auditors of the corporation to hold office until the next Annual General Meeting of the corporation and that the directors of the corporation be granted authorization to fix the remuneration to be paid to the auditors. Is there any discussion on the motion? All in favor signify by raising your hands, those wishing to withhold their vote, please signify by raising your hand. [Voting]

I declare the motion carried. The next item of business is to consider and if thought fit, pass an ordinary resolution ratifying, confirming and approving the adoption of the company's new Omnibus Incentive -- Equity Incentive Plan dated for reference September 15, 2022, and to reserve common shares in the capital of the company from the treasury for issuance under the Omnibus Incentive Plan. The Omnibus Incentive Plan, if approved by shareholders at the meeting will replace the current 20% Fixed Stock Option plan, which was most recently approved by the company's shareholders at the Annual General Meeting held on October 27, 2021. The Omnibus Incentive Plan is a fixed up to 20% plan, the full [Audio Gap] TSX Venture has conditionally approved the Omnibus Incentive Plan, subject to shareholders' approval at this meeting. Under the policies of the TSX Venture, the company's adoption of the Omnibus Incentive Plan must be approved by shareholders at the time it is to be implemented. Accordingly, shareholders will be asked to pass the ordinary resolution set out on Pages 25 and 26 of the company's management information circular to ratify, confirm and approve the Omnibus Incentive Plan and to reserve common shares of the company for issuance under the Omnibus Incentive Plan. The resolution must be approved by a majority of votes cast by shareholders present in person or represented by proxy at the meeting. Unless otherwise requested by a shareholder or proxy, I will dispense with reading of the Omnibus Incentive Plan Resolution. I move that the Omnibus Incentive Plan Resolution as set forth on Pages 25 and 26 of the circular be approved. Is there any discussion of the motion? All in favor, signify by raising your hand. Those wishing to vote against the resolution, please signify by raising your hand. [Voting]

Accordingly, I declare the Omnibus Incentive Plan Resolution as set out on Pages 25 and 26 of the circular approved as a special resolution. Is there any other business which shareholders would like to bring before the meeting at this time? If there is no further business to be brought before the meeting, I propose that the formal aspects of the meeting be terminated. All in favor, signify by raising your hand. Contrary? [Voting]

I declare the motion carried. Thank you.

This is Michael Stewart from Stikeman Elliott. Thank you for attending the Annual General and Special Meeting of Perimeter Medical Imaging AI Inc. We're going to close the microphones now and have a great day.