Zomedica Corp. ($ZOMDF)

With respect to the rules of conduct, to begin, I would like to draw your attention to the rules of conduct set forth for this meeting. They are available on the annual meeting portal. Registered shareholders and shareholders who have requested a 13-digit access code prior to today have the ability to vote, comment or ask questions during the meeting. In order to ask a question, please click on the Ask a Question button on the left side of your screen. Management will address submitted questions after the meeting. The Board of Directors has appointed Megan Rocha and Matthew Burt of TSX Trust to act as scrutineer for this meeting. Karen DeHaan-Fullerton will be serving as Secretary for the meeting. Karen is the General Counsel and Corporate Secretary of Zomedica Corp. If you need a copy of the annual report or the proxy statement, please access the links to those documents, which have been provided on the annual meeting portal. I would now like to introduce the other directors of Zomedica Corp. Jeffrey Rowe, our Chairman; Robert Cohen, Chris MacLeod, Johnny Powers, Dr. Pam Nichols, Rodney Williams and Sean Whelan. Also present today are Nathan Burkhart of Grant Thornton LLP, our accounting firm, and Frank Borger Gilligan of Dickinson Wright PLLC; and Andre Poles of Dickinson Wright LLP, our U.S. and Canadian legal counsel, respectively. At the end of the meeting, Mr. Burkhart, Mr. Borger Gilligan and Mr. Poles will be available to answer questions. Unless otherwise specified in the proxy that was delivered, myself, and General Counsel and Corporate Secretary, Karen DeHaan-Fullerton, are serving as proxies for shareholders who voted by proxy. The Board of Directors set the close of business on April 21, 2026, as the record date for this meeting. A notice of this meeting was sent to each shareholder. A copy of the notice and proxy statement has also been made available on the annual meeting portal. TSX has delivered an affidavit as to the mailing and distribution of the notice of the meeting. I have received the preliminary scrutineers' report, which indicates that at least 429,583,699 of the 979 million start over. The scrutineer's report, which indicates that at least 429,583,699 of the 979,949,668 outstanding shares that are entitled to vote are present in person or by proxy. Since at least 25% of the shares are represented, a quorum is present, and the business of the meeting may proceed. On behalf of the Board, I would like to express my appreciation to all stockholders who returned their proxies. Similarly, the minutes of the 2025 Annual Meeting of Shareholders were made available on the annual meeting portal. At this meeting, I would accept a motion approving the minutes.

My name is Jeff Rowe, Chairman of the Board and Shareholder. I move that the minutes of the 2025 Annual Meeting of Zomedica Shareholders be approved as presented to this meeting.

Is there a second for this motion?

My name is Chris MacLeod, Director and shareholder of the company. I second the motion.

We will now vote on the motion to approve the minutes. All in favor, say aye.

Aye.

Any opposed? The motion is carried. The minutes of the 2025 Annual Meeting are approved as presented to this meeting. We will now present the matters to be voted on. Voting will be held after the presentation of all matters. The first item of business is the election of 8 directors. Each will serve a 1-year term expiring at the 2027 Annual Meeting or until the election and qualification of their successors. The proxy statement lists 8 nominees proposed by our Board of Directors. These nominees are Jeffrey Rowe, Robert Cohen, Chris MacLeod, Dr. Pam Nichols, Johnny Powers, Sean Whelan, Rodney Williams and myself, Larry Heaton. In accordance with the bylaws of the company, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No notice was received that complied with the bylaws. Therefore, I declare the nominations closed. I would accept a motion regarding the election of the directors.

It's Chris MacLeod. I move that the following individuals be elected as directors of Zomedica Corp. to serve 1-year terms expiring at the annual meeting in the year 2027 or upon the election and qualification of their successors. Those individuals are Jeffrey Rowe, Robert Cohen, Chris MacLeod, Dr. Pam Nichols, Johnny Powers, Sean Whelan, Rodney Williams, and Larry Heaton.

Is there a second?

This is Jeff Rowe. I second.

The second item of business is the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for 2026. I would accept a motion to ratify Grant Thornton LLP as our accountants.

This is Jeff Rowe. I move that the following resolution be adopted, resolved that the appointment of Grant Thornton LLP as Zomedica Corp.'s independent registered public accounting firm for 2026 is ratified.

Thank you, Jeff. Is there a second for the motion?

This is Chris MacLeod. I second the motion.

Thank you, Chris. The third item of business is to approve on an advisory basis, the compensation paid to our named executive officers as described in our proxy statement. I would accept a motion to approve the compensation paid to our named executive officers on an advisory basis as described in the proxy statement.

It's Chris MacLeod. I move that the following resolution be adopted "resolved" that the shareholders approve on an advisory basis, the compensation of Zomedica's named executive officers as disclosed in the management information circular and proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, which includes the executive compensation section, the compensation tables and related narrative discussion.

Thank you, Chris. Is there a second for the motion?

This is Jeff Rowe. I second the motion.

Thank you, Jeff. The fourth item of business is to approve the proposed resolution to amend the bylaws of the company to address the quorum requirements for an adjourned meeting of the shareholders as described in our proxy statement. I would accept a motion to approve the amendment to the bylaws as described in the proxy statement.

This is Jeff Rowe. I move that the following resolution be adopted, resolved that the Board of Directors of the company is hereby authorized to amend Section 8.10 of the company's bylaws to read as follows: 8.10 quorum. At a meeting of the shareholders of the corporation, a quorum for the transaction of business shall consist of at least 2 persons present and holding or representing by proxy not less than 25% of the outstanding shares of the corporation entitled to be voted at the meeting. If the quorum is not present, the Chairman presiding at such meeting may propose and the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. If the adjournment is for less than 30 days, the corporation need not give notice of the adjourn meeting if the time, place, if any, thereof and the means of the remote communication, if any, are announced at the original meeting, which is adjourned. If the adjournment is for more than 30 days, a notice of the adjourn meeting shall be given to each shareholder entitled to vote at the meeting. If after the adjournment, a new record date is fixed for shareholders entitled to vote at the adjourned meeting, the Board shall give notice of the new record date and notice of the adjourn meeting to each shareholder entitled to vote at the adjourned meeting in accordance with the act and this bylaw. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting. Furthermore, at the adjourned meeting, the shareholders present in person or represented by proxy shall constitute a quorum for the transaction of business, notwithstanding that such shareholders may not represent the quorum otherwise required under these bylaws. Any one director or officer of the company is authorized and directed for and in the name of and on behalf of the company to execute or cause to be executed, whether under the corporate seal of the company or otherwise and to deliver or cause to be delivered all such documents and to do or cause to be done all such acts and things as such and in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution. Such determination to be conclusively evidenced by the execution and delivery of such documents or doing of any such act or thing.

Thank you, Jeff. Is there a second for the motion?

Yes. This is Chris MacLeod. I second the motion.

Thank you, Chris. It is 11:12 a.m. Eastern Time. The polls are now open for voting on each of the 4 matters before this meeting. We will pause for a few moments, so voting can occur. A reminder that the polls are open and will remain open until the matters to be voted on have been addressed. Any registered shareholder or duly appointed proxy holder who has not yet voted or wishes to change their vote may do so now by clicking on the Vote Here button on the web portal and following the instructions there. You must click submit following your selection for your vote to be counted. Registered shareholders and proxy holders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. We'll now wait while the votes are being cast. [Voting]

It is now 11:15 a.m. Eastern Time. The polls are now closed. The company will issue a Press Release announcing the final voting results after they become available. After we have concluded the formal business of the meeting, you'll have an opportunity to ask questions using the Q&A function in the meeting portal. Questions may be submitted at any time during the meeting. As a reminder, before we announce the results, if you have any questions for either our legal counsel or our public accounting firm, please enter your question in the Q&A section on your screen. We have received the preliminary voting results. Regarding the election of directors, the scrutineer reports that 8 nominees for director named in the proxy statement for election for terms expiring on the date of the annual meeting to be held in 2027 have received a plurality of the votes cast. Accordingly, Jeffrey Rowe, Robert Cohen, Chris MacLeod, Dr. Pam Nichols, Johnny Powers, Sean Whelan, Rodney Williams and myself, Larry Heaton have been elected directors of Zomedica to serve 1-year terms. The 1-year terms will expire at our annual meeting in the year 2027 or upon the election and qualification of their successors. Regarding the motion to ratify the appointment of Grant Thornton LLP as the accountants for 2026, the scrutineer reports that a majority of the shares voted were for the ratification. The preliminary tally shows that 403,285,558 shares voted for ratification, 26,298,141 shares were withheld. Based on the vote, the appointment of Grant Thornton LLP has been ratified. Regarding the advisory vote on our named executive officers' compensation, the scrutineer reports that a majority of the shares voted against approval. The preliminary tally shows 99,891,971 shares voted for approving compensation and 129,290,109 shares were against. Accordingly, the compensation of our executives has not been approved on an advisory basis. Regarding the motion to amend the bylaws of the company to address the quorum requirements for an adjourned meeting of the shareholders, the scrutineer reports that a majority of the shares voted for approval. The preliminary tally shows 123,410,315 shares voted for amending the bylaws and 105,771,772 shares were against. Accordingly, the motion to amend the bylaws of the company has been approved. The scrutineer will furnish the Secretary with a written report of the final vote count, and this will be made available online before the close of business tomorrow. Our accountants and legal counsel are now available to answer questions. After adjournment of the formal portion of the meeting, there will be a question-and-answer period when you may ask questions of our officers. Do we have any questions for our accountants or counsel? I don't see any in the Q&A list. I'll wait a moment or so in case somebody wants to stick one in there. Apparently, there are not. So if there is no further business to come before the meeting, I would accept the motion for adjournment.

Chris MacLeod, I move that the meeting be adjourned.

Thank you, Chris. Is there a second?

This is Jeff Rowe. I second the motion.

You have heard the motion to adjourn. All those in favor, say aye.

Aye.

Aye.

Are there any opposed? The motion is carried. The meeting is adjourned. There will now be a brief question-and-answer period with our executive officers. You may submit your questions by using the Q&A section on your screen. Please note that we will adhere to the rules of conduct in answering your questions. Further, please note that responses from our management may contain forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and beliefs and include statements that do not directly relate to any historical or current fact. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors disclosed in the company's Form 10-K filed with the SEC. We undertake no duty to update any of these forward-looking statements after the date of this meeting. Let me check the question list. I don't see any questions on the question list. I'll wait a moment to see if there are any that pop up. Apparently, there are none. I would just remind our shareholders that we hold webinars monthly on the fourth Friday of each month, at which management does engage in a question-and-answer period, more than welcome to join us. The next one is on the 26th of this month. But as there are no further questions for this meeting, the question-and-answer session is now concluded. Thank you for joining us for the meeting and your interest in Zomedica.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.