Avante Corp. (XX) Earnings Call Transcript

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Avante Corp. I would like to introduce Emmanuel Mounouchos Chairman of the meeting.

Good afternoon, ladies and gentlemen. My name is Emmanuel Mounouchos, and I'm the Chief Executive Officer and Chairman of the Board of Avante Corp. On behalf of the corporation, I welcome you to this Annual General and Special Meeting of Shareholders. Although we are meeting virtually, our goal today is to ensure that our registered shareholders and duly appointed proxy holders are able to participate fully in the meeting. I invite our shareholders and duly appointed proxy holders to ask questions and vote on each of the matters of business as if you are attending the meeting in person. I encourage registered shareholders and duly appointed proxy holders to submit your questions or comments as early as possible, so that we may address them at the right moment during the meeting. If you have any questions, click on Ask a Question button located on the left side of your screen, type your question into the space provided and then press the Submit button. Please read the instructions in the text box before submitting your question. In particular, please identify whether your question relates to a motion being considered as part of the formal business of the meeting. We will try to address questions or comments that directly relate to a particular motion at the appropriate time of the meeting. As always, questions or comments should relate to the business or affairs of the corporation and not be of a personal nature. Registered shareholders and duly appointed proxy holders may vote on the online platform through the meeting. To do so, click the Vote icon on the left side of your screen, once the polls are open. Voting will be open throughout the formal portion of the meeting. You may vote at any time until the last item of business has been put to a vote, and I declare the voting closed. If you are a registered shareholder, have appointed a proxy holder or do not wish to change your voting instructions, then you do not need to do anything. If you have been appointed as a proxy holder then been unique to vote and order for such votes to be counted. If you do wish to change your vote then voting online will have the effect of revoking your previously submitted proxy. I'd also like to welcome those of you who are not registered shareholders or duly appointed proxy holders, and thank you for your interest in Avante Corp. I remind you that only registered shareholders and duly appointed proxy holders are entitled to participate in the meeting, vote and ask questions. After my introductory remarks, we will proceed to the regular items of business, including the receipt of final financial statements, appointment of the auditors and election of directors. Shareholders will also be asked to approve an ordinary resolution ratifying the corporation's 10% rolling stock option plan. Finally, shareholders will be asked to consider certain shareholder proposals. Before we proceed with the formal business of today's meeting, I would like to introduce the other directors and members of management of Avante Corp, who have joined us online today. Raj Kapoor, Chief Financial Officer, Ted Raja, Vice President of Technology; Wendy Teramoto, Lead Director; Robert Klopot, Director; Daniel Argiros Director; and Jonathan Pollack, Director. In accordance with the bylaws of the corporation, I will preside as Chair of the meeting. I hereby appoint [Brady and Steve] of Norton Rose Fulbright, Canada LLP to act as a Secretary of the meeting. I hereby point Rosa Garofalo on the TSX Trust Company to act as a Scrutineer for the meeting. The notice of the meeting, together with the management information circular describing the business of the meeting and the form of proxy were mailed on September 8, 2026, to all shareholders of record as of August 25, 2026. The declaration of mailing is available for inspection by any shareholder. I ask that the Secretary file a copy of such declaration with the minutes of today's meeting. A quorum of shareholders is present for the transaction of business at this meeting, if at least 2 persons are present in-person, each being a shareholder, entitled to vote at the meeting or a duly appointed proxy holder or representative for the shareholder, sole entitled. I have received the preliminary scrutineer's report and it shows that there are 2 -- at least 2 shareholders present today, either in-person or by proxy. Accordingly, we have a quorum present. I would ask that the Secretary file a copy of the Scrutineer's report with the minutes of today's meeting. I'll also note that under applicable corporate law, the corporation is permitted to hold this meeting by electronic means that we are using. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, I've asked Ted Raja, shareholder or duly appointed proxy holder and Wendy Teramoto, Lead Director to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail this discussion. Each item of business to be considered today requires that a majority of the votes cast, be voted in favor in order for the resolution to pass. TSX Trust, please open the polls now. The first item of business is the presentation of the Audited Annual Consolidated Financial Statements of the corporation for the fiscal year ending March 31, 2026 and 2025, including the auditor's report therein. These items are available for inspection by shareholders at the corporation's profile on SEDAR+ and I now place them before the shareholders. Are there any questions on the annual financial statements or the auditory reports therein?

We have received certain questions in respect of this item.

Thank you, [ Brady ]. We will address them at the end of the meeting. Thank you. I declare that the Audited Annual Consolidated Financial Statements of the corporation for the fiscal year ended March 31, 2026 and 2025, including the auditor's report therein have been presented and received. We will now move to the election of the directors. The Board of Directors have fixed number of directors to be elected at 5. The management information circular contains the names and backgrounds of the 5 individuals that have been nominated by the corporation for election being Daniel Argiros, Wendy Teramoto, Robert Klopot, Emmanuel Mounouchos, and Jonathan Pollack, and I confirm that these nominees are eligible for election. The corporation did not receive any notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaw or via our shareholder proposal in accordance with the Business Corporation Act accordingly. The only persons eligible to be nominated for election of the Board of Directors of the corporation are the management nominees. I now ask for a motion that each of the nominees be elected to serve a director.

I move that each of the 5 persons nominated be elected as Director of the Corporation, to hold the office until the next general meeting of the shareholders of the corporation or until their successor are duly elected or appointed, unless their post is vacated earlier.

I second the motion.

We will now address any questions or comments from shareholders or proxy holders that are directly related to the election of the directors. Have any questions or comments come in?

No, we've not received any questions or comments on this item.

Thank you. The voting for election of directors is open, and we invite shareholders and duly appointed proxy holders to submit their votes for each nominee if they have not already done so. As I mentioned earlier, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change one or more of the votes, and if you've been appointed as a proxy holder, then you need to vote in order for such votes to be counted. The next item of business is the appointment of the auditor. I now ask for a motion on this matter?

I move that Deloitte LLP be appointed the auditor of the corporation to hold office until the next Annual Meeting of Shareholders of the corporation.

I second the motion.

We will now address any questions or comments from shareholders or proxy holders that are directly related to the appointment of the auditor. Have any questions or comments come in?

No, we have not received any questions or comments on this item.

Thank you. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there's no need to do anything unless you wish to change your vote. And if you have been appointed as a proxy holder, then you need to vote in order for such votes to be counted. The next item of business is the approval of the stock option plan for the corporation. In accordance with TSX Venture Exchange policies, the corporation's stock option plan must receive annual shareholder approval. There have been no changes made to the option plan since it was approved last year. I now ask for a motion on this matter?

I move that the ordinary resolution set out on Page 11, of the Management Information Circular with respect to the approval of the stock option of the corporation be approved.

I second the motion.

We will now address any questions or comments from shareholders or proxy holders that are directly related to the approval of the stock option plan. Have any questions or comments come in?

No. We have not received any questions or comments on this item.

Thank you. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change your vote. And if you have been appointed as a proxy holder, then you need to vote in order for such votes to be counted. The next item of business is Shareholder Proposal 1, an advisory proposal put forth by George Christopoulos as supported by 1000068462 Ontario Limited. In respect of future shareholder meetings of the corporation being held in-person or a combination of in-person and virtually as earlier described in Schedule D of the Management Information Circular. The position of the corporation and of Mr. Christopoulos regarding Shareholder Proposal 1 are set out in Schedule D, to the Management Information Circular. I'll now ask for a motion on this matter?

I move that the Shareholder Proposal 1 be put to a vote.

I second the motion.

We will now address any questions or comments from the shareholders or proxy holders that are directly related to Shareholder Proposal 1. Have any questions or comments come in?

No, we have not received any questions or comments on this item.

Thank you. We invite the shareholder and duly appointed proxy holders to submit their vote if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change your vote. And if you have been appointed as a proxy holder then you need to vote in order for such votes to be counted. The next item of business is a Shareholder Proposal 2, an advisory proposal put forth by George Christopoulos as supported by 1000068462 Ontario Limited in respect of the corporation's disclosure of detailed voting results. The position of the corporation and Mr. Christopoulos regarding Shareholder Proposal 2 are set out in Schedule D to the Management Information Circular. I now ask for a motion on this matter?

I move that Shareholder Proposal 2, be put to a vote.