Medexus Pharmaceuticals Inc. (MDP) Earnings Call Transcript

Hello, and welcome to the Annual Meeting of Shareholders of Medexus Pharmaceuticals Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent a warrant to Medexus and the host of the webcast and all of the relevant parties that you first obtained all required consent for the disclosure, recording transfer and use of same of all such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Michael Mueller. Mr. Mueller, the floor is yours.

Thank you. Good morning all. My name is Mike Mueller, and I am the Chair of the Board of Medexus Pharmaceuticals. I would like to welcome my fellow shareholders and directors and our guests who have joined us at this year's Annual Meeting of Shareholders. Before getting into the formal business of the meeting, I would first like to make some brief procedural remarks. As in past years, we expect that essentially all votes will be cast by proxy before the meeting. That said, registered shareholders and proxy holders can vote online during the meeting. Voting on all items of business will be open throughout the formal part of the meeting, and I will provide a warning before the polls close. Eligible participants can submit questions via the meeting platform. We ask that you submit any comments or questions now, clearly identifying yourself and the relevant item of business. We will aim to address these submissions before voting on the relevant motions. Now let's proceed. We have 4 matters of formal business today: one, the presentation of the financial statements as at and for the financial years ended March 31, 2026 and 2025; two, the election of directors; three, the reappointment of the corporation's auditors; and four, the approval of an amendment to the corporation's long-term incentive plan. We will request that a motion be made by one person for each matter specified in the notice of this meeting, and we will dispense with requesting that any motion be seconded by another person. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as Chair of this meeting; and Ian Wildgoose Brown, our Corporate Secretary, will act as Secretary of the meeting. Given the virtual format of the meeting, in the event of technical issues, Ken d'Entremont, our CEO, will step in to act as Chair; and Brendon Buschman, our CFO, will step in to act as Secretary. I hereby appoint David Martin, of Odyssey Trust Company to act as scrutineer for the meeting. I would now like to call upon the Secretary to make a brief statement. Ian?

Thank you, Mike. During today's meeting, officers or directors of Medexus may, in their remarks or otherwise, make statements that contain forward-looking information under Canadian and other applicable securities laws. Certain factors and assumptions are applied in making these statements, and there are a number of factors that could cause actual results to differ from those expressed in any forward-looking statements made by or on behalf of Medexus. Additional information about these factors and assumptions is contained in Medexus' filings with the Canadian securities regulators, including the corporation's most recent MD&A and AIF.

Thank you, Ian. The Secretary has advised me that the notice calling this meeting, together with the form of proxy and management information circular, has been delivered to each director of the corporation, the auditors of the corporation and shareholders of record of the corporation as of the record date for the meeting set out in the notice of meeting. The financial statements of the corporation and the related auditor's report were delivered to each requesting shareholder as of the record date. Copies of these materials are also available on SEDAR and on the corporation's website. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting, and I confirm that the requisite quorum of shareholders is present and that this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If you are a registered shareholder or proxy holder and you are using your control number to log into the meeting, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again during -- by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of the discussion on each item to cast your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your votes. I will then declare voting closed on all matters of business. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the consolidated financial statements of the corporation as at and for the years ended March 31, 2026, and 2025, and the related auditor's report. The financial statements were delivered to each requesting shareholder as of the record date. We will dispense with the reading of the auditor's report to the meeting. There is no vote required with respect to the financial statements. Have any comments or questions been submitted regarding the financial statements?

No.

Hearing none, we will now move on to the formal items of business that require a vote. Our next item of business is the election of directors. We have 7 directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Brendon Buschman to make the nominations on behalf of the management of the corporation.

Mr. Chair, I Brendon Buschman, nominate those persons specified in the management information circular delivered with the notice of meeting, namely an alphabetical order by last name, Ken d'Entremont, Harmony Garges, Benoit Gravel, Michael Mueller, Stephen Nelson, Nancy Phelan, and Menassie Taddese to serve as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

Thank you, Brendon. As the corporation did not previously receive timely notice of any further nominations, I declare the nominations closed. Have any comments or questions been submitted regarding this matter?

No.

Hearing none, we will now conduct the vote by way of online ballot as previously described. As a reminder, if you previously submitted a completed proxy, you have voted, and it is not necessary to vote again on this ballot. [Voting]

We will now move to the reappointment of auditors. May I have a motion that PricewaterhouseCoopers LLP be reappointed as auditors of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration.