Maxim Power Corp. (MXG) Earnings Call Transcript

Good morning, and welcome to the 2025 Annual General and Special Meeting of the shareholders of Maxim Power Corporation. My name is Bob Emmott, I am CEO and President of Corporation. I will be serving as Chairman of this meeting. I will ask Kim Karran to act as the Secretary of the meeting. And I would now like to request the meeting to order. Before we proceed with the formal business of today's meeting, I would like to introduce the members of the Board of Directors present today. Wiley Auch on the phone; W. Brett Wilson in person; Brad Wall on the phone; Andrea Whyte on the phone. Unfortunately, Bruce Chernoff and Mike Mayder are unable to attend and send their regrets. With consent of the meeting, I appoint Donald Santini of Computershare Trust Company of Canada to act as the Scrutineer of the meeting to report on the number of common shares represented in person or by proxy at this meeting and to compute the votes of any ballot or poll taken at this meeting and to report thereon to the Chairman. Secretary has advised that she has received a declaration from the scrutineer stating that the shareholders have been sent notice of this meeting in advance of the time required for such notice. And the Scrutineer has also advised that a quorum is present. The scrutineer's report will be available from the Secretary, and I further direct that the report of the Scrutineer be attached to the minutes of this meeting as a schedule. I now declare that this meeting has been regularly called and is properly constituted for the transaction of business. I propose to conduct each resolution vote by a show of hands unless a ballot is requested other than in respect of the individual voting for directors, approval of the unallocated stock options and confirmation of our amended and restated bylaw #1, which will be conducted by way of ballot. The first item of business is the presentation of the 2024 audited consolidated financial statements of the corporation for the year ended December 31, 2024, and the report by our auditor thereon. A copy of such financial statements and the report of the auditor has been sent to registered shareholders and those nonregistered beneficial owners who had requested a copy. No vote by the shareholders is required or proposed to be taken with respect to the financial statements. The next item of business is to approve an ordinary resolution to fix the number of directors of Maxim to be elected at this meeting for the ensuing year.

Mr. Chairman, I move that the number of Directors to be elected at this meeting for the ensuing year be fixed at 6.

I second the motion.

You have heard the motion. Is there any discussion? If there is no discussion, would all those shareholders entitled to vote who are in favor, signify by raising their hand. [Voting]

Contrary, if any? [Voting]

The motion is carried. Election of directors. The next item of business is the election of directors of Maxim. The proposed nominees are set forth in the management information circular and proxy statement prepared for this meeting. Those nominees are Wiley Auch; Bruce Chernoff; Mike Mayder; Brad Wall; W. Brett Wilson; and Andrea Whyte.

I nominate the 6 nominees named in the management information circular and proxy statement to serve as directors for the ensuing year.

Are there any further nominations? As there are no further nominations, I declare the nominations closed. May I have a motion regarding the election of directors?

Mr. Chairman, I move that each of the following nominees: Wiley Auch and Bruce Chernoff, Mike Mayder, Brad Wall, W. Brett Wilson and Andrea Whyte be hereby separately elected as directors of Maxim for the period commencing as of the date hereof and ending at the close of the next Annual Meeting of Shareholders of the corporation or until their successor is elected or appointed unless their office is vacated earlier.

I second the motion.

In order to comply with the requirements of the Toronto Stock Exchange and the Corporation's Majority Voting Policy, the vote will be conducted by ballot. I ask proxy holders and registered shareholders present in person to complete the ballot on the election of directors, which was provided to you when you entered the meeting. When completed, please provide your ballot to the scrutineers who will tabulate the results. You do not need to complete a ballot if you have already completed and submitted a proxy and wish to vote in accordance with the instructions in your proxy.

Mr. Chairman, I've collected all the ballots.

Thank you. The Scrutineer has provided the results of the ballot on the motion. The motion has been carried with the individual election of each Director receiving more For votes than Withheld votes. I declare each of the nominated persons to be duly elected directors of the corporation to hold office for the ensuing year until the next Annual Meeting of Shareholders or until their successors are elected or appointed unless such office is earlier vacated. The next item of business is the appointment of the auditor of the corporation. It is proposed that KPMG LLP, Chartered Accountants be appointed the auditor of the corporation until the next Annual Meeting of Shareholders of the corporation or until a successor is appointed and to authorize the directors to fix the remuneration of the auditors. May I have a motion?

Mr. Chairman, I move that KPMG LLP, Chartered Accountants, be appointed as auditors of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and to authorize the Board of Directors to fix the remuneration of the auditors.

I second the motion.

You have heard the motion. Is there any discussion? If there is no discussion, would all those shareholders entitled to vote who are in favor, signify by raising their hands? [Voting]

Contrary, if any? [Voting]

The motion is carried. The next item of business is the approval of an ordinary resolution as set forth in the management information circular and proxy statement prepared for this meeting. With respect to the confirmation of the amended and restated bylaw #1, may I have a motion?

Mr. Chairman, I move that the ordinary resolution set forth in the management information circular under the heading Approval of Amended Bylaws with respect to the approval of the amended and restated bylaw #1 of the corporation be and is hereby approved on the terms or particularly described in the management information circular.

I second the motion.

You have heard the motion. Is there any discussion? Voting on this matter will be conducted by ballot. To be adopted, this resolution must be approved by a majority of the votes cast at this meeting. I ask proxy holders and registered shareholders present in person to complete the ballot on the approval of the ordinary resolution to confirm our Amended And Restated bylaw #1, which was provided to you when you entered the meeting. When completed, please provide your ballot to the Scrutineers who will tabulate the results.

Mr. Chairman, I've collected all the ballots.

Thank you. The Scrutineer has confirmed that a majority of the votes cast at the meeting have voted in favor of the motion. I therefore declare that the motion be carried. The next item of business is approval of an ordinary resolution as set forth in the management information circular and proxy statement prepared for this meeting with respect to the approval of unallocated stock options. May I have a motion?

Mr. Chairman, I move that the ordinary resolution set forth in the management information circular under the heading Approval of Unallocated Options under the Stock Option Plan with respect to the approval of all unallocated options issuable under the corporation's stock option plan for a 3-year period be and is hereby approved under the terms more particularly described in the management information circular.

I second the motion.

You have heard the motion. Is there any discussion? Voting on this matter will be conducted by ballot to be adopted, this resolution must be approved by the majority of the votes cast at this meeting. I ask proxy holders and registered shareholders present in person to complete the ballot on the approval of the ordinary resolution to approve all unallocated stock options for the next 3 years, which was provided to you when you entered the meeting. When completed, please provide your ballot to the Scrutineer who will tabulate the results.

Mr. Chairman, I've collected all ballots.