Exhibit 99.1
TRANSITION THERAPEUTICS INC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
HELD ON DECEMBER 10, 2015
PREPARED BY
COMPUTERSHARE INVESTOR SERVICES INC.
TORONTO
TRANSITION THERAPEUTICS INC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
HELD ON DECEMBER 10, 2015
FINAL SCRUTINEERS' REPORT
| 2 | SHAREHOLDERS IN PERSON, REPRESENTING | | 15,822 | SHARES |
| | | | | |
| 67 | SHAREHOLDERS BY PROXY, REPRESENTING | | 30,988,319 | SHARES |
| | | | | |
| 69 | TOTAL SHAREHOLDERS, HOLDING | | 31,004,141 | SHARES |
| | TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE: | 38,878,879 | |
| | | | |
| | | | |
| | PERCENTAGE OF OUTSTANDING SHARES
REPRESENTED AT THE MEETING:
| 79.75% | |
| | | | |
| /s/ Eric Caramancion | | /s/ Paul Keyes | |
| ERIC CARAMANCION | | PAUL KEYES | |
| SCRUTINEER | | SCRUTINEER | |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
TRANSITION THERAPEUTICS INC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
HELD ON DECEMBER 10, 2015
REPORT ON BALLOT
MOTION #1
Election of Directors
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
| NAME | VOTES IN FAVOR | % | VOTES WITHHELD | % |
| Michael Ashton | 18,526,595 | 98.92% | 202,544 | 1.08% |
| Paul Baehr | 18,527,206 | 98.92% | 201,933 | 1.08% |
| Dr. Tony Cruz | 18,534,229 | 98.96% | 194,910 | 1.04% |
| Christopher M. Henley | 18,527,573 | 98.92% | 201,566 | 1.08% |
| Dr. Gary W. Pace | 18,526,672 | 98.92% | 202,467 | 1.08% |
| /s/ Eric Caramancion | | /s/ Paul Keyes | |
| ERIC CARAMANCION | | PAUL KEYES | |
| SCRUTINEER | | SCRUTINEER | |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
TRANSITION THERAPEUTICS INC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
HELD ON DECEMBER 10, 2015
REPORT ON PROXIES
| | NUMBER OF SHARES | | PERCENTAGE OF VOTES CAST |
| MOTIONS | | FOR | | AGAINST | | WITHHELD/ ABSTAIN | | SPOILED | | NON VOTE | | FOR | | AGAINST | | WITHHELD/ ABSTAIN |
| Elect Michael Ashton as Director | | 18,510,773 | | 0 | | 202,544 | | 0 | | 12,275,002 | | 98.92% | | 0.00% | | 1.08% |
| Elect Paul Baehr as Director | | 18,511,384 | | 0 | | 201,933 | | 0 | | 12,275,002 | | 98.92% | | 0.00% | | 1.08% |
| Elect Dr. Tony Cruz as Director | | 18,518,407 | | 0 | | 194,910 | | 0 | | 12,275,002 | | 98.96% | | 0.00% | | 1.04% |
| Elect Christopher M. Henley as Director | | 18,511,751 | | 0 | | 201,566 | | 0 | | 12,275,002 | | 98.92% | | 0.00% | | 1.08% |
| Elect Dr. Gary W. Pace as Director | | 18,510,850 | | 0 | | 202,467 | | 0 | | 12,275,002 | | 98.92% | | 0.00% | | 1.08% |
| Reappointment of Auditors | | 30,210,668 | | 0 | | 777,651 | | 0 | | 0 | | 97.49% | | 0.00% | | 2.51% |
| Stock Option Plan | | 16,624,845 | | 2,088,472 | | 0 | | 0 | | 12,275,002 | | 88.84% | | 11.16% | | 0.00% |
| TOTAL SHAREHOLDERS VOTED BY PROXY: | 67 |
| TOTAL SHARES ISSUED & OUTSTANDING: | 38,878,879 |
| TOTAL SHARES VOTED: | 30,988,319 |
| TOTAL % OF SHARES VOTED: | 79.70% |
| /s/ Eric Caramancion | | /s/ Paul Keyes | |
| ERIC CARAMANCION | | PAUL KEYES | |
| SCRUTINEER | | SCRUTINEER | |
