Ag Growth International Inc. (AFN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'm Bill Lambert, Chair of the Board, and it is my pleasure to welcome you to the Annual Meeting of Shareholders of Ag Growth International Inc. As you know, we are holding our meeting in a virtual format again this year, due to the ongoing COVID-19 pandemic and in order to support the health and well-being of our stakeholders. Our objective is to ensure that all shareholders have the same opportunity to participate in the meeting and vote regardless of their geographic location and the challenges posed by COVID-19. I'd like to acknowledge all those affected, and I'd like to thank AGI's employees, management team and Board for their part in protecting the health and safety of the public and our employees. Please note that there will not be a presentation or a general question-and-answer session following this meeting. However, if you would like an update on recent company developments, AGI released its Q1 results yesterday, and they are available on the company's website and on SEDAR. Also management held a conference call earlier today to discuss those results and answer analysts' questions. And an audio replay of that call is available for 7 days. Details of how to listen to the replay are contained in the AGI press release issued on April 26. Of course, any questions you have on the company's business at any time may be directed to the Ag Growth Investor Relations' team, whose contact details can be found on the AGI website. I'm also pleased to advise that in addition to the 8 individuals named as nominees in the proxy circular for this meeting, the Board intends to appoint Mike Frank as a Director immediately following the meeting. Timing did not allow for us to include Mike in the proxy circular, but under AGI's governing legislation and articles of incorporation, the Board may appoint a limited number of additional Directors between annual meetings to serve until the next annual meeting. As many of you likely know, Mike is a highly regarded Senior Agricultural Executive with deep experience in global operations and digital transformation. And most recently, was an Executive Vice President at Nutrien and CEO of Nutrien Ag Solutions. He will bring a wealth of highly relevant experience and insight to AGI developed over his 33-year career with Nutrien and Monsanto, including his recent leadership with Nutrien's retail business. Before we begin with the formal business of the meeting, I will provide some comments on voting and questions at today's meeting. As a reminder, only registered shareholders and duly appointed proxy holders are able to vote or ask questions. Voting can only be done through our virtual voting platform on the webcast. If you are a registered shareholder or proxy holder and wish to vote, click the voting icon at the top of the webcast page. Voting can be completed at any time from now until the end of the formal business of the meeting. If you have already voted in advance of the meeting and do not wish to change your vote, you do not need to vote again during the meeting. For those who have not yet voted, we encourage you to vote now. Questions relating to the business of the meeting can also only be submitted through our webcast platform. If you're a registered shareholder or proxy holder and wish to ask a question pertaining to an item of business being considered at this meeting, click the question icon at the top of the webcast page, type in your question in the text box at the bottom of the messaging screen and click the send button. Please start your question by identifying the motion to which your question pertains so we can address your question at the appropriate time of the meeting. We will receive the questions and read them out in order for everyone to be aware of the question being addressed. If we have a number of questions that are the same or very similar, we will consolidate the questions. We will endeavor to address all questions pertaining to the formal business of this meeting. However, please note that due to time constraints, we may not be able to do so. If you have questions on the business of this meeting, we encourage you to submit them now. Questions can be submitted throughout the meeting but must be received prior to the relevant item of business being conducted. Finally, we'd like to remind you that our answers to your questions may contain forward-looking information. By its nature, this information contains forecast assumptions and expectations about future outcomes, which are subject to the risks and uncertainties discussed more fully in our public disclosure filings. I will now call the meeting to order. Pursuant to AGI's bylaws, I will act as Chair at this meeting. Ryan Kipp will act as Secretary and representatives from Computershare, our Transfer Agent, will act as Scrutineers. In order that the meeting cover all the business for which it was convened within a reasonable period of time, we've prearranged with a number of persons attending this morning to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. The notice of this meeting and related materials were mailed to shareholders and to all Board members and to the Auditors in compliance with applicable securities and corporate requirements. The Secretary will append the declaration to the minutes of this meeting. The Scrutineers' report shows that a quorum is present. Notice having been mailed in accordance with the bylaws and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. The first item of business is to receive the financial statements and the auditor's report for the year ended December 31, 2020. A copy of these documents has been mailed to or has otherwise been made available to each shareholder in accordance with applicable laws. No vote on the financial statements is required or proposed to be taken. We will -- we'll now address the number of Board members to be elected at this meeting. May I have a motion to fix the number of directors?

I, Jim Vis, move that the number of Directors to be elected at this meeting be fixed at 8.

I, Ryan Kipp, second the motion.

Thank you. Can the Secretary please advise if any questions specific to this motion were submitted?

No questions specific to this motion were submitted.

Thank you. There being no further questions, we will now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

We will now move to the election of Directors. In accordance with AGI's advance notice bylaw, the only individuals who may be nominated as Directors at this meeting are the persons named as nominees in AGI's management proxy circular for this meeting. Therefore, I will now entertain a motion nominating such individuals for election as Directors of AGI.

I, Ryan Kipp, move that the following individuals be elected as members of the Board of Directors: Tim Close, Anne De Greef-Safft, Janet Giesselman, Bill Lambert, Bill Maslechko, Malcolm Mac Moore, Claudia Roessler and David White.

I, Jim Vis, second the motion.

Thank you. Can the Secretary please advise if any questions specific to this motion were submitted?

No questions specific to this motion were submitted.

Thank you. We will now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

May I now have a motion to appoint Auditors?

I, Jim Vis, move that Ernst & Young LLP be appointed Auditors for AGI to hold office until the next annual meeting or until their successors are duly appointed and that the Board of Directors of AGI be authorized to fix the Auditor's remuneration.

I, Ryan Kipp, second the motion.

Thank you. And can the Secretary please advise if any questions specific to this motion were submitted?

No questions specific to this motion were submitted.

Thank you. We will now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

The final item of business is the resolution to ratify and approve a new fixed number of share option plan for AGI and to approve all unallocated options under that share option plan. The details of the share option plan are set out in AGI's management proxy circular for this meeting. I would note that we are withdrawing the portion of the resolution to ratify and approve the grant of up to 170,000 options prior to the date of this meeting as no options have yet been granted under the share option plan. May I have a motion, please?

I, Ryan Kipp, move that the resolution to, one, ratify and approve a new fixed number share option plan for AGI; and two, approve all unallocated options under that share option plan, the text of which resolution is set forth on Page 20 of AGI's management proxy circular for this meeting be approved.

I, Jim Vis, second the motion.

Thank you. Can the Secretary please advise if any questions specific to this motion were submitted?

No questions specific to this motion were submitted.

Thank you. We'll now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Thank you again to all our shareholders who voted in advance of or during today's meeting. We will now pause for a moment for the Scrutineer to tabulate the preliminary results of the voting and provide those results to us.

Mr. Chair, I have received confirmation from the Scrutineer that each of the motions passed. In particular, the motion to set the number of nominees for election as Directors at 8 was approved by approximately 99% of the votes cast on the motion. Each of the nominated Directors was elected with at least 84% of the votes cast for election of Directors. The motion to appoint Ernst & Young as AGI's Auditors and authorize the Directors to fix the remuneration has been approved by approximately 99% of the votes cast on the motion. And the motion to approve the share option plan and related matters has been approved by approximately 93% of the votes cast on the motion.

Thank you, Ryan. And I declare each of the resolutions considered at today's meeting carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and press released in due course. As that concludes the formal business agenda of the meeting, I declare the meeting terminated. I thank you for attending today's meeting and for your strong show of support, interest and continued loyalty.