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

Good morning. 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. This year, we're again hosting our annual meeting in a virtual format. We value interaction with our shareholders and believe that the virtual format provides an excellent opportunity for shareholders to participate regardless of their geographic location. 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 earlier this week which are available on the company's website and on SEDAR. And management held a conference call yesterday morning to discuss those results and to answer analyst questions. An audio replay of that call is available for 7 days after the call. Details of how to listen to it are contained in the AGI's press release issued on April 19. We'd also welcome you to watch AGI's Investor Day 2023 presentation, which can be found on the company's website. Of course, any questions you have on the company's business at any time may be directed to the AGI Investor Relations team, whose contact details can be found on the company's website. Before we begin 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 proxy holders are able to vote or ask questions. Voting is conducted through the virtual voting platform on the webcast. If you are a registered shareholder or a 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 meeting. If you've 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 only be submitted through the webcast platform. [Operator Instructions] 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 assumptions and expectations about future outcomes, which are subject to the risks and uncertainties discussed more fully in our public disclosure filings. I now call the meeting to order. Pursuant to AGI's bylaws, I will act as chair of this meeting. Ryan Kipp will act as Secretary, and representatives of Computershare, our transfer agent, will act as scrutineers. In order to the meeting cover all of 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 all Board members and to the auditors in compliance with applicable securities and corporate law 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, 2022. A copy of these documents has been mailed to or otherwise being 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 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, Noam Silberstein, move that the number of directors to be elected at this meeting be fixed at 10.

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. 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 advanced 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: Rohit Bhardwaj, Anne De Greef-Safft, Mike Frank, Janet Giesselman, Paul Householder, Bill Lambert, Bill Maslechko, Malcolm (Mac) Moore, Claudia Roessler and David White.

I, Noam Silberstein, 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, Noam Silberstein, move that Ernst & Young LLP be appointed auditors of 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. 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 next item of business is to consider the adoption of an ordinary resolution approving: first, amendments to AGI's equity incentive award plan to increase the number of shares that may be issued under the plan; and second, the ratification of certain share awards conditionally granted under the plan, all as described in detail in AGI's management proxy circular for this meeting. May I have a motion on this resolution?

I, Ryan Kipp, move that the ordinary resolution to: first, approve amendments to the company's equity incentive award plan to increase the number of shares that may be issued under the plan by 700,000 shares concurrent with the termination of AGI's share option plan; and secondly, ratify and approve the grant of 164,492 share awards, conditionally granted under the plan by the Board of Directors of AGI prior to the date of this meeting. The text of which resolution is set forth on Page 10 of AGI's management proxy circular for this meeting be approved.

I, Noam Silberstein, 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]

The next item of business is to consider the adoption of an ordinary resolution to reconfirm, reapprove and ratify AGI's shareholder protection rights plan. The ordinary resolution must be passed for the shareholder protection rights plan to continue. Otherwise, it will terminate. May I have a motion, please?

I, Ryan Kipp, move that the ordinary resolution to reconfirm, reapprove and ratify AGI's shareholder protection rights plan. The text of which resolution is set forth on Page 14 of AGI's management proxy circular for this meeting be approved.

I, Noam Silberstein, 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]

The final item of business is to vote on a nonbinding advisory resolution concerning AGI's approach to executive compensation. As this is an advisory vote, the results will not be binding upon the Board. However, the Board will consider the outcome of the vote as part of its ongoing review of executive compensation. May I have a motion, please?

I, Ryan Kipp, move that the nonbinding advisory resolution to accept AGI's approach to executive compensation. The [ text ] of which resolution is set forth -- set out on Page 16 of AGI's management proxy circular for this meeting be approved.

I, Noam Silberstein, 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 their vote, no further action is required. [Voting]

Thank you, again, to all our shareholders who voted in advance 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. Kipp, do you have the preliminary results of the voting?

Yes, Mr. Chair. I have received confirmation from the scrutineer that each of the motions has been approved by more than the requisite majority, including the election of each of the nominees to AGI's Board of Directors.

Thank you, Ryan. I declare each of the resolutions considered at today's meeting carried, and each of the director nominees elected. 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. Thank you for attending today's meeting and for your strong show of support, interest and continued loyalty.