Canacol Energy Ltd (CNECCL.SN) Earnings Call Transcript & Summary

Welcome to the Canacol Energy Annual General and Special Shareholders Meeting. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Michael Hibberd, Chairman of the Board of Directors of Canacol Energy. Please go ahead.

Thank you. Good morning, ladies and gentlemen. Welcome to the Annual General and Special Meeting of Shareholders of Canacol Energy Ltd. My name is Michael Hibberd. I'm Chairman of the corporation, and I'll be Chairman of this meeting. In terms of our agenda today, we'll deal first with the formal business of our Annual General and Special Meeting, as described in the proxy materials which were sent to shareholders. Following the formal part of our meeting, management will be pleased to answer any questions you may have. In attendance today, we have 7 of our 8 directors. Hopefully, the eighth one will join us. And we have key members of our management present as well. Carolina, could you please identify the management team members who are on the line right now?

Yes, of course. We have Anthony Zaidi, and we have -- [indiscernible], General Counsel. We have Andres Valenzuela from the legal team as well. And myself who is -- I am Vice President of Investor Relations. And we also have Mauricio Hernandez, who is Investor Relations Manager. We have Jason Bednar, he's also monitoring the Bogota office. We have Jason Bednar, who is the Chief Financial Officer; Tracy Whitmore, Vice President of Tax. And I believe that's all.

We do have Charle Gamba as well.

Yes. He's Board member and CEO. Sorry about that. Thanks.

Thank you. And Mark Teare is in the office here with us as well.

Mark Teare, Vice President of Exploration. Correct.

Thank you. The meeting will now come to order. I'll ask Andres Valenzuela, Corporate Leader of the Corporation, to act as secretary of the meeting, and the Olympia Trust Company to act as scrutineer of the meeting. May I request the secretary to table proof of delivery of the notice of meeting, instrument of proxy, management information circular and the accompanying documents to the registered shareholders of the corporation? Okay. So we had a declaration produced, proving due mailing and notice. So since proof of mailing of the notice calling the meeting, the accompanying document is duly filed, I direct a copy of the notice of meeting with proof of delivery to be kept with the secretary and the records of the company. I'd like to take a moment to discuss voting procedures. [ Unless ] ballots requested in respect of any particular matter, voting on all matters will be conducted by show of hands. Any shareholder or proxy holder wishing to speak is requested to stand, and when recognized by the Chair, provide his or her name before addressing the meeting. Bylaws of the corporation provide that a quorum of shareholders at present at a meeting of shareholders if at least 2 persons holding or represented by proxy -- representing by proxy, not less than 5% of the shares entitled to vote at a meeting of shareholders are present in person or by proxy. I've received the scrutineer's report showing that there are in attendance at this meeting in person or by proxy 5 shareholders holding 108,947,841 common shares. Accordingly, the total representation at this meeting by shareholders present in person and by proxy is 60.7% of the common shares of the corporation. Therefore, I declare that there is a quorum present at this meeting. I now declare the meeting is regularly called and properly constituted for the transaction of business. First item of business is the presentation to shareholders of the audited financial statements of the corporation for the period ended December 31, 2020, and the auditor's report on these financial statements. Copies of these materials have been mailed to each registered shareholder, and there are extra copies available to shareholders on request. As any shareholder wishes to have the auditors report read, I don't propose to have it read at this meeting. I request -- thank you, Anthony. Please proceed.

I move that the reading of the report of the auditor and the financial statements be dispensed with.

I second.

That's Andres Venezuela, seconded. Thank you. All those in favor, please signify in the usual manner by raising their hand. [Voting]

Opposed. [Voting]

Motion is carried. Next item business, the fixing of the size of the Board of Directors to be elected at the meeting. This upcoming year, it is proposed the Board of Directors shall consist of 8 members. I request that the motion to fix Board of Directors at 8 members.

This is Anthony Zaidi. I move that the Board of Directors of the corporation to be elected at the meeting be fixed at 8 members.

Thank you.

This is Andres Valenzuela. I second the motion.

Thank you. All those in favor, please signify in the usual manner by raising their hand. [Voting]

Opposed, if any. [Voting]

Motion is carried. We'll now proceed with the election of directors. 8 directors will be elected at this time to hold office until the next annual meeting or until their successors are elected or appointed.

This is Anthony Zaidi. I nominate Charl Gamba; Michael Hibberd; David Winter; Gregory Elliott; Francisco Diaz; Gonzalo Fernandez-Tinoco; Ariel Merenstein; and Juan Argento for election as directors of the corporation to hold office for the ensuing year unless his office is earlier vacated in accordance with the bylaws of the corporation.

This is Andres Valenzuela, and I second the motion.

Thank you. Are there any further nominations? I now declare nominations closed. All in favor of the election of those nominated, please signify by raising your hand. [Voting]

Opposed, if any. [Voting]

I now declare those nominated to be duly elected directors of the corporation to hold office until the next annual election of directors unless their office is vacated or a successor is appointed in accordance with the bylaws of the corporation. Next item of business is the appointment of the auditors of the corporation.

This is Anthony Zaidi. I move that KPMG LLP, Chartered Professional Accountants be appointed as auditor of the corporation until the next Annual General Meeting or until a successor is appointed and that KPMG's remuneration be fixed by the Board of Directors.

Thank you.

This is Andres Valenzuela. I second the motion.

Thanks very much. All those in favor, signify by raising your hand. [Voting]

Opposed? [Voting]

None opposed. Motion carried. Next item of business is the approval of the omnibus long-term incentive plan of the corporation. All is more particularly described in the Management Information Circular of the corporation dated May 12, 2021.

This is Anthony Zaidi. I move that the ordinary resolution as more particularly set forth in the information circular relating to the amended stock option plan and unallocated stock options be approved.

This is Andres Valenzuela. I second the motion.

Thank you. In order to record accurately the voting results of this resolution, it's going to be necessary to conduct a vote on this resolution by ballot. We'll take just a moment to permit balloting and tabulation to occur. [Voting]

Do we have it?

I confirm.

Okay. Very good. Thank you. Received the report on the ballot from the scrutineer, and it is clear that the ordinary resolution of shareholders regarding approval of the amended stock option plan and the unallocated stock auctions has been duly passed, with 92.5% of the votes having been cast in favor of the resolution. If any shareholder is interested in the exact number of votes cast in favor, against this resolution, particulars may be obtained from the secretary of the meeting. I direct the scrutineer's report be in the next minutes of this meeting as a schedule. Anything you need to add there? Okay. Very good. So if there is no further business to be brought forth before the meeting, I'll ask for a motion to terminate this meeting.

Zaidi, I move that the meeting be terminated.

This is Andres Valenzuela. I second the motion.

Thank you. All those in favor of the resolution, signify by raising your hand, please. [Voting]

Opposed. [Voting]

None opposed. Carried. I declare the meeting terminated. Thank you very much.

Thank you, all.

The conference has now concluded. Thank you for attending. You may now disconnect.