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

Good morning, and welcome to the Canacol Energy Annual General and Special Shareholders Meeting. [Operator Instructions] Please note, this event is being recorded. At this time, I'd like to turn the floor over to Mr. Michael Hibberd, Chairman of the Board of Directors of Canacol Energy. Please go ahead.

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 chair this meeting. Before I start, I'd like to ask Charle Gamba to introduce members of the management team who are in attendance. So please go ahead, Charle. Your volume is not working. [Technical Difficulty]

Okay. Good morning, Mike. I'd like to introduce on my left...

Charle, the volume is gone again. [Technical Difficulty]

On my left, I'd like to introduce Anthony Zaidi, General Counsel and VP of Business Development. To his left, Andres Valenzuela, who is a legal representative for Canacol Energy here in Colombia. And at the back of the room, Mauricio Hernández, who is our Vice President of Investor Relations here in Colombia.

Thank you. We have Jason Bednar on the line, who's our CFO; and Aurora Juan is here with Tracy Whitmore as well in the Calgary office. Members of the Board today, we're sorry for the delay there. We're waiting for some of our Board members to join, but members are in attendance at this meeting, and we'll proceed with the agenda items. The formal matters of the annual and special meeting are described in the proxy materials, which were sent to shareholders. Following the formal part of the meeting, there will be a chance to ask questions. So the meeting will be now coming to order, and I ask Andres Valenzuela, Corporate Leader of the corporation, to act as the secretary of the meeting; Olympia Trust Company to act as scrutineer of the meeting. Now I request the secretary to table proof of delivery of the notice of meeting, instrument of proxy, management information circular and accompanying documents to the registered shareholders of the corporation. Okay. Can you please introduce that?

I have here -- actually, we have the original here.

Okay. So we have the original.

We have the original here and just e-mailed [ ahead of time ].

Thank you. Proof of mailing of the notice calling the meeting, the accompanying documents has been duly filed, and I direct the copy of notice of the meeting with proof of deliveries to be kept by the secretary with the records of this meeting. Let me take a moment to discuss voting procedures. Unless ballots are requested in respect of any particular matter, voting on all matters will be conducted by show of hands. Any shareholder of proxyholder 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 is present at a meeting of shareholders if at least 2 persons holding or represented by proxy, not less than 5% of the shares entitled to vote at the meeting of shareholders are present in person or by proxy. I have received the scrutineer's report showing that there are in attendance at this meeting, in person or by proxy, 6 shareholders holding 103,360,189 common shares. Accordingly, the total representation at this meeting by shareholders in person and by proxy is 60.9% of the common shares of the corporation. Therefore, I declare that there is a quorum present at this meeting. Now I declare the meeting is regularly called and properly constituted for the transaction of business. First item of the business is the presentation to shareholders of the following audited financial statements of the corporation for the period ended December 31, 2021, and the auditors report on these financial statements. Copies of these materials have been mailed to each registered shareholder, and there are extra copies available to shareholders upon request. Unless any shareholder wishes to have the auditors' report read, I don't propose to have it read at this meeting.

This is Anthony Zaidi. I move that the reading of the report of the auditor and the financial statements be dispensed with.

We couldn't hear that just barely. Just -- Anthony, could you please talk louder and repeat the motion?

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

Thank you. Seconder, please.

I second the motion.

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

Opposed? [Voting]

The motion is carried. Next item of business is the fixing of the size of the Board of Directors to be elected at the meeting. This upcoming year, the proposed Board of Directors shall consist of 8 members. I'll now request a motion to fix the Board of Directors to have 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.

This is Andres Valenzuela. [indiscernible]

Andres, could you repeat that? We could not hear your...

Andres Valenzuela, I second the motion.

Thank you. All in favor signify in the manner by raising your hand. [Voting]

Opposed? [Voting]

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

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

Andres Valenzuela, I second the motion.

Thank you. Any further nominations? Now I declare the nominations to close. All in favor of the election of those nominated, please signify in the usual manner by raising your hand. [Voting]

Opposed? [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. The next item of business is the appointment of the auditors of the corporation.

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

Andres Valenzuela, I second the motion.

Thank you. [indiscernible] all those in favor, signify in the usual manner by raising your hand. [Voting]

Opposed? [Voting]

None? Motion is carried. Next item of business is the reapproval of the omnibus long-term incentive plan of the corporation, all this more particularly described in the management information circular of the corporation dated May 13, 2022.

This is Anthony Zaidi. I move that the ordinary resolution, as more particularly set forth in the information circular relating to the approval of the omnibus plan, be approved.

This is Andres Valenzuela. I second the motion.

Thank you. In order to accurately record the voting results for this resolution, it will be necessary to conduct the vote on this resolution by ballot. Let's stop for a moment while I receive the report on the voting. [Voting]

Thank you. By the scrutineer's report on this motion, the votes are as follows: for, 79,178,231, representing 85.63%; against, 13,282,843, representing 14.37%; not voted, 10,899,115. All the votes are represented, 103,360,189. And the scrutineer's report has been signed by the scrutineer. So thank you. I direct now that the scrutineer's report be in the minutes of the meeting. And the motion is passed. Next item -- there's no further business. As there is no further business, I'll ask for a motion to terminate this meeting.

This is Anthony Zaidi. I move that the meeting be terminated.

Andres Valenzuela, I second the motion.

All in favor, please signify in the usual manner by raising your hand. [Voting]

Opposed? [Voting]

None? I declare the meeting terminated. Thank you very much.