Hikma Pharmaceuticals PLC (HIK) Earnings Call Transcript & Summary

Good afternoon, good morning, everyone, and welcome to this Annual General Meeting of Hikma Pharmaceuticals 2021. Peter Speirs, the Secretary of the Board is the only one in London in the meeting room at the moment, I want to hand it over to him to go through the agenda. Peter?

Thank you, Siggi. Good afternoon, ladies and gentlemen. In accordance with the company's Articles of Association, I confirm that there is a quorum of shareholders in the room. The shareholders present have confirmed that they are content for me to perform the role of Chairman of the meeting. Today, we'll focus on the formal aspects of the Annual General Meeting, which will form 3 parts. Firstly, I will explain the procedures for the meeting. Secondly, there will be an opportunity to address shareholders' questions. Thirdly, we will consider the resolutions that have been proposed to shareholders. Section 1, the procedures. At Hikma, the health and welfare of our people is of paramount importance, and in light of the continued social restrictions resulting from the COVID-19 pandemic, we have put in place safety measures for this meeting this afternoon. We have made arrangements for shareholders to listen via the telephone or join via the Internet. In line with governmental advice, we have restricted shareholders' attendance at the physical meeting. As previously announced, shareholders listening remotely will not be counted as being present at the meeting. Those shareholders have had the opportunity to vote by submitting their proxy votes in advance of the meeting. They've also had the opportunity to ask questions by writing to me. We will answer those questions during the second part of the meeting. The notice for this meeting, together with the annual report and accounts for the year ended at December 31 2020, were sent to shareholders on the 17th of March, 2021. Unless there are any objections to this, the notice is hereby taken as read. There were 21 resolutions for you to consider. Resolution 16 and 18 to 21 are proposed as special resolutions, and the remainder are proposed as ordinary resolutions. The explanatory notes for the resolutions are contained in the notice of meeting on Pages 4 to 7. The resolutions are to be decided on a poll, which is overseen by link the poll's scrutineers. The Board believes the poll is a more accurate representation of shareholders' voting intentions. As shareholders' votes are counted in accordance with the number of shares held, and all votes tended are taken into account. It gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded. The only people entitled to attend today's meeting are myself and any other shareholder present. As the Chairman of this meeting, I'll also be exercising votes on behalf of all shareholders who have duly appointed the Chairman of the meeting as their proxy. Where those shareholders have indicated how they wish to vote on their proxy form, I will follow their instructions. In respect to those proxies, where the Chairman of the meeting has been granted discretion as to how to vote, I will cast the vote in favor of the relevant resolution. For those accessing the meeting over the Internet with a screen, the proxy votes lodged in advance of the meeting will be displayed. For those using the telephone, I will provide an overall summary of the voting as we proceed. The final results of the poll will be released to the London Stock Exchange later today and published on our website. Section 2, questions and answers. We now turn to the shareholders' opportunity to ask questions. Firstly, we deal with questions in the room. There are no questions in the room. Secondly, we will answer questions that have been submitted to me in advance. There are no questions that have been submitted to me in advance. Section 3, resolutions. We now turn to the formal business of the meeting, which is detailed in the notice of meeting on Pages 2 and 3. I will take each resolution in turn and summarize the proxy votes lodged in advance of the meeting after each resolution. Resolution 1, that the reporting accounts for the year ended, the 31st of December, 2020, be received. There were 177 million proxy votes issued in advance of the meeting, of which 99.9% were in favor. Resolution 2, that the recommended final dividend of $0.34 per ordinary share be approved and declared. There were 178 million proxy votes issued in advance of the meeting, of which 99.9% were in favor. Resolution 3, that PricewaterhouseCoopers LLP be reappointed as auditors of the company. There were 178 million proxy votes issued in advance of the meeting, of which 99.3% were in favor. Resolution 4, that the Audit Committee be authorized to determine the remuneration of the auditors. There were 178 million proxy votes issued in advance of the meeting, of which 99.9% were in favor. Resolution 5, that Douglas Hurt be elected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 98.1% were in favor. Resolution 6, that Said Darwazah be reelected as a director of the company. There were 176 million proxy votes issued in advance of the meeting, of which 97.2% were in favor. Resolution 7, that Siggi Olafsson be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 98.8% were in favor. Resolution 8, that Mazen Darwazah be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 96.1% were in favor. Resolution 9, that Patrick Butler be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 97.0% were in favor. Resolution 10, that Ali Al-Husry be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 98.3% were in favor. Resolution 11, that Dr. Pamela Kirby be reelected as a director of the company. There were 176 million proxy votes issued in advance of the meeting, of which 95.1% were in favor. Resolution 12, that John Castellani be reelected as a director of the company. There were 177 million proxy votes issued in advance of the meeting, of which 98.9% were in favor. Resolution 13, that Nina Henderson be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 98.4% were in favor. Resolution 14, that Cynthia Schwalm be reelected as a director of the company. There were 178 million proxy votes issued in advance of the meeting, of which 86.5% were in favor. Resolution 15, that the directors remuneration report for the year ended at 31st December, 2020 be approved. There were 177 million proxy votes issued in advance of the meeting, of which 90.4% were in favor. Resolution 16, that the new Articles of Association, a copy of which have been initialed by me for the purposes of identification, be approved and adopted. There were 178 million proxy votes issued in advance of the meeting, of which 99.7% were in favor. Resolution 17, that the directors be granted authority to make allotment of shares for rights issues and other ordinary course matters, subject to the limitations set out in the text of Resolution 17. There were 178 million proxy votes issued in advance of the meeting, of which 86.9% were in favor. Resolution 18, that the directors be granted authority to allot shares on a non-preemptive basis, subject to the limitations set out in the text of Resolution 18. There were 178 million proxy votes issued in advance of the meeting, of which 99.6% were in favor. Resolution 19, that the directors be granted further authority to allot shares on a non-preemptive basis for financing a transaction, which is determined to be an acquisition or other capital investments, subject to the limitations set out from the text of Resolution 19. There were 178 million proxy votes issued in advance of the meeting, of which 97.9% were in favor. Resolution 20, that the directors be granted authority to make market purchases of shares, subject to the limitations set out in the text of Resolution 20. There were 178 million proxy votes issued in advance of the meeting, of which 99.2% were in favor. Resolution 21, that the directors be granted authority to call the General Meeting of the company at no less than 14 days' clear notice. There were 178 million proxy votes issued in advanced of the meeting, of which 95.1% were in favor. I'm able to inform you that based on the proxies lodged before the meeting, all 21 resolutions have been passed. The precise figures for the results of the poll will be available later today and will be declared on our website and announced to the London Stock Exchange shortly afterwards. That concludes the business of today's Annual General Meeting. Thank you for participating. I now declare the meeting closed.