Kenmare Resources plc (KMR) Earnings Call Transcript & Summary
May 13, 2021
Earnings Call Speaker Segments
Steven McTiernan
executiveGood afternoon, and welcome to the 2021 Annual General Meeting of Kenmare Resources. As you may have heard from the host, my name is Steven McTiernan, and I'm Chairman of the company. We've taken steps, this rather special, year to make the meeting accessible despite the COVID restrictions and the Irish government guidelines on social gathering -- social distancing and public gatherings. I'm pleased to extend a warm welcome to all our shareholders who might be participating online through the virtual meeting platform hosted by Lumi and also through the teleconference facility. Unfortunately, as I'm based in the U.K., I'm unable to physically attend this meeting in Dublin, so Michael Carvill, our Managing Director, will act as formal Chairman of this meeting, which is in accordance with the articles of association of the company. Michael is in the company's Dublin offices at Styne House, along with our Financial Director, Tony McCluskey; and Company Secretary, Deirdre Corcoran. We're also joined on the conference call facility by our nonexecutive directors and by our auditors, KPMG, and some members of the senior management team. Firstly, I think, I should introduce you to our Board. There have been a few changes this year. Firstly, as I said, Michael Carvill is our Managing Director. Michael is based in Dublin. He's an engineer by profession and founded Kenmare. And he's been with the company since 1986 Tony McCluskey is our Finance Director. He's also based in Dublin and joined the company in 1999, and he's a chartered accountant by profession. Peter Bacchus is our Senior Independent Director, and he's also Chair of the Nominations Committee. He lives in the U.K. and is an investment banker and a chartered accountant. Elaine Dorward-King joined Kenmare in 2019. She is a scientist or a distinguished scientist and chairs our Sustainability Committee. Elaine joins us from Utah today, Utah in the U.S.A. Clever Fonseca, hi, Clever, is based in Florida and is a mining engineer, and he joined the company's Board in 2018. Sameer Oundhakar joined Kenmare quite recently. Hi, Sameer. And he is a Senior Manager in the Diversified Private Equity Investments department of the Oman Investment Authority, OIA. And Sameer is based in Muscat. Graham Martin is based in the U.K., and he's a natural resources lawyer by background. He joined the committee in 2016 and also chairs our Remuneration Committee. Gabriel Smith joins us from Norway. He has been with Kenmare since 2013 and chairs the Auditor and Risk Committee. And Gabriel has decided not to seek reelection at this AGM and will be retiring at the end of proceedings. We'd like to thank him very much for his outstanding service to the company over his significant tenure. And lastly, Deirdre Somers, who joined the company last year, and she is a qualified chartered accountant. And some of you in Ireland will know that she was the former Chief Executive of the Irish Stock Exchange. Deirdre will succeed Gabriel as Chair of the Audit and Risk Committee, and she's also based in Dublin. We enjoy the opportunity, each year, the AGM provides us an opportunity to meet and communicate with our shareholders. Unfortunately, due to COVID-19 restrictions, as is obvious, it's not possible this year to have the meeting in the ordinary way. We, therefore, asked the shareholders to exercise their rights by voting in advance through the appointment of proxies, and we have also invited shareholders to these proceedings via conference call and through this visual meeting platform, which I hope is working well for you all. To facilitate shareholder participation at this meeting, we've provided, for shareholders, to submit written questions and also vote via the virtual meeting platform. You can also ask questions through the teleconferencing facility if you're a qualified shareholder. Before proceeding with the formal business of the meeting, though, there are a few housekeeping matters to deal with. [Operator Instructions] Okay. I'd like now to provide -- before introducing you to Michael for most of the rest of the meeting as meeting chairman. I think, I should just provide a brief overview as Chairman of the significant events of 2020. And it was certainly a year which proved to be challenging and also transformative, but ultimately, very successful indeed for the company. COVID overshadowed everything, of course. The global effect of COVID have been unprecedented in our lifetimes, the distressing levels of mortality and serious effects on mobility and economic activity. And while we're all hopeful that the relative various vaccines, currently underway, will ultimately be successful. It may take quite a while to fully take effect, especially in emerging markets and in Mozambique, in particular, where we operate. Of course, Kenmare has always prioritized the safety and well-being of our employees and our host communities and the environment. With the arrival of COVID-19 in the second quarter of 2020, we rapidly instituted regular testing of our workforce on site, with quarantining of all arrivals as necessary. And this allowed rapid identification and isolation of positive cases and limited the spread of the virus on site, and we were able to continue operating really quite well. Physical distancing measures and strict hygiene protocols were also introduced. However, inevitably, there have been impacts from reduced availability of the workforce and offsite considerable supply chain disruption. Also, Mozambique as a country experienced the most serious wave of infection in January and February this year, and our site was also inevitably affected. The number of people in isolation on site for COVID-19 did reach a peak of 177 in mid-March this year. But I'm glad to say it's now down to low single digits again, and we're operating relatively normally. I should also say we've worked closely and cooperatively on COVID-19 throughout with the government of Mozambique and our local communities. We donated 8 ventilators, 50 noninvasive ventilation machines and a host of PPE equipment to the government quite early on in the pandemic, and Michael can give you more details in his presentation shortly. Turning to our operations and projects. 2020 was very important. It saw the completion of the last of 3 developments and the biggest of 3 developments to increase production capacity to 1.2 million tonnes of ilmenite per annum. The move of the WCP dredge and the concentrator plant from Namalope to the new high-grade Pilivili ore zone to the South was the first project of its type in our industry. The dredge and plant were moved by road without disassembly. The scale of this project is hard to comprehend or contemplate without seeing it. The concentrator plant, alone, weighed the equivalent of 550 double-decker buses, and it's taller than a 7-story building. If you haven't seen it yet, I really commend a video of this operation on our website. It's impressive. And of course, as well as the significant technical challenges of this project, there were further complications brought on by the COVID-19 pandemic, such as disruption to supplies and transport of specialist personnel. Nonetheless, I'm pleased to say that WCP B was successfully relocated in Q3 2020 to Pilivili ahead of schedule, which is a huge triumph for the company. It has already begun to deliver substantial value with significantly increased production from the Q4 last year. Also, the new -- the brand-new WCP C plant, which was largely constructed in 2019, was finished and ramped up towards full production in 2020, and that's further enhanced our mining capacity and our resilience. The successful completion of these projects is now delivering sustainably higher production volumes, reliability and increased cash flow. And this will support our strategy to materially increase shareholder returns over time. Agreeably, as well as project success, the ilmenite market also performed very strongly in 2020. And there have been further price increases in 2021. And despite some increased supply to the global market from China and Vietnam, ilmenite demand has exceeded Kenmare's ability to supply in the first quarter of 2021, even after drawing on our inventories. So I think the prospects remain good for a solid ilmenite market going forward. Of course, while successfully delivering our growth projects and optimizing operations, we also have reinforced our focus during the year on being a responsible citizen, not least because of our efforts to control COVID-19. And for the second year running, we were delighted to see our efforts recognized at the Chartered Accountants Ireland Published Accounts Awards, where Kenmare won the award for best Social Responsibility Reporting in 2020. Turning to the Board composition itself now. We fully recognize the need for the broadest range of skills, experience and diversity on the Board. The Board needs to be able to support, but also robustly challenge management in the execution of capital strategy. And the composition of the Board has evolved during the year. As I mentioned, Gabriel Smith has decided to retire following 8 years of dedicated and valuable service. He's brought significant industrial and financial experience and very effective stewardship as Chair of the Audit and Risk Committee. And he's been of huge importance to the progress and success of the group to date. However, we were delighted to welcome Deirdre Somers to the Board as a Non-Executive Director in September. As mentioned, she is a chartered accountant and served as CEO of the Irish Stock Exchange, and she will succeed Gabriel as Chair of the Audit and Risk Committee. Elizabeth Headon also retired from the Board last year after serving her full term of 9 years. And I would like to thank her again for her really significant contributions during the critical years. Tim Keating stepped down from his role at the Oman Investment Authority in 2021 and accordingly resigned from the Board. Tim had a critical impact on the success of Kenmare over the past 4.5 years, beginning with his visionary support for the group, including the investment by the OIA in 2016. But we very much welcome Sameer Oundhakar as OIA's designated director. And last, but by no means least, Deirdre Corcoran, Kenmare's Financial Controller and Company Secretary, has also decided to leave the group following this AGM. She is a stalwart of Kenmare, having joined in 1999 and playing key roles, both as Deputy to Tony McCluskey, the finance team and providing outstanding support to the Board as Company Secretary. Chelita Healy will take over Deirdre's role as Company Secretary, for which she's very ably qualified and has been deputy for some time in any case. So despite the turbulence of last year, and turning to returns to shareholders, I'm pleased to report that we are recommending an increased full dividend in respect -- full year dividend in respect of 2020, up some 22% from 2019. And we have now delivered 3 consecutive dividends. And subject to shareholder approval at this meeting, the final dividend for 2020 will be paid later this month. Looking forward, following the completion of these development projects, Kenmare is now well positioned to sustainably produce a significantly higher production level. Ilmenite is expected to grow by around 50% in 2020 compared to last year, while also benefiting from currently much improved commodity prices. And of course, Moma remains one of the largest titanium minerals deposits in the world. And we remain on target to become one of the lowest-cost producers of ilmenite. So we expect increased free cash flow and higher dividends should be sustainable into the future. And bearing that in mind, for 2021, we're targeting a dividend payout of 25% of profit after tax, which is in excess of our previous policy of a minimum of 20%. Just to wrap up, I want to ensure you understand that we all believe that this company has a very positive culture. We pride ourselves on the strong relationships that have been built up with stakeholders over the years. And I think this was brought to the fore. And it was these strengths that allowed Kenmare to complete the complex WCP B move, despite COVID-19 and through a generally very tumultuous period. So I want to applaud, in fact, all those employees, contractors and suppliers whose dedication, commitment, and adaptability have contributed so much to Kenmare's successes in 2020 and indeed this year. And finally, I don't want to forget, I would like to express our continued sincere gratitude to our local host communities close to the mine site and also the government of Mozambique and all other stakeholders for their commitment and support throughout an unprecedented year. With that overview, I think it's time that I call on Michael Carvill, our Managing Director, to give a more detailed summarization of the company's performance. And then Michael will, as chairman of the meeting, proceed with the formal business of the day. So handing over to you, Michael.
Michael Carvill
executiveThanks very much, Steven, and thank you for that overview. Good afternoon, ladies and gentlemen. My name is Michael Carvill. I'm the Managing Director of the company. And I would like to give you a short update on what Kenmare has been doing during the last year and perhaps some views as to the outlook into the future. So if we perhaps switch to Slide #4, please. Yes. And so by way of overview, Kenmare is the world's largest supplier of ilmenite to the world market. Ilmenite is a naturally occurring mineral of titanium dioxide, titanium, and it is a principal source for titanium pigment or titanium metal. Our project is located in Mozambique, where we have been working for 30 years. The bunch of this has been in operation for 12 years. And so it could be regarded as a mature settled operation at this stage. We have an important contribution to Mozambican economy, representing 5% of its exports. The mine itself is quite large. We mine between 35 million and 40 million tonnes of ore per year. And we believe we do it in a safe and sustainable fashion with 90% of our power source being sourced from sustainable -- and from a sustainable hydro electrical source. We progressively rehabilitate, as we go along, and hand the rehabilitated land back to the local community for agriculture. And despite the fact that we've been mining for 12 years, we have more than 100 years resource life left in our resort portfolio. The principal products such as titanium feedstocks, which are used to produce titanium pigment, which is in turn used in paint, paper, plastics, fabrics, it's pretty well anything with color or opacity. And we also produce zircon, which is using ceramics. And we have a further product, what we call mineral sands concentrate, which contains rare earth oxides, which are very important these years, as they're used in magnets for electric motors and other things. So if I could please turn to Slide 6, please. Steven mentioned the things that we had done with regard to COVID. And just really reinforcing what Steven said, the safety of our own employees and the host community that we work within are the most important priorities for Kenmare. And consequently, when the global pandemic took a grip in early 2020, the first thing we did was -- we were concerned not to be a factor for the inward importation of the virus, either to the mine or to local community. So we immediately stopped all inward transport and movement into the project, while we work to try to establish testing capacity. And then gradually, yes, we got that testing capacity established. We were slowly able to resume normal shift patterns or near normal shift patterns. But during that period, there was an amazing dedication by those people who were at site and who remained up to, at site, up to 9 months as they struggle to keep the operation going without being able to get relief or go off on rest and recuperation breaks. So it was a huge effort by the workforce, which I'd like to commend at this stage. At this stage, we have a very established testing capacity, and we test every single person in the workforce every week. And so that's really our strategy for managing this pandemic at the moment is, obviously, we have physical distancing and hygiene protocols very strongly and rigorously and in place. But we test, test, test and isolate rapidly whenever someone is test positive. And in this way, we have been able to bring, and quite a severe outbreak of COVID which ran through Mozambique in the early part of this year well under control. And as Steven mentioned, we are not done to only about upward -- and the low single digits of people in isolation. We're working with the government of Mozambique and other company and other major companies in Mozambique to import vaccines into the country, but when those will arrive is still somewhat uncertain. Can I turn to the next slide, please. So throughout the world, there has been a strength and focus on sustainability and throughout all of our stakeholders. Kenmare has had a commitment to sustainability and safely operating our project from the outset. And so we are encouraged and empowered by this increased focus on sustainability, and it has allowed us to move forward with better structures and more formal reporting, better transparency, all of which we are embracing and moving forward with. In terms of actual steps this year, we published our inaugural sustainability report, which was released in April. We made our first disclosure to the CDP, Carbon Disclosure Project in 2020. And the Board has recently approved our rotating uninterruptible power supply system, which is, by itself, a good project and is giving good returns, but what also provides us with the ability to reduce our carbon dioxide emissions by 15%. So we think that's a great project and is, as I mentioned, recently been approved underway and hopefully will be in operation before the end of the year. Where we were named the most transparent extractive company in the country by Mozambique standard for public integrity. And in Ireland, we won the Sustainability Award in the Published Accounts, again, for the second year in a row. So we're pleased the way things are moving, and we will continue to increase our structures and focus on sustainability in the future. So if I could move to the next slide, please. 2020 was a year of transition. In February, Wet Concentrator Plant C which have been manufactured or built in 2019 came into production and has been a meaningful producer for us throughout the year. And then in the middle of the year, we moved Wet Concentrator Plant B, establishing itself in Pilivili and ramping up during quarter 4. So as Steven said, we were delighted to achieve that. As far as financial highlights are concerned, we finished the year at $64 million worth of net debt. And the Board has recommended and is recommending to this meeting a dividend of USD 0.10 per share, which will be a 22% increase from last year. Next slide, please. So this slide just demonstrates one of the important motivators for us to increase production. Because a lot of the costs associated with this project are fixed costs as we increase our production, our operating cost per tonne reduces. And if you follow the green line, on the top of the graph, you can see a significant reduction in operating cost per tonne from 2020 to guided operating cost per tonne for 2021. And that has loads of benefits, increased cash flow, but increased resilience in the future and any possible downturn that might occur in the future. Could I change the slide? Next slide, please. So our dividend policy is to pay 20% of profits after tax. But this year, the Board has recommended a USD 0.10 per share dividend, which will be a total payout of $11 million, and it represents a 22% increase from last year. Subject to being approved at the meeting by our shareholders, the payment date for this dividend will be on the 19th of May. So hopefully, we get approval and we get to pay that dividend. Next slide, please. This photograph, just before we move on, is a photograph of Wet Concentrator Plant B in operation in the new Pilivili ore zone. So it's a very positive photograph for all of us that were involved because it's the fruits of our labors. But anyway, if we could just move on to the next slide, please. Talking about projects, Wet Concentrator Plant C is a smaller Wet Concentrator Plant than either A or B. It's specifically designed to be able to access particular high-grade area in Namalope, which is inaccessible to either of the other 2 Wet Concentrator Plants. Its forecast grade is higher than the average grade that they have been mined over the last while. And as I mentioned, it started operation in February and has been a meaningful producer ever since then. Due to COVID restrictions, the contractor who is best in Australia has struggled to be able to send people to the project and back to Australia. And so therefore, there are some outstanding matters, such as the performance testing and some small defect remediation, which still has to be completed. However, we expect those to be completed soon as COVID reduces and restrictions reduce. And we expect the project to reach final completion within its budget. Could I change to next slide, please? So Wet Concentrator Plant B finished its scheduled mine path in the Namalope ore zone in the middle of 2020 and have to move to a new zone. Pilivili is the highest grade of all of the ore zones in our suite of resource zones. And so therefore, it was by far and away the preferred location for Wet Concentrator Plant B. However, it's 23 kilometers away and presented a significant challenge moving Wet Concentrator Plant B and it's dredge down to that new location. So we built a road which is capable of sustaining the very significant weight of 7,500 tonnes of the concentrator and its equipment. And we transported it down that road. It reestablished in a new pond at Pilivili, established all the necessary infrastructure at Pilivili to allow it operate and had been ramping up their project ever since. So if I could change to the next slide. And if I could speak to the gentleman who's operating it. And there is -- we have embedded in this slide just a 2-minute video, which would be, I think, as well, if you could just click on that slide -- on the video there and activate that video, it would be great, please. [Presentation]
Michael Carvill
executiveA challenging project, which was made even more challenging by worldwide restrictions that were imposed by governments around the world on manufacturing and transport, which affected the multiple work streams that were necessary to come together to make this project complete and work. But nonetheless, through dedication of our team and all of the contractors associated with it, it got pulled off. So this is the dredge being moved along the specially prepared road dredge was moved first, and the self-propelled modular transporters were then brought back for the Wet Concentrator Plant. And this is the Wet Concentrator Plant B moving on. [Presentation]
Michael Carvill
executiveSo as you can imagine, it was a point of great relief when Wet Concentrator Plant B was put back on -- not put back, put on to concrete planes at Pilivili. And I myself was mightily relieved, and I'm sure the rest of our Board and their shareholders were mightily be relieved to see that happen. So we started producing again on the 25th of October and have been ramped up through the rest of Q4. Grid power was established in the middle of December. And the final aspect of the project is that we have positive displacement pumping system to pump HMC from Pilivili back to our mineral separation plant for conversion into final products. That pipeline was delayed by COVID restrictions in its country of manufacture. However, it's now on site. It has been assembled. It's in place and is now being commissioned. So we're very pleased to say that this project has been successfully complete. Could I move the slide to the next slide, please? As I mentioned earlier, the Board has recently approved that we install a rotating uninterruptible power supply system into the project. We think that this is a very good project because it has, as a matter of fact, having good financial returns by itself, it improves the power stability for the mineral separation plant very considerably, which has all sorts of benefits, and reduces our carbon dioxide emissions by 15%, which is a significant reduction, given that we already have a low carbon dioxide emission level per tonne of product already. So we're delighted with this. We think it's a step forward into the future. It's the application of very advanced technology, which we are not aware that's ever been used in the mining industry before, from different industries into this application. So we're very pleased to be doing that. Could we turn to the next slide, please? And then further to the next slide, please. Just -- this gives you some feeling of why we have been so focused on implementing a set of projects to increase our production, increase our utilizations and improve our operating cost per tonne. And basically, our strategic ambition, strategic -- one of our strategic goals for quite some time has been to move ourselves from a position in the fourth quartile of the revenue to cost curve of this industry into the first quartile. And that has significant benefits. We obviously get more cash flow, as we get a higher margin for every tonne we produce. But significantly, in the future, if there is another commodity cycle and downturn, We will be well insulated by the fact that all -- that most of the rest of the production is operating at a higher production cost than ourselves and therefore is much more likely that we will be able to continue through any down cycle with a positive cash flow. And if you could turn to the next slide, please. On the other hand, we don't see any downturn in the near future. And in fact, we are faced with a very positive market environment where we are seeing strong demand from our customers. And our customers are seeing strong demand for their products as we can understand our customers are not holding significant inventories. And therefore, increases in demand for their products are flowing directly through to the feedstock industry and represent and creating a very supportive environment for us to deliver our enhanced production into it. So we believe -- if we can turn to the next slide. We believe the market is poised to absorb our expanded production. And we will be able to do so without having to displace other suppliers. So we believe the market is supported both in terms of volume and value. And so it's really -- it's an ideal position to be -- expand making a significant expansion of our output. The zircon market also is in good shape. And after being quite soft for the last couple of years, the zircon market has turned, and we are seeing increases in demand and the supportive pricing environment. So we're very pleased with the zircon market as well. So I could turn to the next slide, please. So we believe we have been delivering on our strategic plans with the move of Wet Concentrator Plant B and the successful ramp-up of B in Pilivili. Based on guidance of 1.1 million to 1.2 million tonnes of ilmenite, we will see a 45% to 60% increase in our volume growth -- in our volume of output, which will allow our margin to expand significantly above the 32% that we saw last year and has allowed the Board to target a profit after tax payout ratio of 25% for 2021 as an enhanced dividend payout ratio. So thanks. And if we could turn to the next slide, please. So that's really the end of my presentation. And with your permission, ladies and gentlemen, we would now like to proceed by answering questions from shareholders on any matters relevant to the business of the meeting before we move on to the resolutions themselves. This is because we have a large number of resolutions and given that shareholders cannot be personally present, the meeting will run much more officially in this manner.
Michael Carvill
executiveAnd I see we have some questions. So I see some questions that are -- that have already been presented by shareholders. So the first question that is on my screen here is that the share price has performed strongly, which is great to see. Is the company still undervalued? We believe that the environment is such that we will see a continued supportive market for our products in the coming quarters. And we believe that we will be able to deliver on our plans to have production in level of guidance. So we believe that there is good opportunity to deliver fully on our expectations for the year. In addition to that, I would point out that the investment -- the total investment that was necessary to develop the assets, which are deployed in the Moma Titanium Minerals project is significantly in advance or more than the market capitalization of the company at the minute. And so we believe that there is a reasonable expectation that the company have the reason, obviously, to believe that the company is still somewhat undervalued. The next question is, is Kenmare overly reliant on China as a market? And I would -- so as to I would say that, we actually supply 15 separate countries. We have customers in 15 separate countries. China is an important country for us, and China is making very significant investments in enhancing its titanium pigment production capacity, various companies in China doing so. And so we expect to see China as a continued significant customer into the future. I think, actually, in terms of percentage increases, India has -- is representing the fastest-growing market for us, but coming from a smaller base. And historically, we have seen a good balance between United States and Europe and Asian countries in our customer portfolio. So no, I don't think that we're overly reliant in China. We think China is important and will continue to be important. And in fact, might even grow in importance, but it's one of several areas where we sell our product. And then finally, the final question I have on my screen is a question which says, I'm concerned about the unreliability of ore grades currently in a big positive position. Could this also see a turn to lower-than-budgeted agreements with equally short notice? Well, I don't think that there is an unreliability of ore grades. We are actually very good at predicting what grade we will achieve from any particular part of our ore body. And when we might -- and we normally get very closely -- a result, which is very closely correlated with the prediction for that specific area. However, sometimes, when we make our predictions for the year, it's assuming we're going to be mining in one particular area, and things might not happen exactly as we anticipated. So with the dredge might be -- the dredges might be slower getting to an area than we had anticipated, or we couldn't make a change ourselves in mine, in slightly different area. And consequently, there will be a difference from prediction. But that's not because the ore grade is different what we expect in that specific area. And in terms of currently in a strong positive, that currently strong positive is because we chose to mine a particular area, to start mining in a particular area, which had not been the original plan of when we predicted how we would start mining with Wet Concentrator Plant B some year ago. The plan developed and evolved as time went on, and we started in a slightly different area where there were slightly higher grades. And the reason we started there was because there were slightly higher grades. So no, I don't believe that, that has any -- there is any reason to be concerned about our ability to predict the grades in the future. So it's -- if anyone else would like to submit a written question. We can take them now. And if not -- and I see that there's no further questions, I think we could move on. So no, actually, I have to explain to you how to submit written questions. Shareholders are invited to submit written questions at any point relating to this at the meeting. Those questions will be addressed and answered later in the meeting as appropriate. [Operator Instructions] The Q&A function is now open for the meeting and you may submit your comments or questions. In addition to this written Q&A facility, shareholders have the opportunity to ask questions through the teleconference facility. [Operator Instructions] And I will now also take a few minutes to explain the voting process for today's meeting. This year, given the restrictions on shareholder attendance at the meeting and in accordance with the Articles of Association of the company, voting will be done by way of a poll, a written vote on each of the resolutions put to the meeting. This allows you, our shareholders, the opportunity to participate in the decision-making of the company and have your votes recorded in proportion to the number of shares you hold. We have appointed Computershare, the company's registrars, to act as scrutineers. Voting will take place after any questions have been addressed and answered. For convenience, the poll on all of the resolutions will be held at the end of the meeting. If you have already voted by proxy and do not wish to change a vote, you need to take no action. If you do not wish to vote or change the vote you have previously cast by proxy, then you will need to wait until the voting is formally open towards the end of the meeting. At this point, the voting procedure will be explained to you and you will be given time to cast your vote. Now we will move on to the Q&A section facility via written questions through Lumi, and any questions to be submitted through the teleconference facility. But we've done that already..So there are no further questions.
Michael Carvill
executiveSo I think we can move on to the formal proceedings of this Annual General Meeting. I declare that the required quorum is present and that this meeting is open. The notice of meeting, together with explanatory notes, was posted to shareholders on the 15th of April 2021. Accordingly, the requisite notice of the meeting has been given. I propose, therefore, that, with your consent, the notice certainly need to be taken as read. I will outline each of the 10 resolutions being proposed today before putting each of the resolutions to a poll for a vote. AGM resolution #1, adoption of reports and financial statements. The first resolution is that the directors' report and financial statements and the auditor's report for the year ended December 31, 2020, be and are hereby approved and adopted. The report and financial statements, which include the auditor's report on Pages 128 to 133, have been in your hands for the statutory period. Given the -- for our auditors, KPMG, is on the conference call today. I now propose the resolution. The poll on this resolution will be held at the end of this Annual General Meeting. AGM resolution #2, consideration of the report on directors' remuneration. As noted in the company Chairman's letter to shareholders, the purpose for resolution #2 is to receive and consider the report of the Remuneration Committee on directors' remuneration, other than the directors' remuneration policy as set out on Page 98 to 119 of the annual report. This is an advisory resolution and it's not binding on the company. It's being put to shareholders in accordance with Section 1110N of the Irish Companies Act 2014, and I propose a resolution -- with the poll on the resolution to be held at the end of the meeting. AGM resolution #3, declaration of final dividend. Resolution #3 is a declaration a final dividend of USD 0.0769 per share in respective year ended 31st of September in 2020. This dividend is being recommended to you by the directors and is in addition to the interim dividend of USD 0.0231 per share paid in October 2020. Subject to passing of this resolution, final dividend will be paid on 19th of May 2021 to shareholders that were registered on the record date of the 16th of April 2021. I now propose the resolution. And the poll on this resolution will be held at the end of meeting. AGM resolution #4, reelection and election of directors. Your directors have resolved that this year, all of the directors, except Mr. Gabriel Smith, will submit themselves for election or reelection to the Board. Accordingly, there are 9 separate resolutions dealing with the election and reelection of directors. Mr. Smith is stepping down from his role as Non-Executive Director of Kenmare at the Annual General Meeting after 8 years of service on the board. Gabriel's significant industrial and financial expertise and effective stewardship of -- as Chair of the Audit and Risk Committee has been a huge importance to the progress and success of the group. Biographical details of the directors appear on Pages 80 and 81 of the 2020 annual report. We will propose separably each of these resolutions for the reelection and election of the directors with a poll on the resolutions to be held at the end of the meeting. I now propose that Peter Bacchus, being a retiring director be, and is hereby reelected as Director of the company. I now ask Tony McCluskey to propose the next of these resolutions, which relates to my own reelection.
Tony McCluskey
executiveThank you, Michael. I propose that Michael Carvill being a retiring director be and is hereby reelected a Director of the company.
Michael Carvill
executiveThank you, Tony. I now propose that Elaine Dorward-King, being a Retiring Director be, and is hereby reelected as Director of the company. I now propose that Graham Martin, being a Retiring Director be, and is hereby reelected as Director of the company. I now propose that Clever Fonseca being a retiring Director be, and is hereby reelected as Director of the company. I now propose that Tony McCluskey being a retiring director be, and is hereby reelected a Director of the Company. I now propose that Steven McTiernan, being a retiring director be, and is hereby reelected as Director of the company. I now propose that Sameer Oundhakar who retires in accordance with the Articles of Association, be, and is hereby elected a director of the company. I now propose that Deirdre Somers, who retires in accordance with articles -- with the Articles of Association be, and is hereby elected a director of the company. Moving to AGM resolution #5, remuneration of the auditor. The fifth resolution is to authorize the directors to fix their remuneration of the auditor for the year ending the 31st of December 2021. And I now propose the resolution. Resolution #6, convening of AGM on 14 days notice. Resolution #6 is proposed to allow the company to continue to call a general meeting to consider an ordinary resolution on 14 days -- 14 clear days notice. For the past few years, the company has served as annual authority to preserve its ability to utilize, where appropriate, this shorter notice period. The directors consider that it is in the interest of the company to retain this flexibility. The approval will be effective until the company's next Annual General Meeting when it is intended, but a similar resolution will be proposed. As a matter of policy, the 14-day notice period will be utilized only where the directors believe that it is merited by the business of the meeting and the circumstances surrounding the business. I now propose a resolution as a special resolution. And the poll on this resolution will be held at the end of the meeting. AGM resolution #7, authorizing the issue of shares. Resolution set on proposals that the Board be authorized to allot and issue relevant securities, essentially the shares in the company. This authority extends to relevant securities, up to an amount equal to approximately 1/3 of the issued ordinary share capital of the company. The full text of the resolution is set out as Resolution 9 in the notice of the Annual General Meeting. This authorization, if granted, will expire on the earlier of the date of the 2022 AGM and the 13th of August 2022, unless previously renewed or revoked. I now propose a resolution and the poll on this resolution will be held at the end of the meeting. AGM resolution #8, preemption rights. Resolution #8 is proposed to authorize the Board to allot shares for cash, otherwise then in accordance with statutory preemption rights. It is a special resolution and the part of directors to allot shares in the company for cash without first offering them to existing shareholders in proportion to their holdings. This part is limited to shares having an aggregate nominal value equal to the nominal value of 1 -- of 5% of the issued ordinary share capital. The full text of the resolution is set out in the notes of Annual General Meeting. This authorization, if granted, will expire on the earlier than the date of 2022 AGM and the 13th of August 2022, unless previously renewed or revoked. And I propose the resolution as a special resolution. And the poll on this resolution will be held at the end of the meeting. AGM resolution #9, which is the authority to make market purchases of the company's owned shares. Resolution #9 is a special resolution and proposed to grant the company an authority to make market purchases of up to 10% of its own shares. The authority would only be exercised in market condition, make it advantageous to do so. And if the directors were to consider that such purchases will be in the best interest of the shareholders. The authority, if given, will not oblige any shareholders to sell his or her shares to the company. The full text of the resolution is set out as Item 9 in the Notice of Annual General Meeting. I now propose the resolution as a special resolution, and the poll on this resolution will be held at the end of the meeting. AGM resolution #10, authority to reissue ordinary shares. The final resolution 10 is a special resolution that proposes to sanction the price range at which any treasury share may be reissued other than on Euronext Dublin. A treasury share is a share in the company, which is company-purchased and held by the company rather than being canceled. The maximum/minimum prices at which any such share may be reissued are generally 120% and 95%, respectively, of the average market price of a share calculated over the 5 business days immediately preceding the date of search reissue. The full text of the resolution is set out as Item 10 in the notice of the Annual General Meeting. This authorization, if granted, will expire on the earlier of the date of the 2022 AGM, on the 13th of November 2022, unless previously renewed or revoked. I now propose a resolution as a special resolution, and the poll on this resolution will be held at the end of the meeting. Voting. Now let me turn to the voting procedures. A poll will be taken on each of the resolutions which has been put to the meeting. Let me explain the procedure for conducting a poll. Votes may be given by the registered holders of ordinary shares by using the virtual meeting platform as well as in person by those shareholders present here in Styne House. Every holder has 1 vote for every ordinary share held. I will also vote on behalf of those holders who have sent a proxy instruction to the company appointing the Chairman of the meeting to vote on their behalf. If you have validly launched a form of proxy or sent an electronic proxy before this meeting and do not wish to change your vote, then you do not need to vote using the virtual meeting platform. In order to cast your vote using the virtual meeting platform, first click on the voting icon on the navigation bar. Once you click on this, the resolution proposed at this meeting will appear on your screen together with a for, against or withheld voting options. Simply select one of these options to cast your vote. A confirmatory vote received message will appear, that your vote has been submitted. If you change your mind, simply select another option. If you wish to cancel your vote, please press cancel. If you wish to vote using the virtual meeting platform, will override a form of proxy previously sent in or any vote made electronically. You can change your vote as many times as you wish until voting is closed at which point your last vote will be submitted. The last choice will be submitted. Remember, if you have previously lodged a valid proxy and do not wish to change your vote, then you do not need to book using the virtual meeting platform. After the poll has been conducted, the votes cast will be verified under the scrutiny of the Computershare by reference to the register of members and the list of authenticated proxies received by the company. Computershare will report the totals of votes cast for and against the resolutions and the number of votes withheld. I now declare the voting open. May I now request that you cast your votes using the virtual meeting platform, and we will allow a short period of time for our shareholders to cast their votes. We only expect this to be a number of minutes. Thank you. [Voting]
Michael Carvill
executiveThank you. I think that everyone has had the opportunity to vote on the virtual meeting platform. So I now declare the poll on all resolutions closed. The poll will take some time to be counted. Therefore, I'm closing the meeting, following which, the results of the poll on all resolutions will be announced via the usual channels and on the company's website. Ladies and gentlemen, subject to the poll results, that concludes the business of this meeting. And as there is no other business, I shall now bring the formal business of the AGM to a close. I'd like to thank everybody for joining us today. Many thanks to you all. I know it's not the same as having an AGM in-person and with the ability to have a company with directors after the meeting. But nonetheless, we do appreciate anybody making the effort to join us virtually. And so thank you very much, everyone. The meeting is now closed.
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