Kerry Group plc (KRZ) Earnings Call Transcript & Summary

Good day, ladies and gentlemen. Thank you for standing by, and welcome to the Kerry Group Extraordinary General Meeting. I must advise you that this conference is being recorded today, Thursday, the 28 of January 2021. I would now like to hand the meeting over to Mr. Philip Toomey, Chairman of Kerry Group. Please go ahead.

Good afternoon, ladies and gentlemen. I am Philip Toomey, Chairman of the Board of Directors with the Kerry Group. Thank you for listening to this Extraordinary General Meeting of the Kerry Group this afternoon. The meeting is, I regret to say, taking place under constrained circumstances due to COVID-19. With me today at the company's Global Technology and Innovation Center in Naas, County Kildare, are my fellow directors, Edmond Scanlon, our Chief Executive Officer; and Marguerite Larkin, our Chief Financial Officer. We are joined in the webcast by other members of the Board of Directors, our Company Secretary and by many of you, our shareholders. I would like to welcome those shareholders who have joined the webcast today and to thank them for their understanding and support in respect of today's arrangements for our meeting. As a consequence of the COVID-19-related restrictions introduced by the Irish government, we have asked shareholders to refrain from attending this EGM and to exercise their rights by voting in advance of the meeting through the appointment of a proxy. We have also invited shareholders to follow the proceedings of the EGM via a webcast. Please note, it is not possible for shareholders to vote using the webcast facility today. Shareholders have been given the opportunity to submit questions to the Board in advance of this meeting. I have been advised that there were no specific questions relating to the business of today's meeting, and any administrative shareholder queries received were responded to, as appropriate. Let me briefly explain the nature of our business here today. A number of resolutions are proposed, the passing of which is required to allow for the continued electronic settlement of trades in the company shares following the U.K.'s withdrawal from the EU. Until now, trades in Kerry Group plc shares have been settled electronically through a system called CREST based in the U.K. After Brexit, it is no longer possible for Irish companies to use the CREST system. And Kerry Group plc, like all other Irish incorporated and traded plcs, will have to migrate settlement to another system based within the EU, operated by Euroclear Bank. This is a necessity as there are no legal alternatives to the Euroclear Bank System. And while the migration will not materially affect fundamental rights and benefits shareholders have, the Euro Bank System, which is in the intermediated system, is administratively and legally more complicated than the CREST system. For those of you that hold your shares in paper form, that is to say you hold them in a share certificate, which is outside of CREST, there will be no change to what you own and how it is held. It is necessary under law to get you, the shareholders', approval to make this change to the way trades in our shares are settled. We, therefore, request your approval of the resolutions being proposed today. The circular containing the notice of this meeting sets out a great deal of additional information on the migration of settlement and how it is to be implemented, how shares are to be held following the migration and also the range of rights and services that will be available via the Euroclear Bank System. Your attention is drawn to that information. Now we will proceed with the formal business of the meeting. Under Article 55 of the company's constitution, the quorum for an EGM requires the attendance of 3 persons present in-person or proxy entitled to vote upon the business to be transacted. Additionally, under the Migration of Participating Securities Act 2019, which is relevant to the business of this meeting, the required quorum of members is at least 3 persons holding or representing by proxy at least 1/3 of the nominal value of the issued shares in the company. I have been advised by the company's Secretary that the requisite 3 persons are present at the meeting and that they represent in excess of 1/3 of the nominal value of the company's issued shares. A quorum is therefore present and the meeting is duly constituted and can proceed. The EGM has been duly convened to consider and, if thought fit, approve 3 resolutions. These resolutions are necessary to ensure that the -- that post-Brexit, the company shares continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges. These resolutions are also intended to facilitate the migration of the company's participating securities as defined in the Migration of Participating Securities Act 2019 from the CREST system to the settlement system operated by Euroclear Bank. Each of the resolutions to be put to today's meeting were set out and explained in the notice of meeting, which, together with the explanatory notes, was contained in the circular made available to all shareholders and uploaded to the website of the company on the 23rd of December, 2020. I propose, therefore, that the circular and the notice of the EGM are taken as read. For each resolution today, I am declaring a poll. The company register has already provided me with the details of the proxies received from the shareholders, including those proxy details, which instruct me as Chairman on how to vote on behalf of the relevant shareholders in my capacity as Chair of this meeting. Where I have been given a discretion to vote, I will vote in favor of the resolutions. I will now formally propose the 3 items of special business as set out in the notice of EGM dated December 22, 2020. Two resolutions proposed today are special resolutions and will require a majority of at least 75% of votes properly cast to be passed. The third resolution is an ordinary resolution and requires a simple majority of the votes properly cast to be passed. The resolutions are put to the meeting as follows. Resolution 1. This resolution seeks shareholders' consent to the migration of the migrating shares from CREST to Euroclear Bank's central securities depository and is proposed as a special resolution. This resolution, in accordance with the requirements in Sections 4, 5 and 8 of the Migration of Participating Securities Act 2019 proposes that the shareholders of the company approve of the company giving its consent to the migration of the company's participating securities from the CREST system to the settlement system operated by Euroclear Bank. Resolution #2. This resolution relates to the amendment of the Articles of Association of the company and is proposed as a special resolution. This resolution seeks to authorize the company to approve and adopt the new Articles of Association of the company, which have been available for inspection at the company's registered office in Prince's Street Tralee, County Kerry, in the U.K. and online since the date of notice of this EGM. A summary of these changes to the Articles of Association is set out in the circular and the changes are in connection with migration. Resolution 3. This resolution seeks to authorize and instruct the company to take all actions necessary or desirable to implement the migration of the company's participating securities from the CREST system to the settlement system operated by Euroclear Bank. Again, the full text of all these 3 resolutions is set out in the notice of this meeting. Following on the above explanation, we will now conduct the poll on the proposals before the meeting. Shareholders who have already submitted proxies do not need to take any further action. As such, I declare the polls for each matter to be voted on at this meeting now open. On the basis of the proxy votes received in advance of the meeting, we are now ready to present the preliminary voting results. The preliminary voting results show that Proposals 1, 2, 3 have been voted for with the requisite majorities and the related resolutions have been carried. The final results of the poll will be published on the company's website and to the regulatory news services as soon as possible after this meeting has concluded. While a vote withheld is not a vote in law for the purposes of today's poll, details of any votes withheld will also be provided. As there are no other matters on the agenda, that concludes the formal business of the meeting. Before closing and on behalf of the Board, I would like to thank management and especially all our employees for their hard work, commitment and dedication during these most unprecedented times. I would also like to thank our shareholders for their cooperation and understanding regarding the restricted nature of today's meeting and for their ongoing support for the group. I hope you and all your families stay healthy and safe in these times. Thank you, again. That concludes today's proceedings.