MPC Container Ships ASA (MPCC) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Annual General Meeting 2022 webcast. I would now like to turn the conference over to your speaker today, Constantin Baack. Please go ahead.

Thank you, operator, and good afternoon. My name is Constantin Baack. I'm the CEO of MPC Container Ships. And it's my pleasure to welcome you to this virtual Annual General Meeting, where shareholders are participating digitally. I would like to thank all of the shareholders who have locked in today. Furthermore, I would like to start by giving you some practical information. You are watching the webcast of the Annual General Meeting, which appears at the bottom or top right of your screen. They're either live or broadcast. You can increase the screen size by clicking, tapping on the icons. When you log in, you will be able to see the number of shares you are voting for. And you can choose the language you want the system to use. You are free to change the language at any time. There are 4 icons at the top which can be selected: Home; Messaging; Voting; and Documents. Shareholders who want to ask questions or comments on any of the agenda items can do this in writing by selecting Messaging. We would like to point out that you will be identified by name, but not by shareholding, and that your comments will be visible to all shareholders who are locked in. Everyone who is locked in will see the Messaging icon each time a new comment is published. Shareholders are welcome to submit questions and comments about items on the agenda when they want to, and they will be answered when we discuss the item. Please note that we will moderate the questions that are submitted before publishing them. So questions will not necessarily be visible immediately and obvious typos, for example, are not published. Particularly, ugly language may be moderated before publication. The Documents icon will show you a copy of the notice of the Annual General Meeting and other related documents. The Home icon is where you started and is where you can find more technical information about the plans for the day. By clicking, tapping on Voting, you can vote on each item on the agenda today. You can already vote now if you like. You can cast your vote by clicking, tapping on the icons for, against or abstain for each item. You will also see an icon that lets you cast the same vote for all of the items if you like. You can change your vote for each item during the Annual General Meeting until each one is closed. Shareholders who have locked in and have already given a proxy, voted in advance or given instructions will not be able to vote on the items. An asterisk will appear after your name, confirming your registration. You still have the right to speak and can use the Messaging function. No more shareholders may log in now. But if you -- but if any of you who are locked in have connection issues or want to lock in from a different device, you can log in again. Let's look at the list of shares represented, which I will be receiving shortly from DNB's Registrars' Department, which is keeping track of today's figures. The share capital is represented here today as follows. Let me just check on advanced votes, okay. So we have [ 61,280 and 758 ] shares represented in form of advanced votes. We have 22,000 -- 22,004,914 represented by proxy. We have another 90,000 -- 90,894,280 shares represented through instructions to the Chair of the Board. And we have 28 registered attendees, shareholders voting online, representing 1,146,376 shares. And in total, votes represented are 175,326,328 shares, representing 39.51% of total voting capital for this Annual General Meeting. The figures will also be presented in the minutes, which will be published after the Annual General Meeting. Now let me review the agenda. Item 1, that is election of a chairperson and a person to co-sign the minutes. The proposal is, myself, Constantin Baack, to be elected to chair the General Meeting and [ Paul Satre ] to be elected to co-sign the minutes. We have not received any comments regarding this item. And we'll proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now. We will wait a little so that everyone gets a chance to vote. I would like to point out that you are also free to vote on the remaining items now if you like. [Voting]

Okay. Election of Chairperson and person to cosign the minutes is completed. Constantin Baack, I'm elected, and Paul Satre is elected as well. There is no voting requirement for this agenda item. So we will move on to item #2, approval of the notice and agenda. Also on this item, we have not received any comments regarding this item, and we'll proceed to the vote. I would like to wait another minute for everyone to vote on this item. [Voting]

Okay. The voting is now closed. The count shows that the resolution has passed by 100% of the votes represented and no votes against. So let's continue with the next agenda item, which is item 3; approval of the annual accounts and director's report of MPC Container Ships ASA and the group for 2021, including allocation of the result of the year as well as consideration of the statement on corporate governance, the annual financial statements, the director's report, the audit pinion and the statement of corporate governance are published on the company's website. And the Board has proposed that the general meeting passes the following resolutions. The annual accounts and the directors' report for 2021, including the statement on corporate governance, are approved. The results of the financial year 2021 is allocated to retained earnings. And no dividend is declared for the financial year 2021. We have not received any comments regarding this agenda item, and we'll hence proceed to the vote. We will wait a little so that everyone gets a chance to vote. So feel free to use the vote option now. I will pause for a second. [Voting]

Okay. Thank you. The count shows that the resolution has passed, with 99.92% of -- or sorry, with 100% of the votes in favor and no votes against and 17,100 votes abstaining. Let's continue with the next agenda item, item #4, the Board authorization for distribution of dividends. And the Board proposes that the general meeting pass the following resolution. In accordance to paragraph 8-2 (2) of the Norwegian Public Limited Liability Companies Act, the Board is authorized to resolve distributions of dividends based on company's approved annual accounts for the financial year 2021. The authorization is valid until the Annual General Meeting in 2023, however, no longer than until 30th of June 2023. And this agenda item is basically representing a continuation of our dividend and distribution policy that has been introduced a while ago. And I would now wait a little as there are no questions through the web so that everyone can get a chance to vote. So please feel free to vote now. [Voting]

All right. This agenda item 4 is now -- the vote is now closed. The count shows that the resolution has passed, with 99.92% of the votes in favor and 0.08% of the votes against, with 108 -- sorry, 105 votes abstaining. Therefore, this resolution is passed. Let me now continue with the next agenda item, which is item 5, guidelines for salaries and other remuneration to leading personnel. The guidelines for the determination of salaries and other remuneration to the leading personnel of the company are available on the company's website, mpc-container.com. The Board proposes that the general meeting pass the following resolution. The Annual General Meeting approves the guideline for salaries and other remuneration for the leading personnel of MPC Container Ships ASA. And we will now wait a little so that everyone gets a chance to vote. We do not see any questions through the web. So please vote on this agenda item, and I will pause for a minute. [Voting]

The voting has now closed. The count shows that the resolution has passed by 81.42% of the votes in favor and 18.58% of the votes against, with 93,213 votes abstaining. Therefore, this agenda item has passed. And I would like to continue with agenda item #5, which is the -- sorry, 6, to be correct, agenda item 6. This is the advisory board on the report on salaries and other remuneration to leading personnel. The remuneration report is available on the company's web page on mpc-container.com. The Board proposes that the general meeting pass the following resolution. The general meeting endorses the report on salaries and other remuneration to the leading personnel of MPC Container Ships ASA. There are no questions through the web. And therefore, we will wait another minute so that everyone gets a chance to vote. And I will be back with you in a minute. [Voting]

The voting has now closed. And the count shows that the resolution has passed with 81.42% of the votes in favor, and with 18.58% of the votes against and with 98,829 votes abstaining from this agenda item. Therefore, this resolution has been -- has passed. And I would like to continue with agenda item #7, which is the approval of the remuneration of the company's auditor. And reference -- in that context, reference is made to Note 10 in the annual financial statements. In 2021, the remuneration of the company's auditor for the statutory audit of the company has been paid in accordance with invoice. The Board proposes that the general meeting pass the following resolution. The auditor's fee for the financial year 2021 is paid as invoiced. We have no questions on this agenda item. We will, as usual practice, wait for a minute so that everyone gets a chance to vote. And I will be back with you in one minute. [Voting]

All right. The voting has now closed. And the count shows that the resolution has passed, with 100% of the votes in favor, and with only 5,936 votes against and 88,784 abstentions. That item is passed. And I would like to proceed to agenda item 8, which is the election of members to the Board. The Board proposes that the general meeting passes the following resolution: the current Board is reelected for a period of 2 years from the date of this general meeting. The Board will then consist of the following members: Ulf Holländer as the Chairman; Dr. Axel Schroeder as the Board member; Ellen Merete Hanetho as a Board member; Laura Carballo Beautell as a Board member; and Peter Frederiksen as a Board member. And now let me run through the agenda -- votes individually for each of the Board member votes. And I will ask -- kindly ask everyone to vote, and we will wait also on this item. I'll be back in a minute. [Voting]

Just as another reminder, please vote on items 8A until 8E. You need to scroll down in -- on the web in order to vote on all of the various items. So please scroll down from 8A down to 8E in order to submit your vote. [Voting]

Okay. The voting on agenda items 8A to 8E is now closed. The count shows that the resolutions -- all of the resolutions have passed. And I will read out the results for each of the items 8A to 8E separately. On 8A, the count shows that the resolution has passed by 91.86%, with 8.14% voting against and 93,551 shares abstaining from the vote. Therefore, this item has been passed. On 8B, the 99.96% of the votes have voted in favor, with 0.34% of the votes voting against and 93,551 votes abstaining. That item is also approved. On 8C, we have 99.28% of the votes in favor, 0.72% of the votes against and 73,551 votes abstaining. This item is also resolved. And 8D, we have 99.31% of the votes in favor and 0.69% of the votes against and with 73,551 votes abstaining. That item has also passed. And then we go to 8E, the last item, the last Board member, which has 100% of the votes in favor and 5,045 votes against, with [indiscernible] abstaining. Therefore, all Board members have been reelected and the resolution has been passed for agenda items 8A to 8E. Now let me continue on agenda item 9, election of observer to the Board of Directors. The Board proposes that the general meeting passes the following resolution: Paul Gough is reelected as observer to the Board for a period of 2 years, from the date of this general meeting until the Annual General Meeting of the company in 2024. Please cast your votes now. We will wait a minute to give everyone a chance to vote. [Voting]

All right. The voting has now closed on agenda item 9. The count shows that the resolution has been passed, with 100% of the votes in favor, no votes against and 97,737 votes abstaining. Therefore, this agenda item is passed. Let me now continue to agenda item 10, the determination of remuneration to the members of the Board of -- of the Board for financial year 2022. And it is proposed that the general meeting passes the following resolution. Each member of the Board of Directors will receive NOK 400,000 in remuneration for the financial year 2022 and the Chairman of the Board will receive NOK 600,000. I will now wait a little so that everyone can get a chance to vote on this agenda item as we have no questions through the web. [Voting]

The voting has now closed. And the count shows that the resolution has passed, with 99.98% of the votes represented in favor and 0.02% of the votes against and 72,854 votes abstaining. Therefore, this item has been resolved. Now let me continue with agenda item 11, amendment of the company's Articles of Association. And it is proposed to the general meeting that the following resolution is passed. The first sentence of paragraph 3 of the Articles of Association is to be amended. And as you can read on the presentation on the web, the main reason for this amendment is to also cater for the slightly larger new builds that we have recently concluded and to cater for flexibility to continue to develop the company in that respect. It is not a significant deviation from the strategy but just catering for the changed market environment. And I would now wait a little for one minute so that everyone can get a chance to vote on this agenda item. [Voting]

The voting has now closed. And the count shows that the resolution has passed, with 99.92% of the votes represented in favor and 0.08% of the votes against, with 92,114 abstentions. Therefore, agenda item 11 is approved and resolved. Now let me continue with agenda item 12, the Board authority to increase the company's share capital. The company -- sorry, the Board believes that it is in the best interest of the company that the Board is granted authorization to increase the company's share capital. And therefore, the Board proposes that the general meeting passes the following resolution. The board is authorized pursuant to the Public Limited Liability Companies Act, paragraph 10 to 14-1 to increase the share -- increase the company's share capital by up to NOK 110,925,070, which corresponds to 25% of the share capital after the share capital reduction adopted on 28th January 2022. Subject to this aggregate amount limitation, the authority may be used one or on more than one occasion. The authority shall remain in force until the Annual General Meeting in 2023, but in no event later than 30th of June 2023. And the preemptive rights of the shareholders under paragraph of 10-4 of the Public Limited Liability Companies Act may be set aside for their purpose. The authority covers capital increases against contributions in cash and contributions other than in cash. And the authority covers the right to incur special obligations for the company, with a reference to paragraph 10-2 of the Public Limited Liability Companies Act. The authority covers resolutions on merger in accordance with paragraph 13-5 of the Public Limited Liability Companies Act. Furthermore, the authority can also be used in takeover situations, paragraph 6 of 17 (2) of the Securities Trading Act. And with effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, all previous authorities to the Board to increase the share capital are revoked. This is basically in line with the authorities provided during the previous years. And I would now wait a little to give everyone a chance to vote on this item. [Voting]

All right. Thank you. The voting has now closed. The count shows that the resolution has passed, with 91.07% of the votes in favor and 8.93% of the votes against and 142,324 votes abstaining. This resolution has passed. And I would like to continue now to agenda item 13, the Board authorization to take up convertible loans. The Board believes that it is in the best interest of the company that the Board is granted authorization to take up convertible loans. And the Board proposes that the general meeting passes the following resolution: The Board is authorized, pursuant to the Public Limited Liability Companies Act, paragraph 11-8, to resolve to take up convertible loans with an aggregate principal amount of up to NOK 3 million -- sorry, NOK 3 million, yes, NOK 3 billion actually. Subject to this aggregate amount limitation, the authority may be used on more than one occasion. Upon conversion of loans taken up pursuant to this authorization, the company's share capital may be increased by up to NOK 110,925,070. The authority shall remain in force until the Annual General Meeting in 2023, but in no event later than 30th of June 2023. The preemptive rights of the shareholders under paragraph 11-4 following and paragraph 10-4 of the Public Limited Liability Companies Act may be set aside for that purpose. I will now pause and wait a little so that everyone can get a chance to vote. [Voting]

Thank you. The voting has closed now. And the count shows that the resolution has passed, with 99.11% of the votes voting in favor and 8.89% of the votes voting against and 107,299 votes abstaining. Therefore, this agenda item has also passed. And that brings us to the end of the agenda. And I'm happy to open the floor for any other questions or business that shareholders might wish to address. All right. There are no questions through the web. And on that note, I would like to conclude today's AGM. I would like to thank everyone for attending today's AGM, and obviously, also for the support throughout the year 2021 and going forward. And on behalf of the company, I can express my positive, let's say, outlook for 2022. And we're looking forward to the next quarterly call, and obviously, the next AGM. On that note, I wish you a very pleasant day, and thank you for tuning in. Bye-bye.

That does conclude our webcast for today. Thank you for participating. You may now disconnect.