Verde AgriTech Limited (NPK) Earnings Call Transcript & Summary

All right. So it's now 11:01. So I'm going to give -- start the meeting. So good morning, and to some, good evening, ladies and gentlemen. My name is Renato Gomes, and I am the Director of Verde AgriTech Limited. With the consent of the meeting, I will ask Andrew Newbury of DSA Corporate Services, Inc., to act as Secretary of the meeting. It is now 9:01 a.m. Eastern Daylight Time and 9:01 p.m. in the evening in Singapore. I would ask that the Annual General Meeting of Verde AgriTech Limited now come to order. With the consent of the meeting, Lori Winchester of TSX Trust Company will act as scrutineer of this meeting to report on the shareholders present and the number of shares presented in person by proxy at this meeting to compute the votes cast by show of hands and to report to me on these matters. Prior to the commencement of this meeting, the scrutineer has filed a preliminary report on attendance. The secretary has confirmed that there is a quorum present, and I have asked the scrutineer to deliver their formal report on attendance to me as soon as possible. The notice calling this meeting and the accompanying materials, including the company's management information circular dated May 11, 2026, have been made available to all shareholders of the company, and the Secretary of the meeting has provided me with proof of service of such material. Additional copies of such material are available at this meeting. Accordingly, the reading of the notice of the meeting will be dispensed with. I will now ask the Secretary to read the scrutineers' report on attendance on the meeting.

Thank you. There are 2 holders represented in person or by proxy, representing 10,051 shares, and 49 management proxies received, representing 11,795,392 shares for a total representation of 11,805,443 shares or 20.915% of the total issued and outstanding shares of the corporation.

Excellent. I declare the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the final scrutineers' report on attendance be annexed to the meetings of the minutes as Schedule A. The order of the meeting will be as follows: First, we will conduct the formal part of the meeting in which we will consider and vote on the items raised in the management information circular. Afterwards, the CFO will provide a review of the past year and an overview of our corporate strategy and outlook for the current year, and we'll be happy to answer your questions. In order to make the best use of our time, certain shareholders have been asked to propose the motions, which we will consider in this meeting. I will call on them at the appropriate time. This will allow for more time for your questions and comments. The first item of business relates to the ordinary resolution to receive and adopt the directors' report, the audited consolidated statements of accounts audited by RSM Brasil, our Auditores Independentes Limited, and the audited consolidated statements of accounts audited by RSM SG Assurance LLP, together with the auditor's reports for the year ended December 31, 2025, copies of which have been provided to the shareholders of the company. It is not proposed for these to be read at the meeting. I would ask Felipe Paolucci to propose the motion that the financial statements be taken as read.

I propose that the directors' report, the audited consolidated statements of accounts audited by RSM Brasil Auditores Independentes Limited and the audited consolidated statements of accounts audited by RSM SG Assurance LLP, together with the auditor's report for the year ended December 31, 2025, be hereby approved and adopted.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

I declare the resolution to be approved and carried. The next item relates to the ordinary resolution on the re-election of Ms. Hannah Oh Na Yeon as the Director of the company, who is retiring pursuant to the company's constitution and being eligible has offered herself for re-election. I would ask Felipe Paolucci to propose the motion to re-elect Ms. Hannah Oh Na Yeon for the ensuing year.

I propose that Ms. Hannah Oh Na Yeon be and is hereby re-elected as Director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until her successor is elected or appointed.

All those in favor, signify by raising your hands. [Voting]

I declare the motion to be carried. The next item relates to the retirement of Mr. Cristiano Botelho Veloso, who is retiring pursuant to the company's constitution and is not seeking to be re-elected as a director of the company. For greater certainty, no votes will be sought in respect of Mr. Veloso's retirement. We shall proceed to the next item. As the next item involves my re-election as a director, Mr. Felipe Paolucci will conduct the AGM proceedings on my behalf.

The next item relates to the ordinary resolution on the re-election of Mr. Renato Gomes as a Director of the company, who is retiring pursuant to the company's constitution and being eligible has offered himself for re-election. I propose the motion to re-elect Mr. Renato Couto Gomes for the ensuing year. I propose that Mr. Renato Couto Gomes be and is hereby re-elected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until his successor is elected or appointed. All those in favor signify by raising their hands. [Voting]

I declare the motion carried.

Excellent. So the next item relates to the ordinary resolution on the re-election of Mr. Fernando Joao Prezzotto as a director of the company, who is retiring pursuant to the company's constitution and being eligible has offered himself for re-election. I would ask Felipe Paolucci to propose the motion to re-elect Mr. Fernando Joao Prezzotto for the ensuing year.

I propose that Mr. Fernando Joao Prezzotto be and is hereby re-elected as a director of the company to hold office until the next Annual General Meeting of the company or an adjournment thereof or until his successor is elected or appointed.

All those in favor signify by raising their hands. Contrary? [Voting]

I declare the motion carried. The next item of business relates to the ordinary resolution to approve the payment of directors' fees of up to CAD 16,000 in cash compensation for the financial year ending December 31, 2026, to be paid quarterly in arrears to each independent director. I would ask Felipe Paolucci to propose the motion to approve the payment of the directors' fee.

I propose that the payment of directors' fees of up to CAD 16,000 in cash compensation for the financial year ending December 31, 2026, be paid partly in arrears to each independent director.

All those in favor signify by raising their hands. Contrary? [Voting]

I declare the motion carried. The next item of business relates to the ordinary resolution to reappoint RSM Brasil Auditores Independentes Ltda and RSM SG Assurance LLP as auditors of the company and authorize the directors of the company to fix their remuneration. RSM Brasil Auditores Independentes Limited and RSM SG Assurance LLP have expressed their willingness to accept reappointment as auditors of the company. I will ask Felipe Paolucci to propose a motion appointing the auditors.

I propose that RSM Brasil Auditores Independentes Limited and RSM SG Assurance LLP be reappointed as auditors of the company to hold office until the conclusion of the next Annual General Meeting of the company and to authorize the directors of the company to fix their remuneration.

All those in favor signify by raising their hands. Contrary? [Voting]

I declare the motion carried. The next item of special business relates to the ordinary resolution to approve the authority for directors to allot and issue shares in the capital of the company pursuant to Section 161 of the Companies Act 1967 of Singapore as and when any deemed necessary in accordance with the provisions of the company's constitutions and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the company or the expiration of the period within which the next Annual General Meeting of the company is required to be held, whichever is earlier. I would ask Felipe Paolucci to propose the motion to approve the authority for directors to allot and issue shares.

I propose that the directors of the company be and are hereby authorized to issue shares in the capital of the company as and when they deem necessary in accordance with the provisions of the constitution of the company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the company or the expiration of the period within which the next Annual General Meeting of the company is required to be held, whichever is earlier.

All those in favor signify by raising their hands. Contrary? [Voting]

I declare the motion carried. Is there any further business to be brought before the meeting? Seeing none, that concludes the formal business for this Annual General Meeting of the Shareholders. The Secretary will propose the final resolution.

Mr. Chairman, I propose that the meeting be terminated.

I declare the motion carried and the formal portion of the meeting terminated. Thank you very much for your participation and your continued support of the company.

Thank you, everyone. Goodbye.