REC Silicon ASA (RECSI) Earnings Call Transcript & Summary

The time is now 1 p.m. Norwegian time, and it's time to welcome the shareholders to an extraordinary general meeting in REC Silicon ASA. My name is Thomas Aanmoen, and it's my pleasure to -- on behalf of the Board of Directors, declare the Extraordinary General Meeting open. As the shareholders will have seen from the notice, I have been proposed to chair the meeting as an independent chairperson. But before we move to the matter of election, as a chairperson, I would like to give some practical information. Kindly note that voting on all agenda items are now open, and the opportunity to vote on the agenda items should appear clearly on each shareholders screen. If you move away from the poll, you will find it again by clicking on the bar chart symbol that will appear on your screen, either on top or on bottom, depending on whether you're logged on, via browser or the app. I will revert shortly with the attendance number or rather, I will ask the kind registrars at DNB Verdipapirservice to do so. But I just wanted to point out that the company's Articles of Association specify that only shareholders who have given advanced notice can participate in the general meeting and will therefore be the only ones registered as attended. Attending shareholders who have not given notice will see nonvoting after their name on their screens. And if by any chance any shareholder believes they should have been enrolled and are not, please notify us by sending a message through the messaging function in the application shown by the message symbol. As I mentioned, all items on the agenda are now open for voting at once, and you may choose to vote by pressing the buttons for, against or abstain on each individual item. You're free to submit voting on all items at any time and you may change the voting on each item along the way until the individual item is closed. We will close each item on the agenda for voting consecutively as the general meeting resolves the item. Of course, we only have 4 items today, but still. We will then close each item on the agenda for voting as they are resolved, but during the short time that we are calculating votes on the individual items, the opportunity the vote will temporarily disappear from your screens but will reappear thereafter. Of course, voting that's already been made by the shareholder will still be registered when the remaining items reappear. When it comes to logged on shareholders who have given advanced votes or instructions, all your votes are linked to your account, but you will not see an online confirmation on this on your screen. If you're -- while logged on, you do not see your previously submitted votes, it will be counted in a way that they were given, but you may also change previously given votes by voting live today. Should you click cancellation on the items in the poll that you have given before, you can cancel previously given votes and instructions. And if you do this, you must, of course, vote again during these proceedings. But should you be in doubt in any of this, note that if you vote now, your votes will be counted. For shareholders who wish to ask questions or make comments to the items on the agenda, this is done by clicking on the message symbol. And then you may, where it says Ask A Question, you may enter what you would normally have wanted to say on the podium at the physical general meeting. Point out then that you will be identified by name, approved comments will be made visible to all shareholders who are logged in. Shareholders have the right to request information from the company about matters on the agenda or about the company's financial position. The only material item on the agenda today is, of course, dealing with election of Board members. Questions that are sent in are moderated, meaning that repeated or overlapping questions might not be addressed, the same goes for technical questions. And moderation for language and relevance will also be made. At this point, I would like to move on to the list of represented shares in today's general meeting. And I would like -- I'm now looking at our registrars at DNB and hope that you could advise us of the participation figures at this meeting.

Yes. Thank you, Thomas. Represented here today, we have 108 shareholders in total that logged on and follow this meeting. That is a mix of shareholders voting online, shareholders that have given advanced votes and proxies, not enrolled shareholders and guests. So the shareholders voting online today are 7 shareholders, representing 5,808,244 shares. We have proxy, the Chair of the Board, for 223,203 shares. We have Chair of the Board with instructions for 159,018,698 shares. And we have advanced votes from 28,145,180 shares. In total, we then have represented 193,195,325 shares, and this represents 45.3% of the company's working capital. Thank you.

Thank you very much for that, to the registrar at DNB. The meeting is now closed for additional shareholders to log in. But if any of you who are logged in, for some reason, should lose their connection or want to log in from a different device, that is possible for you to log on again. You will remain registered. So those were the introductory practical notes that I wanted to make by way of introduction. I know that the company's Chief Executive Officer, Mr. Kurt Levens, is participating at the EGM, and I also know that the company's General Counsel and Corporate Secretary, Mr. James Bowen, is present from the company's side. And I also believe that the Chairman of the Board is attending. Mr. Levens, very good to have you in attendance. Would you be able to possibly give a brief introductory statement to the present shareholders, given that this is your first sort of EGM in that capacity?

Thank you, Thomas. Good afternoon and good afternoon to our shareholders as well. For those who don't know me, I'm Kurt Levens, and I'm the CEO of REC Silicon. I have over 20 years of experience with the company, and my roles have ranged from business line management to sales to strategic development activities as well as overall divisional management most recently in our only operating division, which was our Semiconductor Materials division. So I have been responsible also for everything from our first agreements on granular, both internal and external, to development of our Silicon Gases business line as well as all of the agreements that are related to that business now as it is. So it's been quite a long time and quite a wide range of activities that I've had the privilege of working with the current team model. One thing that this has really given me is that I have a lot of perspective regarding where we need to go and what we need to do as a company, as well as an appreciation for the tenacity of our team and our assets as we move forward and we look at what are the opportunities out there in the marketplace with regards to energy, with regards to semiconductors, with regards to energy storage. So I'm very excited about this opportunity. And I have a deep appreciation for our team as well as the challenges ahead of us. We have a lot of work to do. But at the end of the day, it's going to be very simple. It's about we need to make more products, we need to sell more product, we need to manage difficult inputs as well as gain ability to increase our pricing leverage, and we need to prepare for what's next. And while they seem they're very simple to focus on, we have the right competence to be able to attack it, and I want to keep us very focused on those items. So we have a lot of work to do, and I appreciate being able just to take a few moments to introduce myself. And I thank you for your presence at this meeting.

Thank you very much for that, Mr. Levens. Okay. So the opportunity to vote on the various agenda items are open. Shareholders are now requested to proceed at least for the first voting item on the agenda. And this is item 2, election of a Chairperson on the meeting and a person to co-sign the minutes along with the chairperson. The Board has, in line with various -- in line with Norwegian recommendations for corporate governance, proposed that an independent person chair the meeting. And the proposal is that Attorney Thomas Aanmoen, currently speaking, is elected to chair the meeting. As an information point with respect to my independence, I can point out that I have no relationship to any of the company's largest shareholders. To co-sign the minutes, the proposal is that the company's General Counsel and Corporate Secretary, Mr. James Bowen, is elected to co-sign the minutes. So that is the proposal on agenda item 2, and we do not have any questions to that item. Shareholders who have not yet voted are now, on agenda item 2, requested to vote now. The opportunity to vote will be closed shortly. But those who missed the explanation of how to vote, this is described on the information page. And if you click on the i symbol, you will return to that information page. Please vote now. We will now wait for a few brief moments, and this is done in order to ensure that everybody has had the chance to vote and also to catch any electronic timing lags for this virtual meeting and make sure that we are able to tally all votes. Now this brief pause or interval will take place on each vote today. I will revert in a few minutes as soon as I'm advised that the voting results have been calculated by the registrar. Thank you. Please vote. [Voting] Okay. I am advised that voting is concluded. The approval requirement on this item as on all items of today's EGM is 50% of the votes cast. Votes cast for on this item is 183,195,044, meaning 95.15% votes were cast in favor for the proposal. Against was 9,342,958, the balance 4.85%. Abstained 604,427. And clearly, it also is carried. The detailed polling results, which I just read out on this and every item will be attached to the minutes, which will be made available later today as [indiscernible] announcement will also be possible in the company's web page. Let's move to item 3 on the agenda, which deals with the approval of the notice on agenda. And the notice was distributed within the 3-week period of the Norwegian Public Limited Companies Act and has also been announced as a stock exchange notice on 30th of September this year. So at the outset, it seems to me that the notice of meeting has been given in an appropriate manner. As regards to the agenda, we will follow this so we can set out in the calling notice. No comments received. So we will then move to voting. Everyone who has not yet voted on item 3, please do so now. And again, we will wait a few moments so that everyone gets the opportunity to vote and we'll then calculate the votes and revert for the results. Thank you. [Voting] So the votes are now counted on the item. We had 182,256,175 votes for, equal to 94.97% of the votes cast. Against, 9,647,699 equal to the balance of 5.03% of the votes cast against. Abstained 1,285,551 shares. Item 4 of the agenda deals with the election of Board members. The concrete proposals were made by the company's Nomination Committee. There are proposals for 3 members. We do not have any questions with regard to that item. I have one more, but it will be dealt with after this item because it's not related to this specific topic. So we will then move to voting on this matter. Everyone who has not yet voted, please do so now on Item 4, election of Board members. Please cast your votes, and please do so with respect to each individual candidates at this time. I will revert again when the vote is closed. Please vote. [Voting] Okay. So the votes are now in. Votes cast for is 162,702,152, representing 84.29% of the votes cast. Against 30,320,720, representing 15.71% of votes cast. Abstained 172,453, meaning that this proposal was also carried with requisite majority. I see that we now have one question which has been received, which I would like to -- yes, here we go. The question is, and I think this is -- I would propose that the CEO -- see if he can respond to this. And the question reads as follows. There's been a huge lack of information flow from the company to shareholders in the past. How will -- and the question is, how will the information flow become in the future regarding where we are in the process? Did you catch that, Mr. Levens?

Yes, indeed, Thomas. So we will continue to communicate in a manner which is consistent with what is required of us in order to keep all of our shareholders fully engaged in understanding with where we're at in the process at the regular periods that we need to do. So right now, if you look at from a period of -- a silence period, so to speak, we're not going to say anything specific. And the next comments we'll have specifically are going to be at the next quarterly presentation.

Thank you for that, Mr. Levens. I don't see that we have any further questions that are coming, and that means that we can conclude the EGM because this concludes all matters on the agenda, and will be dealt with the incoming questions. Let me then be clear, the Extraordinary General Meeting call concluded. The proposals were passed. The meeting is hereby adjourned. And on behalf of our REC silicon ASA, I would like to thank the shareholders for participating in the company's affairs. Until next time. Thank you.