Sigma Lithium Corporation (SGML) Earnings Call Transcript & Summary

Hello, and welcome to the Annual and Special Meeting of Shareholders of Sigma Lithium Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare Corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Rodrigo Roso. Mr. Roso, the floor is yours.

Good morning. My name is Rodrigo Roso. It is my pleasure to welcome you to the Annual Special Meeting of Shareholders of Sigma Lithium Corporation. The Board and management very much appreciate your interest and attendance today. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent of the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtain all requiring consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [indiscernible] the Chairman of the Board, Chief Executive Officer, President, Lead Director or Vice President, who is a shareholder, are available to attend today's meeting pursuant to and in accordance with the bylaws of the company and no such offers and no such officer will be attending the meeting. The persons present and entitled to vote shall choose one of their numbers to be the Chair of the meeting. Frederico Marques and myself, being persons present and entitled to vote at the meeting propose to choose me Rodrigo Roso, to act as Chair of this meeting. If any present and entitled to vote at this meeting object to such selection, please state so now. As there are no objections, I, Rodrigo Roso, who will act as Chair of this meeting. As this meeting is being held virtual via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of the motion can be submitted by any registered shareholder or duly appointed proxy holder at any time by clicking on the message icon. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions regarding procedural matters or directly related to the motions before the meeting will be addressed during the meeting. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you are asked to vote, you will be able to cast your vote by clicking on the eye -- on the buttons for or withheld or against as applicable and that are under the vote icon for each business item. You only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I'll now add the Annual and Special Meeting of the shareholders of the company to be -- to come to order. I appoint Marina Bernardini, Chief of Staff of the company as Secretary of the meeting. And for the purpose of this meeting, I appoint Computershare Trust Company of Canada through its representatives as scrutineers to compute the votes of any polls taken in this meeting and to report that on to me. The purpose of today's meeting are set out in the management information circular of the company dated June 2023. The notice the notice calling this meeting, the management information circular and the form of proxy were mailed to shareholders on or around June 8, 2023, along with the outed consolidated financial statements of the company for the fiscal year ended December 31, 2022, and related MD&A to shareholders of the company who requested such statements and related MD&A. Unless there is any objection, I will dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. Our transfer agent, Computershare Trust Company of Canada has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a company of such proof of service be annexed to the minutes of this meeting as a schedule. The bylaws of the company provide that a quorum at a shareholders' meeting is met if there are 2 persons present at the meeting holding or representing by proxy an aggregate of at least 25% of the outstanding common shares entitled to vote at the meeting. I have been provided a preliminary report of the scrutineers, which indicates that at least 2 persons present in person holding or represented by proxy at this meeting, representing more than 25% of all outstanding common shares of the company present, and therefore, a quorum of shareholders of the company's present and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be an access to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting the outed consolidated financial statements of the company as at and for the fiscal period ended December 31, 2022, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. The first item of business is the election of directors. The company did not receive any director nominations in connection with the meeting in accordance with its advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the company are the management nominees. The directors elected by the shareholders of the company shall hold up to the close of business of the next Annual Meeting of Shareholders of the company or until their successors are elected or appointed. Ana Cristina Cabral, Calvyn Gardner, Marcelo Paiva, Bechara Azar, Cesar Chicayban, José Lucas Ferreira de Melo and Alexandre Rodrigues has been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. On August 31, 2022, amendments to the Canada Business Corporation Act and associated regulation came into effect requiring companies to provide form of proxies for the election of directors with the options to the shareholders to vote for and against in accordance with the disruption afforded the Chair of meeting under applicable law and to give effect to such changing law, which does not afford the opportunity to withhold votes. I will be directing that all proxies submitted that indicated a withhold for any director shall be treated as an against vote. Since there are no other nominations, I move and second the motion that, Ana Cristina Cabral, Calvyn Gardner, Marcelo Paiva, Bechara Azar, Cesar Chicayban, José Lucas Ferreira de Melo and Alexandre Rodrigues be nominated for election as directors of the company to hold off until the next annual meeting of shareholders or until their successor is elected or appointed. Unless there are any questions, I will move to the next item of business. The next item of business is the appointment of auditors of the company for the issued year and to authorize the directors of the company to fix the remuneration of the auditors. The company has previously included in the proxy related materials sent to shareholders for the meeting that the company current auditors, KPMG LLP would be proposed to be reappointed as auditors of the company for the upcoming year. However, upon further consideration by the company and given that among other factors and reasons, all of the company's money's operations and all of the companies in our management are located and reside in Brazil. The company believes that such appointment would increase audit efficiency based on the additional expertise of KPMG [indiscernible], and facilitate better communication between the company and the auditors. Unless a shareholder directs that his or her common shares are to be withheld from voting in connection with the appointment of KPMG auditors independent agent as the auditors of the company the persons named in the form of proxy previously mailed to shareholders intend to vote for the appointment of KPMG in auditors independent agent -- as the auditors of the company until the next Annual Meeting of Shareholders and to authorize the Board of Directors to fix the remuneration paid to KPMG auditor independent agents as auditors. I move and second that KPMG auditor independent be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. Unless there are any questions, I will move to the next item of business. The next item of business is to consider and if thought advisable to pass with or without variation an ordinary resolution of shareholders approving a New Equity Incentive Plan of the company, which is substantially the same as the Equity Incentive Plan that's approved by the shareholders with exception of addition of the language to restrict the maximum number of common shares that are issuable to participants and that may be subject to awards under the 2023 Equity Incentive Plan, together with all other secured based compensation plans of the company to 18,120,878 being 18% of the issued and outstanding common shares at the time of approval of the Existing Equity Incentive Plan. In other words, the combination of all secured based compensation plans of the company will be limited to the previously approved issuance of 18,120,878 common shares pursuant to the awards with no changes to it. And secondly, the change in the language of items B and C in Section 4.4. The full text of the ordinary resolution in respect to the New Equity Incentive Plan is set forth under the reading new 2023 EIP Resolution in the circular. I move and second a motion to approve the ordinary resolution of shareholders in respect to the New Equity Incentive Plan. Unless there are any questions, I will move to the voting portion of the meeting. As we mentioned, the voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be open for registered shareholders and appointed proxy holders. Now the polls are now open, and at this point, all registered shareholders and proxy holders who have properly logged with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and select for, against or withhold buttons next to the same of each proposed director and for or withhold next to the resolution with respect to the appointment of KPMG auditor independent agent as the company's auditors. Please register your votes by accessing the voting page and selecting the for, or against buttons next to the resolutions with respect to the New Equity Incentive Plan. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. The voting page will disappear, and your votes will be automatically submitted. [Voting]

Voting is now closed. Please note that the A10 fund, which comprises a total of 47,400,718 common shares abstained from voting from the voting regarding the election of Calvyn Gardner and Ana Cabral. Based on the proxies received at the proxy cutoff and the additional votes received at the meeting, each motion has been passed with the exception of the election of Calvyn Gardner as a Director. Due to the results of the proxies received and votes received at the meeting, Mr. Gardner has not been received a majority of votes in favor of his election and therefore, has not been elected as a Director of the company for the upcoming year. I would ask the scrutineers compile the report regarding the results of voting on all business matters and results will be published on SEDAR and by press release. The formal items of business as set out in the notice of meeting have now been dealt with. And therefore, I move and second a motion that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. And you may now disconnect. Have a good day.

This concludes the event. You may now disconnect.