Swiss Water Decaffeinated Coffee Inc. (SWP) Earnings Call Transcript & Summary

Hello, and welcome to the Swiss Water Decaffeinated Coffee Inc. general meeting. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Leo Raffin. The floor is yours.

Thank you. Good afternoon, ladies and gentlemen. My name is Leo Raffin. I'm a partner at the law firm of McMillan LLP, and I'll act as Chair of this meeting. I've been appointed to chair today's meeting in accordance with the articles and bylaws of the company. On behalf of the Board of Directors, I wish to welcome shareholders, employees and guests to the 2020 Annual General Meeting of Shareholders of Swiss Water Decaffeinated Coffee Inc. We wish this meeting could have been done in person, but to protect the health and well-being of all who would normally attend in person, we are conducting this meeting via live audio webcast. It's now time to start the meeting. I'd like to call it to order. At the end of the meeting, management will be able to address your questions. This meeting is being held virtually via live webcast. We think it is necessary to set a few rules for the orderly conduct of this meeting. [Operator Instructions] Finally, for the purposes of meeting today, voting on all matters will be conducted by an electronic ballot. If you're a registered shareholder or a duly appointed proxy holder, and you wish to vote online today, you must follow the instructions on the virtual meeting site. This will be your only opportunity to vote by ballot during the meeting, and you only have a certain limited amount of time to do so when the polls open. To expedite the formal part of the meeting, I will move and second all motions. We begin today with the formal business of the meeting, which -- after which, I'll open the floor for questions. I'd like to introduce you to the following directors and officers who are here today present and participating in the meeting. Frank Dennis and Iain Carswell are here. They'll be available to answer your questions. I appoint Eve Bartnik to act as recording secretary, and Teresa Quan of Computershare Trust Company of Canada act as scrutineer of the meeting. The notice calling the meeting, together with the related information, circular and proxy form, was delivered to all registered shareholders of record as of May 7, 2020, and in accordance with the applicable securities legislation to beneficial holders of shares. I have received from the secretary a statutory declaration attesting to the mailing, and I direct the secretary to attach the declaration to the minutes of this meeting. According to the company's bylaws, a quorum of the shareholder meeting is met when at least 2 persons are present where each are entitled to vote at the meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast in the meeting. I've been advised by the secretary that the Scrutineer's Report is complete and that the quorum is present. I therefore declare the meeting to be properly constituted for the transaction of business. The minutes of last year's Annual Meeting of Shareholders are available for inspection. Unless there is an objection, I will dispense with reading them. I now place before the meeting the report to shareholders, including the consolidated financial statements of the company, for the period ended December 31, 2019, and the independent auditor's report thereon. This material was contained in the annual report that was mailed to shareholders who requested financial reports and was made available on SEDAR and the company's website. If you have any questions on the financial report, Iain will be available to respond after the conclusion of the formal meeting. We'd now like to move to matters to be voted upon at the meeting. As set forth in the notice of meeting and the accompanied proxy statement, there are 2 matters present for shareholders to consider. The first is the election of directors and the second is appointment of auditors. I'll be putting forward a motion on the election of directors and then the second motion on the appointment of auditors. After both motions have been put forward, shareholders will then vote on each of these motions. Moving now to the first proposal to be voted on, the election of the Board of Directors. In accordance with the articles and bylaws of the company, the Directors have set the number of Directors at 6. The Board of Directors have nominated the 6 nominees named in the proxy statement to be reelected to the Board of Directors. They are David Rowntree, Frank Dennis, Diane Fulton, Richard Mahler, Anne Saunders and Roland Veit. I do note however that -- I acknowledge that the press release was issued by the company on June 18, 2020, in which it was announced that David Rowntree will retire from office immediately following the AGM. At this time, I'd request that any other nominations for election to the Board of Directors be disclosed. I'll wait a moment to see if anything is put forward. All right. Since there are no other nominations, I declare the nominations for Directors to be closed and that the 6 persons nominated to be put forward for election as Directors. I now turn to the second motion to be voted upon, which is the appointment of the independent directors of the company for the ensuing year and the authorization of the directors to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the appointment of Pricewaterhousecoopers LLP as auditors of the company. Unless there are any questions, I will move to the next item of business. All right. I'd now like to open the polls on the resolutions to elect the directors and appoint the auditors. The polls will be open for 1 minute, and I will give a 30-second notice before the closing of the polls. Polls are open. [Voting]

The poll is now closed. Shareholders and proxy holders had now cast their votes on the matters of the meeting. I'd ask the scrutineer to compile the report regarding the results of voting on all business matters. Okay. We have any? That's right. Just waiting for the final scrutineer tally to come in. All right. Thank you, everybody, for waiting. The ballots have been counted and the votes tabulated by the scrutineer. And the scrutineer is reporting the following preliminary results. There are 3,571,804 shares or 39.34% of the total issued and outstanding shares present and voting in person, by proxy. The preliminary results have followed. On the first proposal, the election of the 6 nominees, all have been elected as Directors of the company to serve until the next Annual General Meeting or until their successors are appointed. On the second proposal, the appointment of Pricewaterhousecoopers as the independent auditors of the company, their appointment has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. I direct the results of the poll to be included with the minutes of this meeting, and the results of the voting will be announced in the press release in accordance with the policies of the TSX and filed on SEDAR. All of the business which this Annual Meeting of Shareholders has been called has been completed. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I now turn the meeting over to Frank Dennis, the CEO of the company, and Iain Carswell, the CFO of the company, to answer questions that have been submitted.

Thank you very much, Leo. [Operator Instructions]

Okay. Apparently, there are no additional questions. And if that being the case, we would like to thank all of you for your time today, and we will now be terminating our broadcast.

Thank you. This concludes the meeting. You may now disconnect.