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

Good day, ladies and gentlemen. Welcome to the Swiss Water Decaffeinated Coffee Inc. Annual General Meeting of Shareholders Conference Call. [Operator Instructions] The conference is being recorded. [Operator Instructions] It's now my pleasure to turn over today's meeting to Alan Wallace, Chair of the Annual General Meeting. Mr. Wallace, the floor is yours.

Thank you, Gaylene, and good afternoon, ladies and gentlemen. My name is Alan Wallace, and I am Swiss Water's appointed Chair of the Board of Directors. I have been appointed to Chair today's meeting in accordance with the articles and the bylaws of the company. On behalf of the Board of Directors, I wish to welcome shareholders, employees and guests to the 2023 Annual General Meeting of Shareholders of Swiss Water Decaffeinated Coffee Inc. We are pleased that you are here today, and we look forward to reporting on our company's activities. It is now 2:02 p.m., and I would like to call the meeting to order. At the end of the meeting, the management and I will be able to address your questions for those of you who have preregistered for today's meetings. As this meeting is held virtually via a teleconference, we think it is helpful and necessary to set out a few rules for the orderly conduct of the meeting. First rule, for the purposes of the meeting today, voting on all matters will be conducted by telephone. If you are a registered shareholder of record or a duly appointed proxy holder and you wish to vote during the call, you must have preregistered and you must have joined the meeting using the dial-in numbers and pin that were sent to you when you pre-registered. The public access call is listen-only. For those of you who have preregistered voting by phone will be your only opportunity to vote by ballot during the meeting, and you will only have a certain amount of time to do so when the polls are open. The second rule, questions in respect of a motion can only be asked by registered shareholders or duly appointed proxy holders who have preregistered. 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, which are directly related to the motions, will be addressed during the meeting. I will provide instructions on how and when to raise your question. Questions not relating to the procedural matters will be addressed at the end of the meeting. We will begin today with the formal business of the Annual General Meeting of Shareholders, after which we will open the floor for those of you who preregistered for any questions that you may have. I would like to introduce you to the executive officers, management of the company and the scrutineer who are present here today. They are Frank Dennis, President and Chief Executive Officer, and who is also a Director; Iain Carswell, the company's Chief Financial Officer; Eve Bartnik, Director of Financial Reporting and Treasury and the Secretary of the company; Dylan Easterbrook, the company's Corporate Controller; and Teresa Kwan of Computershare Investor Services, Inc. I hereby appoint Eve Bartnik to act as the recording secretary and Teresa Kwan to act as the scrutineer for this meeting. The notice calling this meeting, together with the related information circular and the proxy form, was delivered to all registered shareholders of record as of April 11, 2023, and in accordance with applicable securities legislation to beneficial holders of the 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 the meeting. According to the company's bylaws, a quorum at a shareholders' meeting is met when at least 2 persons are present where each is entitled to vote at the meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast at the meeting. I have been advised by the secretary that the scrutineer's report is complete and that a quorum is present. I, therefore, declare this meeting to be properly constituted for the transaction of the company's business. The minutes of last year's Annual General and Special Meeting of Shareholders of the company are available for inspection. Unless there is any objection, I will dispense with reading them. [Operator Instructions]. Again, this will be available only to registered shareholders and proxy holders who have preregistered for today's meeting.

Mr. Chairman, no one asked to speak.

Thank you. Since there are no questions or objections regarding last year's minutes, I will move on to presenting the financial statements and the auditor's report thereon. Could I have a motion to approve last year's minutes?

Mr. Chairman, I so move.

Mr. Chair, I second the motion.

Thank you. I now place before the meeting the report to shareholders, including the consolidated financial statements of the company for the period ended December 31, 2022, and the independent auditor's report thereon. This material is contained in the annual report that was mailed to shareholders who requested financial reports and also was made available on SEDAR and the company's website. If you have any questions on the financial report, our Chief Financial Officer, Iain Carswell, is available to respond during the question-and-answer period, which will be after the formal meeting. As set forth in the notice of meeting and the accompanying proxy statement, there are 2 matters presented for shareholders' vote, the election of directors and the appointment of auditors. After each matter is presented, the first and second motions are complete, I will ask registered shareholders and proxy holders to raise questions relevant to the matter. Afterwards, shareholders will then be able to vote on each of these matters using their telephone. During the meeting, I will provide preliminary voting results, and the final results will be posted on SEDAR and on our website. 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 7. The Board of Directors has nominated the 7 individuals named in the proxy statement to be elected to the Board of Directors for a term expiring at the close of the next Annual General Meeting of Shareholders. They are Frank A. Dennis, Roland W. Veit, Robert B. Johnston, Nancy L. McKenzie, Donald J. Tringali, Justin C. Jacobs and myself, Alan Wallace. Could I have a motion for the appointment of Mr. Dennis, Mr. Veit, Mr. Johnston, Ms. McKenzie, Mr. Tringali, Mr. Jacobs and myself, Alan Wallace?

Mr. Chairman, I so move.

Mr. Chair, I second the motion.

Thank you. At this time, I request that all other nominations for election to the Board of Directors be disclosed. [Operator Instructions]

Mr. Chairman, there were no other nominee directors.

Thank you. Since there are no other nominations, I declare the nominations for directors be closed and that the 7 persons nominated to be put forward for election as directors of the corporation. Operator, could you please provide instructions on voting on this motion?

Certainly. One moment, please, while the vote is configured. Voting is now open for a motion to elect the directors. To vote in favor of your motion, please star 1. To vote against, please press star 2. If you are voting multiple control numbers and do not want to vote the same for all or if you need voting support, such as to vote in favor of some directors, but not all, please press star 4 and your line will be flagged to speak with the scrutineer and place your vote at the end of the meeting. [Operator Instructions] Voting will close in 5 seconds. [Voting]

Voting has closed.

The next item of business is the appointment of independent auditors of the company for the ensuing year and to authorize the directors of the company 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 MNP LLP as the auditors of the company. Could I have a motion for the appointment of MNP LLP as the auditors of the company?

Mr. Chairman, I so move.

Mr. Chair, I second the motion.