Verde AgriTech Limited (NPK) Earnings Call Transcript & Summary

Thank you. Good morning, ladies and gentlemen. My name is Cristiano Veloso. I'm the Founder and CEO of Verde Agritech Plc. I would like to welcome the shareholders observing the meeting as well those present in person here at this court meeting of Verde Agritech Plc, herein after referred to as the company. The time is 9:34 Eastern Time on 14th of July, 2022. I would like to call the meeting to order. There is a quorum present, and if there are no objections, I will declare the meeting open. I have received a report of the proxies by the [ Red Straws ] in relation to this meeting. A total of 18 proxies were received in relation to a total of 20,421,200 shares in the company, approximately 38.8% of the shares in issue and eligible to vote. I have received the report of the shareholders who have voted electronically in relation to this meeting. A total of 17 electronic votes were received in relation to a total of 1,380,871 shares in the company, approximately 2.6% of the shares in issue and eligible to vote. I will announce the position with voting intentions under the proxies before the vote is held on each individual resolution to be considered at this meeting. This scheme circlet provided shareholders with the ability to submit questions in advance via an online platform. With your permission, ladies and gentlemen, I would like to proceed by dealing with all questions from shareholders on any matters relevant to the business of the meeting at the outset before we move on to voting on the resolution itself. In my view, we will be able to deal with the voting more expeditiously in this manner, while still giving shareholders time to ask all the questions that they may wish to ask. Ladies and gentlemen, as there have been no questions asked, I would like now to start the formal proceedings of this court meeting. The notice of court meeting together with explanatory notes was posted to shareholders on 14th of June, 2022. Accordingly, the requisite notice of the meeting has been given. In accordance with the Articles of Association of the company, voting today will be done by way of a poll on the resolution put to the meeting. I am appointing TSX Trust Company, the company's registrar, to act as scrutineers. A summary of the resolution will be read out together with the breakdown of the proxy votes we have received before I put the resolution to the vote. You have 2 options for the resolution. You can vote for the resolution or against the resolution. You can vote at any time during the proceedings until I declare the voting closed. As it will take some time to complete the poll procedure, the final results of the votes and including the proxy votes on the resolution will be announced and published on our website as soon as reasonably practicable. The scheme must be approved by a majority in number of scheme shareholders who represent 75% in value of the capital held by those scheme shareholders, and who voted either in person or by proxy at the court meeting. We will now proceed to vote on the resolution. The full text of the resolution is set out in the notice of meeting, a copy of which you will have received. The resolution is a special resolution, which to be passed, requires a majority of 75% to vote in favor of the resolution. The only item of formal business for this meeting is to propose the resolution, which is as follows: that the scheme of arrangement dated, the effective date here and after referred to as the scheme, between the company and the scheme shareholders, as defined in this scheme, a print of which has been produced to this meeting. And for the purpose of identification, signed by the Chairman hereof in its original form, albeit or subject to any modification, addition or condition approved or imposed by the court, be approved and the directors of the company be authorized to take all such actions as they consider necessary or appropriate for carrying this scheme into effect. Of the votes represented by proxy, 20,318,269, approximately 99.4%, voted for the resolution and 102,931 voted against the resolution. Thank you. As we mentioned before, it will take some time to complete the poll procedure, therefore, the results of the poll, including the proxy votes already received in respect of the resolution will be announced and posted on the company's website as soon as practical. Ladies and gentlemen, that concludes the business of this court meeting. And on behalf of your Board, I would like to thank you for your interest and support in attending today and declare the meeting closed. Thank you very much.