Verde AgriTech Limited (NPK) Earnings Call Transcript & Summary

Excellent. So good morning and good afternoon, ladies and gentlemen. My name is Cristiano Veloso. I am a Director and the Chief Executive Officer of Verde AgriTech Limited. In accordance with the constitution of the company, since the company does not -- the directors present may elect a director as a Chairman of a general meeting of the company.

Thank you. I am Madeleine Lee, a Director of the company. And I hereby propose Mr. Cristiano Veloso to act as Chairman of this AGM.

Thank you, Madeleine. With the consent of the meeting, I'll ask Andrew Newbury of DSA Corporate Services to act as Secretary of the meeting. It's now 6:26 a.m. Eastern Daylight Time and 6:27 p.m. in the evening in Singapore. I would ask that the Annual General Meeting of Verde AgriTech Limited now comes to order. Ms. Scrutineer, if you would like to go ahead. So with the consent of the meeting, Amy Kam of TSX Trust Company will act as scrutineer of this meeting to report on the shareholders present and the number of shares represented in person and by proxy at this meeting, to compute the votes cast by ballot if any ballots are conducted at this meeting and to report to me on these matters. Prior to the commencement of this meeting, the Scrutineer filed a preliminary report on attendance. The Secretary has confirmed that there is a quorum present, and I have asked the Scrutineer to deliver his formal report on attendance to me as soon as possible. The notice calling this meeting and the accompanying materials, including the company's management information circular dated May 12, 2023, have been made available to all shareholders of the company. And the Secretary of the Meeting has provided me with proof of service of such material. Additional copies of such material are available at this meeting. Accordingly, the reading of the Notice of Meeting will be dispensed with. I will now ask the Secretary to read the scrutineers' report on attendance to the meeting.

Thank you. The preliminary report on attendance is as follows. One holder represented in person, representing 4,100 shares; 77 management proxies received, representing 12,783,998 shares for a total representation of 12,788,098 shares or 24.298% of the total issued net outstanding shares of the corporation.

I declare that a requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the final scrutineer's report on attendance [indiscernible] to the minutes of the meeting as Schedule A. The order of the meeting will be as follows. First, we will conduct the formal part of the meeting in which we will consider and vote on the items raised in the Management Information Circular. Afterwards, I will answer any questions the shareholders attending this conference might have. In order to make the best use of our time, certain shareholders have been asked to propose the motions which we will consider in this meeting. I'm calling them at appropriate time. This will allow for more time for your questions and comments. All items of business before the meeting will be voted by show of hands unless a ballot is requested. The first item of business relates to the ordinary resolution to receive and adopt the old consolidated financial statements audited by PKF Littlejohn LLP, the audited standalone financial statements audited by PKF-CAP LLP, together the financial statements of the company for the financial year ended December 31, 2022, copies of which have been provided to the shareholders of the company. It is not proposed for this to be read at the meeting. I will ask Felipe Paolucci to propose the motion that the financial statements be taken as read.

I propose that the audit consolidated financial statements audited by PKF Littlejohn LLP and the audit standalone financial statements audited by PKF-CAP LLP for the year ended December 31, 2022, be hereby approved and adopted.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. The next item involves my reelection as a director. Ms. Madeleine Lee, who is with me here in this meeting, will conduct the meeting proceedings on my behalf for this item.

Thank you. The next item relates to the ordinary resolution on the reelection of Mr. Cristiano Veloso as the Director of the company, who is retiring pursuant to the company's constitution and being eligible has offered himself reelection. I would ask Felipe Paolucci to propose a motion to reelect Mr. Cristiano Veloso for the ensuing year.

I propose that Mr. Cristiano Veloso be and is hereby reelected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until his successor is elected or appointed.

I'll now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hand. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. I shall now hand over the conduct meeting proceedings back to the Chairman of the Meeting.

Thank you. Thank you, Madeleine. The next item relates to the ordinary resolution on the reelection of Mr. Renato Gomes as a Director of the company, who is retired person to the company's constitution and being eligible has offered himself for reelection. I'd ask Felipe Paolucci to propose a motion to reelect Mr. Renato Gomes for the ensuing year.

I propose that Mr. Renato Gomes be and is hereby reelected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until his successor is selected or appointed.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. The next item relates to the ordinary resolution of the reelection of Mr. Fernando Prezzotto as a director of the company, who is retiring person to the company's constitution and being eligible has offered himself a reelection. I'll ask Felipe Paolucci to propose a motion to reelect Mr. Fernando Prezzotto for the ensuing year.

I propose that Mr. Fernando Prezzotto be and is hereby reelected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until his successor is elected or appointed.

I now put the motion to the meeting. All those in favor of the motion, please signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. The next item relates to the ordinary resolution on the reelection of Ms. Luciana de Oliveira Cezar Coelho as a director of the company, who is retired person to the company's constitution and being eligible has offered himself for reelection. I'll ask Felipe Paolucci to propose a motion to reelect Ms. Luciana de Oliveira Cezar Coelho for the ensuing year.

I propose that Ms. Luciana de Oliveira Cezar Coelho be and is hereby reelected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until her successor is elected or appointed.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution of proved and carried. The next item relates to the ordinary resolution on the reelection of Ms. Madeleine Lee as a director of the company, who is retired person to the company's constitution being eligible has offered herself for reelection. I'll ask Felipe Paolucci to propose a motion to elect Ms. Madeleine Lee for the ensuing year.

I propose that Ms. Madeleine Lee be and is hereby reelected as a director of the company to hold office until the next Annual General Meeting of the company or any adjournment thereof or until her successor is elected or appointed.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. The next item is to record the retirement of Mr. Alysson Paolinelli. In accordance with the company's constitution, Mr. Alysson Paolinelli will retire from the Office of Director at the close of this meeting. Mr. Alysson Paolinelli has expressed that he did not wish to seek for reelection. The Board place on record its appreciation to Mr. Paolinelli for his contribution to the Board and the company during his tenure of service as a director of the company. The next item of business relates to the ordinary resolution to approve the payment of director's fees of up to CAD 24,000 in cash and CAD 96,000 in equity compensation for the financial year ending December 31, 2023, to be paid quarterly in arrears to each independent director. I'll ask Felipe Paolucci to propose a motion to approve the payment of the director's fees.

I propose that the payment of director's fees of up to CAD 24,000 in cash and CAD 96,000 in equity compensation for the financial year ended December 31, 2023, to be paid quarterly in arrears to each independent director be hereby approved.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. Appointment of auditor. The next item of business relates to the ordinary resolution to appoint Ernst & Young LLP as the auditors of the company in place of the retiring auditors, PKF-CAP LLP and to authorize the directors to fix their remuneration. Ernst & Young LLP had consented to act as directors of the company. I'll ask Felipe Paolucci to propose the motion appointing the auditors.

I propose that Ernst & Young LLP be appointed as auditor of the company in place of the retiring auditors, PKF-CAP LLP, to hold office until the conclusion of the next Annual General Meeting of the company and to authorize the directors of the company to fix their remuneration.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. Interest of capital. The next item of business relates to the ordinary resolution to approve the authority of directors to allot in each shares in the capital of the company pursuant to Section 161 of the Companies Act 1967 of Singapore, as and when they deem necessary in accordance with the provisions of the company's constitution and that such authority show continuing force until the conclusion of the next Annual General Meeting of the company or the expiration of the period within which the next Annual General Meeting of the company is required to be held, whichever is earlier. I will ask Felipe Paolucci to propose a motion to approve the authority for directors to allot and issue shares.

I propose that the directors of the company be and are hereby authorized to issue such shares in the capital of the company as and when they deem necessary in accordance to the provisions of the constitution of the company, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the company or the expiration of the period within which the Annual General Meeting of the company is required to be held, whichever is earlier.

I now put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. Protection of the rainforest. The Amazon rainforest is a crucial ecosystem that provides numerous benefits to the world, including carbon sequestration, biodiversity and climate regulation. Unfortunately, the Amazon rainforest is under threat from illegal deforestation activities, among other reasons for the culture and livestock production. As a responsible and sustainable company, Verde AgriTech recognizes the importance of protecting the Amazon rainforest and takes its commitment to sustainability seriously. In this regard, the next item of business is to forbid sales of its product to 218 municipalities predominantly composed of Amazon rainforest, totaling 2.23 million square kilometers as listed in the Schedule B of the Management Information Circular, except for projects that plant native trees for reforestation. The company shall take reasonable measures to ensure compliance with this resolution, including, but not limited to injecting due diligence on its customers' activities. This resolution shall take effect immediately upon its passing and shall be reviewed annually by the Board of Directors to ensure its continued effectiveness in achieving the company's commitment to sustainability and the protection of the Amazon rainforest. I'll ask Felipe Paolucci to propose a motion to approve the forbidding of sales of its product to 218 municipalities predominantly composed of Amazon rainforest.

I propose that the company is forbidden to sell its products to 218 municipalities predominantly composed of Amazon rainforest, totaling 2.23 million square kilometers as listed in the Schedule B of the Management's Information Circular, except for projects that plant native trees for reforestation.

And I'll put the motion to the meeting. All those in favor of the motion, please so signify by raising your hands. [Voting]

Contrary, if any? [Voting]

I declare the resolution approved and carried. Is there any further business to be brought before the meeting? That concludes the formal business of this Annual General Meeting of Shareholders. The Secretary will propose the final resolution.

Mr. Chairman, I propose the meeting be terminated.

I declare the motion carried and the formal portion of the meeting terminated.

I would like now to answer any questions any of the shareholders attending this AGM may have. There is a Q&A option on your screen, which you can use to share any questions you may have. We have received 1 question in advance, which is to do with the broad issues we faced last year when Plant 2 was under construction and some infrastructure, some additional infrastructure was being built by Verde, which includes around 20 kilometers of new roads and the construction of a bridge. I'm very pleased to report, as it had been previously disclosed on our press release, is that the issue has been completely addressed. It's completely fixed, and we do not anticipate and hope for this to happen ever again. It happened in connection with construction of the road, which require the [ wood table ] to be lowered in some areas where you could build the road, but now it has been fixed and the road has been in operation ever since. So among the shareholders and interested parties who I can see present attending this AGM, I would like to ask you if there's any further question, any issue would like me to discuss. If not, I shall declare the AGM closed. I can't see any further questions. I presume because not very long ago, we had a very long shareholders meeting with several questions, which is available on our YouTube channel. As always, I'm open for any questions, and so is our Investor Relations department. So I'd like to thank everyone who attended this AGM live and was able to observe it. I'd like to thank all the different parties who were essential for making it happen. And thank you very much from me and from everyone at the company. I would like to thank everyone from Verde, who worked to make this AGM this year as well. Thank you very much. I hope to see you all very soon. Bye-bye.