Verde AgriTech Limited (NPK) Earnings Call Transcript & Summary

Ladies and gentleman, [indiscernible] it's been 50 minutes now since we've been waiting for the TSX representative. Just so you all understand, as part of holding an AGM, one of the participants in the AGM is a scrutineer. We've been hiring the Toronto Stock Exchange as scrutineer for several years. Last year, something similar happened, the representative for TSX was late as well. Unfortunately, the AGM started a bit later. But this time, we -- it's 38 minutes, we're supposed to convene 10 minutes before they started, so my apologies, everyone else has been ready here to start presenting this AGM. What I will suggest we do, while Louise, our Investor Relations Manager, helps the representative from TSX to click on a link from Zoom and join the call. We will start with the presentation, which I was looking forward to giving this presentation at the end of the AGM. So I will just start it now. We can take questions, we can give a bit of an update on the most recent developments, share a little bit what we're seeing in Brazil, the current mood for the agriculture space. And then once they've been able to click on the link, and join the Zoom call, we shall have the scrutineer, and then we shall carry the formal part of our AGM. Unless, of course, our Company Secretary in Singapore, objects to that or a Board member or anyone objects to us inverting the agenda and starting the presentation, if not...

No objections.

No reservations? Okay. Thank you very much. I shall then start sharing my screen. For those of you who have been following the company for a long time, there won't be much novelty on the presentation on what we're going to be talking about. I presume everyone can see my screen now?

Yes.

And then as you have questions throughout the presentation, if you write your questions on the Q&A option, I shall answer them at the end. The version, which you might be watching this on YouTube, might be inverted so we might or might not, whatever is easier, but perhaps even for YouTube, we can start with the version that will get uploaded, I think it will be quick and easier for us just to upload as it is. So if you're watching at the YouTube, you've saved yourself 40 minutes by not having to wait for the TSX representative to join the call. As I begin the presentation, I would like to remind you that our presentation contains forward-looking statements and actual results might differ as well as I encourage everyone always and have always done so to read in detail all the disclaimers. Let's go back to basics, okay? Why are we so excited about the company? Why are we looking to carry on growing the business, why we believe what we are doing here is very unique? First, this isn't a purely commodity type of investment or company or project. What we've developed over the years is a truly premium product, what we've developed over the years are several different technologies that have created a whole product line and we are very gladly seeing our customers witnessing significant improvements in yields, significant improvement in their soil health and that can be seen on the several reports we have uploaded on our YouTube over the years. Number two. It's not just Brazil, it's not just about Brazil, we're exporting the product to China, we're exporting the product to the U.S. We have thousands of customers abroad, it's quite exciting to look at over 200 reviews of our product on Amazon in the U.S. alone. So it makes all of us feel good. Number three, carbon capture technology, we're working really hard on that. Scientists are equally working really hard on that. It's a very promising technology. Throughout the presentation, we're going to be a little bit talking about it a bit of an update. But it's exciting and the fact that the application, the deployment of Rock to permanently capture carbon is a big differentiation in comparison to other ways people have been trying to remove carbon. Number four, carbon avoidance. It's not just about removing carbon, we need to look at ways to reduce our own carbon footprint. Every industry needs to do the same, every customer, everyone needs to do the same. How can we change our routine, how we change, how we -- what we buy, what we wear in a way that we start reducing the impact we have in the world. And it's very exciting to see how much CO2 can be reduced when farmers simply switch from potassium chloride to our product. Number five, at the end of the day, when you're talking about agriculture, it's all about location, and we're very lucky to be in a phenomenal neighborhood in phenomenal town of [indiscernible] in the great state of Minas Gerais, where I was very lucky to be born in Brazil and adjacent to a significant amount of acreage for agriculture, definitely one of the biggest agricultural areas in the whole world just in [ outdoors ]. Number six, equally exciting. There's no need for us to raise money. There's no need for us to make any further capital expenditure for a production capacity of up to 3 million tonnes per year. It's all done, it's all built, it's all operational, we can carry on this business up to 3 million tonnes per year without raising new money. And you can look at the PFS, you can look at the presentation, we can add this slide on that, but you can see how significant is the cash flow that gets generated from 3 million tonnes per year operation alone. Finally, it's scalable. We don't stop at 3 million tonnes. We paid our way to 3 million tonnes. But certainly, it can carry on and it should go on because as I like to talk to our collaborators, as I like to talk to our social partners, as I like to our stakeholders, we don't have the option not to accelerate the deployment of our Rock to agricultural land. We have the obligation. We have to do that. We must do it. We must do it as fast as possible, given all the benefits we generate to the world, all the way from increasing the nutritional density of the food we grow because our products have [ 60-70 ] trace elements all the way to capturing carbon, reducing carbon footprint. And that's why we are trying to move this forward as fast as possible. Let me stop here and make sure -- because I can't see you, Felipe, can you confirm if the camera is on, if you guys can see me in the presentation?

Not now, Cristiano, Let me see. It was a few minutes ago. I can see only [ Lorraine ].

So let's start here. I'm going to start with Zoom in here because Zoom is a little bit different.

Yes, I can see you now. Yes.

It's a little bit different to Zoom. As I shared the screen...

Not anymore.

Yes. It seems like, as I share this screen in Zoom, it stops with the camera itself, unless I come here. And what you can do is that if you -- there's a way you can right click on me and then you make it so the camera stays on for me all the time. But in the meantime, I should go back to the presentation and I'm sure most of you have seen me enough times so you don't care too much about seeing me throughout the presentation itself. Product, again, here in this presentation, we still -- with, K Forte, a phenomenal source of potassium, manganese, silicon, magnesium. Ideally, engineered for Brazil tropical agriculture because you don't lose nutrients out of the heavy rains you have in Brazil. There is no salinity. So we are making soil healthier and those are the nutrients, manganese, magnesium and silicon, together, they're also very important for crop growth. When you compare that against the conventional commodity, you can see the benefits, I have highlighted, ours is the proof of organic agriculture. I would highlight that ours has a significant lower salinity index. And above all, the presence of silicon is proven to make crops more resistant against pests and diseases. The other product we launched, BAKS, which is a combination of sulfur. It's a combination of phosphate and provides a more comprehensive nutritional solution for farmers, it resolves some problems farmers have, for example, when they apply granulated sulfur as a source of sulfur, granulated sulfur that is very concentrated. So it's about 90% S. So when you spread a product like that to your farm, you will end up with a number of patches where there isn't enough sulfur and a number of patches where there's too much sulfur. So you see that compromises some yields. In our product because we have this massive surface area and phenomenal distribution, it won't happen. Another advantage with 3D Alliance is the uniformity of your application. Usually, when you apply highly concentrated NPK fertilizers as a source of micronutrients, you end up with irregular distribution and the problem with micronutrients such as boron, zinc, copper is that crops need a very small amount. So if you apply too much, you create something called [ phytotoxicity ], which is a toxicity caused by the nutrients by this element to the plant itself. So instead of increasing yields, you're actually going to lose a lot of yields. And this is just natural consequence of applying highly concentrated NPK fertilizers. In our case, because it's less concentrated because we can process with the technology. So the particle sizes are all very uniform and very similar densities, you end up having a phenomenal distribution. I will stop here where we have all the different technologies. And this is perhaps if you want to share this presentation or if you're watching this presentation, if you want to call in this presentation, I think this is an important update. Let me go back to the Zoom itself for this [ slide ] of the presentation. So you guys can have a -- so hopefully I'm back in the camera now?

Yes.

Okay. So we've just spoken about all these phenomenal technologies that -- for you who have followed the story for a long time, you've heard this before, you've seen this before. And what we're doing this year, which is different to what we have done in the past is that our sales team that we've been building in the last 6 months is really experienced in selling that type of product. Not over the phone, which was the way we historically sold our products but it's very experienced in selling this type of product in the field. So it's every experienced in going to the farmers who are open to innovation, know who they are. They are very experienced in how to conduct those discussions, very experienced in presenting our scientific results. Very experienced in sharing results from some of other farmers who were very successful with our products, with our technologies. And then as part of this conversation, setting up test, selling the product commercially, but with a view that it will be followed up. So selling for a smaller percentage of the farm, those technologies with the high value added. And then by going on that way following it throughout the growth cycle, making the measurements and helping the farmer and most of our farmers are very large, see all the upside, all the benefits, which at the moment, we have several reports on YouTube, several people see it, but we were failing to probably help each one of our prospective customers, even existing customers to fully see the potential. So this is something I'm very excited about. In the history of the company, we've never ever had a sales team as strong, as prepared, as experienced as focused as we do now. And for that, I'm excited. Recognizing though, it is a difficult year for agriculture. It is a very difficult year for farmers for a number of reasons you're all aware of, we are following, you can see in the news, you can see on the other company's results. And for that reason, we're excited. I've got a bit distracted because there's a lot of messages popping up here about this TSX representative, [ who is essentially going to ] click on the link. But let's go back to the presentation. At least, I don't see the messages popping up here on my screen, I can focus more on talking to you guys. By all means, if you have any questions write down at the end. And if you are watching it on YouTube just equally send a message to us and we will be responding. Reserves and resources. It's over 3 billion tons of National Instrument 43-101 fully compliant mineral resources. Enough, of course, to make Brazil self-sufficient, enough to transform Brazil's agriculture, but equally impressive enough to potentially capture an enormous amount of carbon, transforming the company potentially into one of the largest carbon capture projects globally. This is a snapshot of our pre-feasibility study, looking at the supply of [ potassium ] alone as well as the supply of our products combined with other nutrients. So the snapshot which we have here, it needs updating here, and we're going to be moving this further down the presentation. But is the potential value which would potentially be developed and it's a big number. And it's something which most of us in the company as well, don't forget on an ongoing basis, despite of all the risks and the amount of work that will be required to be deployed to getting there, but it's very unique that it is a mineral asset. It's a project and ongoing that can get to that sort of size. The focus, though, and I prefer to leave this slide here, while I talk about what our true focus is, which is getting to the capacity -- to the production capacity of existing plants, which at 3 million tonnes can generate an enormous amount of EBITDA as well and it will and shall remain our focus for now, which is good. Transition to the next slide, where we present our production plants, which we're very proud of with Plant 1, the very first one we built. We look at the photo now and it's much bigger than when it began when it was a simple small line and which allowed us to grow, allowed us to operate for several years, fully sold out. And then ultimately, Plant 2, which from this photo, seems to be smaller than Plant 1. But in reality, it can produce 6x more products than Plant 1, where we made a significant investment, not just in plant itself, but also in the whole infrastructure required to support this facility with pavement of over 20 kilometers, construction of bridge and then our bio-production plant, which allows us to multiply microorganisms. R&D, we have our own microbiology lab, we have our mineralogy lab. We carry on doing several agronomic tests. As I've mentioned in our results call from the Q1, we received several results, consistent results, very exciting results from an agronomic perspective, a lot of interesting conclusions, and we show the press release in some of those in the coming weeks as well. A little bit on the carbon and perhaps here on the carbon, I will give a little bit of an update on what's going on. But before just a quick distinction between how we have a positive impact. One impact is on avoidance. The other impact is on removal. Avoidance is when you allow your customer to reduce his or her own footprint. On removal, it's different, it's one -- as a consequence of the deployment of the product, it does something that will actively be capturing carbon. So on avoidance, the carbon footprint of our potassium delivered to a farm in most of Brazil is significantly lower than the carbon footprint of potassium chloride delivered to that farm. Because it's so much lower, we allow our customer, be it a very large soybean grower, be it a very large supplier to Nestle or any of the other, ADM or Bunge or Cargill or even when you look at cotton, Brazil is one of the world's largest exporter of cotton, even like the clothes you're wearing, all of that whenever they switch from KCl to our product, we can be reducing their carbon footprint, which is something very relevant. Then about carbon removal. Carbon removal, once you apply our product to soil, some scientists from the U.K. showed to us that it can capture carbon in the process of weathering. We've discussed that several times. As a science, it has been evolving for over 20 years. However, more recently, a lot of buyers of carbon credits entered into this space and started signing big checks to buy carbon credits from ERW companies. When I talk about those ERW companies, those are usually start-ups like the ones you're seeing there with a lot of very smart scientists who decided to leave the universities where they were working on in research, be it at Stanford that has a group on it, be it Yale, be it Sheffield in the U.K., Newcastle. So those scientists they left as academics, raised private money, hired a number of scientists and they're working with the science of validating it all and creating the sort of regulatory structure, scientific framework required for you to start issuing carbon credits at significant scale. And they've been doing an amazing job in a very, very -- we're very impressed about all of their work. When it comes to Verde AgriTech as an operating company focused on agriculture, we're still learning a lot from them. We're still learning a lot from the scientists we have engaged and we are following the industry which has been changing over the last few months. A lot of the questions some scientists had are being answered, some of it questions are presented to [indiscernible] ERW sector and the buyers are supporting it, the buyers are supporting it to create this framework. The work we are doing with WayCarbon has been very helpful. WayCarbon has been doing a phenomenal job helping us to package the product -- the project in a way that it can indeed issue carbon credits. It's very different to how one would approach it just from a business perspective like us, but they have been invaluable in that regard as well as creating a number of other connections for us and relationships. I am excited about the development. I am excited about some recent developments we had in the carbon front, which could potentially further accelerate it at scale, WayCarbon is equally excited about it. But as with every new science, with all the uncertainties and of course, there's this [ double ] challenge ahead. But I think -- and especially more recently, I think we found a very relevant way to navigate all that. So I expect to have some sort of news in the second half of the year and hopefully, good news in moving this forward. I think to wrap up the presentation and then start taking questions. I think it's really not the best market. Let me switch this off here. I was hoping I was going to come back here to Zoom, and I was going to see the representative for TMX has joined, but unfortunately, TSX hasn't been able to connect to a Zoom call yet. Let me finish this bit here and answer any questions, and then we stop here and understand what's going on with TMX again. But wrapping up. It's not the first time I go through a very difficult market with the [indiscernible]. I was unlucky that when I started the company, right after -- while starting in '05, right after the IPO in '07 was very unlucky that we had the global financial crisis. And remember how it felt running a company, exploration company at that time, talking to people, talking to investors, looking at the capital market share price activities, remember how it felt. Then we had the meltdown of the potash space around 2012, which happened a little bit earlier than when TSX and Natural Resource stock started declining. And I equally remember, there was one day when like over $40 billion of valuation was written off all the fertilizer stock and then immediately after you had this massive disaster for TSX, I remember talking to people, hearing people that was back in 2012. A few years later, I equally remember how it felt going through the massive recession in Brazil with the Dilma Rousseff government and aggravating what was a natural resources, terrible market, agricultural terrible market. And I remember talking to [indiscernible] how it used to feel. Likewise, I remember the good times, I remember '10, I remember '12, I remember '22 and I remember the transition to those good times. And lots of people, they ask me how they feel, where are you? If you have to trust your intuition, where are we at this point in the cycle? And I start answering this question by saying, well, whenever you think about intuition, you must first read the brilliant paper, which was written several decades ago by Amos Tversky and Daniel Kahneman where they lay out when you should and when you should not rely on your or someone else's intuition. So please read that. Please read the disclaimer, but I'm happy to share that. My gut tells me that from a market perspective, the worst is behind us, the worst is behind us. And I start seeing similar patterns to what was before when the market was starting to recover again propping up. And I think that's the stage we are now. I think the worse is behind us. I think we start seeing reasons to start getting excited. And the big question, which is one I definitely cannot answer is how long is this transition going to take? And how are you going to benefit from that? That's an answer I don't have. And because I don't have the answer, what I do is to plan for the worse and then hope for the best. In terms of planning for the worse here, it's really assuming potash prices will stay as low as they are, fertilizer prices in general will stay as low as they are. Agricultural commodity prices will stay equally challenging and make sure the company, the structure of the company, employees and everything is prepared for the worst. However, we work to make sure that we are building the foundation and we're trying to even gain share in grain growth and explore our strengths. So when things start to recover, we shall fully benefit from that. And when asked the question, what are two of those key elements you're working on or you are focused on? The first one is the team sales strategy. So as I have already mentioned, it's so exciting to see the sort of people we now have in the company versus what we had before in a different context, it's so encouraging. It's, as was described to me by some of our customers, it's like a new company. It's a new company in so many ways. And that makes me very excited. That's something we're going to carry on working and improving and focusing on. The other one is, of course, carbon, carbon capture, carbon avoidance. There's no doubt the world is changed, there's no doubt the world will carry on changing. One of our -- well, both of our new directors who I will welcome very soon after the AGM, but we're very excited. Both of those directors have a strong background, not only on agriculture, but equally on carbon and [ change of world ]. So I'm sure we should host an event, whether they can introduce themselves as well to you, the shareholders, all the stakeholders. But giving a little bit of a spoiler, for example, Marcelo, he was director of the largest agricultural organization in Brazil from soybean growers, which is the main crop. He's a farmer himself as well, and now he heads the cotton exporter consortium, which gathers the biggest agricultural companies in Brazil, which produce usually cotton and soybeans. And what he was telling me is how, in a few years, in two, three years, every cloth you buy in the European Union will come with a label stating what was the carbon footprint for that T-Shirt and how the industry is already preparing for that and everyone is looking at their life cycle analysis how much carbon footprint they issue. The other very interesting aspect when we start looking at carbon footprint and when we start looking at companies trying to find out how they can reduce that they start comparing inputs by input and not just your use input, not just the price input, but there's another element. And then I start thinking, okay? So if you're a customer, you're now having the option to compare carbon footprint by just price for similar clothes, how soon is it going to be until you want to make the same comparison for everything we eat? How soon are you going to compare a Starbucks coffee with a Costa or Peet's or whatever coffee look in this carbon footprint he is X, this is Y. How soon Unilever and all the big food companies in the world, how soon it will just become natural for them the same way they report on sugar, carbohydrates, sweeteners. How soon is it going to be they are going to have like a little disclosure on carbon. I think that will happen sooner that we believe. And I think that will be another massive trigger that we won't see growing food with the lower -- with the lowest, with a smaller carbon footprint as a niche. We want to see growing food with a smaller carbon footprint as a benefit as the exception. I think, very soon this will become the norm and very soon, whenever any of those giant companies were sourcing their yields, they're going to be -- their raw materials, they're going to have a balance sheet of how much they can afford from a carbon perspective. So you're going to be telling farmers. Look, you want to supply to me? Great, but you need to be able to supply with this sort of carbon emissions. And that's where I think it will be very exciting to be part of the solution, being able to use that as with -- a strong catalyst for change in overall adoption, not simply because of all the phenomenal science, all the phenomenal results, all the phenomenal competitiveness of our products and technologies, but equally because it becomes a requirement, if you want to export food to those big groups. So I think that's something we are preparing and can be a major trigger for growth at some point. The other one is, of course, removals. So it's a new science, we're working with a lot of scientists, there's a lot of measurement. There's a lot going on. This is a learning curve not just for us but for everyone in the space. And in that aspect as well, we can have potentially a subsidy out of carbon credits we can have potentially a subsidy that will allow us to make our product even more competitive towards -- to farmers than conventional fertilizers. You can think about the scenario where potentially the farmer would have within a certain region of Brazil, they would have access to [ free ] products providing they pay for the transportation costs for the product and with the margins, production costs, everything else being funded by carbon credits. So thinking about one of our previous directors who used to say, "Oh, it's great, if you have just the product, the market already buys." I see that potential with carbon credits. So carbon credits in that specific region becomes the commodity that we would sell to a market, funding everything else. It also makes everything which we talk about, everything one can see very exciting. So I feel very similar perhaps to what it was like in 2017, right before I gave my small apartment at the time as a guarantee for borrowing money from Santander to start building Plant 1. And the market was awful, no one cared about fertilizer developments. We knocked on everyone's door, no one wanted to give us money to build the first plant. There was still from the market a lot of uncertainty. But we were there, we were seeing the product. We're seeing the trials. We've seen people excited about what it was. We're talking to the customers. We've seen the market transitioning already towards the different sort of technology, a different sort of product. We see, so we're very excited and we went forward in '17. And then still forward, it took some time for us but that's kind of how we feel at the moment and that is why we're very excited. So I'm happy to be hosting and to be having this sort of presentation in this AGM. I'm excited about it. I'm excited about everything. And it's interesting because at the back of my mind, I'm already thinking like it'll be interesting in the next AGM next year, it'll be interesting to see where we are from all this perspective we spoke. And I certainly hope to be contributing this presentation and I certainly hope that I will be looking back at 2024 presentation and feeling like it's -- again, it was happening. Again, it was beginning to happen. So thank you all for your support. Thank you for your patience. Thank you for your collaboration, always open and appreciate all the feedback we always get from you. And now hopefully, I can't see on the screen here because it seems like TSX has been able to click on a Zoom link to join the call as all of us have been able to do. So I show here from Felipe or Louise, what is going on. And hopefully, we have some sort of solution for hosting today's AGM.

Okay. We are trying one more time. She can log in, in case she can't, the option would be to put her on speaker.

Okay. So you would connect with her, put her on speaker and then we would, of course, we've sent the link for the 50th time to her, Louise, and fingers crossed it won't happen.

Yes.

Okay. So while we wait for this other attempt, let me see if there's any questions. There's no questions, no questions, nothing on the chat. So everyone -- there is no question, how disappointing is that from you guys listening to this presentation. No question. I hope you're there, hanging on. So what I will do then, we'll wait, Felipe. And once you have heard, you can just carry on as the Chairman. You carry on as the Chairman for the meeting and carry out the votes and I shall support you as the director.

Okay.

Do you guys hear Amy? I'm with her here. Amy, say something, please, again?

Hello, can you hear me? Are you able to hear me?

Yes, we are, Amy, thanks, yes, we are able to hear you.

Okay, thank you. I can hear you as well.

Okay. So I believe we can start, right?

Yes. Let's just wait for [indiscernible]. Yes. We are sorry for the inconvenience, everyone. We want to start our AGM now officially. So first, just a second, please. So good morning and to some, good evening, ladies and gentlemen. My name is Felipe Paolucci, and I am Chief Financial Officer of Verde AgriTech Limited. In accordance with the constitution of the company. Since the company does not have a Chairman or Deputy Chairman, the directors present may elect the Chairman of the General Meeting of the company.

I, Cristiano Veloso, Director of the company, hereby propose that Mr. Felipe Paolucci to act as Chairman of this Annual General Meeting.

Thank you, Cristiano. With the consent of the committee, I will ask Andrew Newbury of DSA Corporate Services to act as Secretary of the meeting. It's now 7:23 a.m. Eastern Daily Time and [ 7:35 ] at Singapore, [indiscernible] that Annual General Meeting of Verde AgriTech now comes to order. With the consent of the meeting, Amy Kam of TSX Trust Company will act as scrutineer of the meeting to report on the shareholders present and the number of shares presented in person and by proxy at this meeting to compute the votes cast by ballot and to report to me on this matters. Prior to the commencement of this meeting, the scrutineer has filled a preliminary report on attendance. The Secretary has confirmed that there is a quorum present and I have asked the scrutineer to deliver her formal report on attendance to me as soon as possible. The notes calling this meeting and the accompanying materials, including the company's management information circular dated on May 14, '24 have been made available to all shareholders of the company and the Secretary of the meeting has provided me proof of service of such material. Additional copies of such material are available at this meeting. Accordingly, the reading of the notes of the meeting will be dispensed with. I will now ask the secretary to read the scrutineer report on attendees on the meeting.

Thank you. According to the scrutineers' report, there are 62 shareholders present in person and represented by management proxies, representing 13,390,860 shares or 25.424% of the total issued and outstanding shares of the company.

I declare that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of the business. I direct that final scrutineer 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 provide a review of the past year and the overview of our corporate strategy and outlook of the current year, and we'll be happy to answer your questions. Cristiano has already presented before and will be happy also to answer questions in the end of this section as well. 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 will call on them at the appropriate time. This will allow for more time for your questions and comments. All items of business raised in this meeting will be voted by poll. I will now explain on the poll voting process. Each voting shareholders is entitled to one vote per share on each item of business being considered at the meeting. Voting on the formal items of business will be conducted by poll. If any registered shareholder or proxy holder present has not already registered their attendance with TSX Trust Company. Please raise your hand or do so now. I will then provide you with polling paper. Only registered shareholders and their duly appointed proxy holders will be permitted to vote in person at today's meeting. If you already voted in advance of the meeting and do not wish to change our vote, then you do not need to do anything. The votes of all shareholders who have deposited proxies and voting instruction forms with management representatives will be kept per the instructions of shareholders by the person designated on the proxy and voting instructions forms or where no choice is specified for each of the resolutions to be dealt with at today's meeting. Financial statements. The first item of business relates to the ordinary resolution to receive and adopt the audited consolidated financial statements audited by Ernst & Young Auditores Independentes S/S Ltda and the audited consolidated financial statements audited by Ernst & Young LLP together the financial statements of the company for the financial year end December 31, '23, copies of which have been provided to the shareholders of the company. It is not proposed for this to be read at the meeting. Appointment of Director, Hannah Oh. The next item relates to the appointment of Ms. Hannah Oh as an independent director...

Felipe, you skipped a bit. So I will propose that the audited consolidated financial statements -- unless the scrutineer says we don't need to do this formal bit.

You don't need, Cristiano, as I said before.

So we're not going to be [indiscernible] vote? We're just going to report on the scrutineer votes this time? Okay, that's fine.

Yes. This is not to be voted. The second, the appointment of Hannah Oh. Then let's just begin again. The next item relates to the appointment of Ms. Hannah Oh as an independent director. Upon Ms. Hannah Oh appointment as independent director of the company, she will also be appointed as a member of Corporate Governance, Nominating Committee, Audit Committee and Compensation Committee. I would ask Cristiano Veloso to propose a motion to appoint Ms. Hannah Oh as an independent director of the company.

I propose that Ms. Hannah Oh be and is hereby appointed as an independent 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.

The result of this motion will be tabulated and announced after we have gone through all the motions. We shall proceed to the next item, appointment of director, Marcelo Duarte. The next item relates to the appointment of Marcelo Duarte as independent director. This item will not be put to vote, as Mr. Marcelo Duarte, who holds a working visa in Singapore would need time to obtain consent from Singapore Ministry of Manpower, before he may take up a directorship position in this company.

So the idea here -- so just to clarify to shareholders, Marcelo, he's a resident in Singapore. This -- one of the organizations he represents has an office there. His visa is connected to his other organization. And according to the Singaporean regulations, even to join a company in a nonexecutive capacity, he still needs an approval by the government which was filed several weeks ago and is still pending, unfortunately. So I just presume that suffers from heavy bureaucracy supposedly. And as soon as we get this result, we shall appoint him in a Board's meeting, and we're looking forward to having Marcelo the same way we're very excited about Hannah, who is joining as well and has a phenomenal background on agriculture, having worked with some multinational companies on marketing, product development, but also more recently, she's been working on carbon removal as well and has been having a very interesting experience, has been very useful and will be very important for us as well as we grow. So Mr. Chairman, please carry on with the meeting.

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

I propose that myself be and hereby reelected as a director of the company's to hold office until the next annual General meeting of the company or any adjournment thereof or until my successor is elected or appointed.

The results of this motion will be tabulated in an announcement after we have gone through all the motions. We shall proceed to the next item, reelection of Director Renato Gomes. The next item relates to the ordinary resolution on the reelection of Mr. Renato Gomes as a director of the company, who is retiring, pursuant of the company's constitution and being eligible, has offered himself for reelection. I'll ask Cristiano Veloso to propose a motion to reelect Renato Gomes for the ensuing term.

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

The result of the motion will be tabulated and announced after we have gone through all the motions we shall proceed to the next item, the election of director Fernando Prezzotto. The next item relates to the ordinary resolution on the reelection of Mr. Fernando Prezzotto as a director of the company, who is a retiring pursuant to the company's constitution and being eligible, has offered himself for reelection. I would ask Cristiano Veloso to propose a motion to reelect Mr. Fernando Prezzotto for the ensuing year. He will also be appointed as member of the Audit Committee.

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 or the company or any adjournment thereof or until his successor is elected or appointed.

The result of this motion will be tabulated and announced and after we have gone through other motions, we shall proceed to the next item, retirement of Directors, Ms. Luciana de Oliveira Cezar Coelho. The next item is to record the retirement of Ms. Luciana de Oliveira Cezar Coelho, as a director of the company. In accordance with the company constitution, Ms. Luciana de Oliveira Cezar Coelho would retire from the office of the director at the close of this meeting. Ms. Luciana de Oliveira Cezar Coelho had expressed that she did not wish to seek reelection. The board placed on her record its appreciation to Ms. Luciana de Oliveira Cezar Coelho for the contribution to the Board and the company during her tenure of service as a director of the company. Retirement of Director, Ms. Madeleine Lee Suh Shin. The next item is to record the retirement of Ms. Madeleine Lee Suh Shin in accordance with the company's constitution. Ms. Madeleine Lee Suh Shin would retire from the company from the office of director at the close of this meeting. Ms. Madeleine Lee Suh Shin had expressed that she did not wish to seek reelection. The Board placed on record its appreciation to Ms. Madeleine Lee Suh Shin for contribution to the Board and the company during her tenure of service as a director of the company. Directors fees. The next item of business relates to the ordinary resolution to approve the payment of directors' fees of up to CAD [ 16,000 ] in cash compensation for the financial year ending December 31, 2024 to be paid quarterlies in arrears to each independent director and a total of up to 100,000 as stock options to be granted once to each independent director as equity compensation. I would ask Cristiano Veloso to propose a motion to approve the payment of the director's fee.

I propose that the payment of directors fee is worth CAD 16,000 in cash compensation for the financial year ending December 31, '23 to be paid quarterly in arrears to each independent director a total of up to 100,000 as stock options to be granted once to each independent directors equity compensation is hereby approved.

The result of this motion will be tabulated and announced after we have gone through all the motions, we shall proceed to the next item, which is reappointment of auditor. The next item of business relates to the ordinary resolution to reappoint Ernst & Young LLP as the auditors of the company and to authorize the directors to fix the remuneration. Ernst & Young have expressed the willingness to accept to be reappointed as auditor of the company, I would ask Cristiano Veloso to propose a motion appointing the auditors.

I propose that Ernst & Young LLP to be reappointed as auditors of the company 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.

The result of this motion will be tabulated and announced after we have gone through all the motions. We shall now proceed to the next point, issuance of capital. The next item of special business relates to the ordinary resolution to approve the authority of directors to allot and issue shares in the capital of the company pursuant to Section 161 of the Company's Act 1967 of Singapore and as and when they deem necessary in accordance with the provisions of the company's constitution and that such authorities 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 next Annual General meeting of the company is required to be held, whichever is earlier. I'll ask Cristiano Veloso to propose a motion to approve the authority of 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 and as when they deem necessary, in accordance with the provisions of the constitution of the company and that should 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 next annual General Meeting of the company is required to be held, whichever is earlier.

The results of this motion will be tabulated announcement after we have gone through automation, we shall proceeds to the next item, renewal of stock option plan. The next item of special business is to approve the renewal of the stock option plan. If approval of the renewal of stock option plan is obtained at the meeting, the unallocated stock options will be issuable under the plan until June 27, 2027 without obtaining further shareholder approval. If approval is not obtained at the meeting, an unallocated option under the plan as of May 31, '24, will no longer be available for grant and previously granted options will not be available for reallocation if they are canceled or forfeit prior to exercise. The company will not grant any options after the May 31, '24 until unallocated options have been approved by shareholders. I'll ask Cristiano Veloso to propose a motion to approve the unallocated stock options pursuant to the company's stock option plan.

I propose that, a, all unallocated options issuable pursuant to the company's stock option plan as it may be amended from time to time, be and hereby approved and authorized. The approval shall remain effective until June 27, 2027, and b, any director of the company is hereby authorized do all such acts and things and to sign, execute and deliver all documents, agreements and statements as such director [indiscernible] at their discretion [indiscernible] necessary to fully effect and carry out the provisions of the foregoing resolution.

The scrutineer has informed me with the results of the poll. I shall now read out the poll voting results. Appointment of Hannah Oh, as Independent Director have votes for 11,326,125, which is 95.8%. Votes withheld, 253,604, 2.19%. Reelection of Cristiano Veloso as Director, Votes for 11,326,693, which is like 97.8%. Votes withheld 253,036 which is 2.18%. Reelection of Renato Gomes as director. Votes for 11,352,949, 98.0%. Votes withheld 226,780, which is 1.95%. The reelection of Fernando Prezzotto as director. Votes for 11,355,837, which is 98%. Votes withheld, 223,892, which is 1.9%. Director's remuneration for the financial year ending 31 December '24, votes for [ 10,956,312 ] which is 94.6% and votes against 623,417, which is 5.38%. Reappointment of Ernst & Young as auditor of the company. Votes for 13,307,645, which is 99.37%. And votes withheld 83,215, which is 0.6%. Authority of Directors to allot and issue shares in the capital of the company. Votes for 11,004,320, which is 95% and votes against 575,409, which is 4.9%. And the last item, which is renewal of stock option plan, votes for 10,625,596, which is 91.7% and votes against 954,133 which 8.2%. I declare the resolutions approved and carried. Is there any further business to be brought before the meeting? So that concludes the formal business of this annual general meeting of shareholders. The secretary will propose the final resolution.

Mr. Chairman, I propose that the meeting be terminated.

I declare the motion carried and the formal portion of the meeting terminated. I will now pass to Cristiano to take the Q&A section.

Thank you very much. There hasn't been any questions sent. I presume, people are waiting for the next quarter results to ask lots of questions or if anyone wants to reach out directly to the company, please feel free to do so. I would like to apologize again for being so late starting the presentation and look forward to talking to you very soon in our next results. Thank you very much. Have a good day. Bye-bye.