Acerinox, S.A. (ACX) Earnings Call Transcript & Summary

April 22, 2024

Bolsa de Madrid ES Materials Metals and Mining shareholder_meeting 99 min

Earnings Call Speaker Segments

Carlos Arias-Paz

executive
#1

Good morning, ladies and gentlemen, shareholders. On behalf of the Board of Directors that I have the honor of chairing and on my own behalf, I would like to thank you for attending both physically or online, and I welcome you to the Ordinary General Shareholders Meeting of Acerinox. This meeting is being broadcast live so that anyone interested can follow it anywhere in the world. Next, and in accordance with the provisions of the Acerinox General Shareholders' Meeting Regulations, I will first verify compliance with the legal and statutory requirements for the valid constitution of the General Shareholders Meeting, and I will, therefore, give the floor to the Secretary of the Board of Directors.

Unknown Executive

executive
#2

Thank you, Mr. President. Good morning, ladies and gentlemen, shareholders. As the Chairman of this General Meeting has stated, it is up to us to check that the legal statutory requirements for the valid constitution of the general meeting have been met. This general meeting is held on second notice as an ordinary meeting. And in accordance with Article 15 of the Articles of Association and Article 10 of the regulations of the general meeting and is chaired by the Chairman of the Board of Directors of the company, Mr. Carlos Ortega Arias-Paz, assisted by the Secretary of the Board of Directors, and the presiding Board is composed of the Chairman, and the Secretary of the meeting, Managing Director, Mr. Bernardo Velazquez Herreros and the directors that I will quote in alphabetic order. Ms. Rosa Maria Garcia Garcia Pineiro, Mr. Francisco Javier Garcia Sanz, Ms. Laura Gonzalez-Molero, Mr. Tomas Hevia Armengol, Ms. Leticia Iglesias Herraiz, Mr. George Donald Johnston, Ms. Marta Martinez Alonso, Mr. Santos Martinez-Conde Gutierrez-Barquin and Mr. Pedro Sainz de Baranda Riva. The above directors are present in this general shareholders meeting and are all present in this room. The notice to this General Shareholders Meeting was resolved by the Board of Directors at this meeting held on the 12th of March 2024. And the notice of the meeting was published on the 14th of March 2024 on the website of the Spanish Securities and Exchange Commission, the CNMV, by means of a notice of all the relevant information and in the Central Company's Registry Bulletin, [indiscernible]. Can you see us well now. Wonderful. I imagine you don't need me to repeat everything that I mentioned so far. Also, it's been published in the newspaper, Expansion, and on the company's website. The agenda of the meeting is the one included in the [indiscernible] meeting and since it's quite long and known to you all, it is considered to be read. Documentation related to this general shareholders' meeting has been made available to all shareholders at the registered office and on the company's website without interruption from the time of publication of the notice. Of course, in accordance with the provisions of Article 519 of the Capital Companies Act, and Article 5 of the relations of the general meeting. Shareholders have also been able to request that the documentation be sent free of charge under the terms provided by law. It is hereby stated for the record that known supplements to the notice of this Ordinary General Shareholders' Meeting or alternative proposed resolutions to those approved by the Board of Directors in relation to the items on the agenda have been submitted by the shareholders in accordance with the Capital Companies Act. The Board of Directors in accordance with the provisions of Article 203 of the Capital Companies Act and Article 10.3 of the regulations of the general meeting has agreed to request the presence of the Notary Public of the Madrid Notarial Association, Ms. [indiscernible], who is present in the room to take minutes of this general meeting. Now on behalf of the Chairman, I would like to report on the provisional attendance figures for the purpose of verifying the valid constitution of this general meeting. In the absence of all attendance cards being counted, we have sufficient professional quorum to begin this general shareholders' meeting. We have present in person and online, 476 shareholders owning 20,015,000 shares equaling 8.21% of the share capital. Represented in this General Shareholders' Meeting, we have 1,315 owning 125,149,874 shares, which equals 50.193% of the share capital. In accordance to it, the present are represented capital with voting rights. It's EUR 36,291,321.25 represented by 145,165,317 shares, which amounts to 58.221% of the share capital. In accordance with that, the professional quorum of attendance complies with requirements of Articles 13 of the Articles of [indiscernible] of the regulations of the general meeting and 193 and 194 of the Capital Companies Act for the valid constitution of the General Meeting of Shareholders on the second call. Anyway, the final attendance data will be provided before reading the notice and the different agreements or different aspects that will be agreed upon -- that shall be put to agreement to this general shareholders' meeting. In view of the fact that by virtue of the information provided by the secretary, sufficient representation of the share capital is present and I declare this general meeting validly constituted on second call to discuss and resolve on all the items of the agenda submitted to vote. In accordance with the provisions of the regulations of the commercial registry, the notary will now ask the meeting whether there are any reservations or protests regarding the statements on the number of shareholders present and the capital in attendance.

Unknown Executive

executive
#3

In compliance with the provisions of Article 101 of the regulations of the commercial registry, and 11.3 of the regulations of the general meeting of General Shareholders Meeting, I hereby declare that I have been requested to attend this General Meeting of Shareholders and to take minutes of the meeting. [indiscernible] the capacity of the requester and verified that the meeting has been convened in accordance with the legal and statutory requirements. It [indiscernible] me to ask, were there any shareholders wishes to make any reservation of protests on the statements regarding the number of shareholders present and the share capital present. Thank you, Ms. Secretary. I now give the floor to the Secretary.

Unknown Executive

executive
#4

In accordance with the provisions of the regulations of the general meeting, shareholders or their proxies who are attending online and wish to speak and request information or clarification on any items on the agenda, on the information accessible to the public that the company has provided to the CNMV, the Spanish Securities and Exchange Commission, since the last general meeting, and on the auditor's report or make proposals in legally permitted cases, they have been able to do so today through the online attendance platforms set up on the website from their connection until 11:45 a.m. today. Likewise, if there are any shareholders or proxy holders present in the auditorium who wish to take the floor, they may request to do so from this moment until the speaking time begins by going to the right-hand side of the auditorium that I'm pointing out where the lectern is located. To do so, please provide your full name to the support staff with your national identity card indicating the number of shares that you hold and whether you are the holder of the shares or whether you're acting as a proxy. In addition, if any of the shareholders or proxy holders present in the room wish to have their intervention recorded verbatim in the minutes of the general meeting, they must submit it in writing when requesting their turn to speak. I hereby inform you that all interventions made will be answered either verbally during this General Shareholders' Meeting or inviting within 7 days after the General Shareholders' Meeting in compliance with Article 197.2 of the Spanish Companies Act and the relevant regulations of the Board. And on the other hand, it is reminded that given that the proposed resolutions formulated by the Board of Directors have been made available and published on the company's website, the attendees online who wish to cast their vote in relation to any of the resolutions relating to the items on the agenda may go ahead and do so through the link of the online attendance platform that has been set up for this purpose on the corporate website until after reading the summary of the proposed resolutions, the Chairman declares that the voting period has ended as stated in the announcement of the call to meeting. [indiscernible] Why is President, those [indiscernible] -- in turn, those shareholders and proxies present in the room who wish to vote against or abstain from voting on any of the proposals on the agenda may do so as of this moment at the table of the notary, duly identifying themselves and indicating their status as shareholders or proxies for the record in the minutes. Now we will give the floor to Mr. Carlos Ortega Arias-Paz, who will speak to us in his capacity as Chairman of the Board of Directors.

Carlos Arias-Paz

executive
#5

Thank you very much. Good morning once again, ladies and gentlemen, shareholders, to all of you present in Madrid and to those of you who are joining us live online from anywhere in the world. Welcome once again to this Acerinox General Shareholders' Meeting for the financial year 2023. My sincere thanks for your attention and attendance. It is an honor to address you all as I complete my first full term as Chairman of Acerinox with deep satisfaction and gratitude for the trust that you have placed in me. As you can imagine, the sense of responsibility is immense, as is the pride of being part of this group and its unique history. Throughout this period, I have worked hard to drive forward our company's strategy, and I will continue to focus all my efforts in this direction. From the outset, I have pursued with determination our firm purpose to position ourselves as the world leader in the supply of stainless steel and high-performance alloys, thereby driving circular economy on a global scale. This commitment is part of our strategy to expand Acerinox' offer with solutions of greater added value, always based on operational excellence and sustainability, 2 of the fundamental pillars of our company. At all times, I have maintained our mission and vision, which is to create the most suitable materials for every need with a view to a more efficient future and to contribute to the progress of the sustainable society, generating maximum value for all our stakeholders. Those of us who dedicate our efforts, ideas and enthusiasm to Acerinox are aware that our group faces numerous challenges as well as complex and interconnected risks in a changing and convulsed world. However, we firmly believe that disruptions in supply chains, increasing regionalization and the revival of the concept of strategic autonomy will open the door to a new economic order that will reestablish the essential role of our industry in both Europe as well as in the U.S. This new economic paradigm will bring new favorable possibilities for our business. And you can be confident that we will not miss out on this opportunity for which we have been preparing for so many years. In managing these complex circumstances and in the context of almost permanent instability, we have faced [indiscernible] challenging year 2023, [indiscernible] there is uncertainty arising from geopolitical environment and the conflict in Ukraine has been aggravated by the situation in the Middle East. Towards the end of this year, the events in the Red Sea with ongoing attacks on cargo ships, disruptive maritime trade and diverted cargo flows from the Suez Canal to longer and more costly alternative routes. In such an adverse geopolitical and macroeconomic scenario, we can be satisfied for having presented in the 2023 financial year, good results that show the resilience of the company even in low cycles. Acerinox ended the year with a turnover of EUR 6.6 billion, a net result of EUR 228 million -- net result of EUR 228 million and EBITDA of EUR 703 million, the fourth best in our history, consolidating a new threshold of profitability with a margin on sales of 11%. As I said, 2023 was a challenging but positive year for the group. We have to face up to difficult market circumstances in Europe with consumption and prices have been heavily affected by the geopolitical situation and pressure from Chinese overproduction as well as stock levels and cost inflation, which challenged us once again and this resulted in a great increase in imports in the stainless steel sector, making prices to go down to levels that are minimum in our history. And this has been a great impact for the group's operations to 2033. And we had to take responsibility for a change of model of our production and distribution centers, reflected on the entire chain in the sector of stainless steel. Nonetheless, the high-performance alloy industry behaved extraordinarily and VDM achieved the best result in its history. In an environment of sharply falling demand, the results reflected the success of our strategy focusing on improving exposure to higher value-added solutions driven by the successful acquisition of VDM Metals in Germany 2020. We have renewed our commitment to the Special Alloys division. We are already a world leader in this sector. And we have renewed this commitment, again, with an additional investment of EUR 67 million already approved in this year 2024. As we all know, Acerinox is a Spanish company, but is more and more American and global. Half of our sales and profit come from the United States. During the first months of this year, we wanted to strengthen our global leadership in high-performance alloys with a new strategic move. The takeover bid for Haynes International, a leading U.S. company in the development, manufacturing and marketing of technologically advanced high-performance alloys and with a significant exposure to a sector as strategic as aerospace. Haynes will bring complementary business lines, research and development capabilities and a high experienced team to our group. This addition to Acerinox will strengthen our global position in high-performance alloys and will create significant opportunities in the attractive aerospace segment with strong growth and development in the U.S. market. The Haynes acquisition offer is a significant milestone for Acerinox and therefore, it is one of the largest corporate operations that we've carried out, and it is a decisive step generating added value by combining complementary businesses and strengthening our operation capabilities. In an industry where options are limited, Haynes clearly represents the best fit for us -- the most complementary company and the best fit with our strategy. The addition of Haynes, North American Stainless and VDM provides a strong platform to accelerate our growth in the North American high-performance alloy and specialty stainless steel market. Our subsidiary in the U.S., NAS will make the purchase entirely in cash, for which it already has the unanimous approval of the Board of Directors of Haynes and Acerinox. The transaction valued at EUR 970 million, including -- that will be sealed by the acquisition of all outstanding Haynes' shares for $61 per share in cash, representing a volume for all of the company's securities of $798 million, which represents 22% premium to Haynes' weighted average share price over the last 6 months. This transaction was approved last week on Wednesday in the extraordinary meeting of Haynes' shareholders with a large majority, and it already has the authority' approval, the Antitrust Authority's approval. It's now still pending further approvals. Following the acquisition, the group will reinvest $200 million over the next 4 years in new joint ventures in North America and enhance our exposure to high added value solutions and high-performance sectors. With this, we are hoping to get EUR 61 million in synergies. This is strategic for Acerinox, and it goes in line with our main goals. One is growing more in the United States; second, more alloys, strengthening our leadership around the world in special alloys. And third, more aerospace, increasing our exposure in such an attractive sector as is aerospace. The market has already appreciated positively. Let me briefly mention that throughout 2023, stock markets overcame episodes of high volatility with a turbulent global performance of the main stock market indices. The crisis of some North American regional banks, shock to U.S. and European financial systems once again with the intervention of the Silicon Valley Bank in the U.S. and the collapse of Credit Suisse in Europe. However, the main world stock exchanges ended the year with a strong performance. Despite the increase of the monetary policy and the conflicts existing, most of the companies closed in positive. Gains in the main stock markets were reflected in the EURO STOXX 50 and -- which stood at an increase of 19.2% and the IBEX 35 raising 22.8%, driven in this case by a banking sector that grew almost 30%, benefiting from the rise in interest rates. Closer to the EURO STOXX 50 performance were the German DAX with 20-plus percent. The PSI from Portugal with plus 11% and the CAC from France with an increase of 17%. The North American market, after the strong corrections of the previous year, once again became a support for the world indices laid by the Nasdaq-100. Proof of this is that the last indicator of the main technology stocks closed 2023 with increases of 53.8%, mainly due to the 7 large technology stocks, the so-called Magnificent 7, which rose by 75.7%. Acerinox' shares have not been an exception to these tailwinds that drove the final close of the main stock market indices. Our shares ended 2023 with an increase of 15%. They reached their lowest level on the 23rd of October, closing at EUR 8.8 per share and reached their highest level on 28th of December with EUR 10.7 per share. Our securities performed more favorably than those of our competitors. The average analyst target price at year-end was EUR 13.3 per share, which is a potential increase of 25% compared to the last trading day of 2023. Even so, I remain surprised that the value of our shares does not reflect Acerinox' unrivaled strength. We will persist in our effort to ensure that they will accurately reflect the intrinsic value of the company since we believe that we continue to trade at multiples significantly below that what Acerinox deserves. It's not for nothing that we are the most international company in the stainless steel market. We are the world leading company in the high-performance alloy sector and a prominent leader in the stainless steel market in the U.S. where we have again strengthened our position, thanks to our strategic alliance with Haynes International. I'm personally convinced that this market anomaly that is affecting our share price will eventually be corrected. As good proof of this, for yet another year, we have once again expressed our gratitude for the trust and continued commitment to Acerinox through a solid shareholder remuneration. At this point, let me recall that since our company's IPO in 1986, shareholder remuneration has always been a priority for the group. In 2023, our shareholders received a total of EUR 150 million in dividend coinciding with the [indiscernible] of our shareholder remuneration policy, whereby we established as a general rule 2 annual payments, one in January and one in July, complemented with share buyback programs when the market conditions allow for it. On the 27th of January 2023, we paid our shareholders an interim dividend of EUR 0.30 per share and subject to approval by the General Meeting of Shareholders, another complementary dividend of EUR 0.30 per share. Thus the total dividend paid in 2023 was EUR 0.60 per share, which represents a 20% increase compared to 2022. The Annual Meeting of Shareholders also approved a redemption of almost 10.4 million treasury shares. The Board of Directors meeting on the [indiscernible] 20th December resolved to propose to the Annual Meeting of Shareholders, a total remuneration of EUR 0.62 per share, which represents 3.3% increase versus previous year. I would also like to highlight the intense work carried out by the Board of Directors of Acerinox and its different committees as well as to thank all of our directors for their efforts. Thank you very much. In 2023, the Board of Directors of Acerinox met on 14 occasions, while the total of the sessions held by the different committees amounted to 34 with a total of 48 meetings between the Board and its committees. The proportion of women on the board is 36%, close to 40% following or suggested by the good governance recommendations of the National Securities and Exchange Commission. Among the most significant governance developments as you will recall as the latest General Shareholders' Meeting, Ignacio Martin San Vicente has stepped down as Independent Director since he completed the statutory term for which he was appointed. On the other hand, Pedro Sainz de Baranda was appointed Independent Director for a term of 4 years. Before concluding my speech, I would also like to take this opportunity to reiterate my deepest gratitude to all our professionals. The 8,229 employees, who make up our workforce and who fill and lift this group every day, offering us their effort, dedication, professionalism and dedication. Thank you. Of course, to all of our customers whose loyalty drives us to improve our solutions, our products and services. And to our suppliers who work with us on a daily basis, especially to all of you, our valued shareholders, whose support motivates us to continue working on the growth of our company. On behalf of the entire Acerinox' Board of Directors and myself, once again, thank you. I'm confident that working together with the experience and professionalism of the team, we will successfully overcome the important challenges and difficulties ahead to achieve more ambitious goals and to continue to create value for our stakeholders. The strength of our company as a global reference in stainless steel and high-performance alloys will continue to be built step by step on the sound foundations of our commitment and support for our strategic vision. Your trust and that of each and every one of us who are lucky enough to be part of this ambitious project motivates us to continue working towards a sustainable future with Acerinox continues to grow as a responsible ally that you can always count on. Thank you very much.

Unknown Executive

executive
#6

Now we will listen to Bernardo Velazquez Herreros as the CEO of this company.

Bernardo Velázquez Herreros

executive
#7

Thank you. Good morning, dear shareholders, and thank you for coming to our General Meeting of Shareholders. For yet another year, I have the honor to address you to report and the results obtained by the company in the financial year 2023 and to thank you for the trust placed in the Acerinox' Management team. In the year 2023, our sales decreased by 24% compared to the record year 2022 to EUR 6.6 billion and our EBITDA by 45% to EUR 703 million. And despite of that, we consider it positive and it's the fourth best in our history. In addition, thanks to the strict working capital control, operating cash flow was at EUR 481 million, which allowed us to reduce the net financial debt by EUR 99 million to EUR 341 million, only 0.49x EBITDA. At a low point in the cycle, the improvements made in recent years together with a new strategic situation in the world, which is favoring us and our commitment to more sophisticated and higher-value materials have led to an improvement in the threshold of competitiveness and be one of the first producers around the world on an international level with the clearest and most exciting strategy of all. Our results have been possible thanks to our leading position in the United States as I will explain later on. And to the diversification into more sophisticated materials, a process that we started with the acquisition of VDM Metals in 2020. The latter posted a record profit last year, and this was posted by the demand of our materials for investment in the oil and gas sector, in chemical processing and aerospace sectors. Both the results of this company, which are double those achieved before the acquisition and the success of the integration process demonstrate the wisdom of the operation which opens doors for us to continue investing in this sector and consolidate our position as the manufacturer with the widest range of corrosion-resistant and high-temperature alloys on the international scene. From the most standard stainless steels and even some times of carbon steels to the most exclusive high-performance alloys, both in flat and in long products and with a wide range of dimensions, all these can be found in Acerinox, which is allowing us to become a better prescriber of materials and solutions for the modern and sustainable industry, much beyond than a traditional manufacturer of the stainless steel making. Going back to what happened in 2023, I do not remember in my long history in Acerinox such a negative cycle in the stainless steel sector as the one we experienced. With an apparent consumption falling by 20% in our main markets, the United States and Europe. I would like to emphasize how complex this is for our manufacturing industry, which must quickly adapt its production process to a reduction in demand of this magnitude. To put it at scale, the lockdown because of the COVID pandemic and the consequent paralysis of the economy, something that I have never experienced before, meant a fall in the Spanish GDP of 18% in 2020 and with a fall in the industrial GDP of 24%. Imagine a drop of 20% in annual terms. To analyze how this situation came about, we have to go back almost 3 years ago and recall the commodity's super cycle that started in mid-2020 and that lasted until mid-2022, the so-called whipsaw effect, triggered by the eagerness of all the market players to quickly replenish stocks along the entire supply chain, which have been left empty after the lockdowns at different rates in all world economies. This prompted intense factory activity and a search in produces as well as imports from other markets with a surplus capacity. This process came to an end during the second quarter of 2022 with central banks announcing their intention to take measures to curb inflation, even at the cost of provoking a managed recession, raising interest rates and [indiscernible] calling consumption expectations. From that moment on, stocks at both distributors and processors, which had been considered insufficient to that time for the expected sales volume, became excessive rapidly changing the market dynamics and collapsing new procurement, new purchases and consequently, the output of our mills. In particular, our steel production fell by 11% to 1.95 million tons. We have to go back to 2009 to see these same steel production below 2.95 million tons. These circumstances occurred in practically all the world's markets with the exception of China. The only country that continued to increase its factories' production by 13% despite the situation weighting down the inventory reduction process and causing an unprecedented fall in prices that affected the main Asian markets, but also the European market. Further proof that this country follows different dynamics to those of market economies. World's stainless steel production rose, thanks to China, by 5% to 58.4 million tons -- despite the fact that the other markets were forced to cut back by 6% in the case of Europe, 10% in the case of the U.S. and 7% in the case of South Korea. The sum of production in China plus Chinese manufacturers in Indonesia now account for more than 70% of world production. While the evolution of our main market was very similar to the one described above in terms of sales volume, it was not the same in terms of the price behavior. In the United States, the 25% tariff imposed under Section 232 to protect the American industry together with the preference of the customers for a regular, reliable and close supply allowed us to undertake the stock regularization process without drama and without losing stability. It is a fact that the United States has made a firm commitment to its industry and the measures adopted to this end are proven to be effective. In Europe, on the other hand, safeguard measures, as we have repeatedly stated, are inefficient in falling markets and we were invaded by a flood of imports at very low prices from Asia reaching the lowest level in our history. If we add to this scenario, the high energy costs, the rigidity of the labor market and the over regulation, we can understand why European and Spanish industry are lagging behind versus other major markets. The European Commission should rethink it's rigid defense of the rules established within the World Trade Organization because it is being left alone in this endeavor. This is hampering industrial activity and allowing unfair competition from other countries as they find in our open market, the fertile ground, for exporting their supplies. From Acerinox and from the sectoral associations, we have continuously denounced the disadvantage we have been suffering for years. Let's hope that now when this neglect is spreading downstream to sectors as important as the automotive sector, there will be a deep reflection that would allow us to reverse the current situation of the industry and the loss of investments and jobs and facilitate the long for strategic autonomy. At least the most recent reports point in this direction. And it is clear that the strategic environment is changing. Then Elcano Royal Institute's report published in March 2024, the European economic model in the face of the return of geopolitics diagnoses and proposals for before mentions the following -- and the world before the global financial crisis, the European Union focused on promoting change through trade, fostering geopolitical approachment through economic interdependence. That world transformed by the COVID-19 pandemic, the crisis stemming from Russia's invasion of Ukraine and the growing China-U.S. rivalry no longer exist. In today's geopolitical scenario, interdependence becomes a weapon of choice and concepts of strategic autonomy or economic security emerge and are difficult to the market. If I may, I would like to add a couple of my own thoughts to this report. Firstly, at the beginning of the shift was before the pandemic had originated in the United States when I became aware of its dependence on other countries in terms of supplies and technologies that are strategic together with the loss of industrial jobs linked to it, it was in March 2018 that the U.S. administration decided to impose tariffs of 25% on steel imports from a large number of countries that did not agree to limiting quota. I'm sure that has been maintained by different administrations to present day and measures that could even become harsher. Secondly, not only states, but also companies have learned about the need to diversify and bring the origin of our suppliers -- power supplies closer, not only because of the factors mentioned in the report, but also because of others related to global maritime traffic such as ship failures in the Suez Canal, water shortages in the Panama Canal and security in the Red Sea or simply the need to reduce Scope 3 emissions related to those emitted that origin and during transport. Factors that need to be added to the ones I've mentioned in the report, like, for instance, the disruption of our suppliers delivers caused by the cessation of activity during the pandemic, after the invasion of Ukraine. As I mentioned in my letter in the 2022 report, this new strategic framework inevitably leads us to our suppressors of deglobalization, reversing the situation which we perhaps have gone for neglecting many of the risks mentioned. Possibly in 2018, we could probably date the beginning of this process of regionalization of trade, bringing to an end start of globalization, which was imposed after the end of the cold war and the block policy around 1919. Now at Acerinox, we have been observing this trend for some time. We are very much aware of this, and we're concentrating our strategy. On many of our American markets, not only in the United States and Europe, but also South Africa. Awaiting the awakening of the African continent, where we have almost 50% of the market share. We must be prepared for a new international trade situation with closer supplies, greater export restrictions, the reemergence of American, European and Spanish industries. Added value is our differentiation. We are convinced that we must continue to move towards the manufacture of more sophisticated materials, adapted to the needs of more demanding customers as the best solution to shield ourselves from the excess capacity installed in Asian countries, particularly China and Indonesia. The latter recently and rapidly rose into the ranking of the main world producers, thanks to the investments of Chinese companies under the protection of the new Silk Road policy. In addition, we are strengthening our research, developed together with our customers the stainless steels and high-performance alloys best suited to each application, completing thus range of products with super stainless steels and types developed to meet the needs of today and the industry's applications of tomorrow. In this manner, we will want to differentiate ourselves from standard products, offer the broadest product range in the industry and obtain a greater added value in our activities. This is one of the foundations of our business model and our strategic plan, added value. And together with operational excellence, both are based on our financial strength and our commitment with sustainability and circular economy. With our plan beyond excellence, we give a new boost to competitiveness through initiatives such as beyond excellence, we continue to recognize the importance of enhancing competitiveness while minimizing environmental impact in the areas in which we operate through efficiency. In this way, we aim to minimize the resources required to produce a turn of ready-to-use material by minimizing the consumption of raw materials, energy and supplies, thereby seeking dual benefit, lowering our production costs and reducing process emissions. The new plan launched in 2023, aims precisely at boosting our competitiveness, enhancing operational excellence and promoting a culture of continuous improvement and innovation throughout the organization. It is based on 6 pillars; decarbonization, efficiency, development of special alloys, productivity, supply chain and most importantly, putting the customer at the center of our activity. This program, which will run from 2024 to 2026, will help improve the group's bottom line by an estimated EUR 100 million through a combination of cost reductions, revenue enhancements and the promotion of a culture of continuous excellence and innovation across the entire organization. In this memo, we would use technical transformation techniques and AI. By 2024, we have identified new projects focused on key business areas such as improving quality and performance in the production of high value-added steels, optimizing the use of recycled materials as the main raw material, increasing the availability of our production lines through digitalization, implementing predictive quality and maintenance systems to anticipate problems, improve in efficiency in the use of energy and consumables with a consequent reduction of emissions and minimize and valorize the waste generated in the process. We expect all these projects to generate an economic impact of EUR 45 million in the fiscal year, and that will enable us to move forward closing the circular economy cycle because we seek leadership in sustainability. We produce with more than 90% recycled contact, high-performance stainless steels and alloys that are durable and permanently recyclable without losing any of their properties. With the recovery of our waste that we recycle at already 80%, we are undoubtedly the paradigm of circular economy. We efficiently manufacture high-performance stainless steels and alloys with a respectful approach, and we're committed to a responsible management model that contributes to protect the planet, reduce inequalities and promote a more prosperous and sustainable world. Acerinox continues and will continue to promote firm commitment to sustainability and the value is included in the ESG terms and in the U.S., sustainable development goals, largely reflected in our positive impact, 360 Sustainability Plan, a plan that enables us to move forward towards our 2030 targets. During 2023, we have made significant achievements. For example, we have increased our consumption of electricity from renewable sources by 50%, and we have reduced our carbon intensity by 5%. Something of great importance is the reduction of our accident rate by almost 25%, which is a source of pride because of its importance and because of the effort that we are making to make our factories very safe places to work. We are very proud of the different recognitions that we have obtained internationally to validate and support our goal of creating the most efficient materials for the future while making a positive impact. For the second year in a row, we have been awarded the Platinum Medal by EcoVadis, the highest corporate sustainability rating that assess the corporate social responsibility of global supply chains. In this edition, the overall score achieved by Acerinox [indiscernible] placing us in the 99th percentile on the top of the sector. And surpassing the last year, the score that we have taken last year was 79 points. The evaluation includes 21 sustainability grade here, classified in 4 main aspects. Environment labor practices and human rights, ethics and sustainable procurement in 2023. We have also joined together for this [indiscernible] initiative by raising the banner of the sustainable development goals of the United Nations, but none of this would be possible without our financial strength. All our ambitious targets rely on this foundation, draw from this foundation of our traditional financial strength. Only a few years after acquiring VDM Metals and at the bottom of the stainless steel cycle, we have returned to debt ratios of only 0.49x EBITDA. This good health has enabled us to take on new growth challenges, both organic as well as inorganic and to continue to increase our shareholder remuneration as we explained before. We have proposed to the Annual General Shareholders Meeting a dividend of EUR 0.62 per share, an increase of 24% in 2 years. At the end of 2023, we announced the approval of a new expansion phase for our subsidiary and North American Stainless, NAS, the leading integrated stainless steel mill in the United States, which will strengthen its position to support growth in this market. It would do so, thanks to digital solutions and investment in new equipment, which will allow for a gradual increase in capacity over the next 4 years of 20% in which we will spend $244 million. On the other hand, already in 2024, we announced that the expansion of VDM Metals, the division of high-performance alloy of Acerinox' groups, we're leader in this sector. And by investing EUR 67 million, we will be able to increase its sales by 15%, also gradually. Amongst the new equipment, we must highlight the second atomizer for the production of stainless steel powders and high-performance alloys for manufacturing additives for 3D printers. The aim is to increase our range of products by bringing even more solutions to the market and by focusing on high-tech solutions. Finally, thanks to the success achieved in the integration of VDM Metals and the creation in Europe of platform for the sale of flat and long products in corrosion and high-temperature resistant materials, and this includes stainless steels and high-performance alloys. We have decided to duplicate the model in the United States through the offer made for the acquisition of Haynes International, a leading U.S. company in the development and manufacturer of high-performance alloys with a high technological edge and with great presence in the aerospace industry. This operation, which will be carried out through the acquisition by North American Stainless that has already been approved by the Board of Directors and the shareholders of Haynes. It's still pending approval by the regulatory authorities. This operation also involves commitment to invest EUR 200 million over the next 4 years to modernize the facilities and to exploit significant synergies estimated at more than EUR 71 million per year. In short, we can state that the Acerinox is in a great moment and that we have one of the clearest and most exciting strategies in the industry. We're confident that all these plans will develop satisfactorily, and will allow us to generate great value for our shareholders and the rest of our stakeholders. To this end -- we can all count on the experience, dedication and commitment of all of us who are part of Acerinox group. And I cannot end this presentation without referring to the negotiation of the collective bargaining agreement of the Acerinox Europa Factory in Campo de Gibraltar, which after more than 15 months of meetings, has resulted in a strike that has now lasted 8 days. The company's will has always been to negotiate and not to break bridges with the workers' representatives or damage their capacity for dialogue. Let us hope that this conflict will be resolved as soon as possible, working together on an exercise of responsibility, which will allow us to maintain jobs, highly paid quality employment, and the contribution to the development of the region while facilitating the change towards a business model focused on quality and good customer service and which shall be flexible enough to adapt production to the cycles of the sector, which guarantees viability. Once again, I must express my gratitude to all members of the Acerinox family, whose example encourages us to continue improving. I can only feel privileged to continue to work in this great company, which continues to improve year after year, thanks to the good work and involvement of all the people who make it up. I will conclude my message by reiterating my thanks to all those who make our work possible. Customers, suppliers and above all, our shareholders for their support and trust, which motivates us and encourages us. All of them will continue to find in Acerinox, a responsible ally to count on. The company is at a good moment, and it maintains the strength and the capacity to move forward with the same spirit and ambition that has always characterized it. Thank you very much.

Unknown Executive

executive
#8

Thank you, Bernardo. As I have just been told, we haven't received any requests to take the floor online. So we will now open the face-to-face intervention. Those shareholders have participants that I would like to take the floor, I need to come to the right-hand side and approach the lectern. Nonetheless, because the preparation of this intervention requires some time, we encourage you to watch this very interesting video about sustainability and circular economy of Acerinox's Group. [Presentation]

Unknown Executive

executive
#9

Good morning. We will now hear the intervention of [indiscernible] with 429 actions shares represented.

Unknown Shareholder

shareholder
#10

Hello. Good morning or good afternoon, everybody. I'm here representing our worker who also has shares as all of you because Acerinox workers, we also have shares. When we have some savings, we also try to buy some shares because we do trust this company. What I'm here to say is, well, I do not want to frighten the Board members, I'm not here to say do not invest in Acerinox. On the contrary, I'm here to say, please invest in this company, because it is an important company, and it has a brilliant future. That's what the workers, that's what we believe. However, I would also like to tell all the top management of the factory I work at and mainly the Board members to please not forget this plant in [ Cardif ], where more than 1,800 workers are working there on a daily basis where this great company was created. It all started in this small village. They had this dream. A little by little, they created this company. They started to get trained and they showed the younger people who were joining the company, and this is where these great projects started. What we would like to demand is to not be forgotten, this factory has a future. We believe so. We need investments in that factory, of course, but mainly, we do not want you to forget those workers who every day fight to bring a future for this company. And in many occasions, we have been asked to make a larger effort in difficult situations in our country when we had the COVID pandemic, some years ago, and we did make the best of us when we were demanded to do so. Now what we would like to request, as Mr. Bernardo said, we have been almost 80 days on a strike. And we are, of course, willing to negotiate, but what we would like to ask this great company is to not take away something that is very important for us, and it is so valuable, which is work-life balance, this flexibility that the company is requesting from us, we see it as a loss in the work life balance. This is what we expressed to the company, and we continue to do so. The only thing we would like to ask is to be valued as workers of this company. We have been the ones that trained the rest of the colleagues from factories in the U.S. and in many other countries, which is we feel proud of it, of course, because this means we are able to bring our plant out of any difficulty. This is what we proved, this is what we've shown and we will continue to do so, but not without a remuneration that is in line with what we live here in Spain nowadays. If the energy costs are so high for the company, imagine what this means for families. We are also paying for higher energy costs, higher mortgage payments. And the only thing we ask is to receive a salary that is in accordance to our times. This is why we have been on a strike for 80 days. This is not nice for us. We have always been proud of our company, and we want to continue feeling as proud. It is a great pride that we feel for Acerinox with the jacket I am wearing right now and telling everybody that this company is great and asking you to continue investing, of course, because we will continue. If we receive this kind of investments to bring this company to a bright future, the only thing we ask when we negotiate is to please value our workers in our factory in Cardiff and not to lose the work-life balance that is so much needed and, of course, a decent salary. I thank you for listening to my words, and I wish you very good luck.

Unknown Executive

executive
#11

Next, we will listen to Jesus Neila Fernandez, representing 1,500 actions and 200 represented actions, in total 1,700 shares .

Unknown Shareholder

shareholder
#12

Good morning. I would like to read my text about the deterioration [indiscernible] overcapacity in the Asian market and the difficulty to obtain profit in the Malaysian company led the company to reflect strategically in the future of this plant, not discarding the seize of activity. As a consequence, we have made the greatest impairment possible for EUR 156 million, without this, meaning cash outlet. My question is, in the midterm -- what is your view on this, the Asian market, and the factory itself?

Unknown Executive

executive
#13

The next shareholder is Mr. [indiscernible]. He -- he's owner of 300 shares -- 300 represented shares, -- and 300 owned shares.

Unknown Shareholder

shareholder
#14

Hello. Good morning. I will now read the text of my intervention because I already gave it to the notary, thank you. This is the case of Acerinox. If the share value is higher than the real price, the acquisition of owned shares is a great business for the company. I guess that's something that is in line with what was said before. The only obstacle here is that [indiscernible] this operation is not shown immediately in the books of the company. And maybe some managers do not see it as attractive because they think more in the short term instead of in the midterm. I guess this is not the case of Acerinox. I am not -- I already know, sorry, that the answer could be that the share buyback is not Acerinox's main activity. As a business, this was said before, it was granted as a remuneration for the shareholder. But most of the listed companies with these kind of operations do so because of the same reasons, the difference between value and price, but with much less difference than in our case. Because here in Acerinox, the treasury is not a problem because as we can observe in the accounts that were brought to our meeting, we can see it is growing and it is much higher than what is reasonably needed for the normal development of business in the company. I also note that in the recent past, these kind of operations took place bets on a shy manner in order to an all the equivalent of the issues because of the previous scrip dividends that were distributed. And I know that you are proposing in this General Meeting of Shareholders to approve an even shier operation to attend the variable remuneration of certain directors. But the question is, why don't you as many others are doing in order to benefit the company and its shareholders, of course taking into account that there is a difference between value and price. Thank you.

Unknown Executive

executive
#15

Now we will have the intervention of Jose Antonio [indiscernible] representing Pedro Del Barrio, company. He is an owner of 1,000 shares.

Unknown Shareholder

shareholder
#16

Mr. Chairman, directors, top management of the company, you are the visible Head of Acerinox S.A. you have the duty to duly explain all the shareholders apart from the results of the year 2023 with a profit of EUR 228 million, a 50% lower than the year before, with an EBITDA of 45% less than in the year 2022. What is happening at Acerinox to be the black sheep in 2023. And it's been the best for [indiscernible] since the year 2009. Mr. Carlos Ortega Arias-Paz, despite the great results achieved in terms of turnover and profit in the years 2021 and 2022, not so much in the year 2023. Acerinox share is not capitalizing. We are still on court and it's already 9 years since that in a maximum rate of EUR 12 and a minimum of EUR 8. And I would like to freshen up your memory with this maximum of minimum data. 2016, [indiscernible] 2019, 9.9% maximum and 7 minimum. Year '20, maximum 9.92, minimum of 5.92. Year '21, 12 maximum, 9 minimum; year 2022, 12 maximum, 8 minimum; and '23, 12 maximum, 0.82 minimum. I have a deficit of 33% in my investment, and I'm truly angry with you because like many other shareholders were in the past, who had -- who decided to stop being shareholders of Acerinox because you didn't convey trust in the future of the company. Only [ Corporacion Financiera ] SA is comfortable in this company, with 2 members of the Board and the Chairman. But you will, of course, need to give your due explanations. Mr. Chairman, what can you do in order to break this barrier of EUR 13 in this year 2024 in the capitalization of Acerinox? Mr. Chairman, the Board of Directors is aware that having a lower capitalization of Acerinox may enable takeover bid by some competitors. And due to the free flood of 60% of the company, this could be successful without generating value for the shareholders, even if the premium paid is high. I will kindly ask you to study share buyback programs when Acerinox is at a low range in. Such a way you would be able to help the capitalization of the share, and then you will make a great business for the company and for the shareholders. Mr. Carlos Ortega Arias-Paz, the purchase of Haynes in the U.S. in this year 2024, will be done with own funds or with a corporate debt. It's great to buy companies in Germany and in the U.S., but what's happening in the plant of [ Cardiff ], losses and more losses, and the workforce is on a strike for 80 days. This needs to be solved with a dialogue with the social agents because otherwise, this could be the Spark for other Acerinox factories. Mr. Carlos Ortega Arias-Paz, the years 2021 and 2022 were excellent. And this year, 2023, we still have reasonable profits. I would like to reiterate the wish of so many minority shareholders for you to study the increase of the dividend for the year 2024 and 2025 to EUR 0.75 per share. You can be committed to start -- can you please commit to study this in the Board of Directors meetings -- and in order to finish, I would kindly ask our young Chairman, Mr. Carlos Arias-Paz, the offering for the next -- for the next General Meeting of Shareholders to provide a cocktail for the next year. This is something we would expect from all of you.

Unknown Executive

executive
#17

With this last intervention, the Q&A session is finished. Now we will proceed to answer the questions from the shareholders. To Mr. [indiscernible] I am happy to know that the workers have shares. I believe they do make a good investment in the long term. I also have shares, I personally have them because I do believe in this company in the mid and in the long term. I think you made a great investment. You are telling us not to forget about this factory in [ Cardiff ]. I can ensure you that this is one of the main concerns and one of the main topics that we speak about in all of our meetings in the Board of Directors. We do not forget about you, you are in one of the first items in our agenda. This will never happen. And regarding the topics of the negotiation, maybe Bernardo would like to say something.

Bernardo Velázquez Herreros

executive
#18

Thank you, Mr. Chairman. I would simply like to say that, of course, we do not forget about you. We are investing EUR 40 million to EUR 50 million to avoid obsolescence and to have the proper maintenance of the company -- of the factory. We do not forget where it all began, where everything started even the CEO of this company in the '90s, spent so much time there, and I have many good friends there and a great emotional bond with this factory. At this point, we have had losses in many months, and we should be responsible and say and try to move forward, we would love to distribute remunerations and profits. But of course, we will all work in order to do so. And Mr. [indiscernible], given that your intervention, well, I can say I agree in more than 90% of what you said. I am sure we will be able to get to an agreement very soon, and we will make everything possible for the good of our company that we love so much.

Unknown Executive

executive
#19

Would you like to mention something about Bahru?

Bernardo Velázquez Herreros

executive
#20

Well, in -- for Bahru, in Malaysia, in the Southeast Asia, we have every different conditions as the ones that took place when we started with this investment. There are many other factories in China and Malaysia, that represent more than 70% of the world production and that they are taking our markets to huge tensions. On the other hand, we can also see that the world is regionalizing and that our situation -- that our most powerful situation is in the U.S. and in Europe. That's what we are in power. In South Africa, of course, we also have a fantastic market share of almost 50%. And this is a market where we are dominant. However, in Asia, we are in a weak position, and we have been trying to work in order to improve the results for many years, but we can see that the Chinese or the overcapacity continues to increase, and we see it's difficult to get profits in the current situation with the current prices, which are minimum in Europe, but they are even worse in that region of the world. So when we see that the more we produce the higher losses we get. We decided to stop the activity there, and we are studying potential solutions. As I said, we are now under strategic discussion. We are assessing different possibilities. We do not exclude any possibility. And among other things, we did the impairment of the assets so that we can feel free in order to decide what is most convenient, what is more suitable for us. Regarding Mr. [indiscernible] question about the treasury shares, it's true that it's a good business, and this is why it's included in our policy for remuneration of the shareholders. It's one of the pillars. I would like to remind you that in this policy, we have a stable dividend that is growing for the shareholders on a recurrent manner. But from that, supported by share buyback programs that always take place whenever it is possible, thanks to the market conditions, not only market conditions but also the leverage of our company, that is the debt, the ratio debt EBITDA of our company, it shouldn't be higher of 1.2x. Second, it also depends on the opportunities we will have in the company for growth, organic and inorganic growth, I mean. In terms of organic growth, -- let me remind you what our CEO mentioned before. We have an investment in our U.S. plant in NAS of $244 million. Additionally, there's another investment in VDM Metals of $67 million. This in terms of organic growth. In terms of inorganic growth, we have just spoken about the offer we have for Haynes International for $1 billion. So this is a company we have for the -- the quantity we have for the company to remunerate the shareholders and we see this is the best way we can do so with treasury shares, with share buyback programs as -- but we do so taking into account that this would be better than the potential investments we spoke about. And I'm mentioning Mr. Valencia's intervention. That's what I said during my speech. This market anomaly where we are listed are very low figures, I'm convinced this will be soft in this type of investments towards high-performance alloys and higher added value products towards the U.S. will improve our multiples in Acerinox.

Unknown Executive

executive
#21

And about Mr. [indiscernible], well, we have already discussed that shares do not capitalize. We are managing the company in the mid and longer term, not in the short term. And in the long term, as I mentioned before, this investment, the strategic moves that we are performing will help us reevaluate the share price significantly, that's what I believe. And we don't know about the time frame depends on the market. But in normal conditions, Acerinox should be able to achieve the valuation that it deserves, and I'm convinced of that. But potential takeover bid from potential competitors or from a company that's highly capitalized -- said that this doesn't generate value for shareholders -- shareholders will have to decide whether the takeover bid generates value or not. And if shareholders decide that wouldn't generate value, they wouldn't concur that takeover bid. And we -- as the main shareholder of this company, we fully believe that. We believe that Acerinox currently has a brighter future on its own because we would generate much higher value with the different steps that are to be taken in the middle and long term. About the buyback of shares, already pointed out it during my speech. Haynes is going to be acquired with our own funds, with our equity with -- based on our financial strength with NAS. We have enough cash or treasury there to face this purchase without increasing our debt. And now about Europe, well, the CEO already discussed the situation in response to the first comment. The dividend. Why is it not raised to EUR 0.70 million, we before mentioned that we want a stable and growing dividend, which is our policy, and we will maintain such a growing and stable dividend supported by the additional buyback of shares when market conditions allow for it. And that will be our intention. I also wanted to thank you for calling me Young President. I'm very excited to hear those words. And how about the cocktail. In some general shareholders' meetings, they offer cocktails and others, they don't. As I mentioned last year, we want to be a company that draws from [indiscernible] to reinvest in organic and inorganic growth. Dear shareholders, we really thank you for your attendance here and for your supporting our strategy, but we don't think it's necessary to organize a cocktail and to make an investment into a cocktail when you will actually go to your own homes to have lunch at 2, so whatever you will. So I don't think it's necessary for us to organize that -- to arrange that. Thank you.

Unknown Executive

executive
#22

Now on behalf of the Chairman, I would like to report on the final attendance figures to the General Shareholders Meeting. The meeting is attended by 528 shareholders owning [ 20,344,486 ] shares, equivalent to 8.19% of the share capital, represented our 1,346 shareholders owning [ 125,463,551 ] shares which amount to [ 50.3 ] of the share capital. And in accordance with the above, the presenter represent the share capital with voting rights is [ EUR 36,427,009 represented by 145,708,037 ], which is 58. 43% of the share capital. Now the Secretary will then inform you of the voting procedure for the proposed resolution submitted for your approval. Please be informed the voting on resolutions proposed by the Board of Directors in relation to the items on the agenda will be counted by means of a negative deduction system. For this purposes votes in favor shall be deemed to be those corresponding to all shares present and represented at the meeting and shall be deducted. There's votes corresponding to shares whose holders or proxy holders indicate that they vote against or abstain the votes corresponding to the shares whose holders have voted against or abstained prior to this meeting through the online means of communication made available to the shareholders. And also the votes corresponded to the shares whose holders or proxies have left the meeting prior to the vote on the proposed resolution in question and have recorded that are expressed wish to leave the meeting, either through the link to the online attendance platform set up for this purpose or -- in the case of shareholders present in this room, referring it to the notary public and the staff assistant here. It's also stated for the record that the situations of conflict of interest in which certain directors find themselves in relation to some of the items of the agenda have been taken into account in accordance with the provisions of the Capital Companies Act. Given that the proposed resolutions submitted to this general meeting are known to all and in view of their length in accordance with the provisions of Article [indiscernible] of the regulations of the General Shareholders Meeting, I will dispense you from reading them out in full and proceed to a summary reading of the essential elements of the same. And point 1 of the agenda, the approval of the annual accounts and management reports referring to Acerinox S.A. and its consolidated group, all corresponding to the financial year closed on the 31st of December 2023 is submitted to the meeting. On Item 2 on the agenda, we submit to the meeting, the approval of the consolidated statement of nonfinancial information for the year ended on the 31st of December. Under Item 3 on the agenda. The meeting is asked to approve the proposed application of Acerinox as profit for the year ended on December 31, 2023, which amounted to [ EUR 114,186,613 ] as follows. Dividend distribution, [ EUR 149,537,702 ] to dividend distribution against prior year's reserves, minus [ EUR 35,351,089 ]. Under Item 4 on the agenda, the meeting is asked to approve the management of the Board of Directors of the company for the financial year 2023. Under Item 5 of the agenda, the meeting is asked to approve the reelection of the auditors of both Acerinox, S.A. and its consolidated group for the financial year 2024. Under Item 6 on the agenda, the meeting is asked to approve the authorization to the Board of Directors to increase the share capital 1 or more times and at any time up to [ EUR 31,166,921.37 ] with a maximum period of 2 years from the time of authorization by the general meeting, with the location with powers to the Board of Directors to exclude preemptive subscription rights, [indiscernible] of the company, so require up to a maximum of 10% of the share capital of the company at the time of authorization. Under Item 7 on the agenda of the meeting is asked to approve the authorization to the Board of Directors of the company to acquire its own shares for a period of 2 years, either by itself or through any of the Acerinox's Group companies establish and, of course, the limits and requirements, thereby annulling the authorizations granted under previous to this. Under Item 8 on the agenda, the meeting is asked to vote on a consultative basis exclusively on the annual report on remuneration of directors of Acerinox, S.A. for the year ended on December 31, 2023. Under Item 9 on the agenda of the General Meeting of Shareholders has to approve the amendments to the Articles [indiscernible]. This article is subdivided into 2 points on the agenda, which I voted on separately in accordance with the provisions in the law. In Item 9, Section 1, the meeting is asked to approve the amendment of Article 24 of the [indiscernible] entitled positions from the Board. On Item 9, Section 2, the meeting is asked to approve the amendment of Article 25 of the articles [indiscernible] entitled Remuneration of Directors. In Item 10, the approval of the remuneration policy of the directors to Acerinox, S.A. to be applied from the moment of its approval by the General Shareholders Meeting and for the financial year 2025, 2026 and 2027 is submitted to the General Shareholders' Meeting. This item on the agenda will be conditional upon the adoption by the General Shareholders' Meeting of the resolution to amend the articles [indiscernible] proposed in Item 9, Section 2 of the agenda. Under Item 10 on the agenda, the information is provided on the amendment of the regulations of the Board of Directors of the company [indiscernible] of which is conditional upon the approval by the general meeting of the [indiscernible] report has been made available to the shareholders on the occasion of the call to this meeting. This 11th point of the agenda is information only and is therefore not put to vote in the president will report on this point at a later stage. Under Item 12 of the agenda, the meeting is asked to approve the authorization to the Board of Directors of the company to acquire up to [ 487,030 ] shares of Acerinox, S.A. for the Payment of the second cycle or the third multi-annual remuneration plan, including the years 2025 through to 2027, approved under item 13 of the agenda of the General Shareholders Meeting held on May 23, 2023. And under point 13, the agenda, the delegation of powers to the Board of Directors for the execution, correction and formalization of other resolutions adopted at the general shareholders meeting and the granting of powers to [indiscernible] resolution is submitted to the General Meeting of Shareholders for voting. And this is the final one. On the items 14 and 15 on the agenda, -- the Chairman will explain the most relevant developments in corporate governance, sustainability and climate change of the company in accordance with the information contained in the company's annual corporate governance report as well as the consolidated statement of nonfinancial information both corresponding to financial year 2023. Items 14 and 15 on the agenda are for information purposes and are not put to vote.

Unknown Executive

executive
#23

Thank you very much. As the Secretary just mentioned, I'm going to speak on the improvements in the area of corporate governance during the financial year 2023. I'm going to be brief because some of these have already been approved. As we have seen, thanks to the [indiscernible] issued by this very GSM, the director's remuneration policy has been modified, and this is a result of studies, which started last year and which comminute today. In general terms, the payment of podiums to directors for the attendance as meetings of the Board and its committees has been eliminated. The underlying idea is that attendance is the duty of the director, not a gesture to be rewarded in a special way. Also, remuneration has been adjusted to the extra effort involved in holding a chairmanship or the role of coordinating independent director. In the case of Executive Directors, short-term remuneration has been reduced in favor of medium-term remuneration in line with the wish of the company to reward sustainable and stable growth rather than immediate success and also in line with voting adviser strengths. This long-term incentive is 1 that is paid, not in cash, but in shares of the company. Likewise, and in accordance with the provisions of recommendations 3 of the good governance code of listed companies, I'd like to mention the reasons why the company has not fully complied with some of the recommendations of the good governance code in financial year 2023. Now with regard to the recommendation that large cap companies should have separate Nomination Committee and Remuneration Committee. The reason why Acerinox has not separated the 2 functions is the current workload, which currently does not justify the existence of 2 separate committees. We have also decided to not require to maintain a 3-year lockup on shares received in payment by executive directors or at least to hold the equivalent of 2 years remuneration as the amount of profit has not yet made it possible to acquire the equivalent of 2 years remuneration. And for it has been decided to not require it as of yet. If with increase in the long-term share-based remuneration, as mentioned [indiscernible] as we expect a significant increase in the share-based remuneration, the company reserves the right to make such a requirement. As you will have seen, the number of recommendations in the code of good governance that we comply with has increased significantly from last year's [indiscernible]. And it will be difficult to make much progress from now on, unless the code of good governance is amended again, of course. And now I will speak about progress made in terms of sustainability and kind of change as Acerinox, because we, in this company, continue to promote our firm commitment to sustainability because it's 1 of the fundamental pillars underpinning our business model and our strategy. We efficiently manufacture high-performance stainless steels and alloys with a respectful uncommitted approach. We aim to be a model of responsible stewardship that contributes to protecting the planet, reducing in quality and promoting a more prosperous and sustainable world. To this end, the company has a sustainability plan called Positive Impact 360, which structures the group's main initiatives in the environmental, social and corporate governance dimensions organized around 5 pillars. One, ethical, accountable and transparent governance; two, eco-efficiency and climate change mitigation; three, circular economy and sustainable product; four, committed team, culture, diversity and security; five, supply chain and impact on society. This multiyear plan is deployed through annual sustainability programs defined and agreed with the different areas and factories of the group, which constitute a real tool for continuous improvement for responsible performance. In addition, Acerinox has sustainability objectives for 2030 linked to its environmental, social and corporate governance performance and aligned with its sustainability plan. These objectives are related to improving and reducing carbon intensity, energy and water extraction, waste recycling, reducing accident rates, and increasing the number of women in the workforce. These objectives are linked to the variable remuneration of managers and employees. In 2023, we have made a significant progress that was explained by our CEO, in all of them, notably reducing carbon intensity by almost 5% and the accident rate by almost 25% at the group level. On the other hand, for yet another year, our commitment to sustainability has earned us the highest international works that validate has supported our goal of creating the most efficient materials for the future. As the CEO already mentioned, for the second year in a row, we have obtained the Platinum Medal from EcoVadis as was explained, it's the highest rating in corporate sustainability. EcoVadis evaluates the corporate social responsibility of global supply chains and ranks us amongst the top 1% of companies in the industry globally. Now after having read out a summary of the merchants proposal for [indiscernible] Solutions, I declare the voting period for the merchants related to the items on the agenda closed and I give the floor again to the Secretary.

Unknown Executive

executive
#24

Thank you, Mr. President. Given that the general meeting has been validly constituted on the second call, with an attendance quorum that exceeds the percentage of subscribed share capital with voting rights legally required for the items on the agenda, it is sufficient that the proposed resolutions put to the vote be approved by a simple majority of the votes of the shareholders present or represented at the meeting, except for the proposed resolutions relating to items 6 and 9 on the agenda, which require further approval, and absolute majority. Having accounted for the votes cast in relation to each of the proposed resolutions relating to the items on the agenda, and taking into account for these purposes, the vote counts prior to this meeting by all line means of communication, the 1 cast by the attendees of the meeting present in this room as well as [indiscernible] that have been cast through the online attendance platform, the result of the vote is as follows. Point 1 on the agenda, we have received a voting favors represented 98.749% of the votes cast. Item 2 of the agenda votes in favor, and I'll summarize briefly have been 99.288% of those votes cast. Item 3 on the agenda votes in favor represent 99.918% of those costs. Item 4 on the agenda, has received votes in favor, representing 98.871% of those cast. For item 5 of the agenda votes in favor have received represented 89.834% of those cast. Item 6 on the agenda has received vote in favor represented 87.103% of those cast. For item 7, votes in favor represent 99.171% of those cast. For Item 8 on the agenda, we have received votes in favor representing 95.134% of those cast. And for 0.9, Section 1 on the agenda, votes in favor at up to 99.672% of those cast. For Section 2 of the same point, Item 9, votes in favor represent 99.604% of those cast. For Item 10 on the agenda, we have received votes in favor, representing 95.191% of those cast. For point 12 in the agenda, we have received both in favor amounting to 96.786% of those cast. And finally, point 13, the agenda has received voting favor representing 99.725% of those cast. As we can see here, according to the votes cast, and calculated, we inform shareholders that we have achieved the favorable number of votes required for the approval of each and every 1 of the proposed resolutions relating to the different items on the agenda submitted to the vote of this General Meeting of Shareholders. In agreement with the data that we can have in the bureau, I declare all the resolutions put to the vote to be validly adopted. Detailed information on the specific number of votes in favor, against and abstentions that have taken place in relation to each of the proposed resolutions put to the vote at this Ordinary General Meeting of Shareholders will be published on the corporate website within the next 5 days in accordance with the Capital Companies Act. And we will also include this in the minutes drawn up by the notary, which will be considered the minutes of the meeting and the resolutions contained therein may be executed as of the date of its closing. Ladies and gentlemen, on behalf of the Board of Directors and on my own behalf, I would like to say farewell by thanking you once again for attending this General Meeting of Shareholders and for your commitment to the company and by formally declaring this meeting closed. Thank you very much.

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