BAWAG Group AG (BG) Earnings Call Transcript & Summary

March 3, 2021

Vienna Stock Exchange AT Financials Banks shareholder_meeting 51 min

Earnings Call Speaker Segments

Egbert Fleischer

executive
#1

Ladies and gentlemen, as Chairman of the Supervisory Board, I take the chair pursuant to Section 116 Para 1 of the Stock Corporation Act and I open today's Extraordinary General Meeting of BAWAG Group AG. At the ordinary Annual General Meeting on 30 October 2020, it was resolved to fully carry forward the net profit for the year to new account in order to comply with the recommendations of the European Central Bank. The Management Board has communicated at various instances that there will be a dividend payout for the business year 2019. As all requirements are met, this will be decided on today. Mr. Sirucic will explain this in detail. In order to protect the shareholders, the Management Board has decided for today's Extraordinary General Meeting to hold this meeting as a Virtual General Meeting within the framework of the provisions of the COVID-19 law and the COVID-19 regulations in compliance with the interest of the company and the participants, and it will be fully webcast. I'd like to welcome the gentlemen and ladies who are listening in on Internet. Hosting this Extraordinary General Meeting as a virtual meeting in accordance with the COVID-19 regulations makes certain changes necessary as we conduct our meeting compared to a meeting with physical presence of shareholders. This has been explained in the convocation to the meeting and will be explained in detail by the notary, Dr. Brix. Even though many of you are aware and familiar with the procedure as applied at the Annual General Meeting, it is our duty today as there might be some new participants to explain the legal provisions and regulations to ensure that every shareholder is fully informed as a participant at this meeting. First of all, you will be presented the proposed resolution for the only agenda item of today. After that, we will be reading out any requests for resolutions by shareholders received by the special proxy representatives. After that, we'll have a general debate, meaning the questions will be read out and answered. Once the questions have been answered, we will proceed to the vote on the only agenda item for today. I know that, one, today's Extraordinary General Meeting was convened in compliance with the provisions of Section 106 of the Stock Corporation Act timely and in good time in Wiener Zeitung, the official journal, on 10 February 2021. And furthermore, pursuant to Section 107 Para 3 of the Stock Corporation Act, it was disseminated electronically European-wide through Pressetext on the very same day. Within the meaning of Section 116 Para 2 of the Stock Corporation Act, the convocation was transmitted concurrently in machine-readable format via the intermediary chain directly to the shareholders. The documents to be disclosed pursuant to Section 108 Para 3 of the Stock Corporation Act were made available in due time as of 10 February 2021 on the website of our company. Could I kindly ask the notary, Dr. Brix, to notarize the resolutions adopted today's meeting to monitor the voting process and to take the minutes pursuant to Section 120 of the Stock Corporation Act? Could I now ask Dr. Brix to explain the modalities for exercising shareholder rights at today's Virtual General Meeting as explained in the convocation and how we're going to hold this meeting today? You have the floor, sir.

Rupert Brix

attendee
#2

Shareholders, in the convocation of the general meeting of 10 February 2021, it was announced that today's general meeting will be held as a virtual meeting without the physical presence of shareholders. Moreover, on 10 February 2021, the organizational and technical requirements for participation at the Virtual General Meeting were made available on the website of the company, together with the convocation, pursuant to Section 2 Para 4 of the COVID-19 Regulation. Today's general meeting is taking place. And the physical presence of the Chairman of the Supervisory Board, Mr. Egbert Fleisher; the CFO, Mr. Enver Sirucic; the 4 special proxy representatives, Ewald Oberhammer, Lukas Röper, Christoph Moser, Valentina Treichl, representing and substituting for Gernot Wilfling; and myself as the notarizing notary. How are the shareholder rights exercised today? The exercise of the voting right, the right to submit proposals for resolutions, applications and objections can only be exercised through one of the special proxy representatives proposed by the company pursuant to Section 3 Para 4 of the COVID-19 Regulation. The right to obtain information at today's virtual meeting can be exercised by the shareholders themselves through electronic communication, for instance, by sending questions by e-mail to the following address, [email protected], if the shareholder in question has registered for today's meeting in accordance with Point 4 of the convocation and has given power of attorney to a special proxy representative. A few words on how we're going to host and transmit this meeting. This meeting will be fully broadcast on Internet in accordance with Section 3 Para 4 of the COVID-19 Regulation in real time. BAWAG Group AG is offering 2 alternative accesses to the Internet broadcast, both an image and a sound access in German language. If there is any disruption in the broadcast, please switch to another provider. Today's meeting will be held in German. There will be an interpretation at the meeting into the English language. To English listeners, could I kindly ask you to access our meeting via the English live stream? On account of the fact that today's virtual meeting is broadcast on the Internet, all shareholders have the possibility through this audiovisual one-way connection to follow and listen into today's virtual meeting, listening to the explanations of the Management Board on the only agenda item, to the answers to the questions raised by shareholders and also the voting procedure in real time. Do please note that the live broadcast does not constitute a remote participation within the meaning of Section 102 Para 3 Sub Para 2 of the Stock Corporation Act and does not constitute a remote voting in accordance with Section 102 Para 3 Sub Para 3 of the Stock Corporation Act and 126 Stock Corporation Act and that the Internet broadcast is not a two-way connection. Individual shareholders can only listen in and follow what is happening at the meeting. In order to facilitate the preparation, organization and hosting of this virtual meeting, the shareholders were asked to not to give any instructions to the special proxy representatives regarding asking questions and reading out contributions. Instead of this, the shareholders can exercise their right to obtain information themselves electronically by submitting questions by e-mail to the e-mail address, [email protected], at today's meeting. These questions will then be read out loud by the Chairman of the Supervisory Board and then answered. How is the right to obtain information exercised specifically? Explicitly, I'd like to draw your attention to the fact that the right to obtain information can be exercised by shareholders at today's meeting by sending an e-mail to the following address, [email protected]. Please send those e-mails from the very same e-mail address which you indicated on the proxy form to allow the company to verify the identity of the shareholder. Please use the question form, which is available under the address, https://www.bawaggroup.com/hauptversammlung. If you do not use that form, then you have to indicate a person, the name, company name, date of birth, company registration, number of the shareholders. And also, you are requested to indicate the code or password so that the company, in case of doubt, can verify the identity and conformity with the deposit certificate. Any questions received by the company shall be dealt with and answered at today's virtual meeting in accordance with Section 118 Stock Corporation Act by the Chairman of the Supervisory Board and answered by the Management Board. In this way, shareholders have a possibility to respond to anything that evolves during the meeting and ask follow-up questions and additional questions. The Chairman of the meeting will structure the meeting and time the meeting and indicate a moment in time, up to which question can be asked. Some explanations on the special proxy representatives. Shareholders have a possibility to give their instructions to the special proxy representatives. In particular, regarding the submission of new applications, voting, changing instructions on voting on one or several agenda items but also to object to one or several agenda items vis-à-vis their special proxy representative also during the virtual meeting up to a given moment in time and to amend those instructions. For that purpose, please send an e-mail to the e-mail address of your special proxy representative to whom you also sent your proxy to allow the company to verify the identity of the shareholders. These e-mail addresses are as follows: [email protected]; [email protected]; [email protected]; and [email protected]. And this e-mail address should also be used for proxies used by the substitute for Mr. Wilfling. And in the simple e-mail, you need to indicate the name, company name, date of birth, company registration, number of shareholder and sign officially through your name or in other any way so that the special proxy representatives can verify the identity and conformity of the proxy. Please note that today's virtual meeting, it is only possible to communicate with your special proxy representative electronically, and they will not be available by telephone. The time up to which instructions can be given on filing motions, voting and raising objections will also be determined during the course of today's virtual meeting by the Chairman. This time will probably be at the end of the debate. So much in summary, how we are going to conduct today's virtual meeting? As explained on the website of the company and the convocation under Point 4, organizational and technical requirements for participation at today's Virtual General Meeting pursuant to Section 2 Para 4 COVID-19 Regulation. I pass on the floor to the Chairman.

Egbert Fleischer

executive
#3

Thank you. Dr. Brix, for your explanations. As a Chairman, I instruct that today's meeting be held in the way and manner, as has been explained in the convocation and on the website of the company and further elaborated on by notary, Dr. Brix. The list of participants will be completed before the first vote. I will then sign it and inform you of the presence at today's meeting. The list of participants will be made available electronically to the special proxy representatives who are present here today. It will not be published on the website of the company for reasons of data privacy. Let us now start with the agenda. Could I ask on behalf of the Management Board, Mr. Enver Sirucic, to present and justify the proposed resolution on the only agenda item for today?

Enver Sirucic

executive
#4

Thank you very much. Item 1 of the agenda, resolution on the appropriation of profit for the financial year 2019. The Management Board and the Supervisory Board propose that the general meeting adopt the following resolution. The resolution on the appropriation of profit for the financial year 2019, which was adopted by the general meeting dated 30 October 2020 is amended as follows: the profit available for distribution recognized in the annual financial statements of BAWAG Group AG as of 31 December 2019 in the amount of EUR 3,023,991,000 will be distributed as followed: a dividend of EUR 0.4551 per share, which is entitled to a dividend on the dividend record date, adding up to a maximum of EUR 40,438,000, will be distributed and the remaining amount will be carried forward to new account. The dividend will be paid out on 12 March 2021. The ex dividend date is 10th of March 2021. Now on the -- regarding the explanation. At the Annual General Meeting on the 30th of October 2020, the general meeting resolved to carry forward the entire profit available for distribution. The Management Board and the Supervisory Board had proposed to follow the recommendation of the European Central Bank pursuant to which until 1 January 2021, no dividend shall be paid out and no irrevocable commitment to pay out dividends shall be undertaken by credit institutions for the financial years 2019 and 2020. BAWAG's Management Board repeatedly noted that a profit in the amount of approximately EUR 230 million for the financial year 2019 has been earmarked for future distribution. It was also noted that this amount will be distributed independent of any potential dividend for the financial year 2020 and will be presented to be resolved upon at an upcoming general meeting in line with BAWAG Group AG's dividend policy and taking into consideration any further formal guidance or recommendations from the ECB. On 15 December 2020, the European Central Bank published another recommendation. The ECB recommends that until 30 September 2021, significant credit institutions exercise extreme prudence when deciding on or paying out dividends or performing share buybacks aimed at remunerating shareholders. According to the ECB, it would not be prudent to make distributions of more than 15% of the accumulated profit for the financial years 2019 and 2020 or more than 20 basis points in terms of the common equity Tier 1 ratio, whichever is lower. On 9 February 2021, BAWAG announced that BAWAG's management plans to distribute dividends in the aggregate amount of EUR 460 million in 2021. This corresponds to the earmarked profits in the amount of the EUR 372 million for the financial years 2019 and 2020. Additionally, the Management Board plans to recommend to the ordinary AGM of BAWAG a special dividend of EUR 88 million for 2020 so as to keep the absolute dividend payment amount of EUR 230 million consistent between 2019 and 2020. To that end, BAWAG's Management Board has convened this extraordinary meeting, and together with the Supervisory Board, suggests distributing a dividend in the amount of EUR 0.4551 per share, which is entitled to a dividend adding up to a maximum of EUR 40,438,000, corresponding to the maximum amount which BAWAG is allowed to distribute at the time being, pursuant to the recommendation of the ECB of 15 December 2020. In the upcoming ordinary AGM, which will take place in the second half of 2021, the management plans to suggest the distribution of the remaining EUR 420 million. No events have occurred since that would stand in the way of distribution of a dividend.

Egbert Fleischer

executive
#5

Thank you, Mr. Sirucic, for your statement. This ends the presentation of the management board and supervisory board on the only item of the agenda. I now give the floor to the special proxies, one after the other. Please let us know if you have received any motions from the shareholders represented by you. If so please read them out. If not, please confirm that you have not received any motion so far. Mr. Oberhammer?

Ewald Oberhammer

shareholder
#6

I can confirm that no motions have been received so far.

Egbert Fleischer

executive
#7

Lukas Röper?

Lukas Röper

shareholder
#8

Mr. Chairman, I can also confirm that no motions have been received.

Egbert Fleischer

executive
#9

I now give the floor to Christoph Moser.

Christoph Moser

shareholder
#10

Mr. Chairman, I have received 2 motions from Josef Baumüller, shareholder. I will read them out. Motion 1, the proposal to distribute a dividend of EUR 0.4551 as of the 11th of March is to be modified but to the extent that only 90% of the proposed amount be distributed to the shareholders. The difference, that is EUR 0.0455 per share, is to be used and earmarked for projects in the field of sustainability with a particular focus on the fight against climate change and the mitigation of the consequences of the corona crisis among employees. Motion 2, the proposal to distribute a dividend of EUR 0.4451 as of the ex dividend date is not modified for the special dividend of EUR 88 million proposed for the ordinary AGM in the second half of the year. The Management Board is requested to submit another proposal for the use of this amount and to submit it to shareholders.

Egbert Fleischer

executive
#11

Thank you, Mr. Moser. I'd also like to read out the justification. The justification, I quote, "My motion 2 is an alternative way of taking account of the ecological situation without impact on the current dividend. If one or both motions are rejected, a dividend distribution has to be resolved upon today. We'll have to discuss in light of my motions. And the question dealt during the general debate regarding the amount of the dividend distribution is intended to show up ways and means of using a part of the profit for social and ecological projects. This appears justifiable and the effect will be higher than the amount of profit waived by the shareholders. This should be decided upon in accordance with the shareholders on feeling of responsibility for sustainability and the environment. The questions can be put to the representatives of the company that are responsible for ecological and sustainable issues. Other possibilities would be to use these profits for funds in support of employees who are in financial distress as a result of the corona crisis. This would have a positive impact because this would be an expression of gratitude to BAWAG's employee, not only through words but also through deeds." Thank you. I now give the floor to Mrs. Treichl.

Valentina Treichl

shareholder
#12

Mr. Chairman, I can confirm that I've not received any motions and I ask notary Brix to take that on record.

Egbert Fleischer

executive
#13

The attendance at this general meeting, according to Section 117, the list of attendance has been drawn up and signed. According to it, 722 shareholders are represented by the 4 special proxies entitled to cast 66,791,629 votes. The general meeting has the necessary quorum for all agenda items. The list of attendance will be handed over electronically to the 4 special proxies. For privacy reasons, we will not disclose the list of attendance at this Virtual General Meeting. So far, we have only received a few questions. I, therefore, decide that it's now 11:25 a.m. and the last questions can be submitted by 11:45 to [email protected] in order to be answered. So after 11:45, questions will no longer be taken into account and only questions received by then will be answered. The transmission of motions and instructions to the special proxies will also be possible until 11:45. After that point in time, motions or instructions will no longer be taken into account.

Egbert Fleischer

executive
#14

We now start the general debate on the only item on the agenda. I'm going to read out the shareholders' question and then these be answered. First question from [ Dieter Peter Meikle ]. What retroactive payments of dividends for 2019 and 2020 can we expect if this is allowed by the ECB? Is anything to be expected in 2021? Mr. Sirucic?

Enver Sirucic

executive
#15

As we announced in full year earnings call, the Management Board for 2021, provides for dividend distribution in the amount of EUR 460 million. This corresponds to dividends of EUR 372 million for the business years 2019 and 2020. Moreover, the Management Board plans to propose a special dividend of EUR 88 million at the Annual General Meeting in order to keep the dividend amount at the same level for 2019 and 2020 of EUR 230 million each in absolute amounts. At today's AGM, approximately EUR 40 million are proposed for distribution. At the next AGM in the second half of 2021, the Management Board plans to propose the distribution of the remaining EUR 420 million, all subject to the approval of the shareholders and the regulators. For the time being, the dividend restrictions by the ECB apply until the 30th of September. And after that date, distribution of the remaining amount is possible.

Egbert Fleischer

executive
#16

Next question also by [ Dieter Peter Meikle ]. Remuneration of Management Board and Supervisory Board, remuneration for Management Board members 2019, 2020 and forecast for 2021 and then Supervisory Board remuneration for the same years. The Management Board remuneration was significantly higher than at Erste Bank or RBI. Why is that so? This is a question which concerns a matter that is not to be resolved upon by today's general meeting. I have to ask you to wait for the next AGM to receive an answer to this question. Question number three, also from [ Dieter Peter Meikle ]. What are your expectations regarding the results for 2021? Has BAWAG come out strong of the pandemic? How has BAWAG been doing so far? We will publish our quarterly result for Q1 2021 at the end of April and you will have to wait for that. As already said, since the 31st of December 2019, no events have occurred that would stand in the way of distribution of the proposed dividend. Question number four, Josef Baumüller. In case today, or within the framework of the AGM in the autumn, a countermotion is introduced to waive distribution or to reduce the amount to be distributed as it has already happened in several cases and to use the remaining amount for projects that are sustainability-related, what are the possibilities and priorities? What kinds of proposals can you make to shareholders with an ecological and social orientation? Before I answer your question, let me briefly say a word about sustainability at BAWAG Group. The issue of sustainability has been accompanying us for a number of years and its importance has increased continuously. During the AGM last autumn, we reported on a number of initiatives which we implemented within the group in recent years. In 2019, we moved to our new headquarters and implemented further measures, for example, to increase the percentage of green electricity to 97% in the group. At Management Board level, we have a committee, which is dealing with ESG and sustainability. And we've appointed 5 ESG officers in 2019, which are advancing and driving this topic within the group. Recently, we reported on the importance of social aspects in the current pandemic. The health of our employees and customers is a matter of top priority for us. Alongside the extended health and safety measures in our branches, we apply home office rules in order to allow our employees easier reconciliation of work and family duty in this unprecedented situation. Moreover, in 2020, in addition to our usual donations, for example, to Licht ins Dunke, we donated EUR 150 million to Volkshilfe, an amount collected by the Works Council, the Management Board and our employees. We're working on additional measures and initiatives in order to promote sustainability. The report will be published on the 5th of March. And at the next AGM, we will report more on that. Now on to your question. We convened today's general meeting in order to submit the proposal to the shareholders to resolve on the maximum amount of the dividend which we are allowed to distribute according to the ECB recommendation. We keep up this proposal. If a countermotion is submitted by shareholders and has the necessary majority, we will follow that, of course. The next question by Mr. Baumüller, to what extent is sustainability considerations influenced the dividend policy and in today's proposals for payment and those that will be submitted during the year? I am referring here, in particular, to special positive and negative impacts in ecological and social matters. Question, in which area might these funds be lacking? And what would -- what is the positive impact of those dividends, e.g., in the light of the owner structure and their needs? I give back the floor to Mr. Sirucic.

Enver Sirucic

executive
#17

Thank you. I explained a lot about sustainability earlier on and the reason why the dividend has been proposed for today in this amount by the Management Board and the Supervisory Board. I'd like to refer to those earlier comments. In general, we have a very resilient business model that generates value on a sustainable basis. You might remember that in 2012, we started to reorient our bank. And today, we are among the most profitable and efficient banks in Europe. Why is that important? The sustainable creation of value impacts all business fields. It allows us, for instance, to provide safe jobs for our staff members and to be a bank that quickly adjusts and adapts to changing customer requirements and that pays out dividends to our shareholders. In addition, we have pension funds among our investors who rely on their -- our dividends to be able to meet their commitments.

Egbert Fleischer

executive
#18

Thank you. Next question, Mr. Franz Stockhandl. I have 10 shares in the certificate directory. But it could also be 11 or 12. Now with production companies, many use parameters and key performance indicators to assess the stability and the profitability of a company. I always try to make a comparison here between the duration of repayment of debt and compare it with my own situation. What is the problem with your bank? You owe money to savers and you're not planning to repay them their money. So which figure in the financial statements could I be using instead of the debt repayment period? And how could I calculate that? To give a fictitious example, you have a small rural bank or savings bank that approaches you, it may not be one from Burgenland, and offers itself as an outlet to your group. Which figures from the financial statements would you review and check? Mr. Sirucic?

Enver Sirucic

executive
#19

Well, thank you very much for the statement which we take note of. However, your question deals with an issue that is not the subject of the vote and resolution adopted at today's meeting. I'd like to refer you kindly to the next Annual General Meeting.

Egbert Fleischer

executive
#20

Next question, Mr. [ Berthold Berger ]. What was the cost of the last virtual AGM, including publication in the official journal, Wiener Zeitung?

Enver Sirucic

executive
#21

Unfortunately, I have to repeat myself. This is also an issue that is not the subject of today's vote. And therefore, again I draw your attention to the next Annual General Meeting.

Egbert Fleischer

executive
#22

Next question, Mr. [ Berger ]. Why was the general meeting scheduled for March 29 canceled? When will the next Annual General Meeting take place? And I think I can take this question. As Mr. Sirucic just told us, the next Annual General Meeting will be moved to the second half of 2021. A specific date has not yet been determined. And it all depends on the decision of ECB when and if we are able to pay out dividends. Next question, Mr. [ Berger ]. easybank recently hit the media on account of some events such as withdrawal of accounts. When will the Management Board determine and set policies for your customer relations and fix more stringent rules as many things have changed in regard to interaction with the fiscal authorities? Again, thank you for this question, and I have to refer you to the next Annual General Meeting because this is not an issue of today's meeting and vote. Next question, how many people were locked on at the last Virtual General Meeting? And how many people are locked on and listening in today?

Enver Sirucic

executive
#23

We've got the figures some minutes ago. They vary, should be around 80 to 100 people listening in via the stream.

Egbert Fleischer

executive
#24

Next question, Mr. [ Alexander Kosslick ]. This step to pay out a prudent dividend is something I welcome. What about provisions for bad debts? How are they going to develop? And what was the development so far? We can only hope that the remuneration of the Management Board will be more moderate than in the past. And the good result of BAWAG is something we owe to the Management Board and the staff members. And the staff members of BAWAG are receiving their normal pay that, from hearsay, is lower than the comparative figures of rival banks. And the shareholder wishes us all health and safety in those difficult times. Mr. Sirucic, the answer?

Enver Sirucic

executive
#25

Thank you very much for this question. The risk costs for 2020 amounted to EUR 225 million. And we were very prudent in setting up the provisions in order to take account of the deteriorating macroeconomic environment and to make sure that we can cope with any further negative impact in the context of COVID-19. Regarding 2021, the outlook would be to reduce the risk costs for 2021 by more than 40%.

Egbert Fleischer

executive
#26

Thank you very much. Next question by Mr. [ Kosslick ]. What is the cost of today's general meeting? How many participants are logged in? The cost saving potential, I would think that 2 lawyers plus the notary and 1 lawyer would suffice and the other special proxy representatives could be replaced by some sort of trainees. We take note of the statement. Thank you very much. As regards to cost of today's meeting, we have not yet received all invoices. It has not been settled yet. That is only natural. And regarding the logged-on participants, we've heard an answer from Mr. Sirucic already. So this would cover this question. The number of questions received -- and we've now come to the end of the question-and-answer session. We will now have a break for 4 minutes and then at 11:45 we'll come to the end of question time. [Break]

Egbert Fleischer

executive
#27

As we have not received any further questions, I will now close the debate, meaning the answering of questions. And I'd like to point out that as of now, no further questions will be answered. I will now once again give the floor to the special proxy representatives who are present here today and ask them to read out any motions they might have received or for confirmation that they have not received any further motions. I'll give the floor to Mr. Oberhammer.

Ewald Oberhammer

shareholder
#28

Mr. Chairman, I confirm that I have not received any further motions. 3 shareholders have asked me to represent them today here at this meeting and to disclose their names: Union Investment Luxembourg S.A., Union Investment Institutional GmbH and Union Investments Privatfonds GmbH.

Egbert Fleischer

executive
#29

Thank you very much. I give the floor to Mr. Röper.

Lukas Röper

shareholder
#30

Mr. Chairman, I have not received any further requests for motions.

Egbert Fleischer

executive
#31

Thank you very much. Mr. Moser?

Christoph Moser

shareholder
#32

Mr. Chairman, again I have not received any further motions.

Egbert Fleischer

executive
#33

Mrs. Treichl?

Valentina Treichl

shareholder
#34

Mr. Chairman, I also confirm that I have not received any further motions.

Egbert Fleischer

executive
#35

Thank you very much. And the notary, Dr. Brix, will take that up in the minutes. I note that it is now 11:47. And as of now, no further motions will be considered. This now brings us to the vote on the only agenda item. I instruct and direct that the voting process uses the tried-and-tested subtraction method. In this method, as a general rule, the no votes and abstentions are counted and deducted from the total number of votes cast or votes represented. This results in the number of yes votes. For the voting process for special proxy representatives, we'll be using the voting cards or proxy cards they have received at the entrance to this meeting before its beginning. By entering the cards in the IT system, we record the number of shares. If you want to vote by yes, you do not have to raise your hands with the card as the yes votes are determined and ascertained using the substraction method. The voting cards, proxy cards are read out aloud by the notary, Dr. Brix, for better recording. The voting process will be monitored by the notary, Mr. Brix, and calculated by Mr. [ Bauer ] from the IT service. I now point out and refer to the 2 motions submitted by Mr. Baumüller. We have reviewed and checked them. Both motions, in our opinion, are inadmissible. Motions submitted to an AGM need to lead to vote that is lawful. Otherwise, we cannot have a vote. I ask for your understanding that, as the Chairman, I will not put the motions -- I cannot put the 2 motions submitted by Mr. Baumüller to a vote. I now move on to the vote on the only agenda item, adoption on the appropriation of the net profit for the business year 2019. And I now put to the vote that was read out at the beginning by Mr. Sirucic and has been available on the website of our company, namely that the general meeting resolve to use the net profit for the year for the business year 2019. Who is against this? [Voting]

Egbert Fleischer

executive
#36

Instruction card, Mr. Oberhammer, Mr. Moser, no further votes against. Abstentions? No abstentions. And here is the result: yes votes, 66,774,483, that is 99.97%; no votes, 17,146, that is 0.025%. Number of shares for which votes have been validly cast and total number of votes validly cast, 66,791,629, representing 74.93% of the share capital. We have now come to the -- I apologize. I note that the motion has been carried by the required majority and that the meeting has voted us moved to decide on the appropriation of the net profit for the year 2019. I have now just received an objection. Mr. Stockhandl is objecting and giving us a reason that his question was not answered. And he asked about a comparative figure to be used for the duration of debt repayment, which was essential for him to arrive at a ballot decision or vote. The notary will take it up in a minute. This ends our meeting today. We have finished the agenda. The results will be published on the website of our company. I'd like to thank you, our shareholders, for listening in and following our meeting on Internet. And I now close today's Extraordinary General Meeting. I'd like to say bye-bye to you, and I wish you most of all health and safety. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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