CA Immobilien Anlagen AG (CAI) Earnings Call Transcript & Summary
May 6, 2021
Earnings Call Speaker Segments
Operator
operatorLadies and gentlemen, shareholders of CA Immo. In my capacity, as Chairman of the Supervisory Board, I'm taking over the Chair of the 34th Annual General Meeting, to which I would like to cordially welcome you, convened. I would like to point out that after careful consideration, the management board has decided to make use of the legal regulation of a virtual general meeting in order to protect shareholders and other participants. Today's general meeting will therefore be held as a virtual general meeting on the basis of section 1 Law Gazette I, No. 156/2020 and Corporate COVID-19 Regulation Federal Law Gazette 2, No. 616/2020, taking into account the interest of both the company and the participants and will be broadcast in its entirety on the Internet. For this purpose, 2 different streaming options are available on our website. If you experience a problem with one of the possibilities, we ask you to switch to the other streaming possibility. If you [Audio Gap] the transmission of the AGM in the live stream is closely monitored by a security officer for technical matters who will inform me immediately if there is a technical failure or a disruption in the transmission. In this case, I would interrupt the Annual General Meeting and continue to notify us by email at fragen.caimmo@hauptversammlung.at during the AGM. Will then react accordingly in check with the failures within the sphere of the company. The company is attempting to do its utmost to ensure that this Annual General Meeting can be trans failures on the part of one or more ISPs resulting in transmission disruptions that are beyond the company's control. The holding of the AGM as a virtual general meeting in accordance with the Corporate COVID-19 Regulation leads to modifications in the otherwise customary course of the general meeting as well as in the exercised resolutions on all agenda items are presented to the shareholders on block. Afterwards, a special proxies will have the floor to read out any resolution proposals. Afterwards, the general debate will be held, which is the reading and answering of the questions by me or the members of the management board. After answering the questions on all items on the agenda, the respective motions are voted on in their perspective order of the agenda. I hereby declare that the convening notice of today's AGM was published in due time in the Austrian Stock Corporation Act and furthermore, in accordance with section 107, para 3 Stock Corporation Act, the Electronic European Distribution via [indiscernible] was carried out on the same day. Furthermore, I declare that all documents to be disclosed pursuant to section 108 and 3 and 4 Stock Corporation Act has been made available on, and is asked to notarize the resolutions of today's AGM to monitor the voting and to take minutes in accordance with Section 120 Stock Corporation Act. I may now ask the notary public to explain the modalities for the exercise of shareholders' rights in today's virtual AGM and the course of the Annual General Meeting, which were made available in the convening notice. Dr. [indiscernible].
Unknown Executive
executive[Interpreted] Thank you, Chairman. Ladies and gentlemen -- at the screens, ladies and gentle -- to accompany you through this AGM. In the convening of the AGM on the 8th of April 2021, it was announced that today's Annual General meeting would be held as a virtual Annual General Meeting without the physical presence of shareholders. Entails further information in accordance with the Corporate COVID-19 Regulation on the rights of shareholders pursuant to sections 109, 110, 118 and 119 Stock Corporation Act. The course on the annual general meeting -- Today's Annual General Meeting takes place at the company's premises in 10:30 [indiscernible] in the presence of the Chairman of the Supervisory Board; the CEO, Andreas Quint; and the 2 management board members, Dr. Andreas Schillhofer and Keegan Viscius, as well as the 4 special proxies -- and to stand in for Dr. Christoph Thurnberger is Mr. [indiscernible]. As representatives of the auditor Ernst & Young [indiscernible] NBH, Alexander [indiscernible] and Isabel [indiscernible] are connected by a visual and -- In accordance with section 3, para 1 Corporate COVID-19 Regulation, the AGM is broadcast in full in video and audio in real-time on the Internet. By broadcasting the AGM on the Internet, all shareholder via this acoustic and optical connection, and thus particularly see the presentation by the management board. Here, the answers to shareholders' questions and the voting procedure. This live transmission as a virtual general meeting does not -- and no remote voting section 102 para 3, No. 3 Stock Corporation Act and Section 126 of the Stock Corporation Act, and it is not a 2-way connection. The participation rights of shareholders, in particular, the voting rights. The right to propose resolutions and the right to raise objections may be exercised exclusively by granting power of attorney and instructions to one in the annual general meeting. Each shareholder is entitled to request information concerning the affairs of the company or the group, and the companies included in the consolidated financial statements to the extent necessary to properly evaluate an agenda item. Business judgment. It may significantly prejudice the company or an affiliated enterprise or if disclosure would constitute a criminal offense. We would like to expressly point out that the right to information pursuant to section 118 Stock Corporation Act can be exercised by the shareholders themselves during this virtual Annual General Meeting by means of electronic mail by submitting an e-mail. Hence, shareholders have the opportunity during the Annual General Meeting to submit their questions to the company electronically in text form within a certain time window after the opening of the AGM. Please use the question form, which is available on the company's website. If this question form is not used, the person of the declarant name company, date of birth, company, register number of the shareholder must be named in this e-mail. In addition, either the past what's specified in the proxy form should be provided or the identity of the post section 13, para 2 Austrian Stock Corporation Act in order to enable the company in case of doubt to establish the identity of and consistency with the deposit confirmation. Questions received by the company will be read out and answered -- Shareholders, therefore, have the opportunity to react to developments of the Annual General Meeting themselves, for example, by asking follow-up questions. The Chairman will structure the course of the Annual General Meeting similar to an attendance meeting and will announce, in particular, a specific time [indiscernible] of new motions, the casting of votes or changes to the instructions regarding the casting voting on onre or more items on the agenda, but also of raising of objections to one or more items on the agenda to the relevant special proxy. Even during the annual General Meeting up to a -- for this purpose, please use an e-mail to the e-mail address of your special proxy to which you have also sent the power of attorney. These are the addresses. [indiscerniblel.caimmo@hauptversammlung.at, [indiscernible].ca.at, [indiscernible].caimmo@hauptversammlung.at Please send the e-mail from the same e-mail address that you indicated on the proxy form. In this e-mail, the person making the declaration must be named, company name, date of birth company, which is a number of the shareholder. And the conclusion of the declaration must be made recognizable by reproducing the signature of the name or otherwise, in uniformity with the power of Attorney. Please note that during the Annual General Meeting, only electronic communication with your special proxy is possible via the e-mail addresses, telephone, including written communication via cell phone by Whatsapp, et cetera. The time up to which instructions regarding the submission of motions, voting and objections are possible will also be determined by the Chairman in the course of the general meeting. This point in time, we'll probably be close to the [indiscernible] to briefly interrupt the virtual Annual General Meeting in order to properly process the shareholders' questions or instructions to the proxies received during the Annual General Meeting. [Interpreted] So much in summary about the course of today's. Thank you very much, Mr. [indiscernible]. We continue to -- thank you for the explanations, and hereby order that today's main meeting shall be held in the manner announced in the convocation and just described. The attendance list will be completed and signed by me before the first vote. Furthermore, the management board informs today's Annual General Meeting in accordance with section 65, para 3 Austrian Stock Corporation Act that as of today, the company holds 5,780,037 treasury shares in total, of which voting and dividend rights are suspended. This corresponds to general meeting of August 2020, the number of treasury shares has remained unchanged. And now entering into the agenda of the 31st Annual General Meeting, I may inform you at this stage that all of the companies proposed resolutions on all agenda items where properly published proposals for agenda Item 8 were also published in due time on the 27th of April 2021. Now item 1 on our agenda, presentation of the adopted annual financial statements and consolidated financial statements as of 31st of December 2020, together with the management reports of corporate governance reports a proposed appropriation of profit and the Supervisory Board report for the 2020 financial year. We adopted annual financial statements, including the management report and corporate governance report of the management board advisory board for the 2020 financial year were made available on the company's website. The business year 2020, the Supervisory Board performed it starts to the extent required by the law Articles of Association of the rules and procedure. In the process, the Supervisory Board continually monitored and advice the management board on the management of the company providing us with some detailed quarterly reports and other verbal and written reports. The Supervisory Board was informed in full and in good time about measures requiring its approval. The management board explained any deviations from budgets and targets. Decisions and measures taken by the management board were transparent, close contact between myself as the Supervisory Board Chairman and the CEO underlined the openness of exchanges on matters of relevance to decision making. All developments in the company were reported to the Supervisory Board promptly and in full, no objections were raised. On the main areas of activities of the COVID-19 pandemic, both in global and macroeconomic terms, in its 9 meetings, the Supervisory Board of CA Immo also dealt intensively with the effects of the pandemic on economy as a whole and on the real estate sector and the business performance of CA Immo, in particular. The management board provided ongoing -- the Supervisory Board also focused on numerous real estate acquisitions and sales in Germany and Poland, approving the purchase of the [indiscernible] classic 20 property in Berlin and the [indiscernible] 14 property in Warsaw. Another transactions. In addition, the approval of the issuance of 2 bonds were on the agenda in the reporting year. As part of the regular reporting that the management board, the key topics included legal proceedings and risks, developments on the financial and real estate markets, including the resulting opportunities and risks and the valuation of real estate. In addition to topics relating to ongoing business activities, evaluating the organization and working methods of the Supervisory Board and his committee was central to an annual self-assessment exercise. The results of this evaluation on the compliance report were discussed in Corporate Governance Report of the Supervisory Board and to the Corporate Governance Report, both published in the annual report. With regard to principles of the remuneration system for the management board in 2020, on which I have always provided information at this point in previous years, I would like to refer to the remuneration policy, which like the remuneration part itself, is available on the company's website, and will be or has been submitted to today's Annual General Meeting for resolution. Finally, I would like to point out that the annual financial statements and the consolidated financial statements for 2020, including the management [indiscernible], all documents making up the financial statements, the proposal on the distribution of profit, the auditor reports and the corporate governance report were reviewed and examined in detail by the Audit Committee at its meeting of 22nd of March 2021 in the presence of the auditor and the management board members. The Supervisory -- 96 para stock Corporation Act. At the same time, the Supervisory Board's report of the Annual General Meeting was adopted. The management Board's proposal for the appropriation of profits provides for a dividend of EUR 1 per share entitled to dividend. I may now give the floor to the management board to report.
Andreas Quint
executive[Interpreted] I would like to welcome you to our virtual AGM most cordially, not just in my own name, but also in the name of Andreas Schillhofer and Keegan Viscius. My colleagues on the management welcome our shareholders. I welcome the special proxies who are present at the meeting room, but I also welcome guests, journalists and all others who contribute to today's AGM, either on-site or virtually. I'd like to start the presentation of the management report and the highlights of the business year 2020. Mr. Schillhofer will present the results of the 2020 business year in somewhat greater detail, Mr. Viscius will comment on the portfolio of activities. And under item 5, I will say something about our ESG topics. And in conclusion, Mr. Schillhofer will give you an outlook for the coming months of CA Immo. 2020, as you are certainly aware, was the year when the pandemic began. This core economic terms, it led to losses and setbacks. I'm sure you are interested in hearing how CA Immo coped with this difficult year. For us, it was a test, which clearly showed showed our business strategy works. Our strategy is to focus on prime office properties, managing them, owning them in Central European capitals in prime locations with excellent high quality tenants. This strategy has proved to be stress resilient with very good results. You will remember that 2018 and 2019 were record years. And in 2020, we have recorded further improvement in all -- These are just the most important highlights for the business year 2020. We recorded an increase in rental income by 7% to EUR 236 million. That is plus 8%. And the COVID-19 effect on the income statement in the amount of minus EUR 7.8 million, not particularly high. Those are mainly receivables in default, which we had to accept. Higher rental income and net income from disposals, EUR 51.9 million. That was [ 261 ] EBITDA like-for-like, plus 29% to EUR 221.1 million. We had a positive revaluation result in 2020 of [ 183.7 ] on portfolio. During the pandemic, Germany proved to be a safe haven. We represented there was almost 50% of our portfolio. And together with project developments, this led to a strong revaluation result in the year of the pandemic. FFO 1 of EUR 133.8 million, that is plus 0.4% as compared to the previous year, which means that we surpassed the target, which we had set ourselves for EUR 21.05 per share, adjusted for a dividend payout of EUR 1. The EPRA NAV decreased by 10%. So as you can see, despite unfavorable circumstances, we've had a stable and successful year 2020. Our portfolio contains of Berlin and Munich, but also in Warsaw. 2 projects in Berlin and Munich were completed and 3 acquisitions, 2 in Berlin and 1 in Warsaw. But total rental [indiscernible] is 80,400 square meters. Additional purchases were financed through 8 disposals of nonstrategic properties in 2020 at book value or even above book value. This is what we call strategic capital rotation. In recent years, we exited from numerous nonstrategic markets and nonstrategic properties. 97% of the invoiced rent was received, which tells us how good our tenant structure is and we were extremely successful in our letting activity, 136,200 square of 94.8%. With our project developments, we achieved considerable progress in 2020. 4 German projects were completed on schedule. A construction work on the [indiscernible] blow project in Berlin was begun, and we concluded a huge rental contract for 35,000 huge office building, upbeat as it's called. Further highlights of 2020, our bond issues. We issued a benchmark bond and a green bond. The benchmark [Audio Gap] million net proceeds, maturity is 7 years, and the coupon is 0.875%. And that was before the pandemic began. In the course of the year, during the pandemic, we issued a green bond and a coupon of 1.0%. And with this green bond, we issued the first bond of this type in our competitive environment. So we were pioneers in this respect, and we will tell you more about that later on. You can see there is not much difference between the coupon of the green bond issue and the benchmark issue. This shows you that -- Our liquidity position and our financing structure was further optimized in 2020. The net proceeds of the green bond will be used for the refinancing or financing of sustainable buildings because this is the varying framework together with Sustainalytics as our partner to make sure that investors who invested in this green bond can be sure that the money is used appropriately. In 2020 to develop further in respect of ESG, particularly in our project development activities, we advanced sustainability certification. Meanwhile, 69% of our investment property is, if you include objects in the process of certification, it's even 78%. So we are making fast progress. We continued our initiatives aimed at reducing our CO2 footprint by converting our buildings to green electricity and ecogas in all of the United Nations, and the issue of the green bond reflect our commitment to a transition to a low-carbon sustainable. In September 2020, we were honored by APRA. And received the [indiscernible] SPPR award. It was our first participation, and we are making every effort to further improve our transparency and the detailed depth of sustainability reporting. My last diagram as part of my introduction, I'd like to show you -- represents CA Immo, speaks for itself. Since 2016, we have -- our share price increased by more than 120%. The comparative curves of the bond [indiscernible] than we did. Now with these brief statements of the highlights of 2020, I hand over to Andreas Schillhofer.
Andreas Schillhofer
executive[Interpreted] Thank you very much. I think on the occasion of today's AGM of CA Immo, I hope you're all in good health, no matter from where you are watching. I will be presenting our results for 2020. Let me start with the net rental income overall, we recorded an increase by 8% to EUR 210 million in our portfolio and strong portfolio growth. Our new office buildings, [indiscernible], were completed and 2 buildings at grasblau in Berlin were taken over as well as a building in Warsaw, which generated rents to EUR 7.8 million due to the pandemic. EBITDA like-for-like increased by approximately EUR 52 million, which is primarily due to the sale of the Cube property in Berlin. We adjusted EBITDA for potential court charges in connection with the claim for [indiscernible] in a net result of EUR 254 million. Now a few words about the revaluation result. First of all, I should like to point out that as of the end of December, our entire portfolio was appraised above all in Berlin. So the evaluation was EUR 275 million. At the same time, we recorded negative results from our hotel business in Central and Eastern Europe. So the value of the total real estate portfolio increased by 3.8% compared to -- despite a challenging market environment, our FFO 1 remained stable at EUR 134 million. As you can see on Page 17, the FFO 1 bridge from -- come through higher occupant spent -- occupancy of the portfolio, the completion of the office real estate in Berlin, [indiscernible]. This amount is primarily due to the robust business model of CA Immo, in particular, to the combined value creation through asset management, investment management and the planning and higher financing costs are primarily due to the absence of dividend payments in connection with the Immo Finance participation, which we sold in December 2019, and an increase in interest expense in connection as a strong balance sheet and strong ratios. Given portfolio growth, total assets increased to EUR 6.8 million, which corresponds to an increase by 16%. Our equity increased, the net loan-to-value, which is the ratio of net indebtedness to investment property was 33.8%, which is within our target corridor. CA Immo is one of the most steady -- And CA Immo's liquidity position was EUR 935 million. This is mainly due to the issue of the 2 bonds in 2020. Our unencumbered property continuously increasing this percentage, which underpins our ability to use the real estate market for further growth for CA Immo. Let me move on to financing. As I said already, 2020 was marked by capital measures, a number of capital measures. Before the COVID-19 pandemic broke out in February, to issue a euro bond very successfully. In October 2020, well, the first real estate company in the German-speaking region to issue a green bond with a coupon or have sustainability certificates or the primary energy consumption of which is at least 25% below the national standard. Examples are the grasblau project in Berlin, Mississippi and Missouri Park in Prague. Through this green bond transaction, we underline our commitment to a sustainable economy. And at the same time, we ever optimize our financing structure. In 2020, we placed EUR 850 million with a weighted maturity of just over 6 years and a coupon of 1%. And the position of CA Immo as a recognized and [indiscernible] solidated. Our dividend proposal is EUR 1 per share, same as last year, a robust business model shows that even in a challenging market environment, we can pursue our dividend policy. The payday is 21st May, 2021. With this, I hand over to Keegan Viscius, who is going to give you an update on the investment property.
Keegan Viscius
executive[Audio Gap] an uncertainty in 2020, including an economic recession, the office business model being questioned and the persistent underlying health risk threat. Though the long-term implications of the past 12 months are still unclear. We are proud of what we have achieved and we can confident -- Operationally, we've achieved a number of milestones in a challenging year. And I believe our swift and comprehensive response to the crisis allowed us to navigate the market dislocation and to improve the underlying fundamentals of the business. I'd like to take the opportunity now to thank all the [indiscernible] what we accomplished in 2020. To start, I would like to summarize the key strategic pillars of our business and what makes us strong, to set out key portfolio metrics for the year and to highlight some operational activity across the portfolio. Fundamentally, CA Immo is an investor, manager and developer of commercial real estate. We believe in the integrated in-house value chain of activities, ranging from asset management through to investment as well as -- profit margins provide optimal services to our stakeholders and to unlock value creation opportunities across the real estate cycle. Our portfolio is positioned across prime locations in major European urban markets. And we believe in the funds of talent and innovation and to attract the most liquidity and demand as well as benefiting from above-average rates of growth. Our focus is to operate as a single sector multi geography office specialist where we can achieve risk-adjusted returns from core, core plus risk through to opportunistic risk taking. From a balance sheet perspective, our aim is to minimize cost, maximize flexibility while maintaining adequate liquidity, in particular, during the uncertain times. Securing assets in excellent locations and established and emerging submarkets where we look for high-quality, sustainable certified assets with rental reversion and re-rating potential as well as old, inefficient tired assets in strong locations with value creation potential. With our in-house skill set to develop and redevelop, we can undertake grid-up development from the planning phase onwards as well as redevelopment of existing assets into the highest quality, most efficient and resilient properties with an emphasis on clean, green, healthy, safe, innovative space. Operationally, our focus is on lease restructuring and capturing rental reversion, light refurbishment, rebranding and improvement of operational efficiency and to increase the level of services and to improve the occupier experience. We seek to sell assets when we can monetize future profit, highest quality, potential and resilience. The portfolio remains roughly balanced between Germany and Austria and Central Europe, where Germany will increase over time organically as the development pipeline of office is completes. Berlin and Munich, which are 2 of the strongest office markets in Europe remain our top 2 city exposures with 24% and 18% of income producing assets, respectively, while office remains our single largest sector, which will also increase over time as developments are completed. And stand [indiscernible] percent year-on-year with development completions and external acquisitions offsetting disposals. Occupancy remained in the comfort zone at 95%, with income increasing 9% to EUR 238 million. Our occupational base is anchored by blue-chip tenant, a great credit rating or government-backed. There's no sector dependency due to the diverse tenant structure and all leases are denominated in euros, with over 90% of leases indexed for inflation. Take-up was down during the course of 2020, with rents ending mostly flat for the year. However, CA Immo's portfolio is significantly -- despite the softening of the leasing market, we were able to push rents in a number of instances and at least hold rents flat in most cases. With regards to leasing across the CA Immo portfolio, we signed over 136,000 square meters of leasing, which is 10% of the total portfolio with the most new leases and expansion. Full year rent collection was 97%. 2020 investment volumes fell year-on-year across most CA Immo markets with a continued slowdown notice, in particular, in the value-add and opportunistic end of the risk spectrum. However, demand for core prime office assets has remained robust, with no meaningful negative impact on pricing. And in a number of our markets, we've actually continued to see pricing advance and remain 6 disposals in total of EUR 333 million of gross proceeds at a 21% premium average to book value. We also closed 3 acquisitions totaling EUR 208 million. We screened 191 deals in total, 30% of which was sourced off -- looking at the 3 investments that we made last year. The 2 German deals are well located, inner city office assets in the heart of Berlin with significant rental reversionary potential. Post-closing, we've managed to sign our first lease at [indiscernible] on the left where we more than doubled rent and outperformed our underwriting by over 20%. The Warsaw investment in the middle is an example of a high-quality green modern building, which we bought from a motivated seller at a yield exceeding -- driving high equity cash-on-cash returns. That concludes my section of the presentation, and I thank you for your attention.
Andreas Quint
executive[Interpreted] Thank you very much, Keegan. Investment property, but project development is also important for us. For those of you who are not dealing with project development on a daily basis, let me briefly plan what the added value chain is like in project development. We have a significant land bank in different stages of project development clarified. Of course, we try to create value through appropriate zoning. In 2020, was our big Millennium property in Frankford, we made progress. And a contract has been concluded closer to obtaining the right to build there. Now we are preparing further planning steps in order to come closer to a building permit. For the Upbeat project in Berlin, we're now in the planning phase. We are submitting in the course of 2021. Recently, we succeeded in concluding a rental contract with Deutsche Credit Bank for almost 35,000 square meters for 20 -- above pre-let at 100%. In Berlin, [indiscernible], [indiscernible] is being implemented. Construction work has started. And we expect the project to be completed in 2020. In this case, we had a 100% pre-let with KPMG even before construction started. And we expect a yield on cost in the first quarter of 2021, 100% pre-let before completion and a yield on cost of 7.3%. For us, it's important to show these -- of project development activities and project completions. Everything depends on local conditions, but there are many projects in different stages of development and different stages of value creation. Whenever a milestone is reached, the property gains in value, which is reflected in the revaluation result more to value creation in project development. The same holds for residential relisted. There are 2 big projects in Munich. We are still in the process of zoning, but also in the planning process. One is the [indiscernible] in Munich, progress has been achieved in terms of zoning. We were able to petition for [indiscernible] as it was already decided in 2016. We have a 14-hectare plot of land. They're completely unused and the percentage of [indiscernible] has been completed. In fact, the project has been sold already. And the transaction has been closed. So what I said earlier about office real estate also applies here. So we still have things -- many things in the pipeline. Here are the projects for [indiscernible] project development [indiscernible] in Berlin, 100% let a [indiscernible]. And the office and hotel part -- This is what we retained, we only sold the residential part and the book value is EUR 84.6 million. Those are the project developments taken over into our EUR 1 billion in the process of implementation, ranging from a smaller project in [indiscernible] to, one, the big high-rise in Frankfurt, Mississippi and Missouri and Prague, EUR 64.5 million investment volume, the [indiscernible] rented out to KPMG. [indiscernible], which was starting to invest approximately EUR 300 million of the EUR 1 billion, I mentioned. EUR 600 million are still to be invested in the coming months and years. And ultimately, we are going to have one -- we will add 165,000. Now let me show you a few nice pictures on the left-hand side. This is grasblau in Berlin. M&M. This stands for Mississippi and Mitsui and Prague. This is close to the reserve riding along the river. And tenants, as long as they are not working, have a great view of the river in Prague, then [indiscernible] KPMG, zig-zag in mind, also close to the Rhine and our 1 high-rise building in Frankfurt. And you look at the Webcam and 1 Frankfurt. On the Internet, that the facade is almost completed, and the building looks almost the way it looks here. And in turn -- interior furnishing will be driven ahead and advanced, a significant letting success for us. In Berlin in the first quarter of 2021, we concluded a long-term leasing contract with [indiscernible] Bank, which is a subsidiary of [indiscernible] Bank for a 35,000 square meters rentable space. Well, you probably can't imagine what 35,000 square meters mean. It's one of the [indiscernible], which shows how successful one can be even in such a situation, and we were successful indeed, which shows that the future of office properties is a good one with this beautiful building in a couple of years. It will be certified according to DGNB Gold Wire Score Platinum and Well-being Gold. Those are the standards according to which the building will be certified. We're going to develop a comprehensive package of the most advanced digital functions. It's going to be a highly advanced office building, a great fit for our portfolio to start construction at the end of this year, and the project will be completed at the end of 2025. This is the European quarter in Berlin shown in dark red, our property. This is the [indiscernible] led to KPMG. And the blue at the upper right-hand corner is our Upbeat, which will be added to our portfolio. The yellow surfaces reserves, which we still hold in these buildings. So we can't start working there yet, but it will be part of our portfolio one day. So my last chapter for today is environmental, social and corporate governance. As I said, this is a sustainable operation not only since 2020. The ESG topic is firmly rooted in our organization. And as you can see here, this concerns not just a single area, it concerns our asset management, our development, our investment management and numerous other areas such as compliance or EPRA awards for exemplary sustainability reporting. Our sustainability reports have been honored by a well-known rating agency. Yes, it's about climate and energy, but it also concerns sustainable sourcing, sparing use of resources, sustainable development of urban quarters, FX, corporate, governance and compliance. This has all been published. We have set ourselves a large number of individual targets and measures for our sustainable operations, and we implement these targets. We have taken a number of initiatives in the field of environmental protection and climate protection. We've received the certificate. I mentioned earlier, but what's particularly important is the reduction of the CO2 footprint. CO2 emissions reduced by 12% between 2018 and 2019 and between 2019 and 2020 by another 20%. You might think that project development is an excellent instrument to succeed in highly contested markets and to add new properties to our portfolio of project development in our portfolio has the potential to reduce CO2 emissions, a new building emits far less CO2 than an old building, and remain dirtier than new developments, and this contributes towards our efforts to drastically reduce our CO2 footprint. I know that questions on this topic come up again and again. Therefore, I'd like to tell you how we deal with health. We succeeded in navigating the pandemic well -- both our employees -- We were among the first to react to developments. We introduced working in our Vienna office. We had COVID-19 test kits when self-testing wasn't even allowed in Germany. We provided face masks at an early point in time. And we said that health is our first priority and business travel and meetings with a physical presence were the exception. As a result, we only had -- and this makes us proud because we managed to work to be successful. And at the same time, to pay attention to the health and safety of our employees to the greatest possible extent. So we use the time for one of our regular surveys on employee satisfaction, the return rate was high. And the results were excellent for the company. The survey has made it clear that compared to earlier surveys, we've improved further from a comparatively high [indiscernible] in the framework of our social commitment, we're the right ones. For my outlook, I hand back to Mr. Schillhofer
Andreas Schillhofer
executive[Interpreted] Thank you, Andreas. Well, a brief outlook. First, a few words about the takeover of January. Submitted a so-called anticipated mandatory takeover offer. To announce such an offer, the document was published on the 22nd of February. The price was increased on the 26th of February to EUR 36 per share. Acceptance -- the acceptance period ended on the 9th of April. Both shares and convertible bonds were tendered and currently, 33.85% of all CA Immo shares are held by Starwood Capital. About 99% additional period and extended acceptance period until the 14th of July this year, during which shareholder can still tender their shares. After the announcement of the takeover, a bit -- Moody's put our investment-grade rating under review. This is a normal procedure. Moody's announced that it's unlikely that the preliminary acceptance will lead to a change in the rating. But formally, the rating will only be confirmed after the extended acceptance period. To rely on innovative, digitalized and sustainable office property, this gives us sustainable competitive advantages. We are convinced that despite COVID-19 and people working-from-home, the office will still be the central place for work and knowledge transfer. Our long-term letting of 35 -- our unique land bank in Germany enables us to react early to market developments and to pursue the development of high-quality digital properties in central locations through sustainable -- to secure attractiveness of our portfolio in the long run. In 2021, our organic growth will continue through project development. Moreover, we intend to acquire additional properties, strategic capital rotation will be continued in order to reinvest proceeds from sales in new power -- annual target for FFO 1 will be announced in connection with the presentation of the results of the first quarter at the end of May 2021. That ends my presentation, and I hand back -- [Audio Gap] Thereby continue with the I state that the annual financial statements and the consolidated financial statements for the 2020 financial year, including the management reports, a report of the Supervisory Board and the Corporate Governance Report have been brought to the attention of the Annual General Meeting. I would like to point out once more that I now call all other items on the agenda and ask the notary to present the proposed resolutions. Thank you. On Item 2 on the agenda, resolution appropriating the net profit recognized in the annual financial statements for the 2020 financial year. The management Board and the Supervisory Board proposed that from the distributable net profit recognized in the annual financial statements as of EUR 34,901.81 for every share in the company, which is entitled to dividend at the dividend record date, 20th May, a dividend of EUR 1 shall be paid out. And the remaining net profit shall be carried forward to new -- which is the dividend payment date. The ex-dividend date is the 19th of May, 2021. With regard to this agenda item, I would like to inform you that the company, as of today, has issued a total of 106,425,185 no par shares, which includes 4 registered shares. The company holds, as of today, 5 million -- dividend. Thus, on the total number of 100,645,148 shares of the company entitled to dividend, a total amount of 1,645,100 [Audio Gap] 796,959,753.81 shall be carried forward to new account. Any new shares issued between the publication of the motions for resolutions and the record date end of day on the occasion of the exercise of conversion rights under the 2013 convertible bond are also entitled to dividend -- the 20th of May 2021. No further resolution proposals have been made on the second item on the agenda. Item 3 on the agenda, resolution discharging the members of the management board was discharged as members of the management board or Supervisory Board are subject to a voting ban on these resolutions. This voting ban also applies to shareholder representatives of any shareholders concerned. When determining the voting results for this item and item 4 of the agenda, such voting bans are taken into account by reducing the attendance accordingly. The management board and the Supervisory Board proposes that no further resolution proposals have been made with regard to the third agenda item. Agenda Item 4, resolution discharging the members of the Supervisory Board for the 2020 financial year. The management board and the Supervisory Board [Audio Gap] financial year for this period. I refer once again to the voting ban pursuant to Section 125 of the Austrian Stock Corporation Act, according to which persons who had to be discharged as members of the Supervisory Board are subject to a voting ban on these resolutions. This voting ban also applies to shareholder representatives of any shareholders' concern, no further resolution proposals have been made with regard to Item 4. On item 5, Supervisory Board proposed that for the 2020 financial year, the members of the Supervisory Board are granted the remuneration in the total amount of EUR 327,508.20. Whereby each member of the Supervisory Board receives in addition -- And in addition to the annual payment, members of the Supervisory Board received an attendance fee of EUR 1,000 for each meeting of the Supervisory Board or one of its committees to which they belong. No further resolution proposals have been made with regard to the fifth agenda item. Agenda Item 6, appointment of the auditor and group auditor for the 2021 of the company's annual financial statements and management report and of the consolidated financial statements and group management report to be prepared by the company for the 2021 financial year. I point out that Ernst & Young has duly prepared the transparent [Audio Gap] and this information is also available on the company's website. No further resolution proposals have been made with regard to the sixth tender item. Item 7 on the agenda. Resolution on the company's remuneration report for the 2020 financial year. The management board and the Supervisory Board propose that the Annual General Meeting adopts the remuneration report for the [Audio Gap] on the company's website, www.caimmuo.com. In this regard, I would like to state as follows: in accordance with Section 78C in conjunction with Section 98A Stock Corporation Act, the management board and the Supervisory Board of a public relation report has to provide a comprehensive overview of the remuneration paid in the course of the past financial year to current and former members of the management and Supervisory Board, in accordance with the remuneration policy, including all benefits in any form of the remuneration paid in the course of the past financial year to current and former members of the management and supervisory boards in accordance with the remuneration policy, including all benefits in any form. The remuneration report for the respective fiscal year must be submitted to the analyst resolution cannot be contested according to Section 78B Para 1 of Stock Corporation Act. In accordance with Section 108 Para 1 Stock Operation Act, the management Board and the Supervisory Board must make a proposal to adopt the resolution on the remuneration report. The management Board and the Supervisory Board regarding the resolution of the remuneration report and the remuneration report itself shall be made available on the company's website registered in the commercial register no later then on the 21st day prior to the Annual General Meeting. In the meeting of 24th of March 2021, the management Board and Supervisory Board of CA Immobilien Anlagen AG adapted a remuneration report pursuant to Section 70 IT solution pursuant to Section 108, Para 1 of the Stock Corporation Act. The remuneration report for the 2020 business year has been available on the company's website registered in the commercial register since 15th of April 2021, the agenda. Item 8 on the agenda. Election of 2 persons to the Supervisory Board. The Supervisory Board mandates of Torsten Holstein and Dr. Florian Cochard expire at the end of today's Annual general Meeting. Pursuant to Article 10, Para 1 of the company's Articles of Association, the Supervisory Board shall consist of at least 3 and no more than 12 members. Each holder of the 40 supervisory board shall be elected by the general meeting. Pursuant to Section 88, Para 1 Stock Corporation Act the total number of members delegated by registered shares may not exceed 1/3 of all supervisory board members. Up until now, advisory Board comprised 6 members elected by the AGM. This is complemented by 2 members delegated via registered shares and 4 members delegated according to the Austrian Labor constitution Act. At today's Annual General Meeting, the 2 members would have to be elected in order to equal the previous number of elected members once more. Following a recommendation of its nomination committee, the Supervisory Board proposals that both mandates be filled by nominated by the Supervisory Board, are based on the requirements that was in Section 87, Para 2a Stock Corporation Act and in the corporate governance code. The company's falls within the scope of Section 86, Para 7 Stock Corporation Act. And 2 members delegated via registered shares currently include 5 men and 3 women. The 4 employee representatives contain 3 men and 1 woman. No objection pursuant to Section 86, Para 9 Stock Operation Act has been raised so that the minimum quota requirement pursue into Section 86, Para 7 stock Operation Act has been met with a total of 4 female representatives on the supervisory board. In accordance with Article 10, Para 1 of the Articles of Association and Section 87, Para 7, it in conjunction with Section 86, Para 7 Stock Corporation Act, the supervisors of the Supervisory Board effective at the end of this Annual General meeting for a term of office lasting until the conclusion of the Annual General Meeting resolving upon discharge of the Supervisory Board for the business year 2024. If this proposal meets with approval by the Annual General Meeting, the Supervisory Board of CA Immobilien Anlagen AG shareholder representatives, which further consist of 6 members elected by the Annual General Meeting and the members delegated we have registered shares. The other members are dedicated according to the Austrian legislation and labor relations. The proposed candidates have submitted was or is also available on the company's website, along with the respective resumes. Mr. Holstein and Mr. Kasat have already declared that they will accept the election in the event of their election. Since both Mr. Hollstein and Mr. Kossard have already been appointed as members of the Supervisory Board of Ca Immo and are well-known that personal introduction has been waived. Channel connection and can answer any questions addressed to him. His answers will then be read out. Only motions and election nominations may be put to the vote, which, together with the declarations prescribed by the 27th of April 2021, and published on the company's website by 29th of April 2021. And no such nominations have been received from the shareholders. Agenda Item 9, resolution on authorizations of the management board for the repurchase and sale of treasury shares and the exclusion of the reverse subscription right of the shareholders. Drop the following resolutions. First, the management board is also, as in accordance with Section 65, Para 1 #8, and Para a and Para 1b Austrian Stock Corporation Act for a period of 13 months from the date of the adopted resolution with the consent of the 1 stock of treasury shares must not exceed 10% of its share capital. The consideration shall not be lower than 30% and and shall not exceed 10% of the average unweighted market price at the close of the market on the 10 trading days preceding the repurchase. In the event of a repurchase, we are -- on which the intention to make a public offer is announced. This is income compliance with Section 5, Para 2 and 3 of the Austrian [indiscernible] Act. The management board shall further be authorized to determine the respective other terms and conditions of the repurchase. Trading Acumen Board may reacquire the shares either via the stock exchange or by way of a public offer or with the consent of the Supervisory Board by any other lawful and appropriate way in particular, off-market and or from individual shareholders and under exclusion of the shareholders pro rata rights. With the subscription right. The authorization may be exercised in full or in part or in multiple partial amounts and in pursuit of 1 or more purposes by the company all by third parties for their account. The authorization may be exercised repeatedly. Two, the shareholders repurchase right or subscription right of shareholders with respect to the utilization of treasury shares are excluded. Three, in addition, the management board is authorized, with the consent of the Supervisory Board, to transfer the acquired treasury shares via the stock exchange or by way of a public offering and to determine the terms and conditions of the transfer of shares without an additional resolution by the general meeting. Further, the management Board is authorized with consent of the Supervisory board for the period of 5 years from the day to transfer treasury shares using a different legally permitted method of transferring than via the Stock Exchange offering. To decide on a potential exclusion of preemption rights or subscription rights of shareholders and to determine the terms and conditions not limited to the transfer of treasury shares by using a different legally permitted method of transferring than via the stock exchange or a public offer for the following purposes. One, in order to be able to transfer the shares in exchange for noncash contributions, provided this is done for the purpose of also indirectly acquiring enterprises, businesses, business units interests in 1 or several companies or properties and property portfolios [indiscernible] executives as well as members of the management board of the company or its subsidiaries for purposes of remuneration; and three, to resell the treasury shares with partly or entirely excluding the shareholders' repurchase right; four, the management board is furthermore authorized with the consent of the Supervisory Board to reduce the company's share capital pursuant to Section 65, Para 1 #8 last Sentence Stock Corporation act in conjunction with Section 192 Stock Corporation Act by canceling the threshold shares without title to adopt a resolution to amend the articles of association resulting from the cancellation of shares. Five, all authorizations may be used once or in several occasions in whole or in part individually or jointly. Six, the authorizations adopted by the General meeting held on ninth of May 2019 and the agenda Item 8 with regard to the repurchase and transfer of treasury shares shall -- for the treasury shares held by the company at the time of this resolution, the provisions of this resolution shall apply. For further justification and explanations of the proposed resolution on item 9 of the agenda, reference is also made to the report of the management Board published on the company's website, in connection with the authorization of the management board to exclude the shareholders pro rata right to sell their shares in the course of an off exchange repurchase of treasury shares and to exclude the pro rata right to purchase and over the stock exchange or through a public offering. In line with Section 65, Para 1b, in connection with Section 153, Para 4 stock report has also been submitted to the Annual General Meeting. And thereby, I mean, I hand back to the Chairman.
Unknown Executive
executiveThank you very much. I hereby declare that the presentation of the reports and proposed resolutions on all agenda items will be closed [Technical Difficulty] Dear shareholders, thank you once more for your patience. We have used this brake in order to deliberate on the 4 motions that been presented with so we now come to the voting. And in connection with the voting, I would like to note that in Item 1, there is no resolution to be taken. So we come to Item 2, and the motion that was read out before is preserved. I bring to the vote of the proposal for resolution that the dividend of EUR 1 be distributed on each share of the company from the distributable balance sheet profit of EUR 897,604,901 shown in the annual financial statements. Who is against such motion? Molting card [indiscernible]. No further votes against. Who abstains? No abstentions. The results on the worth of vote of Item 2 for votes 59,767,549 corresponding to 99.976396%. Votes against, 14,111 corresponding to 0.023604%. The number of shares for which valid votes were cast, and/or total number of valid loads cost 59,781 660, and the stake of the share capital represented by this vote is 60.5%. In connection with the voting procedure, I would like to say that the capital of the -- currently amounts to eur 773,711,094.95 and is divided into 106,425,185 no par value shares, namely 106,425,181 [indiscernible] shares and for registered shares. I will also announce a percentage of yes and no votes in relation to the total number of all votes of the company as I've just done. All votes will be taken in accordance with the subtraction procedure. In this procedure, no votes and abstentions are counted and deducted from the total number of votes represented. This results in the yes votes. To vote the 4 special proxies use their instruction or voting cards that they received before the meeting. The corresponding number of shares is recorded by entering the respective instruction of voting cards into the IT administration system. The voting cast -- for a better recording, the instruction and voting cast will be read out loud by Notary Dr. [indiscernible]. And this takes us to Item 3 on the agenda, the resolution discharging the members of the management board for the 2020 financial year. I note that voting restrictions pursuant to Section 125 of the Stock Corporation Act already recorded in the IT system and are taken into account in the voting. I Hereby put to the vote the proposal to grant discharge to the members of the Executive Board for the 2020 financial year. Votes against? Instruction [indiscernible]. No further votes against. Abstentions? Instruction card owner, no further abstentions. This is the result of the vote on agenda Item 3. Votes in favor, 55,458,941, corresponding to 92.779591%. Votes against 4,315,995, corresponding to 7.220409%. Number of shares for which valid votes were cast, and total number of valued votes cast Fifty 59,774,936 million. The stake of the share capital represented by these votes amounts to 60.5%. On objection for shareholders, abstentions are 6,724, and abstentions are not part of the valuables, and therefore, have no impact on the result. Mr. Chairman, I raised objection for the minutes on this decision for the voting cards for 5, 6, 7, 8, 9, 10, 30, 31, 37, 649, and 650. Thank you. Thank you. On Item 3, motion has been presented by Mr. Willing as a special proxy, and we admitted for a vote. So Mr. [indiscernible], I would ask you to, again, reach out your motion. I'm going to read it out again since it's very long, I see Mr. [indiscernible] says, I'm going to read more quickly and the interpreters have to -- sorry, but we cannot possibly interpret at this speed. [Foreign Language]
Unknown Attendee
attendeeIn accordance with 130 stock operation rate special audit shall be conducted in order to check whether the management board or some of its members have violated the confidentiality duties and the duty to ensure ad hoc publication by having forwarded information about individual objects to say [indiscernible]. [indiscernible] in this context includes the main shareholder as well as [indiscernible]. B, to have made collusion about the valuation of object with Starwood, to have deceived -- deliberately deceived analysts to the benefit of Starwood, and to have given information to Starwood about pending massive upward valuations in the fourth quarter. The interpreters point out that we can just summarize what is now being read out so quickly. In the context of these violations of duty of the members have been involved in these violations, the special audit will have to answer the following questions. When, for what purpose and what information about individual properties have been communicated to Starwood? Has the management board acted in breach of duties or not? When and how where analysts received that the management board or the management in 2020? To what extent was that subject of meetings and discussions in the management Board and supervisory Board for? What collusion made with Starwood about the evaluation of individual objects of [indiscernible]? Five, Where there are other discussions and/or collusion will start it with a view to the relevant topics? When where the meetings conducted? What was the content? Who was involved. Six, when and how were the decisions made about the upwards valuation in the fourth quarter 2020? Who was involved in this decision? What was the basis of decision? Seven, when was Starwood informed that in the fourth quarter 2020 upwards valuations were conducted? Did the management board and its members act in accordance with the duties? Eight, what was the basis of decision for the ad hoc notice about the upward valuation and the connected positive revaluation of EUR 180 million only on February 20? Nine, was the -- were the issues and activities of the management board of this motion also were involved? Did they act in accordance with the duties? 10, were the Supervisory board or individual of its members informed about any meetings or collusion will start would about violations of duty of the management board? 11 was the Supervisory Board [indiscernible] This is for decision. 13, did the supervisory Board addressed the relevant topics have individual members of the advisory Board acted in breach of their duties? 14, where was the topic of collision of interest in the Supervisory Board, particularly with a view to the 3 representatives of soft and Clint evaluated? Where the 3 representatives of soft Cline in the Supervisory Board, Jeffrey Gordon, Dishner Proton and Lora Mestari informed about any deliberations and decisions of the supervisory board on the relevant topics? And were the [indiscernible] companies suffered losses from these violations of Duty? 17, in the context with the fraud law firm, can consult Jonas Plaza within the context of [indiscernible], if [indiscernible] should not assume the mandate, [indiscernible] is going to be the replacement special auditor. The [indiscernible] CPR have already confirmed that there is no grounds for buyers regarding their appointment. The President of the [indiscernible] chamber of Lawyers is authorized to conduct an indicative banded for audit according to Austrian law with a maximum amount for the for the fee. And before we come to the vote, 2 more points in the 2 resolutions, for Items 2 and 3. I read out the results of the vote. And since the figures were so clear, I did not say what I would now like to say explicitly that due to the results of these votes, the motions were accepted and approved with the necessary legal majority. Now for the special audit motion, we come to the vote. But let me ask Mr. [indiscernible]. Since this was the question, whether [indiscernible] represented by him is going to vote? Yes. Yes, SOS clime is going to vote.
Unknown Executive
executiveSince I have to now decide whether I admitted, I admit their votes. We now come to the vote on the motion for a special audit as has been read out by Mr. Wil Fing. And I ask you, are there any votes against? Instruction card browner, instruction card willing, instruction cards [indiscernible], no further votes against. Are there abstentions? Instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible]. No further abstentions. Yes, votes 4,315,995 million corresponding to 12.419015%. Votes against 30,437,124 million, corresponding to 87.580985%. Number of shares for which valid votes were cast, 25,028,541 million, and I thereby note that due to the [indiscernible] rejected, Mr. Chairman, I raised objection against this decision for the shareholders with the cards 4, 5, 6, 7, 8, 9, 10, 30, 31, 649 and 650. So we proceed. And on the vote on Item 4. The resolution discharging the members of the Supervisory Board for the 2020 financial year. I note that voting restrictions pursuant to Section 125 of the Stock Operation Act already recorded in the IT system and are taken into account in the voting. I hereby put to the vote proposal to grant discharge to the members of the Supervisory Board for the 2020 financial year. Votes against? Instruction card [indiscernible], instruction agenda Item 4, votes in favor 55,063, 367, corresponding to 92.210856%. Votes against 4,651,258 million, corresponding to 7.789144%. Abstentions, 67,035. Number of shares for which valid votes were cast, 59,714,625. Stake of the share capital represented by these votes, 56.11%. I note that the motion has been carried with the required legal majority. Again, on this point, there was a special motion. Chairman, before we come to that, I raise an objection on Item 4, voting card numbers 4, 5, 6, 7, 8, 9, 10, 30, 31, 37, 649 and 650. Okay. This takes us to the motion on the special audit that you announced before, which I now ask you to read out.
Unknown Attendee
attendeeThank you. Persaunt to Section 130 of the Stock Corporation Act, a special audit is to be performed to establish if the management board violated its duties in 2020 by -- despite distortions in the share price triggered by Starwood Financing on the share packet, SOF Eclipse and hedging, short selling of SOF [indiscernible] and the financing banks did not acquire own shares. It's also to be established if the management board violated its scope of discretion or colluded was Starwood Capital to the detriment of its shareholders. The persons referred to are called Starwood in connection with the violation of duty by the management board. It is to be established if and to what extent, members of the super mass report violated their duties. A special audit has to clarify the following question. First, did the management board, in 2020, discuss the acquisition own shares on the basis of the authorization granted by the 32nd AGM in 2019? On which basis was the decision taken not to acquire own shares? Second, did the management board take decisions? If so, on what basis? Third, where the Supervisory board and some individual members informed? Did the supervisor board, content of the conversations where decisions taken on the SP? Were information and considerations used as a basis for the management board decision complete and correct? Were the decision base is continuously evaluated? Did the management board and the act in accordance with their duties? Was the topic of a conflict of interest on the Supervisory Board regarding the [indiscernible] 3 representatives of SOF [indiscernible] as main shareholders? Were the 3 representatives of [indiscernible], Joffre Gordon Dinosaur Braden and Laramee informed about the decision? Where their conversations or was their collusion was Starwood about not to buy own chains? What was the content of the agreements with Starwood? Did Starwood have any benefits due to the management board decided not to buy on how to be taken into account? What's the loss, the company and its shareholders incurred through the decision by the management board not to buy own this in 2011? 11, in connection with these questions, related questions. And fact, to be investigated. A clarification is felt necessary by the special auditor? The special auditor is [indiscernible]. [indiscernible] has the right to be supported by Jonas Platts. If [indiscernible] cannot accept the mandate, the substitute special auditor will be [indiscernible]. [indiscernible] have already confirmed that there are no grounds of buyers and reasons for exclusion. The President of the Chamber of Lawyers is authorized to submit -- to agree what the special audit on the basis of an indicative of to determine the fee up to a certain maximum amount was in 4 months. Thank you. So we move on to the vote on this motion, who is against the motion? Instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible]. no further objection -- No further no votes. Abstentions, instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible]. No further abstentions. Is the result of the vote? Yes votes, 4,325,995, that is 12.419015%. No votes, 30,437,124. This is 87.580985%. Abstentions, 25,028,541. Number of shares for which valid votes were cost 34,753,119. Share capital represented by these votes, 32.65%. So the motion has not reached the required majority and has, therefore, been rejected. I object for voting cards 4, 5, 6, 7, 8 in 9, 10, 30, 31, 37, 694 and 650. We move on to Item 5 on the agenda. Resolution on the remuneration of the supervisory Board for 2020. The management Board and the Supervisory Board propose that the AGM adopt the following resolution for the financial year 2020. The members of the supervisory report are granted a remuneration of EUR 327,508.20, whereby each member of the supervisory Board receives in addition to the reimbursement of cash expenditure, fixed annual remuneration of EUR 30,000. The Chairman, we think twice and his EBIT is 1.5x the fixed remuneration in addition to the annual payment members of the supervisor report receive an attendance of EUR 1,000 for each meeting of the Supervisory Board, or 1 of its committees, which they belong. No vote. Abstentions Upon [indiscernible] instruction cards. No further abstentions. Now I'm being challenged. The result of the vote is 59,779,891 votes that corresponds to 100%. No votes cast abstentions, 1,769. The number of shares for which valid votes were cast, 59,779,891, which corresponds to 56.1% of the share capital represented. And I herewith note that the motion has been carried unanimously. We continue with the next vote agenda Item 6, appointment of the auditor and group auditor for 2021. The Supervisory Board proposes that the AGM adopt the following resolution, [indiscernible]. [indiscernible] annual financial statements management report and the consolidated financial statements and group management required to be prepared by the company for the 2021 financial years. Any -- no vote instruction card [indiscernible], instruction card [indiscernible]. Abstentions, instruction card [indiscernible], inspection card [indiscernible], and instruction card [indiscernible], no further abstentions. And here is the result. Yes votes, 59,758,708, corresponding to 99.964565%. No votes, 21,183 corresponding to 0.035435%. number of shares for which are abstentions, 1,769. Number of shares for which valid votes were cost, 59,779,891, which corresponds to 56.7% of the share capital represented. I would note that the motion has been carried by the required 7 of the agenda. A resolution of the company's remuneration report for the 2020 financial year. The management board Supervisory Board propose that the AGM adopt the following resolution. The remuneration report for the 2020 financial year shall be adopted as in the course of preparation of the AGM published on the company's website. Who is against this motion? Instruction card [indiscernible] and [indiscernible]. No further -- no votes. Abstentions construction [indiscernible], instruction card [indiscernible], instruction card [indiscernible], no further abstentions. And here is the result on agenda Item 7. Yes votes, 56,543,555, that is 95.605171%. No votes, 2,599,224 million, corresponding to 4.394829%. Abstentions, 638,881. Number of shares for which valid votes were cast, 59,142,779. And share capital represented 55.57%. I note that the motion has been adopted by the legally required majority of votes. We move on to Item 8 on the agenda, election of 2 persons to the Supervisory board. On this agenda item, Mr. [indiscernible] submitted a motion. It concerns the size of the Supervisory board and shareholder SOF 11 [indiscernible], represented by cards 1, 2 and 3 moves that the number of supervisory board members be reduced from 5 members to be elected to -- sorry, from 6 members to be elected to 5 members to be elected. And Mr. Tyson Houstan is elected as member of the supervisor board until the conclusion of the Annual General Meeting, which results on the discharge of the Supervisory Board the business year 2024. And now the motion about the size of the Supervisory Board. Who is against the motion by SOF [indiscernible] to reduce the number of supervisory board members elected by the AGM from 6 to 5? Instruction card [indiscernible], instruction card [indiscernible], no further votes against. Abstentions, instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible], no further abstentions. So here's the result of the vote on agenda Item 8 special motion. Yes votes, 30,322,706, 99.624261%. No votes, 114,364, 0.375739%. Abstentions, 29,344,536. Number of shares for which valid votes were cost, 30,437,124. Share capital represented by these votes is 28.6%. I note that the motion has achieved the legally required majority and has thus been carried. We move on to the second part of the vote on the persons, that is the number of persons of the Supervisory Board has been reduced. And the original motion was to vote 2 persons, [indiscernible]; and myself. Shareholder SOF 11 Clint, in its motion, moved that I should be the person to be elected as [indiscernible] 1965 is to be appointed to the Supervisory Board -- has been -- or is to be elected to the Supervisory Board of CA Immo. Well, against, instruction card [indiscernible], instruction card [indiscernible], no further no votes. Abstentions, instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible], no further abstentions. And here is the result on agenda Item 8a. Yes votes, 49,930,639, corresponding to 84.610277%. No votes 9,081,860. That is 15.389723%. Abstentions, 769,161. Number of shares for which valid votes were cast 59,124,099 and the capital represented by these votes, 55.45%. And here is the result as follows. Note that the motion has been carried by the legally required majority of votes. Mr. Chairman, I object for cards 4, 5, 6, 7, 8, 9, 10, 30, 31, 37, 649, 650. Thank you. You had announced a special motion, which I would ask you to read out now. I think in accordance with Section 130 stock operation 8, special Audit shall be conducted to check whether Mr. Torsten Holstein, in his function as Chairman of the Supervisory Board of the company, and also Chairman of the Remuneration and Nomination Committee in 2017 and in '18, acted in breach of duty. Particularly the following issues shall be reviewed. The conclusion of the sign on bonus for the member of the management Board and [indiscernible] in 2017, the agreement of the remuneration of the member of the management board, Andreas quint in 2017, the conclusion of the agreement relating to bonus payments to the member of the management board [indiscernible] 2018, nomination appointment on the first of November 2018 and the conclusion of the agreement relating to the remuneration of the new member of the management board, [indiscernible], a third member of the management board in 2019, which significantly raised the remuneration of the management board and the impact of all these measures and related measures and decisions on the business year 2019 and following of the company, particularly with a view to whether the remuneration of the management were factually justified and in conformity with contracts. There is urgent suspicion that the Chairman of the Supervisory Board, perhaps in cooperation with other members of the Supervisory Board, may have incurred a loss for the company. And it shall be checked whether the company has claims for damages against the Chairman of the Supervisory Board and -- or any other members of the Supervisory Board. The following additional questions are to be checked because they -- they are important basis for decisions: A, why and on what basis was Mr. Quint granted a sign on bonus when he came in that -- came into the company on the 1st of January 2018? Were there any side letters in this context? Which rolled did Mr. Torsten Holsten play as Chairman of the Supervisory Board and Chairman of the remuneration and granting design on bonus to Mr. Kind? On what basis was did he take his decision? And what did you do so beautifully and diligently? Was there a valid legal basis for this payment? And was it justified appropriate and in line with market conditions? Did the company incur a loss. C, why and on what basis of what decisions of the Supervisory Board and the committees was the fixed remuneration of the management Board member and CEO Andreas [indiscernible] Significantly raised in comparison to the fixed remuneration of his predecessor in this function? On the basis of which decision-making criteria was this decision taken? Was the amount of fixed remuneration in line with the function of [indiscernible] and his experience and qualification? D, what role did Mr. [indiscernible] play as Chairman of the Supervisory Board and Nomination and remuneration Committee in 2017 and Chairman of the Nomination and an remuneration Committee in 2018 in the agreement of the fixed remuneration of [indiscernible]? What was the concrete basis of this decision? Did he act diligently and dutifully? Was the amount of the fixed remuneration in 2018 and the following years, factually justified, appropriate and in conformative with the market? Has the company, thereby, incurred a loss? E, why and on what -- on the basis of what decisions of the Supervisory Board and its committees has the company granted severance payment to [indiscernible] to the amount of EUR 1.12 million on the basis of the change of control clause, although Mr. [indiscernible] did not leave the management board, but his contract was even extended until the 31st of December 2021. Were there any site letters in this context? Which will did Mr. Osn Horsten Play as Chairman of the Supervisory Board and Chairman of the Nomination and Remuneration Committee in granting severance payment of EUR 1.12 million ton Mr. Kind in 2018, although Mr. Quinn did not leave the management board, but his contract was even extended until the 31st of December 2021. And what was the concrete basis for this decision? And did Mr. [indiscernible] Act diligently and dutifully? Did the company thereby incur a loss. G, while on the basis of what decision of the Supervisory Board and its committees? Has the company decided contrary to contractual provision that Mr. Quint had fulfilled all the criteria for a bonus payment by fulfilling his target to 100%? Why was it decided that the bonus of Mr. [indiscernible] to the amount of EUR 1.12 million should be paid out fully in cash instead of as provided by the contract, half of it in Fantom shares and only paid out in 12, 24 and 36 months? H, what was the role played by Mr. [indiscernible] as Chairman of the Supervisory Board and Chairman of the Nomination and Remuneration Committee in the decisions on the above-mentioned bonus payments? What was the basis for this decision? Did he act diligently and dutifully? Has the company thereby incurred a loss. In the calculation of the damage? It has to be taken into consideration that 50% -- normally 50% of the bonus amount have to be converted into Phantom shares and paid out in equal tranches after 12, 24 and 36 months? What impact would the share price changes have had in the following years to the amount paid out? I, and on the basis of what decisions of the Supervisory Board and its committees was Mr. [indiscernible],appointed without any selection procedure and only on proposal of the main shareholder [indiscernible]. Again, [indiscernible] and all other companies of Starbulk Capital group are going to be called Starwood in the following. Was this in line -- was disappointment in line with best practice? Did Mr. Kegan wishes at the time of his appointment, have all the required qualifications and experience for his position as the CIO of the company? Website let us concluded with Mr. [indiscernible]. Jay -- did the remuneration, fixed and variable of Mr. [indiscernible] in 2018 and the following years? Was it in line with his function and his qualifications? K, which role did Mr. Holstein Play as Chairman of the Supervisory Board in the nomination, recruitment and remuneration decision of Mr. Visas? What was the basis for this decision? Did you act dutifully and diligently? Did the company thereby incross through the appointment of Mr. Kegan wishes and the payment of his remuneration. Why and on the basis of what decisions has the company decided to introduce the function of a CIO in addition to the existing function of a CFO? Was the decision based on factual considerations? If so, which? Is the appointment of 2 members of the management board for the function of a CIO and the CFO justified? If so, why have 7 months passed between the appointment of a CIO and the appointment of a CFO? To be checked is the exact time line the changes of responsibility distributions and concrete considerations. Also to be checked additional cost arising to the company because of the appointment of 3 members of the management board? What was the -- were the expectations of the company? Where they fulfilled? Which role did Mr. Holstein play as Chairman of the Supervisory Board and the Nomination and Remuneration Committee in 2018 in the decision to separate the CFO function into that of CIO and the CFO, and thereby appointing 3 members of the management board? What was the basis for this decision? Did he act dutifully and diligently? Has the company incurred a loss by the separation, the splitting of the function of a CFO into that of a CIO and the CFO? In connection with the above-mentioned issues, related facts have to be investigated that might be found in the course of the audit. The special auditor -- special auditor pointed is [indiscernible]. And [indiscernible] is authorized to consult [indiscernible] for the special audit. If [indiscernible] should, for whatever reasons, decline the mandate, the stand in special auditors shall be [indiscernible]. [indiscernible] and [indiscernible] have confirmed that there are no grounds for -- of buyers or for their exclusion. The President of the Vienna Chamber of Lawyers is authorized to conclude an audit mandate [ 40a ] with the special auditor with a cap on the fee and a period until no longer than 4 months after the issuing of the mandate. Thank you very much. So we have present this motion to the vote without prejudice. Who is against? Instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible], no further lots against. Abstentions, instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible], no further abstentions. This is the result of the vote. Votes in favor, 4,315,995, corresponding to 12.419015%. Votes against, 30,437,124, corresponding to 7.580985%. Number of extensions, 25,028,541. Number of shares for which valid votes cast, 34,753,119, which corresponds to 32.65% of the share capital. I note that due to the result of the vote, the motion has not achieved the necessary majority and is, therefore, rejected. Mr. Chairman, I raised an objection against this results with shareholders, 4, 5, 6, 7, 8, 9, 10, 30, 31, 37, 649 and 650. Thank you. We move on to website of the agenda item 9, resolution on authorizations of the management board for the repurchase and sale of treasury shares on the exclusion of the reverse subscription right of shareholders. The management Board and the Supervisory Board propose that the AGM adopt the following resolutions. First, the management board is authorized in accordance with Section 65, Para 1, Point 8, and Para 1a and Para 1b of the Austrian Stock Corporation Act for a period of 30 months from the date of adoption resolution with the consent of the Supervisory Board to repurchase treasury shares in the company, whereas the company's stock of treasury shares must not exceed 10% of the share capital. The consideration should not be lower than 30% and Shell Nordic exceed 10% of the average unweighted market price at the close of the market on the 10 trading days preceding the purchase. In the event of a repurchase via tend to offer the cutoff date for the end of the calculation period shall be the day on which the intention to make a public offer is announced. The management but shall further be authorized to determine the respective other terms and conditions, trading and treasury shares shall be excluded. The management board may reacquire the shares rather by the stock exchange or by wave offer with the consent of the supervisory port by any other lawful and appropriate way, in particular, off-market and or from individual shareholders. And under exclusion of shareholders pro rata rights. The authorization may be exercised in full, in part or in multiple parcel amounts and in pursuit of 1 more purposes by the companies, subsidiaries or third parties. The authorization may be repeatedly exercise. Treasury shares to service the convertible bonds issued based on the authorization granted on May 7, 2013, or based on the authorization granted in the AGM on May 9, 2018, is excluded. In addition, the management board is authorized with the consent of the Supervisory Board to transfer the acquired treasury shares via the stock exchange or by way of the public offering and to determine the terms and conditions. Further, the management board is of the rest or the consent of the supervisory report for the period of 5 years from the date of this resolution in accordance with Section 65, Para 1B of the Stock Corporation Act to transfer treasury shares using a different, legally permitted method of transferring and by the stock exchange public offering to decide on a potential exclusion of preemption rights of shareholders and to determine the terms and conditions. This authorization includes, in particular, but is not limited to a transfer of treasury shares by using a different, legally permitted method of transferring than via the stock exchange or republic offer for the following purposes in order to be able to transfer the shares in exchange for noncash contributions provided. This is done for the purpose of acquiring enterprises, businesses, business unit interest in 1 or several companies, or properties and property portfolios to transfer shares, to employees, senior executives as well as members of the management board of the company and its subsidiary, to resell the treasury shares were partly or entirely excluding the shareholders' repurchase right by any lawful means, including off-market transactions. Fourth, furthermore, the management board is authorized with the consent of the supervisory for to reduce the company's share capital pursuant to Section 65, Para 1.8, last sentence, in conjunction with Section 192 by canceling the treasury shares without a further resolution adopted by the meeting, whereas the Supervisory board shall be entitled to adopt the resolution to amend the articles of association resulting from the cancellation of shares. All authorizations may be used once or in several occasions in whole or in part, individually or jointly. The authorization adopted by the AGM on May 9, 2019, agenda Item 8, with regard to the repurchase and transfer of treasury shares shall be revoked to the extent they have not expired for the treasury shares held by the company at the time of this resolution, the provisions of this resolution shall applied. Now we proceed to the vote. Who is against the motion? Inspection card, no further -- no vote. Who abstains? Instruction card [indiscernible], instruction card [indiscernible], instruction card [indiscernible]. No further abstentions. Here is the result on agenda Item 9. Yes votes, 58,927,533, corresponding to 98.62226%. No votes, 824,424, that is 1.379774%. Abstentions, 29,685. Number of shares for which valid votes were cast, 59,751,975. The share capital represented by these votes is 56.15%. I note that the motion has been carried with the legally required majority of votes. That was the last item on the agenda. I note that objections have been raised on agenda Items 3, 4 and 8 and -- since we have exhausted our agenda, I would like to thank all those who participated in the organization of the virtual AGM. I also thank you, ladies and gentlemen, shareholders, for your interest, for your patience. And I [indiscernible] closed the actual AGM at 7:56 PM. I wish you all the best and stay healthy.
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