CA Immobilien Anlagen AG (CAI) Earnings Call Transcript & Summary

In my capacity as Chairman of the Supervisory Board, I take the Chair in accordance with Section 16 of the Stock Corporation Act, and I'd like to welcome you most cordially. This EGM of CA Immobilien AG is herewith officially open. Let me point out that the Management Board after careful consideration has decided in order to protect shareholders and other participants to make use of the legal regulations of holding a general meeting virtually. Today's general meeting will therefore be held as a virtual general meeting on the basis of Section 1, para 2, Corporate COVID-19-Act, Federal Law Gazette I No. 16/2020 as amended by Federal Law Gazette I No. 156/2020 and the Corporate COVID-19-Regulation (Federal Law Gazette No. 616/2020), taking into account the interests of both the company and the participants, and it 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 options, could you kindly switch to the other streaming possibility? If you would like to follow the broadcast in English, please select the streaming options on the English website. The transmission of the EGM and the live stream is closely monitored by a Security Officer for technical matters who will inform me immediately if there's any technical failure or disruption in the transmission. In such a case, I would interrupt the EGM and would continue after the fault has been rectified. If you notice there's any failure of transmission, please send us an e-mail at fragen.caimmo@hauptversammlung.at during the EGM. We will then respond accordingly, and we will check whether the failure is within the sphere of the company. The company is trying to do its utmost to ensure that this EGM can be transmitted on Internet without disruption. However, there may be Internet failures on the part of one of several operators, resulting in transmission disruptions that are beyond the company's control. How are we going to host today's virtual EGM? The holding of the extraordinary shareholder meeting as a virtual general meeting in accordance with the COVID-19-Regulation leads to modifications in the otherwise customary course of the EGM as well as in the exercise of shareholders' rights, which now through Dr. Pfaffenberger will address in detail hereafter. Since the holding of this extraordinary EGM is based on a request by the shareholder SOF-11 Klimt CAI S.a r.l., Luxembourg and since there are no proposals for resolutions on the agenda from management, the special proxies will be given the floor first to read out any proposed resolutions. After that, we will have a general debate, meaning questions will be read out and answered either by myself or the members of the Management Board. After questions on the agenda have been answered, we will proceed to the motions and vote on the only agenda item. I note that the convocation of today's EGM was published in due time in the Wiener Zeitung on the 9th November, 2021 in accordance with the provisions of Section 106 Stock Corporation Act, and that furthermore, in accordance with [ Section 97 ] para 3 Stock Corporation Act, the electronic European distribution via Pressetext as well as via EKB was carried out on the same day. Moreover, I state that all documents will be disclosed pursuant to Section 108 Para 3 and 4 Stock Corporation Act have been made available on the company's website as of 9 November, 2021. The Notary Republic, Dr. Christoph Pfaffenberger, has kindly asked to notarize today's resolutions, to monitor voting and to take the minutes in accordance with Section 120 Stock Corporation Act. Could I now ask the notary public to explain the modalities for the exercise of shareholder rights in today's virtual AGM in the course of the general meeting, which were made available in the convening notice?

In the convocation of today's EGM on 9 November, 2021, it was announced that today's general meeting would be held as a virtual general meeting without the physical presence of shareholders. The convocation also contained further information in accordance with the corporate COVID-19 Regulation and the rights of shareholders pursuant to Section 109, 110, 118 and 119 Stock Corporation Act on the course of the general meeting and information on shareholder data protection. Today's general meeting will take place at the company's premises at 1030 Vienna, Mechelgasse 1, in the presence of the Chairman of the Supervisory Board; the CEO, Andreas Quint; and the 2 Management Board members, Andreas Schillhofer and Keegan Viscius; as well as the 4 special proxies, Michael Knap, Gernot Wilfling, Sascha Schulz and Christoph Nauer. As representatives of the auditor, Ernst & Young Wirtschaftsprufungsgesellschaft m.b.H., we have Mr. Alexander Wlasto and Ms. Isabelle Vollmer, who are connected by a vision optical and acoustic connection and can personally answer any questions addressed to them. In accordance with Section 3, Para 1 COVID-19 Regulation, the general meeting is broadcast in full in video and in audio and real time on the Internet. By broadcasting the EGM on Internet, all shareholders who so desire have an opportunity to follow the calls of the general meeting in real time via this acoustic adopted connection and thus particularly, the answers to shareholders' questions and the voting process. This live transmission as a virtual general meeting does not enable any remote participation (Section 102 para 3, no. 2 Stock Corporation Act) 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. 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 powers of attorney and instructions to one of the special proxies proposed by the company. In the general meeting, each shareholder is entitled to request information concerning the affairs of the company, the group and companies included in the consolidated financial statements to the extent necessary to properly evaluate an agenda item. Information may be denied to the extent that, according to sound business judgment, it may significantly prejudice the company or an affiliated enterprise or if disclosure would constitute a criminal fence. Let me explicitly point out that the right to information pursuant to Section 108 of Stock Corporation Act can be exercised by the shareholders themselves during the virtual general meeting by means of electronic mail by submitting an e-mail to the Management Board at the address fragen.caimmo@hauptversammlung.at. Shareholders therefore have the opportunity during the general meeting to submit their questions to the company electronically in text form with a certain time window after the opening of the general meeting. Please send your e-mail from the same e-mail address which you indicated on the proxy form. Please use the question form, which is available on the website of the company. If you do not use the question form, the declarant, namely the name company, date of birth, company registered number of the shareholder shall be specified in this e-mail. In addition, either the password specified in the proxy form should be provided or the identity of the person is made recognizable by reproducing the signature of the name or otherwise (Section 13, para 2 Stock Corporation Act) in order to enable the company in case of doubt to establish the identity of and consistently with the deposit confirmation. Questions received by the company will be read out aloud and answered in the general meeting in accordance with Section 118 of the Austrian Stock Corporation Act. Shareholders, therefore, have an opportunity to respond to developments at the general meeting themselves, for example, by asking follow-up questions. The Chairman will structure the close of the general meeting similar to a meeting in the physical presence of persons and will announce in particular specific time by which questions can be asked. Shareholders have also the option to amend their instructions, in particular in submitting motions for resolutions on voting or amending the instructions regarding voting on today's agenda item, but also on raising objections to this agenda item to the relevant special proxy even during the general meeting up to a certain point in time. For this purpose, please use an e-mail, which is sent to the e-mail address of your special proxy to which you also send your power of attorney. These are knap.caimmo@hauptversammlung.at, wilfling.caimmo@hauptversammlung.at, shulz.caimmo@hauptversammlung.at, nauer.caimmo@hauptversammlung.at. Please send your e-mail form from the e-mail address you indicated in the proxy form. In this e-mail, the declarant shall the name, name, company name, date of birth, company and registered number of the shareholder and the conclusion of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13, para 2 Stock Corporation Act) in order to enable the special proxy to establish the identity and conformity with the power of attorney. Please note that during the general meeting, only electronic communication with your special proxy is possible via the e-mail addresses you mentioned and that in particular, as the special proxy cannot be reached by telephone, including written communication via mobile phones, text messages, or WhatsApp messages. The time after which instructions regarding the submission of motions, voting and objections are possible will be determined by the Chairman in the course of the general meeting. This date and time will probably close to the end of the general debate. Please know that it may be necessary to briefly interrupt the virtual general meeting in order to properly process shareholders' questions or instructions to the proxies received during the general meeting. So far in summary, the course of today's virtual general meeting as set out in the convocation.

Thank you very much for these explanations, and I hereby order that today's AGM be held in a manner announced in the convocation and just described. The list OF participants will be completed and signed by me before the first vote. Participation will be announced and made available to the special proxies for inspection. Moreover, the Management Board would like to inform today's general meeting in accordance with Section 65 para 3 Stock Corporation Act that as of today, the company holds 4,780,037 treasury shares in total of which voting and dividend rights are suspended. This corresponds to approximately 5% of the company's capital stock. Since the last general meeting, the 34th Annual General Meeting, held on 6 May, 2021, the number of treasury shares has remained unchanged. I now start with our agenda of our Extraordinary Shareholder Meeting, and I'd like to inform you at this point that the proposed resolutions of the shareholder, SOF-11 Klimt CAI S.a r.l., concerning today's only agenda item were properly published on 9 November, 2021. On the first and on the agenda, I may now give the floor to the special proxy of the shareholder, SOF-11 Klimt CAI S.a r.l. and ask him to present the proposed resolutions on behalf of the proxy shareholder. Dr. Schulz, you have the floor.

On behalf of SOF-11 Klimt CAI S.a r.l., I would like to state that the SOF-11 Klimt CAI S.a r.l. maintains the 2 motions for resolutions on the further distribution of an unconditional additional basic dividend of EUR 2.50 per share and a conditional super dividend of a further EUR 2.50 per share. In this regard, I'd like to refer to the 2 published motions on the subject. However, before reading out the specific proposed resolutions, I'd like to expressly point out on behalf of SOF-11 Klimt CAI S.a r.l., which I represent as a proxy, that SOF-11 Klimt CAI S.a r.l., wishes to put the second proposed resolutions on the super dividend to the vote only in a slightly adapted version. This amendment concerns the condition precedent of sufficient liquidity on which the payment of the super dividend is made conditional in the second proposed resolution. The term sufficient liquidity is to be defined by adding a further sentence in the second proposed resolution to the effect that a liquidity shortage precluding the super dividend only exists if disruptive events should occur in CA Immo's core markets up to the dividend payment date that lead to material adverse disruptions or changes in the commercial credit or debt markets relevant for the company. These adverse disruptions must be material enough to prevent the company from maintaining its intended liquidity plan, and thereby, making the super dividend payment. This amendment is intended to clarify any addressable shareholders when the payment of the super dividend can be made by the company and when this is precisely not the case. Having said this, I will now read out the updated proposed resolution 1 with the explanatory statement and the amended resolution #2. Resolution #1. The resolution adopted at the AGM on 6 May 2021 regarding the appropriation of the net profit for 2020 providing for the distribution of a dividend for EUR 1 for each ordinary share with dividend entitlement shall be amended as follows in order to distribute an additional dividend: The utilization of the net profit reported in the company's annual financial statements as of 31 December 2020 in the amount of EUR 897,604,901.81 will be as follows: An additional dividend of EUR 2.50 per ordinary share shall be distributed to the holders of ordinary shares with dividend entitlement as of 10 December 2021. That is the additional basic dividend. The company is not entitled to receive any dividends from own shares. The net profit remaining after the distribution of the additional basic dividend shall be carried forward to new account. The payment of the additional basic dividend in the amount of EUR 2.50 per ordinary share to the shareholders entitled to receive such dividend shall be made on the 15th of December, 2021 via the respective shareholders' custodian bank. And here is the justification. The company's high level of liquidity on the one hand and its low debt ratio relative to its competitors, on the other hand, justify the unconditional distribution of an additional dividend (tranche 1) in the proposed amount. Resolution 2, the resolution adopted at the AGM of 6 May 2021 regarding the appropriation of the net profit for the financial year 2020 for the distribution of a dividend of EUR 1 per each ordinary share with dividend entitlement shall be amended as well as you needed to distribute a further dividend in addition to the additional basic dividend. The utilization of the net profit reported in the company's annual financial statements as of 31 December 2020 in the amount of EUR 897,604,901.81 shall be as follows: An additional dividend of EUR 2.50 per ordinary share shall be distributed to the shareholders of ordinary shares with dividend entitlement as of 11 March 2022 (ex-dividend date). And that is called the super dividend. The company is not entitled to any dividends from its own shares. The entitlement to the super dividend and the payment thereof are subject to the condition precedent that no legally mandatory distribution restriction is effective or applicable and that the company has sufficient liquidity for the distribution of the super dividend on the dividend payment date. In absence of sufficient liquidity from the company's own balance sheet, only market-disruptive events, such as natural disasters, terrorist attacks, economic or sovereign crisis in the company's core markets, which result in a material adverse change or disruption in the commercial credit or debt markets relevant to the company, shall prevent the company from making the super dividend payment. The 15th of March, 2022 should be the dividend payment date. The payment of the super dividend in the amount of EUR 2.50 per ordinary share to the shareholders entitled to receive such a dividend shall be made via the custodian bank of the respective shareholders. The remaining net profit after the distribution of the super dividend shall be carried forward to new account. In case the condition precedent is not fulfilled and no super dividend is paid out, that portion of the net profit relating to the super dividend shall be carried forward to new account. And here's the reasoning: the company's current and expected high level of liquidity, its low debt ratio relative to its competitors and the company's ready access to additional liquidity justify the distribution of an additional dividend and the proposed amount in March 2022, (so-called tranche 2); and to protect the interests of the company, the shareholder resolution includes a condition to verify the company's liquidity as actually available at the dividend payment date. SOF-11 Klimt CAI S.a r.l. currently anticipates the company will have access to the liquidity necessary to pay the super dividend on the dividend payment date and that in the absence of sufficient liquidity from the company's own balance sheet, only market-disruptive events, such as natural disasters, terrorist attacks, economic and sovereign crisis in the company's core markets will result in a material adverse change or disruption in the commercial credit or debt markets relevant to the company, could prevent the company from maintaining its contemplated liquidity plan, and thereby, making the super dividend payment. Thank you very much.

Thank you very much for your explanations. Ladies and gentlemen, if you like to amend your instructions for voting on the second amended resolutions, please contact your special proxy. If this is not the case, the proxies will adopt your original voting instructions for the more specific proposed resolution on the super dividend. I'd now like to give the floor to each of the special proxies and would like to ask whether any further motions for resolutions have been received from the shareholders granting powers of attorney. If so, could I kindly ask you to read them out? If not, please confirm that you have not received any motions for resolutions. Dr. Knap?

Mr. Chairman, thank you very much for giving me the floor. First of all, I'd like to inform you that I represent 400 shareholders, 15,347,093 shares. That is 14.41% of the share capital. And of these, I have not received any proposed resolutions. Thank you very much.

Mr. Wilfling?

I have a resolution by Petrus Advisers, but not a proposal for resolution. I'd like to read it out. Motion to the Chairman that all contributions and questions and the answers of all shareholders be taken note of and in the minutes verbatim at today's AGM and that relates to all questions, motions and contributions by Petrus Advisers Investments Fund L.P. on all agenda items but also to all questions, proposed resolutions and contributions and all the answers by all other shareholders. Thank you very much.

Dr. Schulz? And then Dr. Nauer?

I have not received any proposed resolutions.

Thank you very much for your comments. I now inform you of the current presence of today's AGM. According to the actual attendance, we have 409 shareholders being represented by the 4 special proxies who are entitled to cast 78,844,545 votes. The general meeting, therefore, has a quorum on the announced agenda item. The list of participants will be made available electronically to the 4 special proxies who are present here. For reasons of data privacy, we refrain from disclosing the participant list on Internet during this transmission. In this context, let me point out to the shareholders that at today's AGM, Petrus Advisers Investment Fund L.P. is again represented with 2,260,515 shares. Petrus Advisers Investment Fund L.P. has filed an action and objections for annulment against numerous resolutions at the last AGM within the Commercial Court Vienna. In the course of the action for annulment pending between the company and this fund, the company has identified that this fund is an association of persons without legal personality. Under Cayman Islands law, L.P. is an exempted limited partnership, which cannot be the bearer of any rights or obligations, and therefore, in particular, cannot have ownership in the shares registered for today's general meeting. Instead, the shareholding of the fund is deemed to be attributed to the partner with unlimited liability, the general partner of L.P. in terms of property law. According to the company's legal advisers, this follows from Article 16 of the Exempted Limited Partnership Act 2021. This provision stipulates that the general partner holds the assets of the fund in trust. As this legal issue has not been yet clarified by the courts and will currently be finally accredited at the commercial Vienna by a legal opinion to be commissioned by the court in the next few months, I, as Chairman of the General Meeting and in order to avoid any further disputes, have considered that the shares presumably incorrectly registered for Petrus Advisers Investments Fund L.P. be admitted to today's resolution subject to reservation and without prejudice to the opposite legal position of the company. In order to provide the greatest possible transparency for all shareholders as to will the shares of Petrus Advisors Investments Fund L.P., which I have conditionally admitted today, have an influence on the voting results at today's Extraordinary Shareholders' Meeting, I will return to this point after each resolution has been passed to clarify the matter. Should there be any objection to this procedure on the part of the shareholders, I request that you speak on this matter and ask for the floor. In order to give the proxies time to obtain any instructions from the shareholders, I will briefly interrupt this general meeting for 5 minutes. [Break]

I would now like to give the floor to the 4 special proxies, whether there was any objection to this procedure on the part of the shareholders. Dr. Knap?

I have not received any objection so far.

Thank you. Mr. Wilfling?

I haven't received any objections either.

Thank you. Dr. Schulz?

No. I haven't received any.

Dr. Nauer?

I have no objections.

Thank you. Since there is no objection to the conditional admission, I hereby sign the attendance list. It is now 9:30 and I will now open the general debate; that is the reading out and answering of questions. I invite all shareholders who wish to ask questions at the Annual General Meeting to do so now and, to this end, to send questions by e-mail to fragen.caimmo@hauptversammlung.at as soon as possible. As already announced, I or the respective members of the Management Board will read out the questions and answer them. I will now read out the questions from shareholder, Dr. Knap.

Dr. Knap said, "Ladies and gentlemen, since I cannot scan here, I sent you already my questions in the form of a simple e-mail and ask you to accept this. Declaring this, Dr. Michael Knap on 18th of May, 1944. Question one, tax design of the basic additional dividend and the super dividend. I'm aware that the following tax issues are more or less of little interest to our core shareholder because he will probably receive the 2 dividends to be paid out and resolved today tax-free or tax privileged. However, CA Immo's private shareholders should also be considered. So will the basic additional dividend and the super dividend be free from withholding tax for the Austrian private shareholder? IMMOFINANZ, for instance, regularly chooses the form of repayment of capital contributions pursuant to Section 4 para 12 of the Austrian Income Tax Act, which has the advantage of being exempt from withholding tax for private shareholders subject to taxation in Austria. If our distributions to be resolved today are paid with a deduction of 27.5% withholding tax, then the question arises as to why no other form of distribution exempt from withholding tax has been chosen, for instance, an ordinary capital reduction. Our shares have a nominal value of EUR 7.27, so there's plenty of room for the minimum nominal value of EUR 1. Second, liquidity versus distribution requirement. As of the 30th of December, 2021, we have liquid funds of around EUR 850 million, whereas the dividends to be resolved today will require around EUR 500 million. In the justification for the proposed resolutions, you speak about a high level of liquidity expected at the beginning of 2022 and the access of the company to further liquid funds. What liquidity level do you expect at the beginning of 2022? From which sources should the additional liquidity come? To what amount and from which sources do we have access to further liquid funds? Please outline our medium-term investment planning and the financing thereof. And in view of a net debt of EUR 1.7 billion as of September 30, 2021, would it be not more appropriate to use the amount earmarked for the extra dividends to reduce our debt? Or, given the ongoing uncertainties and delays in the rental markets, which is a quote of the ex-CA Immo interim report as of 30th of September, 2021, wouldn't it be wiser to keep as high a liquidity cushion as possible? Thanks for reading and answering my questions." These questions are, first of all, directed to my colleague, Andreas Schillhofer, and I give him the floor.

Thank you, Mr. Hollstein. Welcome to the EGM. I hope you're all doing well and are healthy. And I'd now like to answer the question on the tax design of the dividends. On question A, until the 2016 HV, it also conducted a capital repayment without withholding tax reduction. And in the 2017 HV, the rest of the liquidity was taken up so that in 2016, there was a cash-exempt payment made for 2015. As of that time, all of the payments are with deduction of withholding tax because there is only payment of profit. And on question B, capital reduction would require changes in our bylaws and would also be linked to comprehensive measures to protect creditors. And this is a measure that you only take reasonably if no other payable comes up available. And due to the good structure -- financial structure of the company, such drastic measures are not necessary. Now -- and there were individual sub-questions. Every month here, Immo conducts very detailed liquidity planning with various scenarios. The basic scenario for the beginning of 2022 shows net liquidity of more than EUR 600 million after the supposed first special payment that is deadlined -- that is scheduled for December; and then, B, CA Immo has a strong financial profile with investment-grade rating. And beyond the good cash position, it has access to a number of financing and liquidity sources, such as company bonds or convertible bonds, using the market for collateralized bonds. So we have a good position there. And then in addition, setting up an RCF, revolving credit facility, and then our own shares are an additional liquidity reserve. And additional liquidity could be sourced by selling nonstrategic assets within the framework of our capital rotation program. The next sub-question, the overall business planning of CA Immo is discussed between the Management Board and the Supervisory Board every month. Very detailed liquidity planning is conducted, which includes, first of all, operative cash flow planning; secondly, investment planning for the existing assets, but also for development projects and potential acquisitions and divestment; and third, finance funding planning, including funds to be borrowed and funds to be repaid within the context of loans and bonds as well as interest and dividend payments. And regarding the last part of your question, the special dividend is based on a motion by Starwood, not on a motion by the Management Board. Therefore, alternative uses are not relevant since only the shareholders decide about the motion for utilization of profits. Regardless, CA Immo has a certain liquidity cushion at all times.

Thank you very much. This takes us to the next question by the shareholder, Josef Baumuller. He sent us a question in writing beforehand; questions on the basic additional dividend and further staff matters with -- in the context of the EGM on 30th November. "Mr. Hollstein, ladies and gentlemen, as always, it's a great pleasure to be able to take part in the virtual EGM of CA Immo, and I would like to thank you and all your colleagues for your efforts that are certainly related to the very professional conduct of such an event. I would like to focus on the importance of the issue of sustainability, particularly when it comes to the performance, sustainability performance and sustainability reporting. On the other hand, in the past months, great progress has been made in this context. And since the agenda of today's event is restricted, I would like to comment -- to postpone further comments in this context to the next ordinary general meeting. Let me just mention that the dividend payment potential is shaped by questions of ecological and social regulation and stakeholder expectations. And I perceive a lot of efforts on the part of CA Immo, which is why I would like to encourage you to continue on the chosen path. This path for further sustainability focuses both internally and externally, should be continued, although most recent press releases point to a time of transition and the search for new priorities. Please do not lose valuable time in this process. Allow me to now ask my only question on today's agenda. The announcement of today's EGM and its agenda was critically perceived by the capital market that is the most -- by most analysts, to my surprise. Particularly, they expect negative impact on the financing structure and on the financing conditions of the company. I would ask the management to explain the results of your own analysis. What will be the development of key indicators of the company when the proposed payments are being made? And what will be the positive or negative impact on the future asset financial and profit situation of the company? Will it have an impact on the aspirations and projects of the company relating to sustainability or ESG? And I would also ask you for your assessment from the point of view of company interest and in the light of Section 17 -- 70 of the Stock Corporation Act whether you would advise your shareholders to vote for or against the motions. Furthermore, I would like to present my cordial thanks to the company and its representatives. But my central request for today is to forward my thanks to Mr. Andreas Quint, and I'm sure I can do this on behalf of all shareholders of CA Immo because you have been at the helm of the company in a very successful time. I was a little sad when I heard that you are going to retire. And I was also surprised because I felt that you've always been very dynamic and energetic in all AGMs. I very much regret that we never had the opportunity to meet in person. But still, I have learned to appreciate all your activities very much, and I would like to wish you all the best for your further life. I hope that you will now embark on a wonderful new time. And perhaps maybe in the context of a future AGM of CA Immo, we may meet in person, perhaps when fighting for the best position at the buffet. And I would also like to wish all the best to Mrs. Schmitten-Walgenbach for her future work in CA Immo, and I'm looking forward to meeting her in future AGMs of CA Immo. I'm sure we will have to discuss important topics. First of all, the implementation of the Corporate Sustainability Reporting directive in the context of the taxonomy regulation will be a challenge for the company, but also will prepare it for the future. Since the publication of the so-called Wambach report by the Handelsblatt newspaper, the brand of the auditor of the company is damaged in the German-speaking area. And appearances of higher-ranking company representatives in AGMs as that of OMV should also be mentioned. But I would also like to state that I have not the least doubt in the technical and moral integrity of the auditors who signed CA Immo's documents. And speaking of auditors at COP26 in Glasgow, climate change was declared to be a key audit measure, according to [ Cratus ], one of the big asset managers. So for the oncoming audits of CA Immo, it would be desirable to place the focus accordingly. I'm looking at the Audit Committee and the representatives of the majority owners in the Supervisory Board. And I would like, in conclusion, to wish all the best to all people present and to the entire staff of CA Immo, health and optimism for the end of the year 2021. And may '22 be brightly illuminated by your personal lucky star, and may this inner light show us the right way out of this time of darkness." So for the comments of Mr. Baumuller, and I would like to hand over to my colleague, Andreas Schillhofer, for answering the question.

Thank you very much, Mr. Baumuller. I'm delighted to answer your question. Well, first of all, the capital market and various analysts, such as Wood, Raiffeisen Bank International, SRC, or the Deutsche Bank but also can, have received the announcement of this special dividend rather neutrally. And since you yourself believe that the cash position is sufficient in order to serve this special dividend of EUR 5 per share and since you yourself believe that the strong balance sheet of CA Immo will allow the company to continue its profitable growth journey and this high extraordinary dividend, as we have already reported, CA Immo currently has a robust balance sheet and a very strong cash position, about EUR 850 million per -- as of third quarter 2021 linked to a low debt, particularly when compared to Europe -- other European real estate companies. This is why the management currently assumes that the total debt and total assets and LTV will remain within the defined strategic corridor even if SOF-11 Klimt CAI's motion is going to be adopted and if the payment is made fully to all shareholders. Taking these aspects into account, the Management Board has a neutral position regarding the results of the motion, particularly since this is a decision that is reserved to the shareholders. The Management Board intends to maintain the existing dividend policy and to continue its active strategic capital rotation strategy in order to secure and increase the attractivity and sustainability of our real estate portfolio.

Thank you very much. Let's start with the next questions of shareholders. [ Mr. Kozlik, 4020 ] Vienna. Thank you very much. "Please read out verbatim, without being -- shortening the text. Shareholders, Management Board, ladies and gentlemen. As a free float shareholder, I only represent my own shares. The purpose of today's general meeting is to approve a high dividend payment at the request of the majority shareholder, which is not necessarily in the interest of the free float. Many investors have been buying CA Immo shares with confidence in the management and in the business model adopted. The decisive factor for such an investment was to acquire a shareholding that offers an entitlement to an appropriate dividend related to the respective business success and the existing practice. Our major shareholder, Starwood, is likely to finance an investment with debt, in part, amongst other things, and it's now collecting back part of the purchase price via a mega capital letters distribution. How is this circumstance seen by the Executive Board? And to what extent, expressed as a percentage, would the equity ratio be reduced in the event of a positive resolution? The well-founded and sound company CA Immo AG would indeed be able to hand the super dividend. But from the perspective of the Management Board, can a credit rating downgrade be ruled out in this context? Will debt financing costs possibly increase in the future and thus burden the future result over periods? Especially in the real estate sector, there are often unexpected investment opportunities that require liquidity. An emptied "war chest" would certainly not be beneficial for acquisitions. Does the Management Board and the Supervisory Board support the proposed mega capital letters distributions? Could I ask you for an honest and informed assessment of my questions from the crucial perspective -- critical perspective of the Management Board? Finally, complements to everybody involved in achieving strong business success and results to debt and extend the cost base." And I give the floor to Mr. Schillhofer.

Thank you. I will gladly answer your questions. Your first question related to the ratio approved on the basis of 2021, a payout of a special dividend of EUR 5 per share, which has an equity ratio of -- which reduced the equity ratio from 50% to approximately 46.5%. After the announcement of the bid, Starwood actually put the investment-grade rating of CA Immo, which was Baa2 and a stable outlook, on the monitoring with regard to a possible degrading. On the 16th of November, 2021, Moody's published the result of the Rating Committee meeting on 12th November, 2021, and it left the long-term issuer rating and also the rating -- the senior unsecured rating of the bonds of CA Immo and the investment-grade area at Baa3 with a negative outlook. CA Immo considers the maintenance of its investment-grade rating as an integral part of its company strategy and the basis for the successful issue and uptake of unsecured financing on the capital market also in the future, as was done last year during 2 issues of 2 bonds. As mentioned in answering the question of Dr. Knap, CA Immo has a strong financial profile. It has an investment-grade rating that has been confirmed by Moody's recently, and it is able to actually develop and get access to additional capital and liquidity; the use of the market for unsecured debt titles, company bonds, convertible bonds, or collateralized loans given the high pool of uncollateralized assets; and in addition, the use of the credit facilities, which we have concluded with banks; and also treasury shares, which serves as an additional liquidity reserve. The special dividend, as was said, goes back to a motion of Starwood and not to a decision of the management of CA Immo. That means that alternative uses in this context are not relevant in this context as CA Immo does not decide upon that. And regardless of that, CA Immo reserves and will keep a liquidity cushion for security reasons at all time. Supporting the motion by the Management Board, therefore, was not necessary and also by the Supervisory Board. From today's perspective, the special payouts do not have any negative impact on the business model of CA Immo as a leading investor manager and developer of high-quality and modern office real estate in Central European cities, our main market being Germany. And we would also assume that the debt ratio after the payout of the special dividends within -- would remain within the defined strategic corridor. And we are convinced that this will materialize. Along these lines, the Management Board is currently contemplating to maintain the dividend policy of the past and to continue active capital allocation to ensure and increase the attractiveness of our real estate holdings. In this context, I'd like to also refer to our press release of 8 November, 2021.

Thank you very much, Andreas. And this takes us to the next shareholder, Petrus Advisers Investment Fund. I will read out the 10 questions. And then I will answer the questions as we go along. "One, please explain why you do not see any growth possibilities on the core markets. Second, given the special dividend requested by Starwood, CA Immo becomes a smaller company with less growth opportunities. When did the strategy of the company change in this respect? Was management forced to change its strategy after Starwood had submit a motion for an extraordinary dividend? Or was that discussed in the run-up to this meeting with Starwood? Third, did Starwood, as core shareholder, demand an amendment of the long-term strategy? Why did you not consider a redemption of shares that would have tax benefits? Three -- five, did somebody look at the tax situation and effective withholding tax of Starwood? Did -- was this tax situation of Austrian retail investors considered? And what was the result of that analysis? Six, what was the effect of the planned special dividend on the rating of CA Immo? And how does this compare with the effects of a share redemption? Seven, was the funding structure of Starwood within the rating reviews disclosed? And if yes, what is the credit standing of the Starwood Group? Eight, which concrete interaction was there between Starwood and CA Immo in the context of the special dividend, in particular before this resolution was filed and also afterwards? Nine, is there a connection between the planned sale in Romania and the special dividend? Or can you confirm that there is no such connection? Which interaction was there between Starwood and CAI concerning the planned sale? And ten, does this exchange between CAI and Starwood, is it limited to Supervisory Board meetings? Or is there communication outside the scope of Supervisory Board bidding? If so, yes, and on which subjects?" So these are the questions from Starwood. And let us start with question 1, growth opportunities. And I will give the floor to Keegan Viscius.

Continue to see both organic and external growth opportunities. For instance, we've recently initiated construction of the upbeat development in Berlin. We're continuing to make steady progress on the zoning planning, project preparation and value-accretive CapEx across our portfolio. And from an external growth point of view, we have a strong track record of value-accretive acquisitions. About EUR 450 million has been externally acquired since 2018. We made 3 successful acquisitions in 2020, and we're continuously screening investment opportunities, in particular, in our Tier 1 and Tier 2 markets. Thank you.

Second question, that related to the special dividend and CA Immo becoming a smaller company by that.

Thank you very much. So once again, the question, the special dividend, does it make CA Immo a smaller company with less growth opportunities? When did the strategy of the company change in this respect? And was management forced to change its strategy after Starwood had put this motion for an extraordinary dividend? Or was that discussed beforehand with Starwood? Today's dividend is not at all connected with any change of strategy, but it is the result of the successful strategy implementation of recent years. As stated in our press release on 8 November, 2021, these special dividends requested by the majority shareholder will actually not impair the business model of CA Immo as a leading investor management developer of high-quality modern office properties in Central European major cities with Germany as a major hub. We'd like to emphasize that since Starwood became a majority shareholder in 2018, there has been no change of strategy.

Thank you very much. I think this also deals with question number 3. Question 4, why did the company did not consider share redemption that has tax benefits as an alternative to the special dividends? And I think this question has been answered already. I give the floor to Mr. Schillhofer.

Well, as is known, the company is limited regarding a share redemption to 10%. And in addition to that, I think you all know that share redemptions, share buybacks also are limited in terms of volume. And these 2 measures are not mutually exclusive.

Question five, and that was whether the company had looked at the tax situation and the amount of effective withholding tax of Starwood. Did you also consider the tax situation of Austrian retail investors? And if so, what was the result of such an analysis? Andreas Schillhofer?

Meeting the requirements for a payout without withholding tax to SOF-11 was currently evaluated by our tax advisers. The advantages and disadvantages in tax terms depend on the dividend situation of the shareholder. Therefore, there is no optimum decision for all shareholders.

Next question, what was the effect of the planned special dividends on the rating of CA Immo? And how does that compare with the effects of a share buyback?

After the announcement of the bid by Starwood, Moody had put the investment-grade rating on review. On the 16th of November, 2021, Moody published the result of the Rating Committee, which met earlier. And it left and maintained the long-term issuer rating in the investment-grade area at Baa3 with a negative outlook. At that moment in time, the motion for a special dividend by Starwood had been public already, and it was part and parcel of the decision-making considerations of the Rating Committee. The Special Committee is a reaction of a motion by Starwood and not a decision of management of CA Immo. That means that alternative uses are not relevant in this context since it is not CA Immo and us who decide on that.

Next question to you, Andreas, again. The funding structure of Starwood, was it disclosed in the rating review? And if so, what is the credit rating of the Starwood Group?

Yes. I believe that everybody should be aware that the rating agency bases its decisions, it's so-called rating actions, on publicly available information. And of course, Starwood and Moody's were in an exchange, but we are not aware of any details.

Next question. What specific interaction was there between Starwood and CA Immo in the context of the special dividend before the motion was put and also afterwards? Again, a question to CFO.

The decision on the dividend payout was -- as has been stated a couple of times now, was an autonomous decision of our majority shareholders. Of course, this affects us regarding our rating, but also regarding available liquidity. And on those 2 points, there was consultation with the majority shareholder.

Next question relates to our strategy. Was there a connection between the intended sale in Romania and the special dividend? And can you confirm that there was no such connection? Which interaction was there between Starwood and CAI concerning the planned sale?

And my answer is brief. There is no connection between the sale -- the planned sale of the Romanian portfolio and the special dividend. This interaction was limited to meetings of the Investment Committee and also of the Supervisory Board in which these ideas were discussed.

And then the last question from the set of questions that have been read out by Petrus, does the exchange between CAI and Starwood, is it limited to Supervisory Board meetings? Or is there any communication outside the scope of Supervisory Board meetings? If so, on which topics? Again, the question to Andreas Quint.

Well, generally, the exchange between CA Immo and Starwood is limited to Supervisory Board meetings or the meetings of the Supervisory Board Committee. As Dr. Schillhofer has told us, after takeover bids and in the context of the rating and maintaining investment-grade ratings, there was communication with Starwood as a good -- we wanted to keep a good rating of CA Immo if -- as we were placed under review.

Thank you very much. This would end the set of questions by Petrus Advisers. And we have received more questions by our shareholder, [ Mr. Patrick Berger, Card 110 ]. I will read the first question. "Question number one, the dividend of EUR 2.5 has not -- it would not have to be delayed too much because [ Strabag and March ] paid it out at the same time. And once you decided to do that, you could have done it at once." Question goes to Mr. Schillhofer.

Hello, [ Mr. Berger ]. Well, the motion provides for a 2-part dividend. Of course, it could have been manhandled differently, but this division into 2 is in the interest of the company because it facilitates liquidity management.

The next question by [ Mr. Berger ]: "How high is the average interest on the credits and the bonds right now? Given high inflation, there will be interest rate increases. Are you paying negative interest? And if so, how much?"

Well, the average interest, including interest hedging, of our entire liabilities on the 30th of September was 1.5%. That is kept within a defined corridor which is in line with the requirements of our investment-grade rating. And with a view to negative interest, we paid in the business year 2020 EUR 1.9 million. And in 2021, that is to say in the first 3 quarters because the fourth quarter hasn't been finalized, the first 3 quarters, EUR 2.2 million.