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

May 5, 2022

Vienna Stock Exchange AT Real Estate shareholder_meeting 285 min

Earnings Call Speaker Segments

Torsten Hollstein

executive
#1

[Interpreted] In my capacity as Chairman of the Supervisory Board, I'm taking over the chairmanship of the 35th Annual General Meeting to which I would like to cordially welcome you, ladies and gentlemen. The General Meeting of CA Immobilien Anlagen AG is hereby 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, Para 2, Corporate COVID-19-Act, Federal Law Gazette I #16/2020, as amended by Federal Gazette I #246/2021 and Corporate COVID-19-Regulation, Federal law Gazette 2 #609 from 2021, taking into account the interests of both company and the participants, and will be broadcast in its entirety on the Internet. For this purpose, two 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 would like to follow the broadcast in English, please visit the streaming options on the English website. The transmission of the Annual General Meeting and 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 the disruption in the transmission. In this case, I would interrupt the Annual General Meeting and continue after the fault has been rectified. If you notice a failure of the transmission, we request that you notify us by e-mail at fragen.caimmo@hauptversammlung.at during the Annual General Meeting. We will then react accordingly and check whether the failure's within the sphere of the company. As always, the company is attempting to do its utmost to ensure that this Annual General Meeting can be transmitted on the Internet without disruption. However, there may be Internet failures on the part of one or more operators resulting in transmission disruptions that are beyond the company's control. The holding of the AGM as a virtual general meeting leads to modifications in the otherwise customary course of the general meeting as well as in the exercise of shareholders' rights, which notably, Dr. Christoph Pfaffenberger will address in detail hereafter. First of all, the reports and proposed resolutions on all agenda items are presented to the shareholders on block. Afterwards, the special proxies will have the floor to read out any resolution proposals. Afterwards, the general debate will be held, that 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 the respective order of the agenda. I hereby declare that the convening notice of today's AGM was published in due time in the [ Vienna time ] on 7th of April 2022 in accordance with the provisions of Section 106 Stock Corporation Act and for the more in accordance with Section 107 Para 3 Stock Corporation Act, the electronic European distribution via [ pressetext ] was carried out on the same day, and that all documents to be disclosed pursuant to Section 108 3 Para 3 and 4 Stock Corporation Act have been made available on the company's website as from the 7th of April 2022. I asked the Notary Public Dr. Christoph Pfaffenberger to notarize the resolution of today's Annual General Meeting 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 AGM, which were made available in the convening notice.

Christoph Pfaffenberger

attendee
#2

[Interpreted] Thank you. In the convening of the AGM on the 7th of April 2022, it was announced that today's AGM would be held as a virtual AGM without the physical presence of shareholders. The convening notice 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 of the Annual General Meeting and the information on shareholder data protection. Today's Annual General Meeting takes place at the company's premises in 1030 Vienna, Mechelgasse 1, in the presence of the Chairman of the Supervisory Board, the CEO, Silvia Schmitten-Walgenbach; and the two Management Board members, Dr. Andreas Schillhofer and Keegan Viscius as well as the four special proxies, Florian Beckermann, Gernot Wilfling, Dr. Sascha Schulz and [indiscernible] on behalf of and on the basis of a sub-power of attorney of Dr. Christoph Nauer. As representatives of the auditor Ernst & Young Wirtschaftsprüfungsgesellschaft [ Alexander Wlasto ] and Isabelle Vollmer are connected by a visual and acoustic connection and can personally answer questions addressed to them. In accordance with Section 3 Para 1 Corporate COVID-19-Regulation, the Annual General Meeting is broadcast in full in video and audio in real time on the Internet. By broadcasting the Annual General Meeting on the Internet, all shareholders have the opportunity to follow the course of the Annual General Meeting in real time via this acoustic and optical connection and thus, particularly the presentation by the Management Board, the answers to shareholders' questions and the voting procedure. This live transmission as a virtual general meeting does not enable remote participation in accordance with Section 102 Para 3 #2 Stock Corporation Act or remote voting Section 102 Para 3 #3 stock Corporate Act and Section 126 of the Stock Corporation Act, and it is not a two-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 of the special proxies proposed by the company. In the Annual General Meeting, each shareholder is entitled to request information concerning the affairs of the company, the group and the 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 offense. It is expressly pointed out that the right to information pursuant to Section 118 Stock Corporation Act can be exercised by the shareholders themselves during this virtual AGM by means of electronic mail, by submitting an e-mail to the Management Board to the address, fragen.caimmo@hauptversammlung.at. Shareholders, therefore, also 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 send the e-mail from the same e-mail address that you indicated on the proxy form. 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 must be named in this e-mail with name, company, data of birth, company registered number of the shareholder. 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 in order to enable the company in case of that to establish the identity of and consistency with the deposit confirmation. Questions received by company will be read out and answered at the General Meeting in accordance with Section 118 of the Austrian Stock Corporation Act. Shareholders, therefore, have the opportunity to react to developments at the AGM 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 by which questions can be asked. Shareholders have the opportunity to amend their instructions in particular with regard to the submission of new motions, the casting of votes or changes to their instructions regarding the casting of votes on one or more items on the agenda, but also as raising objections to items one or more items on the agenda to the relevant special proxy even during the Annual General Meeting up to a certain point in time. For this practice, please use an e-mail to the e-mail address of your special proxy to which you have also sent the power of attorney, namely beckermann.caimmo@hauptversammlung.at, wilfling.caimmo@hauptversammlung.at, schulz.caimmo@hauptversammlung.at, nauer.caimmo@hauptversammlung.at. Please send the e-mail from the same e-mail address that you indicated on the proxy form. The special proxy must be able to identify you by means of the e-mail and establish that your identity matches the proxy. This e-mail must name the person making the declaration, name, company, date of birth, company registered number of the shareholder. And in addition, the completion of the declaration must be made evident by stating the password that you also provided in the proxy form or by replicating the signature of the name or otherwise in accordance with Section 13 Para 2 of Austrian Stock Corporation Act. Please note that during the Annual General Meeting, only electronic communication with your special proxy is possible via the e-mail address as mentioned above. And that, in particular, the special proxy cannot be reached by telephone, including written communication via mobile phone, as text message, WhatsApp, et cetera. The time after 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. The state will probably be close until the end of the general debate. Please note that it may be necessary to briefly interrupt the virtual Annual General Meeting in order to properly process the shareholders' questions or instructions to the proxies received during the AGM. So far, in summary, the course of today's virtual Annual General Meeting as set out in the convening notice.

Torsten Hollstein

executive
#3

[Interpreted] Thank you very much for the explanations, and I hereby order that today's meeting 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, and the participation will be announced and made available to the special proxies for inspection. 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 approximately 5% of the company's capital stock. Since the last Annual General Meeting, namely the Extraordinary Meeting of 30th of November 2021, the number of treasury shares remained unchanged. I now enter into the agenda of the 35th AGM and may inform you at this stage that all of the company's proposed resolutions on the agenda items were properly published on the 7th of April 2022. Agenda Item 1, presentation of the adopted annual financial statements and consolidated financial statements as of 31st of December 2021, together with the management report, the corporate governance report, the proposal of appropriation of profit and the Supervisory Board report for the 2021 financial year. The adopted annual financial statements, including the management report and corporate governance report of the Management Board as well as the consolidated financial statements, including the group management report of the Management Board with the report of the Supervisory Board for the 2021 financial year were made available on the company's website and can be accessed there. In the business year 2021, the Supervisory Board of CA Immo again performed its tasks to the extent required by the law, the articles of association and the rules of procedure. In the process, the Supervisory Board continually monitored and advised the Management Board on the management of the company providing assistance on strategically important questions concerning the development of the company. The Supervisory Board was kept informed by means of 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. Cooperation between the Supervisory Board and the Management Board was characterized by open discussions. Close contact between the Supervisory Board, Chairman and the CEO, underline the openness of exchanges on matters of relevance to decision-making, or developments in the company were reported to the Supervisory Board promptly and in full. No objections were raised. On the key areas of activity of the Supervisory Board, I can report as follows. With the COVID-19 pandemic continuing to dominate the 2021 business year, the Supervisory Board of CA Immo once again focused intensively on the impact of the pandemic on the economy as a whole and on the real estate sector and the business performance of CA Immo, in particular at its 17 meetings in the 2021 business year. The management will provide ongoing reports on all precautions and measures taken. Despite the difficult overall situation caused by the pandemic, the Supervisory Board also dealt with numerous real estate acquisitions and sales in Germany, Austria and Eastern Europe. And in this context, it approved, among other things, the start of the evaluation of all strategic options for the core market, Romania, including a potential sale of the entire portfolio. One of the key issues that the Management Board and Supervisory Board have been facing since the beginning of the year under review was the anticipated mandatory offer by SOF-11 Klimt CAI S.à r.l, or Starwood, pursuant to Section 22 and following of the Austrian Takeover Act and the resulting consequences for CA Immobilien shareholders. In this context, for example, Starwood request for a special dividend and the related convening of an Extraordinary General Meeting in November 2021 as well as the evaluation of CA Immo's liquidity and financing strategy should be mentioned. As part of the regular reporting by 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 as well as the valuation of real estate and the sustainable implementation of the ESG strategy in addition to topics relating to ongoing business activities, evaluating the organization and working methods of the Supervisory Board and its committee was central to an annual self-assessment exercise. The results of this evaluation and the compliance report were discussed and corporate governance reviewed. Concerning the changes in the Management Board. At the end of June 2021, the Supervisory Board decided on the forthcoming succession of CEO, Andreas Quint who retired when his management Board mandate expired on the 31st of December 2021. Effective 1st of January 2022, Silvia Schmitten-Walgenbach was appointed as the new CEO for a period of 3 years until the 31st of December 2024. I would like to take this opportunity to welcome Silvia to her AGM debut. In addition, the Executive Board mandates of CEO, Keegan Viscius; and CFO, Dr. Andreas Schillhofer, were prematurely extended by a further 3 years until the 31st of December 2024 or 31st of May 2025, respectively. With respect to the main activities of the Supervisory Board committees, I would like to refer to the report of the Supervisory Board and to the corporate governance report, both published in the annual report. With regard to the principles of the remuneration system for the Management Board, on which I have always provided information at this point in previous years, I would like to refer to the remuneration policy adopted by the AGM in 2020 and the detailed remuneration report for the 2021 financial year, which like the remuneration policy itself, is available on the company's website and will be or has been submitted to today's AGM for resolution. Finally, I would like to point out that the annual financial statements and the consolidated financial statements for 2021, including the management reports were audited by Ernst & Young Wirtschaftsprüfungsgesellschaft and received unqualified audited opinions. All documents making up the financial statements, the proposal on the distribution of profit, the auditor's reports and the corporate governance report were reviewed and examined in detail by the Audit Committee at its meeting of 21st of March 2022 in the presence of the auditor and the management Board members. Supervisory Board approved the annual financial statement on 23rd of March 2022 and adopted them in accordance with Section 96 Para 4 Stock Corporation Act. At the same time, the Supervisory Board's report to the Annual General Meeting was adopted. The Management Board proposal for the appropriation of profits provides for no dividend. I may now give the floor to the Management Board to report.

Silvia Schmitten-Walgenbach

executive
#4

[Interpreted] Good morning, ladies and gentlemen. My name is Silvia Schmitten-Walgenbach. For simplicity sake, you can call Silvia Schmitten. I would also like to welcome you to today's Annual General Meeting. As of the beginning of the year, I have taken over the position as a Chairperson of CA Immo. I'm very pleased to be able to present the highlights. First of all, I would like to talk about myself and my personal background. Before joining CA Immo, for 30 years, I was working in the area of finance and real estate. I was working as the Chief Operating Officer for Barclays Germany, the Netherlands and Scandinavian countries. Apart from the normal operational issues, I also dealt with corporate real estate with the redesign of all offices in those countries. I was also the Chairperson of the Association of Foreign Banks in Germany and also a member of the Commission of Experts. So the era of real [indiscernible] exchange. As a manager of capital investment companies with Morgan Stanley and Aberdeen Investors where I was in charge of their fund transaction and asset management and as a Director, I was also in charge for the real estate strategy of the Dresdner Bank with the Allianz Group. The first 14 years of my professional career with Deutsche Bank in their structured finance and private equity, predominantly in Frankfurt, London and New York. Thus, I'm familiar with the various perspectives. On the one hand, financial and capital markets perspective and the real estate business, and on the other hand, also the perspective as an investor and as a user and tenant of real estate. All of these perspectives will be contributed to my work at CA Immo, and I'm looking forward to working with my colleagues in order to help shape the future of this first-rate company. Now let's us move on to the presentation. By way of summary, we can say that the business year 2021 has been a very successful year for CA Immo with very strong financial KPIs. We managed to maintain positive growth trends. It is only our recurrent result that has been slightly down, especially due to a slightly lower occupancy of our investment properties in Eastern Europe and the impact of disposals of nonstrategic real estate and thus lower rental income. This, however, has already been reflected in our FFO forecast last year to the amount of EUR 128 million. And we reached this KPI in spite of the pandemic. We also had a very strong EBITDA with very high disposal gains of assets, higher than book value. The record-breaking result was supported by a strong revaluation result of more than EUR 500 million. And the 2021 business year, we managed to improve our portfolio through a number of successful transactions, and our development and construction activities in Germany, and we continue to focus on high-quality office properties. And the value of our real estate assets was increased by 12% to more than EUR 6 billion. As the two diagrams on the slide are showing, we are a net investor. Last year, it is not only through our development activities, but also through the sale of nonstrategic assets and the reallocation of capital to the core business, we managed to increase the value of our company significantly. My colleague, Keegan Viscius, will be talking about the rental performance. Even though it was difficult during the pandemic, and the decision-making processes on the side of our tenants were very slow, we managed to achieve a lot. And now we see a stronger dynamic and demand for high-quality office space where people should get together and want to get together. On the next slide, you can see that CA Immo still has a very strong organic growth. The progress and the development of properties and active project developments are driving the significant new revaluation result. This business area were also significantly influence our NAV in future, the net asset value, as the upper graph of the estimated NAV contribution of active projects under construction is showing. The project update in Berlin is a very good example of that. An example of how a big company imagines modern, sophisticated offices of the future. We are going to develop these spaces together with the company. In connection with the development activities of CA Immo, I would like to mention at this point that, of course, the costs and the supply environment is closely monitored with our subsidiary, omniCon, in charge of construction management. The next slide illustrates how the robust operational performance of CA Immo has an impact in terms of the value increase for all shareholders. We have one of the strongest overall returns in the industry and a double-digit equity ratio of 15% with an average of about 12% over the past 5 years. In spite of the significant distribution of dividends over the past 12 months, which is shown in the lower graph, we managed to maintain a very high equity ratio and a low net loan-to-value ratio, that is the ratio of net liabilities to real estate assets. The subject of sustainability or ESG, which stands for environmental, social and governance, is a special concern to me. And this is why today, I would like to also talk about our engagement in the area of ESG and our activities in this field. It is important to keep our business in balance with the environment and our society, and thus to make a positive contribution to make our economy more sustainable and climate neutral. ESG is a comprehensive concept which reunites many, sometimes very different topics. On the basis of in-depth analysis, we have focused our activities in six focal areas, which constitute the most important fields of action of our society in the entire value chain. This is climate and energy with a focus on the subject of energy efficiency. Then resource, saving and circular economy with a focus on the life cycle of our buildings. Furthermore, the sustainable procurement and supply chains with high ecological and social standards. Then sustainability of neighborhood development in order to create livable working -- living space and also the aspects of health, security and well-being. This is a subject that is, of course, very important for developers and managers of office buildings. The core of our understanding of ESG is composed by corporate ethics, good corporate governance and compliance, which define the values and standards of our business activities. There's also other subjects, namely, this year, we have actively joined the Global Compact of the United Nations. The globally biggest initiative for corporate responsibility and sustainability. On the subsequent slide, we have summarized a couple of highlights of our ESG activities in the business year 2021. Over the past few months, we have intensively worked to elaborate a climate strategy in order to define concrete minimum targets to reduce our CO2 footprint across the entire building life cycle. This is why by 2030, the CO2 emission intensity of the existing building stock will be reduced by 50% compared to the baseline year of 2019. And all new buildings will be climate neutral as of 2030 in terms of the operation. Many employees have worked to develop these measures, and we have reached progress in 2021, such as, for example, green electricity in order to reduce our CO2 footprint and new leases that refer to green leases. All our tenants will be brought on board and involved in our environmental initiatives. What's essential for us in this connection is the continued focus on sustainability certification of our buildings. The value and the scope of the certified buildings has been consistently increased over the past 2 years. At the end of 2021, they amount to 72% of the entire building stock according to book value. At the corporate level, we want to have a good ESG rating that is, of course, used by investors in order to compare the sustainability of companies, but it's also used by banks as a basis for green financing instruments. In a year-on-year comparison, we have achieved good progress and we continue to improve this performance. At the end, I would like to take a look at our ESG governance. There's a personal concern to ensure that the environment and the protection of climate should be even more in the DNA of our company in order to ensure effective control across all levels of hierarchy and it's departments. This is why I'm very pleased that at the Supervisory Board, we have set up an ESG committee, which will deal with these topics in depth on a semiannual basis, especially in the current environment, where we continue to evolve regulatory requirements. The Supervisory Board and the Executive Board need to achieve progress together in order to make CA Immo sustainable and future-proof. A detailed report on our activities in this field can be found in the ESG report, which is part of our management report. And now, I'd like to hand over to Dr. Andreas Schillhofer, who will present the financial KPIs in detail.

Andreas Schillhofer

executive
#5

[Interpreted] Thank you, Silvia. I would also like to welcome you to today's Annual General Meeting. I'd like to present the results for our business year, 2021. Let us talk about the rental result. As you will hear from Ms. Schmitten, the office sector is subject to change. We're convinced that our high quality, good location, good accessibility and also comfort for our tenants are important attributes that our tenants appreciate. In order to make sure that we can show this as a premium provider, we practice capital rotation. What this means is that also for noncore -- well, we're going to divest in disposal of noncore assets. This is why there's been a slight downturn, about 3% in our rental income. Two buildings in Eastern Europe and two in Vienna have been successfully sold. Thus, in 2021, we also withdrew from the Slovak market. With the strategic capital rotations CA Immo has strengthened the quality, the sustainability and the value of its portfolio. Rental reductions due to COVID-19 and rent-free times only amount to EUR 3.1 million in the business year 2021, and thus clearly below last year's value of EUR 6.8 million. This goes to show how resilient our portfolio is also in times of crisis. The Cash collections, so the ratio of the received and grade on rents was 98% in 2021. The EBITDA in a year-on-year comparison rose by 7% to EUR 210 million, especially as a consequence of a higher disposal results to the amount of EUR 49 million due to the disposal of nonstrategic investment properties and land. The sale of a land in Düsseldorf in the second quarter of 2021 contributed the biggest part of this result. Revaluation result is EUR 541 million, so significantly higher than the previous year's value, and I'll come to that in detail. There's clearly positive revaluation result and the higher sales proceeds led to a strong result to the amount of EUR 479.8 million and EUR 4.89 per share. Let us now move on to the revaluation result. As we have just mentioned, the revaluation result amounted to EUR 541.1 million in 2021 and was significantly higher than the previous year's level. So we have to say that as per the end of December, our total portfolio was subject to an external expert opinion. And the result shows that in spite of the COVID-19 pandemic, we still have an attractive environment in Germany, especially in Munich and Berlin. And on the other hand, the profitable development activities but also key driver of this valuation increase with a total of 40% of the total revaluation results. In terms of the progress of our current construction projects and also in terms of the development of property reserves such as classical zoning, thus the German investment properties and construction projects are key here, Mississippi and Missouri projects in Prague were successfully completed and thus had a positive revaluation result. In total, CA Immo, due to its business model, in spite of the pandemic, we managed to increase the value of the real estate portfolio by 9.8% compared to 2020. Let us now move on to operational performance, FFO I. In spite of a market environment that is still characterized by COVID-19, we had an FFO I of EUR 128.3 million and thus, our annual target was completely achieved. This is an FFO I per share of EUR 1.31. The slight downturn of 4% compared to the previous year can be explained by the capital rotation described above and higher vacancies in Eastern Europe. The reconciliation from 2020 to 2021 FFO shows you the biggest positive effects from the increase of rental income by buying of real estate and also MY.O near Munich and MY.B in Berlin, a total of EUR 12 million. The negative impact was due to results of lower occupancy rate in Eastern Europe and also disposals of the capital rotation described by me. So a total of EUR 22 million. We'd like to emphasize also that in 2021, there was a lower -- there were losses of EUR 3.2 million due to COVID-19, lower than in the previous year. This shows the resiliency and robustness of the business model of CA Immo in times of pandemic. The higher financing costs in 2021 compared to 2020 result from the higher interest rate payments in connection with the two emissions of -- issuing of bonds in 2022. Let's move on to the balance sheet. CA Immo still has a very robust financial KPIs. In the balance sheet, as you can see on Pages 21 and 22. Due to the portfolio growth, the balance sheet increased to EUR 7.1 million, a rise of 4%. Our equity capital was EUR 3.3 billion. The equity ratio was slightly increased to 46%. The loan-to-value, so the net debt versus real estate property is 31 -- loan-to-value ratio is 31.1%. So CA Immo is [ last ] among the most robust and strongest commercial real estate companies in Europe. As per the 31st of December, CA Immo had liquid funds to the amount of EUR 633 million. The downturn is essentially due to the payout of a special dividend in December of 2021 and the repayment of a bond. Our unencumbered real estate assets as at year-end amounted to EUR 2.7 billion. So this KPI that you can see on Page 22 has been consistently increased, and this underlines our ability and our claim to be able to continue to grow. Let us now move on to Page 23. As you know, the year 2021 has also been characterized by the increase of our share of the core owner and the majority owner, Starwood Capital Group, asked for this payment of special dividend, or EUR 5 per share. Both installments have now paid out to all shareholders. And this is why CA Immo, as at the 31st of December '21, and were paid dividend to the amount of EUR 3.50 per share. And in the current business year, on the 15th of March of 2022, another dividend of EUR 2.50 was paid out to all shareholders. The total amount of dividends paid out was more than EUR 600 million or EUR 6 per share. In spite of this high dividend distribution ratio, the net asset -- net tangible asset EPRA at the due date was EUR 40.05 per share and remained stable. And CA Immo, as has just been mentioned, has a robust balance sheet with a robust equity ratio and a conservative debt ratio. In spite of this high payout ratio and in light of the current geopolitical environment, the higher uncertainty and volatility in the markets, the Executive Board and Supervisory Board of CA Immo decided to propose today that the entire balance sheet profit of the business year 2021 should be carried forward to new account. Ladies and gentlemen, we will continue to focus on modern digital real estate, [ office ] real estate and sought after locations in our core cities. This provides us with a competitive advantage, and we are convinced that offices, in spite of the COVID-19 pandemic and working from home, remains the central place of work and knowledge transfer and communication for companies. This takes me to the end of my presentation. I would like now to hand over to Keegan Viscius, who will provide you with an update on the real estate portfolio. Thank you.

Keegan Viscius

executive
#6

So thank you all for joining us today. CA Immo faced a great deal of challenge and uncertainty in 2021, including a volatile economic landscape, the office business model coming under pressure and persistent COVID-related health risks. Though the long-term implications of the last 12 months are still unclear, we're proud of what we've accomplished and can confidently say that our business has remained resilient, and we've ended the year in a position of strength. 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 strengthen the underlying fundamentals of our business. I'd like to take the opportunity now to thank all the dedicated CA Immo employees for their hard work and expertise in these uncertain times and for their help in accomplishing what we did in 2021. To start, I'd like to summarize the strategic pillars of our business and what makes us strong, set out key portfolio metrics for the year and highlight some operational activity across the portfolio. Fundamentally, CA Immo is an investor, manager and developer of commercial real estate. We believe the integrated value chain of activities from investment and asset management through to the planning and development allows us to create economies of scale, internalized service profit margins, provide optimal services to stakeholders and to unlock value creation opportunities across the real estate cycle. Our portfolio is positioned in prime locations across major European urban markets, and we believe in the continued long-term trend of urbanization and for cities to act as enablers for innovation, pool clusters of talent, attract the most liquidity and demand and benefit 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 and core-plus through to opportunistic risk taking. Our property portfolio totaled EUR 6.3 billion of assets with 60% of our portfolio in Germany and the remainder in Austria and Central Europe. Our exposure to Germany continues to increase over time due primarily to organic growth through the development pipeline and disposals in Austria and CEE. Berlin and Munich, two of the strongest European real estate markets, remain our top two city exposures, accounting for 25% and 20% of income-producing assets, respectively. Office remains our largest sector exposure, which will also continue to increase over time as developments are completed and stand-alone hotel assets are sold. Overall, the investment portfolio increased by about 5.8% year-on-year with development completions offsetting disposals. Occupancy came down slightly year-on-year to end at 89% with annualized rent down 6.5% to EUR 222 million, driven in part due to asset sales. Our occupational base is anchored by blue-chip tenants from a diverse number of industries. There is no sector dependency due to the diverse tenant structure and nearly all leases are denominated in euros with more than 96% indexed for inflation. With regards to leasing in 2021, across the CA Immo portfolio, 239,000 square meters of leasing was completed, most activity being in Germany, Prague and Warsaw. Of the total leasing, 50% was renewals, with 50% accounting for new leases, expansion space or development pre-leasing. Office space accounted for 91% of all leasing activity with average leases signed at rents 3% better than ERV. As mentioned, full year rent collection was 98%. 16 disposals were completed in 2021, totaling EUR 262 million in gross proceeds and EUR 9.3 million of annualized GRI at the time of sale. Our strategic focus during the year was to take advantage of market liquidity to sell nonstrategic assets as well as to monetize future profit where no further value creation existed. That concludes my section of the presentation, and I thank you for your time.

Unknown Executive

executive
#7

[Interpreted] Let's continue in German. Central organic growth driver of CA Immobilien has been and was the development of modern energy-efficient Class A real estate for our own portfolio and our core markets, especially in Germany. We have comprehensive land reserves in downtown locations, especially in the capitals Berlin, Munich and Frankfurt which is a strategic competitive advantage. And even in coming years, we can reach a significant potential for organic growth. Furthermore, with our management subsidiary, omniCon, we have a lot of expertise in our team, which covers the entire value chain from the operation of land zoning, the realization of infrastructure and the erection and operation of new buildings. Together, we have already implemented a successful development volume of more than EUR 3 billion. This deep value chain is now shown on the next slide, Slide 34, based on recent examples. Value-added was a significant factor also for the revaluation part of CA Immo with a direct share of about 40% or more than EUR 200 million in the business year 2021. Three buildings were completed as planned in the 2021 business year with Mississippi House and Missouri Park, the entire office campus, River City Prague is now taking its final shape, consisting of a total of five buildings with a total of 84,000 square meters useful space. Our long-term vision to turn a forgotten brownfield development into a booming environment that is completely integrated in the life of cities is now completed. The high energy efficiency of buildings, which are below the tech standards in terms of energy consumption by more than 50% is the use of geothermal energy as a primary source for heating and cooling, triple glazing on the [ facade ], intelligent LED lighting with dynamic control of color temperature and light intensity and intelligent climate control with CO2 monitoring. Now you can see our current development pipeline in construction with a total investment volume of approximately EUR 1 billion and a pre-letting ratio of an average of more than 80%. A highlight of the current business year will be the completion of our Skyscraper project ONE in Frankfurt. ONE was designed as a new work building, which does not only combine different types of use, but also combines all kinds of connected working and exchange with numerous informal places of meeting and working. Generous lobby use by all the office users and the hotel is at the ground floor level, and that's the urban center of the building. There's the reception, hotel check-in and also attractive areas such as a lounge and cocktail bar and a cafe. On the upper floors of the ONE building, this modern office space, the structure which is in line with new requirements. Flexible office and communal spaces can be individually adapted to the needs of tenants. ONE is also offering all kinds of opportunities of modern technical and smart infrastructure, and the digitalization. On several floors, there's a separate co-working space and meeting space. This can be used in a flexible and temporary way, either by the office tenants, their hotel guests and trade show visitors or people from Frankfurt. Projects, such as this one, are good transition to the current strategic boundary conditions and how CA Immo is positioned within those boundary conditions. The COVID-19 pandemic has changed our working lives, and trends that are existed previously were strengthened and accelerated. Mobile working and the flexible change between work and private life have become normal in the past 2 years. A lot has been discussed about whether and which form offices will still be needed in the future. But the longer we have been forced into the home office by the pandemic, the clearer it became that we can work from home, but that the social functions such as communication, coordination and cohesion to find new creative approaches and the professional infrastructure of offices are essential for many workers as well as their employers. This is why more quality is needed in offices. We see a shift to more sophisticated, higher quality office space and better, easier-to-reach locations. Quality comes before quantity. And this also has an impact on the degree of rental. Digitalization and demographic change also lead to changes in terms of the employees' qualifications and thus exacerbate the fight and the war for the best talent. The importance of employee retention is increasing for companies. What this leads to, in turn, is a higher importance of offices as a central place where team building and cohesion and also identification with and loyalty to the company are marked and developed. A further trend that we can clearly see is the wish for more additional services to be provided, flexible space concepts that can be adapted quickly and without any major efforts to changing requirements. And also the possibility to reduce the amount of useful space upon request. Tenants asking for more than just a provision of space. It's often about very individual ideas that the users and occupants haven't. They are also ready to pay for it. For example, they want to have workplaces outside, ability to practice sports and meeting points where also good catering is available. And we also see that the question of sustainability is increasing. The market demand coming from tenants, which is often driven by employees is increasing. Yes. The office sector is subject to a process of change. The future office is in high-quality premium segments, which means high quality of rooms, good location, good accessibility, flexibility, sustainability, tenant comfort and well-being. Office buildings that meet these requirements will be able to retain and find tenants, will remain competitive and maintain the value. For us, at CA Immo, this development is a confirmation of our strategic positioning as a premium provider of high-quality office space. And in future, it will be increasingly our goal to ensure that our tenants and their working worlds will be supported with the best products and services. In concrete terms, on this last slide, this shows our focus for this year. Apart from the completion and the integration of our two projects in Frankfurt and Berlin, we are going to consistently pursue the path that we have embarked upon with capital rotation and value maximizing use of our liquidity. We have also seen this in the current share price, and this is why we have launched the share buyback program. At the same time, we can currently not really say exactly how the boundary conditions will develop for the economy and our sector, in particular, in the coming months. While the pandemic is increasingly receding, it is difficult to completely assess the far-reaching consequences of geopolitical developments and to come up with forecasts for this year. And this is why details on the financial targets for the business year 2022 will be announced in the coming months. We will continue to focus on ensuring that our assets and projects are developed to the best of our ability and to look after our existing and potential future tenants to the best of our ability. Thank you very much for your attention. I would like to hand back to our Chairperson of the Supervisory Board. Thank you very much.

Torsten Hollstein

executive
#8

I would like to thank the members of the Management Board for the report, and I hereby state that the annual financial statement and the consolidated financial statements for the 2021 financial year, including the management reports, the report of the Supervisory Board and the Corporate Governance report have been brought to the attention of the Annual General Meeting. I would again like to point out that no resolutions need to be passed on the first item on the agenda. For the purposes of the general debate, I now also call up all other items on the agenda and ask Notary Dr. Pfaffenberger, to present the resolutions that are proposed.

Christoph Pfaffenberger

attendee
#9

On the agenda Item 2, resolution appropriating the net profit recognized in the annual financial statements for the 2021 financial year, the Management Board and Supervisory Board proposed that the distributable net profit recognized in the annual financial statements as of 31st December 2021 in the amount of EUR 440,138,865.80 shall be carried forward in its entirety to new account. No further resolution proposals have been made on the second item agenda. Item 3, resolution discharging the members of the Management Board for the 2021 financial year. With regard to this item and the fourth agenda item, I would first like to refer to the exclusion of voting rights pursuant to Section 125 of the Austrian Stock Corporation Act, according to which persons who have to be discharged as members of the Management Board also provide report 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 the fourth agenda items, such voting bans are taken into account by reducing the attendance accordingly. The Management Board and the Supervisory Board proposed that this charge be granted for the members of the Management Board who were in office in the 2021 financial year for this period. 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 2021 financial year. The Management Board and the Supervisory Board proposed that this charge be granted for the members of the Supervisory Board who were in office in the 2021 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 have 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 concerned. No further resolution proposals have been made with regard to the fourth agenda item. Agenda Item 5, resolution on the remuneration of the Supervisory Board for the 2021 financial year. The Management Board and Supervisory Board proposed that for the 2021 financial year, the members of the Supervisory Board are granted to a remuneration in the total amount of EUR 308,356.16, whereby each member of the Supervisory Board receives, in addition to the reimbursement of cash expenditures, a fixed annual remuneration of EUR 30,000. The Chairman receives twice and his deputies 1.5x the fixed remuneration. 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 2022 financial year. The Supervisory Board proposes to appoint Ernst & Young Wirtschaftsprüfungsgesellschaft.m.b.H [ Wagramer Straße ] 12-20 Vienna as the auditor 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 2022 financial year. I'd point out that Ernst & Young has duly prepared the transparency information required under Section 271 A Austrian Commercial Code and that this is also available on the company's website. No further resolution proposals have been made with regard to the sixth agenda item. Agenda Item 7, resolution on the company's remuneration report for the 2021 financial year. The Management Board and the Supervisory Board proposed that the Annual General Meeting adopts the remuneration report for the 2021 financial year as published on the company's website, www.caimmo.com. In this regard, I may 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 publicly listed company must prepare a clear and comprehensible remuneration report for the remuneration of the members of the management Board and members of the Supervisory Board. This remuneration 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 Boards in accordance with the remuneration policy, Section 78A and Section 98A Stock Corporation Act, including all benefits in any form. The remuneration report for the respective past fiscal year must be submitted to the Annual General Meeting for approval. The vote has the nature of a recommendation. The resolution cannot be contested, Section 78B Para 1 Austrian Stock Corporation Act. In accordance with Section 108 Para 1 Stock Corporation Act, the Management Board and the Supervisory Board must make a proposal to adopt the resolution on the remuneration report. Pursuant to Section 108, Para 4 #4 Stock Corporation Act, the resolution proposal of the Management Board and the Supervisory Board regarding the resolution on the remuneration report and the remuneration report itself shall be made available on the company's website, registered in the commercial register no later than on the 21st day prior to the Annual General Meeting. In the meeting of 23rd of March 2022, the Management Board and Supervisory Board of CA Immobilien Anlagen AG, adopted a remuneration report pursuant to Section 78C in conjunction with Section 98A Stock Corporation Act and propose a resolution pursuant to Section 108 Para 1 of the Austrian Stock Corporation Act. The remuneration report for the 2021 business year has been available on the company's website. Registered in the commercial register since 7th of April 2022, the address is www.caimmo.com. No further resolution proposals have been made with regard to the seventh item of the agenda -- I have to correct myself. I read remuneration report for the 2020 business year. Of course, it should read for the 2021 financial year, and that's agenda Item 7. Now agenda Item 8, election of one person to the Supervisory Board. The Supervisory Board mandate of Klaus Hirschler expires 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 four registered shares is entitled to nominate one Supervisory Board member. All other members of the Supervisory Board shall be elected by the general meeting pursuant to Section 88 Para 1 Stock Corporation Act, the total number of members allocated by registered shares may not exceed 1/3 of all Supervisory Board members. Up until now, that is after the last election by the Annual General Meeting of 2021, the Supervisory Board comprised five members elected by the Annual General Meeting. This is complemented by two members delegated via registered shares and four members delegated according to the Austrian Labor Constitution Act. At today's Annual General Meeting, one member would have to be elected in order to equal the previous number of elected members once again. The supervisory proposes that the mandate be filled by the reelection of Professor Hirschler. The following election proposal for the candidate nominated by the Supervisory Board is based on the requirements set forth in Section 87 Para 2 Stock Corporation Act and in the Corporate Governance Code. The company falls within the scope of Section 86 Para 7 Stock Corporation Act, seven shareholder representatives. There are five elected members and two members delegated via registered shares currently contain 4 men and 3 women. The four employee representatives contain 3 men and 1 woman. No objection pursuant to Section 86 Para 9 Stock Corporation Act has been raised, so that the minimum quota requirement pursuant to Section 86 Para 7 Stock Corporation Act has been met with a total of four female representatives on the Supervisory Board, irrespective of the proposed appointment. In accordance with Article 10 Para 1 of the Articles of Association and Section 87 Para 7, in conjunction with Section 86 Para 7 Stock Corporation Act, the Supervisory Board, therefore, proposes to really reelect Professor Klaus Hirschler as member 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 the discharge of the Supervisory Board for the business year 2025. If this proposal meets with approval by the Annual General Meeting, the Supervisory Board of CA Immobilien Anlagen AG, within the limits imposed by the Articles of Associations, maximum of 12 shareholder representatives, would further consist of 5 members elected by the Annual General Meeting and the members delegated via registered shares. The other members are delegated according to the Austrian legislation on labor relations. Dr. Hirschler has submitted a declaration pursuant to Section 87 Para 2 Stock Corporation Act, which is also available on the company's website, along with the respective curriculum vitae. Dr. Hirschler has already declared that he will accept the election in the event of his election. Since Mr. Hirschler has already been appointed as member of the Supervisory Board of CA Immo and is well known, a personal introduction has been waived. However, Dr. Hirschler is available via a two-channel connection and can answer any questions addressed to him. His answers would then be read out. Only motions and election nominations may be put to the vote which, together with the declarations prescribed by Section 87 Para 2 Austrian Stock Corporation Act, were received by the 26th of April 2022 and published on the website no later than 28th of April 2022. No such nominations have been received from the shareholders. Agenda Item 9, resolution on the amendment of the Articles of Association in Article 2 (object of the company), Article 17 (possibility of remote participation and voting of shareholders), and Article 20 (possibility of remote participation of members of the Executive Board and the Supervisory Board in the General Meeting). The Management Board and Supervisory Board propose that the Annual General Meeting adopt the following resolutions: one, the Article of Association shall be amended in Article 2 Para 1 to read as follows: a, Section 2, Para 1, the purpose of the company domestically and internationally is acquisition, development, and utilization of developed and undeveloped properties and similar land rights, including sale, hiring, renting, and leasing; b, completion of all procedures regarding planning permission and zoning in connection with the project development as well as other approval procedures such as building and demolition permits and use permits; c, planning, designing and implementing building projects of any kind as well as preparing submission and execution plans and general plans; d, executing construction works of any kind up to turnkey production as well as construction services connected with the project development, be that general contractor, total contractor or property developer; e, exercising the trades of property developer, real estate broker and property manager (real estate agents); f, operating hotel establishments and similar operator run properties, parking garages and parking lots; g, acquisition, utilization, management of shareholdings and/or companies having the same or similar business purpose; h, development and assessment of financing and taxation models of concepts under company law to the extent that such activities are not reserved to other professional groups; i, preparation of site analyses as well as market feasibility in project studies; j, trade in goods of any kind; k, conclusion of any other business transactions serving the interest of the company. If and to the extent that the activities described in Article 2 Paragraph 1 of the Articles of Association are performed for third parties, the company shall only perform such services indirectly through its authorized subsidiaries. However, the company shall also be entitled to provide these services directly, provided that the necessary approvals for this purpose are obtained in advance in each case. Second, a new Paragraph 5 shall be added to Article 17 of the Articles of Association, which shall read as follows: The Management Board is authorized with the consent of the Supervisory Board to provide in the notice convening the shareholders' meeting that shareholders may also participate in the shareholders' meeting by way of remote participation. Article 102 Para 3 #2 of the Stock Corporation Act and/or remote voting Article 102 Para 3 #3 of the Stock Corporation Act, and thereby exercise individual or all rights. If the management Board makes use of this authorization with the consent of the Supervisory Board, the details shall be announced in the convening notice. Three, a new Paragraph 4 shall be added to Article 20 of the Articles of Association, which shall read as follows: The members of the Management Board and of the Supervisory Board should be present at shareholders' meetings. The auditor shall be present at ordinary shareholders' meetings. It is permissible to connect the members of the Management Board or of the Supervisory Board via a video or audio two-way connection. So with this, I note that the presentation of reports and proposals has been completed at 12:10. I now announce the actual attendance at today's Annual General Meeting. According to the list of participants signed by me, 395 shareholders are represented by the 4 special proxies who are entitled to 77,752,137 votes. The Annual General Meeting has a quorum for the announced agenda items. The list of participants will be made available electronically to the 4 special proxies present. For reasons of data protection law, we refrain from disclosing the participant list on the Internet during this transmission. In this context, I would like to point out to the shareholders that Petrus Advisers Investments Fund L.P. is again represented at today's Annual General Meeting with 1,104,000 shares. Petrus Advisers Investments Fund L.P. has filed an action for annulment with the Commercial Court of Vienna against numerous resolutions of the last Annual General Meeting and against the resolutions of the Extraordinary General Meeting of November 30, 2021. In the context of the legal challenge proceedings pending between the company and this fund, the company has established that this fund is likely to be an association of persons without legal personality. Under Cayman Islands' law, the L.P. is an exempted limited partnership, which cannot be the bearer of either rights or obligations which, therefore, in particular, cannot have ownership of the shares registered for today's AGM. Instead, the shareholding of the fund is likely to be attributable exclusively to the general partner of the LP in terms of property law. In the opinion of the company's legal advisers, this follows from Article 16 of the Exempted Limited Partnership Act 2021, which stipulates that the general partner holds the assets of the fund as trustee since this legal issue has not yet been finally clarified by the court and will apparently be finally clarified at the Commercial Court of Vienna by a legal opinion to be commissioned by the court in the next few months. I, as Chairman of the Annual General Meeting, have decided, in order to avoid further disputes, to conditionally and without prejudice to the opposite legal position of the company, admit the shares presumably incorrectly registered for Petrus Advisers in today's resolution. In order to create the greatest possible transparency for all shareholders as to whether the shares of Petrus Advisers Investments Fund L.P. that I have conditionally admitted today will have an influence on the voting results at today's General Meeting. I will return to this point by way of clarification after each resolution has been adopted. If there are any objections from shareholders to this procedure, I would ask you to speak on this matter. To give the proxies time to obtain any obstructions from the shareholders, I will briefly interrupt this General Meeting for 5 minutes. [Break]

Torsten Hollstein

executive
#10

[Interpreted] Welcome back shareholders. Now before I ask the proxies whether there has been any objection, a small correction, I was inadvertently talking about an Extraordinary General Meeting. But of course, I meant to say Annual General Meeting. Now I may ask the proxies whether there has been any objections from shareholders to this procedure regarding Petrus Advisers. First of all Mr. Beckermann.

Florian Beckermann

shareholder
#11

[Interpreted] Mr. Chairman, I have received no objection. Thank you.

Torsten Hollstein

executive
#12

[Interpreted] Thank you. Mr. Wilfling?

Gernot Wilfling

shareholder
#13

[Interpreted] Thank you. I have not received an objection.

Torsten Hollstein

executive
#14

[Interpreted] Mr. Schulz?

Sascha Schulz

shareholder
#15

[Interpreted] I didn't receive any instruction.

Torsten Hollstein

executive
#16

[Interpreted] Mr. [indiscernible]?

Unknown Shareholder

shareholder
#17

[Interpreted] Mr. Chairman, thank you. I did not receive any instruction on this point.

Torsten Hollstein

executive
#18

[Interpreted] Thank you to the special proxies. So we continue as I proposed. Since there was no objection to the conditional admission, I hereby sign the attendance register. I now give the floor to each of the special proxies and would like to ask whether any motions for resolutions have been received from the shareholders granting power of attorney. If so, I ask you to rate them out. If not, please confirm that you have not received any motions for resolution. Again, same order. Mr. Beckermann.

Florian Beckermann

shareholder
#19

[Interpreted] Chairman, first of all, I would like to thank 375 shareholders with 14 million shares to give me a power of attorney. I did not receive a motion for resolution.

Torsten Hollstein

executive
#20

[Interpreted] Mr. Wilfling?

Gernot Wilfling

shareholder
#21

[Interpreted] Thank you. I have received one resolution from Petrus Advisers Investments L.P., Voting Card 226, and I read out: Proposal to notarize and adopt in the minutes all comments and questions of all shareholders verbatimly. The totality of statements and questions, including the answers to the questions of all shareholders shall be taken up in the minutes verbatimly. This relates particularly to all questions, motions for resolution and statements of Petrus Advisers Investments Fund LP on all items of the agenda, but also on all questions, motions and statements of all other shareholders. Thank you.

Torsten Hollstein

executive
#22

[Interpreted] Thank you. Dr. Schulz?

Sascha Schulz

shareholder
#23

[Interpreted] I have not received any motions for resolution.

Torsten Hollstein

executive
#24

[Interpreted] Mr. [indiscernible]?

Unknown Shareholder

shareholder
#25

[Interpreted] I did not receive any motions.

Torsten Hollstein

executive
#26

[Interpreted] Thank you. And we now start the general debate. It is now 12:22. I will open the general debate, that is reading out and answering of questions. In this regard, I would like to inform you that the company has already received questions from shareholders by e-mail before and during the course of the Annual General Meeting. 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.

Torsten Hollstein

executive
#27

[Interpreted] I will now read out the questions from the shareholders, starting with the IVA, the association representing the interest of shareholders one-to-one voting card. A question that will be answered by Mr. Schmitten. The question is, the IVA asks for reading out the following questions and comments in a meaningful way and for precise answers. Virtual AGM, what incidences of the COVID-19 pandemic were seen enough in order to have a virtual AGM? What medical expert opinions did you use? C, did you know that you restrict -- that you have to accept the restriction of shareholder rights? And d, how do you plan to deal with that?

Silvia Schmitten-Walgenbach

executive
#28

[Interpreted] The lawmaker has provided the possibility until the 30th of June 2022 to hold virtual AGMs, and we have used this opportunity in accordance with the market practice of listed companies. We have good factual reasons and seeking a medical expert opinion was not required because of the public COVID situation and the publication -- the ongoing publication of infection figures, but we are looking forward to attendance AGMs in the future. And with that, we will also fulfill the expectations of all shareholders. Thank you.

Torsten Hollstein

executive
#29

[Interpreted] Next question of the IVA to be answered by Mr. Schillhofer on the share price. The share price has fallen with the market [indiscernible]. The shareholders are annoyed. We have been able to see that the end price was negative. What is the task of the market maker -- what is the cost of the market maker. And c, has this anomaly been noticed by any member of the Management Board?

Andreas Schillhofer

executive
#30

[Interpreted] I will combine questions A and B. Several market makers work closely at Immo, working on the basis of the tenders of the Vienna Stock Exchange. No additional mandates with us. Question c, development of the share price across the last months reflects, on the one hand, the special dividend payment, but also the generally challenging market environment, which is marked by great uncertainties and volatility. The share performance in the current year since the 1st of January is a downturn of 19%, unadjusted by the additional payments of EUR 2.50 per share and can be compared with the average performance of our competitors. On the average, the decline is 17% in the share price. The EPRA Developed Europe Index, ex-U.K., which is a very important reference index for real estate, has a negative performance of about 16% and thus a comparable order of magnitude. And I think this answers the question.

Torsten Hollstein

executive
#31

[Interpreted] Andreas, the next question is also just to you, on business development. A, in the investment program, according to the annual report, the German investment properties had a gross yield of only 3.3%, while a gross yield of 5.3% was observed in Austria and 5.6% in Hungary. Does this allow us to conclude that the properties in Germany can only contribute to a positive business development because of revaluation fantasies? And wouldn't it be meaningful to dispose of some of these weak German properties and use the resulting capital in a more sustainable way? Or should we look forward to the next special dividend and see the valuation result is abundant? The global economic developments will also have an impact on CA Immo. What revaluation changes do you plan for 2022?

Andreas Schillhofer

executive
#32

[Interpreted] I'll answer them in the same order. Question a, as you know, we are focused on premium office properties in different core markets and regions, which are, of course, subject to different market conditions and also yields. Our German investment properties, due to the market conditions we find there, have lower gross yields than other parts of our portfolio. The valuations are independently carried out by CBRE and are based on the current occupancy and on the level of events, but also on expected leases. On the basis of under-rent -- because of under-renting of the German portfolio, the gross yield today, current rental income seems to be relatively low, but it also includes the future potential of additional leases in these contracts. We see great potential for further rent increases after the expiry of current contracts in Germany. And so I share -- I do not share your opinion. Question b, for the reasons I mentioned, we do not believe it makes sense to dispose of our properties in Germany, because they have a potential for additional lease contracts and value increases. Once we have realized all of the potential for value increases of a property, it is, of course, our task to wonder whether we are still the best owner. And in the context of our strategic capital rotation program, we have also disposed of various properties. As a matter of principle, we have a number of different uses in order to reinvest income from sales, getting new investment properties with value, upside potential, land acquisition. We can also make investments in our current properties in order to increase their value, particularly with a view to ESG. And of course, there are investments in our development pipeline, our building projects, that is the third track. We can also pay back the borrowed capital, as we already did last year, because of the repayment of a bond. And of course, we can also repay capital to the shareholders, either by making payments or by share buyback, because we are currently traded under our net value on the stock exchange. The third answer is rather short. As you know, and as I've said, our valuations are done externally by an independent expert. So we have no influence on the result of the valuation opinion. So in the future, we don't know about the future, but it will always be the case that main part of the valuation result will depend on our project development activities. Thank you.

Torsten Hollstein

executive
#33

[Interpreted] Next question, again, from the IVA, to Keegan Viscius. Rent income. The economic occupancy of 88.9% on the 31st of December compared to 94.8% on the 31st of December is a strong negative indicator for the prospective rental income 2022. Question, what concrete measures do you plan? So what concrete measures are you planning in order to improve the situation? And what is the situation on level of tenancy on the 31st of March?

Keegan Viscius

executive
#34

The rate of the portfolio is primarily attributable to one-off effects and also a more challenging letting situation in our CEE markets, also in conjunction with shorter lease terms in CEE and the somewhat associated higher volatility. However, based on the current leasing situation, we expect to be able to increase the occupancy rate again in the medium term. To this end, we are strongly anchored in the respective markets with our local teams in order to win tenants for us through the high quality of the rental space and location of our properties, close contacts with the tenants through our local teams, and through attractive pricing. However, it should be noted that in these uncertain times, decision-making processes with tenants is taking longer than before COVID. We're convinced that the office and high-quality will remain significant as an essential place of cooperation and anchor for companies and that there will be sustained tenant demand for such high-quality space in attractive cities and locations. We will announce the occupancy rate as of 31 March 2022 in the course of our quarterly publication at the end of May.

Torsten Hollstein

executive
#35

[Interpreted] Next question to Mr. Schillhofer. Interest rate policy. After several years of zero interest policy, the ECB seems now to plan hikes. You state that liabilities have a fixed interest rate of [ 6% to 7.1% ] and during risk analysis, you will certainly have looked at the interest rate risk, if there should be prime rate hikes. Could you sketch out what additional interest payments CA Immo would have to have if the rate would be increased by 1%? There are now challenging financing conditions and hedgings in the market that could weaken the profitability of new projects. Will you have a higher share of variable financing agreements, inflation? Currently, we have an inflation rate of about 6.8% in Europe. What is the impact of that?

Andreas Schillhofer

executive
#36

[Interpreted] Question a, you're right. In the secured and in the unsecured areas, the financing conditions are becoming more expensive for all market participants because of various effects. The geopolitical risk because of the war in Ukraine, we have increasing inflation, and we also have supply bottlenecks and the reaction of the central banks on this. All of that needs to be taken into account when you compute scenarios. And of course, we do that. That is a regular part of our risk assessment process. And that's why I can reassure you, if interest rates should increase by 1%, we expect an annual increase of the financing cost of about 10%, valid as of 31st of December 2021. We have a high interest rate hedging ratio of about 90%. And this is why the risk of rate hikes is quite low for our existing financing arrangements. Question b, in new building projects, in the building phase, there is no interest rate hedging. This is only done once we come to -- once the property is an investment property. And question c, impact of inflation. Yes, of course, heightened inflations have several effects for us, but also for many of our competitors. First of all, higher inflation also means that we have more rental income because of the indexing clause in our rental contracts. More than 90% of all our rent contracts are index bound or they have some rental adjustment clauses. Secondly, if the increase in costs cannot be completely transferred, there might be higher operational costs for investment properties and higher costs for project development. But of course, we do have resources, as explained by Ms. Schmitten, that evaluate the situation on an ongoing basis. And further interest hikes during refinancing may lead to higher costs. Nonetheless, increasing interest rates can also have an impact on rental markets and the valuation of properties, and those potential effects, we have not been able to quantify so far, and we will do so in the course of the year in our reports. Thank you.

Torsten Hollstein

executive
#37

[Interpreted] The next question goes to Mr. Schillhofer again, again from the IVA. The war in Ukraine has led to distortions in the energy markets. Especially gas consumers are dramatically hit by the higher gas prices. What is the impact of the higher gas prices on the business of CA Immo? And what is the impact on the ancillary costs of our tenants?

Andreas Schillhofer

executive
#38

[Interpreted] Well, to put this in perspective, as of 31st of December 2021, we had 27 gas-heated investment properties. Out of a total of 74 investment properties, 41 buildings are heated with district heating, three of them are in Austria, four in Germany, and 20 in CEE. Allow me to find the question again. Okay. So let me start again. So three of those investment properties are in Austria, four in Germany, and 20 in CEE. Rising gas price has been rising operating costs in our real estate properties that are supplied with gas. And these costs are passed on to, the majority of these costs to our tenants. So the tenants have higher ancillary costs due to the higher gas prices. Also, CA Immo has higher costs that cannot be transferred because, for example, heating of general areas.

Torsten Hollstein

executive
#39

[Interpreted] The next question also goes to Mr. Schillhofer. So don't switch off, please. At this time, it's about donations -- other operating costs or donations. Who did we donate to and how much? And have there been any donations to political parties in the past?

Andreas Schillhofer

executive
#40

[Interpreted] Well, we support selected charitable institutions, hospitals, schools in the cold cities. In 2021, we have donations that we paid to the Red Cross and the campaign "Deutschland hilft" Germany helps for the victims of the flood disaster in Germany. In total, CA Immo donated EUR 96,000 to social and medical institutions. There have been no donations to political parties. Any donations or contributions in kind to political parties or politically exposed individuals are banned across our group. Our directives for gifts and donations can be downloaded from our website.

Torsten Hollstein

executive
#41

[Interpreted] Thank you. And also, the next question goes to Andreas Schillhofer. This time, it deals with the advertising costs for ads. Give us the media mix of CA Immo? Which medium and how many euros did you pay? And did you also have ads in the media of the chambers? And if so, how much?

Andreas Schillhofer

executive
#42

[Interpreted] I can't really completely see the question on my screen. Well, now I have it. Okay. So CA Immo is very selective in placing ads, especially in Austrian business, real estate and financial market media. In 2021, a total of EUR 40,000 were paid for ads. EUR 17,000 went to the [indiscernible] magazine; EUR 5,200 to the business magazine, Trend; EUR 5,800 for the business magazine, Gewinn; EUR 4,800 were placed in ads in the [indiscernible], EUR 4,000 for the real estate magazine; and EUR 2,000 for a corporation with a platform [indiscernible]. So no ads were placed in the media of chambers.

Torsten Hollstein

executive
#43

[Interpreted] Okay. Thank you very much. The next question goes to CEO, Silvia Schmitten. From the IVA, the question is about whistleblowers. So have there been any reports on whistleblowers in the year under review? And which ones led to consequences?

Silvia Schmitten-Walgenbach

executive
#44

[Interpreted] Well, I can quickly answer this. There have been no reports from whistleblowers in the past year.

Torsten Hollstein

executive
#45

[Interpreted] Okay. Thank you very much, Silvia. This has been the questions asked by the IVA, the interest group for investors. Now let's move to the next group of questions that we have received from shareholder, Josef Baumuller, and he has asked me to read out his statement. And he also requests clearly focused answers as he believes that this is also in the interest of the participants of the AGM. So furthermore, I have been asked to -- after answering of following questions, I need to provide plenty of time for further questions -- follow-on questions to be asked. So thank you, in prologue. Dear Mr. Hollstein, dear ladies and gentlemen, like every year, it is a pleasure to participate in this year's Ordinary General Meeting of CA Immo and to present the following catalog of questions. I hope that it will be answered in a constructive manner. And hopefully, this will also benefit the representatives of the company. I'd like to show you my appreciation. I have seen what progress CA Immo has made in the area of sustainability and nonfinancial reporting, which is a topic that is very dear to me. So a lot has changed recently in how we deal with the ecological and social dimension of the management of the company and the priorities communicated to the outside and also the anchoring of these principles at the government level. Furthermore, a lot remains to be done, and this is why you have received this catalog of questions. But of course, I would like to also underline that a lot has been achieved so far. So it is good to be seen as a maybe critical, but also well-meaning shareholder of CA Immo. I think CA Immo is very successful and stable. And this is, I think, something that we need to mention in light of the volatility of the Austrian sector of real estate. I have already talked to members of the very nice and very engaged sustainability teams. I've learned a lot from them. So thank you very much. I would like to wish these people a lot of joy and strength in the further activities. But I would also like to thank all the employees of CA Immo for everything they've achieved in the past business year that we will be able to report on with pride. So all the best wishes, have joy, and health, and optimism, and health in these dark times. This brings us to question one to Ms. Schmitten, and I also like to welcome you and congratulate your new capacity at CA Immo and wish you a lot of joy and a lot of luck. In connection with sustainability, I would like to ask you to answer the following questions. What does sustainability mean for you personally?

Silvia Schmitten-Walgenbach

executive
#46

[Interpreted] Well, as I mentioned in my presentation, the subject of sustainability is a special concern. And from the very beginning of my activities here at CA Immo, I have attributed a very high priority to sustainability. It is my personal claim to leave to my daughter a livable environment. And I would like to do whatever I can. In the corporate context what this means is that we need to orient our actions to ensure that we can make a long-term positive contribution for and with our stakeholders, our employers -- our employees, our investors, our business partners and society as a whole. Thank you.

Torsten Hollstein

executive
#47

[Interpreted] What is the value of transparency in terms of sustainability of companies for you?

Silvia Schmitten-Walgenbach

executive
#48

[Interpreted] Transparency is an essential aspect of responsible management of a company and the basic prerequisite for trust of stakeholders in our company. And trust, again, is the basis for the success of our company. This is why it's very important.

Torsten Hollstein

executive
#49

[Interpreted] So how do you see the status quo of CA Immo in terms of these two points, sustainability in what we do and the reporting on this? So what do you think has been done well? And where do you think there's a need for improvement?

Silvia Schmitten-Walgenbach

executive
#50

[Interpreted] Well, like I said and like I explained, in recent years and also in 2021, in particular, a lot has been done by way of sustainability at CA Immo. Our ESG strategy, the expansion of the ESG reporting, and also at the operational level, a lot of measures were initiated and implemented like I presented in detail. In the first quarter, we took concrete and measurable minimum targets for the protection of our climate, which has been a very important step from our perspective. But what's important is to be more specific of individual steps to help us reach those goals and also the preparation for current and foreseeable developments in the area of regulatory requirements, to name just a few.

Torsten Hollstein

executive
#51

[Interpreted] And the last question of this first round of questions. What do you think further development of company should focus on in your term of office, especially with reference to sustainability?

Silvia Schmitten-Walgenbach

executive
#52

[Interpreted] It's important to achieve an equilibrium of our business with the environment and our society. So this needs to be a prime concern. It is especially important to ensure that the processes and roles and responsibilities within our company are clearly defined in order to be able to integrate ESG to the best of our ability in all our areas and departments and to have an optimum control and coordination of the various topics. I believe that this is indispensable in order to create a long-term value for real estate assets and our entire company. The motto on our Business Report 2021 is the future begins where people start investing into the future today. And this is what we want to live.

Torsten Hollstein

executive
#53

[Interpreted] This takes us to question two. The integration of sustainability aspects and the remuneration system of the Executive Board is very positive. But so far, this is primarily at the project and level of measures. I could not see a dedicated KPI reference from your reports. So it would be important, for consistency reasons, to have a KPI for sustainability reporting in the remuneration system, as we can see it also for financial reporting. So do you share this point of view? And what development steps are we planning in this area?

Silvia Schmitten-Walgenbach

executive
#54

[Interpreted] So this is a question to me. So remuneration is my remit. So the topic of remuneration of top management based on KPIs plays a very important role at CA Immo. We are pursuing the development of European industry standards and a study from 2020 showed that almost all companies in the 15 markets analyzed at Belgium, Denmark, Finland, France, Germany, Great Britain, Ireland, Italy, Netherlands, Norway, Austria, Portugal, Sweden, Switzerland and Spain are lagging behind somewhat. On average, the share of companies that have ESG KPIs and remuneration plans for executives is 34%. So we share your view that there's a need to act further. As you said quite rightly, the goals of the Executive Board and of senior management also have sustainability aspects. In 2021, the ESG target was the development of a 3-year plan for direct and indirect carbon emissions and the energy consumption of the group and its buildings to define steps to reach these goals and to reach the goals for the first year. In this connection, sustainability targets have been developed and we also have decarbonization targets for the group that will constitute the basis for remuneration system based on sustainability KPIs.

Torsten Hollstein

executive
#55

[Interpreted] Question three, the war in Ukraine is a devastating event. The sustainability implications go far beyond what we have considered under financial considerations. I would like to ask you to present the ESG implications of the war in Ukraine for CA Immo, especially in terms of [ N-A-D-I-V-A-G ]? And I would also like to ask you to explain the aid measures so far? A question for Silvia, our CEO.

Silvia Schmitten-Walgenbach

executive
#56

[Interpreted] As a company, of course, we are called upon to show solidarity, active commitment and aid measures. Our team in Poland has provided some space free of charge where legal advice is offered for refugees. Furthermore, we have recently made a donation to the Austrian Red Cross for the Ukraine help to the amount of about EUR 31,000. From the environmental perspective, what we expect is that the current challenges will contribute to ensure that conversion to sustainable and renewable energy sources can be accelerated. The current development is clearly showing to us that politicians need to act quickly in order to reduce the dependency on gas imports and to focus on the expansion of renewable energy sources.

Torsten Hollstein

executive
#57

[Interpreted] Question four, on the 21st of April 2021, draft of the EU Directive that is supposed to achieve an improvement of our nonfinancial reporting standards, maybe the corporate sustainability reporting director, I'd like to ask you for your assessment, which needs to act for CA Immo. And in particular, I would like to ask you to give us a statement on what further developments you're expecting in terms of the governance dimension in terms of the new European sustainability understanding for companies? A question for our CEO.

Silvia Schmitten-Walgenbach

executive
#58

[Interpreted] We are observing these new regulatory requirements very closely, and we have already hired new staff in order to be able to address this issue. We are preparing to ensure that we will have more comprehensive reporting in future and to reinforce our sustainability efforts. I think we need to act especially in terms of the detailed requirements in order to explain this year through emissions along the entire value chain. And our project development business still needs to capture such data on CO2 emissions along the value chain for the materials used. Now as far as governance is concerned, we see the subject of sustainable supply chains, in particular, in the form of the guiding principles of the UN for the economy and human rights and the OECD guidelines for multinational companies. So the expansion of entrepreneurial responsibility for value chains and in line with that also our supply chain management priorities. These new reporting standards are seen as an opportunity that this will create more clarity for companies what should be reported, and that in the future it will be easier to ensure that we obtain the information needed for reporting from our own partners, suppliers, customers and companies. Thank you.

Torsten Hollstein

executive
#59

[Interpreted] This leads me to question number five. Question, [indiscernible] is a first Austrian company that submitted a nonfinancial report that was also audited by BDO. This is international best practice. And at the regulatory level, this is a really pioneering development. The CSRD is going to also create a concrete obligation for this. CA Immo has achieved major progress in terms of its sustainability reporting, but an audit itself with the limited audit security is still missing. So did you perform an analysis, to what extent this reporting will be done with an audit with limited audit security, or maybe whether such a stringent audit can be done at a high level with the financial reporting? What steps are being planned?

Silvia Schmitten-Walgenbach

executive
#60

[Interpreted] A complete, correct and clear reporting, of course, has highest priority in this field. This also refers to the contents of the sustainability report. This sustainability reporting has been strongly expanded in recent years, and we have also started to make sure that the underlying information, that acquisition and documentation processes are defined and optimized. This optimization process will be continued this year as well. With the newly created ESG committee and the Supervisory Board, we are going to be dealing with exactly this topic. The obligatory external audit of sustainability reporting will probably be required as of the business year 2025.

Torsten Hollstein

executive
#61

[Interpreted] This takes us to question number six, the auditors of the company is Ernst & Young. This doesn't really give us a lot of confidence to see the name of this firm on a certificate because the media is saying that, well, the Wirecard scandal could come at a high cost for the auditor, Ernst & Young, as reported by [indiscernible], new reproaches against Wirecard auditor, Ernst & Young, total failure and keeping this kind of secret. So of course, you can Google all that. This brand seems to be damaged in all German-speaking countries in a sustainable way. I still remember when the national companies communicated to the outside about this. So I believe that the Wirecard case is not an exclusively German problem. And like many other shareholders, I would have been pleased to no longer see this name in the proposal for the election of the auditors for the business year 2022. So my question is, how do the representatives of the company estimate -- assess the reputation risk for CA Immo? And when and how was it assessed in internal bodies? I will answer this. The Audit Committee and the Supervisory Board in the meetings on the 21st and 23rd of March 2022, dealt intensively with the proposal to reappoint Ernst & Young as auditors and group auditors for the fiscal year 2022. In the final analysis, this topic is always a matter of the quality of auditing. We are convinced of the quality of the audit provided by Ernst & Young. Of course, we don't only rely on our own judgments, but we have also considered the results of the audits of the Austrian authority in charge of auditors and there were no weaknesses. Even though Ernst & Young will now maybe also face lawsuits in Austria, these are directed against the German auditors and not EY Austria. The next question is, when will be the next tender for the audit mandate? And have you also obtained alternative offers? If so, by whom? And why did you decide to favor Ernst & Young? That question will be answered by me. E&Y has been the auditor of CA Immo since 2017 and is authorized to perform this activity for a total of 10 years. After 10 years, there's no possibility of an extension of the mandate. So in 2027, at the latest, the audit mandate will be retendered. In order to make sure that the lead times are respected, in 2025, there will be a new tender for the audit for 2027. The undersigned auditors can work for a maximum of 7 years continuously as auditors of CA Immo, then there needs to be an internal rotation, that is to say, within Ernst & Young. Question seven, in the auditor's opinion, given by Ernst & Young, there is no substantial reference to sustainability topics. This is remarkable in two respects. On the one hand, the impact of climate change and other sustainability topics is gaining -- increasing in importance, also for our financial reporting all the way to key audit matters. Dealing with these implications that can be remarkable for the real estate industry cannot be gleaned from the reporting. On the other hand, the ESG report of CA Immo is not exempt from the scope of audit. The deliberations and the unqualified auditor's opinion also deal with the information that this is actually dealt with more stringently than for nonfinancial reporting. So is this true? And can you specify what the value of sustainability topics have for holding of the financial and ESG reporting? I would like to recommend that the approach or the wording should be reconsidered in terms of the report by the auditors. So the answer comes directly from EY. And to that extent, Mr. [indiscernible] is now ready to answer.

Unknown Attendee

attendee
#62

[Interpreted] Thank you. Good afternoon. As you wished, I would like to deal with these two points separately. So as auditors, we make an overall statement on the annual financial statement and no statements on the individual topics of risks. But based on the ESA requirements and EU regulations, any key audit matters need to be referred to in the auditor's opinion. These are all the key audit matters that are most significant for the audit of the financial statement of the business year. In the framework of exercising our discretion, the assessment of assets held for sale has been determined as a key audit matter. Independently of that, as auditors, of course, we need to deal with the impacts of climate change and other sustainability issues and the impact on the real estate industry. The circumstance that there is no coverage in the unqualified auditor's opinion can be attributed to the fact that this aspect has not been considered as a key audit matter for the audit of the annual financial statement 2021. As to the second point, the ESG report in the management report -- in the situation report. So CA Immo is not obliged to draw up a nonfinancial report or a nonfinancial statement. The ESG report, the nonfinancial report, is drawn up voluntarily by CA Immo. And inclusion in the situation report does not change anything about that. Even if the nonfinancial report had been obligatory, our audit would only be whether the report was formally drawn up, and if included in the situation report, whether it is in line with the annual financial statement. Material audit of the nonfinancial report is not the subject of the audit. The expert opinion, [ PT10 ] of the chamber of tax advisers and auditors is quite clear and unequivocal. The auditors "does not have the task to perform a material audit." The situation report, due to the Austrian corporate requirements, has to be audited, whether it is in line with the annual financial statement, whether it was drawn up according to the applicable legal requirements. And our clear statement is that according to our assessment, this situation report has been drawn up according to legal requirements, contains information according to Section 243A of the Austrian code and is in line with the AFS.

Torsten Hollstein

executive
#63

[Interpreted] So to what extent have the measures been taken at the level of the Board and the Supervisory Board in order to ensure that the competencies in the area of sustainability and sustainability reporting are developed, such as training courses, workshops? So which measures have already been implemented in 2022 and which ones are planned? And I would like to ask Ms. Schmitten to answer this.

Silvia Schmitten-Walgenbach

executive
#64

[Interpreted] Yes. In parallel to the extension of external reporting, in 2021, internal communication of sustainability topics and activities has been intensified, among others, by setting up further working groups on individual topics such as climate scenarios and risks, EU taxonomy, and also operational issues such as waste management and similar topics that are relevant for buildings. And we also conducted virtual employee training courses. And furthermore, the boundary conditions, the goals and measures and also responding progress in the ESG context was presented to the Board during Board meetings and management meetings at least once every quarter. Also to the senior leadership team of a bigger group of executives, such a presentation has been made. And in the first quarter of this year, together with the Supervisory Board, we dealt with the subject in more detail, and we passed the minimum targets on the protection of the climate. Furthermore, we also agreed to set up an ESG Committee in the Supervisory Board. And during the ESG committee meetings, we're going to ensure in the future that all participants up to date in terms of ESG and will attend training courses together. Thank you. The next question deals with elections to the Supervisory Board, and I would like to read it out as is customary for almost all Annual General Meetings so I'd like to deal with individuals running for the Supervisory Board. This year, it's only a single candidate. But in the past, he was also in charge of being the Chairperson of the Audit Committee, which is relevant for sustainability. Mr. Hirschler, thank you very much for your efforts in connection with answering the following questions. Please understand these as a respectful questions on aspects, which are relevant for the company and my own personal interest. I would also like to ask that the following questions will be minuted verbatim and the same also applies to any questions asked by me as well as follow-on questions and also questions of other shareholders on these aspects. Question number nine. Mr. Hirschler, what does sustainability mean for you personally in private life and also in your professional activities? Which contributions to the goal of sustainable development in our company and society especially dear to you. And in particular, how would you like to implement this within the framework of activities at CA Immo. I would like to thank Professor Hirschler who has come to answer this question personally, so I don't need to read it out. I'll hand over to Mr. Hirschler. Thank you.

Klaus Hirschler

attendee
#65

[Interpreted] The importance of a responsible and sustainable corporate management is something that has been known for a long time and is also fulfilled by many corporates also by CA Immo and my function as Professor and Head of the Department of Accounting taxes and annual statement audits at the Vienna Economic University, the commitment to compliance with principles of diversity, balance and aspects of good corporate governance and business ethics is particularly important, but personally sustainability in my private environment means the knowledge of the responsible handling of all resources on this planet. This is why we pair instead of flowing away and regionality in food matters and some -- using energy, not wasting it.

Unknown Attendee

attendee
#66

Next question also to Mr. Hirschler, I cannot gain glean from the various statements of the corporate reports for 2021 that the Audit Committee looked into the topic of sustainability and about sustainability reporting, but it's now even a prominent part of the management report. Can you please tell us how much time you devoted to this topic in 2021? And what further developments are planned for the current financial year?

Klaus Hirschler

attendee
#67

[Interpreted] With a view to 2021, both in preparation of the reporting on the annual statement 2021. And on the draft of the statement 2021, the Audit Committee intensively discussed the topic of sustainability reporting with the Management Board, with the result that now we have the report in its current form. For 2022, I may tie in with what our CEO said the focus is on the long-term orientation of our business activities and the corresponding strategic implications, preparations to regulatory requirements. And corresponding governance structures have already been initiated, as you've heard.

Unknown Attendee

attendee
#68

Thank you. Question 11. Again, to Mr. Hirschler, given your many functions and professional activities, What is the amount of time that you can devote to CA Immo? I would be thankful for a ballpark figure of weekly hours.

Klaus Hirschler

attendee
#69

[Interpreted] On the average, it's 2 to 3 hours per week that I devote to CA Immo.

Unknown Attendee

attendee
#70

Thank you. Question 12. Mr. Hirschler, in the year 2021, you used for the fulfillment of your functions at CA Immo, you used resources of your academic activities. For instance, University assistance or secretariats. For instance, for research and statements? If so, I would ask you to tell us to what extent?

Klaus Hirschler

attendee
#71

[Interpreted] I do not use the resources of the university for my activities as a Supervisory Board member.

Unknown Attendee

attendee
#72

Next question, again to Mr. Hirschler, the selection and monitoring of the work of the auditors are central tasks of the Supervisory Board. Ernst & Young has held this function for some time and is suggested for reelection with a view to the required independence in appearance that is of importance for both parties and is also a central concern of the owners of CA Immo, the following question. To what extent does Ernst & Young finance resources in your direct academic activities, that is to say at the level of university departments, third-party finance, staff members, event sponsoring or other benefits. And what is the relationship of those benefits to other benefits of other secretariats. I would ask you for a breakdown in the categories for the calendar year 2021. Please also tell us whether there is any danger of your independence? And what counter measures you take?

Klaus Hirschler

attendee
#73

The University of Economics is financed on third-party funds as all universities. Our accounting department is supported by all big CPA firms in Austria, and the corporations have been in existence for many years and were set up before I got my chair. And this, in a loan guarantees independence but also the fact that the use of third-party funds only decided on by the University and can only be done in the interest of the University. On your tangible question of my immediate environment, one doctoral student is a staff member of EI and his use of University infrastructure, EI pays a monthly sum of EUR 200. So there is not even the slightest danger when it comes to independence since all funds are granted to the University and not to me as a person.

Unknown Attendee

attendee
#74

Question 14, a young man named [indiscernible], was a staff member appreciated by everyone, also by me, in your -- it was a staff member in your department and worked with you. The same name shows that there is a family relationship with the appointed auditor. There is corresponding written communication. How did you handle the situation in the context of your function at CA Immo. What communications took place? And to what extent did the auditor communicate this or take other measures, Mr. Hirschler?

Klaus Hirschler

attendee
#75

[Interpreted] [ Markus Wlasto ] was used as a tutor in a class that I held together with a colleague and with you, Mr. [indiscernible]. [ Markus Wlasto ] was working for the University, but did not report to me and he fulfilled all his tasks to everyone's satisfaction, and his high qualifications were the personal guarantee for me that there was no conflict potential since the professional contract was only between you, Mr. [Indiscernible] staff member and Mr. [ Wlasto ]. So I do not see any requirement for action on my part. Next question, what -- where the cooperation with financial remuneration or no remuneration were ongoing in 2021. And during your mandate in Supervisory Board between you and representatives of Ernst & Young, for instance, joint publication projects, for instance, in contributions to volumes. What was the scope of this cooperation expressed in Europe? As published -- as editor of comments on accounting and annual statements and audits, highly qualified staff members of EI were also authors in my books. There is only intrinsic motivation to participate in such a publication project even if the publisher may pay fees to the individual offers. Second part of the question, it's not unusual that in the context of accounting classes, students get into contact with auditing firms and tax advice firms also with EI in -- concretely and there is a concluding event of a class held at EI's premises.

Unknown Attendee

attendee
#76

[Interpreted] Mr. Hirschler, thank you for the answering of my questions, and I wish you all the best if you should be elected to the Supervisory Board, particularly as regards to your work for CA Immo. Question 16. In conclusion, a question to the representative or to representatives of Ernst & Young. What does your code of ethics say on economic or other entanglements with representatives of companies in general and in -- as in the case we discussed today. What is the strategy of your company? And what measures do you take in order to secure independence in appearance? What internal releases and approvals were sought in concrete cases, to [ Mr. Wlasto ]?

Unknown Attendee

attendee
#77

First of all, all of the matters mentioned have to be assessed on the basis of our EI global independence policy, which is also based on the Code of Ethics of IESBA, International Ethics Standards Board for Accountants. First of all, my sons work as a tutor at the University. I'm sorry, this is of personal concern of mine. This will take some time. As a person who earns his own living, my son is not financially dependent of me and thus he's not part of the category of dependence and thereby not affected by any matters that would violate the independence according to the Code of Ethics. My son was recruited by the University from February 2019 to February 2021. He applied for this publicly tendered position as a tutor in January 2019. He was then promised the function by Mr. [indiscernible], and recruitment was done through the HR department of the Economic University. So my son was never in any sort of recruitment relationship with CA Immo or with Professor Hirschler. His introduction and allocation assignments -- and his work assignments were done by you, Mr. [indiscernible]. My son reported to the Department of International Accounting headed by Professor [indiscernible]. The Department of Dr. Klaus Hirschler was just one more department entity. Professor Hirschler took on the heading -- the head of -- became head of this department on the 1st of September 2021. So at no point in time was he a person to whom my son reported. And as Professor Hirschler explained, my son supported various classes, amongst them 1 class where Professor Hirschler participated, but the contact of my son was the co-lecturer. So much for the first part. Secondly, the financing of resources and the activities of Mr. Hirschler by Ernst & Young, all such services go through our independence process before they are approved and are only approved if there is no violation of independence. The services you described are seen as compatible. Particularly, let me point out that comparable conditions -- we support the former [ Battle Institute ]. The new contract with Professor Hirschler as the new head of the department has not even been completed. Particularly, we provide these services for a longer time than we were auditor of CA Immo. And we never support one individual person, but only partial areas of the University or departments. And something else that is important to me is that with this activity, we also fulfill important social tasks as the promotion of University training, making sure University training is highly qualified and to make sure that we have successes for our profession in accordance with our purpose statement. And as far as further cooperation with Professor Hirschler concerned and representatives of Ernst & Young, I can only repeat that all services of that kind go through our internal independence processes before they are approved and confirm that no cooperation of that kind is known to me that would endanger our independence or constitute of [ bias ].

Unknown Attendee

attendee
#78

Thank you very much. Further questions. When I read out the questions of IVE, I overlooked two questions. So I would like to read them now. The first relates to rating. It goes to Mr. Schillhofer. Question is, as a consequence of the majority shareholder, Starwood, having [indiscernible] accounts of CA Immo because of the special dividend payment. Moody's now gives a BAA3 rating with a negative prospect. A, what measures are being taken in order to improve this and b, what impact did the special dividend have on the financing conditions of CA Immo for new loans?

Andreas Schillhofer

executive
#79

[Interpreted] Thank you, question a, the downgrading of CA Immo by Moody's, which is still, by the way, an investment grade, was a consequence of the heightened share of Starwood and the special dividend that Starwood requested had already been communicated at the time when the rating decision was taken. We are in regular contact with Moody's. And of course, we'll make everything -- we'll do everything we can in order to improve our position to the best of our abilities and perhaps even improve our rating. Question b, secured loan financing at project level by banks is something that the rating downgrading has no impact on. When it comes to the RCF, and unsecured financing line at holding level, only the loss of investment-grade rating would lead to worsening conditions. Of course, an investment-grade rating for unsecured capital market finance, both when it comes to pricing and to market access is advantageous, the better the rating, the better the market position. However, as a matter of principle, between BAA2 and BAA3, there is no significant difference. Nevertheless, CA Immo still is striving to preserve or improve its investment-grade rating.

Unknown Attendee

attendee
#80

Thank you, Andreas. Another point that I overlooked is not a question but a comment that I'm happy to read out. The comment on Item 8, elections to the Supervisory Board. The reelection of Professor Hirschler is to be welcomed. He is not only one of the most competent experts in Austria, but also one of the most likeable persons. And I think everybody has not been able to get a personal impression of that when he answered questions. And with that we come to further questions. Let me just have a quick look at the number of questions still open. Given the number of questions, I would suggest the countdown for the new questions we have -- it's now 11:25, at 11:45 -- I'm very sorry, 1345 says the Chairman. Next question from Mr. [indiscernible], voting card 207. And I will answer it. How many staff members are in the back office, how many of them are external? In back office, we have about 15 CA Immo staff, our legal adviser, Dr. [indiscernible] and the staff members of the AGM service and the streaming services and two simultaneous interpreters. Petrus Advisers asks, what was the executive search for the CEO function like did you cooperate with an external company? What was the cost? The Supervisory Board and the Nomination Committee try to have ongoing assessments of any possible successes. And to the extent that there is a risk that management positions might change, we are striving to identify candidates as quickly as possible. This is why we started early on looking for the new CEO. And during that process, a headhunter was involved, [indiscernible], the cost was EUR 150,000, and the Nomination Committee had personal interviews with various candidates, hearings and checks. The next question, again, Petrus Advisers. 226 voting card. Question to Mr. Schillhofer. The management bought on the basis of the authorization of the 2021 AGM in accordance to the Stock Corporation Act and on the basis of an authorization decision of the Supervisory Board of the 23rd of March, started another buyback program. The volume is up to 1 million shares. The volume was proposed by the Management Board. Sorry, I've now given the answer. So the question was, who and -- who decided on the amount of the share buyback program? Would you like to repeat the answer?

Andreas Schillhofer

executive
#81

[Interpreted] On the basis of the authorization decision given in the AGM in May 2021. And on the basis of an authorization decision of the Supervisory Board of 23rd of March 2022, further buyback program for treasury shares was decided up to 1 million shares. The volume was suggested by the management board.

Unknown Attendee

attendee
#82

Thank you. Then a question by Mr. [indiscernible]. Why was the video transfer disrupted by this completely unnecessary data protection agreement? I cannot see the AGM.

Andreas Schillhofer

executive
#83

[Interpreted] I can only say the access to the virtual AGM 2022 is still possible when you click on the button here on the website of the company under the heading of [indiscernible] '22.

Unknown Attendee

attendee
#84

Next question by Mr. [indiscernible], but I will answer. How many shareholders were locked in at the last two AGMs of CA Immo.

Andreas Schillhofer

executive
#85

[Interpreted] In the extraordinary general meeting of the 13th of November '21, 289 participants were locked and at the 34th AGM of 6th of May 2021, 481. Today, at 11:15, 158 participants.

Unknown Attendee

attendee
#86

Next question, on the back office we've already dealt with. Next question by Petrus Advisers to Mr. Schillhofer. Was there communication with a view to the volume of the share buyback or time coordination of the share buyback with Starwood?

Andreas Schillhofer

executive
#87

[Interpreted] No, there was no communication and/or time-wise coordination with Starwood. CA Immo currently evaluates share buybacks on an ongoing basis as one of the options for making use of our funds.

Unknown Attendee

attendee
#88

Thank you. Next question by Petrus Advisers to Mr. Schillhofer. The end of 2021, you paid an additional dividend and in March '22, a special dividend. Early '22, you canceled dividend for '21 with reference to uncertainties because of Russia-Ukraine and now announced a share buyback. Who is responsible for this random decision-making? What was the basis of the decision? And was the Supervisory Board involved in the decision?

Andreas Schillhofer

executive
#89

[Interpreted] I'm happy to answer that. The Management Board and the Supervisory Board of the company take all their decisions after careful consideration of all relevant information for the wheel of the company. All of the bodies that had to be involved were involved and as far as that share buyback program is concerned, dividend payments and share buyback cannot be equated as far as their effects are concerned. To that extent, we cannot really understand that waiving the dividend '22 and the decision for a moderate share buyback of Petrus Advisers is seen as incompatible conflict. Furthermore, I'd like to comment that it's surprising that especially today, the shareholder, Petrus Advisers voices its criticism since Petrus Advisers in last year have complained that the bodies -- to the bodies of the company that in 2020 and 2021, no share buyback took place, although the price -- the share price level in 2020 and 2021 was markedly higher than it is right now. That was one reason why Petrus Advisers challenged decisions of the most recent AGM in court as you know. I would like to emphasize that the Management Board and the Supervisory Board of the company take their decisions in a sustainable and careful way. Thank you very much. And before I answer further questions, I've just proposed a deadline for proposing questions. And now there is also a deadline for proposals. 15 minutes as of now, that is 1333. And I may ask you to give you any instructions to special proxies by then.

Unknown Attendee

attendee
#90

We now come to the next question, again by Petrus Advisers to Keegan Viscius. You were a net seller of real estate '20 disposals in '21, further sales announced for '22. Since the entrance of Starwood, the company shrunk and has lost its attractiveness for international shareholders. What is your strategy when it comes to capital rotation and long-term value creation.

Keegan Viscius

executive
#91

I've joined CA Immo shareholder structure base in 2018. CA Immo's property portfolio has grown from EUR 4.5 billion in Q4 2018 to $6.3 billion in Q4 2021. That equals a compounded annual growth rate of close to 12%. Regarding our investment portfolio, namely income-producing assets, we had a CAGR of around 10% from EUR 3.8 billion in Q4 2018 to EUR 5 billion in Q4 2021. The overall company size, total assets had a 10% CAGR growing from EUR 5.4 billion to EUR 7.1 billion. As a consequence, CA Immo has grown its business significantly since Starwood's entry in 2018. With our strategic capital rotation program, we want to increase the portfolio's quality and make it more resilient. In general, we aim to increase the portfolio size through our development pipeline as well as external acquisitions. All of these factors will be part of a long-term value creation for our shareholders and stakeholders.

Unknown Attendee

attendee
#92

Next question, again, from Petrus Advisers, again, to Keegan Viscius. What was the impact of the Russia-Ukraine crisis on your ambitions to dispose of CEE. What was the sales process in '21?

Keegan Viscius

executive
#93

The process of looking at all strategic options for the Romanian portfolio has been started before the outbreak of war in Ukraine. The potential impact of the war on the marketability of the Romanian portfolio cannot be assessed so far. That notwithstanding, we've received interest from a number of investors and also initial bids for the Romanian assets in the first round process. A complete sale of all CEE sub-portfolios is not under discussion. Instead, we would like to further strengthen our presence in our CEE core locations, namely in our Tier 1 markets of Warsaw and Prague. As regards to nonstrategic sales in CEE, we have made good progress on a number of transactions, as also outlined in the portfolio section of the presentation.

Unknown Executive

executive
#94

Thank you, Keegan. And also, the next question is addressed to you [indiscernible] from Petrus Advisers.

Unknown Attendee

attendee
#95

Next question to Keegan. This is the portfolio in CEE including Romania makes a significant contribution to FFO. How are you going to replace the Romanian FFO contribution after its sale? The Russia-Ukraine crisis has a negative impact on the perception of CEE Romania and buyers could hesitate to pay the full price. Why are you pursuing sale of noncore in such a negative market environment?

Keegan Viscius

executive
#96

[indiscernible] program, we started to evaluate all strategic options for Romania, including a potential sale of the entire portfolio. We have received first bid so far. In terms of nonstrategic sales, nonstrategic asset sales have an underlying portfolio logic, whether that's location, subscale size, limited value accretion potential, increase of operational efficiency, for instance, and are only executed when certain conditions can be met. In recent years, CA Immo has continuously improved the quality, location, age, structure and general resilience and sustainability of the portfolio, while at the same time, significant value uplifts were achieved. Since the beginning of 2018 business year, gross sales proceeds totaling around EUR 1 billion have been generated as part of the strategic capital rotation program. The majority of these transactions were concluded at prices that were higher than book values of the sold properties. Sales proceeds from nonstrategic asset sales are reinvested into our organic portfolio growth opportunities as well as acquisitions of income-producing assets with value-accretive potential in Tier 1 core cities.

Unknown Attendee

attendee
#97

The next question also comes from Petrus Advisers to Mr. Schillhofer. Since Starwood has been a shareholder, the FFO growth of the company is disappointing, who defines the medium- and long-term strategy of the company and how often has it been revised and based on which standards?

Andreas Schillhofer

executive
#98

[Interpreted] I will answer this. The FFO 1 growth -- FFO 1 in 2018 was EUR 118 million in 2018 and EUR 128 million in 2021. So that's an average growth of almost 3% per year. So the reasons for the development of the moderate growth of FFO 1 in 2021, of course, the strategic capital rotation program that I explained. So the sale of noncore strategic assets and both property and land and also the lower occupancy of some real estate in Eastern Europe. Since CA Immo not only has a rental business, but also a development platform, which, of course, does not generate any income during the construction, but of course, which contains significant value added for the company. And we should not only focus on FFO 1, but also other KPIs such as its FFO 2s or including the profitable sales activities and also the NAV, net asset value growth and also the equity ratio of the Group should be considered. As far as the strategy is concerned, the strategic orientation of CA Immo, which has not really significantly changed in recent years, is constantly being evaluated and determined by the Executive Board in conjunction with the Supervisory Board. So for 2021, the Supervisory Board has been provided with a detailed midterm plan as a framework for the strategic implementation and has been approved as such.

Unknown Attendee

attendee
#99

Also the next question from Petrus goes to Andreas Schillhofer. How was the special dividend financed and what influence that the financing have on the liquidity situation of the company and the share of borrowed capital and equity?

Andreas Schillhofer

executive
#100

[Interpreted] With the special dividends because there are two, we've financed through existing liquidity. So the liquidity was reduced by this -- some of this distribution of dividend, quite independent of any other events that has an impact on liquidity. The equity ratio and the net loan-to-value ratio remained stable in spite of the payment of the first dividend paid in the fourth quarter of 2021 and the second tranche of equity capital in the first quarter of 2022, as you could see from presentation.

Unknown Attendee

attendee
#101

The next question by Petrus Advisers is according to the management report of CA Immo, the Supervisory Board members, Michael Stanton, and the former Supervisory Board member, John Nacos, were founders of the EG Real Estate Advisors, EGREA. And EGREA was set up in 2014 to make sure that they can advise the 01 group about acquisitions, management and exit from CA Immo. And they were working for the Starwood Capital Group after acquiring the stake in CA Immo. The former Supervisory Board member, John Nacos, has said in his CV that he submitted to CA Immo that in 2019 to 2020, he was an adviser of Starwood Capital Group. Still the Supervisory Board members, Michael Stanton and John Nacos have seen as independent. Mr. Michael Stanton has also been shown as independent in the follow-on report. So the management report 2019 does not contain any information about Mr. John Nacos, even though he only left the Supervisory Board in May of 2019. So in light of this new election and due to the fact that a renowned expert was found for the accounting and balance sheet, following questions have the gentlemen, Mr. Stanton and Mr. Nacos, disclosed their advisory capacity of -- for Starwood Capital Group to the Supervisory Board and the Executive Board. If no, did you know about this from other sources and was the advisory capacity of gentlemen, Mr. Stanton and Mr. Nacos are also discussed in the Supervisory Board? And was the independence of the Supervisory Board members discussed in general and any verifications made and who is in charge of such verifications, have any other Supervisory Board members as far as you know, direct or indirect contracts with the Starwood Capital Group. What are the consequences? Any incomplete information provided about the independence of Supervisory Board members in the management report of the company? And what do you think is -- what you should do as an actually independent member of the Supervisory Board, if it were to turn out that the information about the independence of Supervisory Board members in the management report of the company are wrong or have been wrong? So this question, I believe, goes to Klaus Hirschler who has already reached to the panel. And I would like to hand over to him.

Unknown Executive

executive
#102

[Interpreted] Since you read all the seven questions, I would like to answer them in this order. And concerning the first question, as far as the management report of 2018, I don't remember anything about this. As to question two, there is a clear no. I didn't know anything about this. Question three. In terms of the independence of Supervisory Board members, we always discussed this by asking the members of the Supervisory Board. So this is constantly being evaluated. So of course, the substitute of independence is taken very seriously. As to question four, so the independence is, of course, discussed by the Supervisory Board member. We do an evaluation, we document this. And of course, we are supported by the corporate office and compliance. As to question five, with the exception of those members that are to be assigned to the Starwood Group, no such agreements are known to me. Question six. Well, as far as I know, based on the timing of the AGM, Mr. Nacos, who worked as a consultant between 2019 and 2020 for Starwood, does not dramatically mean that this is a misrepresentation in the management report since the mandate ended on the 9th of May 2019. And based on the CV of Mr. Nacos that I just inspected, it turns out that in 2019, he had started this advisory activity. So I assume that this consulting activity was on the end to after Mr. Nacos stopped being a Supervisory Board member. But of course, Supervisory Board is going to follow up on this question. I can exclude that the Supervisory Board had made any statements in the management report that was in contradiction with the fact at the time. This was drawn up in order not to create any uncertainty among the shareholders, but I would like to state that any deficits in this report would not have any impact on the legal effectiveness of the annual financial statement, of the consolidated financial statement of those years in question. As to question seven, so I assume that these reproaches are going to turn out to be unfounded. If not, then this Supervisory Board, together with compliance and external advisers, will look at the fact of the case and the violation of information obligations and will take the necessary steps.

Unknown Attendee

attendee
#103

So thank you very much for this concrete answer. And this takes us to the next round of questions asked by Mr. [indiscernible], voting count 207, directed to Mr. Schillhofer. What is the book value of CA Immo per share currently? [indiscernible] per share, which is EUR 44.19. I want the current value, what is the NTA per share. So the management report says EUR 40.5. Where does it currently stand?

Andreas Schillhofer

executive
#104

[Interpreted] Well, you're asking about current figures. So the figures as of the 31st of March, reported at the end of May, and these KPIs will then be announced at the end of May as per the end of March 2022. So I can't give you any current figures at this point.

Unknown Attendee

attendee
#105

Next question also asked by [indiscernible]. Again asked to Mr. Schillhofer. So the share price is clearly below these values. Why didn't you pay out a minimum dividend of EUR 0.10? It's better than none. So you shouldn't reduce a minimum dividend. And of course, the amount of the minimum dividend could be discussed. Why didn't you consider this?

Andreas Schillhofer

executive
#106

[Interpreted] I had already explained in detail what the reason has been, why the regular dividend is proposed not to be paid out in recent months in light of the backdrop of developments. Well, of course, there have been the major payouts in previous months. But in light of the current geopolitical environment and the rising uncertainty and volatility in the market, together with the Supervisory Board, we decided to propose to today's Annual General Meeting to deviate from the past dividend policy and to carry forward the entire balance sheet profit of the business year 2021 to new accounts.

Unknown Attendee

attendee
#107

Okay. Thank you. Next question is also asked by [indiscernible] to Mr. Schillhofer. How much did you spend for the valuation of auditors for 2020, '21 and who are these auditors?

Andreas Schillhofer

executive
#108

[Interpreted] The valuation, in 2020, we spent EUR 674,000. In 2021, this was EUR 882,000. And for almost 100% of the entire real estate assets, we have an external valuation as per the 31st of December 2021. And the total property assets that were externally assessed -- were assessed by CBRE. CBRE has been doing these valuations for parts of our portfolio for some time now. And since 2020, all the external valuation of our real estate portfolio is done by CBRE.

Unknown Attendee

attendee
#109

Thank you, Andreas. You can keep the microphone. The next question by Mr. [indiscernible]. How much did we spend on online advertisement? How much we spend on social media?

Andreas Schillhofer

executive
#110

[Interpreted] In the 2020 business year, about EUR 100,000 were spent on online advertising, about EUR 30,000 of that was for social media activities.

Unknown Attendee

attendee
#111

The next question for Silvia Schmitten by Mr. [indiscernible]. How does the Executive Board of CA Immo think about real life Annual General Meetings if you decide that it is possible to also participate remotely?

Silvia Schmitten-Walgenbach

executive
#112

[Interpreted] Well, like I said today, the Board welcomes that there should be physical Annual General Meetings. The change of statutes that will be decided on today in connection with the possible remote participation should allow for additional flexibility, whether CA Immo should consider that virtual or hybrid Annual General Meeting would make sense even in the absence of endemic. Well, it depends on organizational requirements such as voting rights -- exercising voting rights and also exercising question rights and cannot be finally assessed at this point.

Unknown Attendee

attendee
#113

Next question goes to Andreas Schillhofer by [indiscernible]. An investment banker told me that the rising cost of financing and increasing construction costs will be pulling the book value and the NAV down. Is he right? Because the value of land and buildings is not going down. How do you see the situation?

Andreas Schillhofer

executive
#114

[Interpreted] Well, pricing financing costs will have an impact on CA Immo as has been explained previously. This influence of financing costs on the value of our investment property and the NAV or the equity of CA Immo could happen if the market values -- the values established by external assessment will continue to go down due to a rising cost of financing. This needs to be monitored and evaluated. There is no influence of rising construction costs on the current NAV, net asset value of the company, but rising construction costs could have an impact on the profitability of future construction projects.

Unknown Attendee

attendee
#115

Thank you, Andreas. The next question by [indiscernible] goes to Silvia Schmitten. What is the current number of shares held by Starwood and also the percentage?

Silvia Schmitten-Walgenbach

executive
#116

[Interpreted] Since December of 2021, there are no changes on the share ownership of Starwood. Starwood currently holds a total of 61,654,765 [indiscernible] shares. So this is an investment of about 57% in the capital of the company and about 60% of voting rights.

Unknown Attendee

attendee
#117

Thank you, Andreas Schillhofer, next question by Mr. [indiscernible]. The rental income per share have gone down by 8% to EUR 2.33. Also net rent income per share has come down by 12% to 1.9%. What are the causes and reasons for that?

Andreas Schillhofer

executive
#118

[Interpreted] One important reason for the downturn of KPI per share is the average number of shares from 93 million to 98.2 million. This was due to the convertible bond that was converted last year. And furthermore, in 2021, as explained repeatedly today, our capital rotation project was implemented. And thus we disposed of [indiscernible] which led to lower rental income on the one hand. And on the other hand, the figures have shown that we also had a lower occupancy rate in some of our Eastern European properties and that these two impacts, the disposals and the lower occupancy rates, could not be compensated by development and purchases and completions. Next question will be answered by me. What is the share of American shareholders if you subtract Starwood? According to what we know, that's an external analysis from March 2022, the number of -- or the fraction of U.S. shareholders if we do not consider Starwood's capital share is less than 10%. So how much was spent for the rating of Moody's 2020 and 2021? The cost for Moody's rating in 2020 was EUR 75,000. And in 2021, it was EUR 78,000.

Unknown Attendee

attendee
#119

Next question also directed to you by [indiscernible]. What are the five most important banks of CA Immo?

Andreas Schillhofer

executive
#120

[Interpreted] Read, the top 5 banks is UniCredit, DG HYP, Deutsche Postbank, Deutsche Hypo and [ Hilal ]. Thank you.

Unknown Attendee

attendee
#121

Next question is asked by [indiscernible] and goes to Silvia Schmitten. What was the churn rate of our employees in 2020 and in 2021?

Silvia Schmitten-Walgenbach

executive
#122

[Interpreted] In 2020, the churn rate was 9.15%. And in 2021, it was 9.75%.

Unknown Attendee

attendee
#123

The next question comes from Mr. [indiscernible]. It's directed to you, Silvia. I will read it out. [indiscernible], ladies and gentlemen, thank you very much to all the involved stakeholders for the detailed and informative answering of my question. I would like to thank you and also add the following: First, the way we deal with the voluntary or nonmandatory financial reporting is understandable. The quote from the announcement of KSW seems to be incomplete. This is regrettable in many respects. The reference to ISA 720 would have been important because it also plays a role in connection with my current question. The same applies to the so-called Big4 literature. So the audit -- and this was not considered in my question. So this is a comment, so no answer is required. And then there's another contribution, I missed up, [indiscernible] to me. I would like to express my appreciation and for [indiscernible]. He's a very talented and nice young person, very committed. It's been a privilege and an honor. So I'm very pleased about the information provided, and this has been important in line with transparency requirements. So my personal doubt with respect to the auditors remain, but not referring to the persons appointed. So who knows what else is going to come from other sites. So I would like to wish CA Immo all the best. Thank you very much for your patience, for my concerns, my statements, observations. And thank you very much.

Silvia Schmitten-Walgenbach

executive
#124

[Interpreted] Thank you very much, [indiscernible] for your detailed questions that enable us to provide you with the necessary answers and thus contribute to further information for our shareholders.

Unknown Attendee

attendee
#125

Okay, let us check. There's one more question from Mr. [indiscernible] for Mr. Schillhofer. How many external experts that we use in 2020 and '21? How many of them were consulted on average?

Andreas Schillhofer

executive
#126

[Interpreted] We are working in various areas and there are [ flow ] of financing and ESG. We work with external consultants, if that's what you meant by external experts.

Unknown Attendee

attendee
#127

Well, that's the way I would understand it. Yes. Thank you very much, Andreas. So I currently have no further questions, but let me ask the back office, whether we're missing anything. Okay. Let me check myself. Yes, I see one more question asked by Mr. [indiscernible] to Silvia Schmitten. What about the construction cost increases? Can there be any subsequent payments requested by the builders? To what extent will the buildings become more expensive due to higher building costs?

Silvia Schmitten-Walgenbach

executive
#128

[Interpreted] Well, this is a difficult question to address, and we are currently dealing with this question. In terms of the projects that we have with an investment volume of EUR 1 billion and that I have just presented in more detail in my presentation, most of the work packages, including the materials, have already been awarded. Only about EUR 170 million is still outstanding. And this is mostly in conjunction with the Upbeat project in Berlin. Due to our contractual obligations of construction companies, we do not believe that there will be major comprehensive subsequent payments requested by them for the services awarded together with our construction management subsidiary, omniCon. We're very -- we're keeping very close to the market. We are planning several projects at the same time. And thus, the material procurement can be pulled in Germany. So we are well-known player in the market in Germany, and we have long-standing good personal relations with our suppliers and companies. Still, due to the higher energy and fuel prices, of course, a lot of manufacturers today have announced price increases and already implementing those. So the companies are sometimes passing on these costs directly or they want to have price adjustment clauses. In terms of current projects that are yet to be awarded and any future projects, of course, we will keep on monitoring the situation and especially in the months to come, we're going to monitor how prices will evolve. And in some respect, for example, steel prices and cement prices that are currently fixed prices that are only available for a few weeks at a time. So I think these are areas where we are well positioned because within our company, we have people who are closely monitoring the situation and can react quickly. Now as far as the materials, availability is concerned. It's mostly available, but where it's not available, we sometimes use alternative products. And what we are trying to do is to adapt our contracts accordingly to hold for additional security and to also make sure that we can plan for good availability. We cannot really give you an average figure because, as you know, the situation is highly dynamic and quite unpredictable.

Unknown Attendee

attendee
#129

Thank you, Silvia. I have found further questions. Voting count 218. [indiscernible], a question for Mr. Schmitten, [indiscernible] Chairman and CEO of the Starwood Capital Group, when he announced that his majority are not CA Immo, he confirmed that Starwood Capital Group had supported CA Immo as a core shareholder and he's looking forward to implementing the long-term strategic goals of the company. The question for the Board, which support and then [indiscernible] has CA Immo received support in the past 3 years and what long-term strategic goals are to be supported here allegedly?

Silvia Schmitten-Walgenbach

executive
#130

[Interpreted] Well the support by Starwood was demonstrated by the representatives of Starwood delegated to the Supervisory Board who are approving the decisions of the Executive Board in a constructive and open dialogue. And this is also reflected by the fact that the strategic orientation has not changed since Starwood was brought onboard, the long-term strategic goals. So the consistent increase of the quality of our portfolio through active strategic capital rotation, portfolio growth through our own project development pipeline as well as in addition to organic growth strategies, real estate purchases in selective Tier 1 core markets as well as a clear focus on ESG topics at all levels of the company. This orientation is also fully backed by the representatives of Starwood in the Supervisory Board.

Unknown Attendee

attendee
#131

Thank you. The next question comes by [ Heilig ], voting count 218, this also will be answered by Mr. Schmitten. The share prices of IMMOFINANZ and S Immo are close to or above the takeover bid. The price of CA Immo is dramatically below the takeover bid. Corona and the Russian crisis had a little impact, but this [ observed ] special dividends that we distributed twice, [ EUR 2.50 ] that are -- well, not that a contradiction to the business model of CA Immo namely to buy real estate or to develop it, coupled with a higher level of payments to shareholders, rising debt, lower equity ratio, dramatic deterioration of the credit rating, BAA3, with a negative outlook. So the question for the Board is CA Immo until it was announced that the majority on Starwood would come in, it was [indiscernible] in the area of investment. It was a top company with good performance and high transparency. How can you ensure that in future, there will not be a further deterioration of the share price and the reputation?

Silvia Schmitten-Walgenbach

executive
#132

[Interpreted] Especially in light of protecting the interest of scattered shareholdings and small shareholders that have selected -- who are opted to invest in CA Immo in order for the pensions so that they will not have to suffer dramatic losses. But when we compare the share prices with the above-mentioned competitors and the takeover bids it well cannot be made because the takeover bid of the Starwood Group is no longer active. At the time of the takeover bid, the share price of CA Immo was consistently around or sometimes even higher than the current price offered. Today's share price of CA Immo reflects not only the special dividend, which naturally, of course, leads to a return of the share price by the distributed sum. There is also the currently difficult geopolitical situation and the accompanying risks. And if you adjust for this special dividend being paid and if you compare it with the EPRA ex-UK index with our competitors, the development of the share price of CA Immo does not show negative performance -- overly negative performance. The Board of CA Immo is taking its role seriously to protect the interest of our shareholders. And of course, we are always behaving in line with the laws.

Unknown Attendee

attendee
#133

Thank you, Silvia. The next question from the same shareholder goes to you, the Starwood Capital Group during its takeover bid, did not exclude a squeeze-out. Vonovia, another real estate company, had presented a great offer to the shareholders of [indiscernible] and thus obtained more than 90% of shares. Starwood, however, due to an offer to the shareholders, only holds 57%. They continued to buy until Christmas, and then they changed the strategy. They acted as if they were not interested and coupled with [ stable causes ], this is probably a preparation for a new takeover bid. Question for the Board after the approach used by Starwood that has been repeatedly criticized, do you believe that Starwood is preparing for a squeeze-out? And should there be a squeeze-out, how can you counteract a breaking up of CA Immo and of the concern of 400 CA Immo employees about the jobs?

Silvia Schmitten-Walgenbach

executive
#134

[Interpreted] Well, as to Starwood's plans, we can't make a statement, of course. As the Executive Board, of course, we are always going to focus on the welfare of the company, also the welfare of its stakeholders, the employees and the shareholders. And if any further takeover bids, this will be the premise of our activities.

Unknown Attendee

attendee
#135

Thank you, Silvia. This takes us to questions asked by [indiscernible] voting count 221. This relates to Starwood Capital as the biggest shareholder, holding [ 61 million ] shares, about 58%. How many shares does Starwood hold as of 31st -- 30th of April? Is there a further offer to buy? Is Starwood going to take over the company completely? Is there a risk that CA Immo might migrate to another country because of further takeovers? What is the role played by Petrus Advisers?

Silvia Schmitten-Walgenbach

executive
#136

[Interpreted] Well, I've answered that before, but let me repeat it. Since the 31st of December, we know of no changes within -- as regards the shares held by Starwood. At a total of 61,654,765 shares and 4 registered shares, Starwood is represented at this AGM. Whether there is going to be another purchase bid from Starwood or whether Starwood wants to take over the company completely is something we do not know. So far, no such discussions have been taking place between CA Immo and Starwood. Also the question as to where the journey will go with a view to further potential takeovers is something that we cannot answer at this point in time. On your question relating to Petrus Advisers, like you, Petrus Advisers is a shareholder of CA Immo. On the basis of the notification of the 19 March, Petrus Advisers hold share 4.5% in CA Immo. In today's AGM, they are represented with 1.57% of the voting capital. Thank you. Next question to me. It's about remuneration of the management and the Supervisory Board. The salaries increased from EUR 1.512 billion to EUR 2.763 million, that is [indiscernible] million in 2021, and rise in 2 years of 129%. The consolidated result was good in 2021, but this hike of some remuneration seems astronomical. How do you justify that given that the share price was only 4% higher in 2021 and then fell by 18% until the end of April '22. Between November '21 and 29th of April, the share price fell from 39.5% to -- by 31.6%. What are the reasons? The remuneration of the Supervisory Board rose by 6%, further expenses of EUR 202,000 means that the Supervisory Board is expensive, and EUR 165,000 of legal advice and consulting needs to be explained because the Supervisory Board itself should advise and not use external advisers. Meeting remuneration of EUR 1,000 is not exactly cheap. The seemingly massive rise of the management salaries from 2019 to 2020 can be explained by the very low variable remuneration of EUR 106,000 paid out in 2019 after all of these claims had already been claimed in 2018 in the course of the change of control. In 2020, there was the usual bonus provision applied, which meant EUR 1.175 million were paid out in variable remuneration. The adjusted, the increase was about 9% from 2019 to 2020. We first talked about the remuneration policy of CA Immo at the AGM of 2020. It was adopted at the majority of 98%. Last year's report got an approval of 96% of the capital represented at the AGM. In the sector comparison, the remuneration is in the upper third. I understand your annoyment if you compare this with current share price development. This is why we have a long-term incentive program for the management that is to take into account the long-term interest of the shareholder, namely the share price developments. However, those LTIs are long term and cannot take into account immediately the short-term share price changes that we see right now. With a view to decline of the share price, unfortunately, the entire European real estate sector is weakened. And in the share price of CA Immo, there was also an adjustment because of the special dividend payout of a total of EUR 5 per share. On the remuneration for the Supervisory Board, the annual fixed remuneration hasn't changed since 2017. It's EUR 30,000 per member with the Chairman getting twice that amount and his deputy 1.5x that amount. Also the meeting remuneration of EUR 1,000 per meeting have been unchanged for years. Meeting remuneration is also applied for virtual meetings since it makes no difference whether the member is personally present or not or the preparations and the time spend are always the same. The remuneration of [ 328,000 ] related to the performance of the Supervisory Board in 2020. It was approved by the AGM last year. This also includes remuneration of Richard Gregson and Dr. Florian Koschat, who have already left the Supervisory Board. Also, it includes meeting remuneration of EUR 113,000 since there were many meetings in 2020. About the other legal and consulting costs, which amounted to EUR 156,000 in 2021, the majority, namely [ 150,000 ] were related to the CEO succession that was conducted in -- within the meaning of good governance. The rest, the remainder related to [ AY ] who were tasked with the audit of the correctness of calculations or financial targets. On your questions about the relationship of management and Supervisory Board to Starwood, we have close relations to addition of Sarah Broughton and Laura Rubin. So much for this question. Next question from [indiscernible] and relates to the dividend for 2021. What was the profit in 2021? I would have expected a dividend for the good year '21. And I object against the cancellation of a dividend, will Starwood use the money saved on dividends to buy further shares. The balance sheet profit shown on the 31st of December 2021 was EUR 440 million, more or less. The reason why we suggest to have no dividend paid out for 2021 has already been explained a number of times. Let me just reiterate. First of all, in '21, we paid out dividends of EUR 3.50 per share. The basis dividend plus an additional basis dividend. And this year, on the 15th of March, another dividend to the amount of EUR 2.5 per share. So in total, EUR 6 per share. All shareholders were paid this dividend. And as I've already explained, we believe that given the current geopolitical environment and the heightened uncertainties and volatility in the market, it would make more sense to strengthen the liquidity of the company and to pay out no further dividend this year. Whether Starwood intends to buy further shares or not is something that we do not know. Thank you. Next question to Silvia Schmitten.

Unknown Analyst

analyst
#137

The history, when BUWOG was sold here, Immo was cheated, if you like. Are there still lawsuits pending from that sale? Or did you settle?

Unknown Executive

executive
#138

In February 2020, on the 27th of February, CA Immo filed a partial lawsuit on EUR 1 million. That was lawsuit one and on the 29th of May, a second claim for damages on about EUR 1.9 billion. Both lawsuits are directed against the Republic of Austria and the province of Carinthia from the point of view of Immo after the results of the criminal proceedings against former Finance Minister Grasser and others, such as [indiscernible] and illegally influenced the privatization process for the benefit of the successful Austrian consortium, lawsuits are pending. There was no settlement. Thank you.

Unknown Analyst

analyst
#139

Now we come to a question of the [indiscernible] This is the first question to Mr. Schillhofer and ties in with the previous question, do you plan as of the current fiscal year to return to your regular dividend policy?

Unknown Executive

executive
#140

I'm happy to answer that question. To the extent that the economic developments permit, we are planning to return to our regular dividend policy. Thank you.

Unknown Analyst

analyst
#141

Next question of the [indiscernible] you said that all options are assessed for the Romanian portfolio. Are you ready to sell the portfolio, even if it cannot be replaced by a new investment or only difficult?

Unknown Executive

executive
#142

We announced to the market that we are looking at what our options are for our Romanian portfolio. We are open to a number of different outcomes and continue to explore these options, albeit our primary focus is exploring the potential sale of the platform in whole. We have 3 accretive ways to deploy capital in our portfolio. One, external investments into standing properties or development sites in our strategic core markets. Two, investing in value-accretive capital expenditure in our existing income-producing assets. For instance, at the moment, we have a value accretive CapEx program ongoing in an asset in Warsaw, for an asset in Budapest as well as some significant redevelopment opportunities in our Berlin portfolio. And three, funding our development pipeline. We have 140,000 square meters of office space under construction right now across several projects with another approximately EUR 500 million of total cost to spend. But then if we look a little bit further down the road, we have another EUR 1 billion plus just in Berlin of development projects that we hope to start soon and will be starting over the next number of years. Furthermore, we have the possibility to repay debt, buy back shares, as we have just announced to do, and we can also pay dividends. Thank you.

Unknown Executive

executive
#143

Thank you. Keegan?

Keegan Viscius

executive
#144

Through the questions, let me just clarify that with back office. When I see them, they're done.

Unknown Executive

executive
#145

I get the information. The 2 questions are unanswered. I thought that we'd answer them but let me address them. A question from Mr. [ Berger ]. What is the share of the American shareholders if you deduct Starwood, I explained that according to what we know today. And analysis of March '22, the share of U.S. shareholders, when you deduct Starwood is less than 10%? And the second question to Mr. Schillhofer about the ratings of Moody? What would be paid for the Moody's rating? We've already answered that question. The cost for Moody's in 2020 was EUR 75,000; '21, EUR 78,000 Thank you. As far as I know, there are no further questions. That means -- that we will now close the general debate. And we continue with the AGM. I will now give the floor once again to the 4 special proxies and ask them to read out any motions that have been received so far or confirm that no further motions have been received. Again, same order, we will start with Mr. Beckermann.

Unknown Executive

executive
#146

No further motions.

Unknown Executive

executive
#147

Thank you. Mr. Wilfling?

Unknown Executive

executive
#148

Thank you. I have 2 motions for special audience with the same identical content from 2 different shareholders from Petrus Advisers investment L.P.s voting card 226 and [ Vladimir ] Weiss voting card 2. I will read out those 2 motions -- I will read out just one of the motions, but we'll submit them separately. I also instruct the Chairman to notarize both of these motions were [indiscernible] motion for special audit on Item 3, decision on discharge of the members of the management and also Item 4, decision on the discharge of the members of the Supervisory Board for '21. Ad hoc motions for special audit on Item 3, decision on the discharge of the members of the management for the business year 2021 and Item 4, decision on the discharge of the members of the Supervisory Board for the '21 fiscal year at the 35th AGM of CA Immobilien. Convened for the first of May 2022, 11:00 in the premises of the company, Mechelgasse 1, 1030 Vienna, conducted as a virtual AGM in the sense of the COVID regulation. First motion. In the annual report of CA Immo for the business year 2018 to 2021, it was stated that all shareholder representatives in the Supervisory Board with the exception of Jeffrey G. Dishner, Ms. Laura Rubin and Ms. Sarah Broughton, were independent in accordance with C Rule 53 and 54 of the Austrian Corporate Governance Code. That was not the case, at least not for 2018 and 2019. Supervisory Board members, Michael Stanton and John Nacos until May 2019 were founding members and managers of the EG Real Estate Advisers in the following called EGREA. According to information on the website of the company, EGREA-Starwood Capital Group after the acquisition of its share in CA Immo in 2018 had advised. There is a reference to the website, egrea.com. Mr. Nacos also in his CV submitted to the AGM 2021, that in the years 2019 to 2020, he acted as adviser of Starwood Capital Group, again, a reference to the website. Therefore, we must assume that the Supervisory Board member, Michael Stanton, at least in 2018, and the former Supervisory Board member, John Nacos at least in 2018 and 2019. And like their statements, the statements in annual reports did not fulfill the requirements of C 54 and that the relating statements in the annual report 2018 were false and incomplete in the annual report 2019 (the annual report 2019 includes no information about Mr. Nacos). Since Mr. Stanton is still a member of the Supervisory Board and the statement on the independence of Supervisory Board members in the annual reports in the past were not correct. Suspicion arises that the Supervisory Board members did not fulfill their disclosure requirements or that the administration of the company deliberately accepted wrongful or incomplete information in the annual reports. The special audit is required in order to clarify whether in '21, all members of the Supervisory Board were independent in the sense of C Rule 54 of the Austrian Corporate Governance Code and whether the information contained in the report '21 and the corporate governance report '21 about the independence of Supervisory Board members were correct according to C Rule 54. The facts to be determined are essential for the decision about the discharge of the members of the management and the Supervisory Board since if the Management Board and the Supervisory Board deliberately accepted wrongful information in the annual report, this constitutes severe breach of duty, and they should not be granted discharge. If the individual members of the Supervisory Board did not disclose their professional relations with Starwood Capital Group and accepted that their information about independence in accordance with C Rule 54 in the annual report and in the corporate governance report '21 were wrong. Those members of the Supervisory Board cannot be granted discharge. The identification, determination of any breaches of duty are also important for future staff decisions. The ensuing ad hoc motion for a special audit is thereby covered by the agenda Items 3 and 4 and thus admissible. The motions, we move that the AGM take the following resolution. In accordance with Section 130 Stock Corporation Act, a special audit shall be conducted to see whether the statements in the annual report '21 and the corporate governance report '21 about the independence of Supervisory Board members in accordance with C Rule 54 [indiscernible] are correct. If this is not the case, it shall be examined whether the individual Supervisory Board members have made wrongful -- provided wrongful information about their independence in accordance with C Rule 54 or whether, and if so, which members of the Supervisory Board and the Management Board accepted -- deliberately accepted wrongful information about their independence in accordance with C Rule 54 in the annual report and in the corporate governance report '21. Especially it shall be examined if and if so, what business relations existed between the individual members of the Supervisory Board and other companies they are part of and Starwood Capital Group and whether this had an impact on the independence in accordance with C Rule 54. In relation to the questions mentioned, related questions and facts are to be determined that are being identified in the course of the audit and whose clarification seems necessary to the special auditor. We -- Frotz Rechtsanwälte OG shall be appointed as special auditor. We state that Frotz Rechtsanwälte OG is -- has the right to use [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ] [indiscernible] for the special -- to aid with the special audit. And their contractual relation shall be arranged. If Frotz Rechtsanwälte for whatever reason should not take on the mandate, the replacement special auditor shall be [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ] [indiscernible] Frotz Rechtsanwälte OG and [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ] have already confirmed that there are no reasons for buyers and no reasons for exclusions for their appointment in accordance with Section 271 Austrian Company Code. The President of the Chamber of Lawyers Vienna is authorized and instructed to conclude an audit mandate for CA Immobilien Anlagen AG with a special auditor on the basis of an indicative offer and the fee shall be limited with a maximum amount and a period of no longer than 4 months after conclusion of the agreement. And until which time a written report shall be submitted. Since the object of the special audit relates to business activities that relate to the discharge granted to members of the Management Board and the Supervisory Board since several members of the Supervisory Board are senior executive members of Starwood with an essential impact on SOF-11 Klimt CAI, the main shareholder SOF-11 Klimt CAI S.à r.l. in accordance is excluded from voting. We move that the Chairman dispose accordingly. Second, the core shareholder of CA Immo SOF-11 Klimt CAI on the 8th of January '21, announced its intention for takeover in accordance with Section 5 Takeover Act. That was a relevant reference date for the determination of the price for the anticipated mandatory bid in accordance with Section 26 Takeover Act. On the 10th of February 2021, CA Immo published an ad hoc notification, whereby CA Immo for the fourth quarter 2020 expected real estate valuation effect of about EUR 205 million (EUR 2.7 -- EUR 2.07 per share) and thereby, which compensated the valuation loss of EUR 21.5 million in the first 3 quarters of 2020. It was communicated that for the fiscal year 2020, a positive result from real estate valuation of about EUR 180 million, namely EUR 1.82 per share is to be expected. The rise in share price is usually connected to such an ad hoc notification was no longer essential determining for the price fixing of the mandatory offer in accordance with Section 26 [indiscernible] with a view to the fact the 3 members of the supervisory -- of the Supervisory Board of -- affiliated with Starwood Capital Group, Jeffrey Dishner, Laura Rubin and Sarah Broughton and second, that a member of the Management Board, Mr. Keegan Viscius was nominated on the request from Starwood Capital Group to the Management Board and is a former staff member of Starwood Capital Group. And third, on the basis of the already mentioned wrongful or incomplete information about the independence of several Supervisory Board members of Starwood Capital Group in the previous annual reports, it shall be examined whether the Management Board and the Supervisory Board of Immo acted in fulfillment of their duties when it came to the valuation for the fourth quarter 2020 and the ad hoc notification of the 10th of February 2021. Clarification of this question is essential for the decision of the -- for the discharge of the members of the Management Board and the Supervisory Board and for future staff decisions, removal and reelection of members of bodies. The ensuing ad hoc motion for a special audit is thereby covered by Agenda Item 3 and 4 and thus admissible. SOF-11 Klimt CAI and all other companies of Starwood Capital Group, and persons acting on their behalf are in the following called Starwood.

Unknown Executive

executive
#149

So the resolution. We move that the Annual General Meeting take the following decision according to Section 130 of the Stock Corporation Act, a special audit is to be performed in order to verify whether the Executive Board or some of the members from the Executive Board have violated the equal treatment mandate of Section 47 of the Stock Corporation Act by having discussed the timing of the valuation of properties and the valuation of individual properties with Starwood and have announced to [indiscernible] Starwood informations about the massive revaluation in the fourth quarter of 2021 before this information was published ad hoc on the 10th of February 2021. In connection with the violations of the duties of the Management Board, it needs to be verified by the members of the Supervisory Board have violated their obligations or were directly involved in these breaches of duty. Special audit would also address the following questions. First, when for with purpose, and what kind of information about individual properties and the valuation we passed on to Starwood, have the Management Board or all of its members have acted in line with their duties. Second, in which working steps was the final valuation of individual properties of [indiscernible] for the business year 2020. And where their deliberations and decisions taken in the Management Board or Supervisory Board and its committees, where any collusions made with Starwood about the timing of the valuation. And if so, which things were discussed, and which Board members or executive Board members were involved. Were there any other conversations and discussions with Starwood concerning these topics. When were these conversations held, what was their content, who was involved, what was discussed with what content with Starwood and who did this on behalf of the company? When and how were decisions about the revaluation in the fourth quarter of 2020 made, who participated in this decision or these decisions, which was -- were the basis of these decisions, when was Starwood informed about the fact that revaluations were made in the fourth quarter of 2020? And the Management Board and its members still obliged act in duty -- act in line with their duty and which were the basis for the decision for -- in the ad hoc report that was made in the fourth quarter of 2020. And was the ad hoc communication done in due time? And were there any discussions on the board on these issues and were decisions taken? If so, what was the content? And when was that? And which Board members participated in these discussions, decisions and actions and did they line-in-line -- did they act in line with their duties? [indiscernible] Has the Supervisory Board or individual members been informed about talks with Starwood and about any violations of duty of the Executive Board? And were the Supervisory Board or some of its members involved directly in these violations of duty of the Management Board. Were there any discussions about these relevant topics and decisions taken in the Supervisory Board and/or its committees who was involved. What was the basis for these decisions and has the Supervisory Board acted in line with its duties? 12, has the Supervisory Board approached these issues directly in line with its duty to participate and supervise and have the Supervisory Board members or some of the members violated their duties of monitoring and surveillance oversight. The 3 representatives of SOF-11 Klimt CAI S.à r.l. have been evaluated on an ongoing basis in the Supervisory Board where the 3 representatives of Klimt CAI, namely Jeffrey Gordon Dishner, born on the 15th of September 1964; Sarah Broughton, born on the 13th of August 1976; and Laura Mestel Rubin, born on the 11th of March 1964, informed about any deliberations and decisions taken by the Supervisory Board on the subject in question, and did they participate in any discussion and decisions. 14, has Starwood obtained any advantages due to these violations or the breaches of duty of the Management Board? 15, is there any damage that was or losses that were incurred due to these violations of duty. And if so, which? And in connection with the above questions, we should also determine facts in the course of the audit. And any facts that deem -- that the special audit deems useful. The special auditor will be Frotz Lawyers. It is stated that Frotz Lawyers entitled to also consult [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ] auditors during the special audit. Should Frotz Lawyers OG not accept the mandate for whatever reasons, special auditor will be [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ], same address as previously. Frotz Lawyers and [ Jonasch-Platzer Wirtschaftsprüfungs und Steuerberatungs GmbH ] have already confirmed that there is no bias and no grounds for exclusion based on Articles 271 following of the Austrian Commercial Code. President of the Chamber of Lawyers of Vienna is mandated and authorized to come up with an indicative offer and an audit agreement based on Austrian law, the fees have to be limited with the ceiling and the audit is to be provided within 4 months after the mandate has been given. Also the fact that the special audit refers to any processes of the management that have to do with the discharge of the members of the Management Board and the Supervisory Board since several members of the Supervisory Board are senior executives of Starwood with a considerable influence on SOF-11 Klimt, the main shareholder SOF-11 Klimt should be excluded from voting and voting rights during this decision on a special audit. Since r SOF11 Klimt CAI S.à r.l. is conflicted in terms of these events they have already abstained -- they have to abstain from voting, the Chairperson has asked to dispose accordingly. So this is the Petrus Advisers' and [ Vladimir ] Weiss' request for a special audit.

Unknown Attendee

attendee
#150

Thank you very much. [indiscernible] noted, let's now move on to the next point. Question for Dr. Schulz, whether there's any motions. No, there are no motions. Mr. [indiscernible]?

Unknown Executive

executive
#151

I also have not received any motions.

Unknown Executive

executive
#152

Okay. Thank you very much. We will interrupt the AGM for 15 minutes at this point. So it is 2:43. So we'll meet again in 15 minutes. [Break]

Unknown Executive

executive
#153

Welcome back dear shareholders and other participants in the Annual General Meeting of CA Immo. We have started to revise the motions. And I have to inform you that we need another 10-minute break before we can continue with the agenda. Thank you very much and see you back in 10 minutes. [Break]

Unknown Executive

executive
#154

Dear shareholders, welcome back. Unfortunately, I have the unpleasant news that we will have to have another break. We are working feverishly in order to ensure a smooth continuation of the Annual General Meeting. So we'll break for another 10 minutes, and I believe that three times lucky, the old proverb. So I think we should be able to continue in 10 minutes. [Break]

Unknown Executive

executive
#155

All right. Welcome back dear shareholders. As has just been announced, third time lucky, we are now prepared to carry on. We had completed Item 5 on the agenda. There were no further resolutions. And now we'll move on to Item 6, the explanations on the voting procedures. In connection with the voting procedure, I would like to note that the company's share capital currently amounts to EUR 774,229,017.02 and is divided into 106.496,426 low-par value shares, namely 106,496,422 bearer shares and 4 registered shares. Each share carries one vote. During the vote, the result of which we will announce immediately after counting, I will also announce the percentage of yes and no votes in relation to the total number of all votes to the company. 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 the instruction of 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 systems. For better recording, the instruction and voting cards will be read out loud. Let us move to Item 7. That's the vote. I'd like to point out as previously that as to Item 1, the presentation of the annual financial statement, no decisions have to be taken as to the Item 2, resolution appropriating the net profit recognized in the annual financial statement for the 2021 financial year. I'd like to move to the vote. I bring to the vote, the proposal for resolution which [indiscernible]. Okay. So the general meeting, they resolved that a distributable balance sheet profit of EUR 440,138,865.8 shown in the annual financial statements be carried forward to new account. Instruction card Beckermann, instruction card Schulz, instruction card [indiscernible]. No other no votes. Who will abstain from voting? No abstentions. Thus, the result on agenda Item 2 is as follows. Yes votes, 77,709,937, that's 99.945725%. No votes, 42,200, that's 0.054275%. The number of shares for which valid votes have been cast is 77,752,137. This is 73.01% of the share capital. And whether the votes of Petrus will be allowed or not has no impact on this voting result. This brings us to the next item on the agenda, discharge of the members of the Executive Board. So resolution discharging the members of the Management Board. I note that voting restrictions pursuing to Section 125 of the Stock Corporation Act already recording the IT system are taken into account in the voting. I hereby put to the vote, the proposal [indiscernible] discharge of the members of the Executive Board for the 2021 financial year. [indiscernible] Beckermann, Wilfling; voting card #1, voting card #2; voting card 226. No further no votes. Any abstentions? Instruction card Beckermann, instruction card Wilfling, instruction card [indiscernible]. No further abstentions. Thus, the voting result on Item 3 on the agenda is: yes votes, 76,040,433, that's 97.898676%. No votes, 1,632,153, that's 2.101324%. The number of shares for which valid votes have been cast or the total number of valid votes cast, 77,672,586. This represents 72.93% of the share capital. I have an opposition that like to be minuted. I raise opposition for Marek Hamšík, [indiscernible] Weiss voting card 2 and Petrus Advisers Investment Fund L.P. voting card 226. And I also have some objections on other items on the agenda, so kind to give me the floor again. So whether Petrus Advisers are admitted or not for voting will have no impact on the voting results as previously. Okay. So this note that the motion has been adopted with a requisite number of votes. Let's move on to Item 4 on the agenda. Resolution discharging the members of the Supervisory Board for the 2021 financial year. I note that voting restrictions pursuant to Section 125 of the Stock Corporation Act already recording the IT system that are taken into account in the voting. I thereby, put to the vote, the proposal to grant discharge to the members of the Supervisory Board for 2021 financial year. Who is against the motion? Instruction card Beckermann, instruction card Wilfling, [ 226; 2, 1 ] Instruction card Schulz. No further no votes. Who abstains from voting? Instruction card Beckermann, instruction card Wilfling, instruction card [indiscernible]. No further abstentions. We'll now move to the result. Yes votes, 75,068,549, that's 96.647418%. No votes, 2,604,037, that's 3.352582%. The number of shares for which valid votes have been cast, 77,672,586. That's 72.93% of the capital stock. And the item on the agenda has been adopted with the required legal maturity. Yes, I would like to raise objection against this decision for Marek Hamšík voting card 1, [ Vladimir ] Weiss voting card 2 and Petrus Advisers Investment Fund L.P. voting card 226. Thank you.

Unknown Executive

executive
#156

Thank you. And now we'll move on to the motion for a special audit to be performed. But before we talk about this individual, I would like to talk about the special audits that we cannot understand the content of these motions. This vote is about not only the members of this body, but this will also incur costs, and this is regrettable because the [ parties ] of the company had always tried to get along well with the proponents of the shareholders. So I would like to ask the special proxy of SOF-11 Dr. Sascha Schulz, whether he will abstain from voting in the vote.

Unknown Attendee

attendee
#157

Yes, the shareholders SOF-11 will exercise the voting rates.

Unknown Executive

executive
#158

Okay. Thank you very much. Okay. So I would like to state that the 2 ad hoc motions for special audits are unadmissible in this form in order to avoid any further litigation and costs. I will still allow for a vote on these 2 motions, but this does not prejudice the legal point of view of the company. We'll now move on to the vote on the first special audit requested by the special proxy, Mr. Gernot Wilfling, has read out. So basically, this was about the representation of independence of members of the Supervisory Board and the disclosure was not properly -- literally not properly insured. Let's move to the vote who votes against this motion: Instruction card Beckermann, instruction card Wilfling, instruction card Schulz. No other no votes. Who would like to abstain from voting? Instruction card Beckermann, instruction card Wilfling, instruction card Schulz, instruction card [indiscernible]. No further abstentions. Thank you very much. That's the voting result on item PW1. Yes votes, 1,632,153, that's 2.523217%. No votes, 63,053,244, that's 97.476783%. The number of shares for which valid votes have been cast is 64,685,397, 60.74% of the capital stock have been -- was represented by these votes. And thus, the item has been rejected.

Unknown Attendee

attendee
#159

I'd like to raise a position against this decision for Marek Hamšík voting card 1, [ Vladimir ] Weiss voting card 2 and Petrus Advisers Investment Fund L P. voting card 226. Thank you.

Unknown Executive

executive
#160

Thank you. This brings us to a vote on the second special audit request, that has been read out by Mr. Wilfling. His second special audit request had focused on the fact that in 2021, there had been a violation of legal [indiscernible] for information and secrecy. Who's against? Instruction card Beckermann, instruction card Wilfling, instruction card Schulz. No other no votes. Abstentions? Instruction card Beckermann, instruction card Wilfling, instruction card Schulz, instruction card [indiscernible]. No other abstentions. Thus, the voting result on this item on the agenda is: yes votes, 1,632,153, that's 2.523217%. No votes, 63,053,244. That's 97.476783%. The number of shares for which valid votes have been cast is 64,685,397, that's 60.74% of the capital stock. And the motion on item PW2 has been rejected with the requisite majority of votes. I would like to raise opposition against this decision for Marek Hamšík voting card 1, [ Vladimir ] Weiss voting card 2 and Petrus Advisers Investments Fund L.P. voting. card 226. Thank you very much. That's the end of this item on the agenda. Let's move on to Item 5. The resolution on the remuneration of the Supervisory Board for the 2021 financial year. The Management Board and Supervisory Board proposed at the Annual General Meeting adopted following resolution for the 2021 financial year. The members of the Supervisory Board are granted the remuneration of a total of EUR 308,356.16, whereby each member of the Supervisory Board receives, in addition to the reimbursement of cash expenditures, a fixed annual remuneration of EUR 30,000. The Chairman receives twice that and his deputies 1.5x the fixed remuneration. In addition to the annual payment, members of the Supervisory Board receive an attendance fee of EUR 1,000 for each meeting of the Supervisory Board or one of its committees to which they belong. Who is against such a motion? Voting card Beckermann, voting card Wilfling, 226 [indiscernible] No further no votes. Who abstains from voting? instruction card Beckermann, instruction card Schulz, instruction card [indiscernible]. No further abstentions. Thus, the voting result on Item 5 on the agenda: yes votes, 76,077,774, that's 97.846802%. No votes, 1,674,153, that's 2.153198%. And the number of shares for which valid votes have been cast is 77,751,927. That's 73.01% of the represented capital stock. So the question of the admission of the voting of Petrus Advisers has no impact on the voting results. I'd like to raise opposition against this decision for Marek Hamšík voting card 1, [ Vladimir ] Weiss voting card 2, Petrus Advisers Investments Fund L.P. voting card 226. Thank you. We'll continue with item 6 on the agenda, the appointment of the auditors and group auditors for the 2022 financial year. Supervisory Board proposes that the Annual General Meeting adopts the following resolution: Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., Wagramer Straße 19, 1220 Vienna is appointed as the auditor 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 2022 financial year. Who's against such a motion? Voting card Beckermann, voting card Wilfling. No further no votes. Any abstentions? Voting card [indiscernible]. No further abstentions. The voting results on Item 6 on the agenda: yes votes, 77,724,386, that's 99.964437%. No votes, 27,651, that's 0.035563%. The number of shares for which valid votes have been cast is 77,752,037, and the share of the capital stock represented by these votes is 73.01%. And again, the admission or nonadmission of Petrus Advisers has no influence on the result of the vote.

Unknown Executive

executive
#161

And I hereby note that the point that the vote has been accepted and adopted with the required majority. We now come to agenda Item 7, which is a resolution on the company's remuneration report for the 2021 financial year. The Management Board and the Supervisory Board propose that the AGM adopt the following resolution. The remuneration report for the 2021 financial year shall be adopted as in the course of preparation of the Annual General Meeting published on the company's website, www.caimmo.com. Who is against? Instruction card Beckermann, Instruction card Wilfling, instruction card Schulz. No further votes against. Who abstains? Instruction card Beckermann, instruction card Wilfling, Instruction card Schulz, instruction card Nauer. No further abstentions. With us come to the result of the vote on Item 7. Yes votes, 75,576,008, representing 97.254357%. Votes against, 2,133,629, representing 2.745643%. The number of shares for which valid votes were cast, 77,709,637, representing a share of the capital of 72.97%. With that, the motion has the required majority. And the admission to the vote of Petrus Advisers had no effect on the outcome. We now come to agenda Item 8. Election of a person -- one person to the Supervisory Board. The Supervisory Board proposes that the AGM adopts the following resolution. Professor Dr. Klaus Hirschler, born on 25th of September 1966, is elected as member of the Supervisory Board of CA Immobilien Anlagen Aktiengesellschaft until the conclusion of the Annual General Meeting, which resolves on the discharge of the Supervisory Board for the 2025 financial year. Who's against? Instruction card Beckermann, instruction card Wilfling; [ 1, 2; 226 ]. No further votes against. Who abstains? Instruction card Beckermann, instruction card Nauer. No further abstentions. And the result of the vote on Item 8. Yes votes, 74,957,247, representing 97.419856%. No votes, 1,985,227, representing 2.580144%. Number of shares for which valid votes were cast, 76,942,474 representing 72.25% of the capital stock. With that, the motion has been adopted with the required majority. Again, the admission to the vote or nonadmission to the vote of Petrus Advisers had no impact on the result. I launched another objection for the minutes for Marek Hamšík #1, [indiscernible] and Petrus Advisers Investments Fund L.P. voting card 226. Thank you. This takes us to Item 9, the last item on our agenda, that's the decision on the changes of the Articles of Association purpose of the company, possibility of remote participation of members of the Executive Board and Supervisory Board in the General Meeting. And I therefore come to the vote with regard to the proposed amendment to the Articles of Association in Article 2 para 1, the company purpose. Who is against? Instruction card Beckermann. No further votes against. Who abstains? Instruction card Beckermann, instruction card Schulz, instruction card [indiscernible]. No further abstentions. And this is the result of the vote on Item 9A. Yes votes, 77,709,927, representing 99.945982%. Votes against 42,000, representing 0.054018%. Number of shares for which valid votes were cast, 77,751,927, representing 73.01% of the capital stock. The motion has been adopted with the required majority. Again, the question of the admission or nonadmission of Petrus Advisers to the vote has no impact on the outcome. With that, come to the next part, which is, sorry, addition Para 5 in Section 17 of the Articles of Association, the remote participation of remote voting of shareholders in an AGM. Who votes against? Instruction Card Beckermann. No further votes against. Who abstains? Instruction card Schulz, instruction Card [indiscernible]. No further abstentions. And this is the result of the vote on Item 9b. Yes votes, 77,687,135, representing 99.916655%. No votes, 64,802, representing 0.083345%. Number of shares for which valid votes were cast, 77,751,937, representing 73.01% of the capital stock. With that, the motion has been adopted with the required majority. Again, the admission or nonadmission of Petrus Advisers to the vote has no impact on the outcome of the vote. Right. So the last point is an addition in Paragraph 20 (sic) [ Article 20 ], new paragraph 4, possibility of remote participation of members of the Supervisory Board and Management Board in an AGM. Who is against? Instruction card Beckermann. No further votes against. Abstentions? Instruction card Schulz, instruction card [indiscernible]. No further abstentions. The result of the vote on agenda Item 9c is as follows. Yes votes, 77,687,135, representing 99.916655%. Votes against, 64,802, representing 0.083345%. Number of shares for which valid votes were cast, 77,751,937, which represents 73.01% of the capital stock. Hence, this decision requires a 2/3 majority, and I can announce that the motion has been carried with the required majority. Again, the admission or nonadmission of Petrus Advisers to the vote has no impact on the outcome of the vote. This, shareholders was the last motion for which we had to adopt a resolution. I note that objections were raised on several items of the agenda. For the rest, the agenda has been completed. I would like to thank all those who have contributed to the organization of this virtual Annual General Meeting and supported its conduct. You will have noticed that sometimes we actually do need profound support. So thank you very much for that. And, of course, I would also like to thank you, ladies and gentlemen, for your interest, for your patience and I closed at 15:45 today's virtual general meeting, and I wish you all the best, stay safe and healthy. Thank you very much.

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