GN Store Nord A/S (GN) Earnings Call Transcript & Summary

[Interpreted] Dark Rock and tea. It's 10:00 and I'd like to welcome you to the Annual General Meeting 2023 of GN Store Nord. You will know that I am Per Wold-Olsen and I am still but not for a long time, Chairman of the Board of GN. First of all, I'd like to welcome you to one of the world's most innovative companies. Actually, we are #3 in the world when it comes to innovation in 2023 and when in the field of consumer electronics. Recently, we were appointed one of the world's most innovative businesses in consumer electronics by the renowned U.S. magazine, Fast Company. It was our earbud hearing aid Jabra Enhance Plus, developed in a collaborative effort between GN Hearing and GN Audio, which took us to the third place better than companies such as Apple, Samsung and LG. When it comes to ranking, we overtook them. And we're proud of this. I'd also like to welcome, of course, all the shareholders having turned up in the flesh to attend the meeting and also to those who follow us online. Welcome also to the members of the Board and Klaus Holse, who is a candidate for a seat on the Board. I will introduce him in more detail later on. Also welcome to the executive management Gitte Aabo, Peter Gormsen, and Peter Karlstromer. Peter Karlstromer joined us as CEO of GN Audio since the last time we had an AGM. Peter took over after Rene Svendsen-Tune. Rene, would you please stand up? We have had the pleasure of cooperating for 16 years. First, you will -- oh, come on, get up, don't sit down. First as a Board member and later as CEO of one of our businesses. You were an amazing director and you achieved fantastic results. I think we should give this man a round of applause. Thank you, Rene for all your efforts and achievements in relation to GN. Well, we have a packed agenda. So I'd like to hand over to our Chairman, Attorney-at-Law, Klaus Sogaard, who will steer us through the meeting. Thank you very much.

[Interpreted] Let's see how things turn out today. I usually end such a meeting by saying, thank you for good order and discipline. How wonderful to not to have to say anything about COVID-19 in a very full room. Thank God, that's all in the past. I have to check whether everything has been done that is required in the Articles of Association and Danish company law, this is an ordinary general meeting. It must be held in the Copenhagen region in March or April and the convening notice must be between 3 and 5 weeks, and it was convened on the 20th of February. So all rules have been complied with the agenda is in accordance with the articles, and I have checked that whatever has to be presented has also been presented on the company's website. Concerning today's agenda. We have not received proposals from shareholders, not in relation to election of members to the Board or anything else. And here, you need to know as a shareholder that if you want a topic to be dealt with on the agenda, you have to submit it to the Board not later than 6 weeks before the relevant AGM. But we have received nothing of this type, not before nor after the stated deadline. There are some proposals under 9, 9A was withdrawn yesterday, but we still have B to C, which are some more technical amendments. They require 2/3 in favor both of the represented capital and also the votes. The other proposals can be adopted by a simple majority. Many have voted in advance, actually, and that's what you see in listed companies nowadays. The votes are very often determined by the proxies and the postal votes. You have the forms on the company website. And you were actually able to use postal votes up until 3:00 p.m. yesterday and give proxies until midnight on Friday last week. And at 3:00 yesterday afternoon, it would not be possible. It was realized to achieve the required majority for the proposal in 9A concerning a preemptive stock issue up to DKK 7 billion, and that's why the Board decided yesterday afternoon to withdraw the proposal in question. So that 9A will not be put to the vote today. This was dealt with in a stock exchange release and was also mentioned in the press. I would also point out that about 113 million supported the company's proposal whereas -- it would not be possible to achieve because 170 million would be against. We are back to the numbers of shareholders that we were before COVID, 206 ordered for access cards, we are 93 present, of which 72 are shareholders and 727 have voted in advance including many of the big shareholders. In advance, more than 242 million votes have been cast. That's more than half of the total number of votes in the company, about -- representing about half of the share capital. So actually, everything has been decided in advance, you might say, because we are well below 1 million votes represented in the room, but that doesn't mean that you cannot have a good discussion about the individual items on the agenda. But the votes have been actually determined in advance. So I declare this to be a quorate meeting. And let's turn to the more interesting bits, the agenda itself and the report and the first 4 items on the agenda will as usual be taken in one go. And first of all, I'll hand over to the Chairman of the Board, Mr. Wold-Olsen and he will be followed by presentations by Gitte Aabo and Peter Karlstromer. You have the floor, Per.

[Interpreted] Thank you very much, Klaus. Yes, as you just said, I'm going to take you through the development, the overall development of GN in 2022, subsequently Gitte Aabo, the CEO of GN Hearing, will talk about the development in the hearing aid business and Peter Karlstromer, he will take you through developments in GN Audio. And I'll get back to you on some of the subsequent items on the agenda, as you heard from Klaus. There were many external factors that gave GN considerable headwind in 2022. First of all, obviously, the terrible war in Ukraine, which influences also indirectly at least one way or the other. But apart from the human disaster that we see in Ukraine, well, the situation has also led to sky high inflation in the world. We've seen a sharp decline in consumer confidence and that influences the use of spending of money by consumers. We still have to see whether the world will be affected by an actual recession. To this must be added that we still see disturbances because of COVID-19. The pandemic still influences us, not least in China. GN also saw continued disturbances in our supply chain, we had to pay very high freight rates. Exchange rates in 2022 also were not in our favor. And finally, the global climate crisis that also before COVID-19 and Ukraine war that is continuing too. This is something we need to address by introducing responsible sustainability initiatives. So all in all, 2022 was a very challenging year for a company such as GN Store Nord. But despite this -- despite of the strong headwind that these external circumstances imposed on GN, GN still supply -- delivered a revenue of DKK 18.7 billion and an adjusted EBITA of about DKK 2.2 billion. The organic growth was negative. It was minus 3%. But I think that this is not a number we like to see, but I still -- I would venture to say that in light of the external headwinds and challenges we had, I think we got through it reasonably well. This result was also because we succeeded in winning market shares in 3 very important business areas. First of all, GN Audio took market shares in the very important market for the sale of solutions for professional use in companies and organizations. Secondly, SteelSeries won market shares in the market for equipment for gaming, a market that has otherwise been under a lot of pressure because of no consumer confidence in the world. Thirdly, GN's core business, GN's core business is now really back taking market shares, not least because I mean, we achieved this result, not least because of our very new product, our new product portfolio called ReSound OMNIA. Gitte and Peter will in a little while talk more about developments in GN Hearing and GN Audio. As you can see on the screen here behind me, there is another important key figure for our finances, one we are not happy about. Our debt is still too high. The ratio between debt and EBITDA of 5.5x is higher than it should have been at the present time. I'll be coming back to that later on in my presentation. In the press, we have often recently been asked why we do not split up the company into 2 or why do we not divest 1 part. We believe that would not be wise, it would not create long-term value for you as shareholders. And I'd like to say that because there's a lot of interest in this and asking the Chairman of the Board what he thinks, right? But this is really a consequence of what I think as Chairman of the Board, it is the full Board that supports this and is the executive management that fully support this. We know what is right for this company. We can actually see that our most important competitors in the hearing aid segment, they're now trying to copy our unique business model. They try to combine competencies in hearing aids and audio. We take it as confirmation that our fundamental strategy is the right one. The secret behind our fundamental success is our multiyear ability to transfer deep and complex technology between diversified research and development departments. We create synergies between diversified go-to-market models across GN Hearing and GN Audio. And here, we do have a considerable lead in the competition. We've proven that by sharing our ability to win market shares in a very challenged market. Based on that, we have again been able to sort of preempt developments of markets and technologies. So we've been able to benefit from technology changes and important mega trends. We've been able to create relative products for new markets and new customers. I think this is part of the secret behind GN's ability to create new, more innovative products than our biggest competitors. As I mentioned initially, GN was recently mentioned as one of the world's most innovative companies in consumer electronics and we are extremely proud of that, obviously. Based on that, we do believe that it would not be wise to split up this innovative powerhouse, that GN Store Nord is today. Today, we are already exploiting considerable synergies, not only in research and development, but also in purchasing, IT, logistics, shared supply chains and go to market. And we'll be acting more and more as one integrated global technology powerhouse in hearing, sound, video and gaming equipment. The development of the share price in '22, obviously, has not been satisfactory for the shareholders and it hasn't been satisfactory for the executive management and not satisfactory for the Board of Directors. That is quite clear. But here, I have to get back to what I said a little while ago. The external macroeconomic headwind we have seen. We've seen that also for many other shares not least in technology. But that being said, there is no denying it that the GN share has been particularly hard hit. This was because of many different factors. We have been more exposed in the market in general. You might say that we have -- overall, we've had problems because our key markets have dived because of the macro economy and the increase in interest rates have made some people nervous about our high debts. So maybe not everyone has trusted that we would be able to deliver the good financial results that we actually did in 2022. If you know, GN Store Nord, you know that we've been in a crisis situation many times before in the 150 years of our history. And with war in the world, revolutions, share markets going down the drain and many other things. Most recently, it was 2008, 2009, when the whole world suffered a serious financial crisis. Again, there was also a crisis at GN. But back then, it wasn't just a macro economy that gave GN problems. It was also GN itself because GN did not act as a professional well-driven company. In 2008, the price for our share was between DKK 10 and DKK 20 per share, and GN earned no money. Today, we are a professional well-operated company. We are a unique company with a uniquely sharp profile. The markets in which we operate have given us a punch in the nose in the short run, but I'm very confident that the foundation in the markets in which we operate will really recover very well. As a result of that, also our ability to create value for you as shareholders will also benefit. Our organization is strong. It is focused. It is well operated. And with its innovative products, we win market shares in what is fundamentally very attractive market segments. We have to take sort of a long-term view -- medium view and long-term view. When we look to the future, we believe that GN can again, in terms of market value, once the headwinds have resided, we do believe that GN can get back to the situation we've been in before. We will be able to deliver the type of value increase that you would like to see as shareholders. A different topic is that we have changed our annual reporting considerably. It is because sustainability has become a more and more integrated part of GN's operations and strategies. For the 2022 financial year, we have thus integrated our reporting on financial and ESG results in a single publication. That gives our shareholders and other stakeholders a better overall view on how we create value, what our strategy is and the way that we run the company as well as the financial and nonfinancial results. GN sustainability strategy is driven by a wish to create real lasting value for all stakeholders and sustainability forms an integral part of every decision we make. And for that reason, we have not established a separate governance structure for sustainability. We are using our existing business processes to deliver on sustainability. Sustainability, obviously, is also part of the bonus goals of the executive management. The Audit Committee of the Board supervises all ESG matters and reports to the Board. And whenever relevant, an ESG is on the agenda, at least twice a year at Board meetings. In 2022, we've made a lot of progress across all ESG areas. We are well on our way to reaching our ESG goal for 2025. You're going to read more about that in the integrated annual report. In terms of employees, in 2022, we have had particularly focused on diversity and inclusion. For instance, we have established an executive committee in which executive management takes actively part. And this is going to create even more focus on this particular area going forward. And obviously, we also comply with new legislation with stricter requirements concerning goal numbers and policies for the underrepresented agenda, this new piece of legislation came into force on the 1st of January 2023. In '22, we also set another reduction goal for our emissions in accordance with the goals of the Paris agreement. We've committed ourselves to reducing CO2 emissions from our own operational activities by as much as 80%. And from our supply chain by as much as 25% by 2030. These goals have been tested and verified by the science-based target initiative. So this is what I had to say initially about 2022. So I'd like to give the floor now to Gitte Aabo, who will talk to you about development in GN Hearing. Gitte, you have the floor.

[Interpreted] Thank you, Per. I too would like to welcome you, the shareholders, to our AGM. My most important messages to you are the following. We had a very strong ending to the year. We acquired considerable market shares across countries and channels, thanks to our extremely successful new hearing product, ReSound OMNIA. We ended the year with a strong sales momentum and that continued in 2023. In February, we announced the launch of 5 new factors that will complete the family and we are quite sure that with the new varieties, our present good progress will continue. Based on our strong and now complete product portfolio and our strong sales momentum we expect in 2023 to continue acquiring market shares and growing our earnings margin. Let's take a look at the financial results for the first quarter 2022 and the full year 2022 of GN Hearing. In fiscal 2022, GN Hearing delivered organic revenue growth of just over 5% and an absolute growth of 17%. In the fourth quarter of the year in review, GN Hearing delivered organic revenue growth of no less than 14%, thanks to very strong commercial execution across the company and generated mostly by ReSound OMNIA, that was not launched until the third quarter. We achieved this growth in an otherwise generally fairly weak market for hearing products with -- where there was less negative growth in the fourth quarter, but we grew 14%. Gross margin was basically in line with 2021. It was adversely affected by growing costs for shipping and materials but we carried out price increases and we had a successful launch of ReSound OMNIA. The EBITA margin of the core business ended at 13.1% in '22 generated by operational gearing with strong focus on the cost base. The free cash flows ended at a negative DKK 377 million, which reflects the earnings level and investments in future growth opportunities and strategic financial support agreements. In the very important North American market, we delivered organic revenue growth of 11% in the fourth quarter despite the fairly sluggish market. We created very strong results in all of the independent market, audio logs and clinics in the large hospital channel for soldier veterans and also in the Costco Department Store Chain, again, primarily driven by the successful ReSound OMNIA launch. Seeing -- looking at Europe, we delivered organic revenue growth of 8% in the quarter with specifically strong results in Germany and the rest of the world. In the fourth quarter, we saw organic revenue growth of 22% based on strong growth in among other places, Japan and despite the strong market headwind that we saw in particular in China. As Per said, we emerged well from the [ tracking ] of the challenges we had for a while in our research and development unit and I must -- I'm deeply impressed by the results our engineers have delivered in the past 18 months. We are very proud of saying that we have completed the ReSound OMNIA family only 6 months after the platform was released, and that's much, much quicker than we have been able to do historically. And this is testimony to the fact that our R&D organization is back at the level that delivered so fine results and so good and innovative products for more than a decade. The ReSound OMNIA family was originally launched in the RIC form factor in August 2022 and has shown impressive results ever since it was marketed. We have now completed the family and introduced 5 new form factors, a new miniRIE product, which is smaller than the current RIC product in the market and also 2 rechargeable BTEs, a new -- 2 new specially produced products, one rechargeable ITE and a battery version of a CIC. The new form factors have the same advantages to users with the 150% improvement of the ability to understand speech in noisy surroundings and that is the biggest problem for person with a hearing loss. ReSound OMNIA is the only hearing product that uses technology, a so-called beamformer that improves hearing in a noise environment without cutting away important sound, causing the person involved to feel bad from part of its surroundings. The products are now commercially available in our markets. Totally, for 2022, we expect to have to navigate in a fairly weak but still fundamentally solid market for hearing products. In '22, there was strong market growth early in the year, but there was some sluggishness towards the end of the year. As a result, we expect in 2023, a low 1-digit positive volume growth in the market in general. Demand for hearing products remains intact despite the demographic sorry -- because of the demographic development in the world with an increasingly aging population. I wish to emphasize that there is no important tendency for consumers to focus on low-priced product. We still see the segment for managed care, also insurance-based sales challenge to grow faster than the private market in the U.S., but the -- it's not an actual trend for consumers not to be willing to pay for quality. First-time users continue seeking help for their hearing loss, although there is a certain delay in replacement purchases for recurring customers. Based on the above factors, we expect the market in 2023 to grow by low 1-digit growth rates. And we still expect the average sales price in 2023 to decline by low 1-digit percentages. So overall, we expect flat-to-positive market value growth in 2023, a bit lower than normal and also a bit more uncertain. And that's, of course, based on the situation in the market towards the end of 2022. The long-term dynamics in the market are intact and there's no reason to think that the market should not come back to historic growth rates once the current challenges are behind us. But it is the market growth that is the basis of the guidance we have issued for 2023. Our ReSound OMNIA product family as I already said was very successful in late 2022 and that continued in 2023. We have now launched a full family, and we expect this to continue throughout the year. With regard -- in view our expectations for general market growth, I can say that we expect GN Hearing to see organic revenue growth in the interval from 2% to 8% in '23. We will continue winning market shares, but there is also a general uncertainty, which may cause market growth to be a bit lower than expected and that's why our guidance range is wider than usual. With regard to the EBITA margin in the core business, we expect it to be in the interval between 13% and 16% in agreement with organic growth. EBITA in our emerging business basically jabraenhance.com or Lively as it was called before. We expect to land at minus DKK 150 million for the year, which will be improved year-on-year. We expect to have one-off items of about minus DKK 150 million due to a change and more efficiency initiatives of our logistics system and adaptation of the organization. In the first quarter, we expect to see organic revenue growth that matches our full year expectations of between 2% to 8% because of continued strong commercial execution and increased market share for ReSound OMNIA, but still with a weak market. Specifically for EBITA margin in the first quarter in the core business, we expect to see mid- to 1-digit level less one-off items because of seasonal adjustments and launching costs. And I'd like to hand over now to Peter Karlstromer.

Thank you, Gitte, and a warm welcome from me also to all the shareholders. Let me start by saying how happy I am to having joined GN. The first couple of months in the role has shown me what a strong organization I'm joining and I'm excited about the future, which we can create together. I'm new to many of you. So let me just say a few words about myself before moving into the results. I have the last 25 years working in the technology and telecom sector in different roles all around the world. The first part of my career, I was a consultant with McKinsey & Company working with technology and telecoms in Europe, in the U.S., in the Middle East as well as in Asia. From there on, I was with Cisco Systems, leading a significant part of the European business, working in close collaboration with the global R&D teams. And most recently, I'm coming from Securitas where I led a major technology transformation of the European business. Since January of this year though, I'm the proud leader of GN Audio. I'm working hard to make a seamless transition from Rene and together with our teams to build an exciting future for our stakeholders. Thank you, Rene. I'm now pleased to take you through the GN Audio's result for 2022. As Per talked about 2022 was a challenging year and we experienced significant supply chain disruptions in particular in the beginning of the year, combined with reduced consumer sentiment negatively impacting, in particular, the consumer and gaming business. In this challenging environment, Enterprise though gained significant market share and delivered a slightly positive results on the record break in 2021, which were very high given the COVID-19 extra sales we got there. For Q4 specifically, Enterprise delivered 9% organic growth, which is a testimony to our very strong product lineup and commercial execution. The Consumer business now were affected about the macro environment and had a difficult year, decline at 37%. If we look on the gaming, the market for gaming equipment also had a very difficult year. In this challenging environment, SteelSeries logged in significant market shares driven by strong product introductions and strong commercial execution. For the year, SteelSeries delivered an organic revenue growth of negative 19%. We saw some improvement in the business over the year, which is encouraging as we look forward. In total, GN Audio delivered a negative 7% organic revenue growth in 2022, which is in line with the updated guidance, which we gave. The adjusted EBITA margin ended at 14.1%, reflecting a gross margin decline that was offset by positive effects from OpEx management. The free cash flow ended at negative DKK 91 million. We had a healthy operational cash flow, but were negatively impacted by significant inventory buildup due to a change in the economic environment, in particular in SteelSeries. Excluding these working capital changes, GN Audio would have generated free cash flow of almost DKK 1 billion in 2022. Let's move to the region by region performance in Q4. Let me start with Europe where we delivered strong organic revenue growth of 9% driven by solid Enterprise performance across countries and customers. In North America, we had a more difficult quarter with a negative 18% explained by a significant decline in Consumer business and also in Enterprise business, which somewhat declined. In the Rest of the World, the growth was negative 9% explained by growing Enterprise business and a significantly decline in Consumer business. In summary, GN Audio performed strongly in a challenging market environment, gaining market share across categories. We delivered stronger results than many of our competitors in markets that were declining. One of the main reasons for our strong performance in a difficult environment is the strength of our product portfolio. Here, you can see the launches, which we had in 2022 in Enterprise, SteelSeries and Consumer showcasing the strong innovation we have as a company. These are industry-leading products that will allow us to continue to perform very well in the market. Let me particularly highlight on the Enterprise side, the strengthening of our video portfolio, which is an entry into a market that is of significant size fully comparable with the audio market where we today make most of the business. We now have a strong portfolio there as well and look forward to strengthen that further to gain share in the important video market. Overall, we believe that the strong portfolio we have will help our growth and support continued market share increases across the markets where we operate. Let me now talk a bit more about the market and the long-term drivers we see. We are very excited about the markets where we operate. We believe that the hybrid way of working with remote collaboration combined with work in offices will continue and continue to fuel the growth of our markets. While we experienced a very strong growth in these type of markets during the pandemic, we believe there's significant more growth to come. And we believe that users will continue to demand more and more and higher and higher quality in the communication. So in short, we very much believe in the growth of the enterprise markets long term. In addition, we're very excited about the gaming market, where we believe gaming, as they say, is turning mainstream. These are drivers in the gaming market really increasing it much faster than the economy year-over-year. With all these positives in the long-term outlook, we do have some shorter-term challenges, which we touched upon earlier. We have significant economic uncertainties and there is quite some buyer hesitation in some of our markets, putting the markets under short-term pressure, which we're working through. As we plan for 2023, we are doing that in different scenarios, which also affect the guidance, which we are giving. So given these uncertainties, we're giving a broader guidance for the year than what we normally would. As for in GN Audio, we plan to deliver growth somewhere between negative 10% and a positive 5%. The guided range for the EBITA margin is between 10% and 15%. The broad spend there is primarily driven by the differences in the business volume. It's worth it to stress that in all economic scenarios we see for the year we plan for continued market share gains. We very much believe in the strength of our company, the strength of our portfolio and our own execution. We expect the nonrecurring items to be around DKK 150 million for '23. These items are related to cost reduction measures as we're rightsizing parts of our organization in the challenging environment. Our business is robust and well managed. And across the guidance range of scenarios, we do expect a positive cash flow even in the low scenario. We also -- we've given some guidance for Q1. Given the economic environment, we see some pressure on the Q1 and guided a negative growth in the quarter. When it comes to the EBITA margin for Q1, we expect it to be in the mid-single-digit level, excluding nonrecurring items. With this, let me hand it back to the Chairman. Thank you.

[Interpreted] Thank you, Peter, and thank you, Gitte. So this was our report on the company's activities in the past year. I'd like now to shift attention to our outlook for 2022 -- sorry, 2023 and the future. And I don't -- I hope I don't repeat myself too much but I can only say now that GN is a unique technological product-based innovative company. We grow by creating even more innovative products and more of them than our competitors do. And we also have an ability to bring them efficiently and effectively to market. And that is why Peter and Gitte and myself can tell you today that we find that we have an extremely strong foundation in GN at the present point in time. The global hearing product markets are recovering now after the pandemic. GN Hearing has successfully transformed its R&D organization, which Gitte told us about to achieve increased quality, predictability and efficiency. As you heard, we now have the strongest product portfolio in GN Hearing ever. And the company appeals to all relevant segments in hearing products. We have a strong position, thanks to Jabra Enhance and the new OTC market in the U.S., and we know what is going to happen in the U.S., and we believe that we have an extremely unique position to be successful in this OTC, over-the-counter market that will now be emerging in the U.S. and perhaps also in the rest of the world. We have strong growth in Europe, in Australia as well. And now in Australia, we have just been appointed main prime supplier for the largest individual customer in that country with more than 100,000 hearing products distributed per year. As Peter said, GN Audio now has its strongest and widest product portfolio ever. And we have strong positions in all the markets where we operate. We perceive a considerable potential in our professional business, where we are market leader with very strong market positions. The underlying growth drivers are still there. The trend towards more hybrid types of work continues unabatedly even after COVID, although macroeconomic factors do cause a problem in the medium term, in particular, in markets directly affected by consumer confidence. We're gaining market shares in gaming as well, and we have still considerable market opportunities in video conference settings where we have made strong investments in future growth. We are now preparing ourselves for catering to the approximately 2 billion employees who perform their daily work without having an office and a desk. This is an entirely new market for us in teaching, in health care, in logistics, in the retail trade and so on and so forth. This is a segment where we historically speaking, has seen very low sales, but we are going to focus on it in the future. And lastly, we are also ready to expand our FalCom business that delivers integrated hearing protection and communication solutions for the arm forces, for security people and so on. They all depend on the best possible protection and the ability to communicate under extreme conditions. And last, fundamental assumptions that we use for our guidance are more uncertain than what we're used to. It's because of what happens in the world, it has nothing to do with what happens in our business. So against the backdrop of the macro economic environment and what I said in my introduction about our high level of debt, we had originally asked the AGM to authorize the Board of Directors to raise the company's share capital so that we could raise up to DKK 7 billion to reduce debt. It so happens that DKK 7 billion actually fall due in 2024. That would have resolved all our fundamental financial challenges in one go, so that we could put things behind us in this respect. But after feedback from and dialogue with several shareholders prior to today's meeting, we realized that the proposal would not be able to gain the support of 2/3 of the votes, although approximately half actually voted in favor. So there was not support from the required 2/3 majority of shareholders as far as the proposal for DKK 7 billion was concerned. We realized that despite the support given by many shareholders, there are different opinions about the proposal. Many investors support it and a few don't. We, of course, listen to shareholders and what they tell us. And that's why, as you also know now, we withdrew the proposal prior to the meeting. Having said that, I also wish to point out that we still feel on the Board that a capital increase is decisive in order for us to reduce our existing debt level and to allow us to focus on the implementation of our innovation strategy. At the same time, as we need to be able to maintain sufficient financial resistors under challenging market conditions. The Board will now assess alternative financing opportunities and we'll come back to shareholders at a later stage. The next item on the agenda is tax. Our tax payments contribute to developments in the countries where we operate. We have a commitment to pay tax in a responsible manner to comply with tax rules, and we acknowledge our responsibility vis-a-vis stakeholders with regard to following expectations concerning good tax practice. Our tax policy and our compliance with rules are monitored on an ongoing basis by the Audit Committee and the policy is reviewed annually and approved by the Board. The policy applies to all our employees and all our units. We monitor and we support the international initiatives, which also contribute to establishing a trust among consumers, to multinational companies, tax management and payments. With regard to fiscal '22, our estimated tax payments amount to DKK 185 million against DKK 571 million in 2021. Our policy with regard to payment of dividend and share buybacks is unchanged. Before, now and also in future, it is our policy to deliver as much value as possible and give it back to shareholders via share price increases, share buybacks and dividend payments. Nothing has changed there. But as you will all understand, the situation is a bit different right now. Right now, it is not possible to fulfill all the promises made, but we hope to be able to come back to the levels we have been operating with before. Remuneration to the Board, with regard to 2023, there is a proposal here to the effect that payments and remuneration to the Board remains unchanged from 2022. You can see the details in the remuneration report. And you can also see the meeting schedule and see how it is still required as a Board member of a GN Board to deliver a considerable effort. Every year, the Board undertakes an annual evaluation of its work. This in order to assess the work efficiency composition and organization of the Board as well as its strength and its development potential. We, as a Board, need to be able to develop all the time in order to provide the best possible support for our business. And in '22, we retained the services of an external consultant to help us with the annual evaluation in order to add new perspectives and potentially identify problems that otherwise we would not, as a Board, discover ourselves. The general conclusions of the 2022 evaluation did not cause any considerable comments or remarks and the appropriateness of the present composition of the Board was confirmed. The general conclusion was that the Board works well, works as a team, and the members of the Board are satisfied with the way they work together. Cooperation between the Board of Directors and the executive management is professional and efficient. The Board and executive management agree on the way to cooperate and the decision-making processes and the strategic work are done on the Board, in particular, in relation to ESG. The size of the Board seems to be appropriate and has the right composition also with regard to diversity and competencies and competency areas. There was in the evaluation mention made of 2 areas where there was room for improvement. The committees could prepare some of the duties of the Board more than they do now. And external experts could be involved even more than now in selected areas. Here, you see pictures of the present Board. Six members were elected at the AGM last year. They now see that their term has ended because we all sit for a period of 1 year. Five are now available for reelection today, Jukka Pertola, Helene Barnekow, Montserrat Pascual, Ronica Wang and Anette Weber. As previously announced, it will follow from this that I am not available for reelection. We have discussed this earlier at the AGM in accordance with the recommendations for good corporate governance. I had planned actually to resign earlier, but there were a small group of major shareholders have asked me to remain in order to secure continuity because in March 2020, we had 3 new external members elected to the Board. And there were extraordinary circumstances due to COVID-19, the war in Ukraine and also our strategic acquisition of Lively and SteelSeries. This is now behind us. And I can no longer be considered an independent Board member of GN. So the time has come for me to resign. At the same time, it was announced that our Vice Chairman since the AGM in 2020, Jukka Pertola has agreed to stand as new Chair of the Board. I support this and so does the other members of the Board wholeheartedly. At the same time, it has been announced that Jukka will be resigning from some of his other responsibilities and positions in order to give all he's got for his work in GN, and this is something that we appreciate a great deal. It means a lot to GN. With these changes, the Board needs a new member, and I'm happy to be able to announce to you that Klaus Holse has made himself available. For many years, he's been an executive director in global tech businesses such as Oracle, Microsoft and most recently as CEO of SimCorp. Klaus today works as a full-time Board member of technology-driven businesses, and he is also the Chairman of the Association of Danish Industries. The Board proposes that Klaus also be elected to the Board because he will be able to contribute with considerable international management experience in relation to IT and software and it is precisely what we need. He also has a lot of knowledge about sustainability and digitalization. Klaus, welcome to GN. So now I'd like to hand back to the Chair of the meeting, Klaus Sogaard.

[Interpreted] Yes, another Klaus. And I'm not the one running for the Board. I must tell you. Anyway, that was the report by Board and management. We went through not only the first 4 items. But actually, we've got an input for all items on the agenda. It's now possible to ask questions. Claus Berner Moller from ATP has asked for the floor. Please come up here to the rostrum if you wish to speak as one more person, with Danish association of shareholders [Soren Svenson] also wishes to say something. If other people would like the floor, they can speak after those 2 first. Interventions. And this is another Claus taking the floor from ATP, the labor market supplementary pension fund.

[Interpreted] So I'm Claus Berner Moller. I represent ATP. I'd like to start by thanking you for the report and the review of the financial statements. Last year was a difficult year for many companies because of geopolitical challenges, rising transport costs, delivery problems, higher material and energy costs and a high rate of inflation in general. GN is a company hard hit. The year that's ended with an organic decline in revenue of 3%. But problems became even clearer with the operating result, which was more than cut by half. In the autumn of '21, there was the acquisition of SteelSeries for DKK 8 billion and then Lively was acquired with DKK 625 million. GN chose to finance that by means of debt. So there was the macroeconomic change and early '22 turned out to become a disadvantage because debts became too high compared with the decline in earnings. As '22 developed, the size of the debt became a bigger and bigger problem and ATP thus contacted the company in the middle of 2022 to recommend a capital increase -- share capital increase. Unfortunately, it was postponed until this next general meeting. And yesterday, we were informed that the Board withdrew our proposal 9a. 9a was supposed to give the company, the Board the possibility to increase the share capital to get in the extra DKK 7 billion. That was withdrawn because there was not going to be 2/3 majority in favor of the proposal. This is a setback for the company. ATP still finds that there is a need for a share capital increase. But based on the information available to me up to DKK 5 billion would be enough to get GN Store Nord safely through the coming years. Except if there is a deep [ recession ]. Let there be no doubt that ATP intends to support a future share capital increase. This year's AGM is also the year-- the day where we say goodbye to Per Wold-Olsen, as Chairman of the Board. Per, you started in a company that really needed a firm hand. Your firm hand has helped create a company at a completely different level. When I think back to your start at the company in 2008, I remember, you could buy a share for DKK 10 back then. Seen in that light, a price now of more than DKK 140 for a share is really good. However, the last couple of years have seen many changes in management, the unfortunate timing of acquisitions and now the lag of approval of the share capital increase. So even if you cannot hand over GN, in the state that you would have liked, still, I want to thank you for your sterling efforts for many, many years. Thank you, Per. Finally, let me wish the company's management and employees. Good luck with the challenges in the coming years. Thank you.

[Interpreted] Thank you, Claus Berner Moller from ATP. Over to the Chairman to comment and after the we will hear from [Soren Svenson] from the Danish Association of Shareholders. Over to you, Per.

[Interpreted] Well, Claus, hi. I really want to say thank you ever so much for your kind words you shared with us and say that I think we have had -- we've been on an excellent journey with ATP as one of our biggest shareholders. We've always been able to get hold of you to be able to talk constructively with ATP, whenever things were critical, so on and so forth. You were supportive when you had to be supportive. And as I said previously, I mean, we listened to the shareholders now, and they said that we could not get it to first majority for a share capital increase up to DKK 7 billion. This is in line with what I've said before. We always try to listen to shareholders, and we've listened particularly to ATP. And thank you for all the contributions you've made to help the company. I hope you will support the company on its journey into the future. Thank you, Claus.

[Interpreted] [Soren Svenson], the Danish Association of Shareholders. I'd like to ask if anybody else wishes to speak, yes, make note of that. Thank you. And thank you for the report to the Chairman of the managers. I'm here on behalf of Danish Association of Shareholders. This is an association that cases for the interest of private shareholders. We do that by keeping an eye on companies, including looking at the results obtained. And we make our -- we give our assessment at general meetings. There was a TV series about big industrialist in Denmark a 100 years ago. Well, the biggest was CF Tietgen and CF Tietgen was actually the person who founded this proud company. The TN big Nordisk Telegraf company today as GN Store Nord. There's not so much great or grand about the company today. The company is worth 1/100 part of Novo Nordisk. Now I know that Novo is big. But anyway, why is that? Well, I think the Board has sort of carried out unfortunate transactions. I think there are many here today who would like to know why you bought steel shares for DKK 8 billion, DKK 8 billion that GN did not have in the kitty, but DKK 8 billion, they had to go and borrow. And when interest rates suddenly went up, it turned out to be a problem. The purchase of steel shares, the debt tripled from DKK 5 billion to DKK 15 billion. That big [indiscernible] debt is a problem for GN Store Nord. The financial statements also shows clearly that this is the problem. That there are problems. The result for 2022 is less than 1/3 of the results obtained in the year before. Earnings per share are also less than 1/3. The interest-bearing debt is 3x as high, and debt in relation to EBITDA has more than quadrupled from 1.6x to 7.5x. I think it's -- I think you said 5.5x. I think in the financial statements, it says 7.1x. Many analysts have noted that this is the highest ratio of any C25 company. This is a huge problem there. Debts are rising while earnings are going down. So, how you can best solve that problem of high debts. Well, again, the Board has tried to make the wrong choice. They wanted to solve the problem through a share emission, and share emissions are poison to existing shareholders because, of course, the existing shares are dewatered. So here, we sort of disagree with ATP. They do believe that the capital -- share capital increase is required. I accept that a small capital increase of DKK 3 billion, DKK 4 billion could be a good idea. But DKK 7 billion, that really dewaters the values of existing shareholders. And obviously, the share price went down considerably when that idea was introduced. What would be the best solution then? Well, we have chosen the Board of Directors to find out about that, but if it can't do it, I think I can help. Talk to the William Demant Foundation. They've already shown interest because they have 10% of GN Store Nord. And William Demant, they know about hearing products and they know about business in relation to GN. Back to the purchase of SteelSeries. GN has a track record of faulty purchases. I don't know if you remember that in the year 2000, they bought a Canadian company. I can't remember the name. Does anyone remember the name? I don't. Anyway, it was a Canadian company. What was the name of it?

NetTest.

[Interpreted] Can't hear says the speaker. NetTest, okay, was that the name? All right. But anyway, that was expensive for GN because the year after they bought it, it was worth 0, nothing. Say that mistakes make you wise, but not rich. But in GN, they did get wise because they repeated the error by buying a much too expensive company that they couldn't afford. I do not know other companies who made the same mistake twice. The market really doesn't trust the Board very much. When Per Wold-Olsen said that he didn't want to be reelected again, the share price went up 10%. That shows the assessment of the market of the Chairman of the Board. But I must say that he did well initially in his period and as Chairman of the Board. He helped really getting GN out of trouble. So thank you for that. Thank you for your attention.

Let's hear from the Chairman of the Board. followed by the gentleman in the fourth row.

[Interpreted] We've met before. So I've had dialogues with you as a shareholder. One of the reasons why I -- well, this company has existed for 150 years. There have been many situations with turbulence. There have been times of greatness, but also times of problems. And there have been problems many times during those 150 years. None of us have tried to conceal that there are problems, but I don't agree with you. To be quite honest, when you say that this isn't a company with a lot of greatness at present. What can you expect? This is an innovation machine. We produce and produce and produce. What more can you expect from a company than seeing it acquire market shares? I'm sorry, but I cannot say to you that we as a Board should accept responsibility for the war in Ukraine, for consumer sentiments and collapsing markets. I'm trying to tell you that we are absolutely convinced that the foundation is there, and it will support us once the external circumstances get back to normal. I also wish to say that we haven't discovered that there would be a war in Ukraine. We hadn't discovered that there would be a global meltdown. Had we only known in advance, we would, of course, have used an entirely different financing setup for SteelSeries. And we now have to struggle with this, but we will see a way out of this. We were given the applause from shareholders when we made that strategic acquisition at what was perceived of as an attractive price. And I hope that the assembly here today understand it. Yes. And [ Soren Svenson ] for a quick reply and then followed by the gentleman in the fourth row.

[Interpreted] Thank you for the answer. I agree with you that GN Store Nord has been through times of greatness and times of problems. 20, 30 years ago, there were huge problems. And before that, there was greatness. So perhaps that is why it was -- it ended up as Great Nord, quite of an interesting name. But I agree with you, I believe that the future bodes well. And again, thank you for your efforts 14, 15 years ago when you helped get the company back on its feet.

[Interpreted] I don't think this gives rise to additional comments from the Chairman of the Board. The gentleman in the first row, I'd like you to come up here because otherwise, people listening on the web cannot hear you.

Thank you. I'm Torben Mejnertsen. I'm a shareholder of GN. I've been around since 2008, and I think it's disturbing that you can sit here and give yourself praise for seeing a share price from upwards of DKK 500, down to DKK 140. Don't give yourself praise for that because why is it? I don't understand what went wrong. It's only been a one-way direction over the past 3 years. Demant is almost taking over the business. So how can you sit there being complacent in that manner? You have provided a foundation as long as there is a company for this foundation. You haven't learned the past. Look at other companies, look at the football club point of view. They also raised a lot of loans. It took them 30 years to pay it back. And now you do the same. You say that there were things you couldn't have known about. True, but you should always make sure to have some buffer, some financial buffer to use when the going gets rough. You previously -- it was a well-run company. Now things have turned for the worse. I'm disappointed as the shareholders. The share price has been as high as DKK 550, now it's DKK 150. I think you should take a look in the mirror and ask yourself, have I done a good job over the past 3 years?

[Interpreted] Before I give the floor to the Chairman of the Board. I'd like to hear if there are other requests for the floor. That doesn't seem to be the case. We are having a debate concerning the first 4 items on the agenda. I will then give the floor now to the Chairman, and I will then conclude on our debate for the first 4 items on the agenda. The chairman.

[Interpreted] I don't really have anything to say to you. All I can say is that we are all very dissatisfied with the developments in the share price. And I have tried to explain that we are affected by a series of factors in the world out there that we are not in control of. And apart from that, I can't really add anything else.

Okay, I see that there are no other requests for the floor, I would like to go back to conclude, concerning the first 4 items on the agenda. The first item is the report of the Board of Directors, you don't vote on that. You take note of it when you discussed it. And since nobody else wishes to speak, we've taken note of it. Item 2 on the agenda is the submission of the audited annual report for approval. The annual approval has been reviewed. The main items have been reviewed. I know that the votes given in advance ensure there is approval, so I take it that I can conclude that. Next item on the agenda is the resolution of discharge. Discharge means that you're not going to hold Board or management responsible for what has been written in the financial statements. But what they have hidden, you can still sue them for. So not so much of a real content in this provision, but this is a decision that many companies have and to here I again, know it's going to be approved. I see no position so I take it to have been approved. Next item on the agenda is the decision on the application of profits or covering of losses as the Chairman of the Board said, and as I said, the convening notice, the Board's recommendation is to pay no dividend. And since the general meeting can only reduce the dividend compared with what the Board has suggested nothing much is to be done, so I take that to be approved. The next item is presentation at the advisory vote regarding the remuneration report. Danish law was changed years ago. Now you must have a remuneration policy in a company. You must submit it to the general meeting, at least every 4 years. And it will be also under Item 9. And once a year, you have to say how you have paid our Board and management. And there's a remuneration report that must be submitted to an advisory vote. The convening notice as that has been prepared to ensure more transparency in regard to remuneration reporting and after discussions with a number of important investors directly addressing feedback concerning the remuneration report from 2021. Again, this year, it will not be approved. There are 137 million votes against 102 million for. And Board takes note of that. It has no immediate consequence, except that, next year, the Board has to explain how they relate to this matter based on the input that has been received. So I consider that to be a fact. Brings me on to the next items on the agenda. Item 6 is the approval the remuneration to the Board of Directors for the current financial year. As the Chairman of the Board said, the proposal is that the fees will be unchanged. They have a model in most companies with the base fee here is DKK 305,000 twice for Deputy chair and 3x the base rate of the Chairman. And in GN because of the special structure here with the holding company and 2 active companies, you have separate fees for the 2 daughter companies, Audio and Hearing. And there's a separate committee, our remuneration and there's payment for travel cost and for any taxes and duties to be paid abroad. This is a well-known model for most companies. And since figures are unchanged from 2022, I take it that there are no further comments. We can also tell you it will be adopted on the basis of the -- those that have already been given election of members of the Board of Directors. This is Item 7. The [ outing ] associations say that there must be between 5 and 9 members of the Board of Directors. And in addition, of course, there are the employee-elected Board members. The Board has 6 members at present as the Chairman also said he's not running again. He's not seeking reelection, but the other 5 are running Jukka Pekka Pertola, Helene Barnekow, Montserrat Maresch Pascual, Ronica Wang and Anette Weber. And the Board then proposes to newly elect Klaus Holse. And they're all present here today. Klaus also maybe you should stand up and show your face to people. I can tell you that based on the votes that have been received, you have been reelected and newly reelected. I wish you all the best. Next item on our agenda is item 8, the election of a state-authorized public accountant. And the proposal is to reelect PricewaterhouseCoopers. In connection with this election, you have to say you've not been influenced by third parties, and they say the Audit Committee says that it has not and the Board says it does not and there are no other candidates, which would also be a rarity. So I think it's safe for me to say your work the coming year. That brings us to Item 9. The most important one would have been 9a, the authorization to carry out a rights issue up to DKK 7 billion. As we have heard clearly and also from the company announcement yesterday, the Board has withdrawn this proposal because it could not retain 2/3 majority. The next item is 9b, proposal from the Board of Directors to renew the standard authorization to increase the share capital. Without preemptive right, most companies have this. It's a 1% to 10%, and they asked to have this renewed. The old one expired, I think it was last week. Let me take it that if there are any comments to these items, which are far more technical, you'll put up your hand. But if not, I take that to have been approved with 2/3 majority. And I can say with certainty that, that will be the result based on the votes already given. 9c, I'm not going to spend a lot of time on that. It is simply the provisions concerning article 5 of the Articles of Association. There are a number of authorizations that have expired. They've been given for period -- can be given for a period for up to 5 years, and they've been asked for renewal. And I mean, on the renewal work for what we had under b the 10% renewal. The other ones have been -- have expired, and the Board doesn't see any need to renew them. So they will simply be removed 9c. They will be removed these items. I think take it that, there's no problem in that. I know that there will be adopted. 9d is the proposal from the Board of Directors to authorize the Board of Directors to acquire treasury shares. In principle, this is also a standard authorization for most listed companies at the AGMs. They ask for the possibility to acquire up to 10% at the stock exchange price plus/minus 10%. And often, there's a holding [Audio Gap] saying that the company cannot hold more than a certain percentage. In most of its cases, this is also 10%, but here, there is a cover of convertible bonds of the holding of own shares of 6.7%. And this is why they have asked that the holding limit should be 15%. I also take it that, that has been duly approved, it can be adopted by a simple majority. But based on the vote received, this has been adopted with a big majority. Last one is e, the proposal from the Board of Directors to amend the remuneration policies, mainly technical. The existing policy that has been approved by the general meeting previously, they ask that a security that could be, issued can also be issued as a phantom share instead of a real share. This is technical. I know it is going to be adopted. So if there's there any questions or comments, I will conclude that it has been duly adopted. That brings us to Item 10, proposal from shareholders I said initially, shareholders must remember to submit proposal 6 weeks before the AGM, but no proposals have been received before or after the 6 weeks, so we can quickly finish item 10. That brings us to Item 11. You can have the floor if you want to. So if not -- yes, there is a gentleman there who would like to have the floor. Please come up here and please state your name.

[Interpreted] I am Steve [Adenly]. I have been a shareholder of this company for a long time. I just want to express my astonishment in relation to the share increase that you have withdrawn the proposal in full, but some have said that a smaller amount might be acceptable in order to get up to the 2/3 required majority. But it's as if now the -- it's been removed entirely. If that's the road you wish to take. Apparently, we need a new general meeting because this is not something the Board can decide. So you will need an extraordinary general meeting. So it's just -- I'm wondering why you haven't arranged for that solution to be possible in relation to that item.

[Interpreted] Okay. Other contributions, would you please approach the podium, and please introduce yourself. Anyone else requesting the floor? Otherwise, I'm likely to hand over to the Chair of the Board and then we will round off the meeting.

[Interpreted] My name is Christian [indiscernible] Smith. My great, great, great, great grandfather helped found one of the Danish banks. He was a shareholder until he died. And we all know that, that bank doesn't exist anymore. It was called Credit Bank. It's now part of a larger banking group. I was here 20 years ago, objecting to the divestment of something for which the price was DKK 13 billion. And that money had been spent after only a few months. That corresponds to half a bridge across the great build, and we were very much angry at that as shareholders at the time, but as a good friend told me, Christian, after a couple of years that Board will be replaced. All I want to tell you now today is no businesses live forever. They form part of something greater, some of them, and let's welcome that if it happens. Thank you.

[Interpreted] Are there any responses, replies, contributions from the floor? If that is not the case, I will now hand over to the Chairman of the Board.

[Interpreted] I don't really have anything to say to the last 2 presentations. It's true what I said that, we will have to convene a new extraordinary general meeting if we wish to go ahead with another proposal. There is a problem. It needs to be resolved, and it needs to be resolved constructively and together with the shareholders. I hope that when you leave this room, the headquarters of GN Store Nord you feel that you know a bit more and have a bit more understanding of what goes on in the business than before the meeting. I hope you feel that you have an executive management and a Board that understand the responsibility upon their shoulders and make a conscious effort in order to resolve the issues that exists right now and that both Board and management believe in a strong GN going forward. So thank you very much for the turn out, both in the flesh in the room and online. And I also wish to invite Jukka Pertola to come up here and say a couple of words. Jukka, you have the floor.

[Interpreted] Thank you, Per, and thank you for the trust you've shown in me. I'm humbled by this task. I'm proud to become the Chairman of GN Store Nord. This high-tech company that really has been there for 150 years. So this is a wonderful story. And I think that like all companies, you've had difficulties, but as we've seen from the annual report, there's also been good progress. So we've had a difficult year last year. The market development was not what we had hoped for, but as we heard, we have won market shares, nevertheless. And I do believe we have a very strong management, very committed Board of Directors and a wonderful portfolio. So we are in a strong position. We have challenges with our debt, as was mentioned, and we need to find a solution to that one. But I really want -- what I really want to say is just thank you for the trust, but also thank you to Per, for all your years at the top of the Board of Directors. Our language on the Board has been English. I'll change into English. So I will switch over to English now. So I would like to say a few words to our outgoing Chairman of the Board, Per Wold-Olsen. And to you Per, since you've joined the Board in 2008 as Chairman, you have led GN for 15 years that have fundamentally transformed the company, as we heard already said a couple of times here. You have all along had a clear vision for GN to be an innovation-driven company and obsessed with customer focus and commercial excellence. We have heard that many times in our Board meetings, and I think this is the right way to go also looking forward. Regardless of the current challenges from the outside environment, you have prevailed. And GN is indeed today an innovation-driven company with significant and attractive position in its markets, and there's more to come. You have spearheaded the transformation from a loss-making Danish-based hearing aid and headset company to a profitable and truly global technology company delivering innovation and commercial leadership. From time to time, it has been sailing in rough waters as we are now. And yet from time to time, withstood some rough comments also today which I actually feel they are little bit unfair. But you have never wavered in your firm belief that the strategy of building an innovation-based technology company, based on trade competencies from the hearing and the audio sides of the business would prevail. We now see that these 2 worlds do indeed converge, which will provide GN with much more opportunities to succeed in the years to come. I know that you would rather have stepped down once the waters were quieter. But with the world we are currently facing, unfortunately, that is not just around the corner as we can see. And with 15 years at the helm, you are, of course, allowed to step down. And I'm honored to pick up the token from you and look forward in continuing, working closely with the Board of Management -- with the Board and management in driving the company forward based on our highly successful strategy. So on behalf of the Board, on behalf of the company and the employees a big, big thank you Per, for all of those 15 years. Thank you.

So thank you very much, Jukka. We've had the opportunity to work together for 2 years as part of the transition. I'm confident that, this company is moving forward with a highly qualified Board with diversity, competencies and exceptional knowledge in terms of what this company is all about. And as you heard from Jukka, we're proud of the executive team that we have. We're proud of the employee base, who's working really hard every day in a challenged market, trying to create shareholder value. So good luck to, Jukka. Good luck to the Board. Good luck to executive management. And rest assured, I will follow what is happening because this is a unique company. Thank you, everyone, for joining us today. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]