Koninklijke BAM Groep nv (BAMNB) Earnings Call Transcript & Summary

Ladies and gentlemen, a warm welcome to the Annual General Shareholders Meeting of our company. It's wonderful to be able to meet each other in person again, although there are also some people following the meeting using the chat function. And of course, there's a live stream via the BAM website. Now BAM attaches great importance to safety. And with that in mind, I would ask you all please -- in an emergency, please to leave this room as calmly as possible. You will find emergency exits on the left and right-hand sides. Members of the hotel staff will then be able to accompany you to the outside as fast as possible. I'm sorry to say, we still have the coronavirus. So I'd ask you to abide by the government advice to keep 1.5 meters' distance from one another. Against the background of the coronavirus, we held last year's meeting completely online. Shareholders participated online only. And although this year, many shareholders have chosen to attend in person, there is still the possibility of taking part online instead. We hope this meets the wishes of an increasing number of investors. Shareholders who chose for virtual participation when registering have been given access to an online platform. If they logged in before 2 p.m., they will be able to cast their votes online and even ask questions on the chat function. The log-in data and other instructions are to be found on the ABN AMRO website. The shareholders present in the room today would also have had to log on by 2 p.m. using their mobile telephone or voting handset according to the instructions, in order to be able to cast their votes. We assume all the technology will work well. But as we said in the note accompanying the summons to the meeting, we can't always rule errors out. If anything does go wrong, I will, of course, inform you. But we assume that the meeting will continue even if it becomes impossible to cast votes online. If that happens, then we will vote by acclamation and record votes against and abstentions and any voting papers in the room. But we assume everything will go smoothly on the technological front. The Royal BAM Group is a Dutch company. We're therefore holding the meeting in Dutch, and this meeting can also be followed by our webcast in English or Dutch. We have got a simultaneous interpretation. [Audio Gap] this company and this meeting is therefore held in the Dutch language. Non-Dutch participants to this meeting can listen to the English translation of what's being said in this meeting. I'd also like to extend a warm welcome to representatives of the Central Works Council and the BAM Group and [ their ] Share Management Group. Also very welcome are Mr. van Eimeren, signing partner from EY, the external auditors who has monitored our annual financial statements for 2021, and who will be introducing to you to his auditing work in a moment. Also, Mr. Schoonbrood, our Notary, who will be supervising the voting at today's meeting. As you see, all members of the Supervisory Board and Executive Board are with us today. Also with us today, we have 2 other members of the Executive Committee, which has existed since the 1st of January last. In addition to the 2 members of the Executive Board, we have Mr. Nelis and Mr. Wilkinson, who are present as COO of the Netherlands division and the U.K. and Ireland division, respectively. This meeting was convened by an announcement on the website of the company on the 1st of March 2022. At the same time, the annual report for 2021, the annotated agenda and other documents were published on the company website. As is now normal, the documents were all in English. That applies also to the slides that you'll be seeing in presentations at today's meeting. But as I say, the rest of the meeting will be held in Dutch. In the notice convening the meeting, you were informed that the registration deadline was Wednesday the 16th of March, 6 p.m. You were also informed how you could attend the meeting and how shareholders could issue proxy votes, if they wished. The notice also informed you that shareholders could submit questions in writing up to the 6th of April. These questions and answers have now been published already on the BAM website and will be included in the minutes of today's meeting. During the meeting, not only shareholders will be able to ask questions today, but also -- not only shareholders in the room will be able to ask questions, but also shareholders online, they will be able to ask questions via the chat function. I'll make this possible at each agenda item, so that questions can be submitted for each agenda item separately, and we will therefore answer such questions after we've heard from shareholders in the room. Could I call upon one and all please, to restrict yourselves to at least 3 questions per agenda item. We will do our best to answer all questions. Any questions which can't be answered or given on the spot will have to be dealt with when we come to any other business, but issues that have been dealt with already will not be addressed a second time in the meeting. The answers to questions which cannot be answered for any reason during the meeting will receive a reply as quickly as possible on the company website. Now just like last year, we will not be voting at the end of each agenda item. Instead, we will have voting available all the way through the whole meeting and voting will close after agenda Item 10. That means that you can vote on each agenda item separately, but you can cast your vote at any time you wish during the meeting. Shortly after the meeting finishes, the Notary will inform us of the voting results. I conclude that the legal and statutory requirements for convening this meeting have been met. According to Article 27 Section 1 and 2 of the Articles of Association, I nominate Mr. Beckers, General Counsel and Company Secretary, as secretary of the meeting. He will be taking the minutes of today's meeting. In the interest of the meeting minutes, I will -- there will also be a audio recording of the meeting. I'll now turn you to the number of shareholders present, but we haven't actually got the figures yet. So we'll come on to that in due course. It's certainly very nice that so many of you have chosen to attend the meeting in person. So we'll start then with agenda Item 2, report of the Supervisory Board on the financial year 2021. For any shareholders who wish to ask questions online regarding the 3 items under agenda Item 2, please go ahead and do so. Your name will be visible. But if you represent an organization, we would ask you please to state which organization you represent when asking your question. We'll now move on to agenda Item 2A, general report. You can find the Supervisory Board's report on Page 66 of the annual report. This report sets out, among other things, the Supervisory Board's work, the committees on the Supervisory Board and also the membership of the Supervisory Board and Executive Board. Any questions on this? Any questions on the chat? I can see somebody moving, I'm not sure whether someone is signaling to me. No questions. Okay. We, therefore, take it to that the report was fully clear and has led to no misunderstandings or questions. I, therefore, note that you have noted the Supervisory Board's report, and we can move on to the next agenda Item, 2B. Application of the remuneration policy for the Executive Board regarding 2021. Present and -- this is going back to the previous agenda item. Present in person or represented at today's meeting entitled to vote is 1,089. Total number of shares entitled to vote 92,128,098. The percentage of all voting capital represented today is 33.71%. That's a nice high turnout, I think. Thank you. So coming back then to agenda Item 2B. The application of the remuneration policy for the Supervisory Board in 2021. The application of the remuneration policy of the Executive Board is a separate item on the agenda. So if you have any questions on that, we will be discussing it at today's meeting. Regarding this application, shareholders can cast a nonbinding vote in accordance with the requirement set out in the relevant shareholders' guidelines. Proposals to change the Executive Board remuneration policy will be dealt with later today under Agenda Item 7. The specification of the remuneration policy is set out in Article 2 2:135a Section 6 of the Civil Code, and this can be found in the notes on the balance sheet as set out in the annual report. An elucidation of how this remuneration policy is carried out for the Executive Board in 2021 is to be found in the remuneration report on Page 76 and following of the annual report. For the sake of completeness, I point out here that we had a recent change in the remuneration policy, and that was in the April 2021 meeting. Since then, the long-term incentive for the executive board has had the target return on capital employed replaced by the target adjusted EBITDA. Here the GSR circuit breaker and the vesting cap have both been dropped for the long-term incentive for the Executive Board. And now I will open the floor for any shareholders present to put a question. Mrs. Koopmans, Chair of the Remuneration Committee, is also here to deal with any questions. Are there any questions on this item? Any questions come in on the chat? No? Then I conclude that there are no further questions or comments. I can now ask you please to cast your vote on the application of the remuneration policy for the Executive Board in 2021, as set out in the remuneration report 2021. For the sake of completeness, I would point out that this is a consultative vote. As I said earlier, the meeting will keep all voting on all agenda items open throughout, up to an including agenda Item 10 and the precise wording of the voting points will be set out in the annotated agenda. The voting will close after agenda Item 10 and then the notaries will tell you the results. Now agenda Item 2C, remuneration policy of the Supervisory Board in 2021. The application of the remuneration policy of the Supervisory Board is also on the agenda as a separate item to be discussed at the -- to be explained to and discussed at the annual general meeting of shareholders. Regarding this, shareholders will be able to cast an advisory vote in accordance with the requirements of the relevant shareholder guideline. A specification of remuneration within the meaning of Article 1 -- Article 2:135a Section 6 of the Civil Code is to be found in the annotated balance sheet as set out in the annual report. And explanation of how the Supervisory Board remuneration policy was carried out in 2021 is set out in the remuneration report, which you can find on Page 79 and following of the annual report. For the sake of completeness, I will point out again that the policy was reviewed in April 2020 and has not been revised or changed in any way since. Here again, the shareholders present will be able to ask questions at this point. And Mrs. Koopmans is still here to answer any questions you may have. Any questions on this issue? Any questions come in on the chat? No. Then I conclude there are no further questions or comments. And I'd now like to go on to vote on the application of the remuneration policy of the Supervisory Board regarding 2021, as set out in the remuneration report. For the sake of completeness, I point out, once again, this is an advisory vote. Now we come on to agenda Item 3, report of the Executive Board for the financial year 2021. Shareholders already logged in are now invited to submit their questions at this stage. For the Executive Board report, I will refer you to the Annual Report 2021, and I'll now give the floor to Ruud Joosten, Chair of the Executive Board, who will run you through the events of the last year in greater detail. Ruud, the floor is yours.

So now I am allowed to walk around this year, much more relaxed. So a very warm welcome from me as well, this a beautiful spring day. Thank you for taking the trouble to come and join us in this room on a sunny day. I'd like to thank you once again for voting to nominate me to this highly honorable position. I feel very honored to work for this wonderful company, Royal BAM. I'd like to run you through the 2021 results and give you a quick view of this year, [ show you ] how we see things working out. Here on this slide, you get an overview of all the key points in 2021 to see how well we've done. Well, you can see net sale, you can see revenue, EUR 7,135. You can see with these very difficult market circumstances. However, we have got a good performance, particularly in our growth regions, U.K. and Ireland. EBITDA is EUR 278.4 million. This is actually an operational way of showing how the company is doing. And you can see it was EUR 200 million last year. And this year, it was 3.8% of revenue. Last year before it was 2.9%. Net cash, still a very strong position for our group, EUR 1.2 billion. That's a very good sign of management in the company, and the order book of EUR 13.2 billion. This, I think, says something about how healthy the company is. Good market situation and EUR 13 billion backlog of orders on the book. So that really is a number of key performance indicators summing up performance over 2021. So what's actually happened in the course of 2021? Well, a great deal, to be honest, has happened in BAM. On the 17th of February 2021, we launched a new strategy to the whole world, all and sundry who's interested. And here, there's a number of very firm measures adopted to make the company more stable, more profitable, more predictable and to establish a platform for future growth. So in 2021, this review was most [ due ] focused on what we call derisking, reducing the quantity of risk for everyone who's connected with BAM. And you can see a number of examples here on the slide. For example, a very important decision, we would no longer tender for highly risky large-scale projects. We had EUR 150 million single-stage. So the risks were really excessive, too many risks there for BAM to handle. We're not going to do that anymore. In addition, we divested a number of companies. These are the ones that we thought they weren't going to grow in future. They were too small, and they've had poor performance in the long term or in the past. These are operating companies in Belgium and Germany. In addition, we carried on the wind-down of the BAM International. All these activities were intended to make the company more stable and more future-proof. We also carried out an acquisition to both of them on a small scale, but it's just to show you that we are thinking of long-term growth for this exited company. [ Out ] industry [ stem ] provides timber for building is part of our strategy of building wood-based houses and having factory-based systems for the future. So once again, very active in 2021 heading for further growth. Then, we also address our balance sheet positions, we repaid the RCF facility and our convertible bond. We paid off, that was in summer 2021, EUR 120 million. And even part of our Dutch Government support, we managed to repay earlier than expected, that was EUR 115 million. So we've really done a great deal of paying off debts and de-risking our balance sheet. In addition to that, solvency has also gone up. On this slide, you can see an overview of what the strategy currently is. As we said, in late February 2021, and the 3 main pillars are: Firstly, as I said a moment ago, making the difference between the market value we want to grow into the future, U.K. and Ireland and the Netherlands. And then some other markets such as Belgium and Germany, we are withdrawing from or divesting from. Second pillar is this question of is looking very carefully at our project portfolios, look, choosing perhaps smaller scale, more profitable projects where we can get really added value. And next, operational excellence, how we can implement projects in a really efficient manner. Then the right-hand side, the third column, how can we grow in future. We're particularly looking at life cycle solutions. So being involved with the cloud for a longer time and having a more processed-based approach to our work. And all of this falls under the umbrella of the sustainable tomorrow strategy. We are convinced that BAM must develop its activities under this sustainability umbrella. Now for many years now, BAM has been top of the class in sustainability issues in the Dutch construction market. Cobouw said that we have the most sustainable builders in the Netherlands. We've been doing well at international level as well, if you look at the global list of companies which are at the forefront of sustainability progress. And we want to continue building on that basis. So we're going to be investing in that. That's how we view our future. So what should be the result of all this? Well, that's the green box on the slide towards the bottom. We think that after all these divestments -- or at least we thought on the 17th of February -- that this would yield about EUR 5.5 billion revenue by the end of this year. It might be a bit more actually, but something around that -- it might be EUR 6 billion. That's the revised view this point a year later, but we've got to look at 5% profitability. Return on investment, 10% -- minimum 10% and working capital at least lower than 10%. That says a lot about the efficiency with which we run the company. Solvency, now that's very important for building, too low at the moment. We had some growth last year at 14.5%, but it's still below 20%, and we want to head in that direction as quickly as possible. But we haven't only got financial targets. We've also got more and more sustainability targets and also safety. What you can see here, the incident frequency rate must be less than 3.5. And also on this list, that of the CPD list, we want to stay on the A list, really highly reputable companies that meet the requirements. And a target we set earlier, which you probably will hear about more today, is CO2 reduction by 50% by 2030. Now this is, I think, a nice midway picture of what's happening, to show ourselves and also the outside world where we stand after a year. This is 3-year period of implementing the strategy, and this is an overview of the first year thereof. And you can see, on the left-hand side you can see the target. I said earlier in the -- the targets are on the left-hand side, 2021 the right-hand column, you can see also the actual figure. Okay, 5% target for EBITDA, we're at 3.8%. So we're on target to come out at 5% in 2023. All the way down the list, you can see that, the reality of the left-hand figures and the targets for next year in the right-hand column. And our conclusion is that we are making satisfactory progress, the Executive Board, how should I put it, is reassured about progress, and we think that our strategy will enable us to achieve our targets as set out on the list. Good progress everywhere. Still a lot of work to be done, but we've still got 2 years to go. So we have every confidence that we will be able to fulfill the targets for all these key performance indicators. Now looking ahead a bit, you can see a wonderful picture of an electric machine. This is an asphalt spreader, it's completely electric. Now this is real innovation. These are developments which we want to, and we have got to, develop with our suppliers, and we are at the forefront of this progress. The rest of the world is not -- has not got this fired. We really are first on earth to get a machine of this kind. They are very energy-hungry machines. You have an awful lot of technology required to make them electric. So we really are proud of this asphalt spreading paver. We are #1 in the world. Looking further into the future, once again, looking at all our fleet of vehicles and machines, we want to look at what we've got on the order book. That's important, too. This says something also about our revenue this year and next. So I already said EUR 13.2 billion. And here, you can see a breakdown country-by-country. I won't go into all the details now, but you can see some positive trends in the market, which are helping us. There's a housing shortage in the Netherlands, for example. And BAM, of course, can play an important role in addressing that. And we think we can take an even -- play an even greater part in building homes for the Dutch, but also a lot of investment in the U.K., particularly infrastructure. We are getting regular reports of big streams of infrastructure investment in the U.K. including energy matters, very much a hot topic at the moment, of course. And here again, BAM is really a major player, and it's one of our growth markets. So there's some points of very good news where we feel very confident that we can achieve revenue. On the other hand, of course, everything is changing in the world around us, and there's a number of threats. Does that mean for goodness sake, who would ever have thought that after all the COVID business, we then find ourselves facing a war on European territory? It's horrific for the people involved in it, of course, but it also has an impact for us on the costs of steel and timber and so on. So this has an impact on our performance. Sometimes, we actually can't start work because the materials aren't available or are not available yet, and that leads to market uncertainty. Now you understand that for some people, that might be a reason to see people postpone a project if the costs shoot up too fast, people might decide whether they actually want to go ahead and get this building built or whatever. That is certainly happening. We can see a deal of hesitation with some tenders for clients, and people are unhappy about the rapid increase in prices. Underlying all that, as I said, there are positive trends regarding homebuilding in the Netherlands, and as I said, particularly infrastructure in the U.K. So I think I'm getting through it at a good speed. I don't want to take up too much time. So the outlook for 2022, well, we are on track. So the key performance indicators that I was talking about last year are on track. So we are quite happy that we will meet our targets. Generally speaking, market circumstances underlying are generally positive. But of course, there's also a number of debates on supply chain, which I need to be mentioned at least. All in all, though, we've said after the full year figures came out, the figures that we presented last February, we think that this year, again, we will see a further improvement in EBITDA and the operating result, if expressed as a percentage. And that brings me to the end of this agenda item. Chairman, thank you.

Thank you, Mr. Joosten, for your comments. And I would now open the floor for questions from the room. Yes, please go ahead. Yes please.

As promised, 3 topics I would like to address. Is the microphone functioning? It wasn't, says the speaker. Now it is, yes, I can hear it. All of a sudden, this sounds different. Now I'm speaking. My name is Hank Rinks. And as you announced or I announced rather, there are 3 topics I would like to highlight. The first topic is why it's necessary to keep the Netherlands and the U.K. together in this company, Germany and Belgium apparently could be missed without any problems. Apparently, there were no synergy benefits. Now can you please explain us properly why the U.K. and the Netherlands need to remain together within BAM? Why they can't move in 2 different directions? What do they mean to each other? What [ would it ] benefit? I've never heard about this from BAM. So I'm asking for this, and I think it is appropriate to take a serious look at this. And then my second point and the [ skeleton ] construction in timber. Yesterday, I visited Heijmans, a competitor, and they are also working [ wood ]. They also purchased a company, and their intention is to move to 1,000 wooden skeleton houses in the Netherlands within a year. BAM is working on this as well. Apparently, the benefit is that it's CO2-neutral and the trees that were used first captured CO2, and cement that you make doesn't do that. So concrete houses don't achieve those targets. So my question is the following, what's your target? How many of these timber frame houses would you like to build within a couple of years? Do you think that Dutch customers would accept this wooden house instead of a concrete house? And something I noticed in the Heijmans houses; they are camouflaged with strip resembling brick houses from the outside. Well, you should do things properly and give them a wooden facade. Would you do that to make proper wooden housing that looks like wooden housing? And what do you think about the future of concrete houses? What is still achievable? Is it possible to create them in a properly CO2-neutral way and in a sustainable way? Could you give some more comments, in other words, on the intentions of BAM: the plans, what do you think should happen? And then I have a last question. As I promised 3 points, and the third point I want to address is the carrying of the increase in prices. Now this is essential. We're used to minimum increases in prices, but now the world is a different place. So what about contracts that are running? Can you change things? Do you have any clauses? Or would it be maybe carried over to us in terms of the benefits we receive? What about new contracts? Mr. Joosten said that all of a sudden customers may be more reluctant when a contract doesn't cost EUR 10 million, but EUR 12 million, and they didn't count on this. And all of a sudden, they may wait. Is that taking serious dimensions, this delayed behavior? And then something else in this light: probably the wages are going to increase in the future, what are the unions demanding? They probably would like to see a rise given the currently reported inflation levels. What arrangements do you have with them? It's not only about raw material. I think that increases in wages for a company that is quite labor-intensive in the construction industry may become a worse factor than timber increasing in price. Very well. That concludes the 3 topics I would like to highlight today.

I'll give Mr. Joosten the floor.

Yes. Thank you very much for those questions, Mr. Rinks. First of all, your first question, the new setup with the U.K., Ireland and the Netherlands. Well, we looked very carefully at our strategy to see what would be a good successful long-term platform for BAM. And we decided to opt for the 2 big units, the Irish probably don't like me saying this, but I'm counting Ireland as all part of the bundle with the U.K. And these are 2 very big market positions alongside the Netherlands, around EUR 3 billion, very robust organizations with a strong market position above all, and we didn't have anything like that in Belgium and Germany. And as we see it, the market conditions are much more difficult in those countries. It's difficult for them to be successful in Belgium and Germany. So that, together with the trend I mentioned earlier, our market trends, housing shortage in the Netherlands, large infrastructures in the U.K. infrastructure market, this has led us to opt for a growth platform based on the U.K., Ireland and the Netherlands. Now there's a lot of synergy between these 2 big organizations. They've both got robust market positions. They're strong players. They've got their own great strength, sustainability being an example. And if we look to the future, and we can combine those companies and learn from each other, I think we can do much better than if we keep them separate from one another. So all this put together has led us to opt for this setup. On the 1st of January, we decided to have a company with 2 divisions, but an executive committee with all 4 of us as we are here today, all working hand in glove and communicating all the time.

So you really see added value to staying together and moving together?

Yes, certainly. Certainly. Look, a large company like BAM, it's very much a large company, if you can get better talents in, if you can introduce new things more swiftly, sustainability being one. And if you can exchange know-how, well, I'd say that in both -- and each country has its own specific strengths and know-how.

And is that really happening? Do you actually see people from the U.K. and the Netherlands [ counting ] each other at the lower level and acting together?

Oh yes, most certainly. Most certainly. I think we've got a lot of opportunities, but it's not that -- this is all a new thing. Obviously, we've had lots and lots of contracts in the past, and we have the old business line structure. But I can see real opportunities for strengthening communication, yes. Next your second question, the timber frame construction. Well, now we said in the past that we see a real future in replacing concrete with wood in domestic building, particularly the processes in which we build a great many of our houses in the Netherlands. So against that background, I would confirm, yes, that it is our strategy to move in that direction and sustainability is one reason for that. So we are working on progress here. We're currently investing in the company -- in the factory. We're enlarging it and modernizing it, and that will enable us to increase the number of timber frame houses we'll be building in the future. I'm not going to tell you actual figures, but we're talking about thousands in the coming years. That's how many timber frame houses can come out of that factory. So we can see a real trend in the Netherlands. Some people prefer concrete, others prefer wood only. We have a two-pronged strategy. We can see some opportunities for making concrete more sustainable, but this acquisition is particularly based on timber.

But do you think that it's possible to become CO2-neutral using concrete? I asked that question yesterday, but it proved quite uncertain whether it's possible, while with timber frame houses, it can be done immediately.

Well, yes, that's exactly why we are investing in this technology is -- I can't speak on behalf of the concrete industry, but there's certainly progress there.

But you won't end up at 0%, I think.

Well, I'm sure you understand that I'm not going to speak on that subject, but we've opted for this strategy as things stand. Your third question was prices rising, inflation, well, we are very, very aware of this, as I'm sure you understand. In the longer-term projects, indexation is being included in them. So we won't be caught unawares by this very high rate of inflation which is now arising. Short-term contracts, of course, have much less risk because we simply take all the costs on board in one go when we sign the contract. We are very rigorous in this. We've attuned our policy in all parts of the company, but to be quite honest, well, of course, yes, sometimes, our customers might suffer a little as a result of these large projects because the costs of the project might shoot up. We, therefore, have been transparent towards our customers on this. And then it is up to them to decide whether or not they wish to proceed with the tender.

Are we losing revenues because they're becoming reluctant?

Losing revenues, well, we're already involved in a very large number of very large projects. And in some of them, we can see that we're having intensive talks and people are saying, look, prices really are shooting up in the U.K. and the Netherlands.

And can you say something about the influence of wage increases on our cost base and forecasts?

Well, yes, that's a whole different ball game. Now we are subject to agreements we've entered into with the trade unions. So that is all covered for this year in the Netherlands, but there's all kinds of things happening out there. There's a shortage of staff in some companies. And at the same time, we've got talks about inflation, as I said, there are some macroeconomic trends. So I would have difficulty, how shall I say, to go further this year.

But can't you say what kind of increase percentage has been agreed with the unions? I don't think that's secret information. I just don't know.

Well, this year only talk about the Netherlands. Yes.

It would be interesting to know that indeed. But if you can't share the figures, Mr. Joosten?

Yes, Mr. Rinks. Good afternoon. Good afternoon, everybody. Perhaps it will be worth bearing in mind that we are talking to 5 separate trade unions. So each one has negotiations leading to different outcomes. So we can't give a one size fits all figure, but it's an important topic.

Well, I would like to have an impression of how bad things are, whether we are expecting a larger wage increase than in the previous years. I fear that's the case, and that will make a difference for profit as well. If you have a 2% additional wage increase with work already accepted, that will have a heavy effect on the costs. And I think there will be negotiations soon.

No, but the January pay rise -- this is the Netherlands I'm talking about -- was duly agreed on, and the company included it in the target set out on the presentation you saw a moment ago. So I think that inflation, which is partly due to a European war, that's a new trend. And that's why we aren't mentioning it so explicitly.

So it's not the case that unions are already launching additional demands?

I don't know what the future negotiations are going to be like, of course. I simply say this is arising from an earlier agreement, which is implemented this year. Thank you, Mr. Rinks. Next one, please.

My name is [ Egon Iniber ] speaking on behalf of the VBDO, the association for investors in sustainable development. We visit these AGMs and have been for 10 years or so, and we always raise questions after analysis of the annual report. And this from the point of view of sustainability. In our definition, sustainability has 3 sides, the environment, people and governance. And I will have questions about all 3 aspects. To start, the environmental side, and I would like to address biodiversity as a topic that hasn't been discussed in the presentation. We do see that this can be a major threat; that is, the developments in the field of the environment and in the field of people. In the annual report, we see that mainly in the U.K., a lot of work is being done with the BNG, which is the biodiversity net gain assessment. This is an instrument that's in use within BAM, and BAM is not quite clear about the accuracy of the standard, the reliability, the actual application of the method. They don't explain either whether this is only applies in terms of influence on their own sites or also on client sites. Still, we think it's a wonderful development that you're actually using this method, and we would like to see you applying it more frequently. And this is why our question is whether in next year's annual report, you can report through with greater detail on the input, the output and the results of the assessments? And also whether you can report on the number of projects where BNG has been part of the tender documentations to clients? Could this maybe include a target in the new strategic plan that will be adopted under the heading sustainability? Then I move to the second question, and this is about labor conditions in the chain in Europe. Recently, new due diligence legislation was adopted, which demands from companies to identify risks for human rights in the chain and also to remedy them. [ BAMNB ] is extremely open in the reporting on its own status of health and security. This also was part of its presentation. But if you look at the further supply chain, this is less clear. We would like to see this highlighted better in a future annual report. We would like to know what BAM is doing with this legislation? Is BAM aware of it? Is BAM acting on this legislation? And how will BAM carry out such assessments and what will the outcomes be? And I have a follow-up question. In previous years, the assessment of suppliers from the point of view of human rights has been an issue, and we already raised a question whether BAM can be open in reporting about this in the annual report and the number of reports on suppliers from the point of view of human rights and about the way BAM deals with information about following or observance or non-observance of human right norms? And then a last question, which is about the percentage of women. I'm very happy to see 2 women behind the table, but it's not quite even. And when looking at the annual report, we see that the percentage of women was at 17% last year, 2 years ago. It now grew to 19% in last year. And I wonder whether you have any KPIs for this? I would like to know also what BAM is doing to achieve a higher percentage? Those are the questions I would like to raise.

Thank you very much. Ruud?

Yes. Your first question then, biodiversity legislation, we're expected to come through on that front from the EU. Now of course, we're keeping a close eye on developments. The legislation isn't there yet. It's still going through the pipeline. Member states are being given a chance to express their opinions and that is passed back to Brussels and then legislation will come through and be binding on the member states. We are keeping a close eye on developments, and we're thinking about how we can incorporate this into our own reporting. Perhaps what's most important here is we are updating our sustainability strategy. We've been reporting on this a great deal in our integrated report, but speaking as management, we think it's important to add a number of elements of this kind. We think it's important that, of course, there's a lot of talk about cutting CO2 emissions, and that's right. But biodiversity is also very important because without biodiversity, maybe the whole thing is pointless or any rate, it isn't relevant to look only at CO2. You've got to look at both. And in tenders, particularly in the U.K., this is a question that's increasingly frequently asked. And the U.K. is perhaps a good example of the synergy between the 2 units. The U.K. is rather at the front of this kind of issue. So it's easy to imagine that in our new sustainability strategy, we might come to this issue separately and talk about targets for the company as a whole. This is certainly a topic which is very much in flux at the moment. We are measuring this. How does it work? Are customers interested in it? We think it's a very important part of the sustainability agenda. So watch this space.

I would like to see more.

Yes, indeed. Now working conditions in the chain, well, we're certainly not any simpler for BAM, although it's easier to keep an overview now that we're focusing on the U.K., Ireland and the Netherlands, and these are countries where working conditions are comparatively good, and the rules are largely abided by. So that's, I think, a positive move, relatively speaking. In addition, we've got a fully fleshed out code of conduct, which is very much based on human rights. So we can see how human rights are addressed in our purchases and in our tenders. So in addition, we carry out assessments on our suppliers, and rest assured that we will step those up and carry on with them. All these things together should mean that we will be fully on track on the human rights front.

Great to hear this. Could we have some more reporting on this assessment of suppliers in the future?

Yes. We are looking at that little by little. We'll see how we can move forward on that in due course. Then your last question was diversity, you're particularly focused on the number of men and women. Well, the management takes the view that there's certainly not an even balance of men and women in the construction sector, very far from it, particularly BAM. But we have to look further into this, and this whole issue is -- well, it's increasingly being looked at as diversity and inclusion. It's not just about men and women, it's about diversity in general terms. How can BAM be a company where everyone can feel at home and where everyone can make a contribution? And well, we want to put some figures on this. You want to have a more data-based approach because otherwise, it's finger in the wind stuff and we rely on individual anecdotes. So last year, in fact, there was a British company, which again is at the forefront of this. We asked them to carry out an assessment of BAM and to look at the actual facts. The statistics and the conversations that arise from that, we're asking them to set us targets for BAM as a whole. I'm proud of that. So it's not -- diversity and inclusion doesn't only mean men and women, but it means coming up, working towards a strategy of real inclusion. Once you've got inclusion sorted out, I think diversity is easier to get going.

My name is Costa. Mr. Chairman, sustainability is a really fashionable word and you said you're going to report more about this. But then my question is, what is sustainable? I still remember the time when in the past, the construction was mainly done in concrete because it was less hazardous from the point of view of fire. And I think that using more timber increases the fire risk. Taking stock of all that, I started some plastic window frames 50 years ago, and many people said it would be polluting and the neighbors wanted to have wooden frames. They were renewed since then, and they have been painted several times. If you include the repeated painting, if you will take stock of everything that's needed, you see that, that sustainable has become of a magical word today, and it's really on top of all agendas. But I think you need to count twice and the same applies to the construction. We have the problem of nitrogen. And if you have greater amounts of nitrogen in nature, you have a greener nature that can absorb in more CO2 well, and then you have the fact that some of the fuels are not being [ mode ] anywhere, that is not a compensation. You have so many problems that are attributed to nature, to sustainability, but people have to know what they're doing. Look at Scandinavia, this is -- it has lots of wooden houses, but they are painted in copper. I don't think we want to see that in the Netherlands. So I'm not sure about the sustainability of timber construction. Although I'm not against it, I have some doubts.

Would you come on to your question, please? A question.

I wanted to make a remark, and I would like to have your reply to this. Thank you.

Thank you very much. Well, I think you very clearly set out how very complicated the whole sustainability issue is. There's no panacea. I fully agree with what you said, and I'm looking at the issue in terms of the complexity of our industry and how we should proceed. And really thinking through about the use of raw materials in the long term, well, we've decided particularly to focus on timber in homebuilding in the Netherlands, we think there's a real CO2 improvement there. But then, of course, the question is, how do you go about doing it? And what about fire safety, because if we can't find an answer to that, we mustn't proceed, but we think we'll find an answer. But yes, indeed, it's worth giving this further thought but at some other time. We have to wait to see what fruits will be achievable there. So I think that's -- I would simply say yes in response to what you said. It's a very complex issue. There is no simple solution. We don't think that we've got a magic formula, but we can certainly make a lot of progress, particularly when it comes to cutting CO2 emissions. Nitrogen, exactly the same thing. Nitrogen is a very complex issue, particularly in the Netherlands. The government has actually got a minister to deal with nitrogen, and that goes to show that the government acknowledges it's a very complex and difficult issue. So there's all kinds of different facets to this issue. I'm not going to answer the question, because I'm simply responding to what you said.

Yes. And I don't think you were trying to give the impression that sustainability didn't matter for the planet because on this side of the table, certainly, we are very much convinced that we have a real responsibility towards future generations when it comes to sustainability. And we do have the feeling that BAM is in a very strong position on this front, partly because we started at a very early stage, and partly because we are of a scale whereby we can take this kind of initiative and adopt a leadership role. Next question, please.

I have 3 brief questions. You said that Belgium and Germany have been divested. Well, 2, 2.5 years ago, another manager indicated that Germany was not performing well, then management was changed, and I could imagine that if things are still not working well and you still divest, if you sell a business unit before it's an order, you may not get the full price. Could you please respond to that question? Have you succeeded despite the fact that you failed to get things in order in Germany and Belgium and despite the new management to have a fair price? This is the first question. And then secondly, 2.5 years ago, the previous CEO also spoke about risk mitigation and the carefulness with major risk-bearing projects. You indicated that you have EUR 13.2 billion order book. Now in your view, looking at that order book, do you think you still have some, all the projects that you wouldn't vouch for, some chunks you'd rather not have in the order book? To which extent can we have new locks or new dams with great problems or -- and last question what about the remaining risk for the Dutch closure dam? Do you think there are any kind of disappointments to be expected? Have this risk been mitigated? Are you involved in constructive talks with the clients to mention this?

Your name, please?

My name is Dewald. I'm a retail shareholder.

Thank you very much. All shareholders are welcome. Yes, thank you for your questions. Now some of it in fact you answered yourself, I'm pleased to say, and that's very good. Well, regarding divestments, we are still fully involved in that process. We've announced a number of divestments in the past year and indeed the first quarter of this year. So a number of divestments haven't yet been fully rounded off, haven't been done yet. So we haven't reached the end of the story. Regarding divestments and pricing, well, yes, there's a lot of governance coming into play. They are the people at this table, the Supervisory Board members have to look at the pricing to see whether it's fair, to see whether it reflects the value of the company we're selling, and that is all part of the divestment activity. And before the transactions take place, it's possible for the Board to examine the valuation and see if it works. I think that's a mechanism that operates very well. Your second question, the backlog, EUR 13.2 billion, how risky is that and are things keeping us awake on that front? Well, yes, of course. Construction is a business where you always have some less good projects and some very good projects. What we can see is that the number of high-risk projects on the list is heading downwards, and that's just statistics. If you don't launch any new large-scale projects then automatically, the number of large-scale projects on the books will gradually reduce as we work our way through those large projects. That is already happening. Now it's not going to happen in a single year because some projects are 5, 6, 7, 8 years long, but it is going to happen. And step by step we are working our way through the order books, and we will come up with an order book with an acceptable level of risk for a company like BAM. And that then brings us neatly on to the -- in closing dam because there are some good constructive talks underway with the client. I'm very pleased with that. Now of course, some -- I'm not going to say anything about that because it might endanger the negotiations. We're making good progress on this project. And I think that's all I want to say on that matter. And the question will there be new sea locks or in closing dams, I would say no. Thank you. Next question, please.

My name is Kase Samson. I'm speaking on my behalf. I only have 1 question. The targets, 2023, 5% EBITDA means that [ back ] is on track. But the net result, which is the basis for calculating dividend, is unclear. I don't see your target, and it's been extremely slim for many years. In other words, can I ask you to give us a target?

Yes. Thank you for your question. Yes, indeed. We do look at adjusted EBITDA and -- when considering our market position. And yes, getting from that to net result, that is indeed a weak point. We saw that also in 2021, and it's really because of depreciations at property sales. And last year, well, there were changes to legislation in the Netherlands and the U.K., significant write-downs as a result of that. And then, of course, there's the companies that we've sold. So there's a number of nonrecurring impacts, which has led the net to -- put the net result under pressure. We want this EBITDA to -- working through as smoothly as possible to the net result in the future. I can't put figures on that there. But yes, please, rest assured, it is a topic that takes our attention.

So we can expect such a target for the net result in the near future?

No, we're not going to make statements on that. You point out that it has been disappointing in the past, we recognize that on this side of the table we're working on it. And here, of course, the question on dividends. Yes, we are also aware of that.

Next question, please.

Good afternoon. My name is [ Alexander von de Graff ], I'm a retail shareholder. About write-downs, I also have a question to Mr. den Houter. BAM has been presenting a regular setbacks over the past years and we've been often negatively surprised with the write-downs or depreciations. And the impression is that some other bad news may be waiting. Has Mr. Joosten mentioned this of source, but really address this. But now I as a shareholder would like to know what should we still expect and when? Can you say a bit more about this? Should we really brace ourselves or are things not that bad? Then a second question, question to Mr. Joosten. This is about cybersecurity. The threats of cybercrime are increasing rapidly. Cyberattacks are becoming an ever growing operational and financial risk, and it leads to great misery among victims. Does BAM have sufficient attention for cybersecurity across the board? Does BAM have cybersecurity in order? And then a third question, this is about dividend. Also a question addressed to Mr. Joosten. When does BAM expect to resume payment of dividends? And will that be reliable in the future? A share that pays out a reliable dividend is more attractive to investors than the stock that pays irregular or no dividend. And if this year will be profitable, would BAM expect to pay out a limited dividend for 2022 or at what time frame do you think it's possible? And then I have a fourth brief question.

Only 3. Only 3, and we'll have a second round when you can ask again. Frans, please?

Yes. Your first question first then, write-downs. Yes, well as -- what Mr. Joosten was talking about was write-downs on projects. We were talking about this. We have been derisking in recent years and we're keeping our portfolio under control. And of course, it is a degree of volatility always there in a project-based organization, but we're not expecting any large-scale write-downs in future. Then going from EBITDA to bottom line, I said in response to the previous question that there are some changes to legislation in 2021, and we are committed to making sure that we will no longer allow the net result to be impacted by one-off write-downs in past. Of course, there can be things that change in the property portfolio that can lead to some write-downs. Then I'd point out that's the fact of the companies we are still in the process of selling off, that will have an impact as well. Yes. I suggest Mr. van Eimeren will be telling us more about that in the future. I'm sure he has been looking at it. Your second question, I think, was for Mr. Joosten, cybersecurity.

Well, yes, Chairman, I'm not sure why the question [ we should ], but I'll answer it. Now yes, indeed, everyone at this table is very aware of this very topical question that you've raised. Now I would say -- we look repeatedly into this issue in the executive committee, but also the audit committee and the full Board, because this is a very important topic. We have an approach in BAM. I don't want to tell you about it because I'd rather be letting people into the secrets of how we go about doing it. But it's a good point to mention, and it really does have our full attention at every level. Dividend, I'd like to leave that to the Chairman to respond to because, well, the Supervisory Board have a significant responsibility for dividend.

Yes. Well, firstly, I'd like to point out that we've had -- we managed to avoid significant dilution this year. We're very pleased that 125 million shares were repurchased, which meant there's been no dilution, which would -- that has directly improved your position in BAM. Of course, we will pay a dividend as soon as we can, but we think the solvency is even more important. We've all seen them, in COVID, 2020, in particular, we could see that solvency was our Achilles Heel or was about to become it. Despite a very well and comfortable cash position in BAM, it still appeared that our solvency was going to come under increasing pressure. Now I'm pleased to say we've been able to respond to that, but we've learnt our lesson from it. There's nothing I'd like more than to pay you all a dividend this year, but we decided it was more important to bolster our solvency first, and as Mr. Joosten was saying in his presentation. Next question, please.

My name is [ Den Houden ]. I'm speaking on behalf of the VEB Shareholders' Association. I have the following questions. Large part of the BAM results for 2021 and also 2020 was related to residential construction in the Netherlands. However, the availability of new sites for residential construction in Netherlands is becoming more and more difficult, and the land position of BAM also decreased over the past year. So how much potential is left? And for how long can you maintain such great results for residential construction in the Netherlands? Then the second question, this is about your ambitions vis-a-vis innovation and industrialization. In the light of the solvency position, does BAM have sufficient scope for investment in industrialization and electrification? And what consequences would the fact have that a competitor such as Van Wijnen has attracted a shareholder with very deep pockets? And now a third question, in the joint venture, also the asphalt companies were involved and they had some problems with benzene exhaust over the past years. What kind of liability issues or other issues might be related with those benzene exhaust problems?

Thank you. Ruud?

Yes. Your first question then, the potential of -- remaining potential for the housing market in the Netherlands. Well, I fully agree with you that it's important, first of all, for land to become available for building. And we've seen that the new government has at least got a minister entrusted with the task of supporting this. I imagine the intention is to get some breakthrough on that topic, particularly with provincial government and local government, to speed things up. And you're right, we fully depend on that. There is lots of potential, of course. There's a dreadful housing shortage in the Netherlands, and we are in a good position to make a real contribution on that front. Working together with our fellow builders and the ministers, we hope to get things moving swiftly. Now innovation, electrification, we think that as things currently stand, we will be generating enough cash to improve the electrification of all our vehicles and machinery in the coming years. That I think is a brief response to that question, that it is the case that we need innovation. As I showed you on that picture, the asphalt spreading machine, we need those before you can electrify them. We're not talking about your family car. We're talking about heavy plant. And so then we need to talk with engineers to see how we can make that transformation, and we are very active on this front. Your third question was about the asphalt producers. Now there, it's very important to get filters in store. They've been invented. Now we are investing in them so that together with the local authorities and environmental services, we can resolve the issue of the pollution caused by such factories. Now coming back really to what the previous speaker said about sustainability, it's very, very complicated because the harmful substances emitted from these factories is caused to a large extent -- [ not ] caused to a large extent by recycling old asphalt, which, of course, is a very good thing to do in other ways. A huge amount of old asphalt is used to produce new asphalt, but that, in turn, has an impact on the harmful emissions to the environment. So this is just another example of how very complicated topics of this kind are. That does not alter the fact that we are working flat out to use filters, which will reduce pollution in the short term at least. And in the longer term, we are hoping to innovate an asphalt production method which would be more sustainable. Thank you.

Now you said something about industrialization, that doesn't just mean buying factories. It also means not thinking project by project, but thinking in terms of processes. It doesn't cost much money, but it requires a change of mindset. Okay. And the next question, please.

My name is Luc Van Linden, I'm from Belgium from Oudenaarde. And when the winner of the cycling contest of the Netherlands came 10 years ago to win, he came from there. Well, I've taken a good read of your financial reports. In February 2021, there was a divestment of BAM Belgium that was announced. And to this day, 2 units have been sold, Bam Galere and BAM Contractors and -- with a fair value of EUR 20 million each. And that means that you have written down EUR 100 of goodwill and the write-down of intercompany loans. 2 loans of EUR 65 million and 1 of EUR 16 million amounting to EUR 85 million together. So that's a lot of money and materials are included in the reports, although in very small print, are included. I mean the report is complete, but you need to read, so EUR 16 million in write-downs and then you have additional guarantees and -- guarantees for provisions that are proper to such sales operations. So these risks are certainly not mitigated yet. And then 2 units remained, BAM Interbuild and BAM Kairos are left in Belgium. And for Kairos in 2020, already EUR 9 million has been written down. BAM Interbuild over the past few years had a loss of about EUR 46 million, EUR 6 million in 2019, EUR 23 million in 2020 and EUR 16 million in 2021. And the last was deducted from the published -- the national gazette of Belgium. So all the time, the capital has been repleted. In addition, in the end of 2020 Interbuild had EUR 7 million worth of provisions in the financial books. So this is also under [ Interbuild ]. And this is related to a legal conflict that already started with the Bulgarian suppliers in 2018. You remember this dramatic procurement policy that has been discussed some years ago. Today, BAM Interbuild has summoned the partners and the particular final clients have been even -- [ cosigned into by ] Legal Director vis-a-vis of the Bulgarian suppliers. Well, they don't know what to do. And therefore, they are for actually challenging the customers or is this simply a way of pushing away responsibility. 14 days ago, the new CEO appointed in January 2021, the 33 years together with the Technical Director. So currently, BAM Interbuild is headed by the Legal Director. In brief, things don't look very well for BAM Belgium, particularly BAM Interbuild and Kairos, and management is not reporting [ by value ] in the specific division, but directly to Mr. Joosten. So now I come to my questions. How successful, in your assessment, will be the further divestment of BAM Belgium? How successfully can it be completed certainly in the light of the remaining values? What is the fair value of BAM Interbuild and BAM Kairos? Is BAM maintaining its commitments vis-a-vis of customers and sustainable management, meaning it's going to honor its contracts, even the difficult contracts in a situation where BAM bears responsibility for such contracts? And finally, will there be a new CEO for BAM Interbuild or will the management remain in the hands of the Legal Director, knowing that one of the causes of difficulties are legal matters that were initiated in 2018? In other words, are you selecting as you say constructive consultations or negotiations, solution-oriented acts? Or are you going to conduct legal proceedings further?

Thank you, Mr. Van Linden. Now Mr. Van Linden had already submit his question in advance. That's why we were all able to keep up as he was speaking. Now the figures you quoted, I imagine you got from the statutory figures, perhaps not the figures as we've taken them on board in the consolidated form. We also don't discuss individual subsidiaries. And where we talk about divestment, this is not the time and place to talk about it in detail, let alone talk about the values involved. That would only weaken our negotiating position where the negotiations are underway. Now your concerns regarding BAM's contractual obligations via a subsidiary, all I'd say is that our policy is always to meet all requirements contracted. And if there is any question of divestment, we will make it clear to our buyer that, that is always our policy. I can't tell you more about events in Belgium than that, I'm afraid. Another next question, please. No, there's no one in the room. Is there anyone -- yes, there is, I do beg your pardon. Please go ahead.

My name is [ Van Eddis ]. I'm a retail shareholder. Have been for more than 25 years. And given the track record of today's announcements, I'm not very happy or calm about the closure dam project. It seems to be EUR 200 million, a large amount, even more potentially. Can you still tell us a bit more about your assessment appraisal of the risk that part of that will be carried over to the shareholders? Then Hoevelaken, is that project now concluded? Can you tell us anything about the sea lock?

Yes. Mr. Joosten?

Yes. Well, before we get on to discuss all the projects in the Netherlands, but we're not going to do that, of course. And we don't, as a general rule, discuss individual projects and all the negotiations surrounding them, because that would not help us in any way. I think I can say something about the closure dam, we're discussing this with the client. And I hope that we will come up with a constructive solution for the project. Regarding Hoevelaken, I have no further information and good news regarding IJmuiden. Well, basically, yes, the sea lock's there. We've had an expert committee working on that. They've given us their position, and they've come up with a compensation figure for them and our joint venture partner -- our JV partner. We have accepted that. As a company, we are not going to appeal against that compensation. So that's the good news. There have been plenty of bad news on that project, but that is the end of the story as far as we're concerned.

No other questions from the room and none in the chat. Ah, go ahead, please. Beg your pardon. Second round.

[ Alexander van de Graff ] once again, a retail shareholder. I have a last question. We are talking construction here, and what's happening in construction. What about theft by own employees? This is a well-known problem in the construction industry, it leads to costs for theft versus stolen goods. But it can also slow down execution because of missing equipment, and it seems a very important matter not to let things slip, but to counter it as much as possible. Can BAM do more to prevent theft by its own employees? Well, this is generally known. I've worked in construction myself, BAM is a major construction company, and you know about building sites that sometimes not everything goes as it should go. So I think you know this as well as I do.

It helps, of course, a [ degraded orage ].

I can't give you any names, obviously. But in general, do you have a policy that you supervise this? I just asked about cybersecurity and measures. This is a similar issue. It simply costs money and gives delays.

The answer is yes. Yes. BAM projects have an active security aspect and the approach here applies to all of the projects that we are involved in or we are in a leadership position in, in order to prevent theft. Of course, I can't say it's 100% successful, but we have a sound approach and a sound culture in a company like BAM and that really can keep things to a minimum. So the answer is certainly, oh yes. And we don't see this as a bigger problem for us than it is for our competitors, let me put it that way. I think that BAM is pretty successful in approaching that issue. Thank you.

Right then. If there are no further questions, I said you have now noted the executive board's report, and we can now move on to the next agenda item, and that is adopting the financial statements. Now those shareholders who are present online are invited to put their questions early, and the questions to the auditor can be put to me as Chairman. Now the financial statements for 2021 can be found in the annual report, Pages 86 and following. The financial statements were drawn up by the Executive Board and discussed with the Supervisory Board, who approved them. Further, I would refer you to Page 67 of the annual report, where you will see that the Supervisory Board takes a view that the 2021 financial statements and the report from the Executive Board and the report from the Supervisory Board form a sound basis for portraying the Executive Board's activity and the Supervisory Board's supervisory activities. The statement from the external auditor can be found on Page 183 and following of the annual report. Now before we proceed to discuss the financial statements, I'd like to invite Mr. van Eimeren, who's responsible partner for auditing the BAM's financial statements at EY, to tell you about his auditing activities and how it was all done. At this point, I would tell you that the company in preparation for this meeting have exempted EY from institutive confidentiality. I'll also tell you that EY has a duty to correct. That is to say, if any factually incorrect statements are made in the course of this meeting which can give an incorrect view of the financial statements or the audit statement, then EY will request a correction either during this meeting or before the minutes are fully completed. It now gives me pleasure to give the floor to Mr. van Eimeren to tell us about his auditing activity and procedures.

Thank you, Mr. Chairman. Can you hear me? Esteemed shareholders, thank you for having me. And I'm happy to see you live. This is the first, over the past 2 years I saw you on the screen. So I'm really happy to be standing up here now. As said, my name is Guus van Eimeren, I'm a partner working at the Amsterdam offices of EY Accountants LLP. And I'm standing here as signing partner of the annual financial statements and the annual report of BAM for 2021. It's customary practice for me to give a brief introduction about my audit. I'll try and tell you about the scope of work, what is it we do? What is it we audit? Secondly, I'll tell you about the way we went about this, and then I will share their main conclusions with you. So maybe we can move to Point one, what's the scope? The annual report is a pretty detailed report and our opinion also was quite detailed. So what exactly did we do? First of all, we looked at the annual financial statements and the overall part, the classic part, the financials in the annual report, but then we looked at the nonfinancials as well. We received a review order or assignment for this. What is the nonfinancial information? This is environmental and social performance. We've carried out the review of those data, and these are the 2 aspects that we have audited and I can comment on this in greater detail if we move to the next slide. So what did we do? For all significant business units and significant means when a business unit in terms of scope is simply important, but also when we see additional risks in a business unit and we have local -- we have sent out local EY teams to check the books, and this happened both within the Netherlands and abroad. And those teams report back to us, to the team in [ Berneck ] about all issues that are above 1.75 million, where either individually or combined. And any discrepancies are assessed by us, are collected, are discussed with the Board and finally laid down in the annual report. And I can tell you that this is how everything has been booked. So we have given our approval. The audit teams have been instructed by us to look into specific matters with additional emphasis or attention, and emphasis was given mainly to issues about the valuation of important assets and liabilities on the balance sheet. This is work at hand. So the assessment of projects. This is tax, land positions and goodwill. These matters have received additional attention, and then we're looking at the project organization and the project. We've also looked at the revenue reflection and then something else we've done, and this is a new key audit matter for the past year. This is an assessment of the complete registration and the representation of shareholdings. This is mainly about the strategic agenda. Are there any shareholdings that are about to be divested, have been divested and are the comments in the annual statements sufficient? Then we looked at the nonfinancial information, mainly focusing on the number of safety incidents, and this has received additional attention from the auditors. Now everything I can tell you about the key audit matters is that they have all been properly incorporated into the annual report and that they have been commented upon in the correct way. That basically brings me to the end of my presentation. Please give the next slide. What about our conclusions? Our conclusions are that for financials or from a point of view of financials, the annual report and additional data give a correct reflection of the financial position of BAM as a company. As for the nonfinancial information that's been reviewed, we can state that we have not seen any information that's in violation with information that's been reflected in the nonfinancial part of the annual report. In other words, we have seen no material discrepancies. And then the other elements, support report, the report of the Supervisory Boards have been reviewed from the point of view of compliance with the law or violations with the annual financial statements. And the conclusion is that there are no such discrepancies, and that brings me to the conclusion of my presentation.

Thank you. Well, I'll now give everyone in the room the opportunity to put any questions to Mr. van Eimeren, and who he will answer any questions regarding his auditing activities, the relative procedures and the external auditor's statement. All other questions regarding the financial statements and the annual report, and the company's performance and its future will be replied to by me or other members of the Boards. Any questions for Mr. van Eimeren? Go ahead, please.

I've got 2 questions. My name of the VEB Association of Shareholders. Now the materiality threshold went up in 2021, but BAM itself has got smaller. I would have thought, therefore, the materiality threshold should go down as well, and that hasn't happened. Now there is a nice figures of 0.5% of yield, but I had auditor training before when I was younger. And I was told that you could never come up with a materiality threshold on the base of such a simple calculation. So I'd like to hear the justification. Second question, there is an extensive statement on fraud in the auditor's statement, but there's no conclusions, no findings emerging from that paragraph. So I'm wondering why that would be and what should we make of what you said?

Well, let me start with the fraud paragraph. I'm happy you have seen that we gave additional attention. We have identified 2 fraud risks in the report, and our conclusion in first instance was that there is no management override in terms of projects. In other words, no undue influence of management on the valuation. And secondly, matters of [ writing ] or receiving bribes in order to give orders to suppliers, there is no identified cases either. Now if we talk about the fraud from the material law point of view, it's the prime responsibility of management to comment upon this in the annual financial statements. That hasn't happened. And it's our responsibility to look into real cases of fraud. We've looked into this and we have concluded that no fraud has occurred from the material law point of view. Now materiality, BAM may be downsizing as a result of the strategic agenda, but revenues in 2021 were actually higher. It's a slight increase, and our materiality has therefore increased slightly. I always think that the big number is quite theoretical. I want my teams to give attention to the high-risk projects and the high-risk valuations. And fairly speaking, this is something where materiality is less relevant, but reality is mainly about what they do with individual checks, what about cash flows and checking them. So if I look back at 2021, I think that we have carried out an order with the same level of depth as in 2020. And then another question. What is behind materiality? Well, I did research into this 30 years ago. There's lots of math here. This is not simply a sum amounting to 0.5%. This is mathematics. These are statistical models. It would be far fetching to look into this now, but materiality, in my view, is more than just a number. This is about the risk situation. You can have materiality for liquid funds, for instance. That's so completely different than materiality for other points. I hope that answered your question.

Any further questions for Mr. van Eimeren? No. Okay. Are there any questions in the chat? Any questions for the Executive Board? No, then we can proceed to note that there are no further questions or comments. We will now proceed to the vote on the proposal to adopt the financial statements, including the profit and loss account, [ ilosh ], the property statements and so on regarding year 2021. Please cast your vote if you have not already done so. This brings us on to a connected item, Item 5. Once again, the invitation to the online participants to put their question in early. 5A is discharge of the members of the Executive Board for their management in financial year 2021. The general meeting is requested to grant discharge to the members of the Executive Board in 2021, discharging all persons who are members of the Executive Board in the company. I add here that this discharge refers to the activities carried out on the work done as set out in the annual report, the financial statements, communications made at the Annual General Meeting of shareholders and any other public statements prior to the adoption of the 2021 financial statements. Are there any questions on this? If not, are there any questions from the chat? No. Okay. I, therefore, conclude there are no further questions or comments. I, therefore, please invite you to cast your vote on the proposal to discharge the members of the Executive Board for their management in the financial year 2021, if you have not already done so. Item 5B, Supervisory Board. Here, again, the general meeting is requested to discharge the members of the Supervisory Board. Discharge concerns all liability in relation to the exercise of their duties in the financial year 2021, to the extent that such exercise is apparent from the report of the Supervisory Board, the report of the Executive Board, the annual financial statements, announcements made during the general meeting or other public disclosures prior to the adoption of the 2021 financial statements. This discharge is granted to persons who held the position of Supervisory Board member of the company in the financial year 2021. Are there any questions regarding the Supervisory Board and discharge? No, then I conclude there are no further questions or comments. I, therefore, would ask you please to cast your vote on the proposal to discharge the members of the Supervisory Board for their supervision of the management in the financial year 2021, if you have not already done so. This brings us on to agenda Item 6, membership of the Executive Board. Reappointment of Mr. den Houter as a member of the Executive Board. By means of a press release issued on 30th of January 2022, the company announced that its Supervisory Board decided to nominate Mr. L.F. den Houter for reappointment as a member of the Executive Board in his role as CFO. The Supervisory Board have made a statement -- positive statement regarding this, and the Supervisory Board, therefore, confirms its intention to appoint Mr. den Houter for a period which will end at the end of the Annual General Meeting of Shareholders in 2026. The Supervisory Board has availed itself of its right to issue a binding instruction regarding this nomination in the light of Article 15 Section 3 of the company's Articles of Association. The Supervisory Board internally discussed the nomination for reappointment and concluded that Mr. den Houter has performed very strongly in his role as CFO in a difficult period. And as such, made a major contribution to improving the company's financial statement and financial position in the last 4 years. Additionally, Mr. den Houter has extensive knowledge and experience in financial areas, change management and risk and contract management of large projects, both inside and outside the construction industry, which is valuable for the profile of the Executive Board. The members of the Supervisory Board have therefore concluded that Mr. den Houter fits well with BAM, and decided to nominate him for reappointment as a member of the Executive Board in his role as CFO. For personal information about Mr. den Houter, I would refer you to the annotated agenda and the company website. Are there any questions on this item? No, and no questions in the chat? No. Well, Frans, this is what we would expect in your situation, as always. I conclude that there are no further questions or comments. Can I now please invite you to cast your vote on the reappointment of Mr. den Houter as a member of the Executive Board and his role as CFO, if you have not already done so. That brings us to Item 7, the remuneration policy, adoption of a maintenance remuneration policy for the Executive Board. In particular, in light of market conformity and also in light of the major challenges facing the Executive Board in achieving the strategy, the changes in the business model and the culture of the company, the Supervisory Board has the intention to change their target applications of the eligibility from 70% to 90% of fixed remuneration for the CEO and from 60% to 80% of the fixed remuneration for the CFO. In addition, the Supervisory Board has the intention to look at the threshold payout and the excellent payout of the Short-Term Incentive plan for both individuals, CEO and CFO, to amend them to a level of 50% and 150% of the target payout, which is equal to 27.5% and 82.5% of the annual salaries. The reduction of the payout, at the threshold performance or the higher payout of the excellent performance will improve the market alignment, but are mainly introduced to strengthen the performance culture of the company. The remaining elements of payout will remain unchanged and the other conditions for the plan and the Short-Term Incentive plans remain unchanged. And the Supervisory Board will give additional attention to the targets of this plan to make sure that they have -- are sufficiently ambitious. The Central Works Council issued a positive recommendation about these intended changes for the remuneration policy for the Executive Board. I would like now to invite the shareholders physically present to ask questions, and Madam Koopmans, the Chair of the Remuneration Committee, will be happy to answer your potential questions. Do we have any questions about this item? Mr. [ Den Houden ].

Well, I'm a bit surprised to have sudden access to this explanation. The documents on the Internet didn't have any comments for this agenda item. So we are taken rather by surprise to find this annotation of the agenda now. So my question is, is this legally sound? That's my first point. And secondly, if this does go ahead, we have not been able to form a view on this, because we weren't informed in due time. Perhaps we could have a response to that.

Mr. [ Den Houter ].

It's a difficult question to answer, Mr. [ Den Houden ]. As far as I'm concerned, all legally compulsory information has been made available on the web page prior to the meeting. So I'm surprised by your question.

Does the notary public have a take on this?

By -- to the best of my knowledge, there is an annotated agenda available on the web page. So I see nothing deviating.

When I was downloading the agenda, there was only 1 page available. So I wonder whether legally speaking, this is valid.

Did you check the English language webpage and the English language agenda?

Whether my team nor I because, of course VEB is not a one-stop -- one-man show. We all had a good look. We couldn't find anything.

[ Floor ], [the interpreter can't hear. Interpreter can't hear the speaker.]

Have you verified this?

Yes, is the answer. The text is available. It's published on the English language part of the website. And there's a reference to this on the Dutch web page. Speaker is not using microphone. And at the relevant date, it was available. The information was available on the date of the notice convening the meeting.

That appears to be a misunderstanding.

Any other questions? I don't see any questions in the chat either. No. I therefore conclude we have no further questions or remarks. Please proceed to voting on the intended amendments in the remuneration policy for the Executive Board, if you haven't done so yet. Then we have a number of items concerning the company and its shares. First of all, designation of the Executive Board as the body qualified to issue respectively, grand rights to acquire ordinary shares and cumulative preference shares F. The general meeting is requested to designate the Executive Board from the duration of 18-month period starting of today as the body authorized to issue of or and/or grant rights to acquire ordinary shares and/or to cumulative preference shares of up to a maximum of 10% of the number of ordinary shares and cumulative preference shares outstanding at the time of this AGM. And this would give the company the possibility to act quickly whenever this would prove necessary. And at this point, the company has no specific target in mind. We believe it's also in the interest of the shareholders to grant this authorization, because with the company the possibility to act rapidly, resolutely and to execute the meetings of the AGM, and undue publicity might harm the interest of the company, and both the Executive Board and Supervisory Board will deal with the interest of shareholders in a responsible way. If this authorization would be granted, it would replace the authorization granted last year. Any questions about this? If not, I conclude that there are no further questions or remarks. Therefore, please proceed to casting your vote now. And that brings me to Item 8B at the general meeting is the request to designate the Executive Board for the duration of an 18-month period starting on today as the body authorized to exclude, respectively, restrict the preemptive rights upon issuing of and/or granting rights to acquire ordinary shares up to a maximum of 10% of the number of ordinary shares and cumulative preference shares outstanding at the time of the AGM. This only applies to the 10% referred to under Item 8A on the agenda. Any questions? Not from the chat either. I, therefore, conclude that we have no questions or remarks. Therefore, please proceed to the vote on this agenda item. Now Item 9, authorization for the Executive Board to have the company acquire ordinary shares in the company's capital. The general meeting is requested to authorize the Executive Board for the duration of an 18-month period starting today within the limits of relevant legislation and subject to the Supervisory Board's approval either on the stock exchange or privately, to acquire ordinary shares in the company's capital up to a maximum of 10% of the capital issued on the day of acquisition at a price, excluding expenses, not lower than the nominal value of the shares and not higher than 10% above the average of the closing price of the shares on Euronext Amsterdam during the 5 trading days immediately prior to the acquisition date of the shares. If such authorization is granted, it will replace the authorization granted by the AGM last year. Any questions? No questions in the chat either. No. Then I now proceed to the vote on the authorization of the Executive Board to have the company acquire ordinary shares in its own capital. Item 10, the reappointment of Ernst & Young Accountants LLP as external auditors responsible for auditing the 2023 financial statements. The general meeting is requested to reappoint E&Y accountants LLP as the external auditor responsible for auditing the 2023 financial statements. The Supervisory Board, in the light of the discussion of the annual report on '21 and also based on the report of the Executive Board and the recommendation of the Audit Committee, assessed the relationship with its external auditor. Based on this assessment and based on the positive experience of the Supervisory Board with the external auditor, and also in the light of its expertise in the construction industry in general and its knowledge of the Royal BAM Group in particular, it's proposed to the general meeting to reappoint Ernst & Young Accountants LLP as external auditors charged with the audit of the financial statements 2023 of the Royal BAM Group. The reason this reappointment has been included in today's agenda is the fact that the financial year 2022 will be underway for 4 years if we would only table this at the next AGM. And therefore, I would like to invite the shareholders present now to raise questions. Mr. den Houter.

Mr. Boon, the Chair of the Audit Committee, is also with us, he might be able to answer your questions.

Firstly, was Mr. van Eimeren a partner in these auditing activities?

Thank you. Yes. the Association of Shareholders asked a question about this last year and the questions are particularly related to the Supervisory Board.

Shareholders, in particular the VEB, would like to know what considerations were taken into account.

We decided to reappoint Ernst & Young and Mr. van Eimeren for this role.

Now the auditor's statement is directed not only to the Supervisory Board members, but also to shareholders. And shareholders would like to know what factors you took on to into account making this decision. We asked this question last year, and we haven't had a reply this year either. We're all feeling rather disappointed by that.

Well, I think I just tried to explain to you why we think that Mr. van Eimeren is highly suitable to audit our books. And this is related to his expertise in the construction industry, but also to his knowledge about this particular company, and it's also related to his general qualities that we certainly hold in high esteem.

You know what has been involved in this. And you know why the VEB is asking this question. It's a little more than simply what you -- the statement you made.

Well, I don't know. Gosse, would you like to add something?

Maybe you can comment what you're specifically referring to.

That Mr. van Eimeren has faced a supervisory authority.

This is a matter that has been discussed at length last year.

No. We did not fully discuss it. Things have moved on since. And if we had known more about it, then we would have heard about it. But you told us that you took factors into account, but didn't tell us what they were.

Well, additional information has been provided emphatically. And we have shared our consideration based on which we have said with full confidence, we want to continue working with EY and Mr. van Eimeren, in particular. So this is a debate I think we left behind last year. I agree with you. I think that you made a valid remark that we could have given more attention to this, and we have certainly heard that. We have replied, we have published a reply. And with that, the matter is closed for us.

Okay. Other questions? No, not in the chat either. Then we can now proceed to the vote on the reappointment of Ernst & Young Accountants LLP as the external auditors responsible for auditing the 2023 financial statements for the Royal BAM Group, if you haven't yet cast your vote. Then I now close the vote for this agenda item and all agenda points, and move to any other business. And in a moment, we will see the notary public, who is actively counting, to let us know what the outcome of the vote is. And once again, questions can also be raised by those following us remotely. Now the shareholder excursion that BAM organized for many years in the past will not happen in 2022. BAM is reflecting on ways to shape its relationship with its shareholders in the future and really hopes that shareholders will find other ways to keep following BAM's many activities. Now I'm happy to give the floor to you. Do we have any questions under the heading any other business?

My name is [ Vias ]. I'm an Individual Shareholder. Earlier in the meeting, the subject of the housing shortage in the Netherlands was raised. I think that part of that shortage is particularly there for starters. I see a number of new build projects where housing prices begin at EUR 600,000. So I think really, BAM should be paying more attention to the lower price sector to get a new policy there, because there's a great deal of demand for starter homes.

Ruud?

Yes. To me, this is not a question once again, but rather sound advice. I think you're absolutely right. And in developing projects, we are incorporating this in our offering. When we go to developers with our projects or we have our own developments or when we address municipalities on these matters, we certainly always include the lower-priced segment in our offering. But absolutely, I think you're spot on. It's interesting to focus on a diversity of segments. This can be social housing, and social housing certainly can be part of the mix.

My name is [ Tefelde ]. I've got a question about the outing not taking place. Is that because of saving costs? Is it simply we're spending less money? I think it's a real shame. I've been on the outing many times. I always thought it was great fun. And particularly in a year when there's no dividend, I think an outing is really a good thing to have.

Well, we can agree on that for the future, but I'm not sure I will have a full agreement on that from the audience.

But I think it will be really fun to go and see the locks or the closure dam or whatever it may be. So I'd just like to ask -- are we going to be having any excursions in future? Or is it a cost-cutting exercise? What's the situation? Thank you.

Thank you for the support. Well, an important factor for us is safety. The norms for project safety and security have become much stricter over the past years. And you have seen our very ambitious targets on safety and security within our group. And we, as management consultants, and we concluded that bringing 100 people to a building site and walk around there is irresponsible. Maybe it's possible on major building site, but on smaller site, it's simply a liability and a risk, so we have to think on ways to make this happen to see whether an excursion to any kind of site is possible. There's a lot of interest for such visits, we know from the past, but the safety aspects currently really blocks this.

Well, thank you for your reply. Now I could imagine that I'm going to the closure dam. Well, you could have a camera flying around in the air and then filming things, and then you could show us that in a room. So we wouldn't have to be walking across the building site ourselves. We could be there somewhere nearby and watch a film. I do think it would be really good if we could have something like that. Can we do something to address this problem? Because perhaps there will be some way of addressing the matter in the future, whereby risks are kept reasonable but you can still go somewhere closer to a building project to get some feeling and some idea of what's actually happening. Just a request.

Your message is clear. Absolutely. We're taking this on board.

And I've got a suggestion. Perhaps we can go on a boat outing, because BAM has lots of wonderful building projects on water.

Thank you, once again very sound advice and some good food for thought. Thank you.

My name is still Kase Samson. I'm an individual shareholder. Now following on from the possibility of house buying available to lower incomes or average incomes, I wonder what BAM's approach is to this? And I think that this would be a possibility here to have a broader spread of income groups as targets. It would also help people to move their way through the housing market, climb the housing ladder.

Yes. Once again, this is not a question, but rather a recommendation to our group. I think it's really advisable for us to be present at all segments of the Dutch housing market. But maybe for you, Joost, this may be a piece of advice to reflect on the development of this segment and also the segment of tiny houses. I think it's a very valid remark. And we see that this is where a large company can be strong. We can deal with large-scale projects, something that authorities are looking for more and more frequently, and this is where we stand out from the other players in the markets. We see a different line of thinking in the Executive Board about the rationale for being large, not for doing large projects such as the closure dam, but for this kind of project that can be done in a more process-based way. This is where you can have the benefit of scale.

Other questions. Okay. Have all our voting results been made public? If so, Mr. Notary public, please go ahead.

Yes, in a moment, the outcome of the vote will be shown on 2 sheets. And therefore, can we have the first sheet please? Here you have the outcome of the vote. I'm not going to read out all the figures, but you'll see that the required majority has been achieved through all these agenda items. Now please, the second sheet -- or the second slide with the outcomes of the vote. There we have it. And here, we see also that the remaining agenda items have also acquired the required majorities by far. And I now give the floor to the Chairman to share the outcome.

Thank you, Mr. Notary. I conclude this is the outcome of the vote. And therefore, I conclude that your AGM has adopted all the proposals with the required majority. And therefore, I would like to thank you for the trust you have confided in us. And particularly, I would like to congratulate Mr. den Houter with his reappointment, and I look forward to work together in the same open and transparent way, working with you, with your colleagues in the ExCo during the coming 4 years for an even more healthy BAM. Thank you. That brings me to the last item on the agenda, closing the meeting. I conclude that we have come to the end of this meeting. Thank you for your presence and the pleasant exchange we could have, at last seeing each other in the flesh. And the interest both in the room and on the platform has been very high. On behalf of the Supervisory Board, the Executive Board, I hope to greet you once again next year in good health. And I'm happy to invite those present in the room to have a few drinks. I'm afraid no virtual snacks online, but you're welcome to have a few snacks over here. [Statements in English on this transcript were spoken by an interpreter present on the live call.]