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

Good morning, everybody. It seems that the traffic is a bit troublesome this morning. Some people are still on route to join us. So normally speaking, we close the counting at a quarter -- around quarter to 11. And so I can't count how many people are here, how many votes we have. But we'll leave it a bit longer this time. So we'll be telling you how many people are in the room later at the end of the meeting, including people who voted by proxy. So my name is Henk Rottinghuis, I am Chair of the Supervisory Board. And on behalf of the Executive Board and Executive Committee, I'd like to welcome you all very sincerely. Now before we go any further, I'd just like to draw your attention to the safety rules. In case of emergency, I would ask you please to leave this room as calmly as possible, and then to follow instructions. There's emergency exits on your left and on your right-hand side. Hotel staff will then accompany you outside as swiftly as possible. Now BAM is a Dutch company. The meeting will therefore be taking place in Dutch. This meeting can be followed on the webcast also in English, thanks to simultaneous interpretation. And this meeting is therefore held in the Dutch language. Non-Dutch participants to this meeting can listen to the English translation of what is being said in this meeting. Please make yourself known if you don't have a device. On this side of the table at any rate, we've got a couple of people who need the interpretation. Well, a warm welcome also to members of the Central Works Committee and the Share Management Foundation. We've got EY with us as our external auditor, and they will be taking us through the accounts for 2024. And they'll be running through their audit work with us in a moment. And this year, again, we've got Mr. Smith, part of KPMG, the external auditor proposed for nomination as external auditor for 2026 to 2028. And [indiscernible], our notary who will be supervising the voting processes at today's meeting. This is, by the way, it's the last time he'll be doing it. He's been working with us for many years with great commitment and dedication. So as you see them, members of the Supervisory Board and Executive Board are all here, apart from Ms. Hanson. When we approached her to take on this role, it was already clear that she would not be able to join us today, sadly. Although she was nominated formally last year there will be a brief video today in which she will introduce herself to you again. And she will then be taken on the chairship of the Audit Committee for Mr. Boon. Also with us today, we've got 3 other members of the Executive Board. That is to say Ms. Hooijdonk, Ms. Rodenburg from the Netherlands division; and Mr. Wilkinson of the U.K. and Ireland division. The Company Secretary of BAM, Mr. Beckers, is sitting here next to me. I appoint him today's meeting secretary. And for meeting purposes, there will be a digital audio recording of today's meeting. This meeting was convened in accordance with the law by announcement on the BAM website on the 26th of March 2025. At the same time, all the documents for the meeting were put on the website and in the summons. Members -- shareholders were informed that they could submit their questions in writing by the 1st of May. However, we have not received any questions in writing. [Operator Instructions] In order to make sure that the meeting runs through smoothly, I will therefore be enforcing this rule, and I reserve the right to intervene if things take too long. We are seeking to make sure that we can answer all questions during the meeting. If any other points arise, you can raise it under any other business, and questions has been asked earlier will not be dealt with a second time. Answers to questions which cannot be answered during the meeting for any reason will be dealt as swiftly as possible on the website after the meeting. As in previous years, we won't be voting after each agenda item. Instead, voting is continuous throughout the whole meeting. And that's particularly useful for some late comers who we are expecting coming. They'll still be able to vote on every agenda item even if they arrive after it's been discussed. So you can cast your vote at any point during the whole meeting. And just before the meeting is closed, the notary will tell us the results of the votes. And that's also when I'll tell you how many shareholders are actually present or represented. Moving on now to agenda item 2. Report from the Supervisory Board for 2024. Now you can find the report on Page 43 and following of our annual report. And one of the things we talked about the work of the Supervisory Board and its committees and also the membership of both Boards.

The floor is now open for shareholders to ask any questions. Please state your name, and if you represent an organization, please tell us who you are representing. Are there any questions on this report? It seems not. I therefore conclude you have noted the report from the Supervisory Board, and we can move on to the next agenda item. The remuneration policy for the Executive Board in 2024. Now explanatory information about application of this policy can be found on Page 50 and following of the annual report. Shareholders can cast an advisory vote on this matter in accordance with the shareholders directive. I now open the floor for any questions. Ms. Koopmans, chair of the Remuneration Committee, is with us in order to answer any questions you may have. Any questions on this agenda item? If not, I note that there are no further questions or comments on this agenda item. And you are welcome to cast your advisory vote if you wish. Well, I beg your pardon?

Yes. Chairman. I do have a question on Page 5 and Page 9.

Page 5 and Page 9, you say?

Yes.Yes. Can I ask questions under this agenda item?

Yes, for questions about the remuneration policy.

No, it's about the CEO story.

No. In that case, I'll refer you, please, to any other business. We're now dealing with a different agenda item. You're welcome to ask your question under any other business. We'll have ample time made available for that. And if you wish, you could also raise it in fact under agenda item 3, okay?

If there are no further questions, then we'll move on to agenda Item 2C, application of the remuneration policy for the Supervisory Board in 2024. You'll find this on Pages 50 and following of the annual report. Here again, shareholders can cast an advisory vote as set out in the shareholders' directive. And again, Ms. Koopmans is with us here today to answer any questions you may have. I note there are no questions on this agenda item either. And you can cast your advisory vote, if you wish. That's all the application of the remuneration policy. Now I move on to agenda Item 3, report of the Executive Board, including the sustainability information for 2024. For the full report, I would refer you, of course, to the annual report of 2024. And I'll give the floor to Ruud Joosten, Chair of the Executive Board, to tell you more about everything that was achieved in the last year, both on the financial front and on the sustainability front.

Thank you, Mr. Chair. Good morning, and warm welcome to everyone. Nice to have the [indiscernible]. When I arrived this morning, I was thinking that we had a very youthful, new full bunch of shareholders, but it turned out actually some student event happening in the same hotel. There's an exam going on. Now I'm happy to say we passed our exams in 2024. I'll just run you through a number of points in the annual report. As set out in the annual report, we go through some slides to take you through some of the main points. It was a good year to 2024. As you see here, you have an overview really of all the main KPIs, as we call them. Revenues almost EUR 6.5 billion, EUR 333.3 million EBITDA, net result EUR 82 million and EBITDA margin of 5.2%. Now of course, I do need to point out here that the figures were impacted by the Invesis sale. That's all set out in details, but it did have an impact on adjusted EBITDA and net result of EUR 82 million. It would have been higher without that factor. Now by selling Invesis, we had additional cash incoming this year that will be coming into the books for this year. And together with a good result in operational terms, we decided, together with the Supervisory Board, that we have proposed a EUR 0.25 dividend. I think it's important to talk about that today as well. Now looking to the future, very important. Our order book, well, a significant growth there. That tells us something about the revenue we can expect in the coming period. At the end of 2024, we had EUR 13 billion on the order books. So that's roughly 2 years income. We've already got the contracts in place, 2025, '26, if you like. We're looking good for revenue. Then we got a new factory in 2025, of course, as well as other factors. We've got the first quarterly report to the market. And this year, it's the first time we're doing it all in one single session, one single day. Okay. Moving on. Now strategic development in 2024 are not so much changing as a renewal of the whole thing. Previously, we've largely been talking about de-risking them. We had some hard years, and this is a way to adjust our portfolio and talk about less risky projects. And last year, we launched a new phase of BAM and we called it focus, transform and expand. So we're continuing to focus on our core countries: U.K., Netherlands, Ireland and Belgium. And we're still focusing on profit-making projects. We are not getting involved in huge, very high-risk projects. We're not tendering for the, say, exposures to too much pressure. And of course, the sale of 50% of Invesis to PGGM. It no longer fit into our strategy because Invesis does want to invest worldwide, and that is not compatible with our focused strategy in the BAM Group. So that's why we sold 50% of them. Transform, this is seeing how we can make our business more sustainable and more profitable. That's a combination, a very good example of that, in fact, is opening the Flow factory. These were wooden houses, modular houses for the Dutch market. Last year as well, we were doing that, in fact. And expand, well, that means growth. Again, last year, we are talking about that in the figures. We -- say, at least EUR 6 billion turnover to the end of the strategic period, the end of 2026, in other words. And as I showed you on this slide a moment ago, we're on EUR 6.5 billion at the end of 2024. So that growth is arriving. We've chosen good segments. And as you can see, the transition, transport, rail, housebuilding, there's growth in all those segments in the U.K. and in the Netherlands and also in Ireland and Belgium. So we can see the strategy is beginning to bear fruit. When we look at the order book, we've got this EUR 6 billion, and that EUR 6 million is already yesterday's news. Expand phase is getting more and more attention from management. Sustainability. Well, the heart of our policy here. As everything we do is meant to fit into this field, building a sustainable tomorrow. That's the heart of our strategy that we can see that for the sixth time in a row, we got the CDP-A listing. So we're scoring a lot compared with other companies when it comes to sustainability. And the STBI is also relevant. This is an organization which looks at whether your targets themselves are satisfactory, whether that's scientifically sound and so on. And here again, they've given us a pat on the back as well. So this is a validation of our sustainability policy coming in from the outside world. And very recently, 2024, very important matter, safety. We take the view that in the Netherlands and the U.K. we've got differing safety figures. We've got to work on improving Amsterdam. We can see we're doing better in the U.K. But in Belgium and the Netherlands, we're not doing so well. But the score in the Netherlands and in the U.K., we also think is too high. So we are saying to management every accident, let alone grave accidents, must be prevented. Now building is a very dangerous world because you're starting from fresh every single time. So we have hundreds of incidents in which at the end of the day, people decide they can't come back to work the next day because of an injury from an accident. Now we think this is completely unacceptable. And in the first quarter, we just displayed work in 2024. We launched a very big project on this in the first quarter of this year. I'll tell you more about that in a moment. What about the financials? Well, I talked about that for a moment. Last year, we paid a EUR 0.20 dividend and we did a EUR 30 million share buyback. And we're proposing to repeat this for 2024 and pay out in 2025. I'll come on to that in a moment. And now the next slide. This is a nice example of a very sustainable project we've done, the new DSM head office in Maastricht. You can see here a combination of new building and renovating an old building and meeting the very highest sustainability standards that exist. So it's very complicated, particularly, it's very difficult to backfit all this into an old building. But working together with the client, we've come up with a very good result. We are very proud of that. And DSM is also very happy with what we did. All right then. Coming back to sustainability for a moment. Here are some KPIs, which show you what we're looking at, Scope 1 and 2, that CO2 reduction, Scope 3, CO2 emissions. This is a bit more complicated because it's not directly in our hands, but it is our responsibility. And you can see the various reporting here, CSRD. Now in BAM, we think it's important to report in this way, in line with the Basel's directive. And together with our external auditor, we managed it with a very good result in 2024, we're very proud of that. And the designs based targets I was telling you about a moment ago. Safety and well-being. Well, once again, this is the heart of what our management do. Perhaps this is the most important thing of all in 2025. We really want to get done to 0 serious accidents in BAM. We will be working on this very hard. And we got a number of rules, lots of new rules. Of course, it's also the corporate culture and openness and discipline that we need within BAM so that we can really achieve a reduction in number of accidents. Now it can be fun to look at the introductory videos that we use in house to launch this. [Presentation]

An example of how seriously we are taking this. This is only the beginning of a program which is going to be rolled out through the whole organization. Now the financial side of things. Well, what you see here is a project in Wales, very important aspect of us, our sustainability strategy is to work at coastal defenses. And as you know, the U.K. has got a colossal coast line, and there's going to be a lot of work coming in on that in the coming years, I suspect. And here's an example in Wales. Now the income statement, those of you who love figures. We've got more details, of course, in the annual report. But here are a couple of highlights. And you can see we're looking at the EBITDA, how we get from EBITDA to net result. And showing you the impact of the Invesis deal. We had a noncash impairment, which pushed the net result down a bit. But the cash flow was very positive for BAM. That was a very good strategic move. We're now more focused as an example. Next, solvency. That's very important. That's been a important thing for BAM for many years. We've had some difficulties with that, sort of with how much have you got in your reserves. Can you withstand blows? And despite this transaction, solvency has remained at a high level, 23%. So we have a cushion, thanks to our net results. So we want to stay above 20%. So we've got a good sound buffer. All right then. Here's an example of a very successful project in Amsterdam. Berghaus Plaza. This is a private sector homes and also social housing and some commercial property in West Amsterdam. We just handed this project over. It's really very, very good. You all can read all about it in our annual report. And next, of course, I mentioned a moment ago, we've had a combined report today. We've got the shareholders meeting today and the presentation of our first quarter figures. We decided -- well, there's not a great many figures for the first quarter. It's a trading update is what we're giving you really. We thought we'd do this today because we know from experience that the first quarter is always fairly quiet because of the time of year. And it's difficult to get a good quantitative view of the company in the first quarter, see where BAM is at the moment. So this is the sort of pit stop report. We'll have a better report at the end of July. We will be coming up with the first half year figures. It's much better to go through that with you at that point. So we are really very happy with the way the first quarter has gone. We can see our order books are filling up further, EUR 300 million, new stuff has come in. And the order book cost is also supported by existing works, it's a very positive figure. And this shows how things are looking for the future performance with the EUR 13.3 billion in our back pocket. That's a nice feeling. Both divisions have seen growth and the result has gone up in both divisions as well. And it's good to see this U.K. construction. We had a very good quarter there. We had some misgivings about it. The Netherlands also has shown a better first quarter than we were expecting. So across the board, we've had a good first quarter. We have quality solid performance. Results growing, profits growing, order books growing. This is very good position in the market. So thanks, of course, to you. And we're talking about 2024, of course. But we thought it would make sense to look at this first quarter of 2025, while we're at it. So all in all, 2024 was very successful, more focused, more transformation, more growth. The first quarter confirms that. And we got a good full order book. We are financially sound. We'll be making the right choices for the right sustainability segment, which means we have a chance of good success for BAM in the future. And that's it for me. Thank you very much.

Thank you, Ruud. Any questions?

[Interpreted] A decline this past year. Is that not a priority for BAM? And if not, why not? I would think you should be really pleased with that because it's a very good basis for your performance. Well, these are my 3 questions. I have more questions, but I hope I can come back for a second round. But for the moment, I'd like to leave it at that.

Ruud.

Okay. Let's start replying to your question about acquisitions. Well, we never go into that in detail, of course. We don't talk about acquisitions, which are in the pipeline. So I think I just said it, we are very happy that as things currently stand, we've got BAM to the position it's now in regarding results and soundness and that we've been very cautious when it comes to large-scale acquisitions. We want to look more at targeted acquisitions, which can really reinforce our position in our segments. So never say never. We're keeping an eye out for any opportunities out there. Our balance sheet is looking good. There's more possibilities than ever. But we are very cautious. How should I put it? We're in a good position now, but we don't want to put that in jeopardy by focusing too much on all the things that arise from acquisitions, all the other integration and so on. So we are taking a very careful view of the pros and cons. We had a couple of very small acquisitions last year, for example, in the energy sector. And this is the way in which we're trying to strengthen our tactical position where possible. And this basically is our -- well, that's where we're starting from when it comes to acquisitions as things currently stand. Next thing, EBITDA percentage in the U.K. Well, we had the strategic target between 4% to 6%, of course, was for the group across the 2 divisions. And the Netherlands has a higher EBITDA margin, and that's particularly because of the DA, D and A part of EBITDA, D and A because it's a different business model here in the U.K., we got a lower EBITDA. But if you look at net profit, there's a very small difference between the 2 divisions. And that's particularly because of the depreciation and amortization. The D and A of EBITDA. So it's fun to see that the divisions actually have -- are the same size when it comes to turnover. And there's not much difference between them when it comes to the net result. I think it's a very good mixture. We've got these 2 divisions as they currently stand. And the Netherlands deals with residential opportunities. And in the U.K., we can see a lot of opportunities on the energy transition, which is causing our order book to grow fastest in the U.K. So I think there is a very good balance sheet got between the Netherlands and the U.K. So our net result is really what it means. There's nothing -- no difference between the 2 divisions when it comes to that. Next, are service contracts. Well, we had a very close look at all our contracts in this Dutch sector. And we made a number of choices which fit in with our focused strategy. We're looking at those service contracts which fit into the segments that we're in with customers that we want to work with. How should I put it? Well, we've scrutinize everything very closely to see if we get the fundamentals right, and we can work on moving forward from there.

Good morning. My name is Robert Frager. We Connect You Public Affairs and Investor Relations. It's a pleasure to be here today with you because usually, this AGM coincides with Philips' AGM. I'm really pleased that you've changed the dates and we should continue to do so.

You don't want to say that you prefer Philips to BAM, do you?

Absolutely because that's where they make MRI scans. And at some point in time, in your life, you need that.

Well, you need a house from time to time, don't you? Yes, you do.

That's why I'm so pleased to be here. So great that BAM has a network and has the expertise. And as the largest listed building company to take the lead in the Netherlands because that is what we need badly because in Parliament, we've got all these people that don't have their priorities set straight, and that leads to a disaster in building -- in the building sector. So it's great to have you and you can do something about it. Looking at the trees, you have planted 440 trees. And if we look at this past year worldwide, a forest, the surface of twice the Netherlands have disappeared. And in 2015 -- Chairman, can I ask her to wait until it's her turn because it's a nuisance if she keeps interrupting.

Ma'am, could you please be quiet? Thank you. She'll be able to take the floor later on.

So since 2015, since the Paris agreement, 30 times the surface of the Netherlands has disappeared in terms of forests. And that is about twice the size of France, 440 Trees. Now that doesn't really help, does it? In the Netherlands, we have telegraph forests from [indiscernible], and you could sponsor a forest. So wouldn't it be wonderful if you would help plant forests and sponsor that? And if you look at the lack of water in the Netherlands. For 2 months, we've been enjoying sunshine, there's no rain. Now you could set up the upfill shower in all homes, which would save 80% gas and water and also the hydro loop, which is a major issue worldwide.

Can I ask you, please, to ask the question?

The question is, first of all, what can you do in terms of planting forest along with all these projects in the field of residential building and accelerating the process of making homes more sustainable, accelerating also -- how should I put it, parking places that you guys have. You can set up solar panels and big batteries and charging batteries, PostNL and KPN have done that. In every building, they have electrical backups. They have generators in order to be able to proceed in the case of a power outage. So that's the question. So for now, I think I'll leave it at that.

Okay. Ruud?

Yes, thank you. When it comes to planting, of course, it's important to make sure that this fits in with the approach of every project we undertake. We'll see whether it is feasible to plant trees. But we have to think about it on a project-by-project basis. Biodiversity must be maintained wherever we're working and tree planting can be part of that. That's something we can do in order to maintain the environment around our sites. And we look into that for every one of our projects, see what can we do to protect the natural surroundings or even house. And when it's logical, when it's feasible, we do plant trees around our projects if we do that. That's part of our sustainability strategy. And sustainability, of course, is more and more important aspect of our work. Now energy neutrality or making homes more energy friendly. Well, we have expertise here in a number of fronts, yes, we opened a factory in an old house recently. Our Flow factory. We were looking at that project. So in the Netherlands, we have this policy of building wooden houses. This is a huge step forward in saving CO2 rather than generating CO2. So we have 1,000 houses can reach net zero. We've got all kinds of initiatives along those initiatives you mentioned. They fit into those houses, enabling people to stay in their existing homes at a greater level of comfort. So we're listening to all your proposals, but I do think that this has already been baked into the way we build our homes and other structures.

[indiscernible] VBDO, the Association of Investors and Sustainable Development. We visit all shareholders' meetings and always raise questions about sustainability, and we always try to make sure that you accelerate your procedures in that respect. So thank you for your explanation in terms of sustainability. I have questions about biodiversity, so that fits well and the living wage and CSRD. First of all, biodiversity, you mentioned it. This is a tool that helps us understand how much progress is being made in each and every project. In the annual report, we see the tool described in detail, but we'd like to hear a bit more about the results and all the metrics involved in that process. And this would mainly concern the projects that you, yourselves do. But of course, you also have impact on biodiversity across the supply chain, but that is not earmarked as being of material importance. And there are raw materials that are being used in the building industry, natural stone, cement, that would have an impact on biodiversity in the supply chain. And we would like to understand that and also understand how you measure that in the value chain. So these are my questions on biodiversity. And I have a subsequent question on living wage. For employees, I think that has been sorted. And it's wonderful that you also focus on safety. And so I think that's all right. But you also work with suppliers. Suppliers of raw materials. What about the materials in the chain? I think you can go right back to mining. And the question is whether everything is well organized there? How do you deal with that? And second, you also work with subcontractors. And they, of course, have their own staff. And has living wage been sorted there as well? So these are my questions about the social part of sustainability. We would like to congratulate you with the first CSRD report. And we'd like to hear from you what your learnings have been, what your next steps will be? And you also described -- and this is very important, a very important part, stakeholder dialogue, quite open about this, and we appreciate that in terms of who you engage with in this stakeholder dialogue. And so which other parties will you engage in the future? Those are my questions on sustainability.

Thank you. Well, starting off with biodiversity. Well how should I put it? It's difficult, it's not logical. It's not feasible to report on biodiversity on a project-by-project basis. We're still developing a tool, which will enable us to do that in a satisfactory way. But as things currently stand, it's difficult to come up with a consolidated report on the matter. Things are still work in progress and as things currently stand. Our biodiversity reporting is going to be improved. So we can say something about it group-wide. And I think that -- I don't think we'll be able to do that in the 2025 annual report. It's a very complicated subject. And we're learning and we are on a learning curve for each project, and we're trying to get better and better. And at some stage, we should reach the point where we can give you a satisfactory report. Now we aren't able to do it yet. We haven't got the indicators in place yet. We're quite transparent about that. Now the biodiversity in the chain. Well, that's very important, of course, but we don't think that's a particularly fundamental point for BAM at the moment. Now of course, we want to have a more and more circular modus operandi. So we've got biodiversity KPIs there. We're looking at a lot of attention to see whether we can use existing materials that we take from existing buildings, existing projects to see whether we can use those new projects. So I wouldn't go as far as to say that this is a fundamental topic in our reporting, looking at the value change. But there's certainly a great deal of emphasis on circularity for the materials that we use. Now looking at the living wage. Well, as I said we are working in countries where I'm pleased to say that, generally speaking, there is a satisfactory minimum wage for people. And of course, it goes without saying that we respect the minimum wage in the 4 countries where we're currently active. That gives people an absolute safety net. And in the supply chain as well, the people we work with there are subcontractors. They have to meet our special requirements. They have to have certificates. We have to see that they treat their people in a satisfactory way. If we're working on a project, we see everyone involved as being as it were, BAM. And that's why our safety campaign is focused very much not on only our own people, but also for the subcontracting stuff. So I'd say this isn't at the heart of matters. But when it comes to material energy assessment, we are looking to see what we think is important on the human rights front, but also minimum wage or living wage. I think we've made a lot of progress with these 2 topics. Firstly, treating our own staff, including safety, of course. Well, also people in the supply chain. They are seriously being taken on board, and we really do see them as being part of our BAM projects. Next, CSRD. Yes, indeed, we're very proud of the compliance certification we've got for our reporting. We've done that together with the external auditor and a lot of people in the house as well. A lot of companies see this is a huge burden. We don't see it as a burden. We learn a lot from this because we're talking together about these topics, just as we're talking now about biodiversity. What is that? What exactly does it mean? What about climate adaptation? What does that mean for society as a whole? What does it mean for BAM? How can we report on this to society and our stakeholders? So we see it, in fact, as an incentive rather than a burden. Last year, that led us to have a number of very useful discussions, and looking across the room to the auditor, I think the auditor will probably want to say something about that in due course. But we are learning from each other. And altogether, we are going to reach a higher standard. So that's part of the sustainability report. It's not a question of black and white. But if we work together and learn together, well, that is what we're doing in order to take further steps. And I hope we'll be doing that in 2025, so I hope it will take things to an even higher level. And you will be able to see reporting on that in the annual report. As stakeholders are named in the annual report. Of course, they are very important in all this. And each time, we try to look to see who the main stakeholders are and how we can continue talking with them and continue to have input for them in order to get better reporting, but also to see what are we actually doing regarding our sustainability strategy for each project. The stakeholders are of fundamental importance. For a company like BAM, we got 3,500 projects underway. And that means you get lots and lots of input from customers, architects, local authorities, all kinds of people involved in engineering for our projects. There's a huge amount of input coming in automatically from all kinds of stakeholders when we -- in the course of our work. And that means the learning curve goes very fast. And of course, it's very good for us to be able to pool our experiences so that we can take steps to make things better. That's what we're seeking to do.

Chairman, my name is [indiscernible]. I'm from Amsterdam. I just wanted to discuss the second column, third paragraph, Page 5 of the annual report. And there's something wonderful that you communicate here because safety is more than a set of rules. But BAM is a contractor and the main contractor is always responsible for all sorts of things. Let's just look at case law. As a main contractor, in principle, you are responsible for the quality of the work performed by your subcontractors. Parties can deviate from this rule by contract. But if they don't do that, and if a subcontractor makes a mistake, then the main contractor, in principle, is liable and is responsible because in extraordinary circumstances, in terms of fairness and reasonability, this could be unacceptable. The circumstances are as follows. What about the [ Trenta ] channel? What did you agree there, your subcontractor? Did you have your subcontract to sign a contract that they, themselves, are liable? Yes or no? That's question number one. Well, I'd like an answer to my question.

Have you got several questions?

Yes, about that.

Okay. So you have a follow-up question.

Yes. First of all, I want to know whether you -- your answer is yes or no. Otherwise, we'll just have to look at case law. Because that way...

Perhaps, we could first give you the answer. Yes. Well, look, we don't discuss individual projects, generally speaking, because we have to have all due respect to the people involved in it. And this particular case [indiscernible], in a very difficult position. So we have to be careful how we discuss these things. I would say it's a BAM project. We are the main entrepreneur of that project in the Netherlands.

Right. Okay. But just in the video just now, you said that there's a set of safety rules. And would that include that contractually, you can arrange for safety for your subcontractors?

I respond to that. We are not going to discuss individual legal relationships. That's not what we talk about here. As you said, we attach the greatest importance to safety, and that applies to people who work for us in our staff as also for subcontractors, as Mr. Joosten said a moment ago. A human life is a human life. We attach the greatest importance to it. And we assume that all of our people can go home safe after today's work, whether they're working for us or working with us.

Well, yes, but we just saw the video. And so in general terms, I would say, okay, in the future videos that you might make, will you also include the contractual element? Will you focus on that in the Executive Board and so on?

Yes. I think the Chairman's message is very important here. We feel ourselves responsible for every BAM project. And everyone's safety is equally important without getting down to the individual contractual relationships. Of course, they do exist, and you're quite right about that. We feel responsible for everything that happens in our project, including safety. And I don't see any need to get involved in the legalities of individual projects here and whether we want to make any adjustments there, no. Much more important is to work together to keep the number of accidents down so everyone can go home safe after work.

Yes. Well you might -- that might be your aim, but how are you going to go about it? Because at some point, there are a number of rules in our lives in the U.K. I know that they're somewhat stricter than we are in the Netherlands, which is why I'm asking you how you feel about this? But if I may, unless you want me to continue in the second round, that would be fine as well. I'm referring to Page 9, second column, first paragraph. I also have some questions about that because at a certain point in time in the Hague, parliament said, okay, we're going to reduce the number of self-employed people. And if these people are self-employed simply because they want a bit more freedom, but actually only have one principle. And they -- and what if they are working in the building sector and what are they being checked? I can't really infer this from the annual report. But I mean, have there been checkups at the building sites in terms of how many self-employed people working there? And what were the consequence? I mean, were there any fines, any penalties? Because I couldn't really infer that from the text.

Well, this is off the top of my head. I really don't know. As you know, there's a big debate on this. The self-employed people status in the Netherlands is very much [indiscernible] debate at the moment there's all kinds of legislation on that subject. So of course, we abide by all the rules in every project.

My name is [indiscernible] Samson. I have only one question. You have a goal for EBITDA related to revenue. Do you have a goal for net result related to revenue? And if so, what is that goal? And if not, why not?

Good question. Well, EBITDA is the normal way of looking at the comparisons of contractors and so on. That's why we use EBITDA as a KPI to see how we are faring. Is it the perfect KPI? Well, that's the question. It's one of them. We report in many other ways as well, of course, net profit, for example, but also solvency and other figures that you can get from the annual report. But EBITDA gives us a sense of efficiency. If you look at the EBITDA percentage, showing you how the company is run, you don't need to talk necessarily about net profit because that has to do with interest rates and taxes. This is low for BAM in 2024, but it might be very different in a different year. So I think it's good to look at both these indicators. But I would say that when it comes to the shareholders, net profit, of course, is very, very important because that is what might lead to capital redistribution. So for the time being, we look at both or at least both indicators are very important. But for this current strategy period, I'd say if we want to compare ourselves with our peers between 4% and 6%, we're now around about 5%. So we're no longer at 4%. We've come up. We are halfway up our 3 percentage bracket. So that's good news. And we are keeping these things in place at the moment in order to look at these indicators.

Alexander Vanaja is my name. I'm a retail investor. First item I have the day on which the AGM is held. It was always very practical on Wednesday afternoon. Then it moved to Thursday, and I was thinking, oh, gosh, Thursday,for lots of people, that is a busy day, and it's also -- there's more traffic as well. And we saw what happened. It used to be on Wednesday afternoon in April. Now that has changed into Thursday morning in May. Why did you change that? Because I thought it was better to have the AGM on Wednesday afternoon. Can't you go back and organize the next AGM on Wednesday afternoon. Acquisitions. Point number two, the gentleman of the VEB also talked about acquisitions. It was also [indiscernible] not that long ago, BAM conducted an acquisition, [indiscernible] technical installation company in mobile networks. Fine. But I'm just wondering where the building companies are? So my question is really about building companies. Other large building companies are conducting targeted acquisitions. Heijmans is purchasing residential building companies. In 2023, they bought [indiscernible]. And in 2024, [indiscernible]. So they very much target the need for residential building in the Netherlands and will continue to exist for some time, quite possibly. And so such an acquisition will lead to yield almost immediately. And Heijmans seems to be much more proactive than BAM. BAM could have done this as well. What is the reason that BAM has not recently acquired a company focusing on residential building? And I have a third question as well. This morning, when I was stuck in traffic, I was listening to the radio. And then I listened to Ruud Joosten on -- in an interview. It was interesting. It was talk about tariffs, increasing prices, interest rates. And then Mr. Joosten said, well, we buy our materials in the Netherlands, so we're not that vulnerable. Good answer, but I'd like to ask another question about that because suppliers may be affected by import tariffs. And that may affect prices that will be passed on. So indirectly, you might be impacted. So I would say, it might have an impact on BAM indirectly.

Yes. That's for the time being, yes, okay. Well, if I may. Wednesday, well, look, I'm not just going to say,, it's because of Philips. It's a nice atmosphere, isn't it?

Well, Philips. Well, the bulbs are sort of dying out.

No, the real answer, of course, is that for reasons of efficiency, we decided to combine these things. And so we thought the quarterly report could be connected with the shareholders' meeting. It saves money in-house, and I think there's no information lost to the outside world. So when it comes to timing of the Q1 figures, it's the same as always. It's only that we postponed the shareholders' meeting a little bit to later in the year. So we're trying to avoid all this traffic problems.

I say money is tricky?

I guess there's nothing that we can do about that, no. There's cost takeovers as well. As I said, not going to talk about individual matters. I'm not going to talk about other companies either that's their responsibility. And comparisons are fine. But what I can say in general terms is that we've been working on -- how should I put it. I'm taking a clean sweep through BAM, making sure we've got good sound solvency, good sound financials. That was our first priority. And that perhaps is why in recent years, we haven't been looking as a focus on takeovers because if you take a company over, you've got to be in a position to manage it and integrate it. And that may explain why we haven't had any major acquisitions in recent years. It doesn't want the fact we're looking at opportunities out there. But I've also got to say we are -- our organic growth is very strong at the moment, including the first quarter just over. So it's -- we're going for strategic growth basically. And as you said, we notice a strategic move that is in the telecom segment. So that is very compatible with us. There are the other companies out there which would fit us perfectly. But as I said, we are keeping an eye on the market. And who knows what might pop up in due course. We're in a stronger position now at [indiscernible], and we feel that we are in a position to look more at an M&A agenda as it's called. Next, inflation. Well, I'm not going to say we buy everything in the Netherlands, of course, not. What we buy in [indiscernible], that remains our position. I think that BAM is barely impacted by the tariffs at the moment. Now steel, a lot of steel comes from China, but it's limited amount. Because in BAM, we're looking very carefully to see where we get our steel from. That's part of our sustainability agenda. But yes, it's perfectly possible that steel will get cheaper. If the Chinese can't sell their steel in America, it might sell it cheaper here. So this kind of thing is possible. At the moment, all I'd say is in 2025, we don't think the tariffs will have a huge impact on BAM. Always on condition, of course, well, how should I put it? Well, the whole economy might be sideways and that would impact everybody.

[indiscernible], I'm a retail shareholder. You talk about China and steel, and it's very important that quality complies with your requirements. And sometimes they deviate from that, but that's really not my question. It's just a comment. I have a question about the government institute to that commissions building projects, and they clustered their work some time ago and people criticize that. And so what are they doing now? Are they commissioning targeted projects or not? And then there's a delay of building projects because of the nitrogen situation. What about prices? Because this continue -- this situation will continue. And you're doing a lot of coastal work in the U.K. and Great Britain. What is the difference between the execution of the coastal work in the Netherlands? We have [indiscernible] and we build dikes. And the U.K. has a lot of rock formations along the coast. So what is the big difference in terms of execution of these projects?

Thank you. Well, your first question, the water management. We favor a bunching small projects together that makes it more feasible, more workable in practice. So we're working together with the national authorities. I can't say much about that. This is a matter of the ministry has to work out for itself. I think that like I say, our talks are very constructive. But of course, you've also got to look at the tendering rules in the EU, a choice has to be made to bunch projects together when they put into the market. Nitrogen. Well, this is really is a big issue in the Netherlands, not in the U.K., by the way. That's an advantage of being in these 2 very big markets, of course. We are happy with the Prime Minister's initiative to set up a Ministerial Committee and come up with a solution for the nitrogen problem quickly so we can carry on building in the Netherlands in our whole segment. It's not yet clear what they're going to come up with at ministerial level. But we're hoping we're counting on the idea that the Netherlands is not going to grind to a halt completely and that we will be able to carry on building houses. A number of big projects are proceeding anyway, but we certainly hope and trust that we will be able to find a solution to the problem.

But they're not very expedient because they keep postponing things. So it will take a while before you get an answer from the government.

Well, I don't disagree with you there. We can't run the whole world from BAM sadly. Right. The U.K. coastal works. So that really is way out of my field to say exactly what the technical difference are perhaps [indiscernible] will be able to tell us more about it because he manage that. But obviously, of course, it's a very different coast. The U.K. has a huge coastline, very different from others and all kinds of different geographies around the U.K. coast. But most of their coastline is unlike the Dutch coast. So there's all kinds of different requirements for coastal defenses there. So I'd certainly welcome you telling us more about this at another -- on some other occasion. Yes, of course, it is a totally different line of work. Okay. Any further questions? Yes, second round?

I still have another 3 questions. First of all, about the high-risk projects that you still have in your portfolio. What do these risks consist of? And can you give us any idea as to when the runoff these projects will be? Second question, U.K. and Ireland, you have operations. They're called ventures. What kind of operations are they? And what is the future perspective of these operations? Third question, we have a great order book. You said to yourself this morning. But isn't there a shortage of labor at BAM? And wouldn't that be a threat for future results and performance at BAM?

Well, high-risk projects. Well, when we were presenting the financial statements for 2024, we said we were looking at rapidly reducing the number of high-risk projects. Four years ago, we had 23 of them. At the end of this year, we're expecting to have 2. One of them is Brisbane. That's an Australian underground railway. And the third one is Fehmarnbelt. That's a tunnel between Denmark and Germany. BAM is part of a joint venture there. Anything else, well, the projects will either have already come to an end or will be coming to an end in the course of this year. Ventures, well, that is comparable with a number of activities currently underway in the Netherlands. Things that are necessary for facility management, materials, and [indiscernible], that's a company, which does groundworks in the U.K. And they use dynamite for this in the U.K. because of the soil they have there. So obviously, we need to use dynamite there. And that is part of our core business. [indiscernible] is very much part of that in the U.K. The order book. Now this, of course, is a very big issue. We can see that sometimes we have up to 20 different nationalities working on a project because we bring people in from all over the place to carry our business out. Nothing new there. So we're growing our order book and carrying it out. And I think this matches exactly with whether we can get enough resources, whether we can get enough people, materials, but above all people to carry these projects out. That's a day-to-day task. We've always been very successful in doing that in the past. In fact, we've overperformed. We've exceeded our expectations. If you look at the first quarter growth, for example. And this is because subcontractors like working with them. We're a very sound, strong company, and people are happy to work with us longer term, and they're able to do so. I think that's an important factor in being able to implement our projects. Yes, second question from you, sir?

Yes. Well, I'm pleased that you're engaging in timber frame and wood building. And what about compensation? That's my question. What is -- what about diversity and planting forest? IKEA has a forest that is as big as Germany in order to make sure that this is sorted. And if we look at the Hague, for 10, 20 years, they've been promising that they're going to start building. But nothing is going on. Nothing is happening and now nothing at all is happening. So it would be a good idea that BAM would work with [indiscernible], [ Arcadis ], [indiscernible], et cetera, and take the lead in this country so that we start building sustainably and so that we approach things in a climate-neutral way. And there's a big demand for that. And I also see an enormous growth market for BAM. And that is the defense industry. A lot needs to be done for the defense industry, and that can also be done sustainably. So I'm quite curious to hear how BAM intends to deal with that and what kind of possibilities BAM sees in this respect?

Thank you for your question. When it comes to timber, we only work with certified timber. And we're doing that together with the forest management authorities. So we don't use any timber, which doesn't meet those requirements. I'd like to be clear about that. Yes, I think defense is another place where there might be opportunities for BAM. There's lots of barracks around the Netherlands and all of them -- not all of them, but a lot of them are due for an upgrade. So we'll see what happens in due course and we're certainly hoping to be able to take some opportunities up there. When it comes to sustainability strategy, I just say that we will proceed in the most sustainable way possible. Next, please.

Thank you, [indiscernible]. I also work for the VBDO, the Association for Sustainable Development. It's a good thing that sustainability has already been discussed. I just wanted to comment on some of the things that we've been talking about. Nitrogen, and we've been saying, well, there's no policy coming from the Hague. We don't know what kind of situation we're facing. But it's clear that the builders also have to take measures. We also need to do something. We need to build in a different way, more electrification, less exhaust. What is BAM doing in order to reduce the nitrogen? And another issue is the congestion on the grids. BAM is really working on energy transition. And is the building sector doing anything to counter the congestion on the grid? Some building projects can't really be realized simply because there's no grid. There's no capacity on the grid. And if homes are built, they can't be connected to the grid. So people can't move into their homes. Is BAM doing anything in that respect? And I have one more question about living wage that we touched upon. BAM says, well, we do look at what our subcontractors are doing because at the end of the day, they are also BAM staff, but they're not covered by the BAM employment contracts nor by the collective bargaining agreements. Does BAM include anything in its contracts with its subcontractors in order to guarantee that worker receive a decent wage or people working for subcontractors? Is BAM checking up on that regularly? Those are my questions so far.

Yes. Nitrogen, well, what is BAM doing on this front? Well, BAM is proceeding to move to more electric power for our construction processes. So when it comes to CO2, that's in Scope 1 and Scope 2, but you can make a link between that and nitrogen. So yes, indeed, it's a big priority for BAM to make sure that every project produces minimal emissions. And we're doing very well on that. Then there's a number of the projects that we hand over. We try to make sure that the buildings we come up with are as sustainable as possible, which means there'll be less emissions. So we are working flat out on this issue. And yes, we are asking for clarity from the government. Yes, that's right. Perhaps they should be focusing on different sectors, which produce much more nitrogen than construction does. But we've got to take on our share of the burden and we've been doing this, electrifying the whole fleet. Everything we do is underpinned by sound calculations. We've got people working on it. And that is us making our contribution to the nitrogen question. Next, we have this matter which is an opportunity and for us because we've got investments in all of our markets because we're becoming more and more electric. So how does this fit in with the grid? Of course, the grid needs to be upgraded. And BAM is a big player when it comes to the electricity grid, both at national and local level, how should I put it? We have a very -- we are major players there, making sure there's enough electricity and upgrading the whole national grid. I think it's a 10-year story. If you look at everything that needs to be done, there's hundreds of billions to be invested in this matter. And so on the one hand, yes, it is a challenge because you haven't always got the electricity you need. But I'd say for BAM, it's an opportunity because it is part of our own growth agenda. Living wage. Now we got this of course in our code of conduct. But if you want to say how do we make sure that our subcontractors abide by it? Well, we get to sign up to a particular code of conduct. If they want to work with us, and that's explicitly how they should treat their staff. That is one way of make suring that the people we work with are responsible when it comes to living wage.

My name is [indiscernible]. And I'd like to look back on a number of things that I remember that used to be issues here at this company. One of these things was we operate in all sorts of countries in the world, also countries that we'd better not be in. And at some point, you decided to only work in the U.K., Ireland and the Netherlands and Belgium. Well, today, I've been hearing about all sorts of other countries, Belgium, Denmark, the underground railway in Australia, where we are also involved in. And then you also have a participating interest in the tunnel between Germany and Denmark. And I visited it not that long ago. I saw it with my own eyes, and they're working on that, but they still have a boat. I took the shuttle there, but I'd like to hear from you what the policy is concerning the countries that we want to operate in or that we don't want to operate in because my impression is that slowly but surely, we're ending up in all sorts of countries and that the number of countries we operate in is increasing instead of only limiting ourselves to those 3 countries you mentioned.

[indiscernible] I can reassure you, Yes, I think it's absolutely true. We're not going to be doing this in the future. So the projects that were already under contract will be completed. That's part of our responsibility of due course. And Brisbane is one such project that's part of BAM International. I'm pleased to say our U.K. branch has taken that over, and they're going to be bringing that to a conclusion. And the same applies to Fehmarnbelt, the tunnel between Germany and Denmark. That's about a 15-year project really. We've now got to the point where the first components of the tunnel have been manufactured and are ready to be deposited. But that's what we're currently doing. So I said we used to have 23 of these projects. At the end of this year, we expect to have 2. And it is certainly not our policy to get back into other countries as a strategy.

What about the schools in Denmark? How did you end up with that?

Well, before we announced the strategy, we were under contract there. And in the first quarter, we were able to bring things to a conclusion and hand over to the clients.

Something else, cost increases a couple of years ago. That was a topical issue as well. In any case, last time I attended the AGM in 2022, I asked questions about that. And now we're not hearing a great deal about this. Is it no longer an important issue high on your priority list. But nonetheless, I am interested in it. What about the wage increases that you've agreed on with the trade unions? What is the wage increase that you agreed on for this year, for instance? And what about the price increases of building materials? Have those price increases stopped? Or what about timber becoming more expensive and the possibility of passing on these increased costs because that used to be a problem a couple of years ago. So how do you feel about that right now?

I think this is 2 different matters, materials and pay. Now pay rates have gone up a great deal after COVID, a lot of inflation there. Not to say that, that's the end of the story. Looking at 4 countries, we can see significant wage increases in order to enable our people to keep up with inflation. So that's very much still a hot topic. We have to face it. Now currently, we include those in calculations in our tenders and our customers are currently accepting these wage increases. Regarding materials, well, there's a significant downturn in inflation there. Now when the Ukraine-Russia war began, we had huge price increases. Some of those have actually -- prices have come down a bit or completely. So I think we say the materials inflation is not really such a matter, but energy. It's still a huge problem for everyone. I think everyone who uses a lot of energy. So it's still very much a topical issue. But I think you weren't with us the last couple of years, so you weren't keeping up with the news.

Correct. I can tell you after the meeting why I didn't attend the last 2 AGMs. My last point was your contracts. I remember well that public-private partnership was something really exciting, and you reported on it separately, PPP, I think it was. But I stopped hearing about that, and I don't really read a lot about it anymore. And what about old-fashioned tenders based on prices? The companies that offered the cheapest price was awarded the work. And that is a thing of the past as well, I believe. Or do you still compete on the basis of prices? That was really my last question. And which measure do you still compete on the basis of price when you try to land projects? Or is it that nowadays, it's all about how green you are, how much services you can provide and how quickly you can start your project and things along those lines? Do you still compete on the basis of price? Or is it -- has it become a thing of the past, which is what I suspect.

The first thing you're talking about was PPP. And indeed, that is something which BAM is no longer involved in because we sold our 50% holding in Invesis. [indiscernible] we sold 100%.

There no new projects are there?

Well, in the Netherlands, certainly that kind of contract is very unpopular. And in the U.K., it's on the way down. So I'd say in our core markets, it's not a very popular form of contract, and it doesn't fit in with our strategy either. Do we still compete on price? Oh yes, price is an important part of every tender. But we try, of course, to look at projects where timing, quality and sustainability are key factors because that's something we are very good at with our people, with our expertise. We have a great deal of expertise for sustainability. And we always want to mention that in every tender, when you have a large-scale tender where the only thing that matters is price, then that's really not attractive to BAM.

So I'm more or less right?

You're absolutely right. Are there any other questions?

If not, then I conclude that you have noted the Executive Board's report, and I'd like to move on to the financial statements. You can find these on Page 130 and the following, drafted by the Executive Board and approved by the Supervisory Board. I'd also refer you to Page 49 of the annual report, where it tells you that the Supervisory Board takes a view that the financial statements for 2024 and the report from the Executive Board and the report from the Supervisory Board form a good basis for reporting the Executive Board's work and the Supervisory Board's work in supervising the Executive Board's activities. The external auditor's statement can be found on Page 183 and following of the annual report. Before we discuss the financial statements, I'd like to invite Mr. [indiscernible], who is here for EY. He is responsible for checking the BAM accounts and financial statements. He'd be telling you about what he did here. I'd just point out that for today's meeting, EY has been exempted from its duty of confidentiality. I'd also say that EY has a duty to take corrections. So it is to say that if any statements that are made in today's meeting which turn out to be materially incorrect in the picture of the financial statements or the auditing activities. If it turns out incorrect, EY will ask for a request for correction, and that could happen either at today's meeting or before the minutes are finally adopted. I'll now give the floor to Mr. [indiscernible], who will be telling us about his auditing activities.

Yes. Thank you, Chairman. Yes can I have these slides myself? Yes, excellent. Well, thank you very much. I'll tell you about the auditing activities for 2024. My name is [indiscernible]. I work for EY, and I'm responsible for the last stage of approvals of the accounts for BAM. The last time I was here, it was my first go. I said that this is something which should take very, very important, attach a real importance to in the auditing world. And I'd say we still apply very much to 2025. And for the Supervisory Board as well, we have looked at the real guarantee that we can do our work independently. You can see the list of points on the screen. A great many of these topics are known to you I think. You can see that sustainability, ESG and CSRD are a different matter. And then Item 5, the assurance plan for 2025. We gave you a glimpse of the 2024 assurance plan last year. We have very positive feedback on that. So that's why it is on the table as an agenda item today. Well, this is a summary. This is our audit and assurance approach, as we call it. Starting on the left-hand column, you can see the scope. What did EY auditors actually do in 2024? Well, of course, we're looking at the consolidated simplified financial statements in order to get a reasonable degree of certainty that the financial statements are already correct. Then we look at the entire report, the Management Board's report, the Supervisory Board's report. We look to see exactly what [indiscernible] what they're saying about risk management, governance, remuneration, but also all the other data. It's all there. Is it compatible with the financial statements? And is it compatible with all of our observations during auditing activities? Then finally, a saying we've heard about quite a lot already, sustainability of the sustainability segment. In 2024, we met the CSRD requirements. I'll tell you about that in a moment. Looking at the strategy and execution. Well, here, there's a number of topics. I won't run through them all. As I said, EY is the final responsibility as auditors. And here, we are big. We are a large professional team working on this. And we work together in the Netherlands with a number of specialists on matters such as taxation, pensions, IT, valuation, reporting and all kinds of other things. We have a number of teams working on what we call components service segment within BAM. We've got teams in the U.K., Ireland and Belgium. And we have contracts and visits throughout the year to make sure that they are focusing on the right topics and are doing the work in the way that we wish them to do it. Now a number of non-EY auditors are involved, particularly when it came to Fehmarnbelt project. We got together with a number of people involved in that, and also the BAM Finance Director. Materials. Now here, we're dealing with error tolerance, that is to say we look through the financial statements in order to get a reasonable degree of certainty that the financial statements are correct. That's not 100% certainty. And that means, of course, that we have to have some error tolerance. This is a quality and quantity side. We look here at a percentage when it comes to quantity. We look at this as a percentage of turnover. So when I told you about the 2024 assurance plan, we're looking at the percentage and it was 0.75% of turnover leading to EUR 45 million. 2024, it was significant reduction in the percentage. This is because of what Mr. Joosten was saying, we have a different strategy, less risk in the order book, more stability, more predictability. And that's why we decided to come up with a higher level of error tolerance. Aside from materiality, there's a reporting threshold. So all errors that we identify if they're more than EUR 2.25 million are reported on and corrected, basically speaking. Other important topics, continuity, fraud, compliance with legislation. Now of course, we give that a lot of our time and attention, but the thing we must be focused on are the key audit matters. You can see this on the top right-hand corner of the slide. So I'll tell you something a bit more about those now. You can see 3 key audit matters. It's important to note that in 2024, there were 4 of them that again because the company had a different risk profile. The valuation of goodwill was the fourth item in the past. That still is important, but rather less important than the key audit matters because we can see that the goodwill is going down with the result that the risk is also going down. So we've got 3 points there. You can see valuation here again. Looking at projects that are currently underway and also looking at our land holdings. We have the methods used here. The assumption is made. Management information, the models used because there's just consistency across the years and of course, how things are set out in the financial statements. Now of course, we've got this question of reporting on turnover ties in very much with how we evaluate our projects. Now investigations by the Dutch authorities in 2024, along -- again, of course, a lot of attention here to scope, looking at outcomes, looking together with the 2 boards, looking at the final report from the public prosecutor's office question of bribery and falsification of documents. We had full communication on this matter, and we came to the conclusion that it is set out satisfactory in the financial statements. This is now closed and will not be raised again for 2025. Sustainability. Well, we've heard about that a few times today already. A lot is happening here. We had a lot of consultations with a great many members of staff within BAM, but also with the Executive Board and Supervisory Board. Now the report is CSRD and ESRS compliant. That's not -- that doesn't happen automatically, so a pat on the back for that. And I think that BAM has been in a position to write the report in a very comprehensive way, and that's very much part of BAM's sustainability strategy. We're also being transparent about what isn't yet in place and what we're going to do to put that right. Now you can see our findings on Page 193 and further of the annual report. But what you'll see, we got some emphasis matters -- emphasis of matter paragraphs. These are things that we want particularly to draw to your attention because they're important. This is the question of double materiality analysis. We did that completely in 2023, 2024, an update. 2025 will come to the end of the cycle. So new things will crop up, and that's what we want to draw attention to. Another thing we want to draw your attention to is the inherent uncertainty of the information we use, particularly when it comes to CO2 emissions, Scope 3. We got information coming in across the entire value chain. BAM uses the figures which are simply not guaranteed. Now communication and interaction. Well, in the course of the year, the Executive Board and Supervisory Board will be very much involved in reporting on a number of topics quarterly. We're involved every quarter on that. Everything is lined up as much as possible with all the individuals involved. And we can see in the first quarter figures, you've got the assurance plan, looking at the scope of our auditing activities in the coming year. Last year has now been completed. Second quarter, we'll be giving observations regarding the midyear figures. What's important there is that we do this in -- for 2024, we did this 3 weeks earlier than in 2023. The third quarter, end of October, early November, that's when we write our management letter, feeding back on quality of internal management. What's worth mentioning there, I think, is that we can see a company here, which is very committed to giving full information and following up on our findings. And that means that the letter will be quite positive. And then in February, we report on the complete year with the findings you've read in our report. So the financial statements do give you a good reliable view of the situation, the costs and income and so on in 2024. The financial statement, the sustainability statement is also satisfactory and everything legally required has also been abided by. So in the course of the year, we have a lot of interaction. We always feel there's an open, constructive, critical dialogue with each other. We all take our responsibilities. Finally, the Assurance Plan 2025. We were discussing this with the Audit Committee last Tuesday. Yesterday, we talked about it with the Supervisory Board and they finalized it. And what you can see here is a slight increase in materiality. That's because the risk profile is continuing to go down. Then scoping, that is the topics we will be looking at. That has been adjusted slightly. And when it comes to key audit matters, we have 2 because, as I said earlier, the public authorities have ceased to investigate. Now of course, we're going to continue looking at our sustainability segment. BAM is going to continue focusing on this. We want to improve this in the future. So we can give a limited assurance here. We assume this will be dealt in a positive way in the coming agenda. Another thing I think that's important is to say that in addition to the financial statements, BAM also produces a tax report every year. We've got that on the website. We've got limited assurance in 2024. 2025, BAM wishes to improve this further, and we want to make sure we keep in line there. Finally, naming KPMG to be the auditor in future. 2025 will be our last year assuming that you do go on to nominate KPMG. And of course, we will make sure that the handover can go smoothly. That's it, Chairman. And of course, I'll be happy to deal with any questions. Any questions for the auditor? Go ahead, please.

Well, I don't know whether I should ask these questions to the auditor. Otherwise, I'll ask a question to the Supervisory Board. This materiality limit has been increased, but also anything that needs to be reported to the Supervisory Board, that has also been increased. So the [ CEV ] is much coarser really, but that hasn't led to lower auditors' costs. So I'm wondering why the Supervisory Board agreed with this that has changed because you would want the auditor to report everything to you because that also provides you with information.

Yes, materiality. Well, of course, yes, we do look at this appropriate level. 0.75% was appropriate for 2024. We do see the trend of the risk profile. So I think we can see there's less risk involved in the company's activities in 2024. We still look very intensively at the Danish project, for example, Brisbane and so on. So although perhaps we are not shifting things as finally as we were, you can rest assured we have an appropriate response to everything that we regard as being the risk. This is a qualitative side. So it's a professional assessment when we strike a balance. And if we see that there's something less than EUR 2.25 billion, but we nevertheless want to report it to the Board, then we do.

And there is [indiscernible] you may talk to [indiscernible] media accounts.

And there's no link with the bill, the auditor sends us. Well, I would have expected you to have negotiated as much. But anyway, so this increase of the reporting limit, is that -- was that acceptable to the Supervisory Board? I would like to hear a bit more about that.

Well, I think that is the risk profile that we've mentioned several times today has led to raising the threshold value. And it's not us that set the threshold value. It is the auditors themselves and they do this in an independent way. And this, to our mind, confirms that we have moved away from profile where -- which wasn't the profile that you wanted. It wasn't what we wanted. I think this is a natural consequence rather than being a guiding factor for our auditor. No further questions. Oh, I do make a pardon. Go ahead, please.

Would I consider important is you always talk about the obligation to perform and not to take an effort. Well, we agreed that in 10 years' time, we would build 10 million homes. So this is an obligation. What about the lobby on the part of the building companies towards the auditors and the government in order to build in a sustainable way. You will have children and grandchildren, I assume friends, acquaintances children are longer able to obtain homes.

This is really a question for the auditor.

I know I'm sure about that because the auditors -- they sit at the table with the Boards and the government, and there's a lot of expertise I'm calling on them, not only here at BAM, but I do so at all AGMs as you well know to start professionalizing things very quickly and to start working on a performance obligation. And to make sure that things are sustainable and not consume as much energy and as much water, and that must be possible. But what about the lobby? How is that organized? Because I think that you also have to report in a very transparent way about lobbying and the more lobbying takes place in the hey, the better it is.

Just taking what you were saying into account, I will fish the bits directly relevant to us. I know the organization is very much committed to children responsibilities, including in discussion with politicians, but I'm here to tell you about the findings of the audit in 2024. And that really is a different topic. That's all I have to say.

Chairman, my name is [indiscernible], as I said. I have a question to the auditor because the auditor, in his Professional Association, MBA, they have a guideline 11.49%. And in the pages that you included in the annual report, I see nothing at all in terms of what you mean to explain in this guideline 11.49%?

I don't know the figures of top of my head. Can you talk about the figures are.

11.49% in this paragraph, it says that there has to be a supervising authority, and you have argued extensively that you have all sorts of committees that work with you, but you don't tell us who the supervising authority is and why didn't you include and specify who the supervising officer is? And you have a colleague, [ Wendy Kroger ], who got a PhD just on the 25th of February with a thesis of 25 -- 225 pages in terms of why the auditors find it so difficult to look back.

Yes. We're just talking about the supervisory authorities. These are independent authorities, and they were very much involved in auditing 2024. This is someone who's not involved in the audit itself. What they do is they make sure that the team and me have done everything before we are authorized to issue our report. There's all kinds of formalities, which we observed scrupulously. So before signing the state of the report, I get the supervising authority independent green light. We did do that, and we went through every legal requirement.

Good. But the guideline, 11.49% also says that this supervising assessor also provides you with comments and criticism and did you get these comments?

Yes, I'm delighted to say, yes, because this person takes this job worked very, very seriously. It's an ongoing process. So across the whole year, we have regular formal measurements of what's going on. And I then get feedback from the supervising authority about my work and we take what they say very, very seriously.

Very well. And what are the main subjects in your management letter? Safety amongst others.

Safety is one of the things, it's an important topic, then internal management regarding financial reporting, a little bit less sustainability report because that's to do with a matter of certainty that we can apply.

No further questions for the auditor. Okay. In that case, I'd like to thank Mr. [ Deong ] for his presentation. No further questions.

Can I ask a question about the financial statements?

Is it a question to Mr. [ Deong ].

No, no, no. No, the question about the financial statements. The explanation of the performance of joint ventures and participating interest was very much concentrated on the sale of Wayss and which is why other joint ventures sort of faded away. And so it's no longer clear anymore which joint ventures or participating interest have produced certain parts of the performance of the results. So I'd like to know about that. And then the subordinated loans that have been provided to participating interest and joint ventures. And in the explanatory notes about financial assets, it says that no provisions were taken. But under participating interest, it says that in terms of the subordinated loans, the provision has increased to EUR 14 million. So provisions have indeed been taken. So I'd like to receive some further explanations. And in the accounts, we can't really find that amount anymore. So I wonder what happened to that.

I'm looking across to our new CFO to answer that. I'd say these are very small movements really. I think in strategic terms, we're moving away from joint ventures and investors. And I think these are very small points compared with that move. Henri, I don't know if you'd like to add something.

Yes, participations and joint ventures. So we're not giving information on individual projects. But it's a strategy we have chosen for, and we are, of course, reporting on the outcomes of this. Now joint ventures are financed within the joint venture or by partners, and that can lead to loans and so on we have normal management and reporting on those. We deal with those on a quarter-by-quarter basis. There's been no significant movements there. Nothing we found in the past period.

Okay. And is that really it for the questions? No questions. No financial statements. Okay. In that case, I would like to invite you to vote on the adoption of the 2024 financial statements. Please cast your vote. And now we move on to the dividend proposal. The Royal Bank Group always seeks to issue a predictable dividend based on solid results and in accordance with the financial objectives and of course, taking account of the company's financial situation. The dividend we seek to pay out is between 30% and 50% of net profit. BAM's proposal for 2024 is to pay out a dividend of EUR 0.25 per share. This is a payout ratio of 35%, rounded figure of the net result. On the basis of this proposal or according to the number of shares at issue on the 31st of December 2024, there will be a maximum of EUR 66 million paid out to shareholders for the year 2024. The ex-dividend date is the 12th of May and the record date, the 13th of May this year. The dividend will be paid out in cash on the 6th of June. Contrary to previous years, BAM is not giving you the option to receive a stock dividend. The floor is now open for any questions. Everyone is happy to see the dividend going up. It looks like it. I can imagine your feelings. If there are no further questions or comments, then I would invite you to cast your vote on the proposal to pay out EUR 0.25 per ordinary share for 2024, payable in cash and to be paid by the company. Now discharge of the members of the Executive Board for their management in the financial year 2024. Mr. Joosten, in fact, the current situation. The general meeting is requested to grant discharge to the members of the Executive Board for 2024 for the members who are members of the Executive Board in the course of 2024. This discharge concerns all liability in relation to the exercise of their duties in the financial year 2024 to the extent that such exercise is apparent from the report of the Executive Board, the annual financial statements announcements during the general meeting and other public disclosures prior to the adoption of the 2024 financial statements. The floor is open for questions and comments. No further questions or comments, then we move -- I would invite you to cast your vote on the proposed discharge of the members of the Executive Board for their management in the year 2024. 6b, discharge a member of the Supervisory Board for the supervision of the management in the financial year 2024. Any questions or comments here? I note there are no. Therefore, I propose the general meeting to grant discharge to the Supervisory Board. The discharge is granted to persons who held the position of Supervisory Board member of the company in the year 2024. The discharge concerns the exercise of their duties in 2024 to the extent that such exercise is apparent from the report of the Supervisory Board, the report of the Executive Board, annual financial statements, announcements during the general meeting or other public disclosures prior to the adoption of the 2024 financial statements. Could I invite you to cast your vote on the proposed discharge of members of the Supervisory Board. Moving on to the composition of the Supervisory Board. The proposal is -- by means of a press release on the 30th of February 2025, the company announced that the Supervisory Board intends to renominate Dr. N.M. Skorupska for reappointment as a member of the Supervisory Board. Ms. Skorupska was appointed in 2021, and the proposal is for a second 4-year period. The Central Works Council supports the nomination of Ms. Skorupska and does not wish to present any candidates of its own. The Supervisory Board internally discussed the intended proposal of reappointment. In the past 4 years, Dr. Skorupska made a valuable contribution to the discussions and decision-making in the Supervisory Board, not only as a member of the Board, but also as a member of the Remuneration Committee, a member of the Nomination Committee and a member of the Health, Safety and Sustainability Committee. The members of the Supervisory Board noted that Ms. Skorupska has extensive experience in the energy industry. She gained deep knowledge of developments in the area of sustainability, more specifically in the fields of renewable energy and clean technology. With a broad interest in infrastructure development, research and development in energy and circular economy, Dr. Skorupska sits on a number of advisory groups for these areas in the U.K. This knowledge and experience, particularly with regard to the construction and energy in the U.K. is very valuable for BAM with her professional background, enthusiastic personality and energetic leadership style make her an excellent member of the Supervisory Board. Ms. Skorupska will be strengthening the skills within the Supervisory Board, thanks to her expertise. Members of the Supervisory Board have come to the conclusion that Ms. Skorupska fits in very well with the profile required for the Supervisory Board, and we therefore present her for renomination. Further information regarding Ms. Skorupska can be found in the annotated agenda and also communicated to you on the company website. Your meeting has not chosen to put forward any other candidate and the Supervisory Board, therefore, confirms our proposed renomination of Ms. Skorupska for a period, which will come to an end of the Annual General Meeting of Shareholders in 2029, that is the same 4 years' time. Any questions? No, then I would invite you to vote on the renomination of Dr. Skorupska. Reappointment of Mr. Paul Sheffield as member of the Supervisory Board. By means of the same press release, the company also announced that the Supervisory Board intends to nominate Mr. Paul Sheffield for reappointment as a member of the Supervisory Board. Mr. Sheffield was nominated in 2017 and was reappointed in 2021. This would be a further renomination for a 1-year period because the Supervisory Board thinks it is important to keep Mr. Sheffield's extensive knowledge of the building sector on board for a year further, and this can also lead to further flexibility in terms of when members leave the Supervisory Board. The Central Works Council supports the nomination of Mr. Sheffield and has not recommended any other candidates. The Supervisory Board internally discussed the intended proposal of reappointment. In the last 4 years, Mr. Sheffield has made a valuable contribution to the discussions and decision-making in the Supervisory Board, not only as a member of the Board, but also as a member of the Audit Committee and a member of the Health, Safety and Sustainability Committee. The Supervisory Board members noted that Dr. Sheffield as a former CEO and Executive Director benefits from extensive experience in the management of large publicly listed organizations as well as in the development and implementation of strategies. In addition, due to his long-standing career at major British construction companies, he possesses extensive experience and expertise in the construction center in the British domestic market, which is a significant market for BAM. Mr. Sheffield also has extensive international experience. With his knowledge and experience, Mr. Sheffield further strengthens the competencies of the available Board and the Supervisory Board. The members of the Supervisory Board have therefore reached the conclusion that Mr. Sheffield fits well with the Supervisory Board's profile and qualifies for reappointment to the Board. All the data regarding Mr. Sheffield is set out in the annotated agenda and were also published on the company website. Your meeting has not chosen to put forward any alternative candidates. We, therefore, confirm our proposal for renominating Mr. Sheffield for a period to end at the Annual General Meeting of Shareholders next year, 2026. Are any questions on this?

Yes. My name is [ Henk King. ] I'm -- I have a couple of questions. I wonder what the situation in terms of the planning to search for new members of the Supervisory Board because I assume that the idea is to find a successor to Mr. Sheffield in a year's time. And I'm not even talking about a successor to Mr. Boon because I understand that today, he is participating in his very last AGM.

Yes, that's a good question. We examining that question ourselves very often. We don't just think of 1 year. We think of several years. And at the end of Mr. Sheffield's term and Mr. Boon's term, as things currently stand, they were happening at the same time. We didn't think this is a good idea. So we decided that Mr. Sheffield should be invited to stay for 1 additional year to make a contribution to the Supervisory Board. Now of course, we are currently involved in discussions regarding who should fill the vacancy, which will come up in a year's time, and we will keep you duly informed.

It's about one vacant position.

I assure you that it will be someone who knows this field of industry. Mr. Boon has been with us for a long time. Now we know that his term of office is coming to the end. But certainly, it's very important to make sure that we find a really good replacement person in due time. And as you said, with Ms. Hanson nomination, we've already managed to fill one vacancy. We'll come on to that in a moment. And we therefore, decided that we should have an extraordinary General Meeting of Shareholders where we will be able to nominate at an early stage, which means to have one additional member in the hope and confidence that we can have a smooth handover, of the Chair -- of the audit Chair's role, which is a very important part of the Supervisory Board.

So I understand that you've been thinking about this for a long time. And at every meeting, the Supervisory Board, you discussed potential new members and where they'll be coming from.

I can't promise you that line in every meeting, but I can certainly say that continuity is one of the most important tasks of the Supervisory Board. And that includes continuity of the individuals on both the Executive Board and the Supervisory Board.

And last year, you found one new member. And then there's another new member. You don't need that because Mr. Sheffield has requested an additional year because you didn't want the 2 gentlemen to leave today at the same time. And of course, you don't want to start looking for a new member too early, only once you need it. And then I suppose you just trust you'll be able to find someone within a reasonable period of time. There will be enough candidates here and in England. It would be strange if you wouldn't be able to find anybody Yes, I also have full confidence that we'll be able to find someone.

Perhaps wait to see what happens to this Mr. SheffIeld. Thank you. Any further questions regarding Mr. Sheffield. No, in that case, I would invite you to cast your vote on his proposed reappointment. Now before we go on to the next agenda item, I'd just like to call to mind that Mr. Boon will be leaving the Supervisory Board at the end of today's meeting and also stepping down as Deputy Chairman. Now Mr. Boon joined us in 2017. And since then, he's been chairing the Audit Committee. From 2019 onwards, he's also been Deputy Chair of the Supervisory Board. On behalf of all the Board and the Executive Committee, I would like to thank Mr. Boon most sincerely for all his commitment, his wisdom and his input. And thanks to him that the audit function within BAM has reached a very high level. He's done excellent work in a highly cooperative spirit, including work together with the external auditor. We attach great value to Mr. Boon's expertise and experience. We will also miss him very much on a personal level. I hereby wish him all the very best for his future activities, and I wish him good health. So Gosse, we emphasized this during our little get together to mark your departure. You have been a tire of strength within the Supervisory Board. And we were saying to ourselves, yes, there's a pre-Gosse age and a post Gosse age. And now we're going back to the post Gosse, and we really will miss you. Thank you for everything, Gosse. Mr. Boon will be succeeded as Chair of the Audit Commission by Ms. Hanson, who was nominated as a member of the Supervisory Board at the Extraordinary General Meeting of Shareholders on the 6th of November last year. Mr. Elfring will be taking over as Vice Chairman of the Supervisory Board after today's meeting. Ms. Hanson is certainly not able to be with us today, but has presented us with a short video. We will play you her video now. [Presentation]

Hello, everyone. It's a real pleasure to join you today and to have the opportunity to introduce myself to you I'm delighted to have joined the BAM's Group Supervisory Board, and I'm very much looking forward to performing the role of the Audit Chair, and I'd like to take this opportunity to thank Gosse Boon for his excellent and conscientious chairmanship of the Audit Committee. And for allowing me to work alongside him over recent months. I have big shoes to fill. By way of background, I trained as a chartered accountant with KPMG, and I spent over 35 years working in senior executive and nonexecutive roles across regulated industries, from financial services, where I spent the majority of the first part of my career to infrastructure and utilities, government charity, not-for-profit and public service. I'm currently the Chair at Dwr Cymru Welsh Water, where I've served on the board since 2021. I'm now Executive Director at HM Treasury Department; and John Lewis plc, a major U.K. retailer. I've also been in magistrate for nearly 20 years, a job which I'm not doing. Previously, I've held executive and nonexecutive roles at organizations, including Aviva, the insurance company, Direct Line Group and a major charity in the U.K. the Disaster Emergency Committee. My particular strength that I bring include a strong focus on governance, internal controls, risk transformation and purpose-led leadership. A bit about me personally. I live in the U.K., where I have 2 children, both of whom are engineers. Outside of work, I've very much enjoyed traveling, walking and classical music, both playing and listening. I chair indeed and play in a semi-professional Orchestra in the U.K. It was a clear sense of purpose and ambition. This is a company that not just builds infrastructure but positive societal impact I was particularly impressed by BAM's commitment to sustainability, innovation and long-term value. So my values are strongly aligned with groups. I believe in the vision of building sustainable tomorrow, and I look forward to bringing a fresh independent perspective along with a strong track record of holding organizations to account in a constructive and forward-looking way. Well, we are not buried in all centers or ballpark or e-meetings, you might well find me behind the music tend. I talked about the music earlier. I'm actually a trained classical violinist, and I was a professional musician for a year before we saw the light and decided to become a chartered accountant. And whilst working as a professional violinist, I played at many royal and civic occasions, including playing for the king a number of times. And I chair and play in a semiprofessional orchestra, which I love. Thank you for listening to my remarks today. It's been a pleasure to talk to you, and I very much look forward to seeing you all in person next time. Thank you.

Well, thank you for that message, and we wish the sense all the best in her new role as Chair of the Audit Committee. Now membership of the Executive Board Item 8. Nominating Mr. Henri de Pater as member Executive Board. In the press release on the 25th of October 2024, the company announced the Supervisory Board in decides to nominate Mr. Henri Pater for appointment as a member of the Executive Board in the role as CFO. The Central Works Council supports the nomination of Mr. de Pater. The Supervisory Board, therefore, confirms its intention to nominate Mr. de Pater for a picture office, which will come to an end at the Annual General Meeting in 2029, a 4-year term. The Supervisory Board has availed itself of its legal right to have a binding nomination. The Supervisory Board internally discussed the nomination for appointment and concluded that Mr. de Pater has broad experience within the company and in the construction, civil and property industry as well as extensive knowledge and experience in the financial profession, corporate finance, risk management and change management. Additionally, the Supervisory Board values his commitment and effective leadership style. For this reason, the Supervisory Board reached the conclusion that Mr. de Pater fits well with the profile of with the profile for the role and qualifies as appointment to the Executive Board. The further information regarding Mr. Henri de Pater be found on the annotated agenda and also the company website. I'll now give Mr. de Pater, the floor to say a few words.

Thank you, Chairman. Dear shareholders, of course, it's a great honor for me to introduce myself to you as a candidate for the role of CFO of this wonderful company. My name is Henri de Pater. I've been working for this organization for 28 years, and I have developed a broad financial background. My academic basis is accountancy and business administration, and I had several financial positions within BAM across my career. Finance Director of our building company in the Netherlands and later, I became Director of our Property business, and then I had international positions. In my most recent role for more than 3 years, I was responsible as a Finance Director for the division, United Kingdom and Ireland. I very much believe in our strategic agenda that we've adopted, and I'm absolutely convinced that the course that we have chosen as a company will further reinforce our company. As a future CFO, I see it as my responsibility to pursue this strategy with energy, passion and professionalism.

Any questions for Mr. de Pater or about Mr. de Pater for the Supervisory Board. If not, I view Henri as being a further confirmation of our proposal -- we are delighted to have someone in-house who we can nominate, someone with so much experience within the company and particularly in the geographical zones, which are important to us. You've been a real bridge to strengthening the bonds between the U.K. and the Netherlands, which are already very good, but they have further improved, thanks to Mr. de Pater. I therefore conclude there are no questions. I would then ask you to cast your vote on nomination of Mr. de Pater to the Executive Board, and we move on to agenda item 9. This is more a technical point, the cancellation of shares. You're invited to approve reducing the issued share capital by cancellation of ordinary shares. This will lead to further flexibilization. The cancellation may be executed in one or more tranches as the number of shares that will be canceled shall be determined by the Executive Board, subject to the Supervisory Board's approval of a maximum of 10% of the issued share capital as of the 31st of December 2024. Only ordinary shares that have been acquired or will be acquired and are being held by the company can be canceled. Ordinary shares currently held by the company to meet obligations under employee incentive plans will not be canceled. The Executive Board will register the resolution of the general meeting to reduce the issued share capital and any resolution of the Executive Board to implement the reduction of the share capital with the Dutch Chamber of Commerce. The resolution to reduce the share capital will be valid until the end of the Annual General Meeting in 2026, which will be held no later than the 30th of June next year. I don't know whether it will be a Wednesday, by the way. According to the legislation, cancellation may not be affected earlier than 2 months after a resolution to cancel shares is adopted and publicly announced. Any questions on this item? No. In that case, I would invite you please to cast your vote. Agenda Item 10, confirmation of the Executive Board's authorization to issue firstly, 10a, issue respectively, grant rights to acquire ordinary shares and cumulative preference shares F. The general meeting is requested to designate the Executive Board for the duration of an 18-month period starting on the 8th of May 2025 as body authorized to issue and/or grant rights to acquire ordinary shares and/or cumulative preference shares F. Up to a maximum of 10% of the ordinary shares and cumulative preference shares outstanding at the time of the general meeting, such subject to the Supervisory Board's approval. The Executive Board takes a view that it is in the interest of the shareholders to grant this authorization. It enables the Board to respond rapidly to change if necessary. A decision by the shareholders in individual occasions would take too long and would attract publicity. The reason for this authorization is requested is not that the company has any specific purpose in mind, but simply enables the company to act quickly if required. If the authorization is granted, it will replace the authorization granted by the general meeting on the 10th of April last year. Any questions on this item? Or should we just continue for this year? Okay. I invite you to cast your vote on this agenda item. Agenda Item 10b, excluding or restricting preemptive rights upon issuing or granting rights to acquire ordinary shares. The general meeting is requested to designate the Executive Board for the duration of an 18-month period starting today as the body authorized to exclude or restrict the preemptive rights upon issuing and/or granting rights to acquire ordinary shares up to a maximum of 10% of the number of ordinary shares and cumulative preference shares. This only has relevance to the 10% threshold mentioned in agenda Item 10a a moment ago. Any questions on this? If not, I would invite you to cast your vote on this. Agenda item 11, authorization of 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 a duration of 18 months starting from today and 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 the acquisition at a price, excluding expensive, not lower than the nominal value of the shares and not higher than 10% above the average of the closing price on the shares in Euronet and the 5 days directly preceding the acquisition. This authorization, if granted, it will replace the authorization granted by the general meeting last year. Any questions on this? If not, please would you cast your vote on this authorization of the Executive Board to have the company acquire ordinary shares in the company's capital. This takes us to Item 12, which is an item that doesn't appear every year, fortunately, that's the appointment of KPMG Accountants N.V. as external auditor responsible for auditing the financial statements, 2026, 2027, 2028 and also responsible for providing assurance regarding the sustainability statements for these years. The general meeting is requested to appoint KPMG Accountants N.V. represented today by the signing partner, Mr. [ Smith ], to appoint him as an external auditor responsible for auditing the financial statements for 2026, 2027, 2028 and in the event the Sustainability Reporting implementation Act comes into force, responsible for providing assurance on the sustainability statements for these years. The company is required to change its auditor after a maximum period of 10 years. EY Accountants was first appointed in 2020 -- sorry, 2015, and BAM was therefore required to select a new auditor to audit the financial statements from 2026 onwards. With respect to the selection process, I'd just like to inform you that Mr. Elfring acted as Chairman on the Selection Committee on behalf of the Supervisory Board. Mr. Boon, as Chairman of the Audit Committee, was not involved in the selection process due to a conflict of interest arising from his previous role as a Supervisory Director of KPMG. I would now like to ask Mr. Elfring to give us a brief explanation of the selection process itself.

Thank you very much, Chairman. In the explanatory note for the meeting and also the agenda, we indicated in detail what the process was like. And I think that this was an excellent reflection of how important we feel this succession is. So we went through quite a careful process with a selection committee that was quite broad in terms of its composition. And we also consulted many other people within the organization. Of course, it's also important to become acquainted. Now this is a reciprocal process. To us, it was important that the new auditor would get to know the new organization, which is why we opened a data room and provided quite a lot of information. And the other way around, for us, it was also very important to become acquainted with the audit team. Now this does not only concern the competencies, the professional competencies of the new team, but it also concerns other elements such as diversity of the team and knowledge of sustainability. For 2 years now, we've issued a sustainability report within our annual report and route indicated indeed that this is something you do with your auditor. And so we discussed the matter quite extensively with the new auditor as well. As far as the process is concerned, selection criteria were established and defined beforehand, and we follow these criteria throughout the process. After issuing the offers -- after the 3 firms issued their offers and proposals, we invited 3 firms to talk to the team. And then, of course, there were individual interviews and all in all, we decided quite deliberately to ask KPMG to shoulder this responsibility. The Selection Committee discussed this with the Audit Committee. The Audit Committee supported this as did the Supervisory Board subsequently, which is why today, we are discussing this proposal. Thank you.

Thank you, Mr. Elfring, for your explanation. In line with the conclusions of the Selection Committee, the Audit Committee has proposed to the Supervisory Board to nominate KPMG accountants for the appointment of new accountants. The Supervisory Board agreed to the proposal of the Audit Committee. I'd like to give the floor to Mr. Smith to take the floor.

Thank you, Chairman. Good afternoon, ladies and gentlemen. My name is Roland Smith. I can start by saying that KPMG is very pleased and honored to be nominated as a new auditor of BAM. And as I said, my name is [ Ronald Smith ], and I'll be the lead partner on behalf of KPMG. I've been working for KPMG for 33 years, 23 years of which I've been a partner. And just to tell you a bit more about my background, in my career, I've been working with listed companies, large family businesses nationally and internationally. Perhaps 2 more things in terms of this process transition and the process itself. As Mr. Elfring just highlighted, to us, this has been a very thorough process, well structured, well organized. And of course, we are more than happy with the outcome of this process. The transition and perhaps we could say a few words about transition. We have extensive experience with major transitions, and we have already talked to EY. And this year, we will also be working in the shadows, and we will have received all the information in the data room. But also we've had all these talks with senior management of bank -- and we will -- BAM, sorry, and we'll be using this information to start our work. So I have full confidence in the process. And personally proud to be your auditor as from 2026. Should you have any questions, I'll be happy to answer them. And if not, I'd like to give the floor back to the Chairman.

Are there any questions to Mr. Smith?

Yes, as I think we all know, the VEB is very interested in the integrity of auditors. And we have a great deal of interest for this matter in the past because of the examination fraud as is known, a be very pleased if it Mr. Smith would be able to give us a guarantee that his team have clean hands.

Well, I can speak on my own behalf, and I can speak on behalf of senior management of my own team. Of course, I can speak on behalf of everybody and this has to do with privacy as a people concerned.

It might be a good idea to comment on this on behalf of the selection community. This is a topic that we discussed extensively in our committee, and it is also a topic that we discussed in detail with all 3 firms. And of course, we also put forward our conditions in that respect. And we feel comfortable with the explanations given by KPMG. And we're convinced that your concerns, concerns that we also had that they've been set aside now.

No further questions. Thank you, Mr. Smith. Now I'd like to ask you to cast your vote on the appointment of KPMG at counters as external auditor responsible for auditing the financial statements, 2026, '27, '28 and responsible for providing the assurance on the sustainability statements for these years insofar as you haven't already cast your vote on this item. So we will be appointing EY for yet another year. The general meeting is requested to appoint EY Accountants B.V., the external auditor responsible for auditing the 2025 financial statements as the auditor responsible for providing assurance on the 2025 sustainability statement in the event the Sustainability Reporting Implementation Act comes into force for the year 2025. Are there any questions about the reappointment? Mr. Boon could also provide further explanations. No further questions. You can now cast your vote on this item on the agenda. And now we will proceed to some formalities. I had promised to inform you about the number of shareholders present or represented because we left this open for a longer period of time. 1,021. Fortunately, they're not all here in person. The share capital entitled to vote in total is 110,923,954, which is a percentage of the total number of shares entitled to vote of 42.09%, which I believe is one of the highest percentages that BAM has ever had. So we're pleased with this support from our shareholders and their involvement in the company, of course. We're still waiting for the outcome of the votes because -- well, now we want to close the vote for all items on the agenda that have been discussed. And we've invited you to vote on all these items. And in the meantime, we would like to proceed to any other business. Would anybody like to take the floor? Mr.[indiscernible]?

The basis on the financial performance of the company are actually very restricted. I would like to suggest we should have a rather more even spread of the various different topics dealt with in the annual report.

Thank you. We've taken note of your comment. Any other questions of which have a nature -- we're allowed to ask questions in any other business as long as the questions are about them. No such questions. Asking the civil or notary to see how far we've proceeded.

I don't know if there's anyone still wanting to cast their vote, and I'll give you 1 last chance. And then in a moment, I will close the voting and we will see the results on the screen. I'd say 1, 2, 3, 4, 5. [Voting]

Voting is closed. And you see the results here. 15 voting items. And I'll -- just one moment. I'll give the Chairman the floor, and he will be able to ascertain whether decisions have gone ahead or not.

Yes, these are the results of the vote, and I confirm that your meeting has adopted all proposals with the required majority or at least approve them. Thank you for your trust in us. And those of us who have been appointed or reappointed. I'd like to congratulate them, KPMG with the appointment as our new auditor as per 2026. And I'd like to thank each and every one of you for attending the meeting. 2024 was a year for us in which we once again could focus on the future and Mr. Gosse has laid the foundation with this strategy, and we saw this strategy further evolve into a very successful company. And I'd like to thank you, shareholders, because you're very much involved in this company. Thank you very much.