Minor Hotels Europe & Americas, S.A. (NHH) Earnings Call Transcript & Summary

July 16, 2020

Bolsa de Madrid ES Consumer Discretionary shareholder_meeting 60 min

Earnings Call Speaker Segments

Alfredo Fernandez Agras

executive
#1

Good morning. Welcome to this GSM. And for the first time in history, we are obliged to hold preferably in a telematic way in order to facility to the shareholders, the access to it and to keep in line with the social distancing recommendation required by the impact of the virus, COVID-19. Before we start, on behalf of all of us that are part of NH, all the members of the Board of Directors, I would like to convey our solidarity and affection to all of you that some way or another have been affected by the serious consequences that the pandemic has left in our society. Our thoughts are with them and their beloved ones. We want to start the General Shareholders' Meeting of NH Hotel Group, S.A. called in accordance with law and the bylaws for today on first call. I inform you that it has been constituted. At the presidential table, in person, on the Board in Santa Engracia, 120, fifth floor; 28,003 in Madrid. Here at the table, we have the CEO, Mr. Ramón Aragonés Marín; the Secretary to the Board of Directors, Mr. Carlos Ulecia Palacios; and myself as President of the Board of Directors. Also, we have in person Notary Public, Mr. Celso Méndez Ureña has been required by the Board to authorize the minutes of this Board -- of this meeting. Also, we have through videoconference, the rest of the members of the Board of Directors, which is Mr. José María Cantero de Montes-Jovellar, Mr. Kosin Chantikul, Stephen Andrew Chojnacki, Mr. William Ellwood Heinecke, Mr. Fernando Lacadena Azpeitia, Ms. Beatriz Puente Ferreras, and Mr. Dillip Rajakarier. So that they are attending the meeting in person and through a video conference, all of the members of the Board of Directors. I give the voters' -- interview board that will act as secretary to this meeting, and we'll refer to the data of the call.

Carlos Ulecia Palacios

executive
#2

Thank you very much, Mr. President. The official announcement of the call was published on the 15th June 2020, on the Official Gazette of the Mercantile Registry, have been published on the 11th of June 2020, on the website of the CNMV of the stock exchange market in Spain, the call and the proposal of agreement to be submitted to the Board. From that day, we have published on the website of NH Hotel Group, S.A. all the documentation legally obliged where it has been published until today, so this General Shareholders' Meeting is held in person and telematically. Also, the meeting will be broadcasted through a real-time connection from the place where it's being held. Because of the length of the announcement of the call, and unless a shareholder requires, I won't read it in whole now. We'll just refer exclusively to the items in the agenda. Also, and unless there is any opposition by any shareholder, we intend or we give as we produce a documentation that is available in the way indicated in the call.

Alfredo Fernandez Agras

executive
#3

Remember -- we remind the shareholders attending then if they want to say something, they should follow the indications they can find on the General Shareholders' Meeting telematic assistance that they have been able to use since day 8:00 a.m., and they were able to send it through their channel, when the CEO's -- finishes his speech and in the intervention turn. In this sense, I invite you to say your questions or your interventions that will be answered throughout the question turn or answered in 7 days from the day of the meeting, and they will be attached as part of the minutes of the Board. I give the floor to the secretary to the Board to tell about the number of shareholders attending and the share capital with voting right, present and represented.

Carlos Ulecia Palacios

executive
#4

Regarding the form of attendance, I indicate that we have present 12 shareholders, owners of 369,418,143 shares, equivalent to 94.19% of the share capital. Also, we have attending represented 51 shareholders represented, holders of 2,539,433 shares equivalent to 0.65% of the share capital. And all well, we have attending to this meeting between person -- in person are represented 63 shareholders, representing 371,957,676 shares equivalent to 94.84% of the share capital, to which we should add [ 148,739 ] shares, representing 0.04% of the share capital, part of the treasury stock of the company, which although they have suspended their voting rights, are accountable on a quorum basis. So we are meeting the quorum required by the company's act to hold this General Shareholders' Meeting.

Alfredo Fernandez Agras

executive
#5

In accordance with the data read by Mr. Secretary, we declared via duly constituted on first call, this General Shareholders' Meeting. And now for legal effects, I give the floor to the Notary Public or anyone wishing to make any statement regarding the attending shareholders and the present share capital. Please say so through the channels given or going to the notary's table so that the Notary Public may note their observations or statements and include them in the minutes. I give the floor to...

Celso Méndez Ureña;Mercantile Registr;Notary

attendee
#6

In accordance with [Foreign Language] I am one of the regulators of the Mercantile Registry as Notary Public of the Board. I warn the meeting that if any shareholder want to protest or having the reservation regarding the representations regarding number of attending shareholders or present share capital, they can do so through the online channel that you can find on the general shareholders' telematic assistance, so that it can be included in the minutes. The shareholders on the room can make so speaking. Thank you.

Alfredo Fernandez Agras

executive
#7

There being no objections regarding the matter presented by Notary Public, we declared validity of the constitution of this call, the GSM to try and sort out the items in the agenda. Now myself and the CEO will inform you on the aspects regarding activity of the company. And given the special circumstance of the meeting, the presence of the Audit and Control Committees and the appointment of Compensation, Corporate Governance Committee will not intervene, although the report on activities on both committees have been available on the website of the company from the call of this GSM. Regarding the intervention term, it will be closed in the following minutes. The possibility of making any questions or requiring talking in the meeting when the turn comes. So dear shareholders, after 2 years, in record figures on a promising start in 2020 when we started to see the fruits of our integration with Minor, the landscape has changed drastically in the last few months. Nobody could have predicted at the beginning of the year that we'd be exposed to a change so harsh and fast as that induced by the effects of the COVID-19 pandemic. Its impact has no precedent anywhere in the world in recent history. It's affecting everyone and especially our sector. The insuring government directive regarding restricted economic activities and limiting mobility have implied temporary closure of hotels. Near 95% of our hotel establishments were closed by the end of March. And those that stayed open did so to provide assistance to essential service workers and for other charitable purposes. I would like to thank -- take more to thank all our employees and partners for responsibility and commitment they have shown in helping to manage the health crisis in the form of numerous community initiatives. As soon as a providing uncertainty began to take hold at the end of February, the group started to work in a far-reaching contingency plan designed to [ dub ] the business and ensure its sustainability. Among the measures rolled out, it reduced operating expenses by availing of further schemes, froze all marketing-related investments and renegotiated lease agreements in hotels with rental contracts. Also, it took a number of actions to preserve and reinforce its liquidity to cover business needs in the medium-term. Most notably, it drew down credit and a range of syndicated loan due in 2023 for an amount of EUR 215 million. The fallout from the health crisis presents the biggest challenge we have ever faced and is putting us to the test. However, if I may say so, I'd like to underline an opportunity -- opportune business and financial transformation in recent years, together with the measures deployed since the onset of the crisis, has allowed us to navigate the harshest months of this world crisis. We shouldn't forget the great effort that the CEO [ would till next ] in making our hotels compliant with the highest standards of health safety for our guests, an effort that has brought us a few sizable contracts with large corporations and sports organization. Back now to the year of which this GSM relates. I would like to start with a brief summary of general economic backdrop on secular climate achieved an excellent year for our company. 2019, the global economy registered growth of 2.9%, which was less than in 2018 when it grew by 3.6%. More specifically, the Eurozone, the GDP expanded for 2019 by 1.3%, down from the one in 2018, that was 1.9%. So the Brexit-related uncertainty, the collapse of holiday from Thomas Cook duly comes social tensions and the slower pace of economic development globally weighed on growth in 2019 by comparison with the exceptional rates recorded in 2017 and 2018. This slowdown affects especially advanced economies. In Europe, international tourist arrivals increased by 4%, somewhat lower than in prior years. But naturally, the region in #1 spot is 74 -- no, 743 million national tourists who visited last year, which is translating to a worldwide market share of 51%. However, 2020 will be a very different year. The International Monetary Funds' most recent projections point to an unparalleled contraction in global GDP within a certain recovery due to the COVID-19 pandemic, with a drop of 4.9% in growth. The pandemic has hit the economy harder than expected in the first half of 2020. And the recovery is set to grow, in estimates, slower than initially anticipated. We expect in 2021, the global economy to grow by 5.4%. And the Eurozone, the IMF is expecting a contraction of 10.2% this year, followed by a growth of 6% in 2021. While for Spain, it is forecasting a shrinkage of GDP of 12.8% with a growth of 6.3% in 2021. Those gloomy economic prospects mean that all stakeholders need to collaborate to ensure the smartest and the fastest recovery, more specifically, a maximum coordination between governments and businesses so that framed by climate of trust and respect, progresses made on a pragmatic and negotiated solutions are factored in the realities of the market and the society we live in. Turning now to focus on our companies. It is my sincere belief that NH adopted smartly in recent years and is far better prepared to tackle the situation than it was when faced with the crisis in 2013. During the last few years, the group successfully executed an ambitious restructuring and modernization plan, thanks to the aligned efforts of both the Board of Directors and the executive team. There was a record time turnaround, which has made a genuine benchmark in the international level in terms of positioning, efficiency and prospects. Our 2019 results back that. It was [Foreign Language], a year of extraordinary management and responsibility in what was a landmark year for the company. We talked all of the guidance we provided at the start of 2019, including our EBITDA and recurring net profit targets as our CEO will detail in a few minutes. This was due to growth accompanied by cost control. As for our financial muscle, the cash generated in 2019 was enough to fund our CapEx during the year while keeping net debt low and a solid liquidity position reinforced by undrawn credit lines. 2019 also marked the start of what would become a fruitful relationship with our core shareholder, Minor International, a tie-up that has already materialized in multiple business opportunities for the group. Towards the beginning of the year, we proved an agreement with Minor International with the goal of establishing a transparent regime for governing relations between the 2 entities framed by the best corporate governance practices that, that framework agreement [ delimits ] the respective professional geographic regions and market segment for the 2 companies, and established a protocol for improving mutual business transactions between both companies. Since then, both groups have been working together on a host of initiatives designed to unlock sales and operating synergies, such as the integration into our operations of Minor Hotels' portfolio and properties in Portugal, most of them, which are run under the Tivoli brand and the opportunity for any total group to enter into the luxury segment in Europe under the Anantara brand. That opportunity will gather traction in 2020, thanks to the agreement posed by NH Hotel Group at the end of 2019 with Covivio, a leading investor in European real estate for the operation of a unique portfolio of 8 high-end hotels. Throughout all of last year, the Board of Directors and the executive team focused their effort on matters related to the creation of sustainable value for all the company's shareholders, especially reiterating commitment to remunerating the shareholders with the dividend payout -- gross dividend of EUR 0.15 after approval in the General Shareholders' Meeting in May 2019. Today, we should be talking about the dividend payment against 2019 profits. However, as you're all aware of, on April 28, we announced the precaution that mute us taking generated by COVID-19 pandemic and as a precautionary measure, we have decided to cancel the EUR 0.15 per share gross dividend shareholder payment this year. Elsewhere throughout 2019, the company extended its unwavering commitment to embracing best corporate governance practices. The Board's control bodies, the Audit and Control Committee and the Appointments, Remuneration and Corporate Governance Committee continued to do the work with the utmost consistency and rigor, as is evidenced in the documentation that has been made available to you for this meeting. Also, the Board of Directors took coverage of the Steering Committee in February 2019 and have a balance between the [ broker ] and the independent directors we worked on the proportional in the Board room. Even as of that tireless effort is the fact that age compliance with 62 and 64 good governance recommendations for listed companies that is set up in detail in the Annual Corporate Governance Report, which is available for consultation. Our firm commitment with the best practice resulted in our being the only hotel group of Spanish origin, among this 325 companies, we include this year in the Bloomberg Gender-Equality Index, regarding inclusion and quality matters. More than 6,000 firms from 50 countries participating in the making of this index, which tracks, lists companies' commitments to supporting gender policies through policy development, representation and transparency. Elsewhere on the sustainability front, we're the first Spanish hotel chain to set an emission reduction target, validated by the Science Based Targets initiative. Specifically, we have publicly committed to reducing our emissions by 20% on our entire value chains earlier than 2030. Delivery of that plan will prevent the emission of over 70,000 tonnes of carbon dioxide into the atmosphere. We're also proud to inform you that in 2019, we're evaluated for the first time by SAM, sustainability investing rating, especially with analyzers, the entities comprising a Dow Jones Sustainability Index, ranking fourth in our category, cementing our position as one of the most sustainable hotel operators. That position is all the more noteworthy considering the fact that as a result of an evaluation of 20 key sustainability criteria, we earned the highest score on tax strategy and environmental reporting as well as commendable scores, an aspect related with people management, including talent recruitment and retention, human capital development and labor practices. Our sustainability principles have been integrated into the group's possible business strategy and its 3 articulating lines of initiative, NH room for people, NH room for planet and NH room for responsible share success. Thanks to those initiatives, we are having an impact on 11 of the 17 sustainable development goals selected by United Nations. We are focused on supporting communities, whether on sustainability, responsible production and consumption, elimination of inequalities, gender equality and climate action, among others. In sum, we look back on a very positive year, a year which we pursued select brand development and market positioning. A year in which we start to grow our relationship with Minor Hotels so that our integration is more promising that it mirrors some of our corporations and professionals. We are increasingly global, while at the same time, more committed and responsible with our teams with the universe of communities in which we do business with the quality and with the environment. It is still too soon to estimate the pandemic's social and economic impact. However, I would like to reiterate our confidence in what the future holds in store for NH. In addition to boasting a compelling choice in [ R&D ] in the unique multinational sector proposition, we stand to reap the rewards of a job well done in the last few years. But above all, however, we boast generosity, dedication and sense of sacrifice for the professionals who make NH what it is. It is they who have enabled the company to be the sector benchmark it is today. Before I wrap up, I would like to take this chance to thank all of our shareholders for the commitment to NH Hotel Group during these difficult times we are navigating together with diligence and responsibility. Many thanks to your loyalty.

Ramón Aragonés Marín

executive
#8

Thank you, Alfredo. Good morning, everybody. It is my honor to present before you, again, 1 more year, the results of 2019. I am aware, many of you are more interested at present on information on current events rather than information on the past year. But as you know, the GSM needs to be informed of the results of 2019. And after my presentation, I will give you more information on the circumstances, well, resulting out of the COVID-19 crisis. So let me start with the results. I'd like to start by discussing the operational and financial transformation this company has undergone over the last few years, which has proven to be very important for the company at present. Now this transformation plan covers 2 cycles. The first, 2014 through 2016, where we focused on changing the brand segmentation, implementing the dynamic pricing strategy, a systems plan that would enable us to monitor remotely the management of hotels directly via -- from corporate centers. And we optimized the portfolio, changing nonprofitable contract, hotels that would pay no -- would not help at all the brands because of their position, and we changed our portfolio with more profitable and interesting hotels for the company. And then we reinvested -- we invested in repositioning our CapEx to adapt our hotels to this new image we wanted to present to the market. The second stage with the current management team focused on efficiency plans. We wanted to radically change the model of the company. We wanted to have a leaner management model. We created variability across hotels, the management of hotels, the employee per occupied room ratio in our companies, the lowest in the industry. This is possible because we have outsourced basically 70% of the services and because we have suppressed the back-of-the-house of hotels, basically on the admin, labor, procurement, revenue management, commercial, all of that is now done from the corporate offices. And that's why this very low ratio of employee per occupied room allows us to open hotels with very low risk because of the very low cost structure they have. The company at present -- well, during these 2 years, focused on 2 strategic access: first, increase the business volume; and second, prepare the company for a change in the cycle through all of these measures that I have mentioned. As you can well imagine at the current times, this is being very helpful. Now let me discuss 2019 results. I don't want to go to many details, but I will mention some milestones of 2019. The revenues increased by 6.1%, up to the EUR 1.718 billion, which is a EUR 98 million increase vis-à-vis the year before. Recurring EBITDA grew by 12%, and it reached EUR 294 million, surpassing the objective we had for the year of EUR 285 million. That is a EUR 31 million increase and an improvement in the margin of 9 basis points, up to 17.1%. The recurring net profit of the company reached EUR 113 million as a result of the improved business and the lower financial costs. Therefore, we surpassed the initial objective for the year, which was EUR 100 million. The P&L has performed very well, and this is reflected in the very low net financial debt of the company where the EBITDA ratio is 0.6%. So we've maintained the same ratio as in 2018. In a nutshell, these are the best results the company has ever presented in its history. As you very well know, the strategy of our company has several tenets. We want to improve our results via pricing. We've always focused on defending pricing rather than occupancy, that's our angle. And because of that, we've increased our revenues considerably. The average price has increased by some 4.9% up to EUR 103 and occupancy continues to be good at 72%, but we didn't want to force that. We wanted to maintain the pricing. And the RevPAR increase up to 74 is being driven by the pricing and not occupancy. Because of this strategy, the conversion of revenue to EBITDA has been extraordinary. Let me just mention that over these 3 years of the current management team, we've increased by EUR 214 million, the turnover of the company. This is how the different markets have evolved. The performance in Spain, Italy, Benelux was extraordinary last year. Central Europe was not so good because of the fair season. They happen every 2 year in Germany. I will mention specifically Barcelona, Madrid and Amsterdam, but definitely, the performance has been very good across the board. In Latin America, we've been affected by the currency devaluation. Now the good performance of all markets translates into an increase of the operational profit. The conversion to EBITDA is 17.1%, as I've mentioned earlier. The recurring net profit also increased substantially up to the EUR 113.2 million I mentioned earlier as well. And because of this, we've been able to reduce our net financial debt, which was another important objective for the company. Our leverage ratio is now at 0.6x compared to -- as a ratio of the group's EBITDA. And finally, another important milestone of 2019 has been integrating the Tivoli portfolio into the company. This is the result of the agreement with our main shareholder, Minor International. We've brought all the Tivoli brand hotels into the management of the group. On the pictures, you have 2 of the best Tivoli products, the Tivoli Liberdade. That is an amazing hotel in a great location, the best in Lisbon, I would say. And then the Tivoli Marina Vilamoura, one of the best resources -- I mean, resorts in the Atlantic Ocean. It enjoys all the great features of a high luxury resort and a convention center that can fit over 300 people, and the biggest one in Algarve. And that's why it offers a lot of business opportunities as well. And as you now all know, I would like to mention our CSR policy and a sustainable business. We have a very solid, sustainable business. We focus on contributing to people, the planet and creating shared value with clients and vendors. We can say that 2019 has been a year where we have -- the commitment of NH has been acknowledged by very important sustainability indexes as SAM or Bloomberg. And our colleagues have worked in Together with Love, and those are our corporate charity programs, and we've shown our commitment towards climate change. I would briefly like to mention that we've received different awards and recognitions over 2019. We're very proud of all of the awards received for our FASTPASS service. You know that clients can check in and check out of the rooms through their phones. And that has been very useful at present because it substantially reduces interactions between clients and hotel employees, which is something our clients appreciate especially now. And now let me discuss what is happening at present. I must mention that we are experiencing an unprecedented scenario in this industry as a result of the COVID-19 pandemic. Ever since the uncertainty started at the end of February, that the group started implementing the contingency plan to adapt the business and guaranteed sustainability. Rest assured, we were the first chain or among the very first chains in Europe that started with contingency plans in February. We had privileged information via Minor International about COVID-19 because it expanded across Asia initially. And Minor knew very well the impact COVID was having in Asia, particularly China and the neighboring countries. Thanks to that, we had a competitive edge. We started working in the end of February on contingency plans already, which has proven very useful, as you can well imagine. Now guidelines from governments regarding the restrictions to economic activities and limitations to mobility have led us to shut down basically 95% of our hotels in Europe. We only kept open the hotels made available to health care authorities across different countries to host them -- infected patients with mild symptoms and health care professionals who had to move to the certain cities. COVID-19 has undoubtedly been the greatest challenge we've ever faced, and it is measuring our strength. The very timely operational and financial transformation achieved in the years before, together with the measures implemented, will enable the group to face the current environment and overcome the situation. I would also like to mention, as I did earlier, that we have launched a response to support communities and medicalized hotels, et cetera. We are very proud of our collaboration with the Chef Jose Andres. I'm sure you know him. He's a great person, great personality in all this -- in meaning of the word and he's got a huge heart. And he's -- well, he's available to be well in Spain with the greatest needs. And 3 of our hotel kitchens were made available to him so that he could prepare the menus that he's been giving out to people in need so we're -- that's one action we're particularly proud of. Okay. Let's discuss now the contingency plan that we have started. Based on information that we've received, we started working on this, as I said earlier. And so our hotels and headquarters have seen the furlough measures by force majeure or protection measures. And we've reduced some hours, the very famous collective temporary dismissals that -- or furloughs that you're very familiar with already. We've worked with vendors to reduce the procurement costs. We've canceled all travel since the end of February, early March, for all employees. And we've reduced considerably the marketing and advertising costs. We've negotiated with the hotel owners, most of our leases, and we've negotiated temporary cuts to the leases. And all expenses were cut, except for -- regarding maintenance and hotels, except for what was just essential, and we paralyzed pending reforms in hotels. And then in March, we had -- we drew down EUR 275 million credit line. We canceled the dividend proposal of 0.15 gross payout per share for the year 2019. It would have amounted to some EUR 60 million. And we subscribed at syndicated facility worth EUR 250 million for the next few years. The objective of all these measures is to preserve the liquidity of the company. I have already mentioned the different actions we undertook. The EUR 275 credit line, the EUR 250 million loan with the ICO guarantee. And in Spain -- I mean, in June, we were authorized to waive the financial covenant for the metrics of June and December 2020. So the liquidity available as of June 30, 2020, was close to EUR 600 million. So what is the impact of current events on our bottom line? You can very well imagine that it is a very violent impact. I want to give you some figures today. And you know that at the end of the month, we will be presenting the results for the first half of the year, where you will see more detailed information on how the business is moving along over the past few months. So it was very deeply impacted in the end of February already. In the end of February, actually, we were on budget. So if it hadn't been for COVID-19, without a doubt, NH would have met its targets for 2020. But then, end of February, early March, we received the first blow in Italy and then Spain. And later on, the impact was widespread across Germany and slightly less in Benelux. Revenues in Q1 dropped by 20% down to EUR 279 million from the EUR 353 million of the year prior, and the second quarter is the one most heavily affected because of the shutdown of hotels. At the end of May and then June, we started opening the hotels again, and we were the first chain of hotels to take cost-saving measures. And then we've become the first chain to start opening hotels. So we took the risk, and I must say that we've been successful. We haven't made great revenues, but we've made some revenues. If we had maintained a conservative strategy, scared and hiding away from the risk, we would not have made the revenues we made in June with great conversion, by the way, because of the low cost of running our hotels at present. These revenues will be a lot better in June and then better even in August and September and so on. Without a doubt, the worst is behind us. The only thing that might happen at this point is to see an improvement on a monthly basis in our -- regarding our numbers. And we've accomplished this, thanks to the very solid ground on which we stand, on which this company stands. Like I said, all the work done the previous years has proven very useful now. The great investment effort in this company -- this company has made in technology and data over the last few years has been able to monitor the -- has made us able to monitor the business remotely at present and be a lot more efficient with our costs with leveraging another greater strength of this company, which is the locations. NH has the best locations in the country, without a doubt. And this doesn't apply only to Spain, this applies as well to Italy, the Netherlands, to a less extent, in Germany, although the locations there are very good as well, which is something essential in the current times because it does give us a competitive edge. I believe it's going to be a good summer for urban leisure. June in Spain, for example, the occupancy will be between 40% and 50%. We believe it will be slightly better in August. Unfortunately, while Barcelona is in dire straits right now, and that's going to have impact on the occupancy there, but elsewhere, in Spain, we do believe the occupancy will be very good. Same I would say about Germany. Germany has recovered very quickly, and the results there are good and then Benelux. Amsterdam is lagging behind a little bit because international tourism weighs heavily in Amsterdam. But over the last few days, I will say that we start to see demand picking up again. So we remain hopeful, particularly for the last half of the year regarding Amsterdam. Now our reopening strategy. As I mentioned earlier, we have some 68% of our hotels open already. And I don't know if we will get to open the full portfolio because hotels in worse locations in some cities that -- well, maybe we want to wait and see if the demand picks up first. But we expect to open most of our hotels by September, and we expect occupancy to be north of 70% then. And as I said, it will continue to increase. In order to face this tremendous problem, we have focused substantially on protecting and preserving the health and safety of travelers and employees in our hotels around the world. Let me just say that it's been a tremendous success. There have been very positive comments about the plan we have implemented in our hotels. Our clients really feel safe in our hotels. So we launched the Feel Safe at NH Hotels program. We really want to feel safe and have peace of mind in our hotels, and we've accomplished that. The company has reviewed its processes, and it has made some 700 adaptations to its operational standards in order to preserve the health and safety of travelers and employees around the world. We have adapted the loyalty programs. We've implemented social distancing measures in our operations. And we've leveraged in elements contributed by everybody. We have reached an agreement with SGS, world leader in inspections, analysis and certification processes. Thanks to that, we can monitor the protocol of measures and diagnosis in order to guarantee safety within hotels and make sure our clients have safe and comfortable space in our hotels. So the company really has done everything feasible and necessary to face a crisis. If you'll allow me to compare, this has been a hurricane that has shaken the building. But the building stands, it's solid and it's robust, and we will build the future of our company on this strength. Rest assured, this company will go back to being very profitable much sooner than you expect. I guarantee that. Life goes on and the company goes on. Once we overcome this crisis, which I think will be -- I hope it will be as soon as possible, but we will continue with our projects, our expansion plan going forward, our plan to position ourselves in the high-end range of the business. We will continue to open hotels in the high-end. Like I mentioned, we have signed 34 hotel contributing with 5,300 rooms in the coming years, and we will be growing through the Anantara brand, mainly. Let me just mention 3 hotels that we will be opening this year, the nhow in London, the nhow in Amsterdam RAI. That is really going to be a milestone in Amsterdam. And then in September, we expect to finally open the Madison Avenue Hotel in New York. And then the consolidation of the Anantara brand. That is no doubt, one of the milestones of our company, one of our biggest beds for us in Minor International, there is room for Anantara in Europe. Without a doubt, there's going to be a great opportunity for luxury launches in Europe over the next few years. Of course, it's taken the hit this year, but it will rebound without a doubt, and it will be a great lever for growth for a company. Our aspiration is to have 8 Anantaras operational by the end of 2021. Some of them are actually up and running, Villa Padierna. It opened 2 weeks ago, and it's fully available. The occupancy there is reasonably good. And on the graph, you also have the marker in Dublin. We opened that one just this week. We expect the summer to be correct. And the forecast starting September will be much better because we have great demand and great bookings confirmed already. Now a big step forward will take place when we bring on the Boscolo portfolio. It was going to take place at the end of the year. For obvious reasons, we've delayed that through September because we don't want to hurt our P&L any further. And starting September, we will start bringing in these wonderful hotels. Some of them will be part of the Anantara brand and others will be NH Collections. All of them, high-end hotels with great locations. And I am sure that in the future, it will be a source of good news. And finally, I would like to mention our employees. I've said this many time, the greatest asset this company has is its employees. I really have no words to describe their work, the commitment -- sorry, the engagement of these teams. It's just a source of happiness to see how they are behaving at present. Even in medicalized hotels, not one single person rejected working in these hotels. And now they're just so happy to go -- come back to work, and they wear our colors. They're so happy. They're so proud of belonging to this company. That is something that we can never thank them enough for. And now I will finish my presentation. We will be playing a video shortly to explain to you all the health and safety measures implemented in our hotels and which shows how happy our clients are with that. And once again, I would like to thank our employees for their contribution. I would like to thank shareholders and investors for their trust every day. Be patient. We will come out of this. We will all be stronger. This company really will be a source of happiness for everyone. And I would like to thank you for your e-mails this past few days, excusing your presence or your absence to this assembly. And if we resist, we will win. Without a doubt, we will be there. To the hotel owners, you are our partners. We have great relationship with all of you. They've understood the situation very well. They are supporting us, and they will continue to support us in the future. To our suppliers for whom NH is a big -- an important company, they've been able to adapt to industrial margins to help us out, help us in the current times when we need to economize. And of course, clients, our reason for being. Nothing can make me happier to open our hotels back again and see our long-standing clients again. Thank you very much for trusting us, for being there and supporting us in these times. And without further ado, video in. [Presentation]

Carlos Ulecia Palacios

executive
#9

There are no being any request for intervention or questions, I must close the time for intervention for the shareholders, and I give the floor to the secretary so that he can give an account of the resolutions that will be submitted to the Board to initiate the voting process. Regarding those proposals in accordance with the voting proposed or the regulations of the Board, we will now proceed for the previous reading of each of the proposals of resolutions, unless shareholders so requested, but the secretary must do a brief summary of the resolutions of this GSM, unless there is any opposition by a shareholder communicated through the appropriate channel. Regarding the proposal on the items of the agenda and for the attendance. The full text of the resolutions proposed by the Board of Directors are held by Notary Public and have been made available to the shareholders through the website of the company, NH Hotel Group, S.A. and the CNMV and the shareholders from the date of the call of this general meeting. So that in compliance with the applicable regulations, I'd like to summarize that we proposed to this shareholders' meeting the approval of the annual accounts of 2019 as well as the social management and the application of the result; the reappointment of Mr. Ramón Aragonés as Executive Director, CEO; and the setting of the annual amount of the compensation of the Board of Directors and its committees.

Alfredo Fernandez Agras

executive
#10

Thank you very much, Mr. Secretary. We're now going to vote on each of the proposed resolutions referred to by the secretary. So the secretary has a floor.

Carlos Ulecia Palacios

executive
#11

So the agreement overall will be as follows. In the sense of the vote cast electronically for each shareholder will be considered before reading the proposed resolutions. If they have not done so, it will be understood that they vote in favor of the proposed resolutions that will be presented to the Board of Directors. If any shareholder wished to change the meaning of the vote already casted electronically, you can do so before the end of the reading of each resolution. In which case, you must tell so to the Notary Public, through the telematic application, and must state so expressly the item on the agenda they refer to and the new meaning of their vote. Once read and submitted to a vote and counting the votes against the abstentions or blank votes, the results will be announced. Regarding the proposed resolutions on those matters that appear in the agenda, the telematic attendance may cast their vote to the platform from the moment these proposals are read until the moment when they are voted. And regarding the voting in the room, the votes corresponding to all the shares present in the meeting, present or represented, will be considered favorable votes, except for the vote that corresponds to the shares whose holders expressly state their vote against a blank vote or abstention, in cases, voting on proposed resolutions. Regarding the matters not included in the agenda, the votes against the proposal will be considered. All the shares represented at the meeting, except for the votes corresponding to the shares, whose holders or representatives inform this room, their votes in favor, blank vote or abstention. So I proceed to put to vote the proposed resolutions formulated by the Board of Directors. First proposal examination, approval of the net dividend consolidated annual accounts of the financial year 2019. We approved the company's individual annual accounts, balance sheet, P&L account, statement of changes in equity, statement of cash flows and annual report and the group's consolidated annual accounts corresponding to the fiscal year ended as of 31st December 2019. Once the voting has been carried out and there being a proof of sufficient majority, this resolution is approved. Second, proposed examination approval of the individual and consolidated Directors' reports corresponding to financial year 2019, including the state of nonfinancial information. We propose to approve the individual and consolidated management reports corresponding to financial year 2019, including the information statement of nonfinancial information. Once the voting has been carried out and there being proven of sufficient majority of the votes, this resolution is so approved. Third proposal. Examination and approval of the proposed application of the results. We propose to approve the application of the company's results for the year ended as of 31st December 2019, in accordance with the proposal approved by the Board of Directors on 11th June 2020, which is detailed before -- below. The basis of profit for the year 2019, which is EUR [ 158,939,572.49 ] with distributed as follows: to the legal reserve, EUR 15,893,957.25; and the rest amount to voluntary reserves, EUR 143,045,615.24. Once the voting has been carried out and there being with a sufficient majority, this resolution is agreed -- approved. Number four. Approval of the management of the Board of Directors during year 2019. We propose to this meeting to approve the management of the Board of Directors carried out during year ended as of 31st December 2019. Once the voting has been carried out and being proven sufficient majority of the votes, this resolution is approved. Number five. Reappointment of Mr. Ramón Aragonés Marín as Executive Director or CEO. So we propose to reappoint the Director, Mr. Ramón Aragonés Marín as the Executive Director for consecutive term of 3 years. Once the voting had been carried out, there being proof enough -- proof as sufficient majority, this resolution is so approved. Number six. To set the annual amount of the compensation of the Board of Directors and its committees and the proposal of the Appointments, Remuneration and Corporate Governance Committee. In accordance with the provisions of the bylaws to set at EUR 800,000 the total gross annual maximum amount of a fixed allocation and attendance fees and compensation of the Board of Directors and its committees for financial year 2020. Once the voting had been carried out and there being enough proven sufficient majority of votes, this resolution is so approved. Number seven. An advisory vote in the annual report on the Director's remuneration. We propose to approve on an advisory capacity, the annual report, on the compensation of the directors. Once the voting has been carried out and there being proof of a sufficient majority of the votes, this proposed resolution is approved. Number eight, delegation of powers to formalize, clarify, interpret, remedy and execute the agreements adopted by the General Shareholders' Meeting. We propose to the assembly to jointly and certainly empower Mr. Alfredo Fernandez Agras and Mr. Carlos Ulecia Palacios as President and Secretary of the Board of Directors, so that any of them, jointly and separately, can formalize and execute the preceding resolutions and may grant for that purpose as many public and private documents as may be necessary for its recording the Mercantile Registry.

Alfredo Fernandez Agras

executive
#12

Once the voting had been carried out and there is proof of sufficient majority of votes, this proposed agreement is approved. So via majority, we approved everything Has been submitted to the Board. The results of the voting will be delivered to the Notary Public and each point [ first ] due record in the minutes. In accordance with the regulations of the Shareholders' Meeting, the details will -- of the voting will be published on the company's website. Does anyone have anything to oppose or vetoed proclamation of the result? Mr. Notary, for the record, please. On this occasion and as the minutes of the meeting are notarized, it's not necessary to submit, to approval of the vote of the shareholders. Notary Public carry out the procedures that the law requires in these cases. Dear shareholders, the Annual General Meeting ends here. I thank you once again for your attendance, and we say goodbye to you until the next time that we hope will be in less exceptional circumstances. The meeting is closed, is adjourned.

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