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

June 30, 2022

Bolsa de Madrid ES Consumer Discretionary shareholder_meeting 93 min

Earnings Call Speaker Segments

Alfredo Fernandez Agras

executive
#1

Good morning, shareholders. Welcome to the NH Hotel Group's Ordinary Shareholders' Meeting, which is held in a hybrid format that is face to face and online. We would like to give a special thanks to all the attendees who are with us today and who are making it possible to hold a shareholders' meeting in a format reminiscent of that 3 years ago. This meeting has been called in accordance with the law and the company's bylaws for today on first and only call. The Chairman's table is formed by the Chief Executive Officer, Mr. Ramón Aragonés; the Secretary of the Board of Directors, Mr. Carlos Ulecia Palacios. The Board members, Mr. José María Cantero de Montes-Jovellar; Mr. Fernando Lacadena Azpeitia; Mr. Rufino Pérez Fernández; and myself as Chairman of the Board. The Board members Mr. Dillipraj Rajakarier and Kosin Chantikul also attend by video conference. Mr. William Heinecke and Mr. Steve Chojnacki excused from attending. Mr. Celso Méndez Ureña, notary public; who has been requested by the Board to authorize the minutes of this meeting is also in attendance. I'll now give the floor to the Secretary of the Board of Directors. He will act the Secretary of this general meeting, who will refer to the details of the call.

Carlos Ulecia Palacios

executive
#2

The official announcement of the call was published on the 20th of May 2022 in newspaper El Mundo. Having been published since that same day, May 20, 2022, on the website of the CNMV's, the call and the proposed resolutions to be submitted to this meeting. Since that same date, all the legally required documentation has been published on the website of NH Hotel Group where it has been published until today. Given the length of the notice of the meeting and unless our shareholder expressly requested, I will not read the entire notice, and I will refer exclusively to the items on the agenda. Likewise, and unless there is any opposition from any shareholder, we will consider the documentation made available to them in the form indicated in the notice of the meeting to be reproduced. Shareholders attending telematically are reminded that those who wish to speak at this meeting must follow the instructions given in the section general shareholders meeting telematic attendance and they have been able to make their interventions from 8 AM today and being able to send them through the channel enabled for such purpose. Until the next few minutes when the speech of the Chief Executive Officer will begin and after the same the round of interventions. Likewise, shareholders attending in person who wish to take the floor must register beforehand at the table set up for this purpose, which is located next to the notary public, together with the accreditation of the status as a shareholder or shareholder representatives previously provided. In this sense, I invite you to formulate such interventions or questions, which will be answered during the question-and-answer period or within 7 days from the date of the meeting. Such interventions will form part of the minutes of meeting. The Secretary has a floor to announce the number of shareholders in attendance and the voting capital present and represented in the meeting. As far as attendance quorum is concerned, I have inform you that 39 shareholders, holders of 410,782,095 shares, equivalent to 94.271% of the share capital. And of these, 18 shareholders, owners of 41,772 shares, representing 0.010% of the share capital have cast their ballot telematically before actually convening this shareholder meeting. Likewise, there are 80 shareholders represented, holders of 3,771,369 shares, which account for 0.865% of the share capital. In total, this general shareholders meeting has 119 shareholders, holders of 414,553,464 shares, representing a nominal value of 829,106,928 shares, representing 95.137% of the share capital subscribed with voting rights, which is, as you probably know, EUR 871,491,340. Pursuant to Article 148 of the Capital Companies Act, the company has 92,582 owned shares, representing 0.02% of the share capital. For informative purposes only, such shares for treasury stock are accounted in the share capital for the purposes of calculating the necessary amount for the constitution and adoption of the general shareholders meetings agreement. However, the voting rights suspended alongside with the other political rights incorporated in those shares. Therefore, in accordance with this quorum requested by the Capital Companies Act, it is meant in order to meet this general shareholders meeting and convene it. In accordance with the information read by the Secretary, this general shareholders meeting is declared validly constituted on first and only call. Next, and for the appropriate legal effect, I will now give the floor to the notary public. And next those who have reservations over [indiscernible] regarding the statements on the number of shareholders in attendance and the capital present, please communicate them through the channels provided for such purpose. So that Mr. notary public may take note of your observations and record them in the minutes. Mr. Notary Public has the floor.

Celso Méndez Ureña

attendee
#3

Pursuant to Article 101 of the regulations of the [indiscernible] registry as notary of the meeting, I hereby advise the meeting that if any shareholder, which is to express reservations or protest regarding the statements related to the number of members attending or the capital present, he or she may do so at this time at the table of the notary of the meeting who is speaking to you through the online channel enabled in the section general meeting telematic attendance for recording in the minutes. Thank you.

Carlos Ulecia Palacios

executive
#4

There being no objections of any kind to the question raised by the notary, I confirm that the General Shareholders meeting is validly constituted on first and only call to deal with and resolve all the matters included in the agenda. The audit and control committee representative has the floor. Thank you very much, indeed.

Unknown Executive

executive
#5

Good morning, distinguish shareholders. As upon request of the Chairman of the commission, I'm pleased to address you at this general shareholders meeting in order to announce the activities carried out by the audit and control community that has prepared the Annual Report of activities corresponding to 2021 that was approved by the Board of Directors alongside with the formulation of annual accounts for the year. And as a consequence, that has been duly incorporated in the available information in the general shareholders meeting information that has been made available to all shareholders and has been uploaded on the company's website. And I will only discuss the most relevant aspects reflected in the period, which really reflect the work carried out by this commission in 2021. I am pleased to announce, first of all, that we still comply with the most stringent recommendation 6 of the Good Governance code of conduct for Listed Companies that was prepared by the CNMV in Spain, the Stock and Exchange Commission. And in 2021, all the members of such committee have been classified as external directed. The main purpose of our committee is to serve the Board of Directors and there are functions as watchdogs and control of the company's activities. We have availed for the functioning of internal control, and we have duly reviewed in great detail the process of preparation and presentation of the financial information in a duly fashion to the general shareholders and to the market in general. In 2021, the Audit Committee held 5 sessions that generated a lot of debate and discussion in all the relevant matters analyzed as a supervisory body for the presentation of the financial information. The committee reviewed the financial statements reported in each and every quarter as well as the annual accounts for the year-end closing. Thus issuing as the case may be, the recommendations prior to the approval of such accounts by the Board of Directors of the company. The committee has also carried out a direct engagement with different external auditors and we had bilateral negotiations in the presence of the [indiscernible]. And in order to ensure that they had no limitations imposed upon the planning and the execution of the work, with no hindrance whatsoever and that their opinion was issued in full independence conditions. As a consequence of all the work, the committee concluded that the annual accounts for the year ended in 2021 have been formulated in accordance with the generally accepted principles applied to NH Group having favorably informed about the Board of Directors about those. And today, they are subject at this GSM for their approval. Pursuant to the work, external auditors expressed a clean and fairness opinion about the annual accounts of this period, which is uploaded on the published information made available to all shareholders. Our committee also received a confirmation by external auditors that in their endeavor, they did not find any major weaknesses in the internal control structure of the company, and neither they detect any irregularities or legal [NCEs ]. In the implementation and application of solid internal control practices, the committee has supervised risk related to the internal control system of financial information as well as current state of nonfinancial information that are implemented in the company. On a different note, in 2021, the committee, prior to the formalization of the accounts, we have analyzed intercompany transactions executed in the previous year in order to confirm that they were going to execute on the market conditions and based on the equal treatment principle of all shareholders. Such transactions have been approved by the Board of Directors, alongside with a favorable report of the Audit Committee. Now the intercompany loans that are to be noted by relevance are those related to the [indiscernible] loan of EUR 100 million of the reference shareholder minor that was received by NH in the capital increase that was carried out later on was capitalized. And we assessed this was a transaction carried out under market conditions. And we also assess the transition of the customer loyalty plan from NH Rewards to NH Discovery, which is going to be a huge potential for upside in the evolution of the company's transactions. The committee date for the independence and efficiency of the internal audit committee. So we could review the compliance of the Audit Committee and to review that all those aspects that required some action by the organization had different action plans for the resolution, namely this committee has verified and followed that the established audit of the hotels, ensuring the implementation and efficiency of internal controls of the key processes of the company. Compliance audits. The [SIF] financial information audit and the update of the risk map. Since 2022, the -- few months before us have given the opportunity to review the renewal of the external auditor for another 3 years for their [mandates] concluding in this year. Once assessed, this renewal we proposed the renewal to the Board of Directors, and that was accepted by the Board of Directors. Therefore, we prepare the renewal of our external auditor, and we would like to renew PwC as our external auditor. In 2022, we've already defined our plan of action and our plan. And we would look to redouble efforts in identifying through the data analytics engines, the past be audited by the internal audit department. We would like to reinforce the internal control at headquarters and at the hotels. And we would like to also adapt the crime prevention model in those countries where it is legally necessary. Last but not least, the committee will continue reviewing the code of conduct principles of the company as well as investigating potential long compliances of such code of ethics that would be reported through the new external whistle-blowing platform, which guarantees the utmost confidentiality and confidentiality of the whistleblowers laws. And to conclude, I would like to thank everyone at the NH. First of all, for the rigorousness in the following of the internal controls that have been set up in order to make this company a clear flagship in the application of the good governance code. Secondly, their involvement in each and every initiative to improve the internal control systems that we propose. And last but not least, for their entire support to the [indiscernible] carried out by this committee. Thank you very much indeed.

Unknown Attendee

attendee
#6

Corporate Governance and Compensation Committee takes the floor. So good morning, ladies and gentlemen, shareholders. As a Chairman of the appointment corporate governance committee have been in since 2019. So in the compensation to the Board in the last year has been marked by contention, focusing on the necessary economic recovery of the company and being aware of the efforts carried out in the last years by all the employees, and NH employees. We are aware the Board and management team of the economic difficulties the company has undergone until they reach the recovery standards. Throughout 2021, all our activity as a committee has been focused on securing costs in terms of compensation, guaranteeing governing principle in pay for global performance or otherwise said, to make variable compensation payments only when the economic data show a positive performance for the company. This principle governing or a compensation models have been the vehicle that has enabled us to maintain structures linked to the value for the shareholders, avoiding risk excess and contributing to the recovery of NH Hotel Group. This economic effort has been conveyed to the main governing bodies of the company and the Board of the Directors and the Management Committee. And as we said in our yearly report, both bodies have had an important economic role and compensation in line with the one supported by the first level of management in the company. Today, we can proudly say that this effort and contention as well as other measures have enabled NH to be -- to lead the economic recovery leading our sector, which enables us to already be able to see the back to normal in terms of compensation. Now I'm going to name the main activities carried out by this commission in the year 2021. Review and approval of the compensation of the Board. So exam approval and verification for 2020 corporate governance report a point with the compensation report, compensation of directors' report and nonfinancial report. In terms of variable compensation throughout the last year, we assessed the compliance degree of the fee for 2020. The figures were not enough to make out payments for this concept. Thus, clearly seeing that our ideas are in line with the company modulating the payment of aligning with the interest of the shareholders. Throughout 2021, we submitted to the consideration of the board. The proposal and approval of liquidation of the second cycle of the second variable compensation long-term plan approved by the Board of Directors. The maturity went from 1 January 2018 until 31st December 2020 and the level of compliance was greatly impacted by the negative performance of the year 2020. The committee has also proposed the maximum amount of the year compensation to satisfy the nonexecutive directors in EUR 800,000, keeping once again, the same amount of previous years without any kind of update. We carried out also the examination verification and approval of the compensation policy of the directors 2021, 2022 and the assessment of the Board of Directors. This way, the appointment Compensation and Corporate Governance Committee has overseen the whole process and all the directors were involved and the final assessment has improved once again. Finally, in terms of appointment, we carried out the approval of the reports on renewals, approvals and appointments of Board of Directors -- of Directors that will be submitted to your consideration today. I'd like to add the effort of this committee and this company, in general, in terms of sustainability, emphasizing the recent implementation of the Sustainability Committee, giving -- in charge of sustainability matters for the Board. I also like to share our firm intention to keep on working in this line with the utmost transparency and rigor. And with a firm commitment to keep on placing this company as a benchmark in the market in terms of corporate governance. Thank you.

Unknown Analyst

analyst
#7

Myself and the CEO will inform you in line with the company's activity in relation to the speaking time. I'd like to remind you the possibility of asking questions or requesting to speak at the meeting will be closed in the next minutes when the shareholder speaking time begins.

Alfredo Fernandez Agras

executive
#8

Ladies and gentlemen, shareholders of an [indiscernible]. It is a pleasure to stand before you one more year in this general shareholders meeting, the Supreme governing body of a company. This year, the pleasure is even greater as I am able to appear before you, several of the in person in what has now become an unstoppable recovery of everyday activities to pre-pandemic levels. However, after more than 2 years, we still have not let that got down. So this year's general meeting, we have to maintain a hybrid format in which remote attendance and voting are also possible. And security and also functionality of new technologies allow us to offer them to all of you as an option based on the confidence that in this way, we are promoting transparency and greater participation of by our shareholders in the company's governing bodies. Naturally, this meeting is going to review in detail the decisions made and the handling of the pandemic by the management team with the constant supervision and support of the Board of Directors. The dedication and perseverance in the measures taken during this time would not have been possible without the trust of all of you, our shareholders, both professionals and the Board of Directors strive daily to deserve and be worthy of this trust. We thank you, especially to continuing to be part of this project, which is responsible and at the same time, ambitious and which is in a position to lead an increasingly imminent recovery for the hospitality business. However, just as important -- more important is knowing where we're going is remembering where we come from. Only this way, we will be able to evaluate correctly the extraordinary efforts made by the professionals and management team of NH during the worst stages of the pandemic. The [UNWTO Walter's Brother] reminds us that the 2021 was the second worst year in history after 2020. In 2020, there were only 400 million tourists worldwide. In 2021, the figure was 415 million. 4% more than the previous year, but still 72% below the 1.5 billion tourists recorded in 2019. However, in its latest period, issued this month, the UNWTO forecast and I quote, a stronger-than-expected recovery is expected ahead. Thanks about what it refers to as strong pent-up demand, In particular, intra-European travel and U.S. travel to Europe. There's also a relevant statistic. As of June the second 2020, total of 45 countries, 31 of them in Europe had no COVID-19 related restrictions in place. And in Asia, an increasing number of destinations have started to ease those restrictions. If we focus on Spain, the tourist prospects report for 2021 drawn up by Exceltur indicated that the Spanish GDP associated to tourism represented a total of over EUR 88.5 billion in 2021, similar to the figure achieved in 2003, but still 43% lower than in 2019. The contribution of tourism in the country's total GDP in 2021 was 7.4%, substantially above the 5.5% that the National Statistics Institute attributed to tourism in 2020, but still very far from the 12.3% recorded in 2019. As regards, the Exceltur focus for the evolution of tourism in Spain in 2022, many of them are being met, which provides another reason for hope. The alliance for tourists excellence also highlights the focus on better connectivity from source markets to our countries and also domestically. It values positively the improved performance of the [indiscernible] segment and various business tourism as well as boosting new lines of [indiscernible] linked to more flexible working models. Despite some very encouraging expectations, we mustn't forget the risk that the macroeconomic context could represent for the sector. As far as NH is concerned, I'm convinced that 2021 has probably been the year in which the largest number of transcended corporate decisions have been made since the severe international economic crisis of 2008. In the Board of Directors, we have tried to support cost-saving measures, support measures to bolster the company's financial strength and in particular its liquidity, the best brand positioning strategy and to encourage the career development and support the efforts made by our professionals. I am convinced that the Board of Directors has efficiently and constantly striven to represent and safeguard the rights of the different stakeholders in NH and naturally, the interest of all of you, our shareholders, and also the interest of all the professionals, the management team and society as a whole during such dramatic and demanding times. The contingency plan activated at the start of the pandemic, which was significantly deployed in 2021 has without doubt been one of the greatest milestones in the company, get coherence and strategic meaning to the corporate task in the different stages of the pandemic. And overall, has made it possible to minimize the effects of 2 dramatic years and to prepare the company to reach the long-awaited recovery in the best conditions. At the end of 2021, almost 90% of NH Hotels were open compared to 60% at the start of the year. In such a challenging and occasions complicated year, the company implemented different measures and plans to adapt the business and assure sustainability with the aim of minimizing costs, preventing liquidity to meet operational needs and making sure that the reactivation of the hotel sector [one to head] efficiently and providing maximum assurance in relation to health and safety. The company made very difficult decisions to do so promptly and with a strong sense of responsibility. I am convinced that the capacity to keep ahead of events and a good prior financial situation have helped us overcome the difficulties together with the management team's capacity for dialogue and to find comprehensive solutions. Among other highly relevant matters, in the first half of the year, the company completed a detailed optimization and refinancing of the corporate debt. First year current credit facilities, the ICO facility and the RCF were extended to 2026. The company also completed an issue of secured senior bonds valued at EUR 400 million maturing in July 2026 and with an annual coupon of 4%, the amount of which was used to redeem the previous bond issue, which matured in 2023. As we can see today, not only were adequate measures taken, but also advantage was taking over time on the market that enable refinancing at a very competitive cost. This was also complemented with a capital increase helped by Minor International through a total increase in share capital of EUR 106 million. Minor exercise it's right as did the minority shareholders who participated in the preferential subscription tranche, which was as was described by a factor of 10.9%. This is an important declaration of confidence by our shareholders. Furthermore, on June 30, exactly 1 year ago, and it formalized a sale and leaseback operation with LaSalle Investment Management on the NH Collection Barcelona Gran Hotel Calderón, which included an associated lease agreement for initial term of 20 years with 2 successive extensions up to a total of 60 years. Turning to other matters, in 2021, the company has continued to foster constant attention to the principles of good corporate governance. The Board's committees, both the Audit and Control Committee and the Nominations, Remuneration and Corporate Governance Committee have continued to carry out their activity on a regular basis and with the utmost rigor. As you can see, the documentation we have made available to you for this meeting, and we will be explained -- was explained by a representative of each of these 2 committees in line with this attention to the principles of good corporate governance. And as specifically written in the annual corporate governance report, NH meets 62 of the 64 good governance recommendations to changing the subject. As Chairman of the Board of Directors of NH, I'm particularly proud that our company has been included for the third consecutive year in the Bloomberg Gender Equality Index for its commitment to gender equality policies and transparency in its performance as a listed company. We are in the top part of the ranking in the 5 gender equality aspects rated by the index. Female leadership and talent pipeline, pay parity, inclusive culture, antisexual harassment policies and its commitment to women. We also have received express mentions for the corporate commitment to female leadership and the talent portfolio as well as the company's policies on equal pay and gender parity. We have also been recognized for the second consecutive year as one of the 3 most sustainable leaders in the hotel sector, according to the S&P Global Ranking consolidating our position as one of the benchmarks in the industry worldwide with regards to sustainability. These are relevant distinctions because diversity, equality and sustainability are inherent to the culture of NH and will be decisive aspects in which we must continue to deepen in order to guarantee the success of the company. Ladies and gentlemen, I'm almost finished. But before I do, I would like to share a personal reflection. In addition to the virtual, you will make in a few minutes about Item 7.1 of the agenda. The one of my reelection. I want to express my normal respect and deep gratitude to you, our shareholders, for this post as independent Chairman, both during the pandemic. And now that the good news about the recovery of the sector and especially of NH is coming in and it's more and more gratifying with every passing day. I would also like to convey my sincere congratulations and profound admiration for the management team and all the professionals of NH. It's often said that it is in the face of dramatic situation that people really show their worth, the commitment and the talent. Well, in that case, I can assure you that the professionals and the management of this company have acted with extraordinary commitment, capacity to perform and solidarity for which the entire Board and all of you, ladies and gentlemen, should feel rightfully proud. An example of the caliber of our management team is a proposal for this meeting to approve the incorporation to the Board of Laia Lahoz with the category of executive. We, the professionals, managers, Board members, shareholders and customers represent without a doubt a way of understanding [liver] tourism, travel and the experience associated to hotels are an essential part of our culture. Our group has always represented these values in this period perfectly. Now that this way of life is returning in full, it is a real pleasure to be able to tell you that NH comes to this future and the best conditions with all the enthusiasm in the world because our customers are knew, ladies and gentlemen, deserve nothing less. Thank you very much. Now we'll give the floor to the CEO, Ramón Aragonés.

Ramón Aragonés Marín

executive
#9

Thank you very much, Alfredo. Distinguished shareholders, once again, another year, I'm here to inform you about the 2021 results and the current trading for 2022. 2021, despite still having the impact of the pandemic set out at the beginning of the recovery. That's the reason why different levels of activity were affected. The first quarter was affected by mobility in all geographies. And on the second half, we started the recovery because the shift of trend, thanks to the reopening of the different markets where we have some footprint. Such recovery on the second half of the year slowed down because of the Omicron variant impact in the last months of 2020 and the beginning of 2021. The company redoubled efforts cost-containing measures with other cost efficiency measures for the first half of the year with a stringent control and discipline for the recovery month. As you probably know, efficiency has been one of the key strengths of this company traditionally. And it really is more important and relevant than ever in the backdrop of the current crisis. Reinforcing the capital structure and liquidity needs through the asset rotation policy and capital increase allowed us to deleverage at the very beginning of the year. Since March after the ending of the Omicron crisis, we have reinvigorated demand. And we are experiencing similar figures to those in 2019, as you will see later on. Since the summer of 2021, we have envisaged the steady recovery of -- recovery, growing our revenue by 54.6%, reaching EUR 834 million, of which EUR 618 million were recorded in the second half of the year, accounting for 74% of the total revenue. Now the reactivation of the activity in the second half. The cost containment measures the pricing strategy and the national subsidies obtained in certain countries allowed us to improve by EUR 201 million of recurring EBITDA for the year reporting a net figure of minus EUR 90 million. And such, the net recurring losses of the company improved by EUR 216 million compared to the situation in 2020. So the final figure was minus EUR 155 million leverage. Gross financial debt was reduced by EUR 117 million. And the final figure is EUR 568 million, maintaining high liquidity needs for the period. Our flexibility philosophy in our pricing and cost structure allowed us to maintain a certain number of hotels open during the pandemic, maintaining our customer base, especially SMEs and the freelancers that are benefiting us through the recovery right on track in 2022. We tried and maintain one hotel open in at least one city in Europe. There was hidden demand. People had to fly despite the Omicron crises, and they have no accommodation. We have detected 15,000 new SMEs in Europe and whoever tries NH, please stay with us. In 2021, 61% of opened hotels, and we closed the year with an 85% of open hotels because of the impact of the Omicron variant, but the company has always been flexible adapting it. [Surfed] to the circumstances and the number of hotels was always flexible because of the very low cost structure that allows us to open them on the go and shut them up as well. Since March, all the hotels are open in our perimeter. Let me just walk you through the key financial magnitudes of this period. In 2021, as I said earlier on, revenues grew by 55%, reaching EUR 834 million which meant an increase by EUR 200 million. Such evolution was possible because of the lower restrictions to mobility in the second half of the year. First of all, in Southern Europe, namely in Spain and Italy, but later on [indiscernible] of the European countries. Occupancy rate increased by 9 bps up to 34%, 49% on the second half of the year. Likewise, the average price per room increased by 6% in the second half of the year, roughly EUR 89 per room, the average price reached at the end of the period, EUR 95 million (sic) [EUR 95]. The current diversification of the group is reflected in the distribution of the revenues 32% in Spain, which are benefiting from the lower restrictions to mobility, 19% in Italy, 16% in Benelux and 29% in Central Europe, main country is Germany, and 6% in Latin America. Higher recovery in Southern Europe is explaining the higher occupancy rate in these countries, 46% for Spain. 36% is for Italy, of where the other countries had occupancy rates around 30% with a noteworthy positive evolution of the European cities in the second half of the year because of the reactivation of corporate business, clients are reaching this average price per room of EUR 95 million. Sorry, EUR 95 per room. And throughout the year, with a special emphasis on the first half of the year, we have still maintain the cost contingency plan, adapting our business to the level of activity, maintaining our sustainability and preserving liquidity. In the first half of 2021, we have maintained the dismissals and adjustments of salaries and likewise, there's going to be a major redundancy scheme in Spain, in the headquarters, which are alongside with the other corporate measures allowed us to maintain the flexibility. We have been working on the reinventing NH. This is a project that aims at adapting the cost structure, the operating cost structure. [A backup the] house to the new digital transformation. The company has invested in digitalization. And we could flourish some synergies. This was a 3-year plan. We did it in 3 months [mind you], we launched redundancy scheme. We are the only single hotel company that launched a redundancy scheme, which all players will have to follow. So yet again, we anticipated these trends. Regarding the operating cost, we have maintained a reduced marketing and advertising investment. We also reached agreements with the landowners of our hotels for leases reductions, obtaining EUR 46 million in rent reductions in 2021. Such as [indiscernible] for that 68% of the revenue improvement would be reflected on EBITDA improvements. Therefore, the cost control efforts, the pricing strategy during the reactivation of the business and the state subsidies that we received in European countries, namely in Germany have allowed us to report a substantial EBITDA improvement on the previous year. Therefore, reaching minus EUR 90 million, which is a negative result, obviously, but this is yet an improvement of EUR 201 million compared to the previous year. Likewise, 2021, the net recurring profit improved by EUR 260 million on the previous year, reaching EUR 155 million negative, which means a 73% conversion of revenue growth explained by the positive evolution of the business in the second half of the year. To conclude, as previously mentioned by our Chairman, we have reinforced our capital structure with a very prudent financial policy, reinforcing our capital structure that has allowed us to face the recovery from a position of financial strength. That's why we agreed EUR 100 million investment in unsecured loans from Minor International, which was capitalized in September 2021 through a capital increase addressed to all shareholders. Likewise, this agreement also gave the possibility to ensure immediate liquidity and has proven the strong support of our main reference shareholder, Minor International. Liquidity was also improved by the divestment in the NH Collection Barcelona Gran Hotel Calderón, flagship hotel, cashing in EUR 125 million, maintaining the operations through a sustainable contract -- a lease contract in the long run. As such, liquidity improvement allowed us to improve our maturity profile, extending the current maturities of the 3 financial facilities or main facilities, the group has engaged since 2023 until 2026. And we have also been freed from the covenant, we had really a covenant holiday from 2021 and 2022. The road map that we have engaged on in 2021 in order to improve corporate structure and capital structure give us the financial muscle to face the future. Let me just reward our CFO, and his team, anticipating the competition and other players renegotiating that very convenient movement whoever wants to do it now is going to be paying a higher cost. As a consequence of the liquidity improvement and the reactivation of the business generating EUR 29 million second half of the year, in 2021, we engaged on deleveraging strategy. That's why we paid out the revolving credit facility in the amount of EUR 236 million without having an impact on liquidity lines because such a line is still available for the group until 2026. The group also concluded 2021 with a cash flow of EUR 240 million, a net financial debt of EUR 568 million, which is a reduction of EUR 117 million on the previous year. The available liquidity, including undrawn credit facilities was EUR 481 million. This is the available liquidity. Last but not least, in order to conclude this financial fundamentals, life goes on, the company still bets on its activity, and we are still opening hotels, 2021 was no exception to this. And as you can clearly see, 2 of the 3 hotels that we opened, in April, we opened NH Collection Madison Avenue in New York. After 2 years of a strong revamped, refurbishment very close to the Empire State with 218 rooms fully refurbished with an excellent performance and the expectations for this hotel for 2023 are exceptional. In Germany, we opened the first hotel in the city of Hanover, 91 rooms with easy access to all the tourist attractions available. And I would like to conclude by mentioning 2 other hotels coming from the Boscolo transaction that we secured a few years ago, the Prague Carlo IV which is a 5-star hotel in Prague, which is national heritage with 250 rooms. And on the very same month, we also opened an NH Florence, Palazzo Gaddi which is a building from the 16th century. This is a very elegant, unique hotel with an exceptional performance and we have requested the tourist activities to move it up to 5 stars in order to be able to increase prices in view of the strong demand that we are experiencing. And also in June, we also opened a NH Collection Venezia Murano Villa in a former glassware of facility in the historical island of Murano management agreement and a big milestone of the opening of the Copenhagen NHC Hotel and the Scandinavian reagents that were captured by the competition, but the performance altogether is very positive from this hotel. And we also have a strong focus on our sustainability strategy at NH Hotel Group that allow us to revolve to a more sustainable hotel model that can benefit the communities where we operate. Our efforts to battle climate change, our 2030 commitment with the different levers to reduce by 20% carbon emissions across the valuable chain by 2030. And the next step, [Aims that] reaching carbon neutral by 2050. I would like to mentioned the recent launch of the sustainability committee, which informs the Board of Directors with different milestones, accomplishments and the sustainable performance of the company. Likewise, the company considers it's human capital assets main assets in order to build a leadership corporate culture, it is essential to manage excellent attraction and retention of talent as well as maintaining their sense of belonging to NH. In order to do so, NH Hotel Group needs to be recognized as a clear hotel leader where sustainability plays a fundamental role that is widely accepted by our customers. We need to be recognized as world leaders of sustainability and -- sustainability and recognition. This is a duty. It's not an accessory anymore. Customers are looking for sustainability. They want to be hosted in sustainable hotels. Therefore, we need to adapt our hotels to client's demands and the demands of a society as a whole. Please note that the company has continued receiving numerous awards. You have a few of them, 103 hotels. One the Trip Advisor Traveler's choice award. 17 hotels were winners of the Luxury Lifestyle Readers, Travel Awards. And some of the hotels have been named as the best hotels in Europe among their leading categories. Now let me now focus on 2022, the year of the recovery. Having mentioned the main milestones for this year, I mean just talk about the recovery where NH has a robust positioning in this sector. The first recovery stage, the weight of domestic demand has been a very positive aspect, positioning NH with a great number of hotels in different European cities allowing us to capture and of a lot of pent-up demand domestically at the very beginning of the recovery since it's offset until the corporate demand picked up a very diversified portfolio of hotels with strong presence in the European cities, excellent first-in-class locations, providing the best experience to our guests, and they are chosen by the other leisure clients and also business-related clients. Of the 350 hotels and the 55,000 rooms that we have within our perimeter, 35% are located within the top notch segment NH Collection. Now and thanks to our alliance forged with Minor International. We have [indiscernible] brands. Measuring quality is a must in order to improve our customers' experience by end of 2021. Our TripAdvisor's rating is 8.4 on 10 and 8.7% in Google reviews which was slightly lower than in 2019, but quite surprising, bearing in mind the circumstances that we have reached and the limitations that our customers have. And this speaks once again about the excellence of the teams at our hotels. Recently, based on our brand finance hospitality study, we have been recognized as the most valuable brand, fourth in Europe and ranking 15 worldwide. With these first-in-class positioning in our industry, we can secure management contracts, which is an objective of the company, balancing our portfolio with a diversified number of different contracts and lease contracts. And on the other hand, we have also designed a specific plan for the luxury segment within Anantara and Tivoli for the holiday results, operating more hotels and resorts in the Mediterranean as I will mention later on. We have drafted new proposals for the business traveler discounts for stays over 7 days to work out of home for long space of time. Also smart spaces, so to make small meetings, well, harnessing all the benefits of our hotels, hybrid meetings to foster events, reaching a larger audience in different destinations combining in a hybrid virtual and face-to-face like this one. Meeting, so you are here. And also, we have some online attendees. And NH+, a new approach of the corporate segment to SMEs that has been one of the first segments to regain activity, as I mentioned. Now back to data. We're going to the preliminary results of the first part of 2022 that have exceeded all our expectations. When in January, February, the Omicron came out real, thought it would be something that won't buy quickly. But to what extent could have an impact? Well, at that point, of all the information we had, the predictive information told us, we're talking about a strong recovery. That's why the company was the only company in the sector that didn't launch early sale campaigns, no early discounter to generate revenues because we would rather safeguard our inventory to harness the most of very strong demand that will later come. And this was the right choice, and we are gathering wonderful results, and I will explain later. Of course, in January, February, as you can see in the chart, the business was clearly impacted by Omicron. From March, we started to see our recovery. And also the reactivation of the business client entailed a positive progress in the main cities where we have a strong presence, as I mentioned before. So strategy maximize prices and helped us to reach enable the levels of 2019 in comparable perimeter, exceeding it in the month of May. Very importantly, we defended the price we sacrifice occupancy, and we bet on a recovery through price. And in April to have the same average daily rate as in 2019 is a milestone. We have overcome that in May. And once again in June. There, we have the very high levels of conversion. We can see in May, the decrease in occupancy has helped us to reach a RevPAR comparable to 2019. With all this, we should reach in the second quarter of the year figures comparable to the same period 2019. Now they are above. We were well expecting to be at the same, but we will be over EUR 500 million way above 2019 in ADR and in RevPAR. As you can see, the evolution of the revenues from EUR 140 million in April to EUR 175 million in May. And in June, we can already tell you that we're going to exceed EUR 190 million, breaking historic record in the company. Same thing happened with occupancy and the prices. As I said, we went to -- for a policy to defend the price compared to occupancy. We sacrificed occupancy in the months of March, April and May to defend a price positioning to enable us to make the most of the rooms sold. In June, we're already at 73% occupancy rate. So there's room for growth and the average daily price will be around EUR 139. This acceleration of recovery since the month of May, together with the successful price strategy enables to show on 31st May a net financial date that is less compared to the beginning of the year. This evolution of the leverage can be explained by cash above EUR 25 million. Thanks to the cost discipline we maintained and also to the state subsidies cashed in, in the first half of the year. NH has joined a loyalty program. We had the GHA DISCOVERY with more than 800 hotels. This will enable us to go from 10 million loyalty members, but we have to 20 million presence in 5 continents, many international chains and a high presence in the luxury segment, all of which are advantages for our members. So as you know, the loyalty program is one of a great direct sales lever, 35% of our revenues come from loyalty programs. And we aspire with discovery to improve these figures. The development and growth will be the main levers of the company in the next years. Not everything has been negative with COVID. We have 15,000 new SMEs, and we gained respect of our tenants, most of which are institutional funds investing in hotels and having them leased to hotel chains with variable management contracts. So having access in COVID to the financial information of the hotels, having been able to impair us with our competitors. So all of them want to do more business with us. We're going to grow in the next years with management contracts because right now, the level of trust and the ability -- the management ability of the company is very high. We have 15 hotels signed and we are negotiating a few more in the next months. And we will communicate some openings that I guarantee you, we will be of your satisfaction, and we expect a very high growth opportunity in the luxury segment through Anantara and in the holiday segment the Tivoli to complete our hotel portfolio. Some openings in 2022, Santiago del Estero, hotel under management. A wonderful hotel. I encourage you to visit NHC Milano City Life. Building is as impressive as its location. It's [indiscernible] of Cristo Rey Church from the [indiscernible] that have been fully refurbished, keeping many of the initial, original details and is just beside the Milan Congress Center with an impressive portfolio for next year. Benefiting the occupancy of the hotels, now we're going to open this year now Frankfurt of 350 rooms, a wonderful hotel also in the industrial area of Frankfurt. And finally, we are going before the end of the year, we will open one of the most iconic hotels of the company in Europe, which is Anantara Plaza Nice. There, of course, we are at a time to enjoy. Things are going well, and we expect to have a high occupancy summer seasons. Our expectation for the last quarter of the year are good. The level of -- on the books reservations already confirmed. Reservation is very high. And also with a very inception component, almost 80% come from [indiscernible]. So we still have the corporate and the rest of the month to B2C to come. So this year is already -- well, good. We have an exceptional result. So the recovery will be met. As far as 2023 is concerned, there are some trends of -- inflationary trends may entail a drop -- consumes a drop in demand. But let me tell you, this company is very well positioned. COVID has made us stronger. We have reduced our structural costs. We have made our homework. So we are working with the same team with which we went through COVID. So team with a level of commitments and solidarity that are taking on higher workloads, but we are not going to give up this milestone. We have a very efficient level in our hotels, and we are ready to stand for any drop in demand. We are the best locations in Europe, a wonderful business model. So I am not concerned, we will compete with the first quarter when last year we suffered Omicron. We have recovery levers that haven't been activated. All the big corporations start now in September. And believe me, there are huge companies that entail the high percentage in their revenues that will start working in September about Congress, consultancy, training sessions. All of this starts in September. And in [indiscernible], the [ XXL events ] start in September, and we already have a great level of confirmation for 2023 with the caution that is needed and keeping grounded. 2022, we believe will be a good year for the company, and we will be -- we will be back to the EUR 100 million net profit. This company has to be -- always be at least. Well, we wouldn't have done -- anything would have been impossible without our people. I cannot thanking of the effort of the teams and the hotels in very difficult, challenging times, having a personal risk on their health and with a commitment that believe me is something unprecedented and we mustn't forget about. So we have to keep on betting on our people, protecting the teams. We have to protect talent. We have lost people during the pandemic and the reputational level at the company is very high. Well, people are being offered things all the time. So we have to reinforce measures to protect, to retain talent and people to be thrilled and keep on working with us. We have to find a method to identify talent to follow up the succession plan of key positions to launch internal development programs, performance management time for you, MBO, [keeps] to give feedback and monitor professional development, resumption of annual training plans and consolidation of good habits, best practice, the international training platform. It offers entertaining and personalized [ contacting ], improving telecommunication and relaunched the international recognition programs internal -- sorry, not international. So I conclude with message of optimism, 2022 will be a great year, very, very good year. So the results of the month of April to December will be -- would exceed the ones in 2019. We have grown in every single segment. We have positioned ourselves better in every segment. Right now, we can access the luxury segment, we'll perceive huge growth opportunities, and we will grow in the holiday segment. We will announce a surprising agreement in the following days, and I'm sure will be of your satisfaction. And we have the great teams. The best teams. So in the future, we keep being grounded, great responsibility, but we are thrilled for the future of the companies. I want to thank our employees. They are the soul of the company. And without your vocation and commitment, it will be impossible to do this. The shareholders for the support they've given us. I mean it's easy to support when things are going well. And when we break the production record, but the difficult thing is the support we received from all the shareholders, especially Minor International in the hard times. So the owners with which we have partnerships, they are not a landlord. They are our partners, we have a common business and we'll keep on growing. Suppliers do understand the situation, to adapt a circumstance and to understand that we had to build a framework that enable us to survive everything. Themselves and us and the customers, which are the reason for working. Thank you so much.

Unknown Executive

executive
#10

Now we can watch a video about Anantara. This is what NH is today and what NH aspires to be a company that used to be only 3, 4 stars. Now it's a company that includes all this -- other range and having impressive hotels such as these. [Presentation]

Unknown Executive

executive
#11

Now we open the floor for the talking session of the shareholders, requesting intervention have been received on the platform available on the company's website during the period provided. Such purpose shall be read out and such interventions will be attached to the minutes of the meeting. The questions or clarifications that have been formulated have been brought to the attention of the table. For the purpose of the [net] find us the name and surname some of the shareholders will have the number of shares he or she owns or represents.

Unknown Executive

executive
#12

So there is a shareholder, Fernando [indiscernible], holder of [ 889 ] shares that has requested to talk. So now is the time.

Unknown Shareholder

shareholder
#13

Good morning. Chairman of the Board, Directors. Thank you. So Mr. Chairman, Directors, shareholders, I understand that as a minority shareholder, we can say anything, we're not going to make a difference. But in spite of that, I'd tell you that of congratulations. We have to trust the company. 2021 was a bad year because of COVID. The second half of the year was okay. 2022 is going well. The shares in the stock market is EUR 3.20, EUR 3.30, they go up and down EUR 0.10 So the dividends we received from you, having zero, we will and we have had a capital increase, and we put our money, our support to the company and the results of the -- to the small shareholders is zero. You opened companies in Europe, the U.S., Copenhagen. Things are going well, but the share is very low. The dividends are zero. And the small shareholders than have our own private savings and that can fully participate in the company here. Well, we have to sink -- well, sink it over a lot because we don't have the right to anything because small shareholders don't count. There are the big corporations have majority of the shareholders. And this way, I feel disappointed. As far as the external auditor is concerned, I have some concerns. You have more information than I do. And then in the code of conduct, also some questions there. Because the company is going well, but who is doing well? The directors that earn EUR 800,000? And I know they reduce the price, but with the number of directors and the price of what they earn, as you said, EUR 800,000, well, they could be reduced a little bit for the benefit of the shareholders, if you intend to have minority shareholders. If not, well, let all the big corporations have it all. And that's it. Thank you for your attention. And I hope in 2022 to be -- well, since it will be a good year, to pay out some dividends and to increase the share price.

Unknown Executive

executive
#14

Thank you, Mr. Fernando. I understand there's no other question. I'm going to answer to what has been said. I have sympathy to what Dr. Fernando has said, I joined the company in June 2015 as a shareholder -- as a director, and they haven't distributed dividends since 2007, and it was something that surprised me a lot for a company where when I joined them in 2015, we're still beginning our recovery. And one of the things that we proposed to the Board. Myself, I insisted on that was that we had to compensate the shareholders and the share had to reflect the value of the company. We started to distribute dividends in 2016, '17, '18. And also we proposed it was opposed by the Board to distribute for 2019. So in March that year, we know that the COVID happened, and we changed the decision thinking that at that time, the best thing was to be cautious and to keep the business sustainable for the shareholders. It's not the time to think about dividends yet. But in the DNA of the company and the board, we have [indiscernible] to pay shareholders. Companies who don't shareholders don't have a reason to exist, especially in a mature business such as this one, we're not in a tech company or a startup where you just have revenues and not profits, but we have to wait for the best time so that the recovery that has been explained by the CEO is carried out will take place. This year, we see that each month, we are exceeding figures of 2019, but the first quarter wasn't good. We had Omicron as we all know. So we have to wait for next year and will be a year where we'll have the ability to think about paying out dividends. And if it was made so, it would be done in 2024, charge to 2023. The minor -- majority shareholder approved to pay the dividend charge to 2019 that we had to cancel because of COVID. So they value in a positive way, the compensation of shareholders. And I think this is something that the right time will be seriously considered. Let me tell you that in this Board, in addition to proprietary shareholders, we have minor representatives and executives. We'll have, after the Board, 3 executive directors. Also, we have 3 independent directors, and we know perfectly well our task in favor of minority shareholders, and we have had them in mind from the first day. So making reference to the EUR 800,000 for the [volatilities] of the highest figure that can be distributed with in years with the same figure, and it hasn't never been fully distributed. Last year, independent directors proposed not to receive any compensation in the months where there wasn't a positive cash flow in the company, but you cannot ask for sacrifices to everyone, starting from staff, executives, hotel owners and for us as directors not to be affected or the rebate was not a percentage. It was a 100% decrease in those months. So the total figure is way less than those EUR 800,000, what was received and below the one received last year before. So I just wanted to convey our greater solidarity to what you said, and we hope the business helped. There has been no problem here. Nothing has been done wrong. We all know that COVID was something unexpected. And we are very proud of the reaction of the company, the sacrifice of the management team, the governing body, the hotel owners, the staff to have what we have now to be where we are. And we are convinced that we will be back paying dividends and the share with the value it deserves. I expect there are no further questions. So we'll continue. So therefore, speaking time, shareholders will finish. So I give the floor to the secretary so that we make -- he can make a brief summary of the proposal to be submitted to this general meeting unless there is a position. We won't have a previous reading of each of the proposals, except when so requested by a shareholder, foreseen, however, that the Secretary will make a brief summary of the proposal to be submitted to this general meeting unless there is position from any shareholder communicated orally or through the telematically enabled channel.

Carlos Ulecia Palacios

executive
#15

In relation to the proposals regarding the items on the agenda here, but informed attendees to the full text the proposed resolutions formulated by the Board of Directors are in the possession of Mr. Notary Public and have been made available to the shareholders to the website of the NH Hotel Group and the CNMV since the date of the call of this GSM. So in compliance with the applicable regulations summarized that it is proposed to the shareholders' meeting, the approval of the management and annual accounts for 2021 as well as the application of the results, the reelection of the auditors, the reelection appointment of directors, the fixing of the number of directors and the fixing of the annual amount of the remuneration of the Board of Directors and its committees.

Alfredo Fernandez Agras

executive
#16

Thank you very much, Mr. Secretary. Now let's proceed to vote each one of the proposals. So Mr. Secretary has the floor.

Carlos Ulecia Palacios

executive
#17

Proceeding to approve agreements will be as follows. Votes in favors shall be considered to be those corresponding to all the shares attending the meeting in person present or represented less the votes corresponding to the shares of holders record their vote against a bank bond or abstention, which must be duly stated to the Notary Public so that he may record it in the minutes of the meeting. In the case of telematic attendance, the sense of the vote expressed telematically by each shareholder will be considered before beginning the reading of the proposed resolutions. If they have not done so, it will be understood that they vote in favor of the proposed resolutions presented by the Board of Directors. If any shareholders wishes to change the [sense] of a vote already cast telematically, he or she may do so before the end of the reading of the proposed resolutions. In which case, he or she must express this to the Notary Public through telematic applications and must expressly state the point of the agenda to which he or she refers and the new [ sense ] of the word. Once the vote has been read and submitted to vote the agreement and the votes against, abstention of [blank vote], have been recounted the result of the same shall be proclaimed. Regarding the proposed resolutions, those matters that are not included in the agenda, if there were, the telematic attendees may cast the votes to the platform from the moment in which said proposals are read to proceed to their voting. When voting on these proposed resolutions regarding matters not included in the agenda, the votes corresponding to all the shares attending the meeting shall be considered votes against the proposal should be submitted to the board minus the votes corresponding to the shares which holders or representatives have cast through the platform of the vote in favor, blank or abstention. I proceed to submit the proposed resolution formulated by the Board of Directors to a vote. First, proposed examination approval of the individual and consolidated annual financial statements corresponding to fiscal year 2021. Proposed to approve the individual annual financial statements of the company and the consolidated financial statement of the group for the fiscal year ended on 31st December 2021. So the balance sheet, profit and loss statement, statement of changes in equity, statement of cash flows and annual report. Votes against, blanks or abstention? Having carried out the voting and there being a sufficient majority of votes, this proposed resolution is approved. Second proposal, examination and approval of the individual and consolidated management report corresponding to fiscal year 2021. To approve the individual and consolidated management report corresponding to the fiscal year ended 31st December 2021. Votes against, blanks, abstention? Having carried out the voting and there being a sufficient majority of votes, this proposed resolution is approved. Third, examination and approval of the consolidated statement of nonfinancial information for the fiscal year 2021. To approve the consolidated statement of nonfinancial information for the fiscal year ended December 31, 2021. Votes against, blank or abstentions? Having carried out the voting and there being a sufficient majority of votes, this proposed resolution is hereby approved. Fourth proposal, consideration and approval of the proposal for the application of the results. Proposed to approve the application of the company's results corresponding to the fiscal year ended on December 31, 2021, in accordance with the proposal approved by the Board of Directors dated February 24, 2022, as detailed below. The base of distribution is profit for the fiscal year 2021, EUR 168,062,794.28. We proposed the distribution as follows to this real legal result, EUR 16,806,279.43, and the remainder, EUR 151,256,514.85 to results of previous years. Any votes against, in favor or abstentions? There being a sufficient majority of votes, this proposed resolution is approved. Fifth, proposal and approval of the management of the Board of Directors during the fiscal year 2021. We propose to approve the management of the Board of Directors carried out during the fiscal year ended on December 31, 2021. Any vote against, blank or abstention? Well, there being a sufficient majority of votes, this proposed resolution is approved. Proposal #6. Reelection of the appointment of the auditor of the company and its consolidated groups. So we propose to reelect appointment as audit of the accounts of the consolidated group PricewaterhouseCoopers Auditores, S.L. with tax identification number B-79031290 registered to the official registry of auditors under number S-0242, for a period of 3 years beginning with the fiscal year, which will end on the 31st December 2022. Any vote against, blank vote or abstention? Well, there being a sufficient majority of votes, this proposed resolution is approved. Seventh proposal, an appointment, reelection and ratification of Board members. So it's proposed to reelect and appoint the following Board members: 7.1, reelection of the Director, Mr. Alfredo Fernández Agras with the qualification of independent for the statutory term of 3 years. Any vote against, blank or abstention? There being a sufficient majority of votes, this proposed resolution is approved. 7.2. Reelection of Mr. Kosin Chantikul as Proprietary Director for the statutory term of 3 years. Any vote against, any blank or abstention? There being a sufficient majority of this proposed resolution is approved. 7.3. We propose the appointment of Mrs. Laia Lahoz Malpartida as Executive Director for the statutory term of 3 years. Any vote against, blank vote or abstention? There being a sufficient majority of votes, this proposed resolution is approved. Eighth proposal establishment of the number of Board members. We want to fix the number of Board members at 10 within the minimum and maximum limits established in the company's bylaws. Any vote against, blank vote or abstention? Having a majority of sufficient votes, this proposed resolution is approved. Ninth proposal, setting the annual amount of the remuneration of the Board of Directors and its committees. At the proposal of the Nominating, Compensation and Corporate Governance Committee, we proposed this company to set at EUR 800,000 total gross annual maximum amount of the fixed allowance and attendance fees of the Board of Directors and its committees for the fiscal year 2022. Any vote against, blank vote or abstention? There being a sufficient majority of votes, this proposed resolution is approved. Proposal #10, consultative vote on the annual report on the Director's remuneration. Proposed to approve on a consultative basis, the annual report on the Director's remuneration, the full tax to which was sent to the CNMV and is published on the website of the CNMV and NH Hotel Group, S.A. Any vote against, blank vote, or abstention? There being a majority of sufficient votes, this proposed resolution is approved. Proposal #11. Information on the approved amendments to the regulations of the Board of Directors. We informed the GSM of the amendments approved by the Board of Directors and its meeting held on July 28, 2021, which are included in the documentation provided to the shareholders for the purposes of the necessary adaptations in order to adapt its content to Law 5/2021 of April 12 to adapt its content to the best practices of good corporate governance. These amendments have already been registered in the mercantile registry. This resolution is not submitted to a vote as it is a merely informative point. Proposal #12, delegation of powers to formalize, clarify, interpret, correct and execute the resolutions adopted by the GSM. We propose to jointly and severely empower Mr. Alfredo Fernández Agras, and Mr. Carlos Ulecia Palacios Chairman and Secretary, respectively of the Board of Directors so that either of them make formalize and execute the foregoing resolutions being able to grant for such purpose, public or private documents that may be necessary or convenient for the most exact compliance and their registration in the mercantile registry. Any votes against, blank votes or abstention? There being a majority of sufficient votes, this proposed resolution is improved. Therefore, all the proposed resolutions relating to the items of the agenda submitted to the meeting are approved by a sufficient majority. The result of the voting on each point will be delivered to the Notary Public for due record in the meeting minutes. In accordance with the regulations of the shareholders' meeting, it is on the voting be published on the company's website. Does anyone have any objection to the proclamation of the results? Mr. Notary, please put it on record. So on this occasion, since the minutes of the meetings are notarized, it's not necessary to submit them to the shareholders for approval. Mr. Notary Public will carry out the formalities required by law in these cases. Mr. Shareholders, this concludes the Annual General Meeting. Thank you once again for your attendance, and we bid you fair well. Until next time. So the meeting is adjourned. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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