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

[Foreign Language] I'd like to welcome everyone here for the Annual General Meeting of NH Hotel Group. It is a pleasure to be here with you all today. For a smoother running of the meeting, I would like to hand over now to Mr. Ramon Aragones, the Vice Chairman and the CEO of the company, who will run the balance of the AGM today. Thank you.

[Interpreted] Thank you so much, Dillip. And good morning, [ ladies and gentlemen ], dear shareholders. Welcome to this General Shareholders' Meeting of NH Hotel Group, which is being done in a hybrid way. So [ much of a ] face-to-face meeting but also being streamed. And that has been conveniently organized abiding by the bylaws of the company. We -- present are Board of Directors, Dillip [indiscernible] [ as well as the directors ] Mr. Carlos Ulecia Palacios; the directors [indiscernible] Montes-Jovellar, Mr. Chojnacki, Mr. Alfredo Fernández Agras, Mr. Fernando Lacadena Azpeitia, Ms. Laia Lahoz Malpartida, Mr. Rufino Pérez Fernández and myself as Managing Director and Deputy Chairman of the Board. Also [indiscernible] Mr. William Heinecke and director Mr. Kosin Chantikul could not make it. We also have here today the notary public, Mr. Celso Méndez Ureña, who has been requested by the Board [ to authorize ] the minutes of this [indiscernible]. I will now give the floor to the Secretary of the Board of Directors, who will act as Secretary of this general meeting, who will refer to the details of the notice [indiscernible].

[Interpreted] The official announcement of [ the call ] was published on 26th May [ 2023 ] on -- in the newspaper El Mundo. And it has also been published in the website of [ the CNMV, both ] proposal and resolutions to be submitted to this -- it has also been published in NH Hotel Group's website together with all the information, all the documentation. And considering that [ this call ] is quite [ extend ], unless some shareholder asks for [ the call ] to be read, I will not read it and I will just refer to the points in the agenda. And unless there is opposition by any shareholders, we consider that the documentation has been already accessed by all the [ persons here today ].

[Interpreted] We also wanted to -- we wanted to remind those who are connected to know that, if they wish to take the vote, they will have to use [ the tab ] general shareholders' meeting. And they have the opportunity of writing their questions since 8:00 this morning, until the moments of interventions is to begin. And [ the people ] present here today who wish to take the floor will have to register in advance at the table that is set up for this purpose and which is located next to the notary public, together with [ the representation ] of their status of shareholder or shareholder representative that was provided in advance. And in that sense, I do invite you to formulate your questions or comments that will be read during the Q&A session or 7 days after holding this meeting. And these interventions will be a part of the minutes of this meeting. We will now give the floor to the Secretary so that he may [ collate number of the ] shareholders who are presented and represented here today.

[Interpreted] Thank you very much [indiscernible]. With regards to quorum and who are present here today, I will -- have tallied that 24 shareholders are present here today, who represent [ 417,988,772 shares ] that represent 95.95% of the social (sic) [ share ] capital. Out of those 24 shareholders, 8 shareholders hold 8,453 shares that represent 0.002% of the social capital, have already issued their vote online before this shareholders' meeting took place. And in this shareholders' meeting, 37 shareholders are represented, who represent 1,712,553 shares that represent 0.393% of the social capital, so in total and as a consequence, this ordinary shareholders' meeting is welcoming 61 shareholders who represent 419,701,325 shares that represent EUR 839,402,650. That is 96.318% of the social capital with a right to vote. As you all know, that is EUR 871,491,340. As established in article 148 of the [ law for capital for companies of social capital ], the company has 84,008 shares that represent 0.02% of the capital -- of the social capital. So these shares are -- to the effect of the constitution of the quorum and adoption of agreements, is used so they will have -- of -- these shareholders will see their right to vote suspended. And we have the right for [ celebration ] of this General Shareholders' Meeting, this ordinary shareholders' meeting.

[Interpreted] So as read by the Secretary, we consider that this General Shareholders' Meeting is validly called. And now and for the [ call effects ], I will give the floor to [ Mr. Notary ]. And then those who have reservations or would like to make any protest with regards to the figures that have been read with regards to the number of shareholders that are represented here and the capital that is represented here, please let us know following the right channels so that the notary public can write down your observations and include them in the minutes. I will give now give the floor to [ the notary ]...

[Interpreted] As agreed in article 101 of the mercantile registry and as notary of the meeting, I advise that, if any shareholder wishes to express reservations or protest regarding the statements relating with the number of shareholders in attendance or the capital present, they may do so at this time at the table where I'll find myself [indiscernible] or through the online channel that is under general meeting telematic attendance, so that it can be recorded in the minutes.

[Foreign Language] [Interpreted] Since there are no objections, I confirm that the Annual General Shareholders' Meeting is validly constituted on the first and only [ call ] to try and deal with all the matters that are included in the agenda. I will now give the floor to the Chairman of the Audit and Control Committee, Mr. Fernando Lacadena.

[Interpreted] Good morning, dear shareholders. I [ take hold of the floor ] today as President of the Committee -- of the Audit and Control Committee of NH Group [ before I stop being ] the president of [ affairs ] committee. Our mission is to be of support of the Board of Directors in their functions of surveillance and control of the actions of the company. We have been working on the efficacy of internal control. And we have [ begin in depth versus more of the elaboration ], presentations of all financial information that has to be provided to shareholders and the market in general [indiscernible]. [ And these, we published both ] for this General Shareholders' Meeting. The individual and consolidated accounts [indiscernible] on website of the company, [ for your examination. The accounts for -- the period accounts ] have been formulated by the Board of Directors. [ And thus, on ] February 22, 2023, after the favorable report of the Audit Committee, they have been updated; and these are the ones that we present to you. On [ May 17 ], I presented my -- I decided to -- I presented my resignation and together with other directors. And we have actually published that letter through the CNMV's website. I will be resigning after this General Shareholders' Meeting. As I am here before you and -- I wanted to let you know that I have been working [ years and years ] so that we could constantly improve the internal [indiscernible]. During my term as Chairman of the Audit and Control Committee, we have worked on internal controls so that we could mitigate the risks in the sector and to improve [ audits processes ] and the supervision of financial [indiscernible]. And we have [ included ] higher transparency standards. And we have maintained [indiscernible] so that [indiscernible] an environment that really safeguards the interests of all of you, ladies and gentlemen. It has been a challenging road [ ahead ] with the situations that have never been lived, such as the pandemic where we had to close many of the hotels in the countries where we operate, but nowadays, we have managed to achieve significant advances and the global integration of processes in a diversified group such as NH Group. We have strengthened our collaboration with stakeholders, which has allowed for a greater efficacy and efficiency in the [ revisions ] and evaluations that we usually carry out. During my mandate, we have faced challenges in the entrepreneurial [ scene ] and the regulatory one as well. We have always tackled them with adaptability, and we can tell you that our company has always been abiding by all regulations [ that we face ]. I also wanted to express my deep thanks to all the members of the Audit Committee, including its secretary, for their dedication, their experience and for the help that they have provided me with for the good work of this committee. It has been an exceptional group very much committed with excellence and with integrity in all of their responsibilities. They, together with the department of internal audit and a magnificent team that the company has, have allowed for this to be a solidly controlled corporation that guarantees an excellent quality in financial information that they periodically produced. Focusing on 2022. I wanted to state that the audit and control commission has held 4 sessions, with debate during them and with participation of all its members and tackling all of the topics. As the group that provided all of the information -- all the financial information, we have reviewed all of the accounts. And we have issued, in every case, recommendations that were always free and independent recommendations before the financial statements were approved by the Board of Directors. The commission has also been directly in touch with the external auditors. And we have in some cases had bilateral meetings, without the management team being present, just to verify that they had no limitations in the planning and in the carrying out of their work. We have been saying in writing, before the issuance of their audit report, that they have the necessary requirements of independence for them to carry out their job. And as a consequence of all the previous tasks that were carried out, the commission concluded that the financial accounts for 2022, the individual as well as the consolidated ones, have been formulated following the principles and standards of accounting that are to be applied to NH Group. And we have informed in a favorable way about the situation to the Board of Directors, and now those reports are submitted to you for their approval. The external auditors issued an opinion without any [indiscernible] for the 2022 exercise. That can be seen amongst all the public documents that are available to the shareholders. The commission has also received a confirmation by the auditors that, during their work, they did not observe any significant weakness in the structure of internal control of the company and they did not detect any irregularity or any breach or [indiscernible] fulfillment. And with regards to the requirements for internal control, the commission has been supervising all the risks relating to internal control for financial information, what is usually called [ the SIF ]; and the nonfinancial information which is in there. And the result in both cases was satisfactory. The commission has also carried out an evaluation of all the operations, all of the linked operations that the company was going to put in place. And these operations have been analyzed before they were formalized so that we could confirm in an independent way that they were being carried out following the market conditions and that they were fair and reasonable from the point of view of the company's interests. The analysis carried out by the commission as well as its approval of the Board of Directors have been carried out without the participation of the proprietary directors. I wanted to just share with you a message of continuity and commitment. The commission, the audit and control commission, that we have left as legacy to the company is strong and solid and needs to be an example of transparency and commitment. And I encourage you, dear shareholders, to support this commission together with the president of this commission and to overcome the recent events known by all of us [indiscernible] being committed to the best corporate governance practices. It has been an honor for me as president of the audit commission to serve to this great company and to all of you. And I take with me valuable lessons, unforgettable memories and the satisfaction of having contributed to improving the trust towards our organization. Once again, thank you for your support during these last few years. That was absolutely necessary so that we could carry out all of the improvement initiatives that we set up. And I wish you all a prosperous future. And thank you so much for listening. I will now give the floor to the president of the commission for appointment, remunerations and corporate governance.

[Interpreted] We give the floor Mr. José Maria Cantero.

[Interpreted] Good morning, ladies and gentlemen. Since 2019, I have had the honor to share some words with all of you during these General Shareholders' Meetings as the President of the Appointment, Remuneration and Corporate Governance Committee. 4 years ago, I committed myself during my first participation as president of this commission, which was to constantly improve the good corporate governance of this company and the social responsibility plan of the company as well as all of the functions that come with this commission; more specifically, the analysis and validation of the proposals for appointment, reelection or ratifying the persons of certain directors, together with the supervision and control of the remuneration policies for the directives and members of the Board. And all of these in a way that would still guarantee the sustainability and profitability of the company in the long term as we reinforce the capacity of the group so that we may continue attracting and retaining talent. The Appointment, Remuneration and Corporate Governance Committee has met during the last year, 2022, 4 times. And before it, the people responsible for the different departments of the company have appeared, as well as external experts, fulfilling completely the tasks that we were to carry out. In order to illustrate this commitment, I will now share with all of you the main tasks that we carried out during 2022: reviewing and approving the remuneration of the Board and the directives of the company, a favorable report for the appointment as well as the terms and conditions for the Chief People Officer and the Chief Strategy Officer. We have examined, verified and approved the annual report for 2021; the corporate governance report, the appointments and remuneration report, the yearly report on Board members' remuneration and nonfinancial consolidated report -- the evaluation and approval of the variable remuneration of the executive directors based on the achievements of 2021; the revision and approval of the objectives that are linked to the variable remuneration for 2022 for executive directors; information on the CEO about the liquidation of the variable remuneration for 2021 for directives as well as the objectives that are linked to variable remuneration for 2022; proposal and approval of an extraordinary bonus for the CEO, Mr. [indiscernible]; as well as a compensation for the extraordinary dedication, to the commission of audit and control during 2022; approval of the payment of the third cycle of variable remuneration which had to be paid on January 2019 and ended in December 31, 2021; a proposal and an approval for the launch of a new remuneration program, a variable remuneration problem (sic) [ program ], over the long term that will be initiated retroactively from January 1, 2022; proposal and an approval of the launch of a new long-term biennial remuneration plan for 2022, 2023; and also the proposal of a report for the maximum remuneration that is to be paid to all the nonexecutive directors, which will be set at EUR 800,000. Evaluation of the Board of Directors following the mandate that is contained in article 529 of the [ law for capital companies ] and the CNMV or good governance of listed companies; and proposal and report regarding the reelection and the appointment of Mr. Alfredo Fernández Agras as proprietary directors -- Mr. Kosin Chantikul, who is an independent director -- proprietary and independent director; and Ms. Laia Lahoz Malpartida -- and then the creation of the Sustainability Committee of the company; the validation of the report [ for the alienation ] of the company with the recommendations [indiscernible] climate disclosures report and the validation of the conduct code. After these revisions carried out in 2022, and since this will be my last presentation before you since, in May 2023, I resigned together with all the independent directors for reasons that were explained in depth in the letter that was sent to the Board of Directors and that is available for you to read on the website of CNMV, I would like to end with 3 messages. First one is [Foreign Language]. [Interpreted] I would like to ask Minor to consider that, since they are the main shareholders of this great company -- since May 10 until June 8, you have increased your participation from 94.13% to 95.87%. You have also stated that you did not have an intention to share -- to buy more shares after that month or promote an IPO, but if you were to do it -- or a takeover, but if you were to do it or you do open the possibility of having -- that possibility, that takeover would have to be at a price that is approved by the CNMV, so my request is simple. Please promote that exclusion takeover. With this, you would not only not cause for minority shareholders to stay in a company that is lacking liquidity due to the last purchases that have been carried out -- and you would give them an exit at a fair price according to the procedure that has been established for that possibility. And the second message would be a message to the shareholders to inform you that the Appointment, Remuneration and Corporate Governance Committee has been intensely working during the last few weeks so that, in record time, we may guarantee that the commission that I preside over [ were to ] propose 3 new independent directors so that we would allow for the company to not be out of independent directors during a whole period. Well, it is a great satisfaction to inform you that the commission has unanimously approved to propose 3 new independent directors to the Board. The Board also has approved unanimously those directors on June 27, guaranteeing that there will not be a scarcity of independent directors and that they will be appointed this afternoon. These new independent directors that have been approved by the Board and that are present here today are [ Ms. Miriam Gonzalez Arqueta, Ms. Maria Sachimon and Mr. Thomas Lopez Ferneran ]. And the third and last message would be that of thankfulness to you all, dear shareholders, for your trust during these last 7 years. I would also like to thank the collaboration, to the members of the commission, the appointment, remuneration and corporate governance commission, for their support during these years; to the secretary of the commission as well and to all of -- committee, sorry; and to all the members of the directives team that have collaborated with us with professionalism and engagement. We have gone through very complex times, not just COVID, that had dreadful impact in our sector, but I am satisfied leaving this company being more profitable but also better and managed by a solid and a strong management team. And I hope that all the shareholders will benefit from the value that this improvement of the company, I'm sure, will reflect. Thank you very much.

[Foreign Language] [Interpreted] gentlemen, dear shareholders [Foreign Language]. [Interpreted] We should remember them for the great value and the huge stability that they have brought. In these extremely adverse conditions, NH successfully preserved its viability and its future. And we did so consolidating a differential strategic approach to the business, thanks to which we managed the health crisis in a responsible and also a very efficient way. I will refer to this again further on. Right now we have the best starting position, a sound orientation towards the upper and luxury segment, which is the preferred approach in this market. We also continue to have the support of Minor Hotels, which has been decisive in allowing NH to gain footing and to consolidate itself in the luxury sector in record time. I would even say that this has been the first time in our history. If we look at tourism in our country: The prospects are also optimistic. In 2022, 71.5 million tourists visited Spain, which represents 86% of the 83 million tourists in 2019. As far as spending is concerned, they left over EUR 87 billion, 95% of the figure for the year before the pandemic. As you know, that is the reference point that we have been following in the sector during the pandemic. The current minister of tourism, Héctor Gómez, expects the number of tourists in 2023 to exceed 85 million, which will be a new record for our country. The most recent report issued by Exceltur on tourist prospects highlights that nominal tourist activity in Spain grew by 10.8% between January and March compared to the same quarter of 2019. And for the full year, Exceltur is confident that tourism will represent 12.3% of our total GDP, 10% more than in 2019. However, this nominal recovery is mainly due to an increase in prices, which is associated, on the other hand, to an even greater increase in costs. If we discount this combined effect, the activity in the sector is still below the levels of 2019. The forecast for the full year is that activity will continue to be 1.9% inferior, while by then the GDP for the Spanish economy as a whole will be 2/10 higher than the pre-pandemic levels, according to Bank of Spain's estimates. Exceltur also warns of a veiled threat that could become a real risk further down the line: the rapid return to the market of housing for tourist use, which continues to benefit from the uncontrolled and to a large extent illegal way in which owners are allowed to operate in a large part of the country. In short, the tourist sector in Spain is approaching a change in direction that will leave the effect of the pandemic behind once and for all. We all want to exceed pre-pandemic figures; and on that basis, build a future together in the tourist sector, a sector that is more qualified, more sustainable and more profitable and also more respectful of its host societies. At the Board of NH Hotel Group, we have tried to light the way to the future with our headlamps dipped or on full beam, as required, as we strive to advance in a safe and reliable way, leaving nobody behind. I think this has been an arduous and very admirable task carried out at all times with a good understanding, which has been key in enabling the company to get to where we are, in the best financial, strategic and business conditions. In June 2022, the then-President of NH gave a rigorous account of the work undertaken by the Board. He saw as one of the keys to success the renegotiating of contracts during the pandemic. These are leasing contracts, which as you know is a considerable element within our business model. As well as working on the growth policy. The entire Board agreed then on the importance of consolidating the unified brand architecture with Minor Hotels to attract long-haul Asian and American travelers who would massively choose Europe as a tourist destination once again. In 2021, the Board also unanimously backed the corporate debt refinancing plan and the gradual repayment of its main items. It is a fact that, at the time, the injection of capital from Minor was decisive in allowing the group to place simultaneously on the market a secured senior bond issue of EUR 400 million to extend the syndicated credit facility; push back the repayment of its loan secured by the official credit institution, which has now been repaid in full. And we are the only hotel company that has paid back its official credit institution loan. In short, Minor International's support throughout the pandemic signified the turning point that allowed NH Hotel Group to come through; and it did so paying special attention to preserving the rights of minority shareholders. Similarly, since Minor acquired a stake NH -- in NH in 2018 and following the framework agreement between the 2 parties which was formalized in 2019, once again with the unanimous backing of the Board, the integration of Minor has contributed significant additional value to NH, access to principal markets in Asia, with a solid position in the 5 star and luxury segment, which has proven decisive in our company's excellent performance since the pandemic. What's more, during 2022, the company has continued to pay constant attention to principles of good corporate governance. The Board's committees, both the Audit and Control Committee and the Appointments, Remuneration and Corporate Governance Committee, which have a majority of independent directors, have continued carrying out their activity on a regular basis and with utmost rigor, as you can see in the documentation that we've provided you with for this meeting. With regard to this attention that has been paid to the principles of good corporate governance and as can be seen specifically and in detail in the available annual corporate governance report, NH complies with 61 of the 64 good governance recommendations. During 2022, the Board of Directors of NH approved an update of the code of conduct, which fulfilled the new legal requirements and incorporated best practices on compliance which are applicable to the company's professionals. The code also includes the internal procedure for conflicts of interest and related party transactions, adapted to the most recent modifications of the Spanish Companies Act. In short, I would like to emphasize to you that, in exercises in its activities, the NH Hotel Group's Board of Directors has been subject at all times to the highest standards of governance, as has been attested for several years by the leading international indicators. Our company was chosen as 1 of the top 100 in the Sustainability Yearbook for 2023 of S&P Global, where it appears as one of the most sustainable hotels in the index. And it has also been -- for 10 consecutive years, it's been selected by FTSE4Good, created by the London Stock Exchange, which measures governance parameters and ESG criteria based on public corporate information. It has also been selected, in the last 4 consecutive years, among the companies included in the Bloomberg Gender-Equality Index for its commitment to equality policies and for the transparency in its performance as a listed company. On this basis, allow me to refer to certain recent events that have taken place within the Board. As you know, the company's majority shareholder, Minor, decided to initiate a process of study and analysis of a hypothetical delisting takeover bid on the shares of NH. For this purpose, Minor received advice from EY as an independent expert for the valuation of the shares in NH. The Board was fully aware of this process, who hired or engaged its own independent expert of renowned prestige to protect in particular the interests of minority shareholders. As is public knowledge, the value range determined by EY was between EUR 4.81 and EUR 5.68, while the value determined by the independent expert engaged by the Board of NH was below that range of value determined by EY. In any case, the process initiated by Minor did not receive the approval of the CNMV with regards to the price of the takeover bid. And consequently, as a consequence of this, Minor notified CNMV on the 5th of May 2023 of its lawful decision to desist from the aforesaid process of exclusion from trading. On the basis of this decision, Minor gave notice of its intention to initiate a process to buy the shares of NH over a 30-day period at market conditions, all of this, as notified by Minor, to provide an additional liquidity mechanism for the shareholders of NH. As a result of this, Minor has acquired 1.74%, which added to the 94.13% it held previously means that Minor currently holds 95.87% of the company's share capital. These events caused the company's independent directors here present, Alfredo Fernández, José Maria Cantero and Fernando Lacadena, to give notice on May 16, 2023, in a joint letter, of their decision to resign irrevocably as independent directors of the company, with effect as of the end of this shareholders' meeting. The reason given for their resignation is their disagreement with Minor's actions in relation to the acquisition of NH shares on the market after withdrawing from the process of the delisting takeover bid, which in their opinion would be damaging to the company's minority shareholders. This stance is not shared by the rest of the management and Board of Directors, as stated in the communication of May 19, 2023, sent to the CNMV. Furthermore, these resignations have made it necessary to recompose the company's corporate governance body by initiating a process for selection of new independent directors, which has been successfully completed, as José María Cantero has already informed you; and by appointing Dillip Rajakarier and myself as the new Chairman and the Deputy Chairman, respectively, on the Board of Directors, in spite of the unfavorable report of the appointments and remuneration committee, inevitably, as there were no other independent directors except those who were resigning. Finally and in light of the communications received from a shareholder seeking to make an accusation of irregular use of information during this process for the purchase of NH shares by Minor, I have to tell you that the information to which Minor had access and which served as the basis of the valuations by the independent experts does not constitute privileged information. On the basis of this, all the executive directors and members of the executive committee have decided individually to sell our shares in NH on the market during this process. Our commitment to and confidence in the NH project is absolute, but like the rest of the shareholders who have decided to take advantage of this window of liquidity -- indeed many of them are historical shareholders of NH who decided not to sell in the 2018 takeover bid. Each one of us has taken into consideration to greater or lesser extent, depending on each individual case, a series of factors such as the market price and conditions, the low levels of trading prices up to May 2023 and Minor's own statements as of the May 9 when it stated its intention to not promote the exclusion of NH shares from trading at the end of the 30-day share purchase period. In conclusion, ladies and gentlemen, as Deputy Chairman of the Board, I must reiterate that all the decisions and actions taken by the Board of Directors have been in compliance with the applicable legislation and internal procedures and that NH maintains and will continue to maintain very high levels of corporate governance, in line with recent years. And now I'm going to speak in my role as CEO, if you allow me. And I'm going to provide you with information about the results of 2022 and expectations for 2023. So we shall begin with this photograph of the wonderful city life in Milan. Our latest opening in Milan is a wonderful hotel. You enter it via a church, as you can see on the photo. And this has been an absolute success right from the very first moment. Can you pass on to the next page, please, of the presentation? Thank you. First of all, we will have to talk about the results for 2022; and after that, the development of the business in 2023. 2022 is a year which needs to be divided into 2 clearly differentiated periods: a first quarter affected by Omicron in a serious way, where we suffered the effects of the crisis; and then an accelerated recovery as of April, which was consolidated month after month to such a degree that some of the months last year were record for sales in the history of the company. And this combined with cost control, which you know is a strength of the group, has allowed us to produce figures which are very promising throughout 2022 as part of the recovery, which continues in 2023. I would nonetheless like to highlight that the generation of cash, as we saw afterwards, allowed us to reduce the levels of debt. The main milestones I would like to highlight is the fact that we have achieved revenue of EUR 1.759 billion, which represents an increase of EUR 925 million compared to 2021 and EUR 41 million compared to 2019. We are one of the few Spanish companies who improved their sales compared to 2019 when talking about 2022. Together with the reactivation of the business in the second quarter, the price strategy and cost control allowed us to reach 850 million (sic) [ EUR 250 million ] in EBITDA, which is 85% of the figure that we obtained in 2019. That is why in 2022 the company had its first year of profit since 2019, reaching a net benefit of EUR 100 million, including the [ excess for ] sale of assets. And as for debt level, I wanted to highlight the fact that our financial debt was reduced, EUR 260 million less. And we closed the year with EUR 308 million with a high liquidity level. And here you have the main KPIs, the main indicators of the business evolution. We have gone from 1.7 million (sic) [ EUR 1.7 billion ] in 2019 to EUR 1.759 billion in 2022. In the meanwhile, we had the COVID during those years. The geographic distribution of the revenues is as follows: The main market that we have is the Spanish one, followed by Italy and Benelux. And more slowly, there's Germany and the Americas. And this has mainly been based on prices. This is a constant. Those who have been with us for a while know that the company will always be focusing on increasing prices instead of occupancy. Our RevPAR is filled with price more than occupancy so that we could show an increase. We see here an increase of price, 19% increase in price, since 2019. And occupancy went down 11 points due to the strategy of safeguarding our fees, our tariffs, getting the same RevPAR than in 2019 but obviously a healthier RevPAR more focused to the price than to occupancy. And here we have, as you can see on this graph, increases in prices, substantial increases in Italy, followed by Benelux and Spain; and a slower recovery that's also constant in 2023 in Germany. Latin America did not recover in 2022. That recovery is now taking place in 2023. So we have managed, thanks to this commercial strategy, to go from EUR 90 in the first quarter to EUR 122 at the end of the year. So as I was saying previously -- that was blocked. Sorry. So the [ grow ] expectation benefit reached 85% of what we achieved in 2019, going our EBITDA from EUR 294 million, after 2 years when our EBITDA was negative during 2020 and 2021, to EUR 250 million. So something that we managed to obtain during 9 months, because the first 4 months, due to Omicron, we had a negative EBITDA. And the first year of recurring profit, from EUR 103 million to EUR 76 million, and to EUR 100 million if we consider the income from the sale of assets. So for me, something that has always been one of the elements that I identify -- the company is having a low debt level. We went from EUR 179 million of net debt to EUR 685 million in 2020, EUR 568 million in 2021. And thanks to the efforts that we have made and selling assets and generating cash flow and the excellent cost control strategy of the company, we have reduced from EUR 685 million to EUR 308 million, with the -- obviously with the capital increase by Minor, with an available liquidity of EUR 569 million. And I wanted to highlight the main milestones with regards to development. To your left, you have the marvelous Anantara plaza in Nice, an extraordinary hotel, with no doubt whatsoever, the best in the city. I really encourage you to visit it. I do not invite you because you would [ blow up our expertise and account ], but it is an amazing hotel, so I encourage you to visit. It's one of the Anantaras we have in Europe. That is helping us position ourselves in the luxury segment, and I am convinced that it will be the most resilient segment in Europe. And then the Milano City Life that I have already mentioned; and then an iconic hotel, the nhow Frankfurt. nhow, as you all know, is our lifestyle concept. Each of the hotels is different, and they have a different topic to them. For instance, the nhow Frankfurt has used the symbol of money. So this is an iconic, disruptive hotel. And we will find in it banknotes and euro symbols, dollar symbols all over the hotel. It's a marvelous hotel. And to your right, you have a classical example which is that of a boutique NH, the Milano Corso Buenos Aires that has recently been opened and that is working very well. And we have 2 new openings in South America, NH del Santiago del Esteso (sic) [ NH Santiago del Estero ] in Santiago, Chile and then a new boutique hotel in Cali in Bulevar del Río with -- and other management contracts. And so the company is really fighting for sustainability. We can see that on this slide. And from 2020 to 2023, we have launched a sustainability plan based on 2 pillars: UP FOR PLANET and UP FOR PEOPLE. And thanks to them, the company has created a positive impact both financial, environmentally and socially where we have a presence. And NH is now considering its operational model so that we can operate in a decarbonized way in the planet. We are fighting against climate change, investing in the decarbonization of our activities. We want to position ourselves as a hotel chain that is a referent in sustainability caring for the planet and the people by being more diverse and inclusive. Let me just highlight the fact that we are betting for green energy. 100% of the energy used in Spain is green energy. And in Europe, 65% of our energy is green. And finally, to end this first part of 2022: all of the awards that were given to the company. 21 hotels got the travelers' choice award from Tripadvisor. We had 21 hotels that have been given the Luxury Lifestyle readers' travel awards award, and many of them have been considered the best hotels in Europe in their categories. And briefly, I will talk to you about the evolution of the business during 2023, where we see a consolidation of all of the trends that were already seen in 2022. Here we can see that we still don't have the first semester figures that we will communicate to the market when the time comes, but we do have some information regarding the semester. As we can see on this graph, occupancy is growing already but without having to forgo our price growth strategy. In May, June, we have kept on growing on ADR. [ We're ] 20% of what we had in 2019. Our income is -- or our revenue is also increasing. And I also wanted to talk to you about the conversion to EBITDA, as we can see that, during the first quarter, it was negative, but we have a business model with 200 hotels that have lease agreements, variable lease agreements. Obviously we pay the same lease during 12 months, but during the first quarter, which is our low season, the impact of lease in our accounts is quite important. That is why we have this result, but then the months where we have better revenue, obviously we also improve our conversion. But as sales go up, since we have a variable lease model, this has an impact on our EBITDA. And then what's really important here is the increase of costs that we are suffering all over Europe, with costs that have reached 20% in some cases, such as for instance the costs of laundry in Germany and payroll costs and food. Interest rates are impacting us at all levels, and at this time, we have not gotten the conversion rates that we are used to. This is going to be a constant in the future. And the great strength of the company is cost control. And we will have to keep on focusing on maintaining strict cost control to achieve a conversion rate which is the one that the company is used to. And this favorable evolution of the company during the first 5 months also allows us to reduce our net financial debt, EUR 34 million less. So from -- so we have gone down to EUR 274 million from EUR 308 million. We have a financial improvement that has been recognized and verified by the rating agencies. Moody's has improved our qualification from B3 to B2 with a stable perspective, and Fitch has improved its rating from stable to positive in April, and it also has improved it from B to B+. One of the great opportunities that arose when NH -- well, actually, when Minor became the majority shareholder for NH Group was the possibility of using their brands, Minor brands for our development in Europe. And until Minor was part of us, we were positioned in middle and up and upper scale. But since Minor has been part of the -- and lifestyle as well. But now thanks to Minor, we have entered the world of luxury [indiscernible] Tivoli and Anantara. As you know, Tivoli is a Portuguese chain that belongs to Minor. Minor allowed us to manage all the hotels in Europe, and we have leveraged Tivoli as a brand because it is a brand with an excellent presence in the holiday sector to also enter the world where we're not present. We are developing more and more projects, holiday projects that also complement our offer and our positioning as an urban company. Anantara is an ultra-luxury brand that can compete against any of the international ultra-luxury brands, and we have many expectations set on that brand. As for the development, we still bet for growth. It is becoming more and more complicated because we don't want to grow in any way. We don't want to be the biggest. We want to be the most profitable. We are not going to sign just for the sake of it. We want hotels that will bring value. So we are very rigorous and scrupulous in the negotiation of contracts. Last year, we analyzed 130 projects, and we signed only 13, and that will be a constant in the company. Currently, there is an inflation of hotel chains that want to grow. Everyone has forgotten about COVID, and we're going to start doing crazy things as we did before COVID. Well, we're not going to do it. We have a consolidated model, a strong model. We have to be careful. Costs have gone up. So we cannot be too adventurous. We have to manage our growth in a rigorous and professional way. You can see as well what our growth expectations are. We think that NH, that has been our core chain in upper and mid, upper scale. We want to have 19%. Then we have to have 21% in collection; 22% in nhow, which is our lifestyle brand; 12% for Anantara; and 26% in Tivoli. What really catches our eye is the -- the one -- the graph, which talks about lease contracts. We will only have lease contracts where we really have an opportunity or capital cities where we don't have presence and that are substantial for the development and the strengthening of our brands. And as it happened in 2022, I'm going to share with you the main openings for 2023, our first hotel in Bern, urban boutique hotel; the Frankfurt Spin Tower in NH Collection, a congress hotel that is marvelous. And then we are betting for holiday resorts. Here, we have Tivoli Alvor Algarve Resort. It is a 491-room hotel that we signed with a management contract that is already working. Then we have the Coimbra Dona Inês, which is an urban hotel that is -- that we are managing in Portugal. We have 21 hotels, and 4 have been signed as well. We see that there are great development opportunities leveraged on the Tivoli brand, which, as I said previously, Minor has given us to manage. And this is something that allows us to grow on holidays, such as the Tivoli La Caleta Tenerife Resort, a wonderful 5-star hotel in the Adeje coast. It has 184 rooms, 4 restaurants, 5 bars. It's going to be one of the main destinations in Tenerife, I am sure of it. And then one of the last hotels is the Tivoli Portopiccolo Sistiana Resort. It's easy to pronounce as you can see. It is in the Adriatic coast. So it's another fantastic hotel that we are very proud of. And I would also like to mention our main talent, our team, our employees. Every year, you hear me say the same thing, but everything that I said before COVID has to be multiplied by an exponential figure, the commitment of all of our people during COVID. We were the first company that opened its hotels. We detected that there was a hidden demand. People who needed to travel despite COVID, they had a certificate, but they couldn't find any hotel. So we started opening hotels, and we did it during the highest point of COVID when there weren't any vaccine. And nobody decided not to work. We had our own protocols. We have been awarded for them, protection protocols for both our clients and our employees. But I wanted to repeat once again that nobody decided to say no, nobody said that they didn't want to work. They all decided to work with us, although it was risky. So to that magnificent NH team, I want to honestly thank them for their effort. And I wanted to end by thanking, obviously, our employees who are the soul of the company, shareholders, investors for their trust and for their support because they have been supporting us during all of these years and the owners of the hotels with whom we have been doing business. This is something that I always want to highlight. They all want to keep on having business with us. And suppliers who go hand-in-hand with us and help us be more competitive and help us in our policy of offering sustainable services. And our clients who obviously are the basis and the essence for all of us who work. And I will now play a video for you. Thank you so much. [Presentation]

[Interpreted] And we will now give the floor to the shareholders. The objective is for all of the shareholders who want to take the floor to be able to do so and to ask for information or clarification if that is the case, and they can formulate proposals. So I ask you to please be very clear and very specific in your interventions. And if any shareholders want for them interventions to be included in the minutes word by word, they have to ask so for -- they have to ask for that to be the case, and they will have to provide the text so that it can be included in the minutes. We will also be reading the questions and interventions that we get from the platform in the company's website, and we will include those interventions to the minutes of the meeting. The questions or clarifications that have been put forward have been brought to the attention of the Presiding Committee for the purpose of identifying the name and surname of the shareholders as well as the number of shares held or represented. Once they have been read out, all interventions will be answered together. If it is not possible to answer any question at this time, we will provide a written reply within 7 days after today's meeting in accordance with the provisions of Article 197 of the Capital Companies Act. And I will now give the floor to the Secretary.

[Interpreted] Thank you, Mr. Chairman. According to the information we have, 3 shareholders have asked to speak. They are present in this room, and there are none via telematic channels who have requested this. So we give the floor to the 3 shareholders. First of all, and in order of the presentation of the request to intervene, we have the shareholder [ María José Bofill ].

[Interpreted] Good morning to everybody. Is this working? Good morning to everybody, Board members and shareholders of NH. I have a question for you, Mr. Aragones. In reality, it's 3 questions, but I will be brief. You, yourself, and the members of the Board have sold your shares. Is that your commitment to the company? Do you really think that the value of the company is EUR 4.5 per share below the level of 2018 when Minor launched their offer at EUR 6.3 and -- or EUR 6.8, sorry. I'm convinced that in this process, there has been the use of privileged information. And that's why I have another question. Is there any information or privileged information, which could have existed in the frustrated attempt for the delisting takeover, which could have been in Minor's hands while they were buying shares on the market? Thank you very much, and that's all.

[Interpreted] Thank you very much. We will hear all of them, first of all. Thank you very much, [ Ms. Bofill ]. The second request to intervene is the shareholder [ Alicía Akar Martín ].

[Interpreted] I have 2 questions, brief questions. Mr. Aragones, why haven't you tried to prevent the resignation of the independent Board members and why was Mr. Fernandez Agras replaced as the Chairman just before the AGM? Do you not want him to speak? And I have a question for the Board. Why don't you promote or why doesn't NH promote the delisting takeover in order to give options to the minority shareholders?

[Interpreted] Thank you very much to that shareholder. Thirdly, we have a request for intervention. [ Diego Fontan ] represents [ Chris Galini, ] the shareholder.

[Interpreted] Ladies and gentlemen, shareholders, members of the Board of NH Hotels and everyone present, I am [ Diego Fontan ]. I am representing 2 shareholders who jointly hold 1 million shares. Both the shareholders began to take stocks in the company in 2021, and they trusted in it at a time which was critical because of the pandemic. And because of that trust, they increased their shareholding over 2022 and in 2023, in line with the improvement in the situation. I would just like to briefly speak here for 3 reasons. First of all, to congratulate the CEO and the management team of the NH for their excellent results in the company. After years of great uncertainty as a consequence of the COVID crisis, as have been mentioned, which affected the world economy and business sector in particular, we have seen in the publication of results for 2022 and in the report for the first quarter of 2023 as well as in the presentation of Mr. Ramon Aragones today that from the point of view of business, things have been managed very well in a situation similar to or even better than 2019. After 2020 and 2021, sales have significantly increased just as [ ADA ] and occupancy with increases in cash and a reduction in debt, which has improved the valuation of NH. The results show the commitment and the involvement of the team to achieve sustainable growth and to provide value to the shareholders. Secondly, I cannot fail to mention a very important point, which concerns me greatly, which I would not like to talk about for too long because it's public knowledge and public information. But I would just like to make a few comments regarding this. I can understand the interest of Minor to obtain the entirety of the company and take it off the stock market. But initially, Minor communicated its intention to buy at a certain price, during a period of time, as announced in Thailand in the media. The CNMV had to call them to attention because of the strange way of proceeding. And the buying of additional shares is not in line with Chapter 4.1 of the takeover bid leaflet, where it says that the intentions of Minor is, amongst others, to maintain the listing of its shares with a considerable percentage. And as we can see, the actions of Minor have been against this stated intention according to the leaflet, with free float being affected by a significant percentage. Minor has been acquiring shares at a price below the lowest range of the evaluation or assessment provided by Ernst & Young between -- and this was considered insufficient even at the higher levels. And paradoxically, this has been presented as an additional liquidity tool, whereas, in reality, it reduces liquidity at a price below the real value of the shares. And we cannot understand that the Board should present this as something positive. And also, I am of the view that Minor has used confidential information that they received within the context of a delisting takeover when it came to buying shares at a price far below the real market price of the company. This is incompatible with the framework agreement signed in 2019, where it says that the parties are committed to using confidential information, which is exchanged in line with this agreement, only in order to comply with the purposes with which -- or for which it is provided. And if we look at the framework agreement, it states that if confidential information means any kind of information that has not been made public and which has been provided by one party to the other by virtue of the obligations to exchange information contained within the clause 3.1. Similarly, any kind of analysis, summary or study abstract or document prepared on the basis of confidential information is considered confidential information. For all of these reasons, Minor, whose representatives are on the Board and are here today in the AGM, I would ask them to resolve this abnormal situation by launching a delisting takeover in line with the regulations as approved by the CNMV so that the shareholders can express their different points of view regarding the proposal. I have no doubt that this will be beneficial to Minor and will help to maintain the reputation of the prestigious brand of NH, which is a high-standing company since the last actions carried out by you has gone against the good name of the company. I would also take this moment to say that I'm in contact with other minority shareholders, and we have hired legal advisers in order to undertake any legal actions, which correspond to the duty to fulfilling the regulations and to protect our legitimate interest and ensure compliance with the agreements undertaken by Minor with regards to the delisting takeover. Lastly, I would like to praise and thank the 3 independent Board members or directors who have presented their resignation because they have shown their commitment to the company defending the interest of the minority shareholders. Thank you very much.

[Interpreted] Good morning. Can you hear me? My name is [ José Juan Sosa ]. I am a shareholder of the company, and I have been for some time now. I've wanted to ask a few questions. When you talk about the fact that you have -- or you support the development of the company -- or supported the company in its development over the years, I would like to say that the shares I bought for -- in NH Hotels, I did this in January of 2003. After that, on the 6th of September 2004, I bought more at a very tight price. And on the 15th of March 2010, I also bought more shares. You came along. I'm going to say you, I'm referring to the Minor Group. And on the 2nd of November of 2018, there was the takeover bid at EUR 6.30. After some time in the company -- well, I have always trusted the company, and from what we've seen here, we have strategic hotels, city tourism, high purchasing power, et cetera, et cetera. And so I went to the takeover. And then after that, the value fell with the small free float, the value had to fall. That's logical. And after seeing what happened in the company on the 5th of February 2019, I returned to the company, and I've been with it since. And so all I want to say is that I don't understand the assessment made by this company, EY. I don't understand how they reached the conclusions because EY, why? Well, let's see. You have talked -- from what I read, you've talked about the subject of a convertible bond, the liquidity that had to be provided by Minor, et cetera, et cetera. But I could say one thing. On the 9th of March of 2020, 2 days before the pandemic was declared in this country, you were negotiating with the CNMV. You're looking EUR 6.30 for the takeover. And now if you want to buy at EUR 4.50, that's 40% of a discount on that price. What are you trying to say then that the company right now is worse, 40% worse off than at that time? I don't understand it. And I don't think that the minority shareholders understand that. And then in the range that you've established on the basis, between EUR 4.81 and EUR 5.68, that's the average range that you have, and we know how this works. We have experience, and we know how this works when it comes to prices, what's accepted in the takeover, a low range, a high range is a negotiation, and there's a midrange, EUR 5.25. It just so happens that it coincides with 15%, 16%. I'm calculating that off the top of my head over the EUR 6.30, which you established in the previous takeover. And of course, compared to EUR 7.30, it's 20-something percent. So what I'm trying to say is that you are treating minority shareholders as if we were the enemy, as if we need to be eliminated. You almost eliminated us with the cold in this room at least today, because, well, if I don't get sick, it will be quite surprising. It's freezing in this room, in my opinion. What you don't want -- well, what we're talking about here is the elimination of minority shareholders, but we are not -- we don't have the same size as you. We're not minority though, but we're not shareholders. Like Warren Buffett says when he his annual meeting with his shareholders of his group -- business group, he says that the shareholders are partners and allies and should be respected in that way. And we should be giving a solution to this situation. I'm not intending to sell shares, and I will contact the gentlemen who spoke so that if I had to take legal action, I will join them in their actions. I'm going to offer a solution, something that's not for you and not for us. EUR 6.3 plus EUR 7.3, so that's EUR 13.60, divide it into 2. And with that price, I think we'd all be happy. And what else did I want to say? With regards to the action of some of the funds, which have done the usual practice of taking the money and running, we will take note for our future investments. Thank you very much.

[Interpreted] Thank you very much to the shareholder. We are going to answer in a group way to all of those interventions that have been made. First of all, on the indications of the Chairman, I am going to give the floor to the representative of Minor, Steve Chojnacki so that he can give an answer to all of those things expressed by [ Mr. Fontan ] on behalf of the shareholder, [ Chris Galini ].

Thank you very much. I hope you can all hear me today. Thank you, [ Mr. Fontan ] for the questions and for the comments. We appreciate those. We appreciate the spirit in which those comments are made. You did go through a number of facts that we would like to address. Firstly, you did make a suggestion, I suppose, that while we had gone through a delisting tender offer process or we had started that process with the CNMV, you did make the suggestion that because of that failed process, we attempted to buy shares in the market as an end run or as an alternative way to achieve that. That is not the case. We did -- as we have told the shareholders and the market, we did engage in the process of discussion with the CNMV for purposes of determining whether a delisting tender offer would be possible. Ultimately, we were unable to agree on the price with the CNMV. As you are well aware, we were required to hire independent valuation experts. We hired EY to determine the proper valuation. In parallel, the Board of Directors also hired a major international investment bank for purposes of providing a fairness opinion. That investment bank also came up with a price range which was lower than the price range determined by EY. Ultimately, as has been communicated to the market, we were unsuccessful. The CNMV did not accept the price that EY, the independent valuer, had proposed. And as a consequence, we withdrew from the process. Following that withdrawal, we then took the decision based on comments that we had received from minority shareholders and a perception that there was a lack of liquidity in the market, we determined to go into the market to offer to purchase shares for a limited period of time. No shareholders were under any compulsion to sell. We simply wished to offer optionality to shareholders should they wish to sell. I think the price at which we ended up acquiring shares during the course of that process was between 25% and 30% higher than the previous market price that had prevailed for the past 6 months. So our action in going into the market and purchasing shares was to offer an optionality and to offer liquidity to shareholders who wish to exit at that time in light of the fact that our delisting process did not proceed. That's my response to the first part is [ Mr. Fontan's ] question. I'll now address the second part of [ Mr. Fontan's ] question, where the statement was made regarding our behavior having been not consistent with the comments that we made in our prospectus from 2018. The first point that I will stress is that the prospectus was indeed from 2018, nearly 5 years ago. In that context, Minor indicated that our intention as part of the tender offer process was to acquire between 50%, 55% of the company. We also stated at that time that it was not our intention to promote a delisting of shares. Clearly, the result of the tender offer was quite different from what we had targeted. We ended up with a 94% shareholding in the company, which was above our targeted shareholding range. Nonetheless, we had made commitments in the prospectus to take steps within the following 6 months to promote liquidity in the market, and we did that. We entered into a liquidity facility run by Banco Santander to promote liquidity and trading in the market and to try to address the low liquidity situation. So it's our view with respect and quite clearly that Minor did not reach or act inconsistently with its statements from its 2018 prospectus. I would also mention, as a follow-on to that comment, despite the situation in 2018, we're all aware that the company went through a very difficult time throughout COVID. As has been mentioned previously on this stage, Minor injected over EUR 100 million worth of liquidity. We felt it was critical for the benefit of the company and all shareholders to reestablish, restrengthen the balance sheet of the company so that it could survive the COVID period and live to fight another day as it's done. And as you can see from the presentation made by the Vice Chairman that the company is back on a positive trend. Therefore, again, I conclude that we have not acted in a way that is inconsistent with the statements made in our prospectus. I finally will address what I perceive to be the third part of [ Mr. Fontan's ] question. which is simply a comment regarding the fact that we have made our purchases in the market at a price below the valuation range that was indicated by EY. Again, as part of the delisting process, we're required to follow a formula: appoint an independent valuer. That independent valuer has to determine a price, which is then taken to the CNMV, who determines whether or not they accept that price. We did not pursue that path for reasons that I've explained previously. Again, what we determined following the closure of that process is we determined that we would offer shareholders a solution, a liquidity exit if they wish to sell their shares to us. Alternatively, we're quite happy to welcome those shareholders, including those here today who determined not to sell their shares. Again, we believe that the company is on a very exciting journey. We believe that there is good growth ahead, and we intend to pursue that to the benefit of all shareholders. We did buy shares in the market at a price that was lower than the EY valuation range. However, it was well within the range that was presented by the second independent valuer. And moreover, as I mentioned previously, the price at which we ended up purchasing was in the range of 25% to 30% of a premium to the price at which the shares had previously traded in the market. Thank you very much.

[Interpreted] Thank you very much, Mr. Chojnacki. And the Chairman of the general shareholder -- the Chairman of the general shareholders' meeting has asked Mr. Ramon to answer to [ Mrs. Bofill's ] question with regards to why we haven't tried to prevent the resignation of the independent directors, and he will also be referring to the comments and considerations made by the last shareholder who took the floor, [ Mr. José Juan Sosa ]. Mr. Chairman, thank you.

[Interpreted] Yes, [ Ms. Bofill ]. With regard to why we sold the shares, I've explained that during my speech, but I can obviously repeat it now. It's no problem whatsoever. The decision of buying or selling shares or individual decisions, and the executive directors and the Board of -- executives of the company have decided to sell it during that window that we have been given Minor once they stopped their try for the delisting process. They have -- once they have decided to forgo that delisting tender offer. They offered us a liquidity window that we decided to take advantage of. And as many other shareholders have decided to keep on -- keep their shares, while we have decided to sell them. But when there is such a low free float and such a liquidity as the one this company has, well, the results and the evolution of the shares do not go in parallel with it. So that is the reason why we have decided to sell, but we are looking for the best results for the company. As for the calculations, well, there have been 2 companies that have done a valuation of the shares and they both were under that price. And it was actually before COVID. And as it has been mentioned here, there was a possibility of delisting during a period prior to COVID when the company was in its best 3 years in history. Well, COVID has completely erased a part of this company that we're currently rebuilding. We're doing our maximum efforts. We're actually just now managing to have our nose out of the water. We were in great debt. We had to renegotiate lease contracts. We have to extend our lease agreement. We have lost EUR 650 million. We had to do lots of things in the company. It's not the same company it was before COVID. It's a different company, and it's not for me to say whether it's worth more or less. That is why we have external independent companies that do these valuations, but currently, we have more overhead costs, and the conversion levels that the company is currently reaching have nothing to do with the levels we had before the pandemic. And I'm guessing that, that will be the situation. But there was another question, I believe, I needed to answer. Why didn't I do something for those directors not to resign? Well, if it were for me to decide, I would rather not have them resign. I have had an excellent relationship with all 3 of them during this time. And I say this with no problem whatsoever. Actually, on the contrary, we have had some disagreements during this delisting tender offer because my vision and theirs did not coincide. But obviously, their resignation is voluntary. And obviously, there's nothing for me to do. It wasn't really under my control to avoid the resignation and ask for Mr. Fernandez Agras who is not here today as his spokesperson for the company. Well, obviously, this whole process has led us to a situation where the Board of Directors considered that he did not have the necessary trust to keep on exercising his functions as Chairman due to the situation is not exceptional. But Mr. Fernandez Agras, as any shareholder of the company, has freedom to take the floor during this general shareholders' meeting. And with regards to the last intervention, the last shareholder's intervention, [ José Juan Sosa ], well, the same thing. The evaluators are the ones who have given these prices that we have simply given them all the business information with transparency and neutrality. I have 150,000 shares. So I'm sure you understand that my -- in my interest, it was for the valuation to be as high as possible, but the valuation was what it was. And obviously, the majority shareholder has all the rights to use that valuation to act accordingly. And as for the defense of the minority shareholders, please do not say that to me because I have done everything in my power. I have really work myself to the bone. And I can tell you what I did during COVID. We were the only company in this country that had a social plan. And we tried to save the company, and that's what we did. With this furlough, we saved the company. So please do not tell me that I did not defend the rights of the minority shareholders because that is not true.

[Interpreted] Okay. Thank you. Thank you very much, Mr. Chairman. And lastly -- and following the indications of the President of the meeting, I will give the floor to -- I'm sorry, I will answer to [ Mrs. Bofill's ] question with regards to the existence of privileged information that has also somehow been touched upon by the representative of [ Chris Galini ], [ Mr. Diego Fontan ]. With regards to privileged information, it has already been set by the Chairman in his speech that there was no privileged information. It did not exist. So that has already been explained. And with regards to the mention that the representative of [ Chris Galini ] said, the framework agreement between NH and Minor does not prevent us from operating in the market, even if they have confidential information, especially when the operation for which that was provided has been forgone. And the only limitation, as the Chairman has said, is imposed by the position of privileged information that the company has already explained, was not the case. And with regards to the question asked by [ Ms. Bofill ] with regards to the possibility of [ NAIT ] promoting delisting tender offer, well, the Board and the company themselves consider that NH is not currently in a situation where they could promote a delisting tender offer. On the one hand, the approval of this delisting tender offer would be for the Board of Directors to authorize and -- so Minor as a general shareholder would have the last say with regards to this agreement -- I'm sorry. It wouldn't be the Board of Directors who would have to decide for this delisting tender offer but rather the general shareholders' meeting. So since they have already communicated that they do not want to promote this delisting tender offer, it would be a proposal that would be born dead, I'm afraid. And all the decisions that have to do with the Board of Directors with regards to the public offers and for acquisition of the company would be adopted over the basis of reports and a statement of independent experts with regards to the reasonable value of the shares of the company. That is what happened in the recently implemented process where the independent expert reduced with the methodologies established in Article 10 of the Royal Decree 1066/27. They reduced the range of valuation that Ernst & Young had given in the report. And as you all know, it did not merit the approval of the committee. Now the delisting tender offer would require the supports of Minor, and they have already said that they wouldn't give their support to that delisting tender offer. And the Board of Directors considers that it's not appropriate for the company to promote a delisting tender offer. They actually consider that it will clearly be inefficient compared to other strategic objectives that the company has well defined for repositioning and expansion using company's resources to finance delisting. That would cause a relevant reduction of our treasury, of our cash flow and as it has been established by independent firms.

[Interpreted] So let's continue. Let's go to point 8, I believe. I must then declare the shareholders' intervention period close, and I will give the floor to the Secretary so that he may give an account of the proposed resolutions to be submitted to this meeting in order to begin voting on them. With regards to these proposals or these resolutions in accordance with the provisions of the regulations of the annual shareholders' meeting, each of the proposals will not be read out in full, but it has been -- however, been established that the Secretary will make a brief summary of the proposals to be submitted to the general shareholders' meeting unless there is an opposition from any shareholder communicated early or through telematically enabled channels. So Mr. Secretary?

[Interpreted] Yes. Thank you, Mr. Chairman. With regards to the proposed items on the agenda, I hereby inform the attendees that the full text of the proposed resolutions has been sent to the notary, the -- and have been made available to the shareholders through the website of NH Hotel Group and the CNMV website since the call for this general shareholders' meeting. So in compliance with the applicable regulations, I summarize that the purpose of this meeting is to approve the management and the 2022 annual accounts as well as the allocation of profit and loss; the reelection of the director, Mr. Ramon Aragones; the approval of the remuneration policy; and the setting of the annual amount for the remuneration of the Board of Directors and its committees. Since there are no point outside of the -- or on the agenda, I will not talk to you about the [ region ] for adoption of these agreements.

[Interpreted] Thank you very much, Mr. Secretary. We shall now proceed to vote on each of the proposals. The Secretary has the floor.

[Interpreted] Thank you very much, Mr. Chairman. The procedure for adoption of resolutions will be as follows. With regards to proposed resolutions on those matters that appear on the agenda, we will consider that both in favor will be those to all the shares that are attending the meeting in person or represented except for those votes corresponding to shares whose holders record a vote against or a blank vote or abstention, which must be duly declared to the notary so that they -- that he may record it in the minutes of the meeting. In the case of telematic attendance, the telematic vote will be expressed by each of the shareholders before we begin reading the proposed resolutions. Once they have been read and submitted to the vote and we have counted all the votes, in favor, against or blanks, we will read the result of the said votes. So I will now -- shall put to vote the proposed resolutions put forward by the Board of Directors. First, examination and approval of the individual and consolidated annual accounts for the financial year 2022. We propose to approve the individual annual accounts of the company, balance sheet, profit and loss account, statement of changes in net equity, cash flow statement and annual report and the consolidated annual accounts of the group for the financial year that ended on December 31, 2022. We have already voted. And since there are enough votes, we approve this proposal for agreement. Second vote, examination and approval of the individual and consolidated management reports for 2022. We propose to approve the individual and consolidated management reports for the year ended on 31st December 2022. As the votes have been made and there is a sufficient majority of votes, we propose this -- this proposed resolution is approved. Now third proposal, examination and approval of the consolidated statements of nonfinancial information for the financial year 2022. We propose to approve the consolidated statement of nonfinancial information for the year ended on 31st December 2022. As the votes have been made and a sufficient majority of votes has been recorded, this proposed resolution is approved. Fourth, examination and approval of the proposal for the allocation of profit. We propose to approve the allocation of the company's profit for the year ended on December 31, 2022, in accordance with the proposal that was approved by the Board of Directors on February 22, 2023, as detailed below. The basis of distribution will be the profit for the financial year 2022, which are EUR 22,359,891.60 and it will be distributed as follows: EUR 2,235,989.16 for legal reserves and EUR 20,123,902.44 to results of previous years. We have -- the votes have been made. And there is a sufficient majority of votes, so this proposed resolution is approved. Fifth, approval of the management of the Board of Directors carried out during financial year that ended on December 31, 2022. As the votes have been made and there is a sufficient majority of votes, this proposed resolution is approved. Sixth, we propose the reelection of the appointment of the director, Mr. Ramon Aragones Marin, with the qualification of executive for a period of 3 years. As the votes have been made and a sufficient majority of votes has been recorded, this proposed resolution is approved. Seventh, it is proposed to approve the director's remuneration policy for the new 3-year period, 2024-2026, the full text of which together with the mandatory report of the Nomination, Remuneration and Corporate Governance Committee, has been made available to the shareholders. As the votes have been made and a sufficient majority of votes has been recorded, this proposed resolution is approved. Eighth, the proposal of the Nomination, Remuneration and Corporate Governance Committee. And in accordance with the provisions of the Articles of Association or the bylaws of the company, it is proposed to set at EUR 800,000 the maximum annual gross total amount of the fixed allowance and attendance fees of the Board of Directors and its committees for the financial year 2023. As the votes have been made and a sufficient majority of votes has been reported, this proposed resolution is approved. Ninth, we propose to approve on a consultative basis the annual report on directors' remuneration, and the full text has been sent to the CNMV and is published on the website of the CNMV as well as NH Hotel Group. As the votes have been made and a sufficient majority of votes has been recorded, this proposed resolution is approved. Tenth, to jointly and severally empower Mr. Dillip Rajakarier, Mr. Ramon Aragones and Mr. Carlos Ulecia, Chairman, Deputy Chairman and Secretary, respectively, of the Board of Directors so that any of them may formalize and execute the foregoing resolutions without distinction. And to this end, they may execute such public or private documents as may be necessary or convenient for their most exact fulfillment and for the registration in the mercantile registry. As the votes have been made and a sufficient majority of votes has been recorded, this proposed resolution is approved. So all of the resolutions proposed by the Board are, therefore, approved by a sufficient majority.

[Interpreted] Okay. The notary will be given all of the votes so that he may put this on record. As established in the bylaws of the company, we will be publishing on the company's website the details of these votes. Does anyone have any objections or any objections to the announcement of the result? Please, Mr. Notary, put it on the record. On this occasion, and since this meeting is notarized, we do not have to submit them to the shareholders for approval. The notary will carry out the formalities required by law in these cases. Ladies and gentlemen, dear shareholders, let me make a final assessment before closing the meeting. First of all, the events of the last few weeks do not tarnish, in any way, the track record of the 3 independent directors who are resigning today. But I must stress that the company has acted, at all times, in compliance with the applicable regulations. Secondly, it is only fair to highlight the profound respect that the majority shareholder, Minor, has maintained for the rights of minority shareholders. Since they arrived at the company in 2018, day by day, they have consciously supported and preserved both the independence of the management team and the defense of minority shareholders through a capital increase in 2021 under very adverse circumstances. Thirdly, NH's purpose is to provide memorable and unique experiences to those who choose us. Again, Minor's support has been essential. It has established us as a benchmark company in the high-end and luxury tourism sector. In NH's extensive corporate history, this is the first time we've achieved this, and it gives us a clear and more promising future, a future in which -- the 12 -- almost 13,000 professionals working in the 350 hotels and 30 countries where NH offerings have been and will continue to be the priority reference. Our presence in our future, in short, continues to be the commitment of our professionals. We will maintain best corporate governance criteria and continue to deserve your trust, ladies and gentlemen, shareholders. This concludes the proceedings of this AGM, and I would like to thank you once again for your attendance and extend my thanks to all of our customers, suppliers and employees who have made possible the results for the financial year 2022. We say goodbye until next time. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]