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

Good morning. Ladies and gentlemen, welcome to the Annual Shareholder Meeting of NH Hotel Group. It is a pleasure to be here with you today. For a smooth running of the meeting, I will now hand over to Mr. Ramon Aragones, the Vice Chairman and the CEO of the company who will also be the Chairman of the meeting today.

[Interpreted] Gentlemen, dear shareholders, and welcome to NH Hotel Group's Annual Shareholders' Meeting that's going to take place in a hybrid way, which means that we're going to be here face-to-face, and also via the Internet. And it's going to be -- there's going to be a single call today. The President of the Board, Mr. Dillip Rajakarier, President of the Board of Directors, Mr. Carlos Ulecia Palacios, Mr. [indiscernible]; Mr. Rufino Perris Fernandez, Mr. Maria [indiscernible], myself, as CEO and Vice President of the Board. And via the internet we have the Director of Mr. [indiscernible] and Mr. William Heineken. Also, we have the telematic attendance of the [indiscernible]. So he can elaborate the minutes for today's meeting. I would like to give the floor to the Secretary of the Board, and he will now mention all the data. The call was published in El Mundo. And since that date, it's been published in the website of the CNMV as well as the proposal for the agreements for today. And all things the same data or the legally required petition has been published on the website of NH Group. Given the length of the notice, and unless expressly requested by any shareholder, I will not read the notice in its entirety, and I will not mention all the different agreements. And unless there is any opposition for any shareholder, we will consider the documentation made available to them in the form indicating the notice of the meeting to be reproduced. I'd like to remind all those who are the shareholders assisting from in telematic way, they will need to follow the indications provided in telematics assistance, our attendants. They have been able to make their interventions from 8 AM and being able to send them through the channel label for such purpose until the beginning of the round of interventions and likewise, shareholders who would like to take a floor [indiscernible] registered previously, the tables set up for this purpose, and which is located right next to the notary public right next to, and they will have to provide an accreditation of their status of shareholders, all shareholder representatives, that's been provided previously. And in this regard, I'd like to invite you to formulate such interventions or questions, and they will be answered during the question and answer period within 7 days from the date of the meeting. These interventions will be part of the minutes of the meeting. Well I give the floor to Mr. Secretary to give account on the number of shareholders attending and the capital and the [indiscernible] capital [indiscernible] represented in this meeting.

[Interpreted] Thank you very much. President of meeting, we have got 23 shareholders, holders of 418,235,000 shares, which account for 95.81% of the capital. Out of them, 14 shareholders holding 484,187 shares that account for 0.11% of the share capital, have admitted their votes before the meeting. And by proxy, we have 42 shareholders that account for 723,964 shares that account for 0.166% of the share capital. And second ones, we have 65 shareholders holding 410,959,137 shares that account for and EUR 938,918,234. And they account for 96.14% of the voting capital. The quorum required by the Companies Act is met for the present shareholders' meeting. In accordance with the information read by the Secretary, this shareholders' meeting is declared open on first call. Next, and for the legal purposes. I will give the floor to the notary public. Next those who have reservations about the statements regarding the number of shareholders attending and the capital present, please, if you may communicate them through the channels provided for such purposes or notary public can make note of your comments and can record it in a minute. I'll give the floor now to the notary public.

[indiscernible] Article 101 of the registered regulations. It's not [indiscernible] of the meeting. I'd like to mention the meeting, but if any shareholder wishes to express reservations regarding the statements relating to the number of members in attendance of the capital present. They may do so at this time at the table of the notary public, who is speaking all through the online channel, enabling the general shareholders meeting, telematic attendance to be able to include them in the minutes. Thank you. Given there are no reservations or claims -- and I hear if I confirm the General Shareholders Meeting is already constituted on first and on the call to deal with and resolve on the matters included in the agenda. Next I'll give the floor to Ms. [indiscernible] President of the Auditing and Control Committee.

[Interpreted] Dear shareholders, dear members of the Board and honorable guests. Today, with the [indiscernible] of responsible I'd like to address to you as the President of the Audit Committee. During 2023, the committee has held 6 sessions, 2 of them were held before the new directors as supervisory entity to prepare all the financial information. We reviewed all the books reported every quarter as well as the annual accounts at the closing of the fiscal year. And in each of those cases, we offer our independent and free recommendation prior to the approval of the Board of Directors. The committee has also been in touch with external audit in some cases, through bilateral meetings without any members of the management, to make sure they have had no limits in the execution of their work, and to make sure their opinion has been stated independently. As a consequence of all the work or the previous work done, the committee has reached the conclusion that the annual accounts of 2023 have been created according to the accounting regulations applicable to the NH Group, and we have informed favorably to the Board of Directors on those accounts. And today, in this General Shareholders' Meeting, I would like to propose for approval. According to [indiscernible] the external audit expressed an opinion without any other caveats. And this information is public and available to all shareholders. The committee also got confirmation by external audit that through their work, they found no significant weaknesses in the internal control mechanisms of our entity. And they did not find any legal bridges. In the implementation of solid internal control practices, the committee has supervised all the risks linked to internal control and financial information and also nonfinancial information that the company creates. We have also previously analyzed all the operations to confirm independently that these -- that such operations we carried out in a market according to market conditions such an assessment by the committee as well as the approval by the Board of Directors has been carried out without the participation of all the proprietary directors. And the committee has an essential role in safely keeping the interest of our shareholders. Our analysis of the financial states are risk mitigation tools and the collaboration with executive management are essential to be able to guide the company through very turbulent waters. However, our mission goes far beyond figures. We developed trust to create a corporate culture defined by integrity, ethics and our commitment with the principles that underpin our organization, while protecting this principles, not only have we protected the tangible assets for our shareholders, but we also reinforced intangible assets such as reputation and sustainability in our company. Now that we find ourselves at the threshold of a new fiscal year, the Audit and Control Committee is still unwielding in protecting its role. And I would like to invite your active participation. We understand that the collective knowledge of our shareholders is an incredible asset for the future of our company. And last, I would like to thank all the organization for being involved in all the improvement mechanisms and their support to the work of this committee. Thank you. I give the floor to Mr. Jose Maria de Montes-Jovellar, he's in charge of appointments and corporate governance.

[Interpreted] Good morning, dear shareholders. It is an honor to be able to address you as my first year as the Chairperson of Appointment, Remuneration, Corporate Governance Committee. Almost one year ago, I committed myself to this company and my role here is to make sure we implement the best practices in terms of remuneration, corporate governance and social responsibility. This commitment has as a final objective to be able to serve the shareholders and the rest of the stakeholders of the company through transparency, responsible management and sustainability, to be able to obtain the best objective for the company in the mid and long term. To be able both to comply with these objectives, I have the support, the unanimous support of all of our Board and of course, I would like to thank them for their support. We are aware of the fact that sustainable and responsible covenants following good governance principles established by the CNMV in the good governance called for public companies, positions ourselves as the highest quality standards to be able to attract and keep the best possible talent. And this year, this talent has helped the company get to all-time high figures. The Appointment Remuneration of Corporate Governance Committee met 7 times in the past year. And we have invited all the different [indiscernible] of the company as well as external experts complying fully with the tasks -- with their task, and to be able to represent this commitment. I would like to share with you the main tasks carried out during fiscal year 2023. As far as remuneration is concerned, we have reviewed, and checked and approved the achieve [indiscernible] of the objectives linked to the variable remuneration of the directors in 2023. And we have reviewed and approved the definition of the objectives linked to the variable retribution of such directors during 2024. This process has been carried out in making sure that we comply with all the rigor and equity, making sure that this remuneration is aligned with the global results of the company, given that our objective is to favor value generation for our shareholders by these directors, which they have been able to do in 2023. We have also proposed and approved the launch of the last long-term variable remuneration plan, that started in January 2024. We have also checked and approved the annual reports on 2023, the corporate governance report on appointments and remuneration, the annual report on director remuneration and nonfinancial report, the consolidated non-financial report as well. And following the mandate, including Article 529 of the public company's law and recommendation #36 of the CNMV guidelines for public companies, we have had external experts and independent experts to monitor the work of the Board of Directors, which ensures that our decisions as a collegiate entity are supported on our impact in the company and its results. I would like to thank the opportunity given to me to lead this very important committee. And I can ensure you that we will keep on working to benefit our shareholders and stakeholders.

Next, I will inform on other aspects linked to the activities of the company. Dear shareholders, on behalf of the Board of Directors, welcome to the Annual General Meeting of the NH Hotel Group for 2024. It's always a pleasure to [appear before you], even more so to present the accounts for our year, such as 2023, which has been the best year. I am proud to be able to say that as well as achieve an excellent financial result, we have made huge progress in the consolidation of a coordinated structure and in the design of a unified brand architecture with our main shareholders, Minor International. Seems our venture together started back in 2018, the fact I've shown that this collaboration has been right with [indiscernible] in the NH Hotel Group Board of Directors submitted for the proposal of the General Shareholders' Meeting to change the name of our company that will now become Minor Hotels Europe and Americas. Operating until this name will provide us important commercial centers and will reinforce our image throughout the world. In such a way, under the same corporate name for all markets, we will be recognized as an international company with global brands. Of course, we will keep the three commercial brands, NH, NH Collection and Now, which are benchmarks in European and Latin American markets, that are becoming increasingly known in Asia where NH collection, or NH are already [indiscernible] in countries such as Thailand, China, the Maldives and the United Arab Emirates. Likewise, all the brands such as Anantara and Avani will continue to enter new European markets with strength and also in Latin America. And in addition, the Portuguese brand, Tivoli, will expand throughout Europe with openings such as the recent opening in Spain of Tivoli La Caleta in Tenerife. Without any shut off about our synergies with Minor Hotels. And our expanded brand portfolio are today, our main strength, a differential value that's us keep on carving more important role and increasingly competitive market in the process of international concentrations. In 2023, our company achieved a total revenue of EUR 2.163 billion, 23% more than the EUR 1,759 million from the previous year and 26% more than the EUR 1,718 million from 2019, last year in which the sector is using as normalized activities. The total net profit of the year was EUR 128.21 million with a growth of 27.7% compared to the previous year. The recurring net profit in 2023 was EUR 125.9 million, which is a growth of EUR 50 million compared to 2022 or 66.3% more. and also EUR 23 million higher than 2019. Revenues and profits in 2023 have been the highest in our history, and this is still above all, due to the continuous improvement in the hotel portfolio, the cost control increase by 13% of average revenue per bedroom after EUR 138 per night. And the 7% increased occupation would reach 68%. Labor cost increased by 20.6% last year and operating expenses by 25.6%. We've brought us to a conversion rate of 38% of revenues of gross operating profit, thanks to corporate discipline in operating costs to be able to contain inflationary pressure. NH's gross financial debt was well fell by EUR 129 million last year and it got to EUR 480 million. So I would like to remind you that on December 31, 2020, was over EUR 1 billion and in 3 years, we've been able to reduce half that figure. In such a way, at the end of 2023, the group's financial debt was EUR 264 million compared to EUR 308 million in 2022 and EUR 685 million in 2020. Such an intense reduction in debt is the result of a strong generation of operating cash flow. And in fact, this -- or last year, that trend has allowed us to invest EUR 113 million in CapEx and EUR 123 million in the acquisition of the assets of Minor in Portugal. NH Hotel Group closed 2023 with a cash of EUR 260 million. About NH's acquisition of Minor Hotel's assets in Portugal. Allow me to briefly share sidenote to express some considerations to you. As you know, at the end of last year, NH Hotel Group acquired 5 hotel assets for Minor International at micro-price according to the report issued by an independent valuer on the reasonability of the consideration, the transaction also had reports by independent experts on the tax reasonability along the terms and conditions of such transaction. The acquisition has an obvious business rationale. It fits the objectives established in the framework collaboration agreement between the two companies, formalized in February 2019, following the successful takeover bid by Minor NH completed in October 2018. Based on this [indiscernible] agreement in June 2019, Minor transferred to NH, the management of its hotels in Portugal, had it not been for the [indiscernible], current acquisition would have been carried out much sooner because it allows NH to reinforce [indiscernible] as a strategic market of Southern Europe, which has had [indiscernible] evolution in 2023 and the best outlook for 2024. As far as the rationale of the transaction is concerned, in 2024 being the owner and direct operator of this five hotels will allow the company to increase it's EBITDA by EUR 11 million. In short, thanks to this transaction, NH Hotel Group starts 2024 in a better, in an even better position in terms of revenues and EBITDA, strengthening its assets in Southern Europe with very low borrowing and in optimal conditions to continue driving its growth strategy in Europe and America. With regard to the outlook for the business -- the hotel business in 2024. Let me point out that the World Tourism Organization experts to see worldwide tourist finally exceeding the pre-pandemic record in 2024 by at least 2%. Like in 2023, the strong feeder markets in Europe, the Americas and the Middle East, we continue to drive tourist flows and tourist spending all over the world. Even so persistent inflation, the volatility of oil prices and disturbances in commercial flows continue to have an effect on transport and accommodation costs in 2024. You actually go over this positive industry context at the areas of shadow and maintain a recommendable caution to anticipate that in the medium term, the current price hike will end up reaching its cap. I believe that the corporate decisions were submitted to you today for your approval make even more sense. Among them, the proposal approved by the Board of Directors on February 8 this year, to apply the company's results for the year ended December 31, 2023, by signing 10% of the profit of EUR 39.8 million to the mandatory legal reserves and applying the remaining EUR 35.8 million to offset prior year losses. We have preferred to offset these losses based on the commission that this allows us to strengthen our corporate decision, brings us solidity to our future and helped us lay the foundations for a much more stable company that aspires to leadership. Going forward, we propose to continue strengthening our positioning in the luxury segment in Europe and the Americas. To do this, we have our an entire luxury brand and Minor's considerable expertise in the segment. We also want to do -- increase our presence in the results segment where we have the influence of the Tivoli brand, which has accelerated its 90th anniversary. Our company is already very well segmented geographically. We also have high recognition in the more clearly urban hotel business, although given the quality of our locations, most of them have a very interesting out of [indiscernible] leisure component, for which we also wish to continue creating profit. We aspire to become one of the most active and attractive hotel players, both in the countries where we operate and in those where we wish to grow. We're especially seeing opportunities in major cities of France and the United Kingdom, notable countries and in notable cities in the United States as well as the coast of Southern Europe and Latin America. The very ambitious -- ambition and success of this strategy is mostly explained by the arrival of Minor in our company in November 2018. They have swiftly taken us to the diversification and entrants in the luxury segment. In addition, unifying our brand architecture across the brand. And this has made us more visible in our respective feeder markets. [indiscernible] segmentation and variety have also helped us a lot in terms of distribution. We have expanded all of our marketing agreements, which are now more global and help us generate more synergies. This optimization has been important so far, and I am certain that it will be even more so going forward, regardless of the cycle of the tourist market in which we may find ourselves. Finally, our commitment to our sustainability remains firm through our upfront plans and people strategy, which lets us carry out our tele-activity with the ambition of leading responsible performance. The offer [indiscernible] channels our strategy to minimize the environmental footprint in the building and referral of our hotels, until established efficient operational processes and standards and sustainable procurement. While the offer people fosters the culture that favors diversity, ethics and well being for our employees, offer sustainable solutions to our guests and seeks to have positive impact on the communities where we are present. I would like to finish off my comments by giving a special mention to the three new independent directors. With me, [indiscernible], Mr. Thomas Lopez and Ms. Maria [ Sigman ] whose notification is being proposed at this meeting. Almost a year after their appointment by cooptation, I am pleased to say that they have exceeded expectations. With them, we have maintained and even improved a good performance -- the good governance and best practice that is required as listed companies. We have a much more multidisciplinary and specialized vision on the central aspects of tourist activity. With regard to the detection to the principles of good governance -- good corporate governance and specified and detailed in the available annual corporate governance report, NH complies with 61 out of the 64 good governance recommendations. One year ago, I had the opportunity to make a commitment with all of you that both in the election of new independent directors and in the Board's decisions and procedures, we would continue to maintain very high levels of corporate governance, in line with recent years or even exceeding them. I'm very satisfied to be able to tell you today that I'm convinced that I have fully fulfilled this commitment. You can be absolutely certain that all of us on the Board and the management team, and thousands of professionals make up our company will continue to give our best, that this path of growth remains constant in the coming year and beyond. The hotel industry is evolving towards a much more qualified experience-based, an unsustainable business model. We have the ideal size and international recognition. The best reparatory brands, and we want to occupy an even more disruptive and relevant position amongst the major world chains. We understand that this is the best way to build the future and generate value for all of you, ladies and gentlemen, our shareholders. And now as CEO, I will also report on the results of the previous year and the forecast for 2024. As I mentioned before, as President of the Board of Directors, it's truly a pleasure to be here in front of you to report on such exceptional results, the best by far for this company. It has been a historical year for NH. We've seen a great evolution in terms of activity and prices over the course of the years, and we have exceeded the metrics of 2019, the strength in demand exceeded expectations, has seen a high demand for urban tourism and consolidating the quick reactivation of business and group travelers. I must say that all data was part of NH's segmentation has fully picked up. And we haven't gone back to the breakdown between leisure tourism and corporate tourism, which is a solid growth leverage. We had strict cost control to maintain, to keep at bay inflationary pressures and keeping cash flow, reducing net financial indebtedness in 2023 in spite of the investments [indiscernible]. I will now refer again to 2019. It's always been a reference for the industry. It was the last year in which we managed to operate before this one-off impact, but we have managed the business, keeping the figures in mind. And now we will refer in the future to our previous year to have a more precise vision of our future. But I'd like to mention that income was EUR 2.1 billion, representing an increase of over EUR 400 million compared to 2022 based on the price increase and inflation. The cost control strategy allowed us to reach a recurrent EBITDA of EUR 327 million, representing a EUR 77 million increase compared to the previous year and exceeding 2019 by EUR 33 million. In 2023, the gross net profit was EUR 128 million, EUR 28 million above 2022. And EUR 19 million higher than 2019. And about indebtedness, the net financial debt reached EUR 480 million, which is in cash EUR 216 million. And later on, I'll talk about the investments that have been performed. Now I'll talk about the different operational magnitudes in 2003. As I mentioned before, revenue grew by 23%, EUR 404 million compared to 2022, as you can see on the slide, and the diversification of the group is indeed one of our greatest strengths and one of the elements that protect the companies from cyclical geographical changes, cyclo-geographical changes is reflected on the distribution of this revenue, 21% generated in Italy, 21% in Benelux, 22% in Central Europe and the main country be in Germany, 6% in LatAm and 29% in Spain, particularly in France. The average price per room grows 13% compared to 2022 up to EUR 138, thanks to our commercial strategy that focuses on price maximization. Occupancy reached 68%. And allow me to underline here the impressive increase in the RevPAR, which is the most relevant vision to measure the efficiency in the management of hotel businesses that grew by 26%. As I mentioned before, our commercial strategy allowed us to continue to increase the year by 30% up to EUR 138 compared to the EUR 122 that we had in 2024. From the regional perspective, the greater activity in Europe allowed us to go back to occupancy levels in 2019. And the comparable river was above 2019 and mainly was a 25%. In Benelux and Central Europe, there is an increase in the activity levels in the second half year. And in Benelux, comparable was 15% above 2019. And Central Europe, there was 6% rather. This less solid trend is changing in 2024. I [indiscernible] tell you that. And even then the occupancy level was 2 percentage points lower than in 2019. Now about net revenue, the good cost control allowed us to report the best EBITDA in our history to EUR 327 million in 2023, which is an improvement of 31% or EUR 77 million higher compared to 2024. And above EUR 294 million reported in 2019. The great weight of leases due to divestments in 2019, explain the margin difference. All in all, in 2023, the company presented a recurring profit. The recurring net profit was at EUR 126 million, which is an improvement of 66%, which is plus EUR 50 million compared to 2022. And total net profit reached EUR 128 million compared to the EUR 100 million reported in 2024 -- in 2022. As a consequence of the strong cash generation in 2023, we continue to reduce the net financial debt and we voluntarily repaid [indiscernible] outstanding from the ICO COVID loan in January. We were the first company in this country to return to repay ICO, we had EUR 17 million of airlines in Maine and EUR 50 million loan to carry out the renovation of the New York Hotel in July. Now we closed the year in 2024 with cash of EUR 260 million and the net debt of EUR 264 million, EUR 43 million below the previous year in spite of the investments that have been performed. The strong and quick recovery from the operational and financial standpoint has been recognized and verified by the different rating agencies. Moody's in December increased our credit ability to [B1]. And today, I'm pleased to share with you that Fitch a few years ago, increased our corporate rating by two steps going from B to negative BB with a stable perspective thus, showing the great evolution that we had in 2023, the reduction in indebtedness, our cash generation and the improvement in our credit and our consolidated credit profile for Minor International. As a consequence of the positive evolution of the business and the solid cash generation in the year -- fiscal year 2023, we performed different investments. We're well geared to continue to improve our portfolio. We are very much aware of the fact that we're going through sweet times. The company is making the best of this with substantial increases in prices, but we must be capable of offering products that match the expectations of our customers. The company has reached a sound positioning in this industry, and we cannot afford to have products that are not up to the expectations on the prices that we are demanding from our customers. The CapEx investments reached EUR 113 million in 2023, EUR 49 million in 2024. And we also need to mention that approximately 55% referred to [indiscernible] CapEx. We had the acquisition of Minor Hotels in Portugal, amounted to EUR 123 million. NH acquired [indiscernible] five hotels in Portugal since 2019. This reinforces our position in the leisure tourism segment and Europe. This was the transaction following market conditions, validated by external advisers, and aligned with the preferred geographical regions defined in the framework agreement with Minor Hotels in 2019. With this reorganization, all of Minor's business in Portugal belongs now to NH and as I normally do, every year, I will report on the different openings that we have had over the course of 2023. Here, you can see a few examples like, for instance, the Bristol Hotel. And it's looking at the historical city center of [indiscernible], which is his heritage of humanity, of the UNESCO and we also have an HC Frankfurt spin tower. It's the Skyscraper of 128-meter which is great for leisure and business, very close to the Congress Center of Frankfurt, 414 rooms spread across 27 levels, inspired in the city of New York, also a series of meeting rooms with groundbreaking technology, adding up to 1,000 meters square.

The Resort [indiscernible], the 5-star hotel with 170 rooms is located in a wonderful fishing town of Algarve, and our guests will have access to some of the most amazing sea side facilities as well as the golf courses, it's one of the best resource in the Algarve. So on the line, we opened a few years ago, to try to grow the holiday market is going to be using Tivoli, which is a brand that allows us to diversify our business activity and protect our company from possible changes in the cycle. NH Coimbra Dona Inês, with 122 rooms will offer an amazing views of the river and the walls of the city that are also wall heritage by UNESCO. And if there's a project I feel especially proud of, is [indiscernible] hotel in one of the most amazing places in Europe. It's been refurbished. It's surrounded by the mountains and the Atlantic Ocean, 284 rooms, 4 restaurants of [indiscernible], one of the best resorts in Spain today and is operated by our company. And Tivoli [indiscernible] resorts are the core of tourist complex. [indiscernible] was built in an old [indiscernible] and so one of the main objectives of the company, which was actually to grow in the [indiscernible] business. It's been achieved. And the company has a sustainable business based on two pillars, as I mentioned earlier, apt for planet and apt for people. And through them, the company is creating positive impact in those communities in which we are present. And thanks to those pillars [indiscernible], is reviewing its operational model to be able to operate in a decarbonized world. The main challenge for the future of the company is to fight against climate change by advancing and investing in the decarbonization of our activities for 2050. We'd like to be positioned as a reference in sustainability by taking care of our planet and our people by being more diverse and inclusive, well, the company received many different awards in the past year, over 50, I don't want to overwhelm you with many details. But I'd like to mention something specific that I feel especially proud of, which is that at a corporate level, we are amongst the 100 best companies to work in, in Spain according to folks, and this is the fourth year in a row. We are the only hotel companies, Spanish hotel company in the Equality Bloomberg -- well, Bloomberg Gender-Equality Index. And last, I'll just mention some of the trends for 2024. Well, I cannot give you all figures because, as you know, we haven't yet published our results, but I can anticipate that the evolution of the first quarter is perfectly well aligned with what we have achieved in 2023. We have been able to beat the previous year, both in terms of occupancy and average price and revenues. So nothing is showing any sort of change of the predictive capabilities of the company, which is one of our main strengths in our management allows us to forecast that 2024 is going to be the best year in the history of the company, once again, we will hit all-time highs in all the regions in 2023 or in occupancy, ADR, EBITDA and net profit. So excellent news for the company. In terms of our brands, as I mentioned earlier, thanks to our union with Minor International. We have a very important [ presence ] in the luxury market that has allowed us to diversify our business from 353 hotels, 56,000 rooms that are part of our [indiscernible], 40% of them are in the Luxury segment with brands such as NH Collection now and Anantara, Tivoli and Avani. And all maturing quality is important to be able to improve the experience of our guests, average in actual points in [indiscernible] was 4.5. [indiscernible], improving the figures from the previous year. And according to brand finance, hospitality, in 2023, we were the Spanish hotel brand -- most valuable Spanish hotel brands, 6 in Europe, and we are in the top 25 worldwide. And as you know, we want to keep on growing. There are only two types of companies, the ones that are growing and the worlds that are increasing. So we want to keep on growing. We have signed 13 hotels with 1,700 rooms and the development team perfectly well managed by our development director, [ Laia ] Lahoz, who is now negotiating several equipments that we hope can be signed reasonable agreements. We want to grow, but we want to grow properly. You've probably heard me say this many times. I don't want to be the biggest. I want to be the more profitable. We're not just going to grow for the sake of it. We're not going to be signing hotels that don't make any sense, and that would just provide negative results to our company. We will grow in a sustainable way, in a balanced way and in a rational way. And we're also going to diversify the kind of contracts. NH is a company that has excessively used leases. And now that prestige achieved by the company. And the ratios I just shared with you will allow us to be -- well, let us be more appealing, as hotel manager for some of the main funds that are willing to sign management contracts with us. So we hope our portfolio will diversify and go towards more management agreements, as you can see in this chart that we're showing now, 75% of new contracts that we have signed, management agreements. And last, openings for 2024. First of all, Paris for many years, we have wanted to go back to Paris, and we have -- we finally made it. We have signed three hotels with great locations, three hotels that we will refurbish to adapt to company standards after the Olympic Games, three management contracts and the conditions have been quite great for the company. And we trust we will be able to open more hotels in city as important for us as Paris. And last, Anantara, Palais Hansen in Vienna, it's a great hotel, one of the most beautiful palaces in the city, and we have transformed into Anantara and the idea is to be able to grow in luxury brands in Europe and then NH Collection Helsinki grand handsets, our hotel in Helsinki. It's a wonderful hotel, 200 rooms. And it will be opening in the next weeks. And so I always do, please let me mention our teams on our staff. I have a very long test here to readout, but I won't do it. I don't really need it. The best asset that in this company is our staff. Monday, I was in Berlin with our President, Mr. [indiscernible], our Development Director in a very important fair for hotel investors in Berlin. And of course, I had a chance -- we had a chance to stay in one of our hotels. I mean, nothing makes you feel happier as a CEO, but to see the commitment and the involvement of our people, it's a priceless asset. And I really have to be very thankful to them because we thought that we wouldn't have been able to achieve any of this. And please let me finish by thanking all those who have made these results possible, our employees, as I mentioned, shareholders, landlords and hotel owners, suppliers, customers. Now we are going to show you a clip for you to be able to see firsthand the brand architecture at ANH. [Presentation]

And now we would like to give the floor to our shareholders. To make sure all the shareholders are able to speak and make the presentations and when appropriate, make request for information on clarifications that is deemed necessary regarding the items of the agenda or make proposals. Please have a clear and concise in your interventions. If any shareholder wishes to have the intervention recorded in the minutes, they will have to expressively request it and provide the written text of their intervention to the notary public for their comparison and recording. And likewise, we will read the intervention questions coming from the platform available in the company's website. And this intervention will be attached to the minutes of the meeting. The questions or clarifications have been brought to the attention of the Board in order to be able to identify the name and surname of the shareholder as well as the number of shares they own or represent. Once raised and or read, all integrations will be answered together. In case it is not possible to answer some of the questions at this time, we will provide a return within this -- I mean, the 7 days after today's date in accordance with the Article 190 [indiscernible] of our Spanish Companies Act. We can now open the Q&A session.

No questions provider entirely. I guess you will have to call on us by our name in order to do so. Mr. Pan de Dios, Sosa Sanchez.

[Interpreted] My name [indiscernible], I am shareholder, I own 4,444 shares of the company. To control the company in 2018, January 2003, I bought the shares. So then I bought shares again March 15, 2010 I bought shares again. And January 2, 2018, you bought my shares and took over my shares. So I am in that, I am an old shareholder and as you might remember, the market price dropped and given that I thought it was a falling company, again, on February 5, 2019, I bought 4000 shares. Afterwards, there was a capital increase. I don't really remember how it worked, but I think is that now I own 4,444 shares. Now the inner story, you may [indiscernible] for the company. Then in March 2020, right I believe it was actually my birthday, so March 9, you were meeting with CNMV on the 11th, they declared these emergency state and takeover bid that you were planning to do. I remember for you well, you [indiscernible] didn't read out, keeping the situation and as it was mentioned last year. Then you once again, there was another takeover bid. And I think the with [indiscernible] report that I think that figures show that these was not as a company that's worth -- as much as this company is what next year, it's going to be worth more. And if everything goes fine, and there is no economic crisis, it will keep on generating -- our management is really good. We have to admit that. This company is not worth 4.5. You know this and everybody knows it. And on the results, benefit has reached EUR 128 million with an increase of EUR 27.7 million. In 2019, [ debts ] were EUR 99.6 million and revenues. Well, for the first time, we are above EUR 2 billion with an increase of 23%. In 2019, we were [ EUR 1,780 ] and back then they already said that this was an all-time high record year. The net results and an increase of EUR 44 million compared to 2019. So we finished with cash -- with positive cash flow of EUR 260 million. Financial debt was dropped by EUR 119 million and total financial debt is EUR 264 million. And in 2022, it was EUR 308 million. These figures are possible excellent management in the company. And what has this meant, nothing, well, nothing and to things as well for minority shareholders, nothing. As you know, well, the stock price struggle given the lack of free float in the market and because you don't pay a dividend, you kept on reinvesting, you kept on repaying the debt. I think it's great, but minority owners have been struggling. We are here in the company. We stayed in this company, and there's no possible [indiscernible]. In terms of the [indiscernible] of executive directors of [ EUR 5.3 million ] with an increase of 67%. Mr. [ Agnes ] is making EUR 2.18 million with an increase of 68% in 2022, EUR 1.3 million, [indiscernible] EUR 981,000 with an increase of 56%. And it means, [indiscernible] has gone from EUR 277,000 to EUR 846,000, tripled. I'm not in its -- she did not deserve it, so an increase of 82% and as far as I have read, they're saying it's due to the biannual incentive 2022, 2023 that you have not specified and we minority owners wanted to be specified. We want to know which was that incentive. And labor cost of the company increased by 20.6%. And with this increase with your increase, you have collaborated to this increase in labor costs. And last, nothing for minority owners. I'd like to invite you to first. Next year, the company are still generating cash and positive results are proposed to have a dividend -- quite an important dividend for all the shareholders, including yourselves. Otherwise, you know that the end of this has to be an exclusion a bit. You need to carry on exclusion be it in the right situation. If you were willing to pay EUR 7.20 in 2019 -- sorry in 2020 right before the pandemic with this results, I believe that EUR 7.20 should be a price that you can accept. Thank you very much.

We give the floor to shareholder, [indiscernible].

[Interpreted] Most of what I've meant to say has already been mentioned by the previous shareholder. I am a minority shareholder [indiscernible] and you just told it yourself. [indiscernible] There's been a failed takeover bid after some previous ones a change in the nomination. And now we see the name of the holding or the parent company and I would like to speak on the performance of the company. In 2023, according to what you explained the company has obtained excellent results. Some of the best in the history of the company, but there's two problems to this company. The workforce, shareholders and of course, the company. Workers receive their pay. The management receives remuneration with viable bonuses based on the performance of the company. What happened that the shareholders, which are the other prong, the other pillar have received no remuneration on the basis of the earnings or the profit. I think it's fine that we try and deal with the losses that were in the past. But just like you tried to deal with the losses that we had in the past, and you don't factor them in into the variable remuneration of the management. You should have also taken into account that revenue to the management should have been perhaps reduced that could be factored in to repay in the losses that they were in the past. And according to the figures given by the previous speaker, that hasn't actually happened. You have had some variable bonuses based on the performance, but this hasn't really been trickled down to shareholders. So just for you to bear the mind for the mid run, the pay to shareholders should be proportionate in accordance with the variable bonuses that you get as management, which is fine with me. If the company performs well, of course, in your viable pay, you shall take that into account. But you should also take into account when you remunerate your shareholders. And you also talked about being given power for a capital increase with power to have a preferred bids. Is this something that is going to be generally applied for the 5 years in which you have proposed at this point for which you have proposed this point. That would be all for me.

We give the floor to shareholder, [indiscernible].

I do not wish to take the floor anymore.

Thank you very much. Any additional questions? Would any other shareholders like to exercise this right. I'd like to first answer Mr. [indiscernible], also, Mr. [indiscernible] made a reference to this topic. There are questions that were geared in the same direction. So I'd like to answer them both at the same time. Starting with salary increases and the variable bonus to the management team. My fixed salary is 30%. The rest is all variable pay. If things go well, I get variable pay. If not, I don't get any variable pay. During COVID, you said that there were no sacrifices. Well during COVID, we cut our salaries by 50% over the fixed salary. And there was no variable pay. We reduced our salaries to the maximum. We had a furlough and the only hotel company that furlough, it was at 350 people, and I can assure you that it was a very tough period. A minor established a bi-yearly target to try and get back to the company to the figures that you're now in front of. If we reach that objective, we would increase the variable pay. And this is what has happened. These are market variables that apply to other companies. But I can tell you that my fixed salary compared to the market is quite below the benchmark. And everything is at risk over that variable. If the business doesn't perform, then we don't get paid. And I think it's fair. It's fair for the management team and it's fair for shareholders because it guarantees that only if we get exceptional results, will we get that variable pay. Now about dividend. In the meeting of the 8 February, the Board of Directors decided to propose to shareholders that the profit obtained in the year 2023 shall be destined to legal reserves and to offset negative results from previous years. And allow me to remind you that we lost EUR 650 million over the course of 2 years, during COVID and we think that the corporate priority must be to overcome all the losses are caused by the pandemic because this strategy will allow us to be more competitive sound and profitable in the mid and long run. Every year, the Board of Directors will table the issue of dividends. And based on the circumstances of the company, it shall, will not be approved, and you will be informed accordingly. Now about the takeover bid. At this point in time, Minor International is not considering a takeover bid or being excluded from the stock market or even the stock market or exclusionary tender offer. Depending on the circumstances, this may or may not happen. Now about the capital increase. This is our power given to the Board. It's general power, and we are not foreseeing anything about that point in particular, at this point in time. And I'd like to finish up by saying that, my intention, and that of the management team, and of course, the administration is, to do the best for the best interest of the company. Believe me, not that long ago, we were close to technical [indiscernible] in the course of 2 years, we've managed to turn the situation around. And I do echo your words. Altogether, we need to be able to pay our minority shareholders for their efforts. I duly note your comments and the Board of Directors will analyze the situation with the rigor and the recognition that your support to the group deserves. About the change in naming. This is part of the company's strategy. As we mentioned, there's a bit of confusion. And basically, this is going to benefit the company from the commercial perspective. We operate in a globalized world, and one of the greatest strengths of this company is that of its geographical diversity, being present in such different territories across the five continents allows us to increase our direct distribution. And there's a slight confusion when we are considered NH and Minor in different places. I think that the corporate umbrella, the unified corporate umbrella will yield great advantages in terms of distribution. We won't change the names of the hotels. The names of hotel will be created based on the growth strategy of the company, making the best of all the possibilities offered by our broad brand portfolio. I must, therefore, declare the shareholders turn to speak closed, and I will now 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. With regards to the proposals in accordance with the provisions of the rules and regulations of the shareholder meeting, each of the proposals will not be read out in advance in pool, except for once requested by the shareholder. It is worth seen how read, that the secretary will share a brief summary of the proposals to be submitted to general shareholders meeting, unless there is a position from a shareholder communicated orally or online. With regard to the proposals in the items on the agenda hereby inform the SMDs that the full text of the proposals the proposer solutions formulated by the Board of Directors and in the session of the notary public and have been made available to the shareholders through the website of NH Hotel Group, S.A. and [indiscernible] since the date of the notice of this general shareholders' meeting in compliance with applicable regulations summaries that is proposed to the shareholders' meeting, the approval of the management of and the annual accounts fiscal year 2023 as well as the application of the results, the reelection of the directors, Mr. Stefan Andrew Chucknagi; Mr. William Elwood Heineken, Mr. William [indiscernible],, Mr. Rufino Serenade, Mediant from Meta, Thomas Lapena and [indiscernible] the approval of the change of the company's name to Minor Hotels here in Americas. The consequent amendment of the Article 1 of the company's bylaws, the delegation of power [indiscernible] to the Board of Directors that it may increase its capital as well as issue convertible and exchangeable some ventures and the wants and setting of the annual amount of the remuneration of the Board of Directors and its committees. Thank you very much, Mr. Secretary. We shall now proceed to vote on each group of results. Mr. Secretary has the floor.

Their procedure for approval of the resolution shall be as follows: With respect to the proposed resolutions on those matters appeared on the agenda both in favor shall be deemed to be those corresponding to all the shares attending the meeting in person, present or represented, minus the votes corresponding to the shares whose holders cast a vote against blank or abstention, which must be duly declared to the notary public so that he may record the same in the minutes. In case of line attendance, the direction of the vote Express online by each shareholder will be considered before beginning the reading of the proposed resolutions. If they have not done so, it should be understood that they vote in favor of the prepared resolutions as presented by the Board of Directors. After reading and counting votes against, blank or abstention. The President will also declare the result of the voting because we have no other aspects included to the agenda, we can proceed. And then therefore, we shall now vote on the proposed resolutions formulated by the Board of Directors. First examination and approval of the individual and consolidated financial statements for fiscal year 2023. To approve the individual annual financial statements of the company, balance sheet, profit and loss statement, statement of changes in net equity, cash flow statement and annual reports and the consolidated financial statements of the group for the fiscal year ended in the end of December 31, 2023 is proposed for its approval. Any votes against blank or abstentions. Having carried out the voting and because there is having sufficient majority of votes, this motion is approved. Second agreement, examination and approval of the individual and consolidated management reports corresponding to the fiscal year 2023. It is proposed to approve that the individual land [indiscernible] management report corresponding to the fiscal year ended December 31, 2023. Anyway against, blank or abstentions, having carved out the voting and the in sufficient majority of votes in this motion is approved. Approved. Motion third, our review and approval of the consolidated statements of nonfinancial information for the fiscal year 2023. Through -- it is proposed to approve the consolidated statements of nonfinancial information for the fiscal year ended December 31, 2023. Any votes against, blank or abstentions, having carried out the voting and the be sufficient majority of votes, this motion is approved. Motion 4th. Consideration and approval of the proposal for the application of the outcome of the result, it is proposed to approve the application of the company's profit for the year end December 31, 2023. In accordance with the profit for the year, the EUR 39,775,608.08 distribution to legal refers as EUR 3,977,562.81 and obsessing the previous year's results, EUR 35,798,065.27. Any votes against, blank or abstentions. We couldn't hear the speaker they're using a microphone. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Fifth motion, approval of the management of the Board of Directors during the fiscal year 2023. It is proposed to improve the management of the Board of Directors carried out during the fiscal year ended December 31, 2023. Votes -- blank votes, against or abstentions. Having carried out the voting under being a sufficient majority of votes, this measure is approved. Motion 6. [indiscernible] Reelection and notification, if applicable, of Board members. It is proposed to be lagged and ratified the appointment of the following Board members; Motion 6.1, reelection of the appointment of Mr. [indiscernible] for the secretary term of 3 years, votes against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Approved. Motion 6.2 reelection of the appointment of the director, Mr. William Heineken with the qualification of [indiscernible] director for the statutory term of 3 years. Votes against, blank or abstentions. Having carried out the voting and the there being a sufficient a majority of votes, this motion is approved. Motion 6.3, reelection of the appointment Mr. [indiscernible] Director for the subsidiary term of 3 years. Any votes against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Motion 6.4, reelection of the appointment of the Board member, Mr. Rufino Pereternandez with the qualification of Executive Director for the statutory term of 3 years. Votes, against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Motion 6.5, ratification of the appointment by co-optation of the Board member, Ms. Miriam Gonzalez [indiscernible] the classification of Independent Director for the statutory term of 3 years. Votes against, blank or abstentions. Having carried out the voting under being a sufficient majority of votes, this motion is approved. Agreement or motion 6.6, ratification of the appointment by coaptation of the Board member, Mr. [indiscernible] with the classification of Independent Director for the statutory term of 3 years. Votes, against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Motion 6.7 ratification of the appointment by co-optation of the Board member, Maria [indiscernible] with the classification of independent director for the statutory term of 3 years. Votes, against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved. Seventh, change of the corporate name to Minor Hotels, Europe and Americas. An amendment of Article 1 of the bylaws. It is proposed to change the corporate name to Minor Hotels Europe, Americas [indiscernible] Article 1 name, included entitled one of the company's bylaws. Any votes against, blank or abstentions. Having carried out of the voting and there being a sufficient majority of votes, this motion is approved. Approved. 8th. Delegation of powers to the Board of Directors that it may increase capital according the terms and limitations established in Article 197.1.B of the Capital Companies Act. The proposal is to give the power to the Board of Directors as established in Article 297.1B to increase the share capital one or more times at any time within a period of 5 years from the date of this meeting. In the maximum amount equivalent to one half of the share capital based on the terms and conditions expressly set forth under 0.8, in the proposed resolutions. Votes, against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this mention is approved. Approved. Ninth, delegation of powers to the Board of Directors that may issue debentures and our convertible bonds into new shares of the company, and are exchangeable for shares and our participations of the company as well as warrants nearly new issues. It is reversed until I get to the Board of Directors, the power to issue marketable securities within a maximum of term of 5 years from the adoption of this resolution. The maximum total amount of the issue or issues of ventures and are exchangeable and our convertible bonds as well as warrants shall be a maximum equivalent to 20% of the company's capital and the term of delegation in compliance with the provisions of recommendation, 5 of the good governance code approved by the CNMV's Board resolution on February 18, 2015. The scope of this delegation, the basis and modalities of conversion or change of an exercise of the warrants, the rights of the holders of convertible securities and the power is included in this [indiscernible] are described in detail in Item 9 of the proposed resolution. Any votes against, blank or abstentions. Having carried out the voting and there being a sufficient majority of votes, this motion is approved.

[Interpreted] 10th, setting a amount of remuneration of the Board of Directors and its committees. Now the proposal of the Compensation Corporate Governance Committee in accordance with the provisions of the company's bylaws. We propose to say that EUR 800,000, the maximum total gross annual amount of the fixed and attendance fees of the Board of Directors and its committees for fiscal year 2024. Votes against, blank or abstentions. Being carried out voting and there being sufficient majority votes, this motion is approved. 11th, [indiscernible] vote on the annual report on directors' remuneration. We have proposed to approve on a consultative basis, the annual report on director remuneration. The full text was entered the CNMV and is published in the website of the CNMV and also in the website of NH Hotel Group. Votes against, blank or abstentions. Having carried out voting and there being sufficient majority of votes, this motion is approved. 12, dedication of faculties to formalize, clarify, interpret, remedy and execute their resolutions passed by this general shareholders' meeting. We propose to severance Mr. [indiscernible], Chairman, Vice Chairman and Secretary of the Board of Directors, so that any of them may formalize and execute the foregoing resolutions to be able to execute such public or private documents may be necessary for their most excited compliance and to be able to include them in into registry. Votes, for, blank or against. Having carried out the voting and there being sufficient majority votes. This motion is approved. Therefore, all the proposal solutions of the Board of Directors were approved by a sufficient majority. We will provide the results of the voting for the [indiscernible] so they can be included in the minutes. According to the bylaws of the general shareholder meeting, the details of the votings will be published on the website. Someone has something against the results of this voting. Mr. Notary for the record, please. On these occasions and since the middle of the meetings are not trying -- is notary to submit them to the shareholders for approval. The notary public will carry all the format is required by law in these cases. These -- this is the end of the proceedings of this general shareholders meeting. I would like to thank you once again for your attendance. I would like to extend my thanks to all the customer, suppliers and employees who have made these results possible. We hope to see you next time. Thank you.