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

[Foreign Language ] Ladies and gentlemen, welcome to the Annual General Meeting of Minor Hotels Europe and Americas. It's a pleasure to be here with you today. For a smooth running of the meeting, I would now like to hand over the meeting procedures to Mr. Ramon Aragones, the Vice Chairman of the Board of Directors of the company, who will be the Chairman of the meeting.

Thank you, Dillip. [Interpreted] Good morning, ladies and gentlemen, shareholders, and welcome to the shareholders' meeting of Minor Hotels Europe and Americas, which is being held in a hybrid format, which means in person and online and which has been called in accordance with the laws and the articles of association for today on first and only call. So the Presiding Committee and the Chairman of the Board of Directors, Mr. Dillip Rajakarier, Mr. Gonzalo Aguilar, CEO of the company, whose appointment as Director is proposed at this meeting; the secretary of the Board of Directors, Mr. Carlos Ulecia Palacios; Directors, Mr. Steve Chojnacki; Ms. Miriam Gonzalez-Amezqueta Lopez; Ms. Laia Lahoz Malpartida; Mr. Tomas Lopez Fernebrand, Mr. Rufino Perez Fernandez; Ms. María Segimon de Manzanos; and myself as Vice Chairman of the Board. Also attending via conference Directors Mr. Kosin Chantikul and Mr. William Heinecke. Also present in person is Ms. Notary Public, [indiscernible] has been requested by the Board to authorize the minutes of the meeting. I give the floor to the Secretary of the Board of Directors, who will act as Secretary of this general meeting and will refer to the details of the notice of the meeting.

[Interpreted] Thank you, Mr. Vice Chairman. The official announcement of the call was published on the May 14, 2025, on the website of the CNMV, together with the proposed agreements on the same date. And the corporate website of Minor Hotels Europe & Americas, all the legally required documentation was published on -- until today. It has remained relevant today. The announcement of the call was also published on May 15, 2025, in the newspaper, El Mundo. Given the length of the announcement of the call and as expressly requested by a shareholder, I will not read the announcement in its entirety and will refer exclusively to the items on the agenda. Likewise, unless there is opposition from any shareholder, we consider the commentation made available to you in the manner indicated in the call to have been reproduced. Shareholders attending remotely are reminded those who wish to speak at this meeting must follow the instructions provided in the section entitled General Meeting, Remote Attendance, having been able to make the comments from 8:30 a.m. today and send them through the channel provided for this purpose until the start of the speaking session. Similarly, shareholders attending in person who wish to speak must register in advance at the table set up for this purpose located next to the Notary Public and provide proof of identity with an ID card, so that the Notary Public can confirm their status as shareholders or representatives on the final list of attendees. In this regard, I invite you to formulate such interventions or questions, which will be answered during the question-and-answer session or within 7 days of the meeting. Such interventions will form part of the minutes of the meeting. Mr. Secretary has the floor to report the number of shareholders present and the capital with voting rights present and represented at this meeting. With regard to a quorum for attendance, I would like to inform you that the following are present, 19 shareholders, holders of 419,443,448 shares, representing 96.259% of the share capital; and 30 shareholders represented, holders of 164,371 shares representing 0.038% of the total share capital. Together, we have in this meeting present and represented 51 shareholders, representing 419,607,799 shares, equivalent to 96.296% of the share capital of the company, to which we must add 97,586 shares, representing 0.02% of the share capital held by the company, which despite having their voting rights suspended accounted for the purposes of the quorum. So the quorum required by the capital companies act for the holding of this ordinary -- General Shareholders' Meeting is met. In accordance with the information read by the Secretary, the general meeting is hereby declared validly constituted on first and only call. Next, for the appropriate legal purposes, I will give the floor to the Notary Public. Next, those who have reservations or objections regarding the statements relating to the number of shareholders present and the capital present are kindly requested to communicate this to the channels provided for this purpose, so that the Notary Public may take note of their observations and record them in the minutes.

[Interpreted] In accordance with Article 101 of the commercial registry regulations, as Notary Public for the meeting, I hereby inform the meeting that if any shareholder wishes to express reservations or objections regarding the statements relating to the number of shareholders present or the capital present, they may do so at this time at Notary Public's table or through the online channel enabled in this general meeting section telematic assistance for the inclusion in the minutes. Thank you.

[Interpreted] As there are no objections of any kind to the question raised by Notary, I confirm that General Shareholders' Meeting is validly constituted on first and only call to discuss and resolve the matters included in the agenda. Now Ms. Miriam Gonzalez-Amezqueta Lopez, Chair of the Audit and Control Committee has the floor.

[Interpreted] [Interpreted] Ladies and gentlemen, shareholders, members of the Board of Directors and dear guests, it gives me a pleasure to address you as the Chair of the Audit Control Committee with a great commitment for the principles of our company. As you know, the committee meets the requirements of the Unified Code of Good Governance and is formed by External Directors, most of whom are Independent Directors. Our main mission is to support the Board of Directors in the vigilance and control of the company, in surveillance and control of the company. We must guarantee internal control and drawing up and presenting the financial information to the shareholders and the market in general. During 2024, the Audit and Control Committee has held 6 meetings as supervisory body of drawing and representing the financial information. They review the financial statement each quarter and also the annual accounts for the end of the year, issuing, in each case, our recommendations that are free and independent prior to their approval by the Board of Directors. Also the commission has held a straightforward and constant dialogue with external advisers, holding bilateral meetings without the presence of the Directors' team. No limitations were put to their job, and it was carried out in an absolute independent manner. Because of the surveillance, they concluded that the annual accounts of 2024 have been drawn up in accordance with the principles and accounting rules of EMEAA. We have informed the Board of Directors, and the accounts are submitted for the approval of this Board. The external auditors have issued an opinion without notes, and this is available to all the shareholders. During the development of their work, they confirmed that there were no significant weaknesses in the internal control nor they detect any irregularities or breaches -- legal breaches. In the internal control, the commission has supervised actively the risks related to the internal control of the financial information, the state of nonfinancial information, emphasizing our commitment with the best practices in terms of governance and transparency. Also we have carried out a previous and independent analysis of all the related party transactions to guarantee that it was made in market conditions and that they are beneficial for the company and the shareholders. Its analysis and its approval by the Board of Directors has been carried out without the involvement of the proprietary Directors in compliance with the regulations and fulfilling the unbiased process nature. Because of volatility and uncertainty, the Audit and Control Committee has an essential role in safeguarding the interest of our shareholders. Our supervisory and risk assessment and collaboration with senior management is of the essence to solidly navigate a complex environment. But our vision goes beyond the number analysis. We are committed in fostering a corporate culture based on integrity, ethical behavior and respect to the principles of this company. In being faithful to these values, not only do we protect the tangible asset of our shareholders, but we strengthen our most valuable asset, reputation and sustainability of the company. For the next year, the Audit and Control Committee will continue developing their work with the same independence, dedication and rigor. To end, I would like to thank all the organization with their involvement in the different initiatives in improving the information systems and control systems of the group and their support to the work of this committee. Thank you.

[Interpreted] Now Ms. María Segimon de Manzanos, the Appointments, Remuneration and Corporate Governance Committee.

[Interpreted] Good morning, ladies and gentlemen, dear shareholders, members of the Board of Directors, guests. I have the honor and satisfaction of talking to you for the second year in a row during the General Shareholders Meeting. Over a year ago, during my first public appearance as the President of this committee, I was committing myself on behalf of the Board of Directors and on -- to follow the good governance and corporate laws as well as the sustainability plan as well as the functions that are considered as duties for the President of the committee and to guarantee the sustainability and profitability of this company. We have to reinforce the capacity of this group to attract and retain talent in the group in a very global and competitive environment. Thus, the company will be able to keep on growing and transmitting the power of its brand, and we will be a reference of good practices. Our committee that of remuneration and corporate governance has met 6 times during the last year. During those meetings, we have had all of the different -- responsible heads of different departments as well as external experts present their tasks, and we have been very satisfied with their reports. And I would like to share with you the main tasks that we have carried out during this 2024 year. The company has obtained 90% of recommendations that are applicable to it. We've reached the best market levels, thanks to the exhaustive follow-up that has been given to all of the Directors that have been published with regards to corporate governance. This exercise entails a constant valuation of our policies, which allows us to improve on an annual basis and to adapt to market expectations. This is something fundamental for a company such as ours. With regards to remunerations, during 2024, we have set up a new cycle, which will allow us to measure the progress and the fulfillment in the medium to long term of the strategic objectives of the company in 2024, 2025 and 2026. Likewise, we finished the 2-year plan that finished in 2023, which was the necessary incentive for the main executives in order to recover the company because 2022 and 2023 had to have a magnificent result, and that is what showed that the organization is following the right path with regards to attaining the objectives that have been set after the COVID pandemic. Likewise, we have finished the 2 yearly plan that finished in 2023 -- I'm afraid she's reading the same paragraph again. We have also paid the variable remuneration for the executives and the directives corresponding to the year 2024, and we have defined the objectives. That will be our guideline for establishing the variable remuneration for 2025. The economic results that have been attained by the company in 2024 are very much in line with the objectives that were established at the beginning of the year by the Remuneration and Corporate Governance Committee. And they show that we are progressing as expected in the strategic plan that we established and approved. With regards to the valuation and approval of variable remuneration for the members of the management, the Remuneration Committee and Corporate Governance Committee has also based this decision on EBITDA as well as other quantitative objectives that were also included in the strategic plan. During this year, we also have supervised and we have informed and proposed to the Board for its approval of the remuneration report for the Board of Directors for 2023, which has to be presented to the General Shareholders' Meeting for them to vote with great transparency with regards to the remuneration for all of the Board members. One of the main duties of this committee during the last year was supervising the selection procedure for the new CEO of the company, Mr. Gonzalo Aguilar, and to approve and propose to the Board of Directors the remuneration that has been included in the report that corresponds to the moderation in prudence that is expected of us. And during the last quarter of 2024, we have evaluated the Board of Directors according to the Directors and the best corporate governance practices. The Committee has supervised the whole process where all of the Board members have participated. With regards to sustainability, this Committee, as you know, was also responsible for sustainability. According to the recommendations proposed by the CNMV, we drafted a report on sustainability information that consisted of all of the requirements -- report requirements that were established in the CSRD directive and the Regulation 2372 from July 2023, the [indiscernible] requirements. And this has been examined, verified and approved by this Committee. Finally, I would like to share with all of you our intention to keep on working following that line with transparency, rigor and with the engagement of positioning ourselves as a reference with regards to corporate governance, which we already are. And I would like to take advantage of this opportunity to thank all of the executives who have been involved in all of the tasks that this Committee has to implement and who have all contributed to the good results of this committee during this year. Thank you very much.

[Interpreted] So we will inform you of all the aspects that have to do with the company's activities.

[Interpreted] Ladies and gentlemen, shareholders, on behalf of the Board of Directors, Minor Hotel Europe & Americas, I would like to welcome you to this General Shareholders' Meeting of Minor Hotel Europe & Americas for the 2025 financial year. As you well know, this is the second General Shareholders' Meeting that our company has held this year after the one that was -- that took place on January 20. With respect to what was approved therein that our majority shareholder, MHG Continental Holding, make a public offer to acquire the shares that our company does not control as well as the delisting of our company shares from trading on the Spanish Stock Exchange. We are still awaiting the regulator's decision, and I have nothing to add with regards to it. As for today's meeting, we are going to focus on the presentation of 2024's financial results, the corresponding management reports and the nonfinancial information. All 3 subjects will be submitted to your approval. I am especially proud of the results that we have achieved in 2024. It was my last year as CEO. I have been able to complete this challenging yet rewarding journey that started with the pandemic and went all the way to last year where we were once again one of the leading hotel groups in the -- in every market where we operate. Our solid pricing strategy that was maintained last year with regard -- together with strict cost controls and disciplined management and continued demand resulted in revenues of EUR 2.427 billion. And our recurring net profit last year was EUR 210 million, which is far surpassing the EUR 126 million that we reported in 2023. And in 2024, our net financial debt was reduced to EUR 244 million. Combined with our strong business performance, this led to Fitch Ratings to upgrade its outlook on our company from stable to positive in March 2025 and reaffirming our credit ratings at BB negative. Having such an improved credit profile has allowed us to refinance not only our gross debt, but also extends our maturity profile beyond 2029. These actions position us well amid growing geopolitical tensions and tariff-related uncertainties that are starting to interfere in our -- with our sector. Furthermore, for the company, following best corporate governance practices is not just an obligation but also a sign of our commitment to transparency and market confidence. In our case, this commitment is reflected in our compliance with 61 of the 64 recommendations for good governance, as detailed on our annual corporate governance report. We have enjoyed 2 positive years at the start of the year. The outlook remained equally promising. [ XL Tour ] forecasted low 1-digit growth for the Spanish tourism sector in 2025. However, like many other projections, that forecast is now being revised. It is still early to draw conclusions, but the possibility of headwinds in our sector is becoming increasingly real. According to the latest world tourist environment that was done by the United Nations World Tourism Organization, international tourist arrivals are expected to grow between 3% to 5% this year. This growth is mainly driven by the recovery in Asia, which is positive news for our company. Having said that, the UN also notes that there is a trend towards stabilization in global tourism, which is a natural consequence after the sharp rebound of recent years. The panel of experts highlights 2 priorities -- or 2 recommendations, maximizing sustainable practices and promoting lesser known destinations. Those are 2 essential aspects of our current corporate strategy. But risks do not stop there. The Global Business Travel Association has warned of a possible 20% decline in international business travel spending this year. Increased tariffs, complex cross-border regulations and restrictions are making business travel more challenging. In the worst-case scenario, global spending could drop by as much as EUR 88 billion. We should not overstate this scenario, but neither should we ignore it. Whatever the case, it's not a phenomenon that we are feeling. Nowadays, our travel groups, meetings and events businesses remains strong and healthy. We have taken a cautious approach, and I can assure you that we will remain even more prudent going forward. The experience of the pandemic has taught us the importance of preserving the strength of our brand as the best guarantee for the future of our people, our customers and our shareholders. And we're going to keep on doing it. That is the reason why we would like to propose the allocation of last year's profit to legal reserves, voluntary reserves and prior year results. These measures have also been reinforced last March. We have now the brand Minor Hotels, which will also reach the final consumer and that has a new brand identity, a better digital experience and simplified offers, both for digitizing as business to business. Integration of our -- this redefinition of our brand is important. This has reinforced the recognition among guests, employees, investors, owners and partners across the globe. We try to reflect it in our new slogan, "What Matters Most". And the new brand architecture has also allowed us to segment our portfolio into 3 categories. We have luxury, premium and select, and this makes it easier for our customers to find the unique experience that best fits their expectations.

Ladies and gentlemen, shareholders, the Board of Directors also submit to your approval the appointment of Gonzalo Aguilar as Executive Director based on the favorable report issued by the Appointments, Remuneration and Corporate Governance Committee issued during their May 12, 2025, meeting. I would like to take a moment to highlight Gonzalo's extensive experience, leadership capabilities and deep commitment to our values. That has been shown by Gonzalo during his initial months as CEO. His international background, understanding of multinational integration processes and talent for team leadership make him exceptionally well suited to guide us through the next phase of our corporate and industry evolution. The Board once having received the report by the Appointments, Remuneration and Corporate Governance Committee will also propose to the Board the reappointment of Kosin Chantikul as Propriety Director; and Ms. Laia Lahoz as Executive Director, 2 exceptional professionals who have made and will continue to make a significant exceptional contribution to your company. And lastly, I'd like to bring to your attention to proposal to approve the partial financial spin-off of NH Hotels Espana and NH Rallye Portugal in favor of Minor Hotels Europe & Americas. If approved, this move will transfer ownership all the Portuguese operations and with activity in Portugal, and NH Hotels Espana will retain ownership of the Spanish companies and other operating in third countries where we don't have enough of a developed presence. I will now close my remarks, and it is no coincidence that NH Hotel Group and Minor Hotels were both founded in 1978, and they grew a long separate paths. And then that we decided to join our forces 40 years later in 2018. The integration has brought about tremendous value during these last 7 years. It has expanded our global footprint and opened the doors to luxury segment. And it has -- it was something that had been beyond the region right now, we are leaders. It has given us strength during the toughest period of the pandemic and has given us commitment and efficiency to consolidate our values and to go back to the path of growth and financial strength that characterizes nowadays. Ladies and gentlemen, I am confident that under Gonzalo Aguilar's leadership, the next 3 years will be successful for Minor Hotel Europe & Americas and for Minor Hotels globally. And as we approach our 50th anniversary, that will be the best celebration. It is a long-standing legacy of success. We are now well known and appreciated the world over a brand that our professionals, our clients and you, ladies and gentlemen, shareholders, should be proud of. Thank you very much.

[Interpreted] Good morning ladies and gentlemen, shareholders. It's a pleasure to be here to present the results of 2024. 2024 has been a historic year for Minor Hotel Europe & Americas because of the high demand, both in urban tourism and business clients and also the different groups. In addition to the positive progress of the level of activity, the price strategy contributed by 74% to the RevPAR growth in 2024. I'd like to emphasize that we had a strict cost control throughout the year to contain the inflationary pressure favoring the cash generation and the reduction of the financial debts. This more than compensated the investments throughout the period of time. This led me to delve deep on the main operational magnitudes in year 2024. The revenues grew by 12% or EUR 264 million compared to 2023, reaching EUR 2.427 billion. The double-digit growth was positively impacted by the new entries in the portfolio that contributed almost 1/3 of the total growth. The solid diversification of the group can be seen in the distribution of the revenues, of which 31% were generated in Spain, Portugal and France; 20% in Italy; 20% in Benelux; and 21% in Central Europe, the main country of which is Germany; and 8% in Latin America. The average room price increased by 6% compared to 2023, reaching EUR 145. Thanks to the commercial strategy that we have implemented focusing on price maximization. Finally, occupancy in 2024 reached 69%, which means an improvement by 1 point compared to 2023. So the good progress of the revenues and the constant effort of the cost control has enabled to report an EBITDA -- the best EBITDA in the history of the group, reaching EBITDA EUR 407 million in 2024, which means an improvement by 25% or EUR 80 million compared to 2023. I would like to say that the margin improvement of 2 points in the year enabled to reach the levels of 2019, which was 17%. With this, 2024, the company presented an unprecedented profit reaching EUR 102 million, which means a relevant growth of 67% or EUR 84 million compared to 2023. Also the total profit reached EUR 212 million compared to EUR 128 million in 2023. As a consequence of the strong cash investment in 2024, we continue to reduce the financial debt. And the group ended the year with a cash of EUR 220 million and the financial -- net financial dent of EUR 244 million, which means that the decrease by EUR 20 million -- which entails a EUR 20 million decrease compared to the previous year, in spite of the investment in Brazil and the ordinary CapEx investment of the year. This way, the CapEx investment in 2024 was EUR 154 million, being 45% of the same CapEx allocated to repositioning, which will entail EBITDA -- additional EBITDA and revenues in the years to come. Additionally in 2024, there -- we acquired the minor in Brazil business, including 4 hotels with 799 rooms with the net -- EUR 158 million was the net disbursement, which is 80% of the purchase price. The second tranche of 20% will be paid in September this year. So with this acquisition, Minor Hotels Europe & Americas strengthens its presence in Latin America, incorporating a portfolio with an expected of EUR 60 million contribution in revenues and EUR 20 million in EBITDA for the company in 2025. Throughout 2024, the company opened 8 hotels with a total of 1.4 billion -- 1,400 rooms, amongst which you can emphasize the comeback of Minor Hotels to Paris with 3 new hotels in NH Paris Gare de l'Est with 203 rooms, NH Paris Opéra with 100 rooms and the third building of 87 rooms were opened as NH Champs-Élysées. And it will be refurbished and opened under the brand NH Collection. Those 3 hotels over 400 rooms close to the main attractions of the city, and we have increased our presence in Vienna, Austria, opening the impressive Anantara Palais Hansen Vienna luxury hotels in the city center. In Finland, we have opened our first hotel in the country with NH Collection Helsinki Grand Hansa, a 5-star hotel located in one of the main avenues of the city opposite the Central Station with 224 modern rooms. And if we take a look at the trends -- continuous trends of 2025, in 2025, we have initiated the year with a favorable trend, a positive trend, Revenue level, the first quarter, we have grown by 8% compared to 2024, reaching EUR 496 million. The EBITDA was increased by EUR 11 million, reaching EUR 12 million with a conversion rate of 30%, thanks to the cost control and the operational discipline. The net recurring result was improved by EUR 8 million, reaching EUR 22 million in losses in the first quarter. Explain -- those can be explained by low seasonality. The net total profit reached 400 -- positive EUR 400 million with an additional impact of asset turnover in the quarter. The net financial debt was reduced by EUR 37 million, reaching EUR 207 million. And in this reduction, we include the asset sale by EUR 84 million as the CapEx investments by EUR 43 million. We continue with a cash position that is very solid of EUR 518 million at the end of the first quarter, of which EUR 255 million are in cash and EUR 325 million are in credit facilities -- available credit facilities. Finally, we just announced a refinancing agreement of the debt, which will contribute to keep on decreasing the debt and extending maturities. Also in 2025, the company is carrying out several important openings in Porto. We have opened a Tivoli Kopke Porto Gaia Hotel with all the cellar in the city located right beside the river. And it will become the neighborhood dedicated to the wine and cuisine also of NH Collection Alagna Mirtillo Rosso, which is located in Alagna Valsesia in Monte Rosa, The Glacier. Also the NH Collection Ibiza, our first hotel in the Balearic Islands with an excellent location and -- well, for the people who wish to make the most of the island's busy life. Also we opened the NH Collection Palermo Palazzo Sitano boutique hotel in a baroque palace in one of the main street of the city. The boutique hotel Grand is one of -- is the perfect one to discover Copenhagen. The last one, the nhow Lima located close to -- very close to the iconic part of J.F. Kennedy in Miraflores, in the heart of Miraflores, one of the most popular districts and the most fun of the city. If we talk about sustainability, our sustainability strategy up for the planet is moving forward in a very important way. We have decreased by 31% the operational emissions since the base year, reaching our goal of 46% for 2030. And 85% of the electricity comes from renewable sources of energy. 74% of our hotels have a sustainability certification showing our individual commitments. In 2024, our social actions benefited close to 20,000 people. And we continue moving forward with initiatives such as eliminating plastic and only using single use and efficient management of our resources, keeping the main ESG index such as SPG Global, FTSE4Good, CTP and EcoVadis. The engine of our strategy and achievements is the commitment of our teams, our greatest asset. We encourage our culture based on diversity, ethic, well-being, sustainability. And we strengthen the pride of the belonging. To that, we foster initiatives such as active listening to understand and anticipate the need of our teams, the continuous improvement of internal communication. And we try to align our organization to develop the talent development with constant feedback, assessment and succession plans and promotion plans is what motivates us internally. We also strengthen our value proposals through alliances, which economical institutions, employee-running campaigns, continuous skilling and well-being programs. To finish my presentation, I want to thank everyone who made this possible. Our results, our employees, thank you. Thank you to them. Thank you to our shareholders, owners of hotels, suppliers and clients. Thank you.

[Interpreted] We will now open the floor for the shareholders to take the floor, so that all of the participants who may ask for the floor can actually make their interventions and ask for information or clarifications if necessary with regards to the points on the agenda or to make proposals. I beg you to try and be clear and very precise in your intervention. If some of the shareholders who will take the floor one for their interventions to be included in the minutes, they will have to ask for that to be done and to provide the written text of their interventions to the Notary Public for him to be able to check the text. And we will also be reading the questions that we have gotten from the website. And we will copy those interventions in the minutes of this shareholders' meeting. The questions or clarifications have been already been given to the members of the panel to identify the name and surname of the shareholder as well as the number of shares that they represent or hold. Once we have read all of the interventions, we will give a global answer to all of them. If it's not possible to answer some of the questions right now, we will provide a written answer in the next 7 days, as per Article 197 of the law of listed companies. Thank you very much. Mr. President of the Shareholders Meeting, there are 2 shareholders who have asked for the floor. I ask of you to please identify yourselves by using the microphone that has been provided for that effect by and say, please, the number of shares that you hold or represent. I will give the floor to [ Mr. Fernando de Jaran ].

[Interpreted] Members of the Board.

I'm sorry. Your name?

I am [ Fernando ], and I think he said 1,000 shares. Dear members of the Board and the shareholders who are not many because I think there are less shareholders and more members of Minor who are the ones who usually applaud. First of all, there is lack of transparency. There is no mention of shareholders' interest, and there is no ethical conduct. They talk about the variable remuneration of the share -- of the executives and the Board members. They talk -- but we haven't talked about dividends to shareholders. We talked about legal reservations, but we're not talking about dividends. There are many years that have come by without having dividends paid out, and the share is going down. You talked about the fact that you were going to buy at 6.27 and according to the CNMV. And I have people who were there. You have not presented the right documents to be able to actually present that takeover bid. So in Germany, 20% has been the growth in 2024 and EUR 212 million. What happens with this takeover bid? What is going to happen? The shares have gone down. And the shareholders are quite not pleased, not to say mad. A company that is still showing profit and has created new companies, but is not paying out dividends to the shareholders, and the shares are worth less and less. And you announced a takeover bid that is not taking place. So please clarify those points to me.

[Interpreted] Thank you very much, Mr. Fernando. I will now give the floor to Jose Antonio del Barrio [ Conmenadeco ].

[Interpreted] I am Jose Antonio del Barrio and I have 1,000 shares. I would like to congratulate Mr. President and all of the Board members of the company and Directors, executives and the whole personnel for the work that has been carried out in 2024. That has provided us a profit of EUR 311 million. So EUR 65.3 million more than 2023. So congratulations, but then I have 2 questions to ask. As the previous shareholder has said, what's going to happen with dividends? I don't understand. If there is profit, why aren't you paying out dividend? And then with regards to the exclusion takeover bid, is that going to happen in 2025? Or will it just be remain frozen without further notice?

[Interpreted] Thank you very much, Mr. del Barrio. Considering the nature of the questions that have common element with regards to the takeover bid that was done by Minor Hotels, I would like to give the floor to our Board member, Mr. Chojnacki, so that he can give you an answer.

Yes. Good morning. Thank you very much. Thank you for the questions and for the request for an update on the status of the delisting tender offer. I will give you an update on the status and then I'll also provide you a little bit of larger context to the situation. The short answer to the question about the delisting tender offer is that Minor International continues to pursue the tender offer. We continue to work through the process with the CNMV. We have been fully cooperative. We've provided all of the information that the CNMV has requested of us, and we have a strong view and belief that the offer should be approved at the earliest opportunity. I will also state that we share some of the frustration at the slow pace of the review of our file. This is now -- we've tried to make this effort at delisting a couple of times. And we believe that this should be strongly supported by the CNMV. As a reminder, we initiated this process in December of last year and at a shareholder meeting in January of this year where the delisting offer was approved, and we submitted our file to the CNMV in February. So we're now entering the fifth month of the CNMV reviewing our file. And again, I reiterate to you that we have provided every cooperation and answered every request of the CNMV. In our view, in a situation where our delisting offer has been approved by the Board of Directors, by the shareholders, where it's been substantiated and confirmed by the EY valuation report, by the Bank of America valuation report, we believe that there is every justification for the offer of 6.37 to be approved. We believe our offer is fully compliant with the requirements under law, and we have every hope and every expectation that this will happen very soon. I would like to add a little bit further about Minor International's position. I think the longer this goes on, and I think some of the questions have hinted at this, but we started the process 6 months ago. And in the meantime, many things have changed. The world has become a different place. In February, Trump started the tariff wars. We've had natural disasters, earthquakes, fires, power outages. We now have a war in the Middle East. So the longer this process continues, the more and more risks there are to the offer and to this process concluding successfully. We'll continue to work with the CNMV. We'll continue to provide our full cooperation, but we strongly think it's in the best interest of all parties, including the minority shareholders, the company, the market that this process has concluded very swiftly. So I'd like to conclude by again reiterating that Minor International's desire is also to have a very swift conclusion to this process. We're working collaboratively with the CNMV to try to give them all information that they've requested, so that we can finally have a resolution to the situation for once and for all. And with that, I conclude my remarks.

[Interpreted] Thank you, Mr. Chojnacki. And about the question of the dividend, the Chair, Mr. Aragones, the Chair of the Board of Directors will be answering to both shareholders that made the question about the dividend.

[Interpreted] I mentioned this on my speech, because of accounting caution, we took this to reserves. It has improved substantially after the pandemic, but we are still recovering our numbers. So that accounting caution is something we should stick to. Also we have taken measures in increasing the value of the company. So that's safeguarding the interest of the shareholders. This is -- it's not a decision -- a final decision for the years -- for next years. And the Board of Directors will assess this, depending on situations. Right now, we are focused on the takeover bid -- the initial takeover bid, and we will concentrate on that. Thank you very much. I must declare close the Q&A session, and I give the floor to Mr. Secretary, so that he can mention the agreements that we submitted to the Board to vote on them about that proposal. In accordance with the regulations of the Board, we won't proceed to the previous and complete reading of each of the proposals, unless so requested by a shareholder. We expect that for the Secretary to make a summary of the proposal that we submitted to this general meeting, unless there is some opposition for some shareholders communicated through the -- remotely or in presence about the proposals on the agenda. I inform that the people present that those [ formalities ] by the Board of Directors are in the power of the Notary Public and are available by the Minor Hotels Europe & Americas website, on CNMV since the date of the call of this meeting.

So in compliance with the applicable law, I can tell that this Board of Directors to propose the approval of the management and annual accounts of 2024 as well as applying the result approval of the management of the Board, reelection of -- reappointment of PricewaterhouseCoopers as their company that carries other accounts. So the appointment of Mr. Gonzalo Aguilar as Director, the election of Kosin Chantikul and Laia Lahoz as Directors and also the partial division of NH Hotel Spain in favor of Minor Hotels Europe & Americas, and the framework of a simple -- the company reorganization internally, also setting the compensation of the Board of Directors and its fees -- and sorry, and its committees.

[Interpreted] Thank you, Mr. Secretary. Now let's proceed to vote for each of the proposals. Ms. [indiscernible] has the floor.

[Interpreted] The approval procedure will be as follows. About the proposals that are included in the agenda, we consider them to be fair, although one is corresponding to all the concurrent actions here or represented, except for the votes corresponding to the shares, the owners of which, well, I mentioned that the vote in blank or against would be set through the Notary Public, so that we can record it in the minutes. In the case of remote attendance, the vote will be considered remotely by each shareholder. Before initiating the reading of the proposals in case it hasn't been done, they are -- it's considered they vote in favor of the proposals presented by the Board. Once having read and submitted to the vote and counting the votes against the blanks and abstentions, we will proclaim the results. There being no proposals outside the agenda, we consider that we have read the whole process -- voting process. So now I want to submit to the vote the proposals submitted by the Board. First, we propose to the assembly to approve the annual accounts, the individual accounts of the company, balance, P&L, state of changes in equity, state of cash flows and annual report and also the annual -- consolidated annual accounts of the group corresponding to year closed on December 31, 2024, ended that. Vote against, blank or abstention. [Voting]

[Interpreted] Having carried out counting and having enough votes, this proposal is approved. Second agreement, we propose the approval of the management report, individual and consolidated corresponding to the year ended on December 31, 2024. Vote against and blank or abstention. [Voting]

[Interpreted] Having been carried out the votes and having enough majority of the votes, this proposal is approved. Third agreement, we propose to approve the state nonfinancial consolidated information and information on sustainability for the year ended December 31, 2024. Votes against, blank vote or abstention. [Voting]

[Interpreted] Having carried out the votes and having enough majority of votes, this proposal is approved. Fourth agreement or proposal to approve applying the result of the company corresponding to the year ended December 31, 2024. In accordance with the proposal approved by the Board of Directors on February 13, 2025, which is detailed now. The distribution is the profit of the year 2024, which is EUR 104,267,450.98 distributed as follows: to legal reserves, EUR 10,426,745.10; voluntary reserves, EUR 745,845,489.0; and for the previous year's EUR 189,852,100. Vote against, abstentions or blank votes. Can you identify yourself, so that we can record it in the minutes? If you can go to Notary Public's desk, so that we can record your vote against. Excuses. No microphone is being used, so we cannot translate what is being said. [Voting]

[Interpreted] We are at the voting stage. Thank you. Mr. Notary Public. Please register in the minutes the vote against of the shareholder. Having carried out the votes and there being a majority -- enough majority votes, this proposal is approved. So proposal #5, we propose to the assembly to approve the management of the Board of Directors carried out during the year ended on December 31, 2024. Vote against, blank votes or abstentions. [Voting]

[Interpreted] Having carried out the votes and having a majority of votes, this proposal is approved. Sixth proposal, we propose to reappoint as the auditor of the company and the conservator of the group with year closed at December 31, 2025, the company PricewaterhouseCoopers auditors. Vote against, blank votes or abstention. [Voting]

[Interpreted] Having carried out the votes and having enough votes in favor, this proposal is approved. Seventh proposal for agreements setting the number of Directors. We propose at 11 the number of Directors within the maximum limits established in the Articles of Association. Any vote against, blank votes or abstentions? [Voting]

[Interpreted] Having carried out the votes and having the majority of favorable votes, this proposal is approved. Proposal #8. This is 8.1, we propose the appointment of Mr. Gonzalo Aguilar as CEO of the company, being an executive position for the term of 3 years. So vote against, blank vote or abstentions. [Voting]

[Interpreted] Having carried out the votes and having enough favorable votes, a majority of this proposal is approved. So proposal 8, to propose the reappointment of Mr. Kosin Chantikul as a Proprietary Director for the term of 3 years. Vote against, blank votes or abstentions. [Voting]

[Interpreted] Having carried out the votes and registering a majority of favorable votes, this proposal is approved. Proposal 8.3, we propose the reappointment of Director, Ms.Laia Lahoz Malpartida as executive for 3 years. Any vote against, blank or abstention? [Voting]

[Interpreted] Having carried out the votes and having majority of enough votes, this proposal is approved. Proposal for approval #9, we propose to approve the reorganization -- internal organization with the financials change, whereby NH Hotel Spain, which is fully owned by Minor Hotels Europe & Americas will excise 100% of the shareholders from NH Rallye Portugal Unipessoal Lda for Minor Hotels Europe & America as the beneficiary in the terms and conditions exposures -- expressed through -- in point 9 of the proposal agreement line. With this, we note down reports of the administration of Minor Hotel Europe & Americas and NH Hotel Spain that have been available since the Board of the meeting and the website of the company showing that no observation has been noted by shareholders or workers' representatives. So this is not submitted to the vote since it's just for information purposes. So proposal 9.2, to approve the [ balance ] Europe & America, which has been approved on the first one for the excision. So any votes against, blank votes or abstentions? [Voting]

[Interpreted] Having carried out the votes and having enough vote in favor, this approval -- this proposal is approved. 9.3, we propose to approve the common project of divisional splitting in the terms that have been set for [indiscernible] purposes. This will -- the transfer of 100% of share capital of NH Rallye Portugal Unipessoal Lda to the company Minor Hotels Europe & Americas and the accounting effects of the -- we'll go back to January 1, 2025, but they will not change the share capitals as Minor Hotels Europe & Americas as a whole of 100% of the shares of the company being demerged. So any votes blank votes, against or abstentions? [Voting]

[Interpreted] Having carried out the votes and having enough favorable votes, this proposal is approved. We are now #10. The compensation and corporate governance in accordance with the bylaws we set at EUR 800,000, in line with the previous years, the maximum annual gross amount of the fixed allocation for the Board of Directors and its committees for year 2025. Any vote against, blank vote or abstention? [Voting]

[Interpreted] So having carried out vote and having enough votes in favor, this proposal is approved. 11th, we propose to approve on a consultative basis the compensation of the Directors, the text of which was sent to the CNMV and is published in their website, on the Minor Hotel's website. Any vote against, blank vote or abstention? [Voting]

[Interpreted] Having carried out the votes and having enough favorable votes, the proposal is approved. Proposal #12 on a solitary basis to deliver and hire Mr. Ramón Aragonés and Mr. Gonzalo Aguilar and Carlos Ulecia, so that any of them severally can carry out the agreements with signing the public and private documents that may be necessary for the -- their performance and registering in the mercantile registry. So any vote against, in favor or blank vote? [Voting]

[Interpreted] Having voted and showing that there is enough votes in favor, this proposal is approved. So we have approved with sufficient majority all of the proposals for agreements that have been tabled by the Board of Directors. We will provide the Notary Public the results of the votes -- of the voting for each point, so that they can be reflected in a minute. With regards to the regulation and as per the regulation, everything will be published in the website. Does anyone have something to state against the results? Mr. Notary, we would like for that to be included in the minutes. In this case, we do not have to ask for these proposals to be voted by the shareholders. And the Notary will do whatever has to be done according to the law. This is how we end this General Shareholders' Meeting. I would like to thank you for assisting, and I would like to thank all of the workers that have allowed for these results to be obtained, and we say farewell, until the next time. Thank you very much. And here concludes the session. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]