NKT A/S (NKT) Earnings Call Transcript & Summary
June 18, 2020
Earnings Call Speaker Segments
Operator
operator[Audio Gap] live because of COVID-19 in Danish and English. Now you can revisit the AGM on the website after the meeting, and you can find relevant documents there. The Chairman of the meeting again this year is Christian Lundgren. He is a lawyer and partner of Kromann Reumert. Please, you have the floor.
Christian Lundgren;Kromann Reumert;Partner
attendeeThank you. And thank you to the Board for appointing me. I also hope that we will have a good AGM, and we can carry it out here from Copenhagen without any difficulties. Let me start by giving you a couple of practical points. We have to ascertain that the AGM has been lawfully convened. If anyone wishes to speak when we open up for a debate, please put up your hand and come up here to the rostrum. And please give me your name, so it can be inserted in the minutes, and you can be introduced. Any comments and questions will be included in the minutes, as usual. And after the AGM, the minutes will be available on the company website. If you want to leave the room, please bring your access card with you. And if you don't want to come back, please be deregistered. If we need a written vote, I will come back concerning the voting slips that we will have to use. In this -- phone -- please turn off your mobile phone or put it on mute. Now are we lawfully convened? I'm going to go through that now, so we can make decisions under all the items on the agenda. The meeting is held here in Copenhagen in the capital region of Denmark. We are after the deadline in 5, 6 of the articles because it says we have to hold the AGM by the 30th of April, but there are special rules that have been introduced because of COVID-19, so the deadlines have been postponed. Order 393 of the 7th of April 2020, the official executive order on that. So therefore, we are in accordance with the rules that were laid down. The date for the AGM was published on the 20th of November '19. So we're in accordance with the rules of the Danish Companies Act. The agenda and full proposals, when the meeting was reconvened, were published on the 27th of May, on the company's website and also sent by e-mail or by regular letter to shareholders who had so requested. So in accordance with articles of association, 5.3, concerning the convening notice and the content of the convening notice. So the agenda that we'll go through, that I'll come back to in a minute, is in accordance with article 6 of the company's articles of association. The company has confirmed under 5.7 of the articles of these documents must be available on the company website, and they have been available since the 27th of May. And it doesn't really -- it's not so important, concerning lawfulness of the convening notice, but I can see that company announcements were sent out on the 4th of March when the original AGM was convened and a company announcement was sent out concerning postponement on the -- of the AGM on the 18th of March. And the new company announcement was sent out on the 27th of May, convening the AGM we're at here today. There's no requirement concerning a quorum, so we are able to make decisions on all items of the agenda. I can tell you that we have those represented here. 15,412,326, according to proxies, that is 47.82% of the share capital and the votes. All the items on the agenda -- where there will be a vote, apart from the 9.1, 9.2 and 9.3 will be adopted by a simple majority. So the agenda has been lawfully convened, and we are able to make decisions on all items of the agenda. I am entitled and obliged to make that decision as Chair of the meeting, but if there are any comments, please let me know. Now that does not seem to be the case. So let me quickly take you through the agenda. Item one, that's the report by the Board of Directors on the company's activities in '19; two, presentation of the audited annual report, including the consolidated and annual accounts, statements of management and Board of Directors, the auditor's report and reviews for the year; three, adoption of the audited annual report; four, that's the proposal by the Board of Directors for the distribution of profits or covering of losses; five, is a resolution regarding discharge; six, that's the remuneration of the Board of Directors in 2020; and seven, that's election of members of the Board of Directors; eight, election of auditors; nine, that's proposals from the Board of Directors or shareholders. No proposals have been received from shareholders, but there are 4 proposals from the Board of Directors. The company announcement sent out this morning, 2 of the sub items have been deleted. I'll come back to that later on. And 10 is any other business. So as we've done in previous years, my proposal is to deal with items 1 to 4 together. So Jens Olsen, the Chairman of the Board, will report on the audited annual report, and he will talk about the distribution of the profits. And after those 4 items, we will open the floor for a discussion, and we will vote on what we need to vote on, which are items 3 and 4. So unless there are any objections, we will proceed in that way. So Jens, over to you. You have the floor.
Jens Olsen
executiveThank you Christian. It's a very efficient way of having meetings being so few, but it's also a little bit boring. Now dear shareholders, now I'm going to talk about developments in 2020, our business and the work of the Board. I'm also going to look into the future and give you a brief status on our business development in 2020 as this meeting is being held later in the year than normally because of COVID-19. 2019 was, as we expected, a challenging year for NKT. Results in our Cable business were, as we expected them, marked by low earnings. NKT Photonics continued with growth, but at a lower level than expected. Result in Cable business in 2019 was affected by a reduced order intake in 2017 and the beginning of '18 and unsatisfactory results in Applications business. Now if we look at the share price, it has grown, increased in 2019, which is positive, of course, for you, shareholders. Activity in high-voltage was reasonable, and we acquired several new orders. So we ended 2019 with a record order book of EUR 1.37 billion, which underscores the positive possibilities we see in this market, which is driven by global mega trends, for instance, a green change. In that market, we are very strong. We have a solid technological basis, and we have factories strategically well placed in order to fulfill orders for Cable solutions at the global level. In August 2019, we said welcome to Alexander Kara, our new CEO. Alex is over here. Alex brings with him a great experience from leadership in the cable and energy sector in the global company, ABB. Alexander and the rest of the management team have started their work together well, and we are focusing well on increasing our profitability and making sure that we're well positioned to take part in the positive development we expect to see, especially in the high-voltage market. Alexander has adjusted the organization of NKT to sharpen our focus on customers in selected markets and segments. And we have now divided the Solutions business into 3 independent departments, one for each of our high-voltage factories and one special commercial department. Also, we have separated out our Services & Accessories business in order to create the best possible framework to continue growing for each other. But we must also face the fact that good employees and colleagues are much in demand elsewhere. Our CFO and former CEO, interim CEO, Roland M. Andersen, will leave us by the end of June. Andrea Fandrup, who will take over as CFO in August. And now with Andrea on board, we have a strong leadership team with great experience in the cable industry. And we believe that this will create positive results in the short term and in the long term as well. And I'd like to thank Roland for your work so far, and wish you all the best in the future. It's been a great pleasure to work with you. And you've been a great asset for NKT. Thank you for that, and thank you for all your great work. Now before moving on to the financial results, I'd like to give a brief status. I need to talk about what COVID-19 has meant for our business. In the Cable business, so far, it has not meant much. So we have maintained our expectation so far. But in Photonics, we have had to adjust our outlook, and we have actually withdrawn the 2020 outlook until we have a clearer idea of the situation on the market. Now looking at the financial result for NKT A/S in 2019, we delivered more or less what we had presented as our expectations. In NKT, we were within the intervals, both for earnings and for sales. We had a growth slightly below expectations, but still a 2-digit growth. This means that our sales in 2019 dropped to 1.4 -- [ EUR 1.34 billion ] from EUR 1.5 billion in 2018, which in standard metal prices means that our sales dropped from EUR 1.01 billion 2019 to EUR 1.1 billion in 2018. The operational EBITDA dropped in 2019 to EUR 29.7 billion from EUR 79.3 million in 2018, and this was due to the fact that the contribution of the Cable business was smaller in -- than in 2018. However, operational cash flow grew from EUR 225 million in 2019 from minus EUR 42.2 million in 2018. But in between '19, NKT had a net interest-bearing debt of EUR 242.2 million, which was a drop of EUR 6 million from the end of 2018, and our goal is to work with a interest-bearing debt rate of 1.5x operational EBITDA. We had, however, a rate of 8.2 by the end of 2019. And this may be said to be due to gearing being too high, but we are working on that, among other things, with our share admissions. And given that we now are above the goal and also in view of the unsatisfactory result, we recommend that no dividend be paid out. However, it is still our policy to pay out 1/3 of the yearly result when capital structure will permitted to do so. Now I'm going to look at the development in our Cable business, which operates in 4 separate business areas: Solutions, which covers high-voltage cables for on and offshore project; Applications with services to market for low and medium-voltage cables and also installation cables for the building industry; Services & Accessories, it carried out service for cable solutions and sell accessories for Cable projects within primarily medium and high-voltage. In Cables, sales dropped, measured in standard metal prices to EUR 950 million from EUR 1.08 billion in 2018, while operational EBITDA dropped to EUR 15.1 million compared to EUR 70.2 million in 2018. This development was driven, as I said, by a slower order intake in Solutions in 2017 and 2018 and unsatisfactory earnings in Applications. In Solutions in 2019, we saw satisfactory execution of projects, but there were fewer projects because of the aforementioned drop in the number of orders gained in the high-voltage market in 2017 and 2018. Having said that, however, in 2019, we acquired several large orders, and we ended with the largest order book in our company's history. And we won, for instance, the contract for the Dogger Bank turbine park XLPE isolated cables with a value of EUR 360 million, and we also won the Viking Link, which is going to link England and Denmark. This record order intake by the end of 2019 amounted to EUR 1.37 billion, which underlines the fact that with our know-how and our technologies, we're well positioned to win a large number of the Cable project, which will materialize in the years to come. Energy cables have a decisive role to play in ensuring that the capacity of the grid and production of optimum energy will be geared for the green change. In January 2020, after many years of work, our 525 kV direct current system was quantified for the large German corridor project, which is due to German changeover to a new energy solutions, and this project will now make possible the project SuedOstLink when this is the largest order in our history. And NKT has worked on this project for many, many years. So it's a great satisfaction to us to see that this hard work now bears fruit. Earnings in Applications, which covers our low and medium-voltage business was not satisfactory in 2019. The primary reason for this was that we may have been too ambitious. We have launched too many projects trying to render more efficient and more profitable this part of the business, but this has led us to not executing projects as we had expected. In Applications, we are, therefore, working on a series of initiatives, which we hope will or we expect that they will improve earnings in 2020. In Services -- well, let me begin with Services. In Services, the result for 2019 was affected by the number of Service order for Cable Solutions in the offshore segment, dropping compared to 2018. During the year, we developed our Service offer, so that we are now among the fastest on the market, faster when it comes to mobilize our experts and our necessary table craft for sudden cable repairs, which is a very important competitive parameter in this market. In accessories, we saw positive development in similar markets, especially in the Middle East and in Central Europe, and within Cable Accessories for sea turbine parks. In spite of 2019 being a challenging year, we have great faith in the general direction we are moving. And we have launched a series of strategic initiatives, which will support and increase focus on improving operational execution and improving earnings across our business. If we look into 2020, we expect a better result financially than in 2019. And to ensure this, we focus on 4 specific areas. First of all, we want to -- or we need to execute our projects in an efficient and satisfactory way on all orders. And we have, as I said, a record number of orders. So we are also going to increase orders and win more high-voltage projects. And we are going to increase profitability and application by focusing on fewer important initiatives, and we need to have more activity in the Service business. We have seen an increased activity in the market, and we expect that to continue. There's an increasing demand for renewable energy, and there's a political will behind it and also a public demand development has now been driven particularly by turbine parks, onshore and offshore and also nuclear power and coal power plants are being phased out. And this development requires a more flexible transmission grid with greater capacity as renewable energy sources depend on [indiscernible] wind blowing. And we can say that renewable energy sources are rarely located next to consumers, so we need to transport energy. And this change to renewable energy is taking place right now and turbine parks offshore are being projected and built in many European countries and also in the United States. And we see that a large number of grid interconnector projects are now materializing on the market in order to ensure that the electricity grid is connected across borders where the green energy can be transported from the source to consumers, which typically means a long distant transport and these great cable connections increase the demand for medium-voltage technology, and we are very strong there after having acquired ABB's high-voltage business, which specializes in direct current technology. This acquisition in 2017 was strategically very important and has positioned knows very well. So let us take a look at Photonics. In Photonics, they've changed their business units. They're now more market focused. We now have the following segments: Medical & Life Science, that is primarily lasers, make it possible to make images of very small structures, such as skin cells. We have Industrial, very precise lasers for industries where they need to cut hard materials such as glass and metal; and Aerospace & Defense covers lasers for the use in equipment in the Aerospace & Defense industries. In these areas, NKT Photonics is a leading manufacturer based on numbers of years of innovation and product development. We expect these segments to continue their positive development in the coming years. NKT Photonics has special expertise in developing lasers that are precise and efficient and effective. And as populations grow, we certainly need to efficiently utilize resources available. We can see that in the pharmaceutical industry, where lasers from NKT Photonics help ensure efficient screening and diagnostics of diseases such as cancer. The ongoing development towards technological solutions that take up less and less space in different products, well that development is also an important growth driver for NKT Photonics. Our ultrafast lasers can cut very precisely, even in very small structures used in industrial products. In 2019, NKT Photonics continued to increase revenue and profitability. Revenue, EUR 74.6 million, up from EUR 67.7 million in '18. We had stable execution across all segments. Our order intake increased by 20% over '18. Organic growth was 10%. We achieved that despite our position and a headwind in the industrial photonics market. So the organic growth ended up lower than first expected. The result for 2019 was driven by a positive development in all market segments. The development in Aerospace & Defense is particularly worth noticing. They doubled their revenue following a strategic targeted effort. So Aerospace & Defense is now 15% of revenue, the same as Medical & Life Science. So 70% of the revenue comes from the Industry segment. So it's still the biggest in Photonics. In 2019, we executed very well on our strategy that has to do with commercializing our business. We have the following initiatives. We to move up in the value chain, focused on delivering solutions rather than products for, in particular, industrial customers. We want to focus on organic growth. And thirdly, we want to make sure we have an efficient, lean production gathered in centralized functions. And we want, fourthly, to continue the quick introduction of new products as our technological foundation becomes stronger. As mentioned, NKT Photonics was negatively affected by COVID-19. So we have withdrawn our financial guidance for 2020 we wait until we have a clearer picture of developments in the market. But in 2020, we'll continue our focus on making the business more commercial to ensure continued growth. Now let me take a look at the Board of Directors and to tell you briefly about our work. In 2013, a few years ago, we introduced a new governance model. And as you can see here behind me, we still have many meetings in the Board -- in front of me actually as the speaker, the Chairman. But we have many meetings. We have a close and active dialogue with management in the company. So the Cable business, the Photonics business operated as 2 separate units referring directly to the Board of Directors. We also find that the Board has the right composition with the necessary professional qualifications to drive NKT towards further value creation. In the annual self-evaluation of the Board, we have concluded that the Board has a good team. We have space room for the right discussions. And there's a lot of trust among Board members. By the way, our self-evaluation this year used external assistance. Our governance model still works very well, and that includes the committees we have established. We believe they have the right composition of our Board. We have the right professional competencies, but not the right composition because we want to have at least 2 members of the underrepresented agenda. We expect to achieve that after this AGM when Karla Lindahl has been nominated for the Board. The Board is well prepared for the meetings, and we have good meeting discipline. We have excellent cooperation on the Board, and a lot of trust, as I said, in each other, and I'm very grateful for the effort made by my Board colleagues and the team that we are. Most of the members of the Board will continue, and they will continue being part of the journey, and I'm pleased with that. Lars Sandahl Sorensen is the only one, has chosen not to run again after 7 years. It is because, as we know, that he has now become the CEO of the Confederation of Danish Industry. So you can no longer be a member of our Board. I'd like to thank Lars for his efforts and for excellent cooperation with him. So we have a vacant seat on the Board. And as I said, this is where we nominate Karla Lindahl as a candidate. She has a number of professional and personal competencies that we find will be a good supplement to the competencies of existing members. Karla is from Finland, and she has an educational background in law. But now she is working in KONE, a manufacturing company. KONE is leading in lifts and escalators. She's the Managing Director for Finland and the Baltic countries. She has a lot of experience in international management, has great knowledge of strategy development and execution as well as company law and our competition law. Let me mention also that since I have now been a member of the Board of NKT since 2006 and Jens Maaloe since 2004, under the recommendations for good corporate governance, we are no longer deemed to be independent. But it is still deemed to be in the company's interest that we continue. So if we are elected, we will again have me as the Chair of the Board, and Jens will be chairing the Photonics committee. The election of Board members is item 7 on our agenda. As in recent years, we recommend unchanged remuneration to the Board. The Board will receive a basic amount plus supplements for Chairmanship and committee posts -- it's comparable with our peers in the companies -- in terms of companies. And when the Chairman participates in committee work, there's no separate fee, and the Board members are not party to any incentive programs. This year, we have prepared a new remuneration policy that has been updated in accordance with the new requirements from the EU and Danish recommendations. It gives more transparency concerning remuneration and incentive programs in NKT to ensure there's a natural connection here between our business strategy and remuneration. Remuneration for the Board is under Item 6 on the agenda and our remuneration policy as such is Item 9 on the agenda. In May 2020, so very recently, we carried out a share emission, and we expect to carry out one more before the end of the year. The decision to have a share emission or emissions, well, that decision is based on a number of cases. We want to strengthen, firstly, our financial base to adapt it to a larger order backlog of high-voltage products because of our expectations for the market, but also because of the record order backlog we have already and our projects are getting bigger and bigger. COVID-19 has had a negative impact on NKT Photonics. So we'd like to have a little extra buffer there, if you like. So we think it's a good thing to strengthen the financial preparedness of NKT because of the uncertainty of the world economy. Earnings are going up, and our debt will be reduced. Our capital objectives will be met. So in accordance with our capital policy and capital structure, share structure, we will adapt in the form of dividend payments and possibly share buyback schemes. This morning, we withdrew 2 of the 3 items that were on the agenda because of the votes we have received. And that is why we now expect that the next share emission, which will be before the end of the year, will be in accordance of a share emission with a preemptive right for existing shareholders. The authorization for the Board to issue shares is also under Item 9 on the agenda. I'd like to thank very much all of our employees for their sterling effort in 2019, helping to ensure the customers choose us as their business partner. It's the responsibility of Board and management to set the direction, but we know that our employees, even in changing times, may take a lot of responsibility by executing and giving us valuable sparring and seeing new business opportunities. Thank you ever so much to our staff and employees. Now true to tradition, I will talk about financial guidance, and we do it separately for the 2 business areas. In the Cable business, we do expect positive development. Revenue, in standard metal prices, will be about EUR 1.0 billion to EUR 1.2 billion and operational EBITDA will be approximately EUR 40 million to EUR 60 million. 2020 has shown positive results so far. We have seen progress in Applications & Solutions. We've won a number of big high-voltage orders, supporting our strong position in the market. NKT Photonics, we still see good growth opportunities, but it's negatively impacted by COVID-19. And that is why in this area, we have withdrawn our guidance for 2020 until we have a clearer picture of developments in the market. With these words, I'd like to thank you and give the floor back to the Chairman of the meeting.
Christian Lundgren;Kromann Reumert;Partner
attendeeThank you, Jens. At this point, I have to ask this huge crowd if anybody would like to take the floor. And we have to speaker from the Association of Danish Shareholders, please come up here.
Carsten Christiansen;Association of Danish Shareholders
attendeeAll right. Thank you very much for giving the floor. I am Carsten Christiansen, and I represent the Association of Danish Shareholders. First of all, I'd like to thank the gentleman for an excellent report. And then I'd like to say a few words about Solutions because in 2019, we have seen a very marketed drop in sales in Solutions. I think it amounted to EUR 456 million, but there's also an expectations of improved sales in 2020. Unfortunately, I haven't been able to read anything very specific about expectations for 2020. And I thought -- would like to say something about how the capacity present in Solution is being used. Also, I'd like to hear some figures of long-term perspectives for Solutions in the context of the green change apart from what has been described so well on Page 16 in the annual report. Now profitability of applications. That's one of the problems, which we have read about in the report. Profitability applications is not satisfactory. And that's one of the things NKT has worked with and has improved over the past years, but we still don't see sufficient results. On Page 22, you describe a number of the refined initiatives to improve profitability by improving processes and sharpening the product portfolio. But another area, which one might look at would be whether our customers are actually ready to pay the price for cables -- the price compared to quality. Are we able to cover our costs and ensure efficient margin of earning? I'd like to see some more information about profitability for specific product groups. And I'd like to hear whether there are any possibilities of working on an improved price product mix in this context. Now I might fear that sometimes we create products and a quality at a production price, which ultimately is so high that it's very difficult to get a sufficient earning margin for this product. And so I'd like to ask the Board, how you had worked with the concepts of price and quality in the improved profitability of Application? Now in the past year, the Board has also initiated work about Photonics and strategic possibilities in that context. Now we might look to us as preparations for selling off Photonics. That's not a solution we like. If Photonics is to be so then it would be preferable to have Photonics listed on the stock exchange with a -- the possibility of acquiring shares for our present shareholders. That would be better than just selling off to a third-party because we find that Photonics is a company which has been doing quite well. And we are happy to have Photonics as part of the NKT group. Also, we have a few focus areas in the shareholder association. One of them is that we'd like the Board and the management to be invested in the company with their own money as the other shareholders. And so it's very nice for us to see that at the Board and the top management have invested their own money in NKT, but we'd also like to ask our new CEO and CFO to do the same thing. And having said this, I'd like to thank you for giving me the floor. Thank you very much.
Christian Lundgren;Kromann Reumert;Partner
attendeeJens, I expect that you will provide the answers.
Jens Olsen
executiveThank you very much, Carsten. It's always a pleasure to see you at our meetings. And thank you very much for your interest in our business. Now concerning your question about sales figures for 2020 and figures for how we exploit the capacity and asset for Solutions. I suppose that is, of course, part of your great work to improve transparency, which helps setting prices on company shares. And we are a great friend of transparency. Of course, however, with the provider that it mustn't undermine our competitive position. And that is why we, in NKT, give guidance only for the entire company, not for individual business lines. And we do not talk about how we export capacity because that is very much part of how we set prices when we make offers for projects, and we don't want our competitors to know about that. Just as they don't know how they work. Now having said that, we are right about our expectation for 2020 that the expected improvement of sales and profitability will be driven by Solutions to a very large extent. And that is what I dare say about this right now. Considering Applications, we are working on several aspects, and it's a matter of product and in-sourcing and outsourcing and price and quality. We optimize planning between sales and operations in order to focus on products with the largest demand and the greatest potential, and we look also at the context between price and quality, and we look at what our customers ask for. It's a triangulation as in all other companies between customer requirement. What do they want? What are we able to develop? And what can we improvise? So this triangulation between sales, development and production, that is an ongoing process in our company. We go through our entire product portfolio with that same purpose, and we keep working to improve efficiency in production and reducing costs at a general level per product. And we sell our own products, and we sell in-sourced products or in-sourced parts of products. So this make or buy thing is something which we look at on an ongoing basis. Now concerning NKT Photonics, we have initiated a strategic review, but this has been suspended because of COVID-19. But a part of this was that we would look at all possibilities, also the possibility of listing Photonics on the stock exchange. There must be a positive market for Photonics, and we need a strong financial performance for starting up that scenario. But if that scenario becomes a reality. I don't think that first North would be our chosen arena. But it is, as I said, suspended because it's difficult to do that sort of thing when you can't travel between countries and meet partners and customers. And interesting for me to hear what you say about NKT shareholders wanting to maintain ownership of parts in Photonics. And I'll make a note of that, but I'd like to keep the cards close to my chest so far. Now the question of investments on the side of top management and Board members. And as you noted, most of them have those investments in place, but we don't have demand for that. And please don't make too harsh just -- judgments if the colleagues do not invest because we are in a -- produce our -- we base our production on orders, and it's very hard for us to invest because we are inside this, of course, to a degree, which makes it very difficult for us to invest. So we invest only when we have the same kind of information, which everybody else has and nothing beyond that.
Christian Lundgren;Kromann Reumert;Partner
attendeeThank you, Jens. Does that give rise to any further comments or queries? Not the case. Any further questions? I'm looking at the shareholders that are present in the room, and I can see that there are no further questions. So let us move on to look at items 2 to 4. You can see the management review in the annual report, 26th of February 2020, and the auditor's report. I can tell the people that are not present is that the auditors are present in the room. And the signing auditors Kirsten Aaskov Mikkelsen and Lars Siggaard Hansen are present. It's an unqualified auditor's report, no problems, so I don't have to read it out, no comments there. So with the acceptance of the people present, I hereby ascertain that the report has been duly noted with the supplementary comments from the shareholders' association. So can we adopt the audited annual report? We have duly adopted. Next item on the agenda is the Board's proposal, which is not to pay any dividend for the financial year 2019. So the result is carried forward. Under the Danish Companies Act the AGM cannot decide to pay a higher dividend than the Board has proposed. So the Board's recommendation is valid, but I would like to hear if there are any comments. That is not the case. Thank you very much. So we have adopted that item. That brings us to item 5 on the agenda, that is the resolution on discharge of Board and management. So you give discharge for Board and management in relation to the annual -- what is in the annual report for 2019. Can we approve that motion? Duly approved. That brings us to item 6 on our agenda. That is the remuneration of the Board of Directors for 2020, the Chairman of the Board has already talked about that. The proposal is that there is a basic amount of DKK 300,000 per ordinary Board member. The Chairman receives 3x that amount and nothing else, no further remuneration for any committee work. Deputy Chair, twice the basic amount. If you Chair the audit committee, you receive DKK 200,000. If you're a member there, you get DKK 100,000. The remuneration committee, the Chair, DKK 100,000, if you're a member, DKK 50,000, and the same applies to the nomination Committee. And finally, the special working committee for NKT Photonics, the Chair, DKK 150,000 and the member DKK 75,000. Are there any comments concerning this proposal? It's not the case. So it has been duly adopted. Item 7, that is then the election of members for the Board of Directors. We've heard about that from the Chairman of the meeting. Jens Due Olsen, Rene Svendsen-Tune, Jens Maaloe, Andreas Nauen and Jatta af Rosenborg are running again. And it is proposed to newly elect Karla Marianne Lindahl. Are there any other comments or queries concerning this proposal? You have all the candidates up here on the screen. No comments. So they have been duly elected. Brings us to item 8, we're doing quite well here. We can't make it any more interesting, sorry about that says the Chairman. It is going quickly. The election of auditors. And the proposal is here to reelect Deloitte. I don't need to read out more information about the auditing company. We'll all fall asleep says the Chairman. Are there any other comments or queries? That is not the case. So duly adopted. We are doing very well here. Item 9 on the agenda, proposals from the Board of shareholders. No proposals have been received from the shareholders. The proposals to be dealt with are the proposals from the Board: 9.1, the authorizations to the Board. I'll just go through them afterwards when we deal with them individually. 9.2, that's the amendment of 5.6 of the articles concerning the date of holding the AGM; 9.3 is amendment of Article 6 of the Articles of Association, concerning the voting on the company's remuneration report as an item on the agenda; and 9.4 is the approval of the remuneration policy. Let's take them one by one. 9.1, is -- yes, like a point of order, really. It's just -- the thing is that there have been provisions previously concerning in 3.B of the articles concerning warrants to employees of the company. These authorizations have expired and are no longer relevant, so they can be deleted. So exhibits a to n to the Articles are also deleted. Are there any comments concerning that? If not, it has been duly adopted. Now that brings us to 9.1.2. And this is the authorization to the Board to issue new shares and convertible loans. And as the Chairman has already said, and as you have perhaps already noted, there were originally 3 proposals that were ranked among them, so that if one was adopted, the others will be deleted. But on the basis of the feedback that has received -- the proxies received. There was a clear majority supporting the first proposal and the first alternative proposal, but there was not enough backing to adopt those because it required 2/3 majority of the votes. So what is left is the least extensive proposal, if you like. So the Board asked for authorization to issue -- to increase the share capital above to DKK 256 million, that's 12,800,000 shares of DKK 20 each. In one or several capital extension -- share extensions, share increases until the 30th of April '25 or in if a -- in case with any earlier AGM held before '25. But the important thing here, and this is with a preemptive right for existing shareholders. This one. So I don't need to take you through the details because we have the authorization in the articles today. So I don't have to repeat that. So in 3.B, you will say that until the 30th of April '25, or if there is an earlier annual meeting, then in '25, you can raise loans in forms of bonds that can be converted to shares. So they're all convertible loans up to a maximum via this kind of -- type of instrument, up to DKK 128 million. That is 6,400,000 shares of a nominal value of DKK 20 each. So let me just move on here. The additional thing there is concerning convertible loans here correspond to point is already in the Articles, so I don't need to go through those in any further detail. And then we have 3.C. That's where you aggregate the 2 authorizations. So that in 3.A.1, 3.B.1, those authorizations shares with preemptive right and the convertible loans, those 2 combined could be utilized to increase the share capital by a total maximum nominal amount of DKK 256 million. So that's the aggregation of those 2. Any comments concerning that proposal? That is not the case. On the basis of the incoming proxies and so on and so forth, I ascertain hereby that this last remaining proposal here has been duly adopted. That brings us to the next item on our agenda, 9.2. 9.2 is a consequence of -- yes, what happened here when the AGM had to be postponed because it says very often -- what it has to say really that the Annual General Meeting must be held early enough to be adopted and to be received by the Danish business authority within the deadlines. But in NKT, it's set to 30th of April. So this year, it didn't work out. We couldn't do it by the 30th of April, and that is why it was doubt for whether the company could be allowed to postpone the AGM. A permission was received to do that. But to avoid, god forbid that we would ever be in a similar situation, but -- god forbid that, but it is proposed then to amend 5.6 to say that the AGM must be held early enough for the approved annual report to be received by the business authority before the expiry of the deadline in the Danish Companies Act, any financial statements act. Duly adopted. No problems there. Finally, 9.3, that too is mostly a point of order to this peak because the new rules in the company's act article 139a, b, and c. And public companies must hold an indicative vote on remuneration policies. We'll get back to that under point 4. But as a consequence of that, it suggested that under Item 5 on the future agenda for AGMs, it will be an item called presentation of an indicative vote on the remuneration policy. Any comments? If not, I take that item as adopted as well. Thank you. That leads us to the remuneration policy, which was mentioned briefly by the Chairman in his report. The present policy is maintained, but because of certain EU rules, which have now been implemented in the Danish Companies Act, section 139, more specific remuneration policies must be adopted for the Board and the executive management. And the company has been working on that, and they are now ready to propose a new policy, which was also sent out when this meeting was convened. And right now, in article 11.3 of the Articles of Association, there's a standard phrase saying that the company has adopted a remuneration policy, and that is no longer needed. So it will be deleted. Any questions, any comments to this proposal for remuneration policy? That is not the case. So I take that proposal as adopted as well. Now we arrive at Item 10, any other business. We cannot adopt anything under Item 10, but I'd like to know if anybody in the room -- I'm looking at the entire crowd, would anybody like to put a question? The interpreters have no questions, no comments. That's very reassuring. Okay. That was quite efficient. Now my part, I'd like to thank everybody for being so cooperative and peaceful and orderly, and I'll give the floor back to the Chairman.
Jens Olsen
executiveThank you, Christian. So dear shareholders, thank you for your time. Thank you for your interest and your participation in this. In many respects, a typical general meeting. And well, I looked around the room, and I think this is the smallest room in which we have ever had a general meeting. We have 3 groups here. We have interpreters, technicians, one group, and we have participants, that's group 2. And we have the management team and myself and the Chairman of the meeting up here, so group 3. Well, then technicians and interpreters largely outnumber everybody else. And if we look at the number of participants, several of the auditors make up half the participants in the room. And so the management, the Board and the Chairman of the meeting more or less match the number of participants. So having said that, thank you very much for your participation. Thank you for your interest in the company, and I'd like to say thank you to both management teams for Photonics and the rest of the business. And thank you very much to all employees, to all our partners, all our customers for cooperating so well with us, and thank you to our auditors. Thank you to Christian Lundgren, thank you to the interpreters, to the technicians, and to the largest group, the employees, the greatest thank you to you. And thank you for making sure that this meeting went so well. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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