Novozymes A/S (NSISB) Earnings Call Transcript & Summary

It now 4:00, and we're about to embark on the shareholders' meeting. Welcome, dear shareholders. Welcome to our Annual Shareholders Meeting 2023. We are pleased to welcome you all to Ballerup Super Arena, and we look forward to spending the afternoon with you. I also hope once the meeting is over, that you'll join us for some refreshments. Personally, I look very much forward to presenting the great work and progress we've made in 2022 on our path to finding biological answers for better lives in a growing world. I also look forward to presenting where Novozymes is heading in the coming years and how we plan to increase our positive impact towards a healthier planet, all while creating strong, sustainable growth and attractive returns to our shareholders. This naturally includes our recently announced plans to combine with Chr. Hansen to create a leading and truly global biotechnology power center, what we call a biotech powerhouse. I'll come back to this later. My name is Jorgen Buhl Rasmussen. I am Chair of the Board of Directors of Novozymes and the other members of the Board are Kirsten, who is the Vice Chair; Heine Dalsgaard, Sharon James, Kasim Kutay, Kim Stratton and Morten Sommer. And here, you have them on the screen, the 7 members elected by the shareholders. As many of you probably know already, I've decided not to seek reelection as Chair of the Board of Directors. Over the 12 years I've served on the Board. Novozymes has been on a very exciting journey. And I think it's fair to say that today, the company stands on a foundation that is more solid than ever before. After following the company closely on this journey, including the recently announced plans to combine Novozymes and Chr. Hansen, I now wish to hand over the role as Chair. After 12 years on the Board, it's also a decision that follows the Danish guidelines for good corporate governance. So to replace me, the Board of Directors is pleased to propose the election of Cees de Jong as new Chair of the Board. Cees has served as a member of the Board since 2020, and he has comprehensive knowledge of Novozymes. With more than 20 years of leadership experience in biotech, food and food ingredients, including 5 years as CEO of Chr. Hansen. Cees brings wide-ranging knowledge of our industry and a strong business acumen. I'm confident that he is the right person to lead Novozymes continued growth journey. To replace Cees's Vice Chair, the Board of Directors proposes Kim Stratton. Kim is CEO of Centogene and has a broad global commercial experience in emerging markets, innovation pipeline management and external affairs. Kim has been a member of the Board since 2017 and serves also as a member of the Nomination and Remuneration Committee and the Innovation Committee of Novozymes. We will get back to the election of members to the Board a bit later. And then we have our employee representatives. They were elected on the 2nd of February 2021 for a term of 4 years. Anne Breum, who is a lab technician, Anders Hentze Knudsen, who is senior operator; Preben Nielsen, Science Manager; and Jens Øbro, Senior Professional. You see them now on the screen behind us. And here, we have the full Board of Directors. The registered members of the executive leadership team of Novozymes are Ester Baiget, President and CEO; and Lars Green, CFO. Ester will come back later and talk a bit about what we have been doing in 2022. The other Executive Vice Presidents that complete our executive leadership team are: Amy Byrick, EVP, Strategy and Business Transformation; Tina Sejersgård Fanø, EVP, Agriculture and Industrial Biosolutions; Claus Crone Fuglsang, EVP, R&D; Anders Lund, EVP, Consumer Biosolutions; Graziela Malucelli, EVP, Operations, Supply and Quality; and Morten Enggaard, EVP, People, Sustainability and brand. Novozymes auditors are PwC. Pursuant to Article 81 of our Articles of Association, the Board of Directors has once again appointed Niels Kornerup, Attorney at law; as Chair of the Annual Shareholders Meeting, and I will now hand over to him.

As usual, my first task is to ensure that we have a meeting that is lawful and has legal competency. Pursuant to Article 75, notice convening the meeting shall be published on the company's website by no more than 5 weeks and no less than 3 weeks notice, and this was done on the 3rd of February this year. Agenda for proposals, Novozymes report, the audited annual report and other statutory documents and information has been made available to shareholders on the company's website also since the 3rd of February this year. And against this backdrop, I find that this Annual Shareholders Meeting has been lawfully convened in accordance with the company's Articles of Association. And therefore, the meeting is legally competent to transact the items and the business included on the agenda. The entire meeting will this year, again, be broadcasted live via webcast on the website, so it's possible to view or revisit the shareholders' meeting at a later date on the website. I can inform you that just before the meeting, it was found that upwards of 90% of the votes are represented at the meeting after deduction of treasury shares. And just over 70% of the share capital is represented at the meeting, also after deduction of treasury shares. The Board of Directors has received proxies and postal votes corresponding to approximately 93% of the votes represented. And the -- this number of votes support all the proposals put forward in the agenda from the Board. But we will give you the final figures in the minutes. Adoption of Items 10a and 10d, that has to do with authorization concerning capital increases require at least 2/3 of the total number of votes in the company to be represented at the meeting. And this is the case because we have much more than 2/3 of the number of votes present at the meeting. Also, the rule is that at least 2/3 of both the votes cast and the share capital carrying voting rights represented at the meeting must be in favor of the proposals. You can see these provisions in Article 9.2 of the Articles of Association, if you wish to check. Other approvals, adoptions and elections will require a simple majority to be carried. At previous annual shareholders' meetings, I have referred to the provision in Section 101 of the Danish Companies Act. More specifically, it's Paragraph 5. This requires a full account of the voting to be provided for each resolution at the meeting unless that it is decided to waive this obligation. I suggest that we follow the procedure we've followed in previous years, so that we do not make a statement for each point to avoid a situation where the votes need to be registered for each [and every] item. I hope that you can confirm that we will proceed as in previous years. Thank you very much. In practical terms, I would ask shareholders who wish to take the floor on various agenda items to make themselves known to me. You can do this by handing me your access card. You may have a printed version or you may have it on your mobile phone. We have a couple of chairs up here. So please approach the podium well in time before you are to be given the floor so that we can have a good and smooth process for the speeches. Now these were the introductory words. Let's have a look at the agenda. It is unchanged from the version sent out. Here it is. Item 1, the Board of Directors report; two, presentation and approval of the audited annual report 2022; three, resolution on the distribution of profit in accordance with the approved annual report. Four, presentation and approval of the remuneration report for 2022; five, approval of remuneration of the Board of Directors for the present year, six, election of Chair; seven, election of Vice Chair; eight, election of other Board members; and 9 election of auditor. Then we have Item 10, proposals from the Board of Directors. This year, we have 6 of those, a to f. a is renewal of authorization to the Board of Directors to implement capital increases; b, renewal of authorization to acquire treasury shares; c, authorization to the Board for distribution of extraordinary dividends; d, indemnification of Board members and executive management; e, amendment to the remuneration policy; and f, authorization to meeting to the Chair of the meeting. And then we have any other business. As per usual, at the meetings of this kind in Novozymes, we will deal with items 1 to 4 together. And we will also have a joint debate. So let us now hear from the Chair of the Board, Jorgen Buhl Rasmussen, who will appear in this capacity for the last time. And we -- he will be followed by Ester Baiget, who will report on the financial results for 2022 and the outlook for this year, and then the Chair will be back to review remuneration and corporate governance conditions.

It sounds so brutal when you hear us the last time, but that's the way it is. So I hope I'll be able to speak to you outside the general meeting. 2022 was a year of intensified global challenges in many parts of the world, we're still impacted by the COVID-19 pandemic. But the horrible War in Ukraine, global energy and food crisis. Global trade was impacted by rising inflation and continued supply chain disruptions. Novozymes has excelled in navigating these challenges, demonstrating our adaptability showing the world how biotech can contribute to a healthy and more resilient world. Throughout 2022, we delivered very strong financial and nonfinancial results. We finished in the high end of our full year guidance. That was actually increased throughout the year. We delivered 9% organic growth for the year and strong earnings with an EBIT margin of 26.4% before special items, which include costs related to the proposed combination with Chr. Hansen. And actually, we reached 11 of our 12 nonfinancial targets for '22. We launched a total of 26 new solutions and in line with our strategic direction. We took important steps to integrate the recent acquisitions in Human Health. This is a rapidly changing world. We have accelerating climate change, growing populations and mounting pressure on natural resources. And here, biotech-based solutions play a crucial role in bridging planetary and societal needs with the needs of customers and consumers worldwide. Solutions that allow industries to produce more with using -- while using fewer resources, limit global dependence on fossil energy and reduction of CO2 emissions, while improving customer health, all these things have become more important than ever before. Our solutions give us a central role in building a better future for the world. Last year, in the transport sector alone, our solutions helped save 65 million tonnes of CO2 by enabling the production of low-carbon fuels. This actually corresponds to taking 27 million cars off the road. To put this into context, there are currently less than 20 million electric cars on the road on the road globally. If our solutions were applied to all U.S. corn fields and all of U.S. chicken production combined, they would save more than 87 million tons of CO2. This is actually twice as much as Denmark's annual CO2 emissions. Just think, just imagine if you can make plastics recyclable or even combustible. Through our collaboration with Carbios, our enzymes can enable recycling of 50,000 tonnes of PET plastic waste per year. There's actually 2 billion PET bottles. These are real innovations applied on an industrial scale with significant environmental benefits. It is clear that the world needs power technology, and this need will only grow going forward. In 2021, we launched our strategy, unlocking growth powered by biotic recorded. It is rooted in our unique ability to use biotechnology to address some of the world's biggest challenges, while unlocking sustainable growth for our company, customers, investors and the world. Now 1 year after we launched our strategy, it is even more relevant than ever before. Across societies, the need for biological solutions, what we call biosolutions, has never been greater. -- and our customers are increasingly looking for ways to use produce more efficiently, reduce carbon emissions and develop better and healthier products to meet consumer needs. Our strategy includes 3 commitments to a healthier planet and they will drive our growth to accelerate towards a climate-neutral society to transform global food systems and to enable healthier lives for people. In 2022, 76% of our revenue was generated from products that support net 0 by lowering CO2 emissions, waste and the use of fossil-based resources. 34% of our revenue came from products that the global food production systems produce more food with less resources while improving the nutritional value and the quality. Our revenue came for solutions that enable better health for people around the world across more than 30 industries and more than 140 countries are enzymes, microbes and proteins help industries every day reduce the use of energy, chemicals, water and raw materials while also driving down CO2 emissions. So they support the shift from fossil-based fertilizers and pesticides to biological agricultural solutions that improve plant health and resilience and reduce the climate footprint. They enable healthy and more sustainable food products with plant-based proteins, and they improve the health of people all over the world. Our strategy gives us a strong foundation and Novozymes had a great year in '22. This was largely thanks to the successful implementation of our strategy by the executive leadership team and our dedicated employees. In line with our strategy, we continue to look for ways to grow our business, focusing on where we can make the biggest impact for Novozymes for the world and for our shareholders. In '22, we made additional investments to ensure future growth, and we took significant steps to build on the foundation we have laid over the past years. We made significant progress in construction of our production facility in Blair in the U.S. that's really go as well. $2 billion is the price for this production facility is expected to be ready for operation at the end of '23, allowing us to tap into the global need for healthy and more sustainable sources of protein. We've also expanded our presence in emerging markets. For instance, we opened a new pasta test facility at our Technology and Innovation Center in Turkey, so as to extend our offering to customers across the Middle East. In 2022, we also further enhanced our collaboration with customers. We offered innovative digital tools and invested in co-creation to optimize their products and production processes. With our upcoming customer cocreation centers, we'll be even better equipped to partner with customers from idea to finished product. We also explore the opportunities to grow through mergers and acquisitions. In recent years, we've made several successful acquisitions to expand our portfolio of probiotic and microbiome solutions while enhancing automatical capabilities in biohealth. In '22, we continued our work to integrate these acquisitions into Novozymes, thereby consolidating our capabilities and innovation power. Ester will provide more details on this later on. To accelerate our growth journey, we recently announced our plans to combine with Chr. Hansen to create a world-leading biosolutions partner to our customers. The combination of these 2 highly complementary companies will unleash significant synergies and allow us to accelerate growth from the existing business and to develop new innovations that will create significant value for our company, customers, investors and for the world in which we live. More about this later. As a global leader, Novozymes takes responsibility. We want to drive positive change across our supply chain. We live up to this by setting ambitious goals, working closely with our stakeholders to minimize our total environmental footprint. In '22, Novozymes made noteworthy progress on our path to reaching net 0 by 2050. We were one of the first companies in the world to have our long-term net zero target for the full supply chain validated by the so-called science-based target initiative. This is the leading institution for validating companies, emission reduction targets. And their validation reaffirms that sustainability is indeed part of our DNA, and it is central to how we operate our business. llNo individual organization can ensure a sustainable planet. That's why we remain committed to partnering with governments, companies, civil societies to demonstrate how biosolutions can speed up the transition to a green future. At the World Economic Forum in Davos, we discussed with heads of state business leaders and policymakers about how bio solutions can pave the way for a green economy and low-carbon jobs. At the UN General Assembly in New York and at COP27 in Egypt, we addressed the UN Secretary General, Global Media and opinion leaders from across the world. We shared how biotech can enable a net zero future. We'll continue this important work going forward to ensure that we leave a healthy, viable planet for generations to come as the challenges to our planet continue to grow. Industries, societies and consumers are increasingly looking for answers that allow growing populations to thrive while respecting the boundaries of our planet's limited resources. Biotech can connect these global needs with customer consumer demand. There is no other technology that holds the potential to transform so many industries, offering sustainable, efficient ways to produce and consume. In December, we announced that Novozymes Chr. Hansen have entered into an agreement to create a leading global biosolutions partner through a combination of the 2 companies. We have a shared purpose. We both want to find biological alliances to create better lives. So after the combination, the company will leverage the innovation muscle, production strength and commercial capabilities of 2 high-performing companies to develop tomorrow's bio solutions. This will significantly elevate our role as a growth partner to customers, value created to shareholders, and a company that has a substantial positive impact on the planet. We are very excited about the potential of this combination and the opportunities it will bring to our employees, our customers and the world. If this is voted through and we have the relevant approvals from authorities, this will be a historic combination in Denmark, and it will represent a major leap forward, not just for Novozymes and Chr. Hansen, but for the whole biotechnology industry for customers and societies that urgently need biosolutions. We're going to invite you all to an extraordinary general meeting quite soon. Here, we will present the proposal to combine Novozymes and Chr. Hansen Holding AS, and you'll have the opportunity to discuss and to vote on this proposed transaction. We look forward to discussing this with you and ask you to reserve questions relating to the combination for that subsequent event. A crucial task for Novozymes is to identify and prioritize among the vast number of opportunities that exists for Biosolutions company like ours. We continuously invest to secure our long-term focus while delivering short term. With our strong business performance in '22 and the significant opportunities we have established, we have shown to our demonstrate to our shareholders that Novozymes is on the right track, delivering on the short term and investing for the long term. This is how we can best generate value for our shareholders and this is also the way we can best contribute to the world that really needs our knowledge in our products. Novozyme upheld its commitment to give a sustainable, a stable return to shareholders through dividend payments and stock buybacks in '21. We paid out DKK 1.5 billion in dividends, and we bought back shares worth of another DKK 1.5 billion. In '22, the company bought back shares worth DKK 0.5 billion. And today, we are proposing a dividend payment of DKK 1.66 billion is DKK 6 per share for the '22 financial year. This is 9% higher or DKK 0.50 more per share compared to 21% corresponds to a payout ratio of around 45% of the net profit generated. So this is in line with our policy of a payout ratio of around 50%. This is also in line with the capital structure policy of keeping the net interest-bearing debt and EBITDA ratio between the 2. That ratio should be around 1%, and we want to return all free cash flow to shareholders. At the end of '22, Novozymes market capitalization was DKK 98.9 billion. This was a decrease compared to the end of '21. Equity markets around the world have experienced one of the worst years for many decades. This goes across most geographic stock markets and indexes. And it is especially true for so-called growth stocks, which is also what Novozymes is. As we pointed out at last year's Annual Shareholders' Meeting, our shareholder returns were up by a remarkable 55%. And the markets we're experiencing and continue to experience high volatility. As mentioned, the equity markets have been contracting significantly in '22. There isn't much we can do to mitigate these macro markets and equity market rationale. What we can do, what we are doing is to ensure that Novozyme continues to deliver on the strategy and this target. Clearly, we have achieved that in '22. As mentioned, '22 was a year of significant uncertainty, perhaps even more so than any other years in the Novozymes was established. In spite of this uncertainty, Novozymes has excelled at seeing our opportunities and leveraging for the benefit of our customers and the world. We could not have done that with this without our dedicated employees in challenging times. They've showed incredible commitment, adaptability and care for each other. They worked hard to ensure that we not only deliver to customers, but also formed even closer customer relationships that we brought new innovations to market and kept our operations running smoothly, and we've delivered strong growth, and they've certainly also helped safeguard our planet. On behalf of the Board of Directors, I extend 6 Acan sincere thanks to all employees and the executive leadership team for your enduring passion, commitment and great contribution to our company. Novozymes is guided by a strong purpose to create a better lives. So it's difficult. It is difficult to find a better driver for our success. Novozymes will continue to invest in innovation and new ventures and people and partners and communities to ensure that we every day live up to our purpose. Our strategy, unlocking growth by biotech has set the course for a bright future. Building on the great momentum for '22, Novozymes will continue to use the power of biotech to unlock growth for our customers, for our shareholders, for our company, while meeting the world's urgent needs. This one has only just begun, and the proposed combination with Chr. Hansen is another very significant step in the right direction. Thank you. And now I'd like to give the floor to Ester, our CEO, who will take us through the performance in '22 and share insights into our expectations about the future. Over to you Ester.

Thank you, Jorgen, and thank you all for joining us today. It's a pleasure to present our 2022 results with you and share also our plans for the year. In 2022, nations, companies, societies, we all had to navigate to increase volatility through economic uncertainty and an accelerated climate change that impacted the people worldwide. And even in these unpredictable conditions, Novozymes stands on a solid foundation. The world meets our solutions. It meets our solutions more than ever, and we have delivered excellent results by leveraging our growth portfolio, our unique capabilities and our strong market presence. In 2022, we delivered an organic sales growth of 9%, the highest in more than a decade. Our growth was led by emerging and developed markets, both delivering 9% growth. Our EBIT margin was a solid 26.4% before special items. Net profit increased 17%, and we saw a free cash flow of DKK 1.1 billion before the acquisitions. Finally, our atonal invested capital, including goodwill, landed at 17.9% before special items, which is slightly lower than 2021, mainly due to the increase in investment capital, such as acquisitions and growth investments. I am very satisfied that we delivered double-digit growth in 3 of our 5 business areas. Bioenergy delivered very strong growth across regions and solutions. We saw -- and bioenergy growth, we saw very strong performance in grain and tech processing and food and beverages and human health and agricultural and Animal Health & Nutrition delivered a solid performance. Household Care, which was the business not impacted by the tragic war in Ukraine performed well in line with expectations. Innovation continues to play a key role in our strong performance with over 30% of our sales coming from solutions that they will launch in less than 5 years. We launched this year in 2022, a total of 26 innovative solutions that help to drive the cure, but for sure, the future growth. Our performance over the past year shows that we are delivering another step, another dot on the implementation of our strategy and a strategy that moves us from being mainly an enzyme provider to being a fully biotech powerhouse, a biotech powerhouse that provides the solution, the answers to the needs most urgent issues. And that is regarding on what is the answer, regarding the answer of the need is an enzyme on microbes or protein. Strategy that allows us to respond to the market developments with greater agility and to look beyond the technologies to better deliver on our customer needs. All of this while unlocking sustainable growth for Novozymes for our customers, for our investors and to the world. Our recently announced plans to combine Novozymes and Chr. Hansen is a meaningful step, a very meaningful step in the implementation of our strategy, a step that will give us an even stronger connection to connect, to connect the needs of the society to connect the needs of the planet with the needs of our customers and our consumers worldwide. I'm guided by our strategy, guided by our strategy, we are in a growth journey that Novozymes has not seen in many years. In 2022, we made an important prioritization and investments to evolve our core business to expand in biohealth and Human Nutrition and explore new long-term opportunities. In our core business, we launched new wire solutions that apply the value of our [indiscernible] across a broad range of applications. For example, in bioenergy, we launched Yeast, that together with our enzymes, they enable our customers to maximize ethanol yields to drive value creation and to support the shift to more sustainable energy sources. In Household Care, we launched enzymes that replace chemicals in soap bars, enabling more sustainable washing, improved washing performance even when stored over longer periods of time. Through the DSM and Novozymes Alliance with Animal & Nutrition, we launched a fightre solution to help poultry producers to achieve more sustainable production. We also extended our global reach significantly by growing our presence locally. In emerging markets, we deliver biosolutions that meet the regional needs, and we invested in capabilities to secure our long -- the growth at the long term. In addition to the center that our technology innovation center in Turkey that Jorgen mentioned, we opened the world's first enzymatic degumming center in Brazil. That center will help customers in the oil processing industry to gain better yields. Our solutions alleviate rising raw material costs, increase efficiency and reduce the need of chemicals. In biohealth and in Human Nutrition, we made important progress in the integration of the resin acquisitions. We stabled a closure connection between our human health businesses and our functional foods unit and developing solutions that provide health and provide functionalization in food. In China, we started cross-selling dietary supplements for the growing market on functional beverages. Further, we expanded the reach of our biosolutions for digestive oral and cognitive health. For instance, with a new solution that uses enzymes to clean teeth and while maintaining the oral health. During the year, we also continued to explore early stage opportunities for future growth. Our efforts to develop biological alternatives for nitration and phosphate fertilizers, they did materialize. And we launched our first phosphate replacement together with our collaboration and partnership with Anuvia. We advanced our collaboration with Saipem to use enzyme for capture CO2 for carbon capture. Saipem's plant in Canada has proven the capabilities of this technology already at commercial scale. With biological PET recycling, we deliver commercial scale enzymes to Carbios and will supply enzymes to the full PET recycling plant that Carbios intends to build in France. Among all of that, in 2022, we also took important steps to become an even stronger partner to our customers while creating value for them and for Novozymes. For instance, we invested in new competencies and prototype equipment to create new solutions together with our food and health customers. Our digital tool capabilities for the third and formulations shows our customers how they can optimize and at the same time, how they can develop detergents that they save on raw material costs without compromising on performance. We also continued very firmly the pricing dialogues with our customers to ensure we capture our fair share of value from our biosolutions. The positive results of these conversations, they are already materializing, and we expect even more this impact to further increase in 2023. We have set the same for a longer period of success and our progress over the past year has shown that we are well on our way. Our growth will come from solutions that support a net zero society on solutions that support better food systems and healthier lives. Already in 2022, more than 90% of our revenue come from support -- come from solutions that support one or more of these commitments, and we invested 11% of our revenue in intervention to continue to develop the bio solutions of today and of tomorrow. We are committed to growth. And we embrace our responsibility as a global leader to drive sustainable change. We constantly challenge ourselves on how to do better. We're better proud, we're very proud, but we constantly challenge on how we can do more, how can we do better. And through 2022, we continue to foster a diverse and inclusive organization. We reached 43% women across all professionals, and we are on track to achieve gender balance by 2030. We also remain committed to our net zero future through our solutions and through our own operations. Even within growing volumes, we reduced our CO2 emissions from our operations 63% from a 2018 baseline, 63% even growing our volumes and the solutions produce. We have 82% of the electricity we use that's coming from renewable sources. We are proud that our climate leadership was recognized with an A score by the global and Renault CDP, the Carbon Disclosure Project, and that we are among one of the very first companies in the world to have the net zero target for Scope 1, 2 and 3, validated by the SBTI, the science-based target initiative. Looking beyond our walls, we engaged with many stakeholders to demonstrate how biosolutions can support to shift from a sustainable to a more sustainable economy and what is needed to realize the shift to move ahead faster and bolder. We have engaged with heads of state with industry peers and with important organizations such as the UN Global Compact, the World Economic Forum and Business Fights Poverty. Our strong financials and the nonfinancial results are possible only thanks to our employees. Every day, our colleagues, they go to work to create better lives in a growing world and they do so with dedication with professionalism with optimism. And this was evident. This is probably the thing that we are most proud in our 2022 employee survey, Zymer Spirit Index , where we scored 83, placing 83%, placing Nomozymes among one of the 10% highest core coring companies in the market benchmark. I want to thank all Zymers for that unwavering commitment for their continuous efforts to involve to support and to take care of each other to make Novozymes a great company that we are. And now let's look a little bit ahead. Let's look to 2023. As we started and as we said in our fourth quarter earnings announcement, we expect a soft start of the year, especially in food and beverages, especially in human health and in Household Care. For last year, we saw the positive impact from a timing of sales in food and beverages and human health. And additionally, last year, the first quarter sales in Household Care included sales to Russia and Ukraine before the start of the tragic war in Ukraine. For the full year, we're confident that we will increase sales organically by 4% to 7% and delivered an EBIT margin of 25% to 26% before special items. We have come a long way with the implementation of our strategy, and we are on a good path towards reaching our 2025 financial targets of a compound annual growth rate of 5% or higher, an EBIT margin of 26% or higher and a ROIC of 20% or higher. To ensure a healthy workplace with a strong culture of engagement and innovation, we continue to invest in our people and to foster an atmosphere where people can be themselves inspire each other and thrive. This will continue to be the pillar, the fundamental pillar, the foundation of our success. Very few companies can match the reach and impact of our biosolutions and this potential, this gives us the right to dream, to ripe to be ambitious. There is a bio solution for almost every problem that the world is facing. And we continue to push. We continue to drive. We continue to innovate to seek for tomorrow's biosolutions and to deliver the answers to those global challenges. I am very proud. I am very proud of what we achieved in 2022, but I'm even more excited about the future ahead of us. Our strategy has given a clear direction of how to grow, how to strengthen our position as a leading biotech powerhouse. As Jorgen mentioned, we recently took a significant step on this journey when we announced our plans to combine with Chr. Hansen to create a global biosolutions leader. This combination is the answer and response to all the areas of our strategy. Like Chr. Hansen, Novozymes, as like Novozymes, Chr. Hansen is a company driven by a powerful purpose to create a better world through biotechnology. We are confident that the new company will create significant growth while increasing our positive impact on the world. The list of opportunities is long and prioritization and prioritization will continue to be a key parameter in newco. The current addressable market for biological solutions is around EUR 15 billion, and it's expected to triple by 2040. This combination, the combination of Novozymes and Chr. Hansen will give us a unique position to accelerate the growth, a unique position to develop to provide the solutions of today but also to deliver the answers of tomorrow through our combined scale up capabilities through our joint unmatch innovation capabilities through amazing application masses and the collective portfolio, ranging from enzymes from microbes, from HMO from proteins with this new company will be able to create new value-added solutions. But this will improve our capability to address the new market trends and accelerate the long-term growth. Let me give you a couple of examples. We'll be able to develop food and beverage solutions with enhanced functionality, such as higher health, such as nutritional value, such as health stage texture, safety, plant-based solutions. Our combined portfolio and capabilities will make us even better equipped to provide the answers of the future needs, from chemical replacements such as biological fertilizers to most -- that lead to more sustainable agricultural, the solutions that enable carbon capture, but also that carbon utilization. We expect EUR 200 million in revenue synergies over the first 4 years and close to cost synergies of EUR 80 million to EUR 90 million over the first 3 years after close. eooxAnd we will realize considerable short-term synergies by leveraging the diversified channels of each company and cross-fertilizing our solutions. For instance, by selling Chr. Hansen cultures and solutions through Novozymes B2C health care propitional channel by selling Novozyme solutions portfo solutions to Chr. Hansen B2B network. We'll also be able to cross-sell complemented solutions like probiotics, microbes and enzymes in segments such as animal health, such plant health, such beverage. In bioprotection and food preservation, we will be able to expand Chr. Hansen solutions that today they focus in dairy and deliver bioprotection solutions to other segments such as making -- and meet customers that Novozymes is existing and present today. By combining our joint strength, the new company will be both faster, more agile. We will be able to respond even better, even more rapidly to the market developments. And with our share market presence, customer access and application power, we will accelerate our co-creation capabilities and make us an unparalleled partner to our customers, equally important, more important, for sure, very important we will have uniquely skilled people and vigorous cultures that supplement each other. The new company will be the home to 10,000 of the industry brightest months who will benefit from a strong inclusive culture and less global opportunities and high ambitions to solve the biggest challenges of our time. In summary, this combination would significantly strengthen our ability to create growth for our business, for our customers, generate value for our shareholders and develop our employees while bringing a positive change even a more positive change to the world. If bought is through, we expect to close the deal and make this amazing company a reality by the end of 2023 or the beginning of 2024. I look forward to sharing more and answering your questions about this at the upcoming extraordinary shareholders meeting. And for now, I would like to thank our shareholders for continuing to see and believe in our potential. We have such a promising future ahead of us, and I look forward of our continued journey together. But before I pass my word, I would like to take a moment to extend my gratitude to you, Jorgen. I would like to thank you for our collaboration. I would like to thank you for our collaboration over the last 3 years. Thank you, Jorgen I could thank you for many things. And maybe I would like to thank you for the trust you showed on me. The trust you share when you hire me, when you hire a woman as the first woman CEO of Novozymes, the first on Danish CEO of Novozymes. And specially, I would like to thank you by how we've been working together. From day 1, you have created an atmosphere of trust an atmosphere of candor and atmosphere of inclusiveness. But not only have felt it has cascaded across the whole organization. You have brought all of us, the best of all of us, and you have triggered environment that has enabled us to achieve these remarkable results. You are an excellent Chairman, Jorgen. You are a trusted partner and an outstanding human being. And it has a privilege -- it has been a privilege to work with you. It has been a privilege to work for you.

So thank you very much for these wonderful words, very kind words. I mean, I feel the same. It's really been excellent to cooperate with you. It's been challenging. It's been exciting. It's been productive. And at the same time, it has been a really good experience because you too are a fantastic human being, right. Let me be more specific. Remuneration for the Board of Directors and the executive leadership team. So what we call corporate governance. The remuneration of the executive management is set by the Board of Directors within the limits of the remuneration policy approved by the Annual Shareholders' Meeting. Novozymes' remuneration policy for the executive management is designed to attract and retain qualified members of the executive management and to provide a simple performance-based remuneration package that supports sustainable value creation to our shareholders. The components are structured to strongly align the interests of executives and shareholders with focus on delivering on Novozymes' key strategic objectives. Executives receive a fixed remuneration consisting of a base salary, pension and other benefits. In addition, a significant proportion of their remuneration package is based on performance-related pay through short- and long-term incentives. Most of the variable remuneration is weighted towards long-term value creation. This is in line with Novozymes strategic focus and it mirrors the long-term nature of Novozymes investments in the business. In the targets for the short-term incentive program was split into the financial performance of the company, 60%. Sales were 40% and EBIT was 20% weight and targets from the individual executives were at 40% weight. The strong performance of Novozymes is reflected in the payout ratio of the short-term incentive program for the executive management in '22. The organic growth was much higher. So the payout ratio was 100%. The EBIT margin in '22 met the target and resulted in a payout ratio of 65%. The payout ratio for the individual members of the executive management varies, but every one of them delivered strong results within the areas. The long-term incentive program covering the performance from '20 to '22 has been finally allocated at the year at the end of '22. The Board of Directors previously recognized that 2020 was a challenging year due to the impact from the COVID-19 pandemic. We adjusted the targets and reduced Max allocations. With this adjustment, the MAX potential allocation of 73% of the original was 73% of the original 100% maximum. The allocation of 69% is now being awarded, reflecting a very strong performance in '21, '22. You're going to hear more about that in the Novozymes' remuneration report 22. In accordance with the remuneration policy, a new long-term incentive program has been established for the executive management with the performance period covering the period '23 to '25. Since 2020, the Board of Directors has issued annual long-term incentive program grants with overlapping 3-year performance periods. This allows the Board of Directors to reassess targets for each annual grant cycle to ensure the targets are sufficiently demanding incentivizing and aligned with the strategy. The new long-term incentive program for the executive leadership team covering the performance period from 23 to 25 consists of 50% shares and 50% share options. The long-term incentive program reflects a 40% weight on organic sales growth. Our EBIT is 20% weighted. Return on invested capital is 20% weighed. And nonfinancial targets, ensuring sustainability also account for 20% weight. The targets are aligned with the updated strategy and business success criteria for the period '23 to '25. The annual long-term incentive program cannot exceed 19 months base salary, which is the value-add conditional brand. In addition, the program includes a maximum value clause, allowing the Board of Directors to limit the total allocation of stock options and stock if the intrinsic value exceeds twice the annual conditional grant. The Board of Directors for the Board -- I mean the remuneration of the Board of Directors was DKK 10.2 million in '22 compared with DKK 9.8 million in '21. There was an increase in the fixed base remuneration fee of 2.5%. The individual Board members fees and their shareholdings can be found in Novozymes' remuneration report for 22. The Board of Directors conducts an annual evaluation. And every 3 years, the evaluation is conducted by an external third party. In '21, that's Wisconsin. In '22, I conducted the evaluation as Chairman of the Board, I had an interview with each member of the Board and the executive leadership team. Once again, the evaluation revealed an overall good performance by the Board of Directors and good collaboration between the Board and the executive leadership team. The recommendations from the interviews included continuing the strong focus on the business area by on Health and Human Nutrition and ensuring a good balance between working in the Board committees and the full board and ensuring continued positive interaction interplay between sustainability, culture, business investments and prioritizations. We're laying down the management principles for Novozymes, the Board of Directors follows the Danish recommendations on good corporate governance. So therefore, part of the closure requirements applicable to companies listed on the NASDAQ Copenhagen Exchange. A detailed review of Novozymes position on each of these recommendations and the description of the internal controls and risk management system. Here, we can found that in the statutory report and corporate governance prepared pursuant to Section 107b of the Danish Financial Statements Act. Recommendations require companies to comply or explain any deviations. Novozymes followed 39 of the 40 recommendations. My decision not to seek reelection as Chairman is also in line with these recommendations. So I give the floor back to Niels Kornerup, our Chairman of the meeting.

[Interpreted] Thank you very much to Ester Baiget and Jorgen Buhl Rasmussen. That covers the verbal reports on the past year and the outlook for this year and the presentation of the audited annual report. As the Chairman said, in addition, the company has prepared a remuneration report for 2022 pursuant to Section 139b of the Danish Companies Act, the Board of Directors recommends that the report be adopted. I refer to the chairs review of the remuneration of the executive leadership team and of the Board of Directors and to the remuneration report, which has been available on the company's website since the 26th of January this year. Before I open the debate, I wish to point out that the annual report has been signed by the Board of Directors and executive leadership team and certified by the company's auditors without any qualifications or endorsements and the Board of Directors proposes the payment of a dividend for 2022 of DKK 6 per share of DKK 2, which means that the total payout and dividend will be DKK 1.660 million. It is proposed that the remaining profit of DKK 1.885 million (sic) [ 1.885 billion ] be taken to retained earnings. For the sake of good order, I note that we are obviously aware that the company's shareholders are very interested in the future combination of Novozymes and Chr. Hansen Holding A/S. As announced, and as also mentioned by both the Chair and Ester Baiget, it is the expectation that an extraordinary shareholders meeting will be convened in the course of the first part of 2023, at which the combination is to be approved by the shareholders' meeting. So this is the right forum for debate concerning the future combination. Not today's Annual Shareholders Meeting where hopefully, we can focus on the topics and areas that I touched upon by the topics on the agenda. I hope for your understanding. The debate is now open to shareholders. The first speaker is Jarn Schauby from the Association of Danish Shareholders. Welcome to you.

[Interpreted] Thank you for allowing me to say something. I represent the Danish Association of Shareholders. We are in association with 18,000 members. We try to sort of help small- and medium-sized investors to get through with their point of view. I'm not personally a shareholder in Novozymes, unfortunately, but I have monitored the company particularly the green aspect is very interesting. But I'd like to thank also the Board and management for a very detailed and very thorough annual report. As you can see I'm getting up there age wise, I'm not so good at finding things on the website. I have not been able to find the Danish version, but perhaps that's just my mistake of the annual report. But on behalf of the Association of Danish Shareholders, I'd like to thank Jørgen Buhl Rasmussen for an excellent chairmanship. We've had good years, and we will be missing you. It seems like Novozymes has had good growth in revenue. Looking at share prices and in our turbulent things have been, actually, you've done quite well. Just until the information about the combination with Chr. Hansen came out. I personally felt that -- I mean, the biggest of the 2 companies will always get a cut on the price of the share in a situation like that. That's what I think. So with what we've heard from Board of management here, I think we can sort of take that kind of easy shareholders. The association of shareholders has a couple of questions. The annual report has a very detailed review of the risks that Novozymes sees in the global world. So I'd like to ask maybe it will be management what are your -- who are your competitors? What are the risks you see in terms of competition? What's the market situation like? Maybe the picture looks nice in the world, but if you have good competitors, well, that might be something to consider. I'd also like to ask another question concerning the green transition. With the combination plans, I really have to address them. I'm going to be a bit polemic here. The Chairman and the Chairman of the meeting said, we're not going to talk about the combination today, but Ester actually spent 5 minutes talking about how good this is going to be. So I really don't know. So I'm going to ask the question. It'll be up to you to decide who will respond if you want to respond. Personally, I think it's a good idea to have this combination. I have been part of a number of mergers in my life. You've done an excellent review of what's going to happen in the period. But you have not described the risks involved, perhaps you could say something about that. The worst risk would be that there is no official approval of it. What are you going to do then, right? Because that also influences the price of the share. The next question is, I mean, we -- this is going to be a wonderful, very broad-spectered company. Ester, sorry to use your first name. But anyway, you presented here, right? I remember back in the 80s when the banks joined forces. They made mortgage credit institutes, leasing companies and so on. So is it going to be too much? Is it going to be too broad-spectered to this new company? That's what I'd like to hear from you. And the last bit comes a hatchet onto me. What about any future mergers? What's going to happen? Any other combinations in the pipeline? What do you think? The dividend, DKK 6 per share. We thought it could have been a bit higher, but we certainly support the targeted staff policy that you have. Shareholders maybe assist me, I do not know what the diversity index and Zymer Spirit Index, I don't know what these are. Perhaps they could be explained a bit more, I don't know. But I'd really like to thank you for an excellent presentation. It has been a pleasure on behalf of the Danish Association of Shareholders. I wish executives and staff and shareholders, all the best. Thank you.

[Interpreted] Thank you. And I think there were some specific questions. I think perhaps the Chairman will deal with them. I don't know. Let's see.

[Interpreted] Where are you? There you are. Thank you very much for your questions and also for your kind words concerning Novozymes. The questions that you put are questions that actually merit very comprehensive answers. We don't really have the time here, but I'd like to try to cover the essence of what we think in relation to what you were talking about. Let's have the first question first. The risks that we identify and our strength in relation to our peer group and the risks there are. First of all, I think it's important to point out all the risks that we find are important, mentioned in the annual report and also our considerations concerning how to mitigate the situation in relation to these risks. On a more general note, in Novozymes and in our line of industry growth is primarily driven by innovation and market administration. And that's why we do what we can to do well when we do things in Novozymes for many years. We have done a targeted effort in relation to innovation, and we invest about 12% of our revenue in R&D, and that's fairly high compared to our peers, and it shows our dedication towards innovation. And as I said, that's what will help you when you want growth and do something in the markets. But we are increasingly focusing on biosolutions. We're no longer merely into enzymes. We are talking yeast, probiotics, proteins and after the combination with Chr. Hansen, we will span an even wider range. So we are in a strong position with the gamut that we will be having together. Most of our competitors are active in the same areas. But as only part of the value chain, we feel that very often, we are very good at identifying a market opportunity, take it back to the lab, develop something, scale it to a higher level and then deliver competitive product and solution to the customer and to partners. And that's where we feel that we stand out from our competitors. And where we have a strong position compared to our most important peers. So focus on innovation, focus on the market, administration or management and trying to cover the whole value chain. I think I'll leave it at that. That's the first question you put. Then you had a question about the combination, the planned combination with Chr. Hansen. It's not as if we refuse to take questions at this meeting. We are willing to answer if you put questions. I just want to point out that there will be a meeting specifically on that topic. And since we will have a vote at that meeting, I think it's relevant to take the debate at that same meeting. But first of all, we are very much convinced that the combination and the proposed combination of these 2 companies will generate so many interesting opportunities. We will be creating a unique global biosolutions environment. We are pretty unique, both of us and very strong separately. It's not good combining a weak and a strong player, but we are 2 extremely strong players Danish DNA for both of us, we are not that dissimilar. And we have things that are so well matched and so complementary. We will first need the approval from the shareholders at the extraordinary meeting, then we will need to have a number of permits from competition authorities in different places all over the globe. And before we are ready to announce the deal, I wish to say that a lot of time was spent on assessing what will be the return? Where are the risks in relation to such a combination. We've spent lots of time talking about how to mitigate the risks inherent to such a process whether it has to do with competition itself for the markets, we will be active in people, employees, an in-depth evaluation of the risks contained in this. So we feel that we are extremely well prepared for the combination also in relation to tackling the risks involved. And Ester and management will agree with me here even though this is a project, 99% of the company is devoted to delivering what we need to deliver every single day to customers and partners. So I think that covered that question. And then there was a question from you concerning whether we will spend too widely in -- after the combination. Is that a risk? Can we handle it? Let me turn it around and say, we believe that it's going to be a strength that we had 2 portfolios, Chr. Hansen and ours, 2 sets of technology, 2 process -- sets of processes that are complementary. And once combined, we will emerge as an even stronger unit. We will be stronger and we will be in a much stronger position globally in relation to biosolutions. Also in relation to people, we will gain some new competencies, and we will have new systems that will help the 2 businesses. So we definitely think that this is not a disadvantage. We believe that it will be a success. And although we will be a global leader in biosolutions is not as if we are that huge compared to what we have out there, we are fairly small, actually, even after the combination. We discuss this a lot with management, prioritizations will be extremely important, but that's all really important to us. And then the last question, and you will not be surprised by my answer. We have a lot of our hands already. We're getting permission to go ahead with the transaction. So new acquisitions are not uppermost in our minds right now. And I wouldn't share it with you here and now, by the way, if we did have such plans.

[Interpreted] Thank you to the Chairman for his reply to the Danish Association of Shareholders. I have one more speaker. Mr. Bjorn Hansen has asked for the floor.

[Interpreted] Yes. So I'm Bjorn Hansen. And a few of us have been listening to Novozymes report year after year. I appreciate that. And this year, we'd like to thank both the Chairman and Ester even if she doesn't speak Danish, we are beginning to understand her, and that's fine. And she really speaks favorably about Chr. Hansen, and I fully agree. These 2 companies that will be combined that we are not allowed to talk about, but we'll do it anyway. The thing is that the know-how that those employees have, that's really a huge asset for all of Denmark, but certainly also for biotechnology and for enzymes. But when you look at Nordnet. What does Chr. Hansen deal in and it just says chemicals? Is there -- I don't know how you feel about chemicals, but chemicals, that's like back oil, isn't it, coming out of the ground or like an old car with terrible exhaust change that to benevolent bacteria and enzymes, please. It sounds much better, doesn't it? And you can apply to Brussels for more horizon funding if you use better words, don't call it chemicals. You need money for this big combination this big merger as it is. You have Novo Nordisk Holding, and I'm sure that they can manage without any input, but perhaps a bit of money from the Horizon programme in Brussels. What about employees? Are they going to suffer? No, I don't see that because you'll be selling much more than what you've shown us here today. 9% is nice, but 15% to 20%, that's better, isn't it? And it's going to be possible. If you cooperate, I'm sure of it. I have monitored closely a couple of the big companies here in Denmark, but also smaller ones. Two of the big ones that we all know Jørgen Buhl in particular, Carlsberg and Tuborg the 2 breweries, right? Carlsberg had Tuborg, Tuborg had Carlsberg. But as they saw that the results were coming, all of a sudden they were able to drink each others beer. That was a difficult one. It's got to do with mentality. It's got to do with culture. And some of it -- well, that was just terrible. People who would only drink half beer from Carlsberg. People would never drink anything else, but never mind about that. We've seen also Sealand and Maersk and A.P. Moller and how -- what they have done. So I'm suggesting Novozymes/Chr. Hansen, they can share offices in different parts of the world. So I would start with a small office. Unfortunately, I did not go there when I was at the world exhibition in Dubai. But I know a guy who was there, and he said that Chr. Hansen was there. And I asked him what are they doing there? He didn't really know, but there were problems in the Middle East some years ago. So the thing of it was that through dairy companies. So at the end of the day, the enzymes came from Chr. Hansen for cheese from the dairies. Now, so Dubai who is the bus down there. If you want to sell more down there, I know Danes and other people in managerial positions who could take over in the Emirates because they grow a lot every year. So they're not talking about 5% growth. They asked me at 5% per month. No, no, no. But is the housing market down there, figures are calculated every week. 6%, 8%, 10% growth is only 2 months hold. There was the World Cup, the football World Cup, a bit of distance from there. But still there were some strong trade figures, and we've seen that A.P. Moller has acquired a part of a Freeport down there not just a small one. So I really hope that it's going to be utilized by this combined company here. Medication, COVID-19, they have the biggest freezing, cooling rooms at the airport down there. I think they're #1 in the world. So it's a hub for air transport and for medication, it could also be a hub for your products. You have excellent opportunities in that part of the world. Both these are rich states, and if you have good people in Muscat, send them to Dubai, please, and Saudi Arabia is better, isn't it? We can withdraw. We don't need Russia at all. You can do a sort a buyback clause like A.P. Moller, they did a wise thing. We like them, and we also like the dividend. The dividend here this year well -- it's approved. It's approved. Yes, I think we should approve it. But it could be 3x higher. But of course, you're not going to do that because you need money for this combination that you'll be doing. So we need to relax a bit. But also like to hear, have you made so much progress concerning ownership? And what's going to be the split of shares. Can you say something about that? And how many billions do you think you'll have to invest each of you. I wish all the employees all the best and 10% growth I want to see. Thank you for your attention.

[Interpreted] Thank you very much, Mr. Hansen for 3 specific questions. The 2 first questions will be answered by Ester Baiget and the third by the chair. First, Ester Baiget.

Thank you, Mr. Hansen. Okay. Thank you. Thank you for your questions. But I took notes from your very smart comments. 15% is better than 9%, yes, I agree with that. People, it's all about people, ensuring we protect our most precious assets, precious assets of Novozymes, precious assets of Chr. Hansen, precious assets from NewCo. It's all about people. And I really like the benevolent bacteria comment. At least that was the way it was translated. So I will use that. We will use that in more than let's take that down when we go to Brussels and as for -- if not for money or bring the voice and advocacy of the power of biotechnology and how we continue to bring and transform the world and bring bio-based solutions, enabling a healthier planet and a healthy world. So to your question on Middle East and Dubai, emerging geographies is a strong component of our growth strategy. It's a strong pillar of the growth from Novozymes, and we're delivering on track on that. Middle East is a strong component of that pillar too. As you know, this year, we delivered 9% growth in emerging geographies. Last year, we delivered double-digit growth. Well, this year, 2022 9%, previous year 15% growth, double-digit growth in emerging geographies, where we have proactively inject energy to ensure we capture our fair share of value that the world needs, and we continue to bring the voice of biosolutions. We do that by using the power of our global company, the strength of innovation, but then playing regionally with our customers. And in Middle East, we have very good examples that prove that strength. The lab that Jorgen talked from the past creation in Turkey, a breadth baking lab that we made in Middle East also to support our customers in Middle East and in Africa to enable flat breadth with existing solutions that we already have, but simply combining them in a different way, tailor-made further solutions in Africa and enabling growth for Novozymes, but especially enabling sustainable solutions for the world and enabling solutions that lead to replace chemicals and to lead to healthier solutions. So we're going to continue on track on that journey and continue to double up our investments and our focus on emerging geographies being a contributor of growth. To your question on the split of shares, there is detailed information in announcement that we released in the exchange announcement that we released in December 12. But for sure, more information, it's going to come soon -- is going to come in the near term, providing even further details on that direction. And with that, I think I answer both of the questions. Thank you, Mr. Hansen.

[Interpreted] As some of you may have noticed, Ester Baiget answered all 3 questions. So we have dealt with the questions put by Mr. Hansen in this way. The next speaker comes from the Danish Labor Market Supplementary Pension scheme. And here is Mark Jessen, you have the floor, sir.

Thank you very much. I'll be doing this in English. Thank you very much chairman and CEO for the presentation of the annual report. 2022 was another interesting year in Novozymes. I would like to focus on 3 topics: the continued growth, the announced merger with Chr. Hansen and biodiversity. After a strong organic growth in 2021 of 6%, Novozymes increased the growth to 9% in 2022. I see the performance as a good example of Novozymes' ability to catch the market tailwinds with a competitive and innovative product portfolio. In addition to the market tailwind, I believe an important enabler of the higher growth rates seen in the last 2 years is a reignited growth culture within Novozymes. I would like to acknowledge the management for the work with the culture. The big topic in 2022 was, of course, the announced merger with Chr. Hansen, a merger that has been speculated in for years, but where timing has not been in place. I agree that now is the right time to combine 2 great companies into a leading powerhouse within enzymes and microbial solutions. In the short term, Novozymes shareholders have packed with a declining share price, but I'm sure about the long-term value creation in the transaction. And on that matter, I will acknowledge Novo Holdings role in the transaction and willingness to make the transaction possible. I would also like to touch upon the biodiversity agenda. We are all aware of the climate crisis, but focus on the biodiversity crisis is quickly on the rise. In the annual report, Novozymes acknowledges the problem, but seems to await further tools and methodologies to better understand the impact on biodiversity. Therefore, I would like to ask the management how Novozymes sees its role regarding the biodiversity agenda. And if we can expect Novozymes to be on the forefront of developing and implementing solutions to mitigate the biodiversity impact throughout the value chain. Last but not least, on behalf of ATP, I would like to thank Jørgen Buhl Rasmussen for the collaboration during the term as Chair, where we have appreciated the ongoing dialogue. I will also welcome Cees de Jong as a new chair. We look forward to the collaboration. Thank you.

[Interpreted] Thank you very much to Mark Jessen from ATP, and there were some specific questions that will now be answered by the Chair.

[Interpreted] Thank you, Mr. Jessen for your comments in relation to organic growth and what you said about your view or your take on the proposed combination between Novozymes and Chr. Hansen. With regard to biodiversity, well, it is certainly a topic that takes up a lot of energy with us in Novozymes. It's also a complex topic. But we definitely feel that we have a important role to play, and we will be talking about leadership in relation to biodiversity, not only in order to be involved in legislation, but also to help define how to formulate targets for biodiversity not only locally, but also globally. We want to be an influential player in relation to biodiversity because it's an area that we need to do something about, as we all know. So we have huge ambitions for the role that we will be playing in biodiversity as we had it before with regard to sustainability, but there is a lot to do when it comes to defining what actually needs to be measured and how do we measure it? And just a follow-up to Mr. Bjorn Hansen your last comment concerning growth you said that you would like growth upwards of 10%. We couldn't agree more. We definitely too, would like to see growth higher than 10% in Novozymes.

[Interpreted] Thank you to the Chairman. So this was a reply to the questions from ATP. Are there any other people who wish to speak. I have no one on my list. So now it is your last chance. It doesn't seem to be the case. So I take it that we have finalized this debate. And we find that the annual report has been accepted, and the -- it's been duly noted, the annual report, proposal of distribution profit, the remuneration report have been approved. So we'll take that to the minutes. So we have exhausted items 1 to 4 on the agenda. The next item of the agenda is approval of the Board of Directors' remuneration for the present year. So this is '23. The basic fees proposed to increase from DKK 522,000 to DKK 535,000 for ordinary Board members set in the notice convening the Annual Shareholders Meeting, the increase is in line with the average salary increase for Novozymes employees in Denmark. It is proposed that the fee for the Chair and the Vice Chair and supplementary fees for the Chair and other members of the Audit Committee, the Nomination and Remuneration Committee and the Innovation Committee. It is proposed that to be set on the basis of the base fee, as 3, 2, 1 and 0.5x the base fee, respectively. This is in line with the principles applied in previous years and also what was adopted at last year's AGM. The Chairman and Vice Chair of the Board of Directors will not receive a supplementary remuneration if they're elected to the Nomination and Remuneration Committee. So you can see more. You can read more about this in the convening notice. Does anyone have any comments on this item? That does not seem to be the case. So I take it that this has been duly accepted. Thank you. That brings us to Item 6, the elections. First, we need to elect the Chair of the Board of Directors. The current Chair is not seeking reelection. So the Board of Directors proposes the election of Cees de Jong as the new Chair. His management positions, et cetera listed in the notice convening the meeting. Cees de Jong has been a member of the Board of Directors since 2020 and the last year has been Vice Chairman. If you have any comments, I want to say something to the resigning Chairman, please wait, please wait, please wait, until we finalize the agenda. And yes, you'll be able to speak there. So are there any other candidates? Does not seem to be the case. So Cees de Jong has been duly elected as Chairman for a period of one year. Congratulations, Cees de Jong and all the best in your future role. Next item on the agenda is election of Vice Chair of the Board of Directors. And the Board of Directors proposes the election of Kim Stratton and again, her management positions, et cetera, are listed in the notice convening the meeting. Are there any other candidates? That doesn't seem to be the case. I confirm that Kim Stratton has been elected for a term of one year. Also congratulations to you. Item 8, election of other Board members, the Board proposes the reelection of Heine Dalsgaard, Sharon James, Kasim Kutay and Morten Sommer. And again, the management positions, et cetera, these candidates appear in the documents sent out before the meeting. Any other candidates? No. I find that these candidates have been elected for a term of one year. Congratulations and all the best in the future to all of you. So the members elected to the Board by the Annual General Meeting are Cees de Jong, Chair, Kim Stratton, Vice Chair and ordinary members are Heine Dalsgaard, Sharon James, Kasim Kutay, and Morten Sommer. The Board members elected by the employees are Anne Breum, Anders Hentze Knudsen, Preben Nielsen and Jens Øbro, they were all elected in 2021 for a 4-year term as mentioned by the Chairman initially. And here, we have the full board on the screen. The last item in relation to elections is election of auditor. The Board proposes the reelection of PricewaterhouseCoopers and in accordance with Danish legislation. I have to inform you that the proposal is based on a recommendation from the Audit Committee, which has not been influenced by third parties. Are there any other candidates? That does not seem to be the case. PricewaterhouseCoopers has been reelected in the period until the next Annual Shareholders Meeting. So we have now conducted the business in relation to elections. And now we have come to Item 10, proposals from the Board of Directors. There are 6 proposals 10A to 10F. The first concerns the renewal of authorization to the Board of Directors to carry out capital increases. It is Article 5 of the Articles of Association that's relevant here. And here, there are several authorizations to the Board of Directors to implement capital increases. All of them expire this year. Please refer to the notice convening the meeting. The Board proposes that these authorizations be renewed and extended for a year until the 1st of April 2024. And this also requires an amendment to Article 5 of the Articles of Association. As mentioned in my introduction, adoption of the proposal requires a majority pursuant to [ Article 9.2 ] of the Articles of Association. Are there any requests for the floor? That doesn't seem to be the case. The proposal has been carried. The second proposal is 10B has to do with the authorization to acquire treasury shares. This is an issue that is familiar to the shareholders from previous year's shareholders' meetings. Ongoing purchase and sale of treasury shares is a useful tool for enabling a company to regulate or adjust its capital structure so as to achieve the correct balance between the company's own resources and its loan capital. The current authorization, which were used in connection with the share buyback program in '22 expires after today's meeting. And for that reason, the Board of Directors wishes to request that a new authorization be given running until the 1st of April 2024. And that it involves authority to acquire treasury shares up to a total nominal amount of DKK 56.2 million, corresponding to 10% of the share capital subject to a holding limit of 10% of the total share capital. And the purchase price may not deviate by more than 10% from the price listed on NASDAQ Copenhagen. The authorization is required in order to complete the new share buyback program. This requires only a simple majority, and I would like to hear if there are any requests for the floor. That is not the case, there is, Bjorn Hansen.

[Interpreted] Just to hear from you. Employees, like in Novo Nordisk, a lab worker that I know their lab technician started there once upon a time. And there was your distance from boss to lab technician. So you can knock on the door of the top manager. And the lab technician said, you can have shares. Yes, go to that bank manager and Danske Bank. And 10 minutes later, she had a loan for a house, and now she's a millionaire. I want to see wonderful stories like that. For the employees, for the regular employees that was it from me.

[Interpreted] Thank you, Bjorn Hansen for this comment. A comment to the proposal concerning treasuries. Does anyone else wish to speak? Does not seem to be the case. So I find that the proposal has been duly adopted. The third proposal is 10C concerns the authorization of the Board of Directors to distribute extraordinary dividends. In the interest of financial planning, and as a service to Novozymes shareholders, the Board of Directors proposes in accordance with the Danish Companies Act and the Board Directors be authorized to adopt one of our decisions to distribute extraordinary dividends to the company's shareholders within the framework of existing legislation obviously. Does anyone wish to comment on this proposal? And doesn't seem to be the case. I can tell you it only takes a regular majority. And I think that the proposal has been duly adopted. Thank you. The fourth proposal, that's Item 10D, concerns indemnification of the Board of Directors and the executive management. Similar to other companies, Novozymes has taken out so-called D&O insurance directors' and officers' insurance covering the liability with the Novozymes group's -- Novozymes group's directors and executive management members may incur towards third parties in the discharge to their duties. Due to the general developments in the insurance market, it has proved to be increasingly difficult for Novozymes to take out such D&O insurance with sufficient coverage on reasonable terms, considering the activities of the Novozymes Group. Now in order to attract and retain qualified directors and executives, it is considered to be in the interest of the company and the shareholders that the Novozymes Group's directors and executive management members be offered appropriate indemnification against claims raised by third parties against them in the discharge of their duties as directors and executive management members. The Board of Directors proposes that the shareholders meeting adopts the scheme for indemnification of the Novozymes Group's directors and executive management members to the fully extent permitted by applicable law and that the scheme be included in the company's Articles of Association and a new Article 14, the proposal that implies that the numbering of the subsequent articles of the Articles of Association will be [ adopted ] accordingly. I refer you to the notice, convening notice which comprise the specific terms and conditions applicable to the indemnification scheme. You can read all about it there. The convening notice also has the precise wording of the new Article 14 of the Articles of Association. This is a point that requires a 2/3 majority. So does anyone wish to speak on that one? Does not seem to be the case. So this proposal has been duly adopted. Thank you. Brings us to Item 10e concerns the change of the remuneration policy. 10F concerns the authorization here. I refer you to the updated copy of the remuneration policy available. So it's really a matter of putting this into the remuneration policy. This has been adopted here. And this requires normal majority, simple majority. Does anyone wish to speak on that? It's not the case. So this has been what we've adopted here has been duly incorporated in the remuneration policy. Thank you very much. That brings us to the last item 10F. That's the authorization to the meeting chairperson. In other words, yours truly to ensure that the amendments to the Articles of Association are duly registered. There does anyone wish to speak under this very controversial item, not the case. So this proposal has been duly adopted. Thank you very much. That brings us to the last item on our agenda, any other business. This is where everything can be discussed, but no proposals can be made. And I've said before that it's possible to say something here to the resigning Chairman. There's one speaker who has been registered, and that is Cees de Jong, the newly elected Chairman, you have the floor, sir.

Jorgen, on behalf of the Board of Directors, I'd like to thank you for all that you've done for Novozymes during your time on the board, and as Chairman. During your tenure, you've paid a pivotal role in establishing a more well-founded growth journey for our company. And that included a greater focus on portfolio prioritization, and also stronger commercial agenda. Under your leadership, Novozymes has grown and not just in terms of sales or headcount, but also in our contribution to a healthier planet. You have shown a strong commitment to our sustainability agenda. And today, that is what drives our prioritization of resources and what guides our culture and what will ensure our continued growth going forward. We've also had a great focus on diversity and inclusion and created an inclusive and constructive environment on the Board. And I believe that has transcended very well through the organization because you know that as an innovation company, we need diversity of thought and inclusion of perspectives to bring new ideas to the world. Last but not least, you've played an important part in the proposed plans to combine Novozymes and Chr. Hansen. So Jorgen, you've made a clear imprint and that will stay with Novozymes and I'd like to thank you for that. It's been a pleasure to work with you, and I wish you the very best going forward. May I ask the room for a real applause. The applause that this have been a bit hesitant. This gentlemen deserves a real applause. Thank you.

[Interpreted] Thank you to Cees de Jong. Any other requests for the floor? Bjorn Hansen.

[Interpreted] Thank you, Jong. Thank you for the time that you have spent with Novozymes. I was skeptical initially I admit. I thought this is a Carlsberg person. He's got some experience from outside this universe. That's fine. And then the Chairman resigning at the time said to me. Don't start a war, Bjorn. And I said, okay, I won't, but you've done well, and I wish you all the best going forward, Cees de Jong. And I hope it will bring you a good memories from the old company, Chr. Hansen and from here now. And next time, we will see you I think it will be when we put the 2 companies together. I hope to see you many times. Thank you for the work.

[Interpreted] Thank you to Mr. Hansen. Any other requests for the floor? That doesn't appear to be the case. We have now dealt with the business under any other business. I have nothing more to do. I would like to thank you for a good and orderly shareholders' meeting. And the last thing I'll do is to hand back to the outgoing Chairman of the Board.

[Interpreted] Well, thank you. First of all to Cees for the kind words. As you know and as the Board knows, it's been such a pleasure to be a member of this Board and also to be its chair for the past 6 years. I'm going to miss it. I've said this to many people. It's not always the products, the business itself, you will miss it will be the people, and I am sure that this will also apply to me. As mentioned before, I've served 12 years on the Board, and thank you to Bjorn Hansen for your kind words, although you were skeptical initially, I agree with you that apart from the dividend levels, which will be dealt with now by Cees, I'm quite sure that we both feel I've done okay. And it's following good corporate governance practice that I decided not to seek reelection as Chair. And that's why I'd like to take this opportunity to thank all of you most warmly for the fine corporation. I have had the honor of being part of Novozymes journey for 12 fantastic years. And during this period, the company has grown both in size and a global impact, and it's been incredible. And so exciting to see the company become a market leader in biosolutions. I'm proud to hand over the role as Chair of a company that emerges so much stronger than when I was joining the Board. And I'm also very pleased to hand over after we presented our plans to combine Novozymes and Chr. Hansen, a plan which inevitably will make the 2 companies even stronger. Novozymes is a company with a strong purpose and passionate employees. They go to work every single day to make the world a better place. Warm thanks are due to all Zymers for your huge work and dedication. We've achieved great results together that wouldn't have been possible without you. It's been a pleasure to get to know you over the 12 years I've been part of Novozymes, and this comes from my heart. It's always been my goal to ensure that sustainability is a significant part of our DNA and strategy. And today, it's clear to everyone that our solutions make a difference. They actually do make a difference. We deliver what the world needs most while taking responsibility for the planet at the same time. I couldn't be prouder of the results we've achieved and of the positive impact we have on the world. I'd like to thank Ester and our executive leadership team, most warmly for a fantastic and productive collaborative effort all the way through. It's been a pleasure to work with you. You've made a big difference to Novozymes. And I know that I'm certain that about this, you will steer this excellent company into an even brighter future. Also thank you to the Board of Directors. It's been an honor to engage with you dedicated colleagues in guiding Novozymes in the right direction. I now hand over the baton to Cees and it's wonderful to hand over to someone who knows the business so well. I'm convinced you are the right person to guide Novozymes onwards and to create a world-leading biosolutions partner, and I wish you all the best in this new role. And last but not least, thank you to all our investors for the support that I have been met with throughout my time as Chair, and thank you for continuing to see the potential of this magnification company. So warm thanks to all stakeholders, management, board, colleagues, Zymers, shareholders, thank you to all of you for this time with Novozymes. We have now exhausted the agenda of this meeting. And on behalf of Novozymes, I'd like to thank all participants. Also, thank you once again to the chair of our meeting efficient and effective, as always. And I now declare the Annual Shareholders Meeting of Novozymes 2023 for adjourned. See you again for refreshments. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]