Swisscom AG (SCMN) Earnings Call Transcript & Summary
March 28, 2023
Earnings Call Speaker Segments
Operator
operatorDear shareholders, a warm welcome here to the Annual General Meeting 2023. We will be ready for you in a moment. But before we get started, our Swisscom Trainer Marcel Curien will give you a brief overview of our wide range of consulting and support services, so that you too are ready for the network world in your everyday life, have fun and clear.
Marcel Curien
executiveHello, everyone. So what can we do if your mobile from the internet or the Blue TV is not working? Who will help me if I have questions or if I have to change my subscription. My name is Marcel. I work in the sustainability area, and I warmly welcome you to the Annual General Meeting of Swisscom. The association has just developed hugely in the last couple of years and the COVID-19 pandemic just gave throttle to digitization. Of course, it may be good, but it's not easy for everyone. New means of platforms of communication, new technical terms, they just coin our everyday life, and then the digital jungle becomes more dense than it is already. And therefore, I am here on the stage. And I want to say something about, of course, some issues that exist and the tasks and the efforts of Swisscom. So we have a climate neutral work that we do. And besides of that, social sustainability is also important. The more digital it gets, the more we focus on the most important factor, which is the human being, and we help this person to find a way to stay in touch with the loved ones and also to grow as well. Buzzword is media competence. And therefore, Swisscom is there for you every day and every night. We have the following opportunities to get in touch with us. So with My Swisscom App, everyone has an overview of your products, and you can also find use of information. But those people that do not feel at home with apps, well, I totally understand that. You can also get help through our helpline orders Swisscom Shops. If those that you can also get access to the Swisscom campus. So there we have everything just summarize and provided it for you on the website, on the campus. We have webinars, videos, tips, and we also have calls and appointments that can be taken on site. If you have any feedback, you can find on www.swisscom.com/campus, or you can just now get in touch with all the colleagues. And me and all my colleagues would love to answer questions, and you can also actually apply for or enroll for calls. So I hope you enjoy the Annual General Meeting, and I thank you for your attention, ladies and gentlemen. [Presentation]
Michael Rechsteiner
executiveDear shareholders, dear guests and friends of Swisscom. Today, we have started the AGM somehow different with an overview of the different offers of Swisscom. They are not so close to our hearts, and Marcel Curien and their colleagues, they every day are new, solve the problems of our customers. They also help and they make us ready for the digital era. So thank you very much to them. I am very glad after 3 years, that we can welcome you here on behalf of the Board of Directors, employees to welcome you here in the Hallenstadion for the 25th Annual General Meeting. I would also like to welcome [ Reber Rechtsanwalte ] as a proxy, represented by Mr. Gschwend and Mr. [Indiscernible]. And I would also like to welcome Mr. [Indiscernible] and Mr. [Indiscernible]. I would also like to welcome -- to introduce those here on the panel today. Today, we have on the very right-hand side, Eugen Stermetz our CFO; Christoph Aeschlimann since June 2022, Swisscom CEO; and then Martin Vogeli, Head of Security and Comp Affairs. In this function, he also is the Secretary of the Advisory Board. All the other members of the management, they are also present. They are also amongst you. [indiscernible] cannot be here for private reasons. The AGM will be held in German and will be simultaneously translated into English and French. If you need headphones for the translation or better understanding of the German voice to German term, you can get just behind the curtain headphones, and you can get them there. Dear shareholders, all those present in the room, this year, we will be celebrating 25 years of Swisscom. Do you remember phrases like, I call you in the evening at the low rate or keep it short. Otherwise, it will be expensive. In 1998, telephone calls were often opened with these phrases. I am not -- did -- only a few had those. The mobile phone subscription was [indiscernible] CHF 75 a month and call minute cost an additional CHF 25. No comparison for today. So people not only make phone calls on the move today, but they also serve chat, take pictures, stream and listen to music, all that at a fixed subscription fee and price. This development was only possible because new technologies were established in the communications market and networks have been and are continuously expanded, all of course, to the advantage of consumers and the economy. Because the competition back then that was forced at the time, of course, tries us to fall steadily and ensured that there were always new applications and business models. Look at the past financial year shows that Swisscom impressed with strong figures and access successful products. In the residential customer business, we were able to stabilize telecom's revenue after years and even grow again in the second half of the year, which is a great achievement. In addition, our customers' willingness to switch has decreased to switch network. So they, therefore, appreciate our attractive products, especially the blue subscriptions launched in May. Our service and our excellent infrastructure, what they value as well. Even in 2022, our networks also won all important network tests, connect awarded the mobile and fixed networks, the great outstanding. We are also very successful with our cloud and security solutions in the business customer segment. Our subsidiary Fastweb in Italy was able to increase its customers turnover and operating results. For further details on the cause of business, please refer to the annual report. I am particularly pleased that we have once again been named the world's most sustainable telecom company in 2022. And this basically motivates us to continue courageously and consistently along the path we have chosen. Since last year, for example, our subscriptions and even devices have also been climate neutral. We are leaving an intense 2022 behind us a year in which an era also came to an end. On the first of June, Urs Schaeppi handed over to Christoph Aeschlimann as CEO, who was -- he is directly linked to Swisscom's success story. For 23 years, he played a decisive role in shaping the company from a telephone provider to an integrated ICT group in 9 of those years as CEO. So dear Urs, thank you very much for that from the bottom of my heart. And I would like to thank you, Christoph, as well for your very smooth start into the new role as CEO. I fear your commitment that you have for your work. And I would like to thank the management, the Board of Directors and all those employees for their commitment for Swisscom. All of them just have a great share. We want to bring forward Swisscom. With our technology, our know-how, our experience and our sense of responsibility, we want to continue to ensure that our customers can experience the real and digital world in an inspiring way. I would also like to extend a heartfelt thank you to you, dear shareholders. Thank you for your trust, your loyalty and your support. I would now come to the formal part of the general assembly. We have put together just some advertisings from the last 25 years of Swisscom to living things up in between. So of course, they're entertaining fun and sometimes a little nostalgic, roll the film for the first advertising clips from 1999. [Presentation]
Michael Rechsteiner
executiveDear esteemed shareholder, I would like to open the AGM with some statements -- formal statements. I take the lead and the Chair, the general assembly has been summoned and can be -- and can make decisions. The invitation was sent out on the 16th February 2023 and was published in the gazettes. All the shareholders registered in the register were invited in written, but also electronically. No place for agenda items that have been taken and have been [ commenced ]. The annual report can be seen on the Swisscom website. There is report plays PWC, which also checked and audited the report is also represented today. So when it comes to the lead of the minutes, it will be Martin Vogeli. I would like to point out that the general meeting will be streamed live on the internet. So everything that is said in the video. The general meeting is also recorded and can also be -- and will be uploaded on the internet as well. The votes will take place electronically today. And during the AGM, we have 2 counters of votes here in the room and 2 can be found in the bookkeeping office. They also make sure that electronic system is used properly. Those people that were announced of those count votes -- vote counters can be seen here. So I think Mr. [Indiscernible] and Mr. [Indiscernible] so that they actually take over this task. In order to have a right procedure of this AGM, we, as always, have a speakers list. If you want to say something, please approach with your tickets to the place on the left-hand side of the stage. Just as of now, and until the discussion is on in the agenda point, you can get yourself on to the speakers list. The registered names will be called upon for the respective item points, please keep it short. And I limit the speaking time to 5 minutes because of the number of agenda items we have. If a speaker does not want the name or the vote to be published on the internet, please say that to the stance or at the latest at the pods here, the speakers pods, the latest. The general assembly can decide despite, and it doesn't matter whether all shareholders are here, all the decisions will be taken -- with all the votes taken here. With drawings 9.5 and 9.5 will be covered with a qualified majority of 2/3 of the represented shareholder numbers and also the values. The votings will take place electronically as I said before. And with the first vote, Ms. Vogeli will show you how to use an operator televoter. If you have any questions with regards to the device please approach the televoter help desk on the left side of the show. Our guests are not eligible to vote. The items of today can be seen on the task. They can also be found in the invitation. In the meantime, the number of representatives of the shareholder representatives are calculated, Mr. Vogeli will say. Well, the entrance control said the following: 1,170 shareholders are present and 1 independent proxy. Everyone, every share gives you the right for 1 vote. The shareholders represent 26,468,941 votes. The independent proxy represents 12,343,875 votes. So a total of the representative shares is 38,812,816 name shares or share rise within value in total, 38,812,816 representatives that are represented here. This represents 74.93% of the vote and the rights of our shares are not presented. The presence will be readjusted every time. So everyone that leaves the Hallenstadion, the venue before the end, please show your invitation and send back to voting device. So that the represented shareholder capital can be updated. So on behalf of the independent proxy, I give the following declaration. The independent proxy this morning informed to the Board of Directors, how many yes and no votes he represents, and also when it comes to [indiscernible] substantial. Ladies and gentlemen, so that brings us to the annual report of the Swisscom company for 2022. So you can find everything in the remuneration report 2022. The Swisscom AG all represents reports can be seen on the website from Swisscom as of the first of February. For the next point on the agenda, I, together with Christoph Aeschlimann, will go to Claudia Lässer. Together, we will have a closer look to the year 2022, and we show you what we want to achieve with Swisscom in the future. [Presentation]
Claudia Lässer
executiveAnd Also from my side, a warm welcome dear visitors to the AGM in Hallenstadion. And I would like to warmly welcome those that listen to us live online. Last year, the AGM was held only online. And therefore, I think it's so great that we can be here today together. We have something with us before that we will not actually show you long speakers -- speeches, but rather great talks with the Swisscom. So let me take you to a journey of Swisscom for 2022 to show you the relevant topics of the year 2022. I can do that together with Michael Rechsteiner; and the CEO, Aeschlimann. And let's start with the short video. So let's roll the video for a second. [Presentation]
Claudia Lässer
executiveWell, we already 25 years of Swisscom. Michael, is Swisscom younger or old now?
Michael Rechsteiner
executiveWell, the future needs origins. And that means for Swisscom, we've had 25 years of experience on the one hand. And on the other hand, of course, you always want to look -- not only look back in past. Well, at hard, we are young, dynamic, hungry and innovative, and this is what we want to remain.
Claudia Lässer
executiveOkay. What about you, Christoph?
Christoph Aeschlimann
executiveWell, just as Michael said it, dynamic, innovative company, highly successful. It's a lot of fun to work there.
Claudia Lässer
executiveWell, basically, you started working not at the same time basically. So you saw the long tradition. Why is that?
Christoph Aeschlimann
executiveWell, we have the technology focus. So innovative, looking into the future on the other hand, Swisscom is the digital backbone of Switzerland. We did chase the entire country. And we actually have a contribution to that. And this is basically a big share. This is the reason why I came to Swisscom.
Claudia Lässer
executiveSpeaking of young age, by the way, I think -- well, Christoph, it's your birthday today. So we can actually taking last slides is on, but let's give a big birthday applause, of course. What is your wish for the New Year basically?
Christoph Aeschlimann
executiveWell, basically, just as many do, just help a great time with friends and family, but also Michael would say, well, to lead a successful company. And I think success in business and success and health, I mean, in private life, this is great.
Claudia Lässer
executiveSo what did you wish basically?
Michael Rechsteiner
executiveWell, first of all, I'm glad basically that we can spend his special day today with him and together with the shareholders. Well, I wish the wishes for you as well and also a successful business like basically just that you lead Swisscom into the future.
Claudia Lässer
executiveChristoph talked about innovations before, and we saw it in the video. Swisscom stands for innovation. It's very impressive what has been in the last 25 years, what the innovations have been?
Michael Rechsteiner
executiveWell, yes, there were lots of them. And many of them have been world novelties. Well, in the last basically -- millennium basically prepaid was invented, then 2004, Mobile unlimited. And then you can remember, surely, the data cards where you just had to put in, just the notebooks, the laptops, right? And this is also something that you can get stay connected on the go, so you could stay connected with the family, of course, but also doing business stage. And then as the first one, we launched the first tablet, long before Apple came, along with the iPad basically. But we have to say, well, the tablet was not a big success that were launched.
Claudia Lässer
executiveYes, but there were also many innovations on the net, right?
Michael Rechsteiner
executiveYes, of course. For example, we have the world's first 5G device live on our network. So our customers were the first ones to be able to serve the internet at 1 giga second with the broadband internet. And last summer, the company proved it. We have speeds up to 50 gigs per second. So it's just the future.
Claudia Lässer
executiveChristoph, because of all the digitization, right, the innovation force was more better to the market. So then we have artificial intelligence, which is everywhere and all over the places, right, it's a big topic, isn't it?
Christoph Aeschlimann
executiveWell, yes, of course, last year, everyone talked about the Metaverse, artificial intelligence, but indeed, in the last couple of weeks, we've had more and more announcements than in the last 20 years together when it comes to artificial intelligence. And of course, it's a huge, a very quick development in cybersecurity, a lot is happening as well. And there will be a lot in the next couple of years.
Claudia Lässer
executiveWell, Trust is very, very important and Swisscom is in the center of it. So Trust is very, very big, isn't it?
Christoph Aeschlimann
executiveYes, and of course, Trust is a very great opportunity for us at Swisscom also, digitization has big opportunities but also provides a lot of danger for us. So technologies, well, they can implement it, of course, but not without any risks. And in order to be able to use the technology wisely, you need to have good providers and trustworthy providers. And we Swisscom, we have predesigned to make available these technologies for our customers.
Claudia Lässer
executiveTrust. Trust is something we will be talking about later on as well. So I would like to deep dive a bit more into this, but we also have the general assembled. So we also have to look at the course of the business. Of course, Michael has already touched on a new topics in his welcome address. We deep dive into it. But I want to make it a little easier to pick all together most figures in a short film.
Unknown Executive
executive2022, Swisscom's net revenue fell by 0.6% to CHF 11.1 billion due to currency effect. Swisscom Switzerland operating result depreciated. And the Fastweb in Italy to CHF 2.5 billion by 3.8%. The operating result before depreciation and amortization, EBITDA of CHF 4.4 billion, is minus 1.6% below the result of the previous year, excluding currency and special effects, EBITDA rose by 3.1%. And net profit amounts to CHF 1.6 billion. In 2022, Swisscom again invested CHF 2.3 billion in the extension and maintenance of its IT and network infrastructure, which is around -- or around CHF 1.7 billion in Switzerland. Success was not long in the coming. We also won all the important network tests in 2022. Connect awarded the mobile in the fixed network with the great outstanding. Swisscom's success also had a positive impact on the Swisscom share price at minus 1.6 percentage beat the European industry's average tenfold in the difficult stock market year of 2022. With a proposed dividend of CHF 22 per share. Swisscom shareholders can once again look forward to a good return amounting to 4.3% at the end of 2022.
Claudia Lässer
executiveWell, what results to all the best congratulations. So what are you made particularly proud last year, Michael?
Michael Rechsteiner
executiveWell, thank you for the congratulations. It was a very successful year. And I think one of the most points is that we were able to increase customer satisfaction. So that means we managed to infuse our customers, and we do that through our employees, of course, so our employees that work with their heart every day. And I'd say, the financial result is just a logical consequence if you listen carefully. And while the financial result, if you just take how the special effect. Well, we grew. We have a higher EBITDA operating profits. So a very, very good point. And also the shareholders. We heard it. They actually -- should be satisfied with us. The so-called total shareholder return, which is some of the movement of the share price and the dividend, if you combine that and compare it with other telecommunication providers in Europe, then we are way above average. If you compare it with other SME companies, we are way, way, way above average, when it comes to dividend. And then, of course, we have the CEO transition from Urs to Christoph that we saw. And Christoph, with his team, they have a new vision, they define a new vision. The strategy 2025 was confirmed. And I know that he and his team, they also have options for growth and prepared those options for growth by 2030.
Claudia Lässer
executiveWhat was also very new was that customer has consumer businesses, they are very, very good customer -- customers.
Michael Rechsteiner
executiveYes, There, we are very successful. But I believe it shows and I repeated, I love to repeat that our employees, they've done a very, very good job. They're not only consultants. They just took all those into the future that the journey of the digital future, our customers, they appreciate their work and that showed the result. And I'm sure that this is a great result.
Claudia Lässer
executiveIt's great that we have such employees. Christoph, can you just give us a few examples where things were particularly well?
Christoph Aeschlimann
executiveWell what was standing out was, of course, the new Blue portfolio for residential businesses that we launched in May. It was very successful. The biggest part of the customers that are on the new product portfolio. It's just a huge achievement for the residential customers. And on the other hand, the business customer area that is really, really great in the IT environment. Swisscom is the biggest IT company in Switzerland and very well positioned when it comes to cybersecurity, cloud environment, et cetera. And we have very great results. Let me say one thing, which is our subsidiary in Italy, Fastweb. It is important to talk about that. Just imagine cloud, yet. 9 years, so 38 quarters, the company managed to grow continuously quarter-by-quarter, not only when it comes to profit, but also revenue. So a very, very great performance that is.
Claudia Lässer
executiveYes, that is very impressive. Well, the topic, of course, is the networks, right, that was big on the agenda. But last year, of course, was different. The network was not that stable. So stable -- was stable, and this is very good for you, right?
Christoph Aeschlimann
executiveYes, of course, and it's also very satisfying for our customers. We've gone a long way, and we have made a lot of progress. And that point is the thing which is never finished, nevertheless. New measurements are always taken out. So this is one of the top priorities of the management that we have stable network connections. So whenever a customer wants to do something, technology needs to work and it simply works. And this is also basically the demand of our customers. And we are on a very good track on a good path, and it's very important to increase and maintain the trust.
Michael Rechsteiner
executiveI want to highlight what Christoph said. I think network stability. So when we talk about trust is one of the most important criteria when it comes to the relationship between a company and the customers. And therefore, we actually try to dedicate ourselves to this topic with a lot of energy.
Claudia Lässer
executiveYes, correct. Network stability is one of the fifth company goals that we set out, right, for 2025?
Michael Rechsteiner
executiveYes, it is one. It is 1 of the 5 goals, but the fact is that we all focus on all 5 goals. We are aware of the fact that we have the goals, and that we have to achieve them by 2025, because this is the basis for our future and a successful future of Swisscom and growth.
Claudia Lässer
executiveTrust, well, this is also the commitment with regard to sustainability at Swisscom. So there were a lot last year. And I think 2023, just give full throttle.
Michael Rechsteiner
executiveYes, not only 2022 where we could see something like that. We've really basically taken this issue important in the last 25 years, Swisscom managed and those 25 years to reduce the emissions by 90%. Again, 90%, because we have a mixture of sources that we have 100% renewable energy source for years. So we have in Switzerland, 104 solar plants as well. And we are one of the largest solar producers in Switzerland. And we have not reached the end. So 2022, we have managed to have a climate-neutral subscription to offer to our customers without any additional costs. And as I said, by 2025, we want to reduce emissions again so that we can reach the standard of zero. So again, it's a question of trust again. So sustainability is important to us.
Claudia Lässer
executiveSaving big electricity -- big electricity savings is something you know that is an up-to-date topic, right?
Christoph Aeschlimann
executiveWell, absolutely, the topic has gained relevance, not only last year and also a shortage -- power now -- shortage, et cetera, how does everything work? Well, there are a lot of tasks in the last year that we had to manage to make everything possible, saving kilowatt hours is also one important topic. Efficiency measures. This is something we are focusing on making the network more efficient. And if we look into the future, I see huge opportunities to save electricity. So basically, whatever glass fiber was built basically, we can switch off different things because compared to fiber optic, all the other copper cables, they are just too power hungry, and we want to switch them off so that we don't need so much energy.
Claudia Lässer
executiveAll that basically leads to the fact that Swisscom once again it has been named the world's most stainable telco 2022. This is a great success, and I actually as an employee. I'm so proud of that.
Michael Rechsteiner
executiveWell, absolutely, this is something that we can be proud of this award. We are proud of this award, and it also strengthens us to continue this path, and it motivates just immensely. Not only the Board of Directors, but also the management and the Swisscom team.
Claudia Lässer
executiveWhat I think is really, really nice is Swisscom wants to take responsibility for the environment for people, but also for its actions. So why is that?
Michael Rechsteiner
executiveWell, these are the 3 pillars of our corporate sustainability strategy. And well, we actually have this company and this group responsibility, and we want to take it.
Claudia Lässer
executiveDo you still have some examples for that?
Michael Rechsteiner
executiveWell, there are some. We saw it at the beginning with Marcel. So media competence, trained people using digital media. This is a contribution we take just by training people in Switzerland. We also want to have the cycle economy that we take part. We resell the mobile phones. We recycle them, and we also donate the money in the framework of good mobile ads. We're strongly committed to basically our employees, are well-being, we have good corporate governments, how do we lead the company so that it is actually managed the way we would expect it basically. And I think at the end of the day, it's important that Swisscom can make a contribution for Switzerland and the well-being of the country. Well, of course, we are a commercial company. We want to make profit as well. But first of all, we want to have responsibility. In Italy, for example, there is a benefit status.
Christoph Aeschlimann
executiveSo Fastweb was changed into benefit company. And what you do then you dedicate yourself that next to the commercial goal, sustainable -- and sustainability goals are also followed. And I think this is just the right thing to do in a company to make a contribution in a country. Well, the new Fastweb, right, it's just not only fast but entire Swiss comment, we also dedicate ourselves to a sustainable share and sustainable chain -- supply chain, et cetera. And we note that down in our institute of bylaws.
Claudia Lässer
executiveWell, last but not least, basically, was there any key experience, Michael?
Michael Rechsteiner
executiveWhat is the key. The key is basically -- he was part of the key experience that which I have. I think in the last 6 months, in the last half year, we had a stable turnover volume and Christoph together with the management, use that opportunity to provide a new business plan, where already in 2023, so in this year, the normal turnover reduction can be balanced out or stabilized. And this is something which is absolutely right and important for the model and the culture of the company. It is just cool to work and to be in a successful company. That I can only confirm that.
Claudia Lässer
executiveChristoph, did you have a key experience in 2022?
Christoph Aeschlimann
executiveWell, I was just translating into a new role. And well, of course, you get to know new people as well, employees, investors and all many, many other stakeholders of the company, and it's very enriching to be in dialogue with those people, and that was basically the highlight of last year.
Claudia Lässer
executiveSo I can just walk you right in your office.
Christoph Aeschlimann
executiveYes, well, most of the time I didn't have -- I don't have -- I didn't have doors in the past towards this open space, et cetera. But I think it's very, very important. We want to be in contact with the front of front is probably not the right term, but with the people that are the consultants for our customers, in the call center, et cetera, those that really, really do something, and you can only do that if you have an open dialogue with the people.
Claudia Lässer
executiveThank you very, very much for the very exciting talk, but we will continue with the assembly. I wish you a great AGM and Annual General Meeting, ladies and gentlemen. [Presentation]
Michael Rechsteiner
executiveI can say that the PwC basically, for the financial treatment gives an approval for that and say that I would like to think in this part for the good cooperation. So that brings us to the discussion. I would like to ask Willi Tschopp to the stage, and you can speak.
Willi Tschopp
attendeeWilli Tschopp. Mr. President, ladies and gentlemen, I listened to your discussion with the 3 of yours. And sometimes I had to smile a little bit, I would like to know -- I don't know if this Mrs. Lasser. If she would have introduced herself. I would be just amazingly happy, but this is just one point on this side. Mr. Rechsteiner, today, I have 2 frustrating topics that I brought with me and I had to smile because you said about customer satisfaction. You increased it. And this was a statement of yours, just a few minutes ago. So let me start. So for once there is this report in printed that basically is not offered with many companies. It's just under the name of environment, sustainability and so on and so forth. How many tons of paper is just wasted by Swisscom every year? Nowadays, every shareholder is requested to use electronic means, it doesn't matter which tools they are, that they get their piece of information that they have together this information electronically. So nothing else is possible. So this is something I do not accept. And I cannot accept. And now let me talk about frustration number 2. Swisscom has been in the talk for 6 months with me and also my wife. So we have a 2 prepaid, canceled prepaid Swisscom subscriptions. Swisscom in [Indiscernible], they do not want to reimburse the residual, the remaining credit, they don't want to give that to new line. This is a constant topic just in the medias and those customers actually at least Swisscom because Swisscom is not able just to communicate the rules of the game. I think it's not only insulting, but it's not possible to expect to just get the remaining money that we have on our prepaid cost without doing anything. I think in the last years, we use a lot of money has been swapped into the pocket of Swisscom, [indiscernible] she watched definitely, at this point, use a [Indiscernible] one of his quotes saying that this exorbitant wages of managers are legal theft. What is paradox in my case, that with my new provider, I continue to have the same network provider, i.e. Swisscom. A contribution in the newspaper of the 29th of August 2022, just publishes this topic. Mr. Rechsteiner, what else? Or do I really have to go to the ombudsman at the court and file a case against Swisscom?
Michael Rechsteiner
executiveWell, Mr. Tschopp, as a team, Mr. Tschopp, thank you very much for your statement. I would like to thank you for staying Swisscom shareholder despite of your negative experiences. First of all, Claudia Lasser's question, where we didn't introduce her, well, Claudia Lasser is responsible at Blue Sports and is responsible for this business area. Regarding your questions with the general report, I can tell you that this report will be sent out to those who want to send via paper via post or via e-mail, but you can also go to a shop. So this annual report will be available for you also as hard copies. With remaining to the money, the residual balance on your prepaid accounts, I'm very sorry. I can suggest nevertheless, that we, after this Annual General Meeting, discuss this topic together at the table. So please, we can do that and talk about this later on, and we can settle it. Thank you very much. Is there any other person who likes to request to speak? I see that this is not the case. The discussion with regards to agenda item 1.1 is now closed. I would like to thank the speakers for their comments. Before we proceed to the vote, I would ask Mr. Vogeli to explain how to use the voting machine.
Martin Vögeli
executiveLadies and gentlemen, you have been given a voting device when you entered the room. You can activate the device yourself by touching the screen or pressing the red button on the side of the device. If the device is not used, the screen will go off after 5 minutes. Under the Language icon, you can change the language and under the My Vote icon, you can see how you voted on each agenda item from the first vote. Under the Symbol info, you can call up the shareholder information saved about you and see how many votes you represent today. A few seconds before a vote. The screen is automatically switched on and the respective agenda items displays. 3 colored squares also appear. By touching the square, you cast your vote. Green stands for yes, red for no and yellow for abstention. When you've made a choice the televoter vibrates, and the selected square is marked. If you accidentally press the wrong square, you can correct your vote while voting is in progress by touching the correct ground. With the televoter, several votes can be taken in 1 go. We will use this procedure for the elections to the Board of Directors and the Compensation Committee and also for amendments of the Articles of Association. Several subitems will then be displayed simultaneously on screen of the televoter since not all subitems can be displayed on 1 screen, you can scroll with the arrow on the right button on to the next page. Or of course, to the previous page with the arrow to the left. Those arrows will continue to flash until we have cast your vote on all sub-items. If you still have questions about voting device, the staff at the televoter help desk on the left of the hall will be happy to help you. Finally, I would like to point out that voting behavior is recorded electronically. Ladies and gentlemen, you heard Swisscom is celebrating it's birthday. To bridge the time until the results of the votes are evaluated. We show you more commercials from the last 25 years. Enjoy them. We will now proceed to the vote. So the Board of Directors proposes that the management report, the consolidated financial statement and the financial statements of Swisscom Limited for the financial year '22 be approved. I ask you to cast your vote now. [Voting]
Martin Vögeli
executiveI note that the general assembly approved the motion with 99.97% in favor.
Michael Rechsteiner
executiveLet's get to the consultative vote on the remuneration report. Even though the result of the vote on the remuneration report is not legally binding, the result is an indication for us as to whether you agree with the remuneration for the 2022 business year and the remuneration system. The compensation of the former and the current CEO, was determined by the Board of Directors, taking into account the recommendations of the Compensation Committee added by [Indiscernible]. The compensation of the other members of the Executive Board was determined by the Compensation Committee. In a video clip, we inform you about the remuneration of the Board of Directors and the Executive Board in 2022.
Unknown Executive
executivePresentation for the management and leadership of our company should be fair for all parties for you as a shareholder, but also for the members of the Board of Directors and the Executive Board. Where the compensation system for the members of the Board of Directors, we want to ensure that Swisscom can count on experienced and motivated individuals who pursue the interest of the unit shareholders. The remuneration paid to our board members consists of the basic fee and allowances to cover individual functions such as the chairmanship or Vice Chairmanship, chairing and serving on a committee and representing the consideration. In addition, Swisscom pays the employees' contributions to social insurance and occupational pension schemes if required by law for individual members as well as any additional benefits. The members of the Board of Directors obliged to draw part of their fee in shares. After 4 years, they show each own and hold shares in the amount of the annual fees. In 2022, we paid a total of CHF 2.453 billion -- million to the [indiscernible] members of the Board of directors. The total amount is divided among them mutual members as follows: The total compensation in 2022 is therefore, lower than the total amount of CHF 2.5 million approved by you for 2022. It is important for Swisscom success that we are able to appoint and retain highly qualified and motivated specialists and managers to our Group Executive Board. And that they sustainably increase the value of our company. We are guided by a remuneration level that is in line with the market. For the calculation of the variable remuneration, not only the achievement of financial targets is measured, but also the performance in the sustainable development of the company is evaluated. For this purpose, future-oriented factors such as customer loyalty, network availability and the achievement of growth and sustainability targets are accessed. In order to further promote the long-term development of the company's value and its focus on shareholders interest, part of the variable remuneration of the Executive Board also paid to shares. In addition, the Executive Board is required to hold a minimum number of shares equal to 1 year's base salary after 4 years. For the CEO, it is 2 annual base salaries. In 2022, the target achievement was 120%. The members of the Corporate Executive Board were compensated a total of CHF 7.703 million. Of the total compensation of the corporate executive board CHF 1.806 million went to the Urs Schaeppi. The total compensation of the Executive Board decreased by CHF 667,000 compared to the previous year. The decrease in total compensation is mainly due to the vacant position for the management of the IT network and infrastructure and business unit. The total remuneration 2022 is therefore below the total amount of CHF 8.7 million approved by you for 2022. The auditors PricewaterhouseCoopers have examined the report on remuneration in the past financial year and confirmed that it complies with legal requirements. I open the discussion on the remuneration report. I note that no speakers have answered their names in the list of speakers. We will now proceed to the vote.
Martin Vögeli
executiveThe Board of Directors proposes that the remuneration report 2022 be noted and approved by way of an advisory note. So I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI know that you've accepted the proposal of the Board of Directors with 96.6% in favor. I thank you for the favorable consideration of the remuneration report. So this brings us to the appropriation of the balance sheet profit and the setting of the dividend. The balance sheet profit of CHF 7.835 billion is made up of profit, carried out forward from last year of CHF 3.540 billion. And the 2020 net profit of CHF 4.295 billion. Of the retained earnings of CHF 1.140 billion will be distributed as a dividend and CHF 6.695 billion will be carried forward to the new account. No dividend will be paid on Swisscom limited treasury shares. The Board of Directors proposes just as in the previous year, a dividend of CHF 22 per share or CHF 14.30 after deduction of withholding tax. We now come to the discussion. I note again that no speakers have entered the name on the list. So we will now proceed to the vote.
Martin Vögeli
executiveThe proposal of the Board of Directors on the appropriation of retained earnings and the setting of the dividend is projected. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveYou have approved the Board of -- the proposals of the Board of Directors with 99.7% votes in favor. The dividend will be paid on the 3rd of April. The last trading day entitling to receive the dividend is the 29th of March. As of 30th of March, the shares will be traded ex dividend. We now come to the discharge of the members of the Board of Directors and the Executive Board for their activities in the business year 2022. The discharge applies only to disclosed facts. I'll open the discussion. And I also note that no speakers have registered to speak on this agenda item.
Martin Vögeli
executiveI note that the members of the Board of Directors and all persons who participated in the management in the 2022 financial year are not entitled to vote on the discharge, neither for their own shares nor for shares represented. I ask these persons not to cast a vote. This also applies to any representatives of these persons. The Board of Directors proposes that the members of the Board of Directors and Executive Boards be discharged from liability for the activities in the 2022 business year. We ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that you have discharged the Board of Directors and Executive Board with 99.89% votes in favor. Thank you for the trust you have placed in us. This brings us to the elections to the Board of Directors. As already mentioned, new election is due to the resignation of [indiscernible]. The other members are standing for reelection. Furthermore, the amendment of [indiscernible] as Federal Representative, and stay the federal representative is not elected by the general assembly, but seconded by the Federal council. The Board of Directors may personally would like to thank Barbara Frei and Renzo Simoni for their valued contribution to the Swisscom Board of Directors. Dear Barbara, after your election to the Board of Directors in 2012, you were member of the Finance Committee until the end of 2013. In 2014 with the implementation of the [indiscernible] initiative, you took over the chairmanship of the Remuneration Committee. In this function, you dealt with compensation issues with a great deal of professionalism and expertise. Under your leadership, the Compensation Committee has further developed both the compensation system of the Board of Directors and that of the Executive Board in line with the latest trends and submitted corresponding proposals to the Board of Directors. Thanks to your international professional experience, you also have a special knowledge of what moves business customers in Switzerland and Europe, and what they expect from Swisscom. You've always entered and brought this valuable knowledge into discussions of the Board of Directors with great commitment. After 11 years, you've decided to step down from the Board of Directors. And with you, we are losing a high-valued member. And on my behalf of my colleagues, and all the shareholders present here, I would like to thank you most sincerely for your many years of service to Swisscom. As a sign of friendship, I would like to hand over a Swisscom batch to her. Thank you. Thank you so much. Thank you so much. As I managed -- as I said before at the beginning, Renzo Simoni is not here personally, but we want to thank him that [indiscernible]. Since 2017, he has represented the interest of the main shareholder. This was a consideration on the Board of Directors, the audit and DST reporting Committee and the Compensation Committee. In his demanding role as a federal representative and link between Swisscom and the shareholder, he always had the interest of the company in his hands and as a long-standing manager in the construction industry, he also brought his great expertise in major projects and finance to the Board of Directors. We have come to know him as a valuable and value discussion partner whom we are reluctant to let go and on behalf of my colleagues and all the shareholders present here, I would like to thank him for his commitment to Swisscom. Let's get to the elections. We now come to the elections, and I will be very brief in introducing my colleagues who are standing for reelection. You will find detailed information about them in the annual report. You will then be able to speak in the discussion before casting your vote on each candidate individually in a multiple vote. Roland Abt is our financial expert and has been on the Board of Directors since 2016. He's also Chairman of the Audit and ESG Reporting Committee and a member of the Remuneration Committee. Monique Bourquin is Swiss and grew up in France. She started her professional career after studying at the University of St. Gallen at PwC Switzerland. She then worked in various marketing and sales functions at Rivell and Mövenpick. Monique Bourquin worked for Unilever for a total of 14 years. And during this time, she took over sales management and responsibility at Unilever, Switzerland and was most recently until 2016, Chief Financial Officer at Unilever, Germany, Austria Switzerland. Since 2013, Monique has also applied a broad experience to the Board of Directors. She currently serves on the Boards of Emmi, Kambly, Weleda and W. Kündig. She also is a President of the Swiss Branded Goods Association, Promarca. With a broad experience in the consumer goods sector and the focus on brand management, sales and finance as well as several years of experience as a board of member of listed companies, Monique Bourquin is an ideal addition to the Board of Directors. Monique Bourquin fulfills the independent criteria of the Swiss Code of Best Practice for corporate governance of economiesuisse. I now come to the other candidates. Alain Carrupt has represented the start on the Board of Directors since 2016 and is a member of the Finance Committee. Guus Dekkers has brought his intensive expertise in IT and technology to the Board of Directors and the Finance committees since 2021. Frank Esser is Vice Chair, Chairman of the Finance Committee and member of the Remuneration Committee. Since 2014, he has particularly contributed his broad experience from the European telecoms market to the Board of Directors. Sandra Lathion-Zweifel is lawyer, specializing in financial and capital market laws. Since 2019, she has been staff representative on the Board of Directors and the member of the Audit Committee since 2019. Anna Mossberg has been contributing the experience and digitization to the Board of Directors and the Finance committee, among other things, since 2018. I now hand over to the Vice President, Frank Esser.
Frank Esser
executiveI am pleased to propose Michael Rechsteiner for reelection. Michael Rechsteiner has been a member of the Board of Directors since 2019 and Chairman since 2021. He's also a member of the audit and ESG reporting Finance and Remuneration Committee and shares the AdHoc Nomination Committee. Michael Rechsteiner brings a broad range of experience from his many years in management role in the global energy market and to the Board of Directors. He's standing for reelection as a member and as Chairman.
Michael Rechsteiner
executiveThank you, Frank. I open the discussion on the elections to the Board of Directors. And I would like to ask Mr. Willie [indiscernible] to come to the rostrum and at the same time, I ask him to stand and to give him the floor.
Unknown Shareholder
shareholderMr. Rechsteiner. Well, I just thought of one question with the federal representative, you please explain that to me. I don't know, well, the new one is not confirmed, but I am interested in the remuneration. This remuneration according to my knowledge goes to the federation, and I would like to know in which cash or check out this money goes, so which pocket it is? Now Mr. Rechsteiner I have to breathe a lot because I come to the reelection of Mr. Abt. The following message is what I have, what I said before the pandemic and some other phrases. And I said it here in these halls under the President of Mr. [indiscernible] I have to tell you this person, Abt has been accompanying me invisibly since a key experience years ago. Yes, you just reminded me of that. I think it was 2016 at another AGM. And this Mr. Abt, I'm sorry, but he has been just being like a [indiscernible] from AGM to AGM. Just briefly, I saw very shockingly, and I expected it that the procedure, the election procedure of the Board of Directors of another listed company is basically what I will be seeing soon. As a shareholder of Swisscom, I am not ready [indiscernible] year after year to spend CHF 300,000 for the Mr. Abt as a director. Just to blow it out of the window, 12 days of seeking a day, 6.5 hours, and I took out this information of your annual report 2020. Well, for 17 years, ladies and gentlemen, I have been working for 40 years now. And with an annual -- daily -- annual number of days working to more than 200 and my wage was just a share -- a small share of what Mr. Abt gets. With all those additional mandates that he has and 1,100 Swisscom shares, well, nothing to say about, I plead not reelecting Mr. Abt into the Board of Directors. And let me tell it in English, closing point. Amen.
Michael Rechsteiner
executiveThank you very much, Ms. [indiscernible]. I want to state something about your questions. Number one, remuneration of the Board of Directors of the Federal Representative. The -- you are wrong because the remuneration of the director personally goes to the member of the Board of Directors. It can be seen in the annual report as well. Then I accept what you say with regards to Mr. Abt. I can tell you that in our annual report, we also state that the competencies of Mr. Abt and other members, you can find it on Page 66. And we have a quite broad competence portfolio that we bring into the Board of Directors and as a panel basically, we have this concept. Thank you very much for your statement. And I ask if there are any other questions or statements? No. I note that there isn't. So let's get to the vote for the agenda items 4.1 to 4.9.
Martin Vögeli
executiveThe Board of Directors proposes the election of Roland Abt, Monique Bourquin, Alain Carrupt, Guus Dekkers, Frank Esser, Sandra Lathion-Zweifel, Michael Rechsteiner as members of the Board of Directors as well as the election of Michael Rechsteiner as president for a period until the conclusion of the next Annual General Meeting. As we are conducting a multiple volt, you have 25 seconds to cast your vote instead of 10. Please cast your vote now. [Voting]
Michael Rechsteiner
executiveIn the side, in the meantime, all results for the elections to the Board of Directors have been determined. I'm announcing them in the order of the votes. I note that all persons post for election has been elected as proposed: Roland Abt with 99.36% votes in favor; Monique Bourquin with 99.5% votes in favor; Alain Carrupt with 99.89% votes in favor; Guus Dekkers with 99.33% yes votes; Frank Esser with 98.9% yes votes, yea say; Sandra Lathion-Zweifel with 97.78% yea votes; Anna Mossberg with 99.28% yes votes; myself as a member with 96.49% yes votes, and as a President with 96.95% yes votes. On my own behalf, but also on behalf of my colleagues, I'd like to thank you for the trust you've placed in us. The federal representative on the Board of Directors is not elected by the general assembly, but delegated by the Federal Council. The Federal Council has seconded Fritz Zurbruegg as federal representative with the effect from today's general meeting. Mr. Zurbruegg was a member of the Governing Board of the Swiss National Bank between 2012 and July 2022, and from 2015 as Vice Chairman. Prior to 2015, he held various positions at the Federal Finance Administration, most recently as its Director. Fritz Zurbruegg studied economics at the University of Bern and holds a Doctorate in Economics. I congratulate Fritz Zurbruegg on his appointment as a federal representative and welcome him to the Swisscom Board of Directors. We come to the elections to the Compensation Committee. The Board of Directors will appoint Monique Bourquin as Chair of the Compensation Committee, if elected. We will now proceed to the discussion on the motions of the Board of Directors under agenda item 5. We will then vote on -- in a multiple votes on all motions and requests. And I note that no one has signed in the list of speakers. Let's go to the vote, proceed to the vote. The Board of Directors proposes Roland Abt, Monique Bourquin, Frank Esser and Michael Rechsteiner without voting rights be elected to the Compensation Committee for the period until the conclusion of the next Annual General Meeting. Since we are also conducting a multiple vote here, you have 15 seconds to cast your vote. Please cast your vote now. [Voting]
Michael Rechsteiner
executiveIn the meantime, all the results for the elections to the Compensation Committee have been determined. I announce them in the order of the votes. I note that all proposed persons for election have been elected as proposed: Roland Abt with 99.58% yes numbers; Monique Bourquin with 98.92% of yes votes; Frank Esser with 99.11% yes votes; and me, myself, with 96.87% of yes votes. I would like to thank you also on behalf of my colleagues for the trust you have placed in us. Let's proceed to the remuneration 2024 for the members of the Board of Directors. The Board of Directors proposes a total amount of maximum CHF 2.5 million. This amount is at the remuneration of 9 members of the Board of Directors and corresponds to the total amount approved by the General Meeting for remuneration in 2023. It is composed as follows: CHF 2 million for fixed Board of Directors' fees, 1/3 of which will be paid in shares as before; and CHF 0.3 million employer contributions to social security and occupational pension schemes. On the superimposed chart, you can see a comparison of the remuneration from 2021 to 2023. The remuneration paid to the Board of Directors in the last 2 years amounted to CHF 2.4 million and CHF 2.5 million respectively. An amount of CHF 2.5 million has been approved for 2023, and the same is -- amount is proposed for 2020. I hereby open the discussion. And I note that no one has signed the list of speakers. We will, therefore, proceed to the vote. The Board of Directors proposes to approve the maximum total amount of CHF 2.5 million for the remuneration of the members of the Board of Directors in the business year 2024. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that the maximum total amount for the remuneration of the Board of Directors since 2024 was approved with 99.35% votes in favor. Thank you very much. That brings us to the remuneration of the Executive Board. The Board of Directors has decided to expand the Executive Board from 6 to 9 members in -- as of April 1, 2023. The maximum total amount for the compensation of the Executive Board of CHF 8.7 million approved by the Annual General Meeting 2022 for the year 2023 is geared toward 6 persons. In order to take into account the expansion of personnel as of April '23, the Board of Directors proposes an increase of the total amount approved for 2023 by -- to CHF 1.7 million to CHF 10.4 million. This amount is expected to be composed as follows: CHF 4.2 million for basic remuneration, CHF 4.2 million for variable performance-related remuneration, and CHF 2 million for pension and supplementary benefits as well as employer contributions to social insurance. As the expansion of the Executive Board will not fully affect remuneration until 2024, the maximum remuneration for 2024 will increase by a further CHF 0.5 million to CHF 10.9 million. This amount is expected to be composed as follows: CHF 4.4 million for basic remuneration, CHF 4.4 million for variable performance-related remuneration and CHF 2.1 million for pension and supplementary benefits as well as employer contributions to social insurances. The maximum variable compensation is included in the total amounts requested. You are therefore voting on the amount that would be paid if all Executive Board members were to exceed their maximum targets. The Board of Directors set the targets for the 2023 business year at the end of 2022, and to have set the targets for the 2024 business year at the end of 2023. After the annual results are available in February 2023 or February 2024, it will then determine the target achievement. This can be a maximum of 130%. From today's perspective, the Board of Directors considers a target achievement of 100% to be realistic. If 100% of the targets achieved in 2023, the total compensation is expected to be CHF 9 million and CHF 9.5 million in 2024. The targets have never yet been exceeded to the extent that the maximum variable component has been reached. As the chart shows, the remuneration paid out in 2021 and 2022 is below the respective maximum total amount. And the Board of Directors expects this to be the case for 2023 and 2024 as well. I hereby open the discussion. And I note -- sorry. Yes, thank you very much.
Unknown Attendee
attendeeMr. President, ladies and gentlemen, my name is [ Valta Golb ] from Bern. I would like to know precisely why you expand those operators and who will be responsible for what? It seems to be huge that you create 2 new areas. What for? This is what I would like to know from you. Thank you very much.
Michael Rechsteiner
executiveThank you for the vote. May I ask your name, please? I didn't understand. I didn't get your name.
Unknown Executive
executive[ Valta Golb ] from Bern.
Michael Rechsteiner
executiveGreat. Thank you. Thank you, Mr. [ Golb ], for your question. The Board of Directors decided that the current practice so that guests are invent -- invited to an AGM that this will be just closed and [ leased ]. And those people that are part of the management will also be put into the management officially so that also the remuneration will be taken up in the remuneration report. Secondly, we think that this new distribution, this new creation is necessary in the group's management that the Swisscom can be let targeted in the future. We created one new position in strategy area to be able to focus on the future. Communication, the position was taken up into the group management and regulation and group security disposition corporate affairs. This was also lifted up into the status of the company management so that there's already lift, procedure can be mirrored and displayed in the management officially. We believe that the requisites are created to move and work professionally into the future.
Unknown Attendee
attendeeMr. President, Mr. Chairman, my name is [ Michael Grout ] from Bern. Again, can't you just introduce those people? I believe they are here, or are they sick in bed? We would like to know who you experts you actually employed and which people you will be working in the future. We are interested in that.
Michael Rechsteiner
executiveYes, Mr. [ Grout ], of course, of course. Thank you very much for your vote. Thanks for the interest, and we would love to do that. Christoph, it's your people. They are all here. Please introduce them for a second. And the camera can catch them briefly.
Christoph Aeschlimann
executiveWell, for one, we have Martin Vogeli of Head of Corporate Affairs and Legal and Group Security. We have Stefan Nunlist just here in the front as Head of Group Communication and Capability. Can the direction, please, switch to Stefan Nunlist? We are waiting. We are waiting for the picture here. Here Stefan Nunlist, long year member at Swisscom. And then we have Isa Mueller-Wegner that will start at the first of June as Head of Corporate Strategy and Corporate Development.
Michael Rechsteiner
executiveThank you very much, Christoph. Thanks for the comments as well. Are there any other comments? Thank you very much. This brings us to the vote on agenda items 6.2 and 6.3. Motion on agenda item 6.2 is the Board of Directors proposed to increase the maximum total amount for the compensation of the Executive Board in the business year 2023 from CHF 8.7 million to CHF 10.4 million. Motion on the agenda item 6.3 is the Board of Directors proposes to approve the maximum total amount of CHF 10.9 million for the remuneration of the Executive Board in the business year 2024. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that the general meeting with regard to the increase of the maximum total amount for the remuneration of the Executive Board in 2023 was approved with 97.81% of yes votes. And I also note there's a maximum total amount of CHF 10.9 million for the remuneration of the members of the Executive Board in 2024 was approved with 97.81% of yes votes. So now we come to the reelection of the independent proxy. The Board of Directors proposes to the general meeting, the election of Reber Attorneys at Law, Zurich. Reber Attorneys have confirmed that it has the necessary independence to carry out the mandates. I hereby open the discussion on this agenda item. And I note that there are no speakers enrolled in the list of speakers. So let's proceed to the vote. The Board of Directors proposes that the law firm Reber Attorneys at Law, Zurich be reelected as independent proxy for the period until the conclusion of the last ordinary annual general meeting. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that the motion was approved with 99.98% votes in favor. I congratulate Reber Attorneys on the election. And thanks for accepting the mandate. This brings us to the new -- next item on the agenda is general assembly, the election of auditors. The audit firm PwC is registered as a state-regulated audit company with the Swiss Federal Audit oversight authorities and has confirmed to Swisscom that it meets the legal requirements for independence. PwC has been performing the mandate for Swisscom since the 1st of January 2019. I hereby open the discussion on this agenda point. I note that no speakers have registered and therefore, let's proceed to the vote. The Board of Directors propose that PricewaterhouseCoopers, Zurich be elected as auditors for the financial year 2023. Please cast your vote now. [Voting]
Michael Rechsteiner
executiveI declare -- note that PricewaterhouseCoopers is elected as auditor with 99.90% as auditor for the financial year 2023. I congratulate PwC on its election, and thank you for accepting the mandate. I have received the declaration of acceptance. We now get to the last agenda item, amendments to the Articles of Association. We -- as you have already read in the invitation, the articles of association will be adapted to the applicable law, in particular to the new company law that came into force on January 1, 2023. Individual provisions will be updated and editorially revised. And in addition, the Articles of Association will be formulated in a gender-appropriate manner. The proposed amendments to the Articles of Association are described in detail in the invitation. The exact wording of the amendments to the Articles of Association is shown in the appendix to the full version of the invitation. The invitation was published in the Swiss official Gazette of Commerce and on Swisscom's website. I assume that you are familiar with the new provisions of the Articles of Association and therefore refrain from having them read out in detail. I will therefore keep the individual items on the agenda very brief. Agenda item 9.1. Swisscom sets itself ambitious goals in terms of sustainability and has already been named the most sustainable telecommunications company in Switzerland by World Finance several times. To reinforce the importance of creating sustainable value for Swisscom, the Board of Directors proposes anchoring sustainability in the Articles of Association, and I hereby open the discussion on this agenda item. And I note that there are no speakers. So let's proceed to the vote. The vote requires a qualified majority of 2/3 of the votes represented. The Board of Directors proposes to amend the previous clause 3 of the Articles of Associations according to the new wording as shown in the annex to the invitation. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that you approved the amendment to the Articles of Association 9 to 9.1 with 99.78% votes in favor. The required 2/3 majority has thus been achieved. So I note that it too has not -- we come to the amendment of the Articles of Association concerning the share capital and shares in the general meeting. The reform of company law strengthens minority rights. And one change is the lowering of the threshold for convening an extraordinary general meeting from 10% to 5%. And the new rules on general meeting also take into account the new digital possibilities that we have. Thus, in the future, not only hybrid general meetings but also purely virtual ones should be possible. This is particularly important in cases of force majeure. The Board of Directors will ensure that the shareholders can exercise their ways and rights electronically at the meeting. In order to determine the voting results at the general meeting, the Board of Directors proposes that in the future be represented and no longer their validly cast share votes be taken as the basis. This corresponds to the legal regulation. I hereby open the discussion on this agenda item. I note that no speaker has enlisted itself. That brings us to the vote. The Board of Directors proposes an agenda item 9.2 to amend the previous Section 3 of the Articles of Association according to the new wording as shown in the annex to the invitation and to adjust the numbering accordingly. In agenda item 9.3, the Board of Directors proposes to amend the previous sections, 5.1, 5.2, 5.3, 5.4, 5.5 including title, 5.6 and 5.7 of the Articles of Association according to the new wording as shown in the annex to the invitation. And to adjust the numbering, including title section 5 accordingly. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that you have approved the amendments to the Articles of Association from posting agenda item 9.2 with 99.92% votes in favor, and the amendments proposed in agenda item 9.3 with 93.33% votes in favor. Thank you very much. We will move on to agenda item 9.4. The previous section 5.8 of the Articles of Association is to be adapted to the amended wording of Article 704, obligation right. This is not a change in content but only a change in the wording. In addition, the conversion of registered shares into bearer shares and vice versa should no longer be subject to the qualified majority requirements as it is also provided for in company law. Swisscom does not intend to convert registered shares into bearer shares. I hereby open the discussion to this agenda point. And note that there are no speakers for that. So we shall proceed to the vote on this matter as well. The vote requires a qualified majority of 2/3 of the votes represented. The Board of Directors proposed to amend the previous Section 5.8 of the Articles of Association according to the new wording as shown in the annex to the invitation and to adjust the number accordingly. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that the proposed amendments to the [ step 2 ] Articles of Association have been approved with 99.77% in favor. The required 2/3 majority has thus been achieved. We come to the last agenda items of this general assembly. Under agenda item 9.5, an increase in the number of permissible mandates in the 6 companies from 3 to 4 is proposed for the members of the Board of Directors. This takes into account the need of members who exercise mandates on a full-time basis. As before, it will be examined in each individual case whether the acceptance of the additional mandate is compatible with the legal duty of care. In addition, it will now be possible to send notices to shareholders in electronic form. I hereby open the discussion on this agenda item. I note that there are no speakers. We will therefore proceed to the vote. The Board of Directors proposes an agenda item 9.5 to amend the previous paragraph 6, 7 and 8 of the Articles of Association according to the new wording as shown in the annex to the invitation and to adjust the numbering accordingly. In agenda Item 9.6, the Board of Directors proposes to amend the previous sections, 4, 5.3.2, 9, 10, 11, 12, including title, and 13 of the Articles of Association according to the new wording as shown in the annex to the invitation and to adjust the numbering accordingly. I ask you to cast your vote now. [Voting]
Michael Rechsteiner
executiveI note that the proposed amendments to the Articles of Association under agenda item 9.5 have been approved with 99.82% votes in favor and the proposed amendments under agenda 9.6 with 99.82% votes in favor. Dear shareholders, esteemed shareholders. This brings us to the end of this year's Annual General Meeting. I thank you for your commitment to the company and for the trust you have expressed to the Board of Directors by accepting the proposals. I would also like to thank Martin Vogeli and all the staff who've made the smooth running of this general assembly here in the Hallenstadion possible through their great commitment. The Annual General Meeting for the 2023 business year will take place on Wednesday, 27 March, 2024, at the Hallenstadion in Zurich again. I now cordially invite you to an aperitif. The members of the Board of Directors and the Executive Board will be available for personal discussions at the beginning. You can ask questions about Swisscom products and services directly to Marcel Curien and other specialists, just take advantage of this opportunity. Before your journey home, you will receive a small gift in exchange for the voucher. Now I wish you a pleasant end of the day, many nice encounters and a good journey home. Please leave the voting machines on the seats. The 2023 General Assembly is closed. Please hand over the receivers for simultaneous translation at the counter where you got them if you have them. Thank you ever so much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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