Umicore SA (UMI) Earnings Call Transcript & Summary

I would like to welcome you here to this general assembly. We've got an ordinary special and an extraordinary shareholders' meetings. But actually, all meetings are a bit exceptional. Because of this context we have to organize it in this digital and virtual way. I hope that you all found your way to this meeting. So that doesn't pose any problems for you and that you can hear us well. Marc and myself are here in this room, and we are surrounded by some technical support people to make sure that everything runs smoothly. But unfortunately, we cannot have any direct contact with our shareholders. And as the legislation has allowed us to do here in Belgium, we have decided to keep our meeting on the scheduled date. But to ask the shareholders to submit their votes and their questions in advance to this meeting, and we will answer your questions later on. As usual, we will have our presentation here in both languages. So both in French and in Dutch. And if you listen to Dutch, you will hear me live now. And otherwise, you can hear me in simultaneous translation. So I would like to welcome you all here. I hope that you're all in good health, and that you can follow everything well, and I hereby declare the meeting opened. In accordance with Article 18 of the company's Articles of Association, I hereby request that Mrs. Géraldine Nolens, who attends on a remote basis via webcast, to act as secretary. Due to the exceptional COVID-19 related circumstances, no scrutineers will be appointed because all of those have already been submitted. The convening notices, including the agenda for the present general meetings, were published in the Belgian Official Gazette, De Standaard and Le Soir on Tuesday, the 31st of March 2020. On the same date, the convening notices was sent to the holders of registered shares as well as through the Board of Members -- with the Board members and the statutory auditor. Also on the 31st of March 2020, the convening notices were published through a press release and on the website of Umicore, together with Interalli, the postal voting and proxy forms as was -- as well as the annual accounts in the reports mentioned in the agenda. On the 21st of April, Umicore announced specific restricting measures relating to the participation in the present shareholders' meetings in light of the COVID-19 pandemic. These measures were published through a press release and on Umicore's website. The convening notices were amended accordingly on the website of Umicore. A copy of the above applications convening letters and notices will be initialed and attached to the minutes of the present general meetings. The same is true for the following documents: the consolidated list of the shares transmitted by the financial institutions, in view of their registration; the personal voting forms and proxies received; the attendance list; the minutes of the primary meeting of the works councils at which information on the year's results was provided. We will then continue with our agenda. First of all, I will tell you a bit more about the governance of the group. And then afterwards, we will focus a bit more on the results and the outlook. On this slide, as you can see, you have a picture of the Board of Directors, as was taken last year when the Board could still meet in person. This year we have met several times. We had 7 full board meetings. Sometimes you also have had telephone conferences. But what have we done as a Board of Directors? Well, we mainly focused, of course, on the follow-up of the financial performance of the group, we have looked at the budget for the group, the funding mandate. You know that the group is now going through a growth period and that we are investing a lot. So we, of course, need the necessary funds for that and the way in which we are funding that was definitely one of the topics that we talked about on a regular basis. We also, of course, followed up our innovation strategy, and we looked at it a couple of times, and we have several M&A projects, so acquisition projects, one very important acquisition, and Marc will tell you more about that later on. We have also some other investment projects and strategic opportunities that we looked at. We looked at the different businesses. So we have regular business reviews and market updates. We listened to the people who were in charge of it and looked at what their views on the market were and tell us more about their activities. We also talked about the main risks that we saw. We didn't really see a pandemic coming, but I don't think anybody did, but nevertheless, we have also talked about that and took measures straightaway when it became apparent that, that was the case in 2020. We also looked into IT security, something that we strongly focused on in 2019. And of course, also the follow-up in and the succession planning within the Board and the ExCom, those are things that we talked about. So as I said, we had 7 full board meetings in 2019 with 100% of attendance served by everybody. So we have a very motivated, very committed different members of the Board and also the different committees. For example, the remuneration committees, at all meetings, all members were present. You undoubtedly also know that in Belgium, through -- in the course of last year, new labor code was approved by the Parliament. So that means that there are certain changes in the rules that apply to companies, and the Belgian legislator has opted to go for 2 kinds of governance, dual governance or the more traditional model that we know from the past. The traditional governance model. So the monistic model provides for a Board of Directors that has all competencies and that can delegate certain competencies to an executive committee. In a dual model, there we have 2 different bodies. On the one hand, you have a statutory board from non-executive members, and then a completely separate Board of Directors headed by the CEO. So that means that in that dual model, the CEO is no longer a member of the Supervisory Board. So managing the company and the supervision of the company is completely separated. That's a system that's already been in operation in the Netherlands and in well -- in Germany, but we're here in Belgium and also in France, we have more a tradition of having one single governance body being the Board of Directors that dealt with the operational activities, but also with the supervision of the company. Now we discussed it in our Board, several times even, what would be the best model for Umicore in the future. And we have decided that, that dual model with a strict separation between supervision and an executive committee, which is a core executive committee that, that would be the best model for Umicore and that, that corresponded most to the way in which the group was governed in the past. We've got a very strong, good executive committee, and on the other hand, we also have a very experienced supervisory board that looks into the strategy, appoints the members of the ExCom and follows it up. So we have decided to submit this new model to the shareholders so that we want to switch to this dual model. In the past, we had a specific model, that was a bit somewhere in between these 2 options, but that was abolished by the legislator. So we had to switch either to fully traditional Board of Directors or we have to go for the dual model. So as I've already said, we've opted for second options as a Board of Directors, and we are submitting that to the shareholders for their approval because we think that this is the best possible governance model for us in the future. The new company code also provides the possibility to ask the shareholders whether they can have double votes for shareholders that keep their shares for longer than 2 years. So the idea behind that would be that you could give some more weight to long-term shareholders. We have decided not to submit that to the shareholders, not that we do not want or want to discourage people for keeping their shares for longer. Quite on the contrary, I think we -- it is really beneficial for us to have long-term shareholders. But on the other hand, we think that introducing that double vote creates a lot of technical complications, on the one hand. And on the other hand, it also deviates from another important principle, namely one share per shareholder, one vote for each share -- per share. So we have decided not to go for this double option. You also know that in Belgium, together with this new company code, which is a new legal obligation, also is a new corporate governance code, those are prescriptions relating to good governance. So companies have to respect that. And if there are good reasons for it, then the company can deviate from these prescriptions when it's really motivated well enough. So that is a more flexible way of conducting business for companies. Now I can tell you that we at Umicore were already applying many of the stipulations from this new code. So it's not a lot of new things that we are being confronted with. So we do not have to change that much if we want to follow this new code of companies and associations. And of course, we want to do that. But then we have to make sure that the executive management has a minimum number of shares that they keep because we want our management also to feel like a long-term shareholder. That has always been a tradition here in this company. And we have benefited from that, but we were not formally obliged to do so, but that is something that we are going to do now. Also, the remuneration of the directors, they will be partly paid in shares. That is something that Umicore was already doing, so that is nothing new for us either. So in the course of 2020, Umicore will, of course, comply with this new code and also include that in our annual report. We will also publish a new corporate governance on our website. That is what I wanted to tell you about the application of the new code, and then there's a last part that deals with the composition of our Board of Directors. If you accept the new governance model, we will go to a dual governance model. So that means that Marc Grynberg will leave the Supervisory Board. But of course, he will continue as Chairman of the Executive Committee, and he will continue as CEO. So that means that we will have one member less in the Board of Directors. And then we have Gérard Lamarche, who does not want to be reelected. He had been a member of our Board of Directors for some time. He was also representative of our majority shareholder, but he does not want to be reelected. And I would like to thank him here for everything he's done, for all the advice and guidance he has provided us within the Board. Of course, we have a proposed board member to replace him, namely Mario Armero. And Mr. Armero will present himself to you via video. Mr. Armero is from Spain. He's a very experienced businessman. We think that he has very relevant experience for us. So if you approve him as a Board member, then we hope that we can welcome him in our Board, and I will give him the opportunity now to introduce himself via video to you.

Dear shareholders, dear Chairman Thomas, dear Board of Directors; members. Let me introduce myself. My name is Mario Armero. I am a Spanish citizen. I'm sending you this video from my home in Madrid. You know that in Spain, in Madrid, we are under strict lockdown rules. I studied the French Baccalauréat and I got a law degree from the University of Madrid, Spain. During 20 years, I worked for General Electric, GE, the big industrial and energy and financial conglomerate. In the beginning, I was working for the GE Engineering Plastics and Specialty Materials division. And later on, I became the Chairman and CEO of GE in Spain and Portugal and a member of the International Group's operations. In the last 8 years, I've been the CEO of the Spanish Car Industry Association (sic) [Spanish Association of Automobile and Truck Manufacturers], with 2 goals in my activities: one, to improve the footprint of car manufacturing in Europe. And the second one, to increase the sales of 0 and low-emission cars, including, obviously, the necessary push for the electro-mobility. I have also been in the Board of Directors of listed companies. So I am familiarized with what being a member in a board of a public company means. I am extremely pleased of having the opportunity of joining the Umicore Board of Directors. I think Umicore is an excellent company in the edge of technology in the future of sustainability and I'm really looking forward to be able, if you designate me, to contribute to the shareholders, to the Board of Directors, and to the team and to the stakeholders of this company.

This gives you an idea of who Mr. Armero is, and we are convinced that he will definitely be a good addition to our Board of Directors. And I would like to give the floor now to Marc, who will comment on the annual accounts and the highlights for 2019 and to tell us a bit more about the situation surrounding COVID-19, what the company does in that respect.

Thank you very much, Thomas. Good morning to you all. I would like now to talk about the main topics and the outlays of 2019. And as Thomas said, I will then focus on the news and talk about the implications of COVID-19 and the perspective and prospects for 2020. Let's start by 2019. Our annual report is entitled, "Maintain the Course." This is something that seems pretty logical. When we take a look at 2019, we have made great advancements in our strategy, and this despite a very difficult conjecture across and throughout the all year, especially in the automotive sector, which is one of the main sector we are active in. We were able to maintain the course in our strategy. We wanted to remain a leader in recycling, we wanted to strike a new balance in our portfolio, and we also increased our [ back-end ] revenues compared to 2018. Our REBIT, EUR 509 million in 2019 is also close to the record level that we achieved in 2018. It doubled, so 2x the results that we achieved in 2014, which was a reference when we established the objectives of the 2020 strategy, and we started with the rollout. Our investments in terms of research and development remain at a high level, more than 12% of our revenues. And our investment of more than EUR 550 million are significant, taking into account nevertheless, the slowing down of the market in China, among others. Regarding the R&D -- or the ROCE, we have a ROCE of 12.6%, which reflects the significant investments that we realize in order to get prepared to an important increase in growth. This taking into account everything that we have to put into place regarding recycling. Taking the situation that we knew in 2019, it was very difficult for us to maintain the course in terms of sustainability, but it remains at the heart of what we do and at the heart of our priorities, and we continue our efforts to make sure that sustainable development, which is at heart of what we do, be accepted by a higher number of stakeholders across the value chain. I have also selected a couple of pictures in order to illustrate a picture the strategy, given advancements that I just talked about. And I would like first to talk about and to show you a picture of catalyst plants. This is a plant that I myself inaugurated in October 2019 in Korea. Why did I talk about these batteries? Because the batteries is a solution, a future solution, good solution for the future. And this is also something that will be very important in terms of proper energy and green energies. If we want to electrify a heavyweight vehicle, these kind of batteries might be very interesting in order to maintain mobility and to have more autonomy for the vehicle. So we do see that this battery and these cells are very well prepared for the future. It has a bright future. And Umicore is one of the only actors and stakeholders which is able to support the development of this technology at an industrial scale, thanks to our production in South Korea. The second picture is the picture of our new refinery -- new cobalt refinery in Finland, in Kokkola. This is a refinery that we bought in the end of 2019. On the same page, you see a picture of day 1. So that is when 215 new collaborators joined the team, and one of our main objectives when we achieved that acquisition was to gain more experience and to rely on the experience and know-how of those 250 collaborators. Regarding refining and refining activities that we achieve and that we gain in Kokkola. These activities are at a very top notch and this is among the best design markets. So that was the main reason for the acquisition. This acquisition also shows our commitment to develop our presence in the sector of rechargeable batteries, and this respecting ethical values and sustainable value chain. The last picture I decided and I selected to have here was a shop in Nysa in Poland, where we built a cathodic equipment plant, mainly for electric vehicle. This picture should give you an idea of the size of this project, which is a very big investment for Umicore. And it is also a very large part of the investment that we did in 2019 that we'll continue to do in 2020. I have also selected this picture based on the importance of rechargeable material and rechargeable equipment in our strategy for growth. And this also to show that we are going forward regarding electric vehicle in Europe. This is not only something that exists in China or elsewhere in Asia. In this respect, I would like to point it out that Umicore will become the first cathodic material producer to deliver its customers based on European [ producer ]. We are the only cathodic equipment producer based in on one of the main electric vehicle markets in China, Korea, and when this plant is ready in Europe too, in Poland. When all our competitors in this sector in this sales line are independent on just one plant in one country, be it Korea, China or Japan, but do not have the coverage that we have at Umicore, which allows us to take part in very large projects. Still in terms of electrification -- vehicle electrification, I'm very proud to announce that Umicore made it possible to obtain investments and financial support in order to go further into these projects, projects that are also known under the acronym IPCEIs. This initiative was set up by the European Union in order to create a framework in which the member -- in which the member states are allowed to financially support projects being sustainably correct and sustainably helpful. This qualification of Umicore shows that we do play a very important role in terms of technological innovation. I'm very happy to announce that the Global Battery Alliance, of which Umicore is one of the founding member, has also published a very clear principle for the sustainability of rechargeable batteries. And as such, for other products, Umicore also and this agency association will also create a passport which make it possible to track down the production of the material that are used in those batteries, which will also enable us to show the customers and all the stakeholders more about the ecological footprint of everything that is -- that enters into the production of those batteries. These passports and these principles established by the Global Battery Alliance should make it possible to eradicate an acceptable practice in terms of respect of the environments and establish a level playing field in this sector. Let's now tackle the highlights and the strong performance in every sector. In terms of Catalysis, we have now growth that is superior to the growth in the automotive sectors, thanks to the market shares that we gained in fuel vehicles. This is particularly important in the context that you know where motors and engines, diesel engines have lost ground and have become less popular in the automotive mix. We have also become a leading provider in China -- leading catalyst provider in China. This is a market where we gained a lot of ground, which is also very important because China is the largest car market worldwide. We have also now very important growth in terms of fuel cell catalyst applications, to which I refer a couple of minutes ago in the performance -- regarding the performance in terms of Energy & Surface Technologies. They were good in a very difficult context. We had a growth in catalytic materials for EVs in line with the markets. The market knew certain growth, which was way inferior to which was anticipated. And sales went well down in China following the reduction of subsidies by the Chinese government to buyers of EVs. Regarding the sales of electric equipments, they have also gone up during -- in the second semester. And this -- despite the very difficult conditions on the market, they increased compared to the first semester 2019 and the second semester 2018. All results in this sector has also been touched by the decrease of almost 50% of the price of cobalt. And the increase of unethical equipment on the market, which was very bad for ethical equipment provided by Umicore that are understandably more expensive. We also invested in this last years in our growth programs, and we faced higher costs compared in the rollout of those capacities and the rollout of those projects in Poland and China, in particular. Even though we decreased in investment, the investments remain at a very high level, preparing a good penetration of EVs on the market, and this in many areas, China, Asia, Europe and later on, most probably in North America. And this also preparing the upscaling of our own production capacities. As I also mentioned, Umicore in 2019 made great advancements in the rollout of its growth strategy in turn for a fuel cells and batteries equipment. We also concluded partnership agreements in the long-term for sustainable cobalt with key actors such as Glencore and CMOC. We also signed sales agreements for years with big actors in the production of EVs, among others, LG Chem and Samsung Asia in Korea. In terms of recycling, and I'm now at the right-hand part of the slide, we knew very favorable supply environment for the recycling activities, most specifically in Hoboken in Belgium, with the good availability of complex materials such as end-of-life Catalysis and catalysts, and we are talking here of catalyst of the Euro 5 and Euro -- Euro 4 and Euro 5 standard, which were equipped in car 10 years ago approximately because this is the time frame that we need for those cars to come to end of life and to talk about recycling. So we -- so the increase of this kind of material, end of life material, and this is also true for electronic waste. Regarding electronic waste, we also saw a very big increase in 2019, an increase that was related to the Green Fence Chinese policy. When we talk about this green fence policy, this is a policy that was increased by the Chinese government, aiming at closing the borders to imports of solid waste to the country, which made it possible to increase the availability of secondary waste such as electronic residuals and end-of-life equipment. In this context, we were able to make the most of our mix that we trade in, particularly in Hoboken, in the Hoboken plant, in order to offset the decrease of volumes, this to longer turnarounds in Hoboken beginning of 2019 in order to carry out maintenance activities and to improve the environmental score of the plants. In recycling, we also benefited from higher metal prices and precious metal prices. Going to the next slide. On the right of that slide, you see that in terms of REBIT, the 3 activities contributed to the results of the group in an identical, an identic manner. Catalysis is an increase by 7% of the revenues, and 9% for recycling, whereas Energy & Surface Technologies, we see an increase -- or rather a decrease of 5% because of the context that I just mentioned. In terms of REBIT, a decrease of 29% in Energy & Surface Technologies, whereas we do have a very good increase in the other 2 sectors, 10% for, first one, Catalysis and 40% for recycling. In terms of nonfinancial performance, and sustainability, among others, we continue to increase our revenues linked to and related to green mobility and recycling, which represented 75% in of the revenues of the group in 2019. We also renewed our sustainably -- sustainability agreements in 2019 with the trade unit organization industrial with which we collaborate, and we have been collaborating since 2017. This insists on the commitment of Umicore in the sector of sustainability, and this covers many topics, such as the sustainability of the evolution. We also added the implications of digital transformation. Regarding our -- the literature, and we also have new principles making sure that gold and silver produced by Umicore have no link with the conflictory and conflict since our 2 refineries, cobalt refineries, Olen and Kokkola in Finland are also certified by the RMI, Responsible Mineral Initiative that you surely know. In terms of environmental performance, I would like to underline that 70% of our materials come from secondary resources or end-of-life materials and equipment, and we do increase the share of our renewable energies and the renewable energies that we buy. Compared to 2015, our energy consumption has decreased by 23%, emissions by 50 -- emissions in the water by 59% and emissions in the atmosphere by 57%, which is pretty much identical. So very great advancements, which doesn't mean that we are not striving for an improvement of those percentages in the future. End of 2019, Umicore had 11,152 employees, an increase of the number most specifically in Asia and Belgium, which is also the consequence of the acquisition of the Kokkola refinery in Finland. Retention grades, in 2019, 94%, which is a slight increase despite the flood of the employment market in Asia. 83% of our sites were without LTAs in 2019. And no point in precising that. This 83% is not sufficient and we are trying to improve the results of the sites that do not achieve the objectives that we face -- that we set up, which remains a very important priority for the whole group. [Audio Gap] And so this has a huge impact on our society and our heart goes out to everyone that was affected by it. And I want to show my deepest respect for everyone that is currently combating the virus, and that is laboring on a daily basis to make sure that we can all enjoy welfare. I would also like to thank all of the employees of Umicore. They all make sure that we can work safely in our environment. And it's because of their dedication that we can continue our activities and that we can keep serving our customers. I would like to thank them from the bottom of my heart for all of their efforts. The health and the well-being of our employees is more than ever our first priority. As a result, we've taken a number of measures in all of our plants, in the first instance in Asia, and later also in the rest of the world. What do these measures entail? Well, first of all, social distancing, remote working where possible and also systematically decontaminating our -- all of our work spots. And we also have introduced some strict medical protocols. Finally, we've also founded a working group that will follow up all of our activities on a daily basis with the mission of protecting our employees and preventing the further spread of the virus. Thanks to the quick implementation of these extensive measures, we have only seen a limited degree of contamination of our employees, fortunately. Beside protecting our employees, we're doing everything possible to limit the impact of COVID-19 on the results of our company, and we take measures where needed in order to limit our spending. By doing so, we've adjusted our production, but unfortunately, we've also -- were required to make some of our employees temporarily unemployed. And we hope, of course, that everybody that is currently not working will be able to return to work quickly. We've also had another look at all of our investments throughout the different plants. And where needed, we've postponed these investments, and we also expect that our expenditure in 2020 for investment will be around 445 -- EUR 450 million. This is, of course, below the level of 2019 and below our initial planned expenditure for 2020. The Board of Directors has also decided to propose the following. Apologies. The Board of Directors has also decided to propose a lower dividend for 2019, and that equals an amount of EUR 0.375 per share, and this equals the amount of the interim dividend that was already awarded in August. Umicore is a financially healthy company and has a very strong balance, with EUR 1.2 billion of cash available, capital available. And this, of course, is a very strong buffer in these uncertain times. Our debt is also very well structured. It's spread throughout time. And there is no deadline, no deadline before 2023 for the repayment of this debt. Nevertheless, it is important to point out that we've taken the necessary precautions in order to guarantee the financial strength of our company. Today, we cannot imagine a world without COVID-19, unfortunately. But because -- despite all of this, Umicore has performed quite well in 2020. And our first quarter was quite strong, and the results were higher than the previous year. The best performance was made by recycling, and all of the activities contributed. For instance, precious metals refining was well supplied and the metal prices were high. Trading conditions in precious metals management were also very beneficial. And jewelry and industrial metals faced a very strong demand for gold products for both the investment industry and gold recycling. Catalysis and Energy & Surface Technology also performed well at the start of the year and automotive catalysts and rechargeable battery materials performed better than the underlying automobile industry. Unfortunately, the outbreak of the virus, first in China and later on, from the middle of March, also in other important regions such as Europe and the United States, led to a significant recession in the automobile industry, and this impact was also felt in Umicore's activities regarding auto catalysts and battery materials. The automobile industry is one of the industries that was most affected by the corona crisis. In the first quarter throughout the world, at least 1/4 less cars were produced than in the first quarter of 2019. And the timing of the impact of the corona pandemic differs from region to region, depending on the phase that the pandemic is currently in. In China, for instance, the virus peaked in February. And in this month, the production of automobiles decreased, with 80% with regards to February 2019. But also in March, the production stayed well below the level of 2019 and this decrease was even more pronounced in electrical cars. We see that the current demand for cars in the world is still very weak. Furthermore, in the past months, a lot of stock built -- was built up. And this makes a quick recovery of demand in China very unlikely at this time. Other important regions such as Europe and the U.S.? Well, there our customers or clients, with other words, the car producers, felt the need from the middle of March to implement a number of measures, lockdown measures that is to -- with the consequence that multiple lines were discontinued, were stopped. And this led to a halving of the production in March with regards to 2019. And in the United States, production levels dropped with 30%. And our expectation for both regions is that there will hardly be any production in April either. And also, demand dropped because people in times of recession are not keen on buying a new car. And those that wanted to buy a new car were unable to do so because most of the garages were closed. Gradually, the production in Europe is being started up again, and we expect a similar trend in the U.S. from the middle of May. But even when the production is resumed at a bigger scale and the lockdown measures are discontinued, we still expect that the demand will increase quickly. And why is this? Well, the crisis has had an impact on the purchase power of a lot of our consumers. Umicore, therefore, expects that the production of automobiles for 2020 will be about 25% lower than it was in 2019. And then when we look at the impact of COVID-19 on our different activities in Umicore, it is clear that in Catalysis and Energy & Surface, we -- is impacted most and, respectively, for Automotive Catalysts and Rechargeable Battery Materials, and it's because of corona. We felt the impact in February in China. And a little bit later, we also felt it in all of the other significant regions. Our clients discontinued their production globally since the middle of March, except in China, Japan and Korea. And this forced Umicore to also discontinue its production activities for Catalysis in other -- in the same regions. And we expect that the full impact of the crisis will only be felt from the second quarter on. In other business units, such as Precious Metals Chemistry and Cobalt & Specialty Materials, the demand has also dropped severely because of the COVID-19 pandemic. And then the business group Recycling. The situation there is completely different. The plant in Hoboken and the other recycling plants remained operational. Of course, we abided by all of the necessary precautions regarding hygiene, for instance. But also, we benefited from the current circumstances in the market, such as for gold products in investments industries. A lot of people during crises look for safe havens and then often end up with gold. Despite our strong start of the year, we will notice the impact of COVID-19 on the automobile industry. And this then, therefore, will impact our results in 2020. We currently work with the supposition that the global automobile production will decrease by about 25% with regards to 2019. And therefore, we expect the recurrent EBIT in Catalysis and Energy & Surface Technologies will be well below the level of 2019. On the other hand, in Recycling, we expect a very strong performance in the first quarter. And if current positive circumstances with regards to sourcing continue, we expect that our recurring EBIT in 2020 will be well above the level of 2019. Of course, that is if the metal prices remain stable. It has become very clear that COVID-19 has a significant impact on the world's economy and, of course, also in the automobile industry. It remains, however, very difficult to estimate to -- come with a forecast about the situation and the consequences. So at this time, it is impossible to give any quantifiable prognoses for the group in 2020. Nevertheless, we expect the recurrent EBIT of Umicore to be well below under the level of 2019. In the past, Umicore has proven that it is able to adjust and adapt quickly to market circumstances. And I am convinced that we have taken the correct measures, the correct precautions and that we have the correct priorities in order to struggle through these uncertain times and that we will achieve long-term strategic successes. And I look forward to continue our trajectory of growth after the crisis. In the meantime, we are closely keeping an eye on all of the developments with regards to COVID-19. And it is our commitment, together with you, our shareholders, to inform you about our activities and the measures that we take. I would like to give the floor again to Thomas.

Thank you so much, Marc. If I sum up what was said, 2019 is a year where Umicore invested a lot in its industry equipment, innovation, development of technologies. We developed good market shares in many areas. So it was a good year with good results, not as high as expected from the beginning because we had the issue in China that Marc indicated. But the beginning of 2020 was very good, actually. But we were really hit by the pandemic, by COVID-19 and with all the outcome for the global economy and mainly on the automotive industry, which is one of our main markets. But what's important here is that we need to understand that the world will have to adapt towards a more sustainable development model. And this is very in line with strategic choices of Umicore in the last years, where we really put sustainability at the very core of what we want to do. And even if we will have a few months or difficult quarters to go through like all industry actors like us, our basic principles, our basic choices as a core element of our strategy to really focus on sustainability is something that would make it possible for Umicore to overcome the situation with an intact strategy, a strategy that will be even more pertinent than it ever was. So we can bear trust for the future of our group. A few words regarding remuneration. You got those details in the 2019 report, but -- you have much detail there, but the basic principles of our remuneration policy. It didn't change in recent years. Our policy sets forth a balanced remuneration with a number of elements of fixed remuneration and a variable one. The variable one has 2 parts. One, according to individual performance through the year, so paid by the end of the fiscal year. And then another part that is calculated after 3 years based off a number of financial criteria, return on capital invested as an average on 3 years. So the criteria are simple, but they are quite demanding. And 50% of the variable remuneration is paid out immediately and the rest after 3 years. Another important element of remuneration with Umicore, and again this is our policy for quite some years, is linked with personal -- with the performance of our share on the long term. So we have options on shares that can be valued after 3 years. So these elements of remuneration, to have any value, need to have a performance -- an increase of value on the long run. And then a lower part of the remuneration is direct in form of shares that have to be kept for at least 3 years. So even if the amount of shares has been granted and the performance of Umicore was bad, the executive manager would have less money out of it. And he could sell his shares, but only after a certain time. And then if it keeps it on the long run, the -- we think that he will have an increase of share value. So this is our philosophy regarding our remuneration policy that was systematically implemented for a few years. And there's not much change in that for 2020. You have it on the overhead slide. Increased EUR 20,000 for a CEO and the members of the Executive Committee members on the fixed remuneration. And a remuneration that is similar to shares, but with the rebalancing of things, but no real change for 2020 as such. The detailed figures will be found on this table for 2019. I won't read them. But let me draw your attention on the 2 last lines. The value on share options and granted shares are remuneration elements that will have a real value if the share stays at its level or increases. So it was our wish to have a CEO and an Executive Board who are enthusiastic in managing the group on the long run and that are stimulated with an incentive to do so through the remuneration. So they are all shareholders. So the total amount of shares by the 6 members plus CEO of the Executive Board is an important investment because part of their remuneration goes through the actions -- through the shares, sorry. But you see that they kept the shares, which show that they trust the group and they are very close to the group. Regarding the Board, the remuneration system is simpler as the remuneration is partly fixed depending -- and partly depending on the number of meetings the members attend. Part of this remuneration has -- is also granted for shares. And in the past, they had to keep them for a number of years. But with the new company governance code, the Belgian Code of Governance, we will ask the Board members to keep their shares until the end of their mandate. So it also implies that they are also long-term shareholders. And this will be reflected in their vision, in their involvement and in their action in the company. So these are the main elements of our remuneration policy. You have more than 10 pages of details in the manual so you can read it if you would like to have more detail. So this was about our explanations.

We can now come to the questions. Every year, we have live interaction with you, which is not possible this year. That is why we ask all the shareholders to ask their questions in writing. We received a few, not so many, unfortunately. But Marc and I will answer them to the best of our knowledge. So the questions are in French so we will answer in French. Can you have a comment on the rest of dividends to pay for 2019? Marc already alluded to this. There is 2 reasons for that. We want to be cautious. We had this decision to delete the dividend complement when the COVID tsunami ran over the world. So today, we are uncertain. And we consider that considering this environment, it's better to be on the safe side and to keep as much cash flow as possible in order to face our obligations and also to be able to react to opportunities that might appear in the future. So considering the uncertainties, we thought that it would be wise to keep it. On the other hand, this also reflects our solidarity between all stakeholders. The staff of Umicore has to deliver much efforts. Many are temporarily unemployed or technically unemployed depending on the system in the world. Like Marc said, in some areas, the mills are on hold totally, and it has a very strong impact on staff. So we considered that it was just logical that our other important stakeholders, our shareholders also contribute in this collective effort. And the money is not wasted. It's still in the company. It will allow the company to face the challenges that come with this difficult times. And I do hope that in the short future, we'll be able to resume payment of dividends. Second question was about the fact that in some companies, shareholders have a possibility to receive their dividends paid in cash or as shares. And the question was, could we have this in the future? Obviously, up to now, this option was not considered for 2 main reasons. Well, we -- there was little demand in that respect in the past, and it seemed that it was not very much -- not really interesting for many. And it also would lead to a number of technical complication that can be overcome, but that was maybe too complicated considering that there was little interest for this system. That's why we did not consider it up to now and do not consider it for the future. But if the environment changes and if many shareholders would request this, we could reconsider our position. But so far, we don't think that this is necessary. And well, you can always take the cash that you receive for your share and buy new shares with it. So -- and for the third question, I will give the floor to Marc even if he already answered it at large. So information regarding the impact of COVID-19 on Umicore activities for 2020 and especially the first quarter.

As I indicated, the impact for Umicore is quite significant. The automotive sector is an important market for us, and this market is seriously hit by this crisis. So we may reasonably consider that the upsurge of the automotive industry will be slow because people can postpone easily to buy their new car. When people have income issues, new cars are not a priority. So our materials for catalysts and for batteries are more at stake in the situation due to the development of the automotive sector, whereas the other activities will be more generally impacted by a possible recession or general economic situation rather than by individual elements. The short-term impact of -- on our operations, there, we see that the catalyst activities is really impeded because many of our clients had to put their assembly chains on hold in Europe, South America, India, Southeast Asia, et cetera. Hence, Umicore also had to close their own production units for catalysts in these areas, in these regions. But we see light shed by -- in the night. And we may also be optimistic in this rather difficult context. We have reasons for hope. We see that some governments are about to alleviate confinement measures and do prepare de-confinement and the recovery of consumption and economy. And a number of our clients have already announced that they would restart automotive production. It's still limited, but it is a positive sign for the future. So a significant impact for Umicore. But as I said, it is impossible to forecast what the future holds in a reliable way and what the -- this fiscal year will bring because we cannot expect what the demand with our clients will be. So the last question that was asked was about the solidarity with the victim of the pandemic. And part of the question was, what do we intend to do regarding the cost of the non-reception because we don't -- we -- well, there was not the cost of our meeting because we are together in a virtual way. Well, unfortunately, we do not save real money in not having you here because we invested quite a lot of money to organize this virtual meeting, and I would like to thank the technical team for their support. So the means that we had to rent are -- were pretty expensive so there is no saving stemming from the non-live gathering. The second part of the question was the setting up of a solidarity fund for the staff that would be hit by the pandemic. We didn't think that this is necessary because right from the start, Umicore has implemented all necessary measures to financially support all staff that were severely hit by the pandemic and all our colleagues who, unfortunately, are in temporary unemployment today. So there are a number of means to do this, and Thomas alluded to this. So there are other ways of solidarity like sharing the efforts amongst stakeholders, including the shareholders, and paying the remainder of the dividend. Umicore did everything that was needed from the very beginning to make sure that we could go through this crisis correctly without having to suffer too much, financially speaking. So that was the answer to the last question that was asked, Thomas. Thank you.

Thank you very much. Indeed, there weren't that many questions, but I think that, that is also due to this new way of working. And I hope that it's not going to be a habit that we have to organize our meetings in this way. I don't think so, and I hope that our next meeting, we will be able to meet you in person again. We can now continue then with the more formal side of this Shareholders' Meeting and continue with the rest of the agenda. First of all, the attendance list. According to the documents deposited, it appears that the Shareholders' Meetings were validly convened and that all the shareholders who participate in these meetings either through voting forms or by means of proxies have duly complied with the admission formalities. According to the attendance list, a total number of 176,066,664 shares are represented. Since each share entitled to 1 vote, a total number of 176,066,664 votes have been cast at the present meetings considering that Umicore has presently 246,400,000 shares in issuance. And Umicore held on the 16th of April 2020 6,159,433 owned shares on the registration date, which is almost 2.5% of its capital, which are not entitled to vote and are, therefore, not taken into account for the calculation of the attendance. We can state that 73.29% of the share capital with voting rights of Umicore is represented at these meetings. That's an absolute record over the last couple of years. We've done a lot of work to try and convince as many shareholders as possible to be present or to be represented and at least, to cast their votes at these Shareholders' Meetings, and I'm really very pleased to see that, that number is going up. And that this year, the percentage is really very high that almost 3/4 of all shares are represented at this meeting and that they can express their views on the policies of the company. So I can, therefore, state that these meetings are validly constituted for dealing with the various items on the agenda to be validly adopted. Resolutions on items on the agenda of today's ordinary and Special General Meetings require an ordinary majority of the votes. Due to the amended participation modalities announced by Umicore on the 21st of April 2020 in light of the COVID-19 pandemic, all votes have already been cast prior to the General Meetings either by postal voting or by proxy voting. So there's a little bit less suspense in this meeting because we have already counted all your votes. All those have, therefore, already been processed and no other votes will be cast during these meetings. I will now deal with the various items of the agenda. And we start with the annual report of the Board of Directors and the report of the statutory auditor on the statutory annual accounts for the financial year ended on the 31st of December 2019. Since copies of the report on the statutory annual accounts were made available, I will not read them out here. I can also inform you that the works councils received all the information they requested on these reports at the briefing meeting on the year's result, which was held on the 23rd of April 2020. Then we continue with the approval of the remuneration report. The remuneration report, which is included in the corporate governance statement in the annual report, I'm not going to read that out again. This motion has been passed with 143,548,198 votes in favor, 30,531,619 votes against and 1,986,847 abstentions. So that means that this motion has been passed. Approval of the remuneration policy. Here again, I will not read this policy since it was made available to the shareholders prior to this meeting. It is understood that if today's extraordinary Shareholders' Meeting approves the proposed adoption of a 2-tier Board structure as provided in the new code, the remuneration policy shall apply mutatis mutandis to the members of the Supervisory Board, i.e., the provisions currently referring to the Nonexecutive Directors and to the members of the management Board, i.e., the provisions currently referring to the CEO and the other members of the Executive Committee. This motion has been passed with 142,872,373 votes in favor, 31,207,444 votes against and 1,986,847 abstentions. Third resolution, the approval of the statutory accounts for the year ending 31st of December 2019 and the proposed result appropriation of EUR 209,257,716.47. As detailed in the agenda, the result -- the profit to be appropriated stands at EUR 471,861,690.64. As a matter of prudence and in knowledge of the extreme unpredictability of the global situation, the Board proposes a gross dividend of EUR 0.375 per share in respect of the full financial year 2019 considering the gross interim dividend per share was already paid out in 2019. So no balance or final dividend will be paid. This means that the above profit to be appropriated in the amount of EUR 471,861,690.64 will entirely be carried forward. This motion has been passed with 172,684,243 votes in favor, 460,863 votes against and 2,921,558 abstentions. So that's a very big majority in favor. Regarding the consolidated accounts. Those accounts are at the disposal of the shareholders, and I'm not going to read that through. I would also like to point out that all counselors have received all the requested information during the meeting that I already mentioned. I will not talk about the discharge of the members of the council. So I do suggest for this proposal the meeting grants full discharge from liability to the directors for the performance of the mandate in 2019. This motion has been passed by 165,166,323 votes in favor, 4,127,896 votes against and 6,772,445 abstentions. Fifth Revolution (sic) [ Resolution ]. My suggestion is that the meeting grants full discharge to the statutory auditor the performance of its mandate in 2019. Motion adopted and passed with 164,578,595 votes in favor, 3,925,909 votes against and 7,562,160 abstentions. Regarding the Board and the composition of the Board. The mandates of Mrs. Ines Kolmsee, Mrs. Liat Ben-Zur and Mr. Gérard Lamarche expired at the end of this -- or the present ordinary Shareholders' Meeting. Mr. Gérard Lamarche has indicated he does not stand for reelection. So it is proposed -- the following is proposed. Mrs. Ines Kolmsee stands for reelection in the Board for a 3-year period ending at the end of the ordinary general assembly 2023. The criteria to retain, and we also suggested it, retained -- [ she asserts ] her independence are those set forth in Article 3.5 after 2020 Belgian Code on Corporate Governance. Voting results. Motion passed with 174,121,752 votes in favor, 1,739,863 votes against and 205,049 abstentions. Mrs. Liat Ben-Zur stands for reelection. And the Board, acting upon recommendation by the Nomination and Remuneration Committee, proposes to reappoint her as Independent Director for additional terms of 3 years expiring at the end of the Annual Shareholders' Meetings of 2023. Same criteria for the independence. Voting results, motion passed with 175,490,952 votes in favor, 370,663 votes against and 205,049 extensions. Eighth Resolution. The Board, acting upon recommendation by the Nomination and Remuneration Committee, proposes to appoint Mr. Mario Armero as a new Director of Umicore for a period of 3 years expiring at the end of 2023 Ordinary General Meeting. This resolution and this motion was passed with 172,340,901 votes in favor, 3,520,714 votes against and 205,049 abstentions. So would you wish a very warm welcome to Mr. Armero because he -- this motion was passed by a very large majority. If accepted, the dual governance, such as pursuant to Article 10, Mrs. Ines Kolmsee, Mr. Armero and Mrs. Liat Ben-Zur will become members of the supervisory council. Pursuant to Article 10 of the articles of association, the Board of Director proposes to set its remuneration for 2020 financial year as indicated on slide representation -- presentation. The proposed remuneration has undergone a few changes vis-à-vis the remuneration approved in 2019. It has -- as far as the attendance fees of foreign-based directors and Board committee members are concerned, a distinction is now made between physical attendance. So the amount of fees identical to those approved for 2019 and the attendance is by means of tele and video conference, which will be submitted to lower fees. With regard to the share of grants, the Board members are now required to keep their shares until 1 year after they have left the Board of Directors and at least 3 years after the grant date, as imposed by the 2020 Belgian Code on Corporate Governance. Since the full remuneration proposal was made available to shareholders prior to this meeting, I will not read this proposal again. However, it is understood that if today's extraordinary Shareholders' Meeting approves the proposed adoption of the 2-tier Board and the dual Board structure as provided in the new code of companies and governance and associations, the amount -- the above remuneration will apply to the members of the Supervisory Board and its committees. Results of the voting, the motion passed with 175,336,175 votes in favor, 713,762 votes against and 16,727 abstentions. Tenth Resolution. The mandate of the statutory auditor, PricewaterhouseCoopers Réviseurs the -- expires, sorry, at the end of the present ordinary general meeting upon recommendation of the Audit Committee and upon nomination by the works council is proposed to renew the mandate of PricewaterhouseCoopers, represented by Mr. Kurt Cappoen, as statutory auditor for a duration of 3 years up to and including the ordinary Shareholders' Meeting of 2023. The Board of Directors also proposes to fix the remuneration of the statutory auditor for the financial year 2020 through 2022 at EUR 476,029 each year. The amount will be indexed each year on the basis of the evolution of the Consumer Price Index, health index. The results of the voting, passed with 153,411,306 votes in favor, 22,653,631 votes against and 1,727 abstentions. We will now tackle the special general meeting with only one resolution to approve -- which is to approve a change of control provision. On June 18, 2029 (sic) [ 2019 ], Umicore, as an issuer, signed a net purchase agreement, a U.S. private placement, which is a certain kind of investment with several investors as purchasers. One of the provisions and clauses of the above agreement, which is clause 8.10, entitles all the holders of the notes issued under a note purchase agreement to have the entire unpaid principal amount of the notes prepaid by Umicore at par as the case may be in the event of swapped notes with or less the net loss in respect to the net gain, as defined under the above agreement, including accrued interest in the event that, one, any person or group of person acting in concert gains control of Umicore; and two, specific rating requirements for the issued notes are not met. So those people actually gave us money alone, and they trusted the company as it is a governing director for the moment. But they do have the right to require a reimbursement in the conditions that I just mentioned if there were to be a change of control and change of management. Pursuant to article 553 (sic) [ article 556 ] of the old companies code as applicable in 2019 when the note purchase agreement was signed, such a contractual change of control provision must explicitly be approved by the General Meeting of Shareholders. And here are the results of the voting. The motion was passed and has been passed with 175,079,787 votes in favor, 983,150 votes against and 3,727 abstentions. We have reached to the end of the agenda. I do suggest that we do now wait a minute, and we are now going to proceed with the extraordinary General Meeting. I now give the floor to the notary, who is going to read the agenda.

Thank you, Mr. Chairman. The ordinary Shareholders' Meeting has the same list of presence. The quorum is achieved. We do have a quorum of more than half. You mentioned the 176 million shares represented. We do require 3/4 of the votes for the resolution of the extraordinary meeting and the simple majority for the other 2 resolutions. The first resolution is the resolution by which the assembly decides to modify the [ articles of association ] to modernize them without modifying the capital and the closing dates. And the assembly decides, nevertheless, to adopt a dual assembly such as foreseen by articles 724 (sic) [ articles 7:104 ] and followings. Resolution also continues mentioning the modification -- the extreme modification challenges. This was also published and sent in the letters. I'm not going to reiterate. It has been approved by 176,643,000 (sic) [ 176,060,441 ] in favor. So the motion was passed. [Audio Gap] And this was forth from the code. And Marc Grynberg, who will be the Chair of the Executive Board in his current capacity as CEO. And for all clarity, the appointment of the President and the members of the Executive Board will fall under the purview of the Supervisory Board. And this decision is adopted by 159 million votes and 41 (sic) [ 159,845,441 ] votes in favor, 15,311,502 votes against and 909,721 votes in abstention. The final resolution is the giving out of proxies of powers for the office to handle all of the administrative changes, the changes that were proposed by the assembly. And this was also adopted with 176,570,039 (sic) [ 176,057,937 ] votes in favor, 1,727 votes abstentions.

And thank you. That means that this extraordinary meeting has also ended. And the only thing that remains for me is to thank you for your presence, for your votes. And of course, I hope that we will be able to welcome you again here in -- on these premises and that we can welcome you in person. I hope, nevertheless, that you were able to gather a lot of knowledge, a lot of knowledge with regards to the future, the strategies that we're adopting. And I would like to thank you again for following, for participating in such great numbers. I wish you all a very good health, and I hope to see you again here next year. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]