Uniper SE (UN0) Earnings Call Transcript & Summary
May 20, 2020
Earnings Call Speaker Segments
Klaus-Dieter Maubach;Chairman of the Supervisory Board
executiveGood morning, ladies and gentlemen. As Chairman of the Supervisory Board of Uniper SE, I will chair this meeting in accordance with the Article Association, and I hereby promptly at 10 a.m. open this year's annual General meeting of our company. On behalf of the Supervisory Board and the management board, I would like to extend a very warm welcome to you, our shareholders, shareholder representatives, the representatives of the media as well as all of the viewers who are following today's Annual General Meeting via video and audio transmission on the Internet. Ladies and gents, before I make further introductory remarks, I would like to briefly introduce myself. My name is Klaus-Dieter Maubach. I was appointed by order after Dusseldorf District Court as a full member of the Supervisory Board of Uniper SE on the 17th of April 2020, with effect from the same day, and I was elected as Chairman of the Supervisory Board at an Extraordinary Meeting of the Supervisory Board on the 22nd of April 2020. I will explain the changes in the Supervisory Board in detail during the course of the general meeting. Ladies and gentlemen, I would have liked to welcome you personally to our Annual General Meeting of the Congress Center Dusseldorf. However, the special circumstances do not allow for it this year. As you have gathered from the invitation to today's general meeting, in view of the spread of the coronavirus, the management board, with the approval of the Supervisory Board, has decided to conduct today's Annual General Meeting as a virtual AGM, i.e., without the physical presence of shareholders and their proxies. Uniper is thus making use of the German Act on measures in Corporate Cooperative Association, Foundation and Home Ownership law which is recently created in the wake of the coronavirus crisis in order to combat the effects of the COVID-19 pandemic, under which companies in the legal form of the European company, the Societas Europaea SE are able to hold general meetings in 2020 on a purely virtual basis. Now due to the existing contract restrictions, we've also limited the number of participants here at the Congress Center in Dusseldorf. Personally present from the Supervisory Board alongside me is [ Mr. Harald Zagat ], Deputy Chairman of the Supervisory Board. The other members of the Supervisory Board are connected via the Internet and have the opportunity to communicate with me and the members of the management board present here. From the Board of Management, I would like to welcome the Chairman, Andreas Schierenbeck, who is going to address you personally in a minute as well as the Chief Financial Officer, Sascha Bibert. Our Chief Operating Officer, David Bryson is also connected via the Internet. He can contact me and the management members present here. Dear David Bryson, a very warm welcome to you as well. Good morning, [Foreign Language], good morning shareholders. Also present in person is the notary public, [ Dr. Hauschild ] who will take the minutes at today's general meeting. In addition, a person pointed by the company is present in this room. Holding today's AGM as a virtual AGM ensures that we're protecting the health of you, our shareholders, our employees, and our service providers in the best possible way during the current coronavirus pandemic. By conducting a virtual Annual General Meeting, we're also ensuring that you, our shareholders can cast your votes on the upcoming important resolutions on today's agenda at the originally planned time and canvas, providing that the relevant resolution passes, also receive your dividend in good time. Now we are aware that holding a virtual Annual General Meeting is, by definition, also associated with the restriction of shareholders' rights. In particular, this year's Annual General Meeting does not provide a further opportunity for a discussion between the Supervisory Board, the management board and the shareholders. However, Uniper places particular emphasis on ensuring that the rights of shareholders are safeguarded even in this virtual format. And for this reason, the company has opened up numerous possibilities for you to exercise your shareholder rights appropriately within the limits of what is legally permissible and technically feasible. Your voting rights can be exercised by you or your representative by absentees or via the person appointed by the company. Registered shareholders were also able to submit questions to the company ahead of the meeting. We will answer your questions today following the speeches by Mr. Schierenbeck and myself. Ladies and gentlemen, we, therefore, assume that by holding this virtual AGM, we're also acting in your interests, and thank you for your understanding for the measures we've taken. In addition, I would like to take the opportunity to thank all those who are involved in preparing and conducting this annual General meeting. Let us now proceed to the formalities. At this point, I would also like to give you some additional information on the conduct of today's virtual Annual General Meeting. This year, we will again offer a simultaneous translation of the entire general meeting from German into English. You can select the preferred language on the website. I confirm that today's AGM is convened in due time in form by announcement in the German Federal Gazette on the 27th of April 2020. All publications in connection with convening this AGM, including the necessary documents, have been available on the company's website since this general meeting was convened, and they're also available here today in the meeting room. [ Virtual ] republic has confirmed this. This also applies to the curricula of the recently court appointed Supervisory Board members who have been proposed for election as members of the Supervisory Board. The brochure containing the agenda and the proposed resolutions were also sent to you. No additions to the agenda were received. The Association of Ethical Shareholders, [ Koln ], has sent a countermotion to the company, which has been published accordingly by the company. On the website of Uniper SE, we've also provided information on the handling of personal data of Uniper SE's shareholders. The notary public, Dr. [ Hauschild ] will add a copy of the documents, convening the AGM with the agenda and the detailed resolution items to the minutes as an attachment. Ladies and gentlemen, I hereby declare that the Annual General Meeting has been convened in accordance with the law and the Articles of Association. This year, we're again keeping a list of participants. This list is currently being prepared. Changes that occur during the course of the meeting will be continuously monitored. As soon as the list is complete and we receive the first attendance count, I will be glad to inform you about it. If changes occur during the course of the meeting, I will also inform you of the updated attendance figures again before the results are announced. Ladies and gentlemen, following my introductory remarks as well as reports by the management board and Supervisory Board, we will respond to questions submitted by the shareholders in due time. After the questions have been answered, we'll proceed to the vote on the agenda items and the adoption of resolutions. Ladies and gentlemen, first, a few notes on voting. Voting for today's virtual general meeting is possible by absentee voting, i.e., via letter, fax or e-mail or by entering votes in the online service for shareholders. And via the persons appointed by the company until the time at today's Annual General Meeting when I close the voting on the agenda items. I will announce the closing of voting in advance. Until voting is closed, you may also change your vote in the ways described above. I will remind you again about voting at the appropriate time, but I'd like to ask you now to submit your votes in good time. Information on how the exercise -- how to exercise voting rights can also be found in the invitation and on the company's website for the Annual General Meeting. The person appointed by the company will vote on the individual agenda items in accordance with your instructions by releasing the votes sort in the system. The absentee votes received in time will also be taken into account when determining the voting result. The voting process and the counting of votes will be supervised by the notary public who has checked the technical requirements for the ballot in advance. Ladies and gentlemen, before we proceed to the agenda, I would now like to, as announced, give you a first overview of the attendance at this virtual General Meeting of Uniper SE. I've received the attendance figures. 360,295,988 [indiscernible] value as represented. This is 86.43% of the share capital. In addition, there are postal votes, 1,398,427 votes which means that in total, there are 370 694,415 votes, which is 86.81% of the company's share capital. We're very happy to see that so many shareholders are following today's Annual General Meeting via the live stream on the online service. Ladies and gentlemen, we can now proceed to the agenda, which this year, consists of 8 items. You are familiar with these from the invitation brochure, and you can see them there. So I will be brief in this respect. Agenda item 1 consists of the presentation of the annual report and consolidated financial statements of Uniper SE for the financial year 2019, together with the combined management report for Uniper SE at the Uniper Group and the report of the Supervisory Board. Therefore, I will now gladly give the floor to the management board to report on the performance of the company. Mr. Schierenbeck, please take the floor.
Andreas Schierenbeck
executiveLadies and gentlemen, Uniper shareholders, a warm welcome to you all from me in my capacity as Uniper's CEO, and on behalf of the entire Uniper Management Board. This is the first Uniper Annual General Meeting to be held not as a face-to-face event, but exclusively online. This is because of the public regulations, the ordinances to contain the COVID-19 pandemic and the assembly bounds issued in March and April 2020. And the member of the management board and of the Supervisory Board are therefore, at various locations today. They're linked virtually, but closely. Uniper was one of the first companies in Germany, along with Allianz, Bayer, BMW and RWE -- Munich Re to decide to make use of the option recently created by German federal government to hold AGMs online. This enables us to ensure that you, our shareholders, receive information about your company quickly and at firsthand, even in times of uncertainty. Ongoing dialogue with all of our shareholders is important to us. Next year, we want to return to a face-to-face AGM. That said, the online AGM's new format also has obvious striking advantages for us, and it's something that we can live with. However, it hasn't yet been decided how AGMs will have to be held next year. Also, this is my first AGM as Uniper's CEO. Your Uniper has changed very much since the AGM in 2019 in Düsseldorf. Last year, the entire management board team has been reassembled. After the resignations of Klaus Schaefer and Christopher Delbrück, last summer, the 2 Board members responsible for the operating side of the business, Keith Martin, Eckhardt Rümmler, announced their intention to resign as well. Sasha Bibert and I assumed our new roles as CFO and CEO on the 1st of June 2019. In October, David Bryson was chosen to succeed Eckhardt Rümmler. Keith Martin, ended his service at the end of April and will be replaced by Niek den Hollander, who will join the Board effective as of the 1st of June 2020. And would like to express our warmest thanks to Keith Martin and Eckhardt Rümmler for the hard work for our company, particularly in difficult times. Last year, after the resignation of Klaus Schäfer and Christopher Delbrück, they took on initial duties. Both therefore, played key roles in ensuring that Uniper could continue to operate successfully, even in difficult times. Their outstanding work was also crucial to Uniper's founding. These personal changes on the management board are obviously a turning point for Uniper. Together, we're now writing new chapter for Uniper. Shareholders, I can assure you, clearly, that for us, the new management board team, being entrusted with the responsibility for the company and its employees, motivates us to work together to lead Uniper successfully into the future. Our objective is to help shape the evolution of the energy world and to pave the way for sustainable energy supply. Protecting and preserving natural resources must be our guiding principles, our mission. The close link between the health of humans and ecosystems is something we're currently experiencing in the corona pandemic. The virus knows no borders. It therefore affects our company, which is active in over 40 countries and employs about 11,500 people in a special way. Uniper is a company that operates critical infrastructure. This makes us systemically relevant or key workers in the true sense of the term. That's why we need to protect ourselves and our employees very carefully because together, we play an indispensable role in keeping the lights on and shining. Protecting our employee's health comes first. We're proud of the work being done by the teams at our operational sites and the colleagues working in office-based functions. Without the energy industry, doctors, hospitals or even nursing homes couldn't do the great job they're currently doing each and every day. Uniper responded early and swiftly to the new challenges. Earlier on, we stopped allowing visitors to our power stations and where possible, limited deliveries. To the [indiscernible] possible, teams make shift changes without direct contact with each other. Where feasible, employees have been working from a home office. This has enabled us to keep the number of infected colleagues very low. So I'd like to thank all Uniper employees, whether they work in a power station, in a gas storage facility, in energy trading rotor HQ. We also benefit from an IT infrastructure and HR processes, that are already largely geared towards flexible and mobile work thanks to state-of-the-art cloud solutions. Its particularly in times of crisis, we learned to appreciate the importance of our shared Uniper way. Cohesion is Uniper's strength. Together, we'll emerge from this crisis too and tackle the challenges. We can expect the economy to enter a deep recession, one that will be much more severe than that of the 2008, 2009 financial crisis. Economic research institutes predict that Germany's gross domestic product will shrink by more than 10% in the second quarter of 2020 alone. This would be the sharpest decline in 50 years. Even the most optimistic case for full year 2020 is for Germany's GDP to contract by more than 4%. Europe's will decline by at least 5% to 7%. The implications of the corona crisis are not foreseeable. Perhaps economic recovery will be rapid, as the International Monetary Fund currently forecasts. We must prepare ourselves, however, for the possibility that the crisis will have profound repercussions and that it may take many years for Europe's economies to recover from the setbacks and begin to repay their significant new debt. The coronavirus crisis also highlights the European economy is close interdependence. Every day of lockdown in a big country like Germany, destroys EUR 30 billion to EUR 50 billion of value. In other European countries, it's between GBP 15 million and EUR 30 billion. We can only hope that the medical and pharmaceutical industries will quickly develop effective drugs and vaccines to prevent a resurgence of the pandemic, a second wave that is. The answer to the question of how quickly and how robustly we will emerge from this crisis, it will also be decisive how long and how strong it's effects will be felt in energy markets. The effect on electricity and gas prices is currently significant. The price declines on the day ahead electricity market are particularly sharp, reflecting the steep drop in electricity demand brought on by the slump in industrial activity. The prices we're seeing in our day-to-day business are lower than they've been since 2006. This won't have an adverse impact on our P&L in the short-term because we forward sold our electricity output for this year well in advance. Thanks to our power hedging, prices are largely at the previous year's level. Forward prices in Germany are rising slightly from EUR 46 per megawatt hour in 2020 to EUR 49 per megawatt hour in 2021. In Scandinavia, forward prices, however, are stable at EUR 28 per megawatt hour. Although the forward markets for electricity are comparatively stable, they're also under pressure. This has been exacerbated in recent weeks by the price war on international oil markets, which has led to a 40% drop in oil prices and at times, even negative prices. Alongside, gas prices have tumbled as well. In particular, the decline in electricity demand and gas prices has put downward pressure on the utilization of coal-fired power plants. Low demand has also reduced the price of carbon allowances by about 1/3. Amid all these effects and despite the dramatic decline in GDP this year, a number of economic research institutes expect a rapid recovery to be possible as early as next year. Well let's hope they're right. Personally, I'm convinced that the wave in business post corona will be different. Many developments of the past few years will be put to the test. The experience of recent weeks has led many countries around the world to reflect on the value of society and community. Public services will be revisited, not just companies that operate key energy infrastructure, but also hospitals, care facilities and supermarkets. Being there for others every day, it's not a mere commodity, but it's a valuable service to the community. And the same applies to the work that your Uniper does. Ladies and gentlemen, in recent months, Uniper's Supervisory Board and management board have been reorganized. We've adopted a new strategy, and the shareholder structure has changed fundamentally as well. In October 2019, Fortum informed us and the public that it had signed agreements to acquire more than 20.5% of Uniper stock from 2 other shareholders, Elliott and Knight Vinke. The closure of this transaction would increase Fortum's stake in Uniper to more than 70.5%. According to Fortum, closure-required approvals in Russia, or other grounded are no longer necessary. Fortum closed the transaction with Eliott and Knight Vinke on the 26th of March 2020, giving it 69.6% of Uniper's stock. It announced the acquisition of another tranche from Eliott and Knight Vinke on the 8th of May 2020. So Fortum now owns 73.4% in Uniper and is also its majority shareholder. After closing the acquisition of the additional stock, Fortum, of its own accord, clarified that it will not seek a control and profit and loss transfer agreement prior to the end of 2021. This also includes not attempting a squeeze out of minority shareholders during the same period. Consequently, Uniper is no longer an independent company, but it's still a separate public listed Germany-based company that's committed to the interest of all shareholders. This results in additional obligations for both companies to ensure that the legal rights of minority shareholders in publicly listed companies are protected. Uniper SE almost has 30% of such shareholders. The centerpiece of our new strategy, Empowering Energy Evolution, is to propel the transition of the [ energy towards ] carbon neutrality. Fortum has made it clear that it emphatically -- strongly supports and backs this strategy. The Uniper management Board welcomes the fact that Fortum, a new majority shareholder, supports our strategy and that in this area, we're pursuing the same objectives. The strategies of both companies include significant contributions to climate protection and resource efficiency in the markets. We're, therefore, in a continuous constructive dialogue with Fortum's leadership. We already identified joint projects and initiatives a year ago and anticipate that together we'll now continue and deepen this process. All these projects must and will benefit both Uniper and Fortum and the shareholders and all employees. We agree that this approach will lead us into a successful future. Both companies will benefit from it in the long term. Ladies and gentlemen, on the whole, we're very satisfied with how our operating business performed last year. We exceeded our financial targets, raised these targets in November due to the prospect of a particularly good fourth quarter. We then met this adjusted forecast. That goes to reconfirm that Uniper is a success story has been one ever since its founding in 2016. We told you at last year's Annual General Meeting that 2019 would be a transitional year for Uniper's cash flow and earnings. Well, as you can see, despite this transition, we exceeded our targets. That was down to hard work. We are delivering on our promises. Uniper posted an adjusted EBIT to the tune of EUR 863 million in the fiscal year 2019 at the prior year level of EUR 865 million. Our zero carbon hydro electric and nuclear power stations were among the factors that had a positive impact on adjusted EBIT. Higher power prices and output enabled these assets to earn more than in the prior year. Our business in Russia and the reinstatement of the U.K. capacity market were also additional positive factors. Earnings were adversely affected, primarily by a nonrecurring of a number of positive one-off items recorded in 2018 and by lower output at certain power stations. Our unadjusted net income percent IFRS was particularly positive. We recorded net income of EUR 644 million in 2019, which compares with a net loss of EUR 442 million from '18. The increase is mainly attributable to positive effects from the marking to market of commodity derivatives that we used to shield our power and gas business from price fluctuations. Our 2019 numbers reflect our very positive performance and demonstrate that we have the right strategy. The capital market also confirms that we're on the right course, that we're on track. Uniper stock trended steadily upward last year. It outperformed both the STOXX Europe Utilities and MDAX indices. Alongside the ongoing takeover speculation, our reliable dividend policy naturally played a major role here. Adjusted funds from operations, which until the end of 2019, was our key performance indicator for assessing our dividend potential, rose significantly from EUR 756 million in 2018 to EUR 932 million in 2019. Effective the current fiscal year, we'll introduce adjusted net income as an additional KPI. Shareholders, we promised you that we would increase the dividend by an average of 25% annually for the period between 2016, 2020. We're keeping this promise, too. The payout for the 2019 fiscal year is to be 28% higher than for 2018. Because today, we're proposing a dividend payout of EUR 421 million in total. That's EUR 1.15 per share, which compares with EUR 0.90 in the prior year. And despite the uncertainties created by coronavirus, we play to remain -- we plan to remain a reliable dividend payer. This is reflected both in today's proposed dividend for fiscal 2019 and our dividend target for 2020, which we continue to stand by -- to stick to. Our rating has been under credit watch since Fortum announced that it was going to increase its stake. Fortum has always tried to safeguard both companies' ratings, which we appreciate. We have a solid investment-grade rating of a BBB, but are in constant communication with the rating agencies and continue to do everything we can to maintain our stable ratings and thus to keep our financial situation stable. Ladies and gentlemen, Uniper is on track. Our strategy is working. We have a strong market position both in Europe and at our business units outside Europe. Our strategic objectives are clear: we want to steadily increase the proportion of zero carbon energy in our power generation portfolio; we intend to gradually convert our gas supply to green products; and considerably expand and propel the hydrogen economy. All of these objectives actively helped to reduce carbon emissions and strengthen supply security. We're working with our customers to design individually tailored solutions for them that increase energy efficiency and lower carbon intensity. So in short, we're working as hard as we can to reduce greenhouse gas emissions to develop innovative technologies of the future to maintain security supplies and actively contribute to sustainable economy and a greener society. This strategy is based on our strong team. With a low employee turnover ratio, and the small number of sick days are indicative of our strong team spirit, which makes us on the management board, very proud. Further evidence is provided by the fact that this past January, Uniper was ranked in the top 1% of Germany's leading employers. We're doing it together. The current coronavirus crisis will lead to new understanding of business and society to new collaboration and partnership between government and companies. A government providing guidance is important for maintaining public order and delivering public services. It can provide security. But in the long term, it can't replace the dynamics of economic activity. Right now, all of us are particularly dependent on the dynamics of medical and pharmaceutical research to find medications against the pandemic as quick as possible. Once the corona crisis will be over, the climate challenge won't have disappeared. There is no vaccine for it. Consequently, climate protection will quickly become one of the most important items on the political agenda again. Steps to enhance climate protection, such as the systemic expansion of the hydrogen economy can also be effective in promoting rapid economic recovery. The European Commission's new green deal demonstrated clearly that the European Commission intends to achieve climate neutrality by 2050, an agreement important interim steps for the decade ahead. Uniper's corporate strategy supports this objective. The energy industry accounts for around 1/4 of global carbon emissions. Since 2019, our industry has reduced its emissions disproportionately though. Our ambition must be not only to maintain this pace setting role, this pioneering role, but to accelerate it. Global trends provide the context for actions. The global population will increase by around 25% by 2040 as will the demand for energy. The demand for power and gas will rise as well, even if COVID-19 has temporarily slowed down this trend. Uniper is one of Europe's largest power producers, one of the largest power and gas traders in Europe and worldwide and one of Europe's largest operators of gas storage facilities with facilities in Germany, Austria and Britain. We're superbly positioned to utilize these global trends for our business success. Uniper is a young company that's been around for less than 6 years. But we have decades of experience in the energy sector, like hardly any other energy company, Uniper embodies the energy transition, supply security and customer-centricity. Our many years of experience, including those of our predecessor entities, and our new strategy make Uniper one of the most important architects of the new energy future. We're giving our course ahead a clear purpose: Empower Energy Evolution. We've set clear and binding targets. For that purpose, we're aiming for our European generation segment to reduce its annual carbon emissions from today's 22 million metric tons to net 0 by 2035. We intend for our businesses outside Europe, in line with our respective policy and regulatory environment, to achieve the same by 2050 at the latest. But our ambition is to be faster there as well. I'm going to talk about 5 key ingredients that will enable us to achieve our strategic objectives to make Uniper a pace setter, a pioneer of Europe's energy transition. First, exit coal. Zero carbon power generation accounts for a steadily increasing share of our generation portfolio. Key contributions come from hydroelectric and nuclear capacities in Europe and from the long-term power purchase agreements, PPAs, we've included with wind and solar farms in northern and southern Europe and the U.S. We're also systematically phasing out coal power in Europe by closing nearly 80% of our coal-fired capacities by 2025. This is a key module of our Empower Energy Evolution strategy. Our last coal-fired powered stations in the U.K. and the Netherlands will go off-line by 2025 and 2030, respectively. In Germany, the Coal Commission's proposals and the draft of the Coal Phase Out Act are paving the way to end coal-fired power generation by 2030 at the latest. Uniper has always stated clearly that it wants to play a constructive role in this. We have a clear road map to exit coal and to further transform our company. We intend to close just under 3,000 megawatts of coal-fired generating capacities in Germany. This, along with the commissioning of the highly efficient Datteln IV plant, will enable us to reduce our carbon emissions by another 40%. 3 generating units at Scholven and the Wilhelmshaven coal-fired power station will be shut down by the end of 2022. These units have an aggregate installed capacity of 1,500 megawatts. Another 1,400 megawatts of capacities will be closed at Staudinger and Heyden power stations by 2025. And we intend to operate Datteln IV, one of the world's most technologically advanced and efficient coal-fired power plants, until 2038. Just to illustrate that with a number, when co-generating heat, Datteln IV will have a fuel efficiency of 60%, something that typically only high-tech gas turbines can achieve. By 2035, we will achieve our objective of making our power generation business in Europe carbon neutral. Uniper's decisions to exit coal demonstrate that we're living up to our responsibilities to protect the climate. Secondly, expanding the gas business. We also take our responsibility for our power plant employees seriously. That's why we're working with employee representatives to design clear road maps and solutions for the future use of decommissioned sites and to offer their employees a future. This includes the further development of existing power plant sites together with customers. Good case in point is Scholven, where we're replacing coal-fired capacities with a new combined cycle gas turbine. Still, to the extent possible, we intend to use this asset's existing infrastructure, make it fit for the future. Replacing other fossil fuels with gas is currently the most effective way to decarbonize. Uniper already has one of Europe's largest and most efficient gas fleets. We have 8,900 megawatts of gas-fired capacities in Europe, of which 3,300 megawatts are in Germany and 4,200 are located in Britain. We also have 8,500 megawatts of gas-fired capacities in Russia, one of the most important regions of our generation business. But gas is also crucial for zero carbon secure energy future. The production from gas fields in Norway and the Netherlands is dwindling. Moreover, many experts anticipate that Europe's gas consumption could increase -- could stay level with today's level and it could increase by up to 50 billion cubic meters annually by 2035. We're convinced that gas, which has the low specific carbon emissions of any fossil fuel, will play an important role in a low-carbon energy world. Gas is also the ideal partner for intermittent renewables that fluctuate with the weather. Alongside the conversion of power plants to gas, gas imports are crucial, especially considering the decline in Europe's natural gas production. This is precisely why it's so important for us to diversify our gas procurement sources, the Nord Stream 2 pipeline and the planned LNG terminal in Wilhelmshaven are key projects for diversifying our position in enhancing supply security as well as competition. Gas is needed to decarbonize all sectors of the economy. Our subsidiary, liquids, for example, has been very successful in building and operating LNG filling stations for heavy trucks. To succeed over the medium and long term, the energy transition will require more green gas, which can be produced, for example, from within solar power energy in a process called power-to-gas. So power-to-gas has largely the same fuel properties as natural gas, but is obviously much more climate-friendly. Thirdly, strengthening renewables. Two zero carbon technologies, nuclear and hydro, produce 40% of Uniper's electricity. But Uniper is also active in other areas of renewable energies. Our engineering and project planning expertise has enabled other companies to build more wind capacity. Going forward, we'll continue to help propel renewables growth with our engineering and commercial capabilities by making our own strategic investments in renewables capacities and by investing substantially in Power Purchase Agreements, or PPAs, as it were. PPAs of this type make it easier for developers to finance wind and solar farms and provide them with guarantee offtake. These renewables capacity not only needs to be expanded, but above all, to have a market access so that its output can reach customers. Over the next 13 years, our PPAs will enable us to supply up to 5 billion-kilowatt hours of renewable power in Europe and in the United States. Fourthly, fostering innovations. Rising to the challenge of climate change will require innovation investment to renew the industrial base, our energy systems and other sectors such as heating and transport. Hydrogen is a central component and a key future technology for promoting climate protection. An efficient energy transition will require -- not only need more electrons, especially renewable power, but also molecules to maintain the competitiveness of industry. Uniper is refining power-to-gas technology as wage convertor to store renewable power. Our P2G plants in Falkenhagen and Hamburg-Reitbrook make us a leader in this technology. Already at the beginning of the last decade, we're one of the first German energy utilities to consistently focus on the prediction of hydrogen from renewable energies. But we want to take an even broader view of hydrogen and make it a centerpiece of our climate strategy because hydrogen plays a crucial role in propelling and completing energy transition. Hydrogen is a wide range -- has a wide range of applications. It can be used in fuel cells to promote new forms of mobility and as a basis for synthetic fuels. Hydrogen is a carrier of energy, a storage medium that can store renewable energy flexibly in response to supply and thus, help balance supply and demand. We are performing research in battery storage system as well. But possibilities are limited, and that's why I believe that the energy transition, a new energy policy, can't succeed without hydrogen. Hydrogen is a prerequisite for sector coupling. In those areas where renewable power can't be used directly. Green hydrogen and its derivatives, power-to-x, creating opportunities for decarbonization, for example, in maritime or air transport. Hydrogen is already indispensable input in a variety of chemical and industrial purposes like the production of ammonia. The aim should be for the hydrogen that's currently produced with fossil fuels to be increasingly replaced by green hydrogen. Hydrogen can be used as an input material to decarbonize other production process in the industry, such as the steel sector. In the long term, certain process-related industrial emissions, such as in the cement industry, can only be decarbonized with the help of hydrogen. Carbon dioxide captured from the emissions of these processes can be combined with hydrogen to produce valuable chemicals. This would create new value-added chains for the basic materials sector and that's why we are exploring Carbon Capture and Usage, or CCU, which would make commercial use of carbon dioxide as a valuable raw material. Examples of these are efforts to develop synthetic fuels, e-fuels and sustainable chemicals. Uniper believes that power-to-gas and power-to-fuel processes can give important impetus towards the carbon neutral future. We intend to develop technological solutions in collaboration with enterprise partners and customers. We're currently cooperating with Siemens to explore the use of hydrogen and gas-fired power plants. One suitable facility would be Irsching, our gas-fired power plant in Bavaria. We're working with BP to install electrolysis unit at the company's refinery in Lingen. We're also planning to install such units at wind farms in order to produce hydrogen. In Germany, EUR 1.2 billion to EUR 1.4 billion in wind power goes unproduced because it can't be transported from north to south. People in Germany are already paying the price for this kind of power. So it makes sense to convert into another energy source. Uniper is also working to make a substantial contribution to the decarbonization of global energy trading. Our extensive experience in global energy trading and our technological leadership in climate-neutral gases enable us, in collaboration with our enterprise partners, to play a role in this effort. In years ahead, Europe will need a huge amount of hydrogen. Cost factors and the lack of production capacity will prevent Europe, at least initially, from producing this hydrogen with renewable energy alone. That's why Europe needs all forms of hydrogen. This would encompass not only green hydrogen, but also blue hydrogen, which is produced from natural gas in a climate-neutral process. Our proposal is very simple. Let's build the infrastructure necessary for tomorrow's hydrogen economy as rapidly and efficiently as possible and then produce as much hydrogen as possible -- as quickly as possible. The German federal government is currently developing its hydrogen strategy. This strategy should include suitable subsidy schemes that encompass project-specific funding as well as general funding, our quotas for the proportion of hydrogen and the gas network. In addition, the regulatory framework needs to be designed to foster the rapid development of a market-based hydrogen economy. Fifthly, enhancing energy efficiency and designing individually tailored solutions for industrial enterprises. Alongside these 4 priorities, energy efficiency is also crucial. It's the most cost-effective way to decarbonize, that's why we're helping our customers and producers and industrial companies alike to make that business more energy efficient. Customer-centricity is its priority at Uniper and is another aspect of our decarbonization strategy. We know how to build and operate power plants safely. We use this knowledge to help other companies shrink their carbon footprint. We also work with our customers to design individually tailored solutions that may include other energy services. Uniper already has a solutions business for supplying industrial customers near our power stations with processed steam and heat. Going forward, we intend to supply existing and new customers with hydrogen and other environmentally friendly gases. Uniper draws on its many years of experience in engineering services and on its established sales relationships in order to provide its customers with individually traded solutions, products and services. Using smart solutions to help our customers reduce their carbon footprint also solidifies our market position. Ladies and gentlemen, we simultaneously design customer-oriented solutions, expand renewables, replace coal by green gas, developed the hydrogen economy, maintain supply security and accelerated climate protection. This is the life motive, the mission for Uniper strategic development in the decade ahead. We take the societal change very seriously. Uniper is committed, indeed, sees itself as obliged, to ensuring a climate friendly, competitively priced and secure energy supply. Uniper's package of measures represents one of the most ambitious programs by European company to reduce GHG emissions, Greenhouse Gas emissions, in Europe. We plan to invest a total of EUR 2.7 billion over the next 3 years to achieve these objectives. This money will only solely be invested in projects that make business sense, that have a business rationale and will also meaningfully reduce our greenhouse gas emissions. Uniper's objective is not only to meet the legal requirements in all areas we're seeing stainability, but to go significantly beyond. Good corporate governance is a top priority of Uniper a good case in point is our partnership with Bettercoal. The purpose is to help prevent monitor and minimize potential risks along the coal supply chain. That initiative was founded by several large European energy utilities. Their common goal is to be certain that the hard coal they purchase directly from producers and on the global market comes from suppliers that comply with Bettercoal's strict standards. Another purpose is to ensure that mining companies address the interest of their local and national stakeholders. In 2019, 55% of our coal came from Bettercoal suppliers. 6 percentage points more than 2018. We aim to increase this figure continually. Our new sustainability report also carries some more information about Bettercoal and are rather corporate governance initiatives and our overall sustainability strategy. Ladies and gentlemen, in the annual report we presented at the annual results press conference on March 10, 2020, we still assume subdued growth for the Eurozone and the current fiscal year. This is now just as outdated as the growth forecast for the global economy and global trade. We must be ready for a deep recession in all industrialized and emerging countries. Some observers are comparing the current global economic situation to that of the early 1930s. I'm hoping that the key government institutions will work together quickly and efficiently. The billions of euros and aid programs that have been passed are indicative of this. It's important to stabilize national economies to get businesses up and running and to keep the energy supply afloat without compromising on public health. Despite the difficult current situation, our forecast for Uniper's current fiscal year is good news for you. We published our 2019 Annual Report on the 10th of March 2020. Here we forecast adjusted EBIT of EUR 750 million to EUR 1 billion, which is roughly level with the previous year. We are expecting adjusted net income to be tangibly higher and to come in at something between EUR 550 million and EUR 800 million. We continue to aim for the dividend payout for the '20 fiscal year to be EUR 500 million. On the 23th April this year, we confirmed our forecast in full despite the currently very difficult market environment. Our first quarter figures clearly demonstrated this. We got off to a very strong start in the new financial year. Our adjusted EBIT of EUR 651 million -- it was EUR 185 million in the first quarter of 2019. And adjusted net income of EUR 499 million, and that was EUR 117 million in the previous year's quarter, were both significantly above the prior year's quarter. I'd like to thank again all our employees at our operation sites and our offices, all those working from home who've made these results possible in difficult times. I'm sure that I'm also speaking on your behalf, shareholders. It's only with our people that we can reach our strategic objectives and meet the challenges of empowering the energy evolution. It's only with experienced, well-trained employees who rank among the best in their field that can achieve our ambitious targets. They are just as important as the right portfolio of assets and smart innovative products and ideas. That's why employee training and further education are so important at Uniper. We're offering all employees individually tailored programs and courses, including collaboration with our works counselors and employee representatives. In 2019 alone, the Uniper Academy in Ratcliff in the English Midlands held more than 600 courses with over 4,000 attendants. We're systematically expanding the knowledge and expertise as Uniper needs to reduce its carbon footprint. Ladies and gentlemen, I have spent my professional career in a number of industrial companies worldwide. I joined Uniper on the 1st of June 2019. It was a special day for me. From the first day, I felt that this company has a great team spirit and a culture of making things possible. Uniper is strong. It's innovative. We can all be proud of this company. Together, we have the means to overcome the challenges ahead. Uniper wants to help overcome the crisis and learn from it. I'm convinced that together, we'll emerge from this crisis stronger. Our life after corona will be different than before it. We'll make greater use of digitalization and virtual communications. Video conferencing will become rather commonplace. And where possible, working from home will replace the normal workplace even more frequently. This will make a turning point for other -- mark a turning point for other areas as well. Sector coupling will pick up speed. Much more electricity will be used for transport and heating. I'm certain that the recovery packages, the economic stimulus packages planned by governors will focus heavily on measures that also promote climate protection. If we do it right, we can learn a lot from all the negative experience over the last few weeks and use these insights to build a better future. Let's look on the bright side. Digitization, virtual communications, creating opportunities for teamwork, increase in demand for clean electricity can help tackle climate challenge. Uniper will play a key role in bringing this new energy world to life. Thank you for listening.
Klaus-Dieter Maubach;Chairman of the Supervisory Board
executiveLadies and gentlemen, shareholders, I'm sure I also speak on your behalf when I warmly thank Mr. Schierenbeck for his report. Ladies and gentlemen, this brings me to the Supervisory Board's report. At its meeting on the 9th of March 2020. The Supervisory Board of Uniper discussed and approved the report presented today. The composition of the Supervisory Board at the time was markedly different from that of today. I therefore hope you'll bear with me for referring you to the Supervisory Board's detailed report in the annual report. The entire report is, of course, available on the company's website under the section, Annual General Meeting, [foreign language]. However, I would like to make a few comments on the topic of Fortum and the relationship with the new major shareholder. With the acquisition of what is now a total of 73.4% of the share capital of Uniper SE by Fortum Deutschland SE, the Uniper shareholder base has changed significantly in several steps since the beginning of 2020. In his speech, CEO, Andreas Schierenbeck, has already outlined the changes that the Board of Management expects following the Fortum's acquisition of a majority stake in Uniper. I would like to add a few comments of my own. Today, Uniper SE is a separate and publicly listed company, but under German stock operation law, Uniper is independent, if not controlled company in relation to its major shareholder, Fortum. Independence and stock exchange listing are confirmed until the end of 2021, as Fortum has made it clear that the company does not seek a controlled and profit and loss transfer agreement until that date. And that a squeeze out of minority shareholders also will not take place. So this is the new situation at Uniper SE with regard to Fortum. Fortum has made it clear on several occasions, including public statements, that it has sought a majority stake in Uniper because Uniper is a great company and because close cooperation between Uniper and Fortum creates value on both sides. It is, therefore, at Uniper's interest to find out with open discussions where cooperation between Uniper and Fortum makes sense. The concerns of all stakeholders, but especially those of the employees and representatives of codetermination, have to be taken into account with regard to this issue. The new situation creates additional obligations for both Fortum and Uniper. Among other things, the management board and Supervisory Board of Uniper SE must ensure that the rights and interest of minority shareholders of Uniper SE are adequately protected. But not only minority shareholders have rights that the management board and Supervisory Board will continue to safeguard in the future. The major shareholder, Fortum has not only a simple majority, but also the qualified majority of more than 75% of the company's share capital usually represented at general meetings. As a direct consequence of this new situation, the composition of the Supervisory Board of Uniper SE has changed. On the occasion of the increase in Fortum's shareholding to -- at the time, 69.65% of the share capital of Uniper SE, which is completed on the 26th of March 2020. The following members of the Supervisory Board on the shareholder side resigned their mandates with immediate effect from the end of an Extraordinary Meeting of the company's Supervisory Board on the 3rd of April 2020. Mr. Jean-Francois Cirelli, Mr. David Charles Davies, Dr. Marlon Helmes, Ms. Rebecca Ranich and Dr. Bernhard Reutersberg. There were, therefore, 5 vacant seats on the Supervisory Board of Uniper SE on the side of the shareholder representatives. On the 9th and 15th of April 2020, the management board of Uniper SE submitted a request to the Dusseldorf District Court to appoint the following members -- the following persons as members of the Supervisory Board. Professor Dr. Werner Brinker, Dr. Bernhard Günther, Professor Dr. Klaus-Dieter Maubach, Ms. Sirpa-Helena Sormunen and Ms. Tiina Tuomela. On the 17th of April 2020, the Düsseldorf District Court decided to appoint the persons just mentioned. The court considers the matter to be of particular urgency with a view to conducting today's virtual AGM. Following the court appointment, an Extraordinary Meeting of the company's Supervisory Board was held on the 22nd of April 2020. At this meeting, I was elected as the new Chairman of the Supervisory Board of Uniper SE. On the shareholder side, there are now 2 independent shareholder representatives, Mr. Brinker and Mr. Günther. Both gentlemen have many years of extensive experience in the energy industry, and have each held outstanding management positions at major energy companies for many years. With 2 independent representatives, the German corporate governance code is fulfilled in terms of the recommended number of independent shareholder representatives. With Tiina Tuomela, Sirpa-Helena Sormunen, Markus Rauramo and myself, there are also 4 shareholder representatives on the Supervisory Board of your company, who were provided by the major shareholder, Fortum. I will introduce all the new supervisory Board members in detail later in my presentation. Ladies and gentlemen, that concludes my comments on the recent changes on the Supervisory Board as a supplement to the statements of the management board and it's report on the Supervisory Board involvement with its major shareholder, Fortum. I wouldn't want to conclude my comments without thanking the previous members of the Supervisor Board for their commitment and their service to the company. Let me now turn to the other topics that the Supervisory Board has dealt with. Ladies and gentlemen, the Supervisory Board examined Uniper's SE's annual financial statement as of the 31st of December 2019. The combined group management report and the management report as well as the consolidated financial statements prepared in accordance with IFRS and the management board's proposal for the appropriation of profits and took note of the auditor's report, which included an unqualified audit opinion. As already mentioned above, the Supervisory Board also dealt with the management board's dependency reports, its review and the associated audit certificate and find no cause for objections in this respect. These documents, together with the other documents mentioned under agenda item 1 of today's general meeting, are available to you on the company's website. The Supervisory Board raises no objections following the final results of its examination of documents. At its meeting on the 9th of March 2020, the Supervisory Board approved and thus adopted the annual financial statements of Uniper as prepared by the Management Board. The Supervisory would also approve the consolidated financial statements. The Supervisory would accept the combined management reports, in particular, the statement on the further development of the company. We've also examined the Management Board's proposal for the appropriation of profits amounting to EUR 1.15 per no-par-value share entitled to dividend with regard to the company's financial situation. The proposal is in the interest of the company, taking into account the interests of the shareholders. After examining and weighing all arguments, the Supervisory Board agrees with the proposal for the appropriation of profits made by the Management Board. As there is currently no control and/or profit and loss transfer agreement with Uniper SE, the Management Board of Uniper SE has prepared a related parties report on Uniper SE's relations with affiliated companies for the period from the 1st of January 2019 to the 31st of December 2019 in accordance with legal requirements for which the auditors have issued an unqualified audit opinion. The report was also immediately submitted to and examined by the Supervisory Board and discussed in detail with the Board of Management. Based on its examination, the Supervisory Board has come to the conclusion that the Management Board's related parties report complies with legal requirements. Following the final result of the Supervisory Board's examination, no objections were raised to the declaration of the Management Board at the end of the related parties' report. The Supervisory Board has published a corresponding report to the Annual General Meeting on its review on the related parties' report and the filings of its examination. Ladies and gentlemen, I would now like to turn to the subject of Board of Management matters. With regard to this area, the past year was also very busy. The change in our shareholding structure, that you guys refer to as a change in control case. Mr. Schäfer, Mr. Delbrück, Mr. Rümmler and Mr. Martin made use of their contractual options in the event of a change in control. The employment contracts of Klaus Schäfer and Christopher Delbrück were subsequently terminated as of the 31st of August and the 30th of June 2019, respectively. Ladies and gentlemen, I would like to briefly, I'm going to welcome Klaus Schäfer, the founding member of the Management Board. Klaus, I'm aware that you are following this AGM online, so a very warm welcome at today's Annual General Meeting of your Uniper SE. On behalf of the workforce represented here by [indiscernible] and on behalf of the Management Board and the Supervisory Board, we wish you all the best.
Klaus Schaefer;Founding Member of the Management Board
executiveThe Executive Committee met on the 28th of May 2019. And with Keith Martin, Eckhardt Rümmler, mutual agreement was reached to terminate their respective employment contracts and appointments as members of the Management Board of Uniper SE, taking effect on the 30th of November 2019. Andreas Schierenbeck was appointed Chairman of the Management Board of Uniper SE effective on the 1st of June 2019, with effect from the same date, Sascha Bibert was appointed to the management Board. David Bryson, became a member of the Management Board effective on the first of November 2019. To ensure a smooth handover to the new members of the Board of Management, the employment contracts with Eckhardt Rümmler and Keith Martin were extended until the 31st of January 2020 and the 30th of April 2020, respectively. Effective as of the 1st of June 2020, Nicolaas Hendrikus den Hollander was appointed to the Management Board as Keith Martin's successor. Ladies and gentlemen, on behalf of the entire Supervisory Board, I would like to take the opportunity to thank the former and newly appointed members of the Management Board for their great commitment and success for work. On behalf of the entire Supervisory Board, I would also like to express particular thanks to all of Uniper's employees for their successful work in 2019. I will now close the report of the Supervisory Board at this point and return to the other items on today's agenda. Item 2 on the agenda concerns the resolution on the appropriation of the distributable profit. The company does not hold any treasury shares at present so there's no need to update the resolution proposal. The proposed solution, therefore, remains unchanged, namely to use the distributable profits of Uniper SE for the fiscal year 2019 in the amount of EUR 420,855,000 in full to distribute a dividend of EUR 1.15 for each no par value share entitled to a dividend. Agenda item 3 provides for the decision on the discharge of the members of the Board of Management in office in financial year 2017. The Annual General Meeting of Uniper SE on the 6th of June 2018, had decided to postpone the vote on the discharge of the members of Management Board of Uniper SE for the fiscal year 2017 until the next Annual General Meeting of Uniper SE. The Supervisory Board and the Management Board once again proposed to the Annual General Meeting last year that the members of the Management Board of Uniper SE in office in the financial year 2017 be discharged for this period. The Annual General Meeting on the 22nd of May 2019 then resolved that the vote on the discharge of the members of the Management Board of Uniper SE for the financial year 2017 be postponed until the next Annual General Meeting of Uniper SE that is why a resolution on the discharge of the members of the Management Board of Uniper SE for the fiscal year 2017 is now proposed at this year's annual term meeting under agenda item 3. Agenda item 4 provides further decision on the discharge of the members of the Board of Management holding office in the financial year 2018. Last year's Annual General Meeting of Uniper SE decided to postpone the resolution on the discharge of the members of the Management Board of Uniper SE for the financial year 2018 until the next Annual General Meeting. A resolution on the discharge of the members of the Management Board of Uniper SE for the financial year 2018 is now proposed at this year's Annual General Meeting under agenda item 4. Agenda item 5 and 6 provide a further decision on the discharge of the members of the Board of Management and members of the Supervisory Board in office in the financial year 2019. Agenda item 7 then deals with the election of the auditor. In addition to the audit of the annual financial statements, the appointment for the potential auditors' review of a short version financial statements and interim management's report is now the subject of the resolution on the election of the auditor. Under agenda item 8, a resolution is proposed on the elections to the Supervisory Board. I already elaborated on this point at the beginning during the Supervisory Board's report. Since 5 members of the Supervisory Board resigned, effective as of the end of the Supervisory Board Meeting on the 3rd of April 2020, 5 new members to the Supervisory Board of Uniper SE were appointed by the Dusseldorf District Court on the 17th of April 2020. These are Professor Dr. Werner Brinker; Dr. Bernhard Günther; Professor Dr. Klaus-Dieter Maubach; Sirpa-Helena Sormunen; and Tiina Tuomela. The court appointments will be in effect until the end of this Annual General meeting. Therefore, 5 new shareholder representatives need to be elected to the Supervisory Board of Uniper SE today. The Supervisory Board of Uniper SE proposes the persons recently appointed by the court and named above for election to the Supervisory Board. These candidates are proposed in consultation with our major shareholder, Fortum. Fortum Deutschland SE has also confirmed that -- to the company in writing that it will cast its votes in today's ballot for the agenda item elections to the Supervisory board in favor of the candidates proposed here. In accordance with the Articles of Association of Uniper SE, the election shall, in each case, become effective at the closing of this Annual General meeting for the remaining term of office of the departed members. That is, until the close of the Annual General Meeting, which resolves on the discharge for the financial year 2021. Further information on the resignation of the previous Supervisory Board members and on the court appointment of the new Supervisory Board members can also be found in the invitation brochure, to which I would like to refer you at this point. In the invitation brochure, you will also find further information and the curriculum vitae of the candidates proposed for election here today who, as just discussed, have already been appointed by the court as substitute Supervisory Board members. However, I would like to take this opportunity to briefly introduce the candidates for the Supervisory Board to you. Professor Dr. Werner Brinker holds a Doctorate in Civil Engineering, and works as an independent energy consultant in Germany. He's also a member and the Chairman of the Advisory Board at Graeper Holding GmbH & Co. KG, Germany. Professor Dr. Werner Brinker is a German national board in 1952, and he lives in Rastede, Germany. Dr. Bernhard Günther holds a Doctorate in Economics. He is the Chief Financial Officer and Chief Human Resources Officer of Innogy SE Germany. He's also a member of the Supervisory Board of [ Torsten Group Ag. Disburden. ] Dr. Günther is a German national born in 1976, and he lives near Dusseldorf. I myself hold a Doctorate in Electrical Engineering. I work as managing partner at [indiscernible] GMBH, Germany. I'm also a member of the Supervisory Board of ABB Deutschland AG, Germany and a member of other comparable domestic and foreign supervisory bodies of the business enterprises [ for tool Finland and Clockface, ] GMBH and Co. KG Germany, where I'm the Chairman. I'm a German national, born in 1962, and I live in Düsseldorf. Ms. Sirpa-Helena Sormunen is a lawyer and works as General Counsel at Fortum Oyj Finland. She's also a member that the Supervisory Board of Fortum Deutschland SE Germany and a member of the comparable domestic and foreign supervisory bodies of the business enterprises [ Fortum finance ] Ireland, [ DAC Ireland ], PAO Fortum Russia and Nammo AS, Norway. Ms. Sormunen is a Finnish national, she is born in 1959, and she lives in Helsinki, Finland. Ms. Tiina Tuomela holds a Master's degree in Engineering and the Master of Business Administration and is the Executive Vice President for Generation at Fortum Oyj Finland. She's also a member of domestic and foreign supervisory bodies comparable to a Supervisory Board for the business enterprises: Finnish Energy, Finland; Kemijoki Oy, Finland; YIT Corporation, Finland; and Teollisuuden Voima Oyj Finland. Ms. Tuomela is a Finnish national born in 1966, and she also lives in Finland. In the city of Espoo. As already stated in the invitation brochure, the Supervisory Board is of the opinion that a total of 3 candidates have personal or business relations with Uniper SE or its group companies, the executive bodies of Uniper SE or a shareholder holding a material interest in Uniper SE, which are subject to disclosure to the General Meeting. Those candidates are Ms. Sormunen, Ms. Tuomela and myself. Ms. Sormunen is a General Counsel. Ms. Tuomela is the Executive Vice President for Generation. And I myself, I'm a member of the Board of Directors at Fortum Oyj. Ladies and gentlemen, I can assure you that in each case, all members of the Supervisory Board will ensure that they are able to devote the time expected to discharge their duties. In addition, when submitting its election proposal, the Supervisory Board, particularly consider the requirements of the German corporate governance code and the target specified by the Supervisory Board for its composition. In the event of their election, all candidates have declared that they will accept the office. Ladies and gentlemen, that concludes today's agenda.
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