Corporate Communications
30.09.2014
IMMOFINANZ - Blog from the 2013/14 annual general meeting
It is shortly after 11.00 a.m., the 21st ordinary annual general meeting (AGM) has begun. Supervisory Board Chairman Michael Knap opens the general meeting and welcomes all of the shareholders. Delighted, Knap also welcomes the students from the commercial secondary school BHAK-Krems and their teacher. They are gathering AGM-related experience in the course of their instruction and had an initial introduction by Knap and CEO Eduard Zehetner shortly before the AGM started.Knap furthermore explains the formalities (among other things, turning off your mobile phone – and he proceeds by good example) and reminds those in attendance that at 12.30 there is something warm to eat (breakfast already took place).
"I declare that the invitation to today's AGM together with the agenda was published on schedule in compliance with the legal and statutory provisions".
Also important: the company has 1,128,952,687 shares issued at present. Of these, IMMOFINANZ subsidiaries hold 11,289,527 shares. The right to vote based on these 11,289,527 shares cannot be exercised. Thus the number of voting shares currently totals 1,117,663,160 shares.
That brings us to the 1st item on the agenda: the presentation of the approved annual financial statements. Knap turns the floor over to CEO Eduard Zehetner.
Zehetner cordially welcomes all of the shareholders on behalf of the entire executive board and begins the presentation with an illustrated depiction of the highlights of 2013/14. The most important stations briefly summarised (we'll provide the complete presentation later, of course):
On 7 May the initial listing of the IMMOFINANZ share in Warsaw took place – the share of Polish investors has since risen to considerably above 5% (even if not all Polish institutionals buy on the Warsaw Stock Exchange, but in Vienna, where the liquidity of the IMMOFINANZ share is higher).
The laying of the foundation stone for our Warsaw office building Nimbus, for which tenant-specific improvements are already underway, and the sale of our Polish shopping centre Silesia City Center (with a sales price of more than EUR 400 million that was one of the benchmark deals for the transaction market in Eastern Europe in 2013) also took place in May.
Then it's on into June with the topping-out ceremony for the Düsseldorf office building Panta Rhei (which is located at the airport and is now finished, the first tenants have moved in) and achievements in sales and leasing in the German logistics segment. In July 2013 our company blog was awarded "Finance Blog of the Year", in August BUWOG reported the sale of a large portion of its Upper Austrian portfolio and an acquisition in Kassel. In September we then sold the Hilton Vienna Danube at a profit.
Next slide: At the end of October the foundation stone was laid for our shopping centre Tarasy Zamkowe in Lublin (it will be opened in the current business year – "a very green and very modern shopping centre"). In November we launched our "Superman" image and branding campaign, which pocketed quite a number of awards - "for which I would like to thank our marketing director, Karin Kernmayer", Zehetner says
The IMMOFINANZ transaction team under Marco Kohla acquired five retail parks in January in Slovenia and the Czech Republic, which now enhance our STOP.SHOP. network in CEE.
Further milestones: Some smaller BUWOG acquisitions in Germany (as preparation for the spin-off). On 12 February we announced the acquisition of 18,000 flats (the so-called DGAG portfolio) in Germany, on 14 March IMMOFINANZ's extraordinary general meeting on the BUWOG spin-off took place (with a solid 99.96% approval). Then on 28 and 29 April BUWOG CEO Daniel Riedl sounded the exchange bell at the stock exchanges in Frankfurt and Warsaw.
Which also brings us to Zehetner's conclusion: "The essential highlight of the business year 2013/14 was the spin-off of BUWOG and the listing of the residential share on the stock exchange".
The result: BUWOG's EPRA NAV as of 30.4.2014 was about EUR 1.7 billion, the implicit market cap (based on the IMMOFINANZ share price discount to NAV ahead of the spin-off's announcement) about EUR 1.06 billion. This is equivalent to a discount to NAV of 38% ahead of the spin-off. On Monday, 29 September, the BUWOG share closed at EUR 15.19 per share (it is not the all-time high, but there has been a constant increase since the initial listing at EUR 13 resp. EUR 13.2), which means a market cap of EUR 1.5 billion. That is an increase in value of EUR 451 million, the BUWOG share's discount to NAV has dropped to 12%.
An initial monetisation of BUWOG shares still held by IMMOFINANZ (49%) has already occurred: we recently issued bonds with a volume of EUR 375 million exchangeable in BUWOG shares (so-called exchangeable bonds). The conditions (1.5% coupon p.a.) are highly attractive. "These favourable terms achieved on the issue will substantially reduce our financing costs after we – as planned – have repaid more expensive financings”, Zehetner says.
Another highlight in 2013/14 was the conclusion of our five year sales programme with a volume of EUR 2.5 billion – clearly ahead of schedule. The sales programme started at the beginning of 2010/11 and has been completed after just 3.5 years –at an average margin of 14.1%. This also included "properties that weren't unproblematic and a number of CEE properties". The property sales will of course be continued – after all, they are an essential part of our real estate machine.
Regarding the real estate machine, by which we describe the interplay between the development of properties, the asset management and cycle-optimised sales: what was moved in the 2013/14 financial year with respect to cash?
Stabilisation through active asset management generated EUR 169 million (equivalent to sustainable FFO/free funds from operations for 2013/14), sales of properties generated EUR 886 million, and EUR 659 million were invested into development (including investments in existing properties). And what did we do with the rest of the money? Part of it was used to service debt, to pay the dividend for the last financial year 2012/13 (EUR 152 million). And we set BUWOG off on a journey on to the capital market with EUR 133 million in cash. BUWOG will pay a dividend for 2013/14 (about EUR 69 million or EUR 0.69 per share, provided it is approved by the AGM on 14 October).
"As you can see from these figures, it isn't possible to spend money twice. This is why we decided – as announced in the past – to expand BUWOG’s business model to Germany and to list the residential company on the capital market", Zehetner says with a view to the absence of the IMMOFINANZ cash dividend for the 2013/14 financial year.
Zehetner now turns the floor over to CFO Birgit Noggler, who goes into the figures for 2013/14 as a whole and Q1 of 2014/15.
2013/14: Regarding the FX-related revaluation result the depreciation of the Ruble "worked in our favour". "This is a curious effect attributed to the accounting principles: if the Ruble depreciates, we have a positive FX-related revaluation effect; if the Ruble gets stronger, it's the reverse", Noggler explains.
At the bottom line, the net profit for 2013/14 increased by nearly 63% to EUR 180.4 million.
An overview of the cash flow figures follows. The recurring FFO yield (based on market cap) was 10.2%.
A look at first quarter of 2014/15, in which the operating result was 6.5% down (due to property sales the previous financial): based on the Ruble's appreciation in this financial quarter the FX-related revaluation result was negative, however, and pushed the bottom line into the red (net profit: EUR -14 million). An additional factor is that the proportional share of quarterly results for the BUWOG Group are not included in first quarter earnings because BUWOG announces its quarterly results after IMMOFINANZ Group. This timing difference in the preparation of financial statements will lead to a one quarter shift in the inclusion of BUWOG’s quarterly results in IMMOFINANZ Group’s earnings. Therefore, the initial inclusion will take place in the second quarter of 2014/15, when the proportional share of BUWOG results for the first quarter of 2014/15 is taken into account.
Dietmar Reindl takes over now: "I'm very pleased to speak to you here for the first time". Reindl started in May 2014 as executive board member of IMMOFINANZ. He is responsible for all of the group's asset management activities as well as marketing.
He starts with an overview of IMMOFINANZ's changed portfolio – after the BUWOG spin-off: about two thirds are located in CEE (including Russia), about a third in Western Europe.
"The portfolio's occupancy rate is an important issue: in the retail segment we are very satisfied with an occupancy level of nearly 94%. In the office segment we have some catching up to do. Therefore we launched our so-called Agenda 2016, whose medium-term target is to increase the office portfolio's occupancy rate to over 90% ", Reindl explains.
He goes into concrete measures and explains the integration of services that we used to assign externally and the decentralisation of asset management (for example, we managed a letting volume of approx. 25% of total lettable space in 2013/14). Also important: relationship and key account management, which Reindl explains by example of our cooperation with Deichmann. We have been working together with the well-known retailer for more than 14 years. In this period, Deichmann has opened 41 stores with a space of 16,535 sqm in seven countries. Deichmann also entered the Russian market with IMMOFINANZ (in our shopping centre Goodzone).
A look at the latest development projects which will be completed in the current financial year: our shopping centre Tarasy Zamkowe in Lublin will open in Q1 2015, the Inditex Group with all its brands, H&M as well as Gucci, and other upscale brands are among the tenants. In Gerling Quartier in Cologne, currently IMMOFINANZ's biggest development project, apartments are now being handed over to owners on a steady basis, the first office tenants have also moved in. The inaugural celebration of the completion of the first building phase is on the agenda for April 2015.
In the last few weeks we also opened our STOP.SHOP. in Ketrzyn (the third in Poland and no. 51 in total); the number 4 in Poland (in Zary) opens in Q4 2014/15.
Our first VIVO! shopping center (that's our new brand in the retail segment) opens its doors in the Polish city of Pila on 17 October (Carrefour, H&M, Deichmann are among the tenants); another VIVO! in Stalowa Wola (also in Poland) will follow in the 3rd quarter of 2015.
Reindl on the dividend policy: "We're very clearly aiming for dividend payments for the current financial year - in the range of EUR 0.15 to EUR 0.2 per share, which can also include share buybacks".
Michael Knap, President of the Supervisory Board, takes over again and opens the discussion.
Mr. Rasinger of the IVA (Austrian Shareholder Association) begins and explains that the IVA today represents over 30 million shares ("under the usual conditions").
His remark on the annual report: "It's become a brick almost", he says, referring to the approximately 300 pages. "But it's very, very informative".
Rasinger's comments on the financial year: "From the perspective of shareholders it varied widely; satisfaction is mixed. The spin-off was certainly a success, expectations were met and there is still upward potential", says Rasinger. For the loyal (Austrian) private investors the fact that the BUWOG dividend is capital gains tax-exempt is welcome.
“Of course, it is painful for many shareholders that there is no cash dividend from IMMOFINANZ, even if this is non-recurring.”
Rasinger describes the share price performance as "very dissatisfying". "Based on the work you did, one has to assume you made considerable or every effort, but the market played its part", Rasinger said to the executive board.
Concerning the dividend policy: "I would wish for a cash dividend of at least 10 cents per share – a share buyback should not come into consideration until we're beyond that.”
Some of Rasinger's questions: When will the company's treasury shares be cancelled or sold? Who are the properties' buyers? How does it look with the strategy for Russia? What services will still be rendered for/by BUWOG?
In several parts of the annual report the investor lawsuits are reported on "quite extensively". "In relation to Aviso Zeta, I'm interested in how high their assets are".
A final comment directed at CFO Birgit Noggler: "On the one hand, it's very pleasing that you've been selected for a seat on the supervisory board of ÖVAG (Österreichische Volksbanken AG). On the other hand, I'm concerned you won't have enough time to relax".
A concluding remark directed at the AGM: "I don't know if you're aware of this, but today is the last annual general meeting with CEO Zehetner. Mr. Zehetner, we're certainly going to miss you because you like communicating with shareholders very much, with charm sometimes, but now and then you've got an edge! Mr. Zehetner has always stood by the company, he holds about 1.8 million shares. So Mr Zehetner, please come to the next general meeting – or make use of the IVA voting service. I hope you're able to complete what you've set out to do in the financial year 2014".
Zehetner begins his response:
"Concerning the scope of the annual report, we'd like to be thinner, but every year there are additional, extensive requirements.
You criticise that there is no cash dividend. I think I've explained it, but I'll go into detail right afterward.
Share price development is not satisfactory, this is absolutely true and I'm also of the same opinion. But share price development is what it is – and unfortunately we have as little a handle on Mr Putin as on the uprisings in the Ukraine, etc. The only thing we can do is continue working and bringing our influence to bear – where we are able to".
Zehetner on the distribution policy: "We have a clear policy to pay a dividend again for 2014/2015. We're aiming at a scale of EUR 0.15 to EUR 0.20 per share. We want to divide it up – mainly in a dividend payment – and in share buybacks because a lot of shareholders like to see this instrument". In March, after our financing with treasury shares has expired, the 9% of treasury shares used for this are to be redeemed. The extent to which the remaining 1% is to be exploited for share buybacks is being examined at present.
To whom are properties being sold? Zehetner: "The bigger properties we sell to institutional investors such as insurers, investment funds and wealthy private individuals. Silesia City Center, for example, was sold to Allianz and other consortium members".
The approximately EUR 10 million in costs for the BUWOG spin-off are accounted for by about EUR 3 million in bank and bank-related services, about EUR 5 million were directed to consulting mandates for banks and investment consultants as well as legal advisers, and about EUR 1.5 million to mandates for accounting and tax audits.
Zehetner goes a bit more in depth on the subject of strategy and Russia:
"As this is my last AGM a somewhat more extensive summing-up can be done: When I found myself in Baden on a grey November day in 2008 to meet with Mr Knap and Mr Fries to discuss whether I should take on the job at IMMOFINANZ, the group's consolidated market value was EUR 214 million. Around EUR 1.3 billion was repaid to shareholders in subsequent years (share buybacks, dividend distributions, BUWOG spin-off). Adding the current market value of IMMOFINANZ to this EUR 1.3 billion results in EUR 3.8 billion. Thus in just under six years EUR 214 million turned into EUR 3.8 billion. That means a yield of 62% per annum". Zehetner adds: "As far as this is concerned, what we've managed to do in those six years is entirely respectable, even if we're obviously not satisfied with the share price".
Zehetner on Russia: "When I joined the company then I did an assessment of Russia, of course. And with Rostokino and Goodzone there were a two of problem areas. Of course I asked myself at the time what should be done with them. Should we finish building these shopping centres, do we even have enough money to? A renowned shopping centre operator from Europe pulled out of Russia at the time – from a much better project. But we stayed on. I also don't think we would have had the option of leaving Russia behind in 2009".
Summed up in figures, in the period from 2008 to 2014 this is a nearly EUR 574 million net increase in value as well as an operating result (2009 to 2014) of EUR 506 million – thus a total of over a billion euro. Zehetner: "These figures are history, but I think we made the best out of it".
Mr Fries, major shareholder and supervisory board member, comes to the podium and also takes a look back at November 2008, when he asked Mr Zehetner if he wanted to take on the IMMOFINANZ job. "The entire supervisory board and I were relieved back then", Fries says. "It was a truly, truly difficult time – and we were all relieved that he decided to come".
Fries: "I don't want to bid farewell now because Mr Zehetner has plenty ahead of him in the remaining seven months. Some of it has already been written in the media. On behalf of the Fries and Scherb families, thank you very much!"
CFO Noggler addresses questions on the internal audit, for which we received an excellent confirmation in the last financial year in the scope of an external quality examination. Noggler on her supervisory board mandate at ÖVAG: "The Ministry of Finance approached me. I consulted the supervisory board and am going to do it. I will certainly not neglect my responsibilities here".
The next shareholder comes to the podium and says that during the era of IMMOFINANZ's former management the microphone was shut off on him during a question in the AGM – and he immediately brings up a couple of questions pertaining to the Petrikovics era.
On the status of IMMOFINANZ's proceedings against Petrikovics/Hochegger/Astropolis (EUR 10 million commission for the BUWOG privatisation): "We sued because we didn't find any services for the EUR 10 million", Zehetner explains. "There was a court hearing, now there has also been a change of judge. The next hearing is scheduled for May 2015. Our representation is Dorda Brugger Jordis".
Another shareholder calls the annual report "very informative and very comprehensive", but would prefer to have delivered the printed version earlier. A few questions: Does IMMOFINANZ pay for external share analyses? Does the company plan to expand outside of Moscow or Moscow Oblast (Moscow's surrounding areas)? Will there be an expansion in Austria with the brand VIVO!? What's the target concerning the loan-to-value ratio? He also welcomes that Russian property financing is taking place through Russian banks.
And concerning reports on the CEO's salary he would like to know from Mr Zehetner how many hours a week he works. "We shareholders are unhappy that you are going to leave the company at the end of April next year. I would like to thank you for what you've accomplished for IMMOFINANZ. I'm conferring on you the title of "Mr. IMMOFINANZ!"
Zehetner answers:
"We don't pay anything for the external share analyses. We don't have any plans to expand outside of Moscow at this time or in the near future. We currently have a project underway in which we are trying to obtain the approvals for expanding our shopping centre Golden Babylon 1. This is located at a metro station and we have now the chance now to expand it.”
Concerning his working hours: "Six days a week and at least 70 hours – and during every waking hour you think about the job, it's constantly on your mind".
Dietmar Reindl: "An expansion of VIVO! to Austria is not planned because the density of shopping centres is already quite high in this country. We're thinking more of Poland for expansion". Reindl also comments on our start-up cooperation with Clusterhaus. The rents for the start-ups in our Clusterhaus locations range from EUR 9 to EUR 11 per square meter.
The Loan-to-value ratio is currently below 50% – we intend to stay at that level.
A shareholder wants to know how about "warning signals" for a property.
Zehetner: "If you're not making any money with it, or much less than before".
The next shareholder comes to the podium: "I've been a shareholder for a long time, but I'm at the AGM for the first time. I would like to address the problem of the considerable gap between share price and net asset value. To what extent is the executive board in such a situation required to sell properties and dissolve the company?"
Der Vorstand hat unter eigener Verantwortung die Gesellschaft so zu leiten, wie das Wohl des Unternehmens unter Berücksichtigung der Interessen der Aktionäre und der Arbeitnehmer sowie des öffentlichen Interesses es erfordert.
Zehetner: "It's quite simple: the Austrian Stock Corporation Act requires the executive board to run the company according to the needs of the company and all stakeholders.” And he stands by it.
On the dividend payment: yes, the next dividend payment as well as the subsequent one could still be exempt from withholding tax as it is treated as repayment of capital in accordance with the Austrian Income Tax Act.
Another shareholder comments on the gap between NAV and share price: Is the market really always right and Putin to blame? "I would ask you to undertake everything to reduce this gap. Everything has to be considered, also whether a weighting in the DAX might not be better than in the ATX”, the shareholder says, alluding to the performance of the German residential property shares. The shareholder also remarks very discontentedly on the length of the court proceedings for former management.
Zehetner: "The BUWOG spin-off was a measure to close the share price gap to NAV. This is seen in the performance of the BUWOG share. And with our bonds exchangeable in BUWOG shares we are already close to NAV (if you look at the exchange price at EUR 17.03). Regarding the IMMOFINANZ share price, we haven't succeeded at that yet". The CEO goes into more detail, saying he would not sell the Russian properties at this time. "Nor do I know where we would invest now to obtain such high yields on rent".
Furthermore: Why do German residential shares perform well? Because investors see them as substitute to the money market due to the low interest rate environment.
Zehetner: "I'm happy that we carried out the BUWOG spin-off. Otherwise – if BUWOG would be still under the IMMOFINANZ umbrella - the residential part would also be traded with a discount of about 50%".
And is the market always right? Zehetner: "No. I used that in an interview as a quotation. The market is not always right, otherwise there wouldn't have been an internet or real estate bubble – to name just a couple of examples".
Regarding Russia: "We'll certainly sell our Russian properties in the medium to long term, just as we plan to sell all of our other properties and reinvest the money. But for now I wouldn't consider sales in Russia advisable".
DAX or ATX for IMMOFINANZ shares for a better performance? Zehetner: "Believe me, that wouldn't change a thing".
On BUWOG's Frankfurt listing: "We did that to help BUWOG attract attention on the German market". The Frankfurt listing certainly doesn't hurt, says Zehetner regarding the fact that the BUWOG share in Vienna has a much higher liquidity than in Frankfurt. Due to its integrated development business BUWOG also has a more exciting and more sustainable business model than its German peer group.
Another shareholder gives suggestions for the graphic design of the AGM file. He also doesn't like that the croissant in the morning was sacrificed for an appetizer at lunch. Note: here there must have been a misunderstanding because the so-called "appetizer voucher" on the GM ballot is for the croissant. Then at noon there is a main course and dessert. So we're still serving breakfast. It was a misprint: instead of "appetizer" it should have said "breakfast". Sorry, it can happen.
The next shareholder wants to know how many tenants at our Russian shopping centres received reductions in rents (due to the weakness of the Ruble). He also wants information on Romanian development projects and on the demand for investment in the country as well as on the occupancy level in Hungary.
Zehetner on the purchasing power and on the partial reduction in rents in Russia: in our three smaller shopping centres in Moscow we have practically no negative influences. In Rostokino there are numerous tenants who approached us asking to what extent we could support them. Believe us, we are reluctant. But viewed over the entire year we have to expect a low one-digit percentage loss in rents – due to short-term reductions as well as diminished purchasing power in Moscow.
He also points out that we have substantial security deposits and guarantees for the rental agreements in Russia.
Regarding Romania: with ADAMA (our local residential brand) we're working on a few projects (apartments for sale only). In the office and logistics segment there are also two projects in the pipeline. As a whole, we're optimistic for Romania. "When you travel through Romania you see how positively the country is developing, even if the money hasn't reached the people yet".
Regarding Hungary: our STOP.SHOP. expansion in Gödöllö is fully let.
A shareholder comments on the combined value of the IMMOFINANZ and BUWOG share, which is unsatisfactory for him. On the other hand, every shareholder is responsible for his own actions. "You can't always blame the executive board for everything". He is unhappy that IMMOFINANZ was relegated from the ATX Five index. The shareholder also extends his thanks "for the patience you've had with me. I don't think the company would exist anymore without you", he said in the direction of Mr Zehetner.
Questions are now read aloud, but quite a number of them were addressed in the run-up, regarding the dividend, for instance, and why the BUWOG share has performed better than IMMOFINANZ since the spin-off.
Could potential seizures on foreign assets in Russia have any effects?
Zehetner: a few days ago there were reports that a government member in Russia plans to introduce such a draft law. We looked into it then; it was a proposal that got negative feedback. We also don't expect Russia would really take such an action.
Supervisory Board Chairman Knap: Are there any comments on agenda item 1? A vote on this item is not required.
Knap: "That brings me to the 2nd item on the agenda – briefly, the approval of the actions of the members of the executive board for the financial year 2013/14. The executive board and the supervisory board propose to resolve on the approval. . Is any further discussion desired?” That doesn't seem to be the case.
Regarding presence: 3500 shareholders or shareholder representatives turned up who represent 356 million shares. The AGM therefore has a quorum.
We come to the vote: the AGM votes in favour of approving the actions of the executive board – and at 99.94% consent.
That brings us to the 3rd item on the agenda – briefly, a resolution on the approval of the actions of the supervisory board for the 2013/2014 financial year.
There is no discussion desired for this item on the agenda. There is a vote: approval is granted – and at 99.23% consent.
That brings us to the 4th item on the agenda, the resolution on the remuneration of the supervisory board members for the 2013/2014 financial year.
The total remuneration for the members of the supervisory board elected by the general meeting for the 2013/2014 financial year is to be established at EUR 289,575 in total, whereby the distribution of this remuneration is left up to the supervisory board. The general meeting grants its approval - at 99.99%.
Things are moving along quickly. Knap: "This brings me to the 5th item on the agenda – briefly, the election of the auditor for the annual and consolidated financial statements for the 2014/2015 financial year. The proposal you have from the supervisory board says to appoint Deloitte Audit Wirtschaftsprüfung GmbH of Vienna as auditor for the annual and consolidated financial statements for 2014/2015".
There is a comment. A shareholder wants to know whether the projected costs for the audit will be less because the company is smaller without BUWOG. CFO Noggler says yes, but that the fees have not been finalised yet.
The GM votes: the request is accepted – at 99.92%.
We come to the 6th item on the agenda: elections to the supervisory board. Christian Böhm's mandate, which is ending on conclusion of today's GM, is to be extended. The supervisory board proposes reducing the number of supervisory board members (capital representatives) from seven to four and reelecting Christian Böhm to the supervisory board for the period until the conclusion of the general meeting that decides the approval of the actions of the executive board for the 2015/2016 financial year. The supervisory board of IMMOFINANZ would thus comprise four capital representatives (Knap, Fries, Böhm and van Ommen), all of whose mandates would then run until the end of the ordinary general meeting for the 2015/2016 financial year.
A shareholder wonders why Böhm's mandate is only being extended by two years. When asked, Böhm says that for compliance-related reasons he is not allowed to provide any information on whether the APK pension fund (whose CEO he is) holds IMMOFINANZ shares.
Knap: "Yes, it's intentional that all supervisory board mandates expire at the same time".
Now the reduction of capital representatives on the supervisory board from seven to four is voted on. It is approved – and at a rate of 99.98%.
We come to the election of Christian Böhm – here there is 97.03% approval. Böhm accepts the vote.
We come to the 7th item on the agenda: the revocation of the authorisation of the executive board to increase the registered capital (authorised capital) in connection with a new authorisation of the executive board to increase the registered capital pursuant to section 169 Austrian Stock Corporation Act (authorised capital) in return for contributions in cash and/or in kind including the authorisation of executive board to exclude the shareholders’ subscription rights and the related amendments to the Articles of Association.
Knap turns the floor over to Zehetner. He explains that the existing authorised capital pursuant to the resolution of the general meeting of 2 October 2009 – on a scale of up to 229,525,447 shares – expires on 22 October 2014. "To guarantee the company's continued flexibility for capital measures, a renewal of the authorised capital is recommended to the general meeting. The authorised capital recommended for the resolution is limited to a total of 20% of ordinary share capital".
The authorisation of the executive board to issue new shares, with the consent of the supervisory board, is an instrument in the Austrian Stock Corporation Act with which stock corporations can carry out capital measures quickly. Granting authorised capital is common for listed stock corporations so that the relevant flexibility for capital measures is guaranteed, Zehetner explains.
The proposed resolution also includes the authorisation of the executive board to exclude the subscription rights of shareholders.
It comes to the vote: approval is just under 80%.
This brings us to the 8th and final item on the agenda: the authorisation of the executive board in relation to the acquisition and sale of treasury shares.
CEO Zehetner comes to the podium and explains that the executive board shall be authorised for a time period of 30 months to repurchase treasury shares in the company up to 10 per cent of the share capital of the company, also with repetitive utilisation of the 10 per cent threshold, both via the stock exchange and off-exchange, also excluding the shareholders’ right to a pro-rata disposal of their shares. Furthermore, the executive board shall be authorised to resolve on a mode of sale of treasury shares other than via the stock exchange or via a public offering or to deploy the shares in other forms and to redeem treasury shares.
There are comments.
Zehetner announces the intention to redeem shares (9% of treasury shares are currently being used for financing; they are to be redeemed when the financing expires).
We come to the vote: the request is approved at a rate of nearly 99%.
We've come to the end of today's 21st ordinary general meeting. "The agenda is concluded", Knap says shortly before 16.00. The number of listeners in the room has reduced considerably. "I thank you for attending and conclude the general meeting".
The AGM presentation (only German) will be placed online shortly; we'll insert the link here then.
http://www.immofinanz.com/de/investor-relations/praesentationen/
Thank you for reading (and for overlooking the couple of typos) and for your interest!
Update at 5.50 pm:
We have also published the following corporate news:
IMMOFINANZ – Resolutions passed by the 21st Annual General Meeting
"I declare that the invitation to today's AGM together with the agenda was published on schedule in compliance with the legal and statutory provisions".
Also important: the company has 1,128,952,687 shares issued at present. Of these, IMMOFINANZ subsidiaries hold 11,289,527 shares. The right to vote based on these 11,289,527 shares cannot be exercised. Thus the number of voting shares currently totals 1,117,663,160 shares.
That brings us to the 1st item on the agenda: the presentation of the approved annual financial statements. Knap turns the floor over to CEO Eduard Zehetner.
Zehetner cordially welcomes all of the shareholders on behalf of the entire executive board and begins the presentation with an illustrated depiction of the highlights of 2013/14. The most important stations briefly summarised (we'll provide the complete presentation later, of course):
On 7 May the initial listing of the IMMOFINANZ share in Warsaw took place – the share of Polish investors has since risen to considerably above 5% (even if not all Polish institutionals buy on the Warsaw Stock Exchange, but in Vienna, where the liquidity of the IMMOFINANZ share is higher).
The laying of the foundation stone for our Warsaw office building Nimbus, for which tenant-specific improvements are already underway, and the sale of our Polish shopping centre Silesia City Center (with a sales price of more than EUR 400 million that was one of the benchmark deals for the transaction market in Eastern Europe in 2013) also took place in May.
Then it's on into June with the topping-out ceremony for the Düsseldorf office building Panta Rhei (which is located at the airport and is now finished, the first tenants have moved in) and achievements in sales and leasing in the German logistics segment. In July 2013 our company blog was awarded "Finance Blog of the Year", in August BUWOG reported the sale of a large portion of its Upper Austrian portfolio and an acquisition in Kassel. In September we then sold the Hilton Vienna Danube at a profit.
Next slide: At the end of October the foundation stone was laid for our shopping centre Tarasy Zamkowe in Lublin (it will be opened in the current business year – "a very green and very modern shopping centre"). In November we launched our "Superman" image and branding campaign, which pocketed quite a number of awards - "for which I would like to thank our marketing director, Karin Kernmayer", Zehetner says
The IMMOFINANZ transaction team under Marco Kohla acquired five retail parks in January in Slovenia and the Czech Republic, which now enhance our STOP.SHOP. network in CEE.
Further milestones: Some smaller BUWOG acquisitions in Germany (as preparation for the spin-off). On 12 February we announced the acquisition of 18,000 flats (the so-called DGAG portfolio) in Germany, on 14 March IMMOFINANZ's extraordinary general meeting on the BUWOG spin-off took place (with a solid 99.96% approval). Then on 28 and 29 April BUWOG CEO Daniel Riedl sounded the exchange bell at the stock exchanges in Frankfurt and Warsaw.
Which also brings us to Zehetner's conclusion: "The essential highlight of the business year 2013/14 was the spin-off of BUWOG and the listing of the residential share on the stock exchange".
The result: BUWOG's EPRA NAV as of 30.4.2014 was about EUR 1.7 billion, the implicit market cap (based on the IMMOFINANZ share price discount to NAV ahead of the spin-off's announcement) about EUR 1.06 billion. This is equivalent to a discount to NAV of 38% ahead of the spin-off. On Monday, 29 September, the BUWOG share closed at EUR 15.19 per share (it is not the all-time high, but there has been a constant increase since the initial listing at EUR 13 resp. EUR 13.2), which means a market cap of EUR 1.5 billion. That is an increase in value of EUR 451 million, the BUWOG share's discount to NAV has dropped to 12%.
An initial monetisation of BUWOG shares still held by IMMOFINANZ (49%) has already occurred: we recently issued bonds with a volume of EUR 375 million exchangeable in BUWOG shares (so-called exchangeable bonds). The conditions (1.5% coupon p.a.) are highly attractive. "These favourable terms achieved on the issue will substantially reduce our financing costs after we – as planned – have repaid more expensive financings”, Zehetner says.
Another highlight in 2013/14 was the conclusion of our five year sales programme with a volume of EUR 2.5 billion – clearly ahead of schedule. The sales programme started at the beginning of 2010/11 and has been completed after just 3.5 years –at an average margin of 14.1%. This also included "properties that weren't unproblematic and a number of CEE properties". The property sales will of course be continued – after all, they are an essential part of our real estate machine.
Regarding the real estate machine, by which we describe the interplay between the development of properties, the asset management and cycle-optimised sales: what was moved in the 2013/14 financial year with respect to cash?
Stabilisation through active asset management generated EUR 169 million (equivalent to sustainable FFO/free funds from operations for 2013/14), sales of properties generated EUR 886 million, and EUR 659 million were invested into development (including investments in existing properties). And what did we do with the rest of the money? Part of it was used to service debt, to pay the dividend for the last financial year 2012/13 (EUR 152 million). And we set BUWOG off on a journey on to the capital market with EUR 133 million in cash. BUWOG will pay a dividend for 2013/14 (about EUR 69 million or EUR 0.69 per share, provided it is approved by the AGM on 14 October).
"As you can see from these figures, it isn't possible to spend money twice. This is why we decided – as announced in the past – to expand BUWOG’s business model to Germany and to list the residential company on the capital market", Zehetner says with a view to the absence of the IMMOFINANZ cash dividend for the 2013/14 financial year.
Zehetner now turns the floor over to CFO Birgit Noggler, who goes into the figures for 2013/14 as a whole and Q1 of 2014/15.
2013/14: Regarding the FX-related revaluation result the depreciation of the Ruble "worked in our favour". "This is a curious effect attributed to the accounting principles: if the Ruble depreciates, we have a positive FX-related revaluation effect; if the Ruble gets stronger, it's the reverse", Noggler explains.
At the bottom line, the net profit for 2013/14 increased by nearly 63% to EUR 180.4 million.
An overview of the cash flow figures follows. The recurring FFO yield (based on market cap) was 10.2%.
A look at first quarter of 2014/15, in which the operating result was 6.5% down (due to property sales the previous financial): based on the Ruble's appreciation in this financial quarter the FX-related revaluation result was negative, however, and pushed the bottom line into the red (net profit: EUR -14 million). An additional factor is that the proportional share of quarterly results for the BUWOG Group are not included in first quarter earnings because BUWOG announces its quarterly results after IMMOFINANZ Group. This timing difference in the preparation of financial statements will lead to a one quarter shift in the inclusion of BUWOG’s quarterly results in IMMOFINANZ Group’s earnings. Therefore, the initial inclusion will take place in the second quarter of 2014/15, when the proportional share of BUWOG results for the first quarter of 2014/15 is taken into account.
Dietmar Reindl takes over now: "I'm very pleased to speak to you here for the first time". Reindl started in May 2014 as executive board member of IMMOFINANZ. He is responsible for all of the group's asset management activities as well as marketing.
He starts with an overview of IMMOFINANZ's changed portfolio – after the BUWOG spin-off: about two thirds are located in CEE (including Russia), about a third in Western Europe.
"The portfolio's occupancy rate is an important issue: in the retail segment we are very satisfied with an occupancy level of nearly 94%. In the office segment we have some catching up to do. Therefore we launched our so-called Agenda 2016, whose medium-term target is to increase the office portfolio's occupancy rate to over 90% ", Reindl explains.
He goes into concrete measures and explains the integration of services that we used to assign externally and the decentralisation of asset management (for example, we managed a letting volume of approx. 25% of total lettable space in 2013/14). Also important: relationship and key account management, which Reindl explains by example of our cooperation with Deichmann. We have been working together with the well-known retailer for more than 14 years. In this period, Deichmann has opened 41 stores with a space of 16,535 sqm in seven countries. Deichmann also entered the Russian market with IMMOFINANZ (in our shopping centre Goodzone).
A look at the latest development projects which will be completed in the current financial year: our shopping centre Tarasy Zamkowe in Lublin will open in Q1 2015, the Inditex Group with all its brands, H&M as well as Gucci, and other upscale brands are among the tenants. In Gerling Quartier in Cologne, currently IMMOFINANZ's biggest development project, apartments are now being handed over to owners on a steady basis, the first office tenants have also moved in. The inaugural celebration of the completion of the first building phase is on the agenda for April 2015.
In the last few weeks we also opened our STOP.SHOP. in Ketrzyn (the third in Poland and no. 51 in total); the number 4 in Poland (in Zary) opens in Q4 2014/15.
Our first VIVO! shopping center (that's our new brand in the retail segment) opens its doors in the Polish city of Pila on 17 October (Carrefour, H&M, Deichmann are among the tenants); another VIVO! in Stalowa Wola (also in Poland) will follow in the 3rd quarter of 2015.
Reindl on the dividend policy: "We're very clearly aiming for dividend payments for the current financial year - in the range of EUR 0.15 to EUR 0.2 per share, which can also include share buybacks".
Michael Knap, President of the Supervisory Board, takes over again and opens the discussion.
Mr. Rasinger of the IVA (Austrian Shareholder Association) begins and explains that the IVA today represents over 30 million shares ("under the usual conditions").
His remark on the annual report: "It's become a brick almost", he says, referring to the approximately 300 pages. "But it's very, very informative".
Rasinger's comments on the financial year: "From the perspective of shareholders it varied widely; satisfaction is mixed. The spin-off was certainly a success, expectations were met and there is still upward potential", says Rasinger. For the loyal (Austrian) private investors the fact that the BUWOG dividend is capital gains tax-exempt is welcome.
“Of course, it is painful for many shareholders that there is no cash dividend from IMMOFINANZ, even if this is non-recurring.”
Rasinger describes the share price performance as "very dissatisfying". "Based on the work you did, one has to assume you made considerable or every effort, but the market played its part", Rasinger said to the executive board.
Concerning the dividend policy: "I would wish for a cash dividend of at least 10 cents per share – a share buyback should not come into consideration until we're beyond that.”
Some of Rasinger's questions: When will the company's treasury shares be cancelled or sold? Who are the properties' buyers? How does it look with the strategy for Russia? What services will still be rendered for/by BUWOG?
In several parts of the annual report the investor lawsuits are reported on "quite extensively". "In relation to Aviso Zeta, I'm interested in how high their assets are".
A final comment directed at CFO Birgit Noggler: "On the one hand, it's very pleasing that you've been selected for a seat on the supervisory board of ÖVAG (Österreichische Volksbanken AG). On the other hand, I'm concerned you won't have enough time to relax".
A concluding remark directed at the AGM: "I don't know if you're aware of this, but today is the last annual general meeting with CEO Zehetner. Mr. Zehetner, we're certainly going to miss you because you like communicating with shareholders very much, with charm sometimes, but now and then you've got an edge! Mr. Zehetner has always stood by the company, he holds about 1.8 million shares. So Mr Zehetner, please come to the next general meeting – or make use of the IVA voting service. I hope you're able to complete what you've set out to do in the financial year 2014".
Zehetner begins his response:
"Concerning the scope of the annual report, we'd like to be thinner, but every year there are additional, extensive requirements.
You criticise that there is no cash dividend. I think I've explained it, but I'll go into detail right afterward.
Share price development is not satisfactory, this is absolutely true and I'm also of the same opinion. But share price development is what it is – and unfortunately we have as little a handle on Mr Putin as on the uprisings in the Ukraine, etc. The only thing we can do is continue working and bringing our influence to bear – where we are able to".
Zehetner on the distribution policy: "We have a clear policy to pay a dividend again for 2014/2015. We're aiming at a scale of EUR 0.15 to EUR 0.20 per share. We want to divide it up – mainly in a dividend payment – and in share buybacks because a lot of shareholders like to see this instrument". In March, after our financing with treasury shares has expired, the 9% of treasury shares used for this are to be redeemed. The extent to which the remaining 1% is to be exploited for share buybacks is being examined at present.
To whom are properties being sold? Zehetner: "The bigger properties we sell to institutional investors such as insurers, investment funds and wealthy private individuals. Silesia City Center, for example, was sold to Allianz and other consortium members".
The approximately EUR 10 million in costs for the BUWOG spin-off are accounted for by about EUR 3 million in bank and bank-related services, about EUR 5 million were directed to consulting mandates for banks and investment consultants as well as legal advisers, and about EUR 1.5 million to mandates for accounting and tax audits.
Zehetner goes a bit more in depth on the subject of strategy and Russia:
"As this is my last AGM a somewhat more extensive summing-up can be done: When I found myself in Baden on a grey November day in 2008 to meet with Mr Knap and Mr Fries to discuss whether I should take on the job at IMMOFINANZ, the group's consolidated market value was EUR 214 million. Around EUR 1.3 billion was repaid to shareholders in subsequent years (share buybacks, dividend distributions, BUWOG spin-off). Adding the current market value of IMMOFINANZ to this EUR 1.3 billion results in EUR 3.8 billion. Thus in just under six years EUR 214 million turned into EUR 3.8 billion. That means a yield of 62% per annum". Zehetner adds: "As far as this is concerned, what we've managed to do in those six years is entirely respectable, even if we're obviously not satisfied with the share price".
Zehetner on Russia: "When I joined the company then I did an assessment of Russia, of course. And with Rostokino and Goodzone there were a two of problem areas. Of course I asked myself at the time what should be done with them. Should we finish building these shopping centres, do we even have enough money to? A renowned shopping centre operator from Europe pulled out of Russia at the time – from a much better project. But we stayed on. I also don't think we would have had the option of leaving Russia behind in 2009".
Summed up in figures, in the period from 2008 to 2014 this is a nearly EUR 574 million net increase in value as well as an operating result (2009 to 2014) of EUR 506 million – thus a total of over a billion euro. Zehetner: "These figures are history, but I think we made the best out of it".
Mr Fries, major shareholder and supervisory board member, comes to the podium and also takes a look back at November 2008, when he asked Mr Zehetner if he wanted to take on the IMMOFINANZ job. "The entire supervisory board and I were relieved back then", Fries says. "It was a truly, truly difficult time – and we were all relieved that he decided to come".
Fries: "I don't want to bid farewell now because Mr Zehetner has plenty ahead of him in the remaining seven months. Some of it has already been written in the media. On behalf of the Fries and Scherb families, thank you very much!"
CFO Noggler addresses questions on the internal audit, for which we received an excellent confirmation in the last financial year in the scope of an external quality examination. Noggler on her supervisory board mandate at ÖVAG: "The Ministry of Finance approached me. I consulted the supervisory board and am going to do it. I will certainly not neglect my responsibilities here".
The next shareholder comes to the podium and says that during the era of IMMOFINANZ's former management the microphone was shut off on him during a question in the AGM – and he immediately brings up a couple of questions pertaining to the Petrikovics era.
On the status of IMMOFINANZ's proceedings against Petrikovics/Hochegger/Astropolis (EUR 10 million commission for the BUWOG privatisation): "We sued because we didn't find any services for the EUR 10 million", Zehetner explains. "There was a court hearing, now there has also been a change of judge. The next hearing is scheduled for May 2015. Our representation is Dorda Brugger Jordis".
Another shareholder calls the annual report "very informative and very comprehensive", but would prefer to have delivered the printed version earlier. A few questions: Does IMMOFINANZ pay for external share analyses? Does the company plan to expand outside of Moscow or Moscow Oblast (Moscow's surrounding areas)? Will there be an expansion in Austria with the brand VIVO!? What's the target concerning the loan-to-value ratio? He also welcomes that Russian property financing is taking place through Russian banks.
And concerning reports on the CEO's salary he would like to know from Mr Zehetner how many hours a week he works. "We shareholders are unhappy that you are going to leave the company at the end of April next year. I would like to thank you for what you've accomplished for IMMOFINANZ. I'm conferring on you the title of "Mr. IMMOFINANZ!"
Zehetner answers:
"We don't pay anything for the external share analyses. We don't have any plans to expand outside of Moscow at this time or in the near future. We currently have a project underway in which we are trying to obtain the approvals for expanding our shopping centre Golden Babylon 1. This is located at a metro station and we have now the chance now to expand it.”
Concerning his working hours: "Six days a week and at least 70 hours – and during every waking hour you think about the job, it's constantly on your mind".
Dietmar Reindl: "An expansion of VIVO! to Austria is not planned because the density of shopping centres is already quite high in this country. We're thinking more of Poland for expansion". Reindl also comments on our start-up cooperation with Clusterhaus. The rents for the start-ups in our Clusterhaus locations range from EUR 9 to EUR 11 per square meter.
The Loan-to-value ratio is currently below 50% – we intend to stay at that level.
A shareholder wants to know how about "warning signals" for a property.
Zehetner: "If you're not making any money with it, or much less than before".
The next shareholder comes to the podium: "I've been a shareholder for a long time, but I'm at the AGM for the first time. I would like to address the problem of the considerable gap between share price and net asset value. To what extent is the executive board in such a situation required to sell properties and dissolve the company?"
Der Vorstand hat unter eigener Verantwortung die Gesellschaft so zu leiten, wie das Wohl des Unternehmens unter Berücksichtigung der Interessen der Aktionäre und der Arbeitnehmer sowie des öffentlichen Interesses es erfordert.
Zehetner: "It's quite simple: the Austrian Stock Corporation Act requires the executive board to run the company according to the needs of the company and all stakeholders.” And he stands by it.
On the dividend payment: yes, the next dividend payment as well as the subsequent one could still be exempt from withholding tax as it is treated as repayment of capital in accordance with the Austrian Income Tax Act.
Another shareholder comments on the gap between NAV and share price: Is the market really always right and Putin to blame? "I would ask you to undertake everything to reduce this gap. Everything has to be considered, also whether a weighting in the DAX might not be better than in the ATX”, the shareholder says, alluding to the performance of the German residential property shares. The shareholder also remarks very discontentedly on the length of the court proceedings for former management.
Zehetner: "The BUWOG spin-off was a measure to close the share price gap to NAV. This is seen in the performance of the BUWOG share. And with our bonds exchangeable in BUWOG shares we are already close to NAV (if you look at the exchange price at EUR 17.03). Regarding the IMMOFINANZ share price, we haven't succeeded at that yet". The CEO goes into more detail, saying he would not sell the Russian properties at this time. "Nor do I know where we would invest now to obtain such high yields on rent".
Furthermore: Why do German residential shares perform well? Because investors see them as substitute to the money market due to the low interest rate environment.
Zehetner: "I'm happy that we carried out the BUWOG spin-off. Otherwise – if BUWOG would be still under the IMMOFINANZ umbrella - the residential part would also be traded with a discount of about 50%".
And is the market always right? Zehetner: "No. I used that in an interview as a quotation. The market is not always right, otherwise there wouldn't have been an internet or real estate bubble – to name just a couple of examples".
Regarding Russia: "We'll certainly sell our Russian properties in the medium to long term, just as we plan to sell all of our other properties and reinvest the money. But for now I wouldn't consider sales in Russia advisable".
DAX or ATX for IMMOFINANZ shares for a better performance? Zehetner: "Believe me, that wouldn't change a thing".
On BUWOG's Frankfurt listing: "We did that to help BUWOG attract attention on the German market". The Frankfurt listing certainly doesn't hurt, says Zehetner regarding the fact that the BUWOG share in Vienna has a much higher liquidity than in Frankfurt. Due to its integrated development business BUWOG also has a more exciting and more sustainable business model than its German peer group.
Another shareholder gives suggestions for the graphic design of the AGM file. He also doesn't like that the croissant in the morning was sacrificed for an appetizer at lunch. Note: here there must have been a misunderstanding because the so-called "appetizer voucher" on the GM ballot is for the croissant. Then at noon there is a main course and dessert. So we're still serving breakfast. It was a misprint: instead of "appetizer" it should have said "breakfast". Sorry, it can happen.
The next shareholder wants to know how many tenants at our Russian shopping centres received reductions in rents (due to the weakness of the Ruble). He also wants information on Romanian development projects and on the demand for investment in the country as well as on the occupancy level in Hungary.
Zehetner on the purchasing power and on the partial reduction in rents in Russia: in our three smaller shopping centres in Moscow we have practically no negative influences. In Rostokino there are numerous tenants who approached us asking to what extent we could support them. Believe us, we are reluctant. But viewed over the entire year we have to expect a low one-digit percentage loss in rents – due to short-term reductions as well as diminished purchasing power in Moscow.
He also points out that we have substantial security deposits and guarantees for the rental agreements in Russia.
Regarding Romania: with ADAMA (our local residential brand) we're working on a few projects (apartments for sale only). In the office and logistics segment there are also two projects in the pipeline. As a whole, we're optimistic for Romania. "When you travel through Romania you see how positively the country is developing, even if the money hasn't reached the people yet".
Regarding Hungary: our STOP.SHOP. expansion in Gödöllö is fully let.
A shareholder comments on the combined value of the IMMOFINANZ and BUWOG share, which is unsatisfactory for him. On the other hand, every shareholder is responsible for his own actions. "You can't always blame the executive board for everything". He is unhappy that IMMOFINANZ was relegated from the ATX Five index. The shareholder also extends his thanks "for the patience you've had with me. I don't think the company would exist anymore without you", he said in the direction of Mr Zehetner.
Questions are now read aloud, but quite a number of them were addressed in the run-up, regarding the dividend, for instance, and why the BUWOG share has performed better than IMMOFINANZ since the spin-off.
Could potential seizures on foreign assets in Russia have any effects?
Zehetner: a few days ago there were reports that a government member in Russia plans to introduce such a draft law. We looked into it then; it was a proposal that got negative feedback. We also don't expect Russia would really take such an action.
Supervisory Board Chairman Knap: Are there any comments on agenda item 1? A vote on this item is not required.
Knap: "That brings me to the 2nd item on the agenda – briefly, the approval of the actions of the members of the executive board for the financial year 2013/14. The executive board and the supervisory board propose to resolve on the approval. . Is any further discussion desired?” That doesn't seem to be the case.
Regarding presence: 3500 shareholders or shareholder representatives turned up who represent 356 million shares. The AGM therefore has a quorum.
We come to the vote: the AGM votes in favour of approving the actions of the executive board – and at 99.94% consent.
That brings us to the 3rd item on the agenda – briefly, a resolution on the approval of the actions of the supervisory board for the 2013/2014 financial year.
There is no discussion desired for this item on the agenda. There is a vote: approval is granted – and at 99.23% consent.
That brings us to the 4th item on the agenda, the resolution on the remuneration of the supervisory board members for the 2013/2014 financial year.
The total remuneration for the members of the supervisory board elected by the general meeting for the 2013/2014 financial year is to be established at EUR 289,575 in total, whereby the distribution of this remuneration is left up to the supervisory board. The general meeting grants its approval - at 99.99%.
Things are moving along quickly. Knap: "This brings me to the 5th item on the agenda – briefly, the election of the auditor for the annual and consolidated financial statements for the 2014/2015 financial year. The proposal you have from the supervisory board says to appoint Deloitte Audit Wirtschaftsprüfung GmbH of Vienna as auditor for the annual and consolidated financial statements for 2014/2015".
There is a comment. A shareholder wants to know whether the projected costs for the audit will be less because the company is smaller without BUWOG. CFO Noggler says yes, but that the fees have not been finalised yet.
The GM votes: the request is accepted – at 99.92%.
We come to the 6th item on the agenda: elections to the supervisory board. Christian Böhm's mandate, which is ending on conclusion of today's GM, is to be extended. The supervisory board proposes reducing the number of supervisory board members (capital representatives) from seven to four and reelecting Christian Böhm to the supervisory board for the period until the conclusion of the general meeting that decides the approval of the actions of the executive board for the 2015/2016 financial year. The supervisory board of IMMOFINANZ would thus comprise four capital representatives (Knap, Fries, Böhm and van Ommen), all of whose mandates would then run until the end of the ordinary general meeting for the 2015/2016 financial year.
A shareholder wonders why Böhm's mandate is only being extended by two years. When asked, Böhm says that for compliance-related reasons he is not allowed to provide any information on whether the APK pension fund (whose CEO he is) holds IMMOFINANZ shares.
Knap: "Yes, it's intentional that all supervisory board mandates expire at the same time".
Now the reduction of capital representatives on the supervisory board from seven to four is voted on. It is approved – and at a rate of 99.98%.
We come to the election of Christian Böhm – here there is 97.03% approval. Böhm accepts the vote.
We come to the 7th item on the agenda: the revocation of the authorisation of the executive board to increase the registered capital (authorised capital) in connection with a new authorisation of the executive board to increase the registered capital pursuant to section 169 Austrian Stock Corporation Act (authorised capital) in return for contributions in cash and/or in kind including the authorisation of executive board to exclude the shareholders’ subscription rights and the related amendments to the Articles of Association.
Knap turns the floor over to Zehetner. He explains that the existing authorised capital pursuant to the resolution of the general meeting of 2 October 2009 – on a scale of up to 229,525,447 shares – expires on 22 October 2014. "To guarantee the company's continued flexibility for capital measures, a renewal of the authorised capital is recommended to the general meeting. The authorised capital recommended for the resolution is limited to a total of 20% of ordinary share capital".
The authorisation of the executive board to issue new shares, with the consent of the supervisory board, is an instrument in the Austrian Stock Corporation Act with which stock corporations can carry out capital measures quickly. Granting authorised capital is common for listed stock corporations so that the relevant flexibility for capital measures is guaranteed, Zehetner explains.
The proposed resolution also includes the authorisation of the executive board to exclude the subscription rights of shareholders.
It comes to the vote: approval is just under 80%.
This brings us to the 8th and final item on the agenda: the authorisation of the executive board in relation to the acquisition and sale of treasury shares.
CEO Zehetner comes to the podium and explains that the executive board shall be authorised for a time period of 30 months to repurchase treasury shares in the company up to 10 per cent of the share capital of the company, also with repetitive utilisation of the 10 per cent threshold, both via the stock exchange and off-exchange, also excluding the shareholders’ right to a pro-rata disposal of their shares. Furthermore, the executive board shall be authorised to resolve on a mode of sale of treasury shares other than via the stock exchange or via a public offering or to deploy the shares in other forms and to redeem treasury shares.
There are comments.
Zehetner announces the intention to redeem shares (9% of treasury shares are currently being used for financing; they are to be redeemed when the financing expires).
We come to the vote: the request is approved at a rate of nearly 99%.
We've come to the end of today's 21st ordinary general meeting. "The agenda is concluded", Knap says shortly before 16.00. The number of listeners in the room has reduced considerably. "I thank you for attending and conclude the general meeting".
The AGM presentation (only German) will be placed online shortly; we'll insert the link here then.
http://www.immofinanz.com/de/investor-relations/praesentationen/
Thank you for reading (and for overlooking the couple of typos) and for your interest!
Update at 5.50 pm:
We have also published the following corporate news:
IMMOFINANZ – Resolutions passed by the 21st Annual General Meeting
IMMOFINANZ – a publicly listed European commercial real estate group with focus on two asset classes: Office and retail in eight core markets.