Ladies and gentlemen, I hereby open this extraordinary general meeting of shareholders, and I would like to start by extending a warm welcome to all of you participating virtually. To allow for an efficient organization of the AGM, the EGM, it was decided to hold it virtually similar to the last three AGMs. To ensure as much interaction as possible, AkzoNobel offered the possibility to shareholders to submit questions regarding the agenda items prior to the start of this meeting.
These questions will be answered during the meeting. In addition, questions may be submitted at any time during this meeting using the chat box on the online voting platform. Our aim is to answer all questions during the meeting. Questions not answered during the meeting, should there be any, will be answered on our website after the meeting. The meeting will be held in English.
Together with me on stage is Mr. Dick Sluimers, Chairman of the Remuneration Committee, and Dr. Hilka Schneider, our General Counsel and Secretary of this meeting. Mr. Grégoire Poux-Guillaume, who is proposed to be appointed as member of the Board of Management, is present today and will address the shareholders shortly. Furthermore, Mr. Bart-Jan Kuck, the civil law notary and acting as the independent proxy holder, and is also attending this virtual EGM. Before we continue, I would ask Hilka to explain the voting procedure. Over to you, Hilka.
Happy to do that, Nils. Good afternoon, and also from my side, a warm welcome today to all shareholders attending today's meeting. You may cast your votes on the meeting item during the entire meeting. The voting has been open since the start of the meeting. The chairman will clearly indicate when the voting will be closed and provide you with some time to check if you have submitted your vote. The slideshow now shown on the screen shows the instructions for navigating to the webcast, the chat box, and the voting. After selecting the voting section, you can select For, Against, or Withheld.
You can change your vote throughout the meeting until the chairman closes the vote. For further information on the virtual voting, I refer to the manual published on our website. Shareholders were also given the opportunity to vote remotely via the ABN AMRO website.
Mr. Bart-Jan Kuck, civil notary, will cast the votes as the proxy and independent third party for the participating shareholders. For this meeting, August 9, 2022 was set as the record date. Anyone owning shares on that date was entitled to register to attend, vote, and participate in today's meeting. Please be informed that the voting result will be announced at the end of this meeting and will also be published on our website. The notice and agenda were published on the AkzoNobel website. This meeting has been properly convened, is held virtually in accordance with the provisions of the Temporary Act COVID-19 Justice and Security, and is entitled to adopt legally valid resolutions. Back to you, Nils.
Thank you, Hilka. The virtual registration of shareholders closed at 2:00 P.M. A share capital of approximately EUR 66.9 million is represented so that in total approximately 134 million votes may be cast. The level of attendance is approximately 76.8%. We'll now proceed with item two on the agenda, the appointment of Grégoire Poux-Guillaume as member to the Board of Management as per November first, 2022 until AkzoNobel's annual general meetings in 2027. If appointed, Grégoire will be designated as CEO as per the same date. A short résumé, as well as a summary of the main elements of his contract are published on our website. The holders of the priority shares resolved not to make use of their binding nomination rights.
Greg is an international business leader with 30 years of experience. He has a distinguished track record of managing successful businesses in challenging environments, delivering business growth and improving results. Previous roles include CEO of Sulzer, CEO of General Electric Grid Solutions, which was previously Alstom Grid, and Senior Managing Director of CVC Capital Partners. Greg has lived in or worked in Switzerland, England, Scotland, France, Myanmar, and the U.S. Greg is current Chairman of the Board of Directors of medmix Ltd, a publicly listed med tech company in Switzerland. He will step down as chairman as per the annual general meeting of medmix Ltd in April 2023, but may stand for re-election as a non-executive member of the board of directors.
The Supervisory Board is happy and confident to have found the best match for AkzoNobel to continue our position as a front runner in our industry. His experience will provide a valuable perspective to help us with future growth and financial performance. Greg, could you please come up and briefly introduce yourself?
Thank you, Nils. I'm honored to be proposed for election to the Board of Management of AkzoNobel and to have been chosen by the Supervisory Board as the company's next CEO. AkzoNobel is a global, innovative market leader in the markets it serves. It develops products the world needs, products that address the aesthetics and performance of customer assets with sustainability at the core of everything the company does. I could not be more excited.
I have been at the helm of industrial businesses for 20 years in fields that range from capital goods to med tech to energy to environmental protection for companies such as Sulzer, General Electric, and Alstom. For the last 7 years, I've led publicly traded companies as either chairman or CEO. I also have a background in strategy with McKinsey and in private equity with CVC Capital.
I believe that my B2B leadership experience, my strategic transformation track record, and the relentless focus on value creation I learned in the investment world will help me be an effective leader for AkzoNobel. I look forward to working with the talented and dynamic AkzoNobel team at all levels of the organization to build on the significant progress achieved during Thierry's tenure. Back to you, Nils.
Thank you, Greg. We look very much forward to the cooperation, and I would like now to hand over to Dick Sluimers, Chairman of the Remuneration Committee, to comment on the main elements of the management contract. Over to you, Dick.
Thank you, Nils. Dear shareholders and other participants, in my role as Chairman of the Remuneration Committee, I'm pleased to be here to address you today regarding the attendant appointment of Grégoire Poux-Guillaume as Chief Executive Officer of AkzoNobel. The slide that is now presented summarize the main elements of the management agreement for Grégoire. I will talk you through the relevant details. I'm happy to take any questions that you may have once we reach the questions and answer sections of today's meeting. Let me start by stating that the remuneration components for Grégoire all are in line with AkzoNobel's remuneration policy for the Board of Management. Grégoire will receive an annual base salary of EUR 1,225,000. The amount is to be reviewed annually, taking benchmark data, internal pay differentials, and performance into consideration.
Next to this base salary, Greg is also eligible to an on-target annual short-term incentive of 100% of his base salary according to our remuneration policy. The minimum payout is zero percent of base salary, while the maximum level is 150% of base salary when all financial, non-financial, and personal objectives are achieved at or above the maximum performance levels. The financial objectives under the short-term incentive plans are related to adjusted operating income and free cash flow. In 2022, Greg will be entitled to a prorated on-target payout under the short-term incentive plan over the months October till December 2022, equal to three-twelfths of his base salary.
Regarding the long-term incentive plan, Greg will participate in the performance share plan for the Board of Management and is also eligible for an annual grant equal to 200% of his base salary. The applicable metrics are adjusted EBITDA, ROI, revenue growth, and ESG. Any vested shares are subject to a 2-year holding period. At appointment, Greg will be entitled to a prorated long-term incentive of 27/36 of 200% of the annual base salary for 2022. The prorated LTI will follow the applicable vesting scheme and is subject to the terms and conditions of the current LTI plan.
Under the share matching plan, Greg is required to invest a minimum of 25% and is allowed to voluntarily invest up to 50% of his net short-term incentive proceeds, for the grant of bonus shares will be matched on a 1:1 basis on their full investment. Furthermore, Greg is entitled to certain other benefits, of which the contribution to a pension plan is the most important benefit. The pension plan is in line with the regular pension plan for the Dutch-based employees. In line with the Dutch Corporate Governance Code, Greg is eligible for a 1-year base salary at time of termination in the management agreement. There will be no severance payment in case of dismissal or termination for urgent cause or leave at the initiative of Greg.
In all other cases, including at the end of his contract, without Greg being reappointed, the severance payment will be equal to one year base salary. Any variable remuneration components, expense allowances, and pension contributions owed by AkzoNobel will not be included when calculating the severance payments. With that, I would like to end this explanation and hand it back to you, Nils.
Thank you, Dick. We now come to the question and answer part of this exercise. I'll ask Hilka, do we have any questions?
Yeah. I'm happy to guide you through three questions that we have received from the European investors, the VEB. Firstly, the VEB wants to know if the supervisory board considered a reappointment of Mr. Vanlancker for a new term of office. Secondly, the VEB notes that the proposed change in leadership marks an important moment for AkzoNobel. The VEB asked the supervisory board to discuss the search process, including the timing, profile used, and whether both internal and external candidates were considered. Finally, the VEB asked Mr. Poux-Guillaume to elaborate on his priorities as newly appointed CEO.
Thank you, Hilka. In reply to the first question, it was not considered to extend Thiery terms of office beyond the AGM in 2023, which was the agreed departure date from 2021. As the supervisory board selected a successor who was available earlier, we find it a good thing, and it was agreed with Thiery that he would step down as per November 1st, which was before envisaged. On the VEB second question, the supervisory board, and it's a very important question, the supervisory board started a very diligent search process in September 2021. After meeting several very reputable executive search firms, a firm was selected, and various meetings were held to discuss and agree on the profile and the search process.
The supervisory board was looking for an experienced CEO with business to business knowledge who played a pivotal role in listed companies and had global experience. Together with our external advisors, a wide range of diverse candidates, including internal candidates, was considered. Following extensive review, the long list of candidates was shortened and several interviews by the nomination committee and the other members of the supervisory boards were held. In accordance with the recommendation by the nomination committee, the supervisory board feels that Greg is the right candidate for the job, and as noted in my earlier introduction, Greg has a strong track record of successfully managing profitable businesses in challenging environments, which is definitely the environment he will be meeting also here at AkzoNobel.
Regarding the final question from VEB, today, we ask our shareholders to approve Greg's nomination as member of the board of management and CEO. If approved, Greg will join AkzoNobel on October 1st to ensure smooth transition as per November 1st. Greg will engage with the financial markets around the 2022 full year results, which means, in Q1 and Q2 , 2023, and will then comment on his views and priorities for the business. Hilka, did we receive any additional questions?
No. We have not, Nils.
So far not. Well, thank you, Hilka, then. Thank you everybody who had asked questions. Before we close the vote, I now kindly request you to check whether you've submitted your vote, and we'll pause for one minute for you to do so.
Nils, we have actually just now received one additional question.
Good
We're just getting it in the system, so wait a minute and then to answer that.
Don't vote yet. There might be a question that will make you change your mind. We will have the question up in a minute.
The question is also from the VEB, and the VEB asks recent CEOs of AkzoNobel were outsiders. Mr. Wijers, I hope I pronounce it right, Mr. Büchner, and Mr. Vanlancker. The same holds true for Mr. Poux-Guillaume. What does this signal about AkzoNobel's management development programs?
Well, I think it's a very good question. As we said, we did consider internal candidates, but we also concluded that for now, for this time, the right decision was to take an external candidate. This is absolutely not a signal that we should not have an ambition to develop our own internal candidates. I think it's a very valuable contribution to this meeting. Thank you. Any other questions, Hilka?
The VEB has asked one follow-up question on this. Does the supervisory board consider the fact that no internal candidate was available to be a point of concern? Is that a special point of attention for the supervisory board?
I have not said that no internal candidate was available. What we have said is that we have decided to choose an external candidate this time, which is slightly different. I think it is very important that AkzoNobel is very conscious of the need to develop its own people, and we will be further strengthening the activities in this area going forward.
Nils, we have more questions coming in, one more at least, from the VEB. What assignment did the supervisory board convey to Mr. Poux-Guillaume?
As you will have taken from our recent results presentations, Akzo has developed in the last years into a very competitive and well-performing company. Therefore there's no guidance to Mr. Poux-Guillaume on need for drastic changes, but there is a need to continue the good development, and the ambition, of course, is to lift the performance of AkzoNobel up to yet another improved level. That is the brief. We have a very big operational agenda ahead of us still to reduce cost and adapt to the current difficult environment. We made a couple of very significant acquisitions over the last years that needs to be integrated.
I would think that for the foreseeable future, Grégoire Poux-Guillaume will have a very busy time, and we look forward to him continuing the good work of Thierry Vanlancker.
We have one more question from the VEB on the remuneration for Thierry Vanlancker, and probably that's one for Dick. Will Mr. Vanlancker be eligible for severance/termination payment? How will the supervisory board handle the shares that are conditionally granted to Mr. Vanlancker?
Dick?
Yes. Thank you, Hilka. The way we will treat and we will respect the contract that was made up with Mr. Vanlancker and where the main elements were presented to the AGM of 2021 will be respected by us, and we will pay him according to that contract. Of course, it's according to Dutch law, there is a severance payment, and of course, there are also elements concerning STI and LTI. Let me be clear, those elements are based for a large part on variable pay.
To what extent that really will be paid out will be dependent on the results of the company, and to what extent they will meet the targets that were set in the early budget round at AkzoNobel. We will report on this in the remuneration report that we will present at the AGM of 2023.
Dick, we probably have one more question for you then also from the VEB, and that just came in. The VEB notes that the salary for the new CEO is up EUR 100,000 compared to Mr. Vanlancker. This implies that potential STI and LTI will also end up higher. Did the supervisory board perform a new peer study to arrive at this higher base salary?
No. What we did is that base salary, and that's, I think that's always something you do if somebody new comes to the company. We compared it with the usual benchmark we use at AkzoNobel, and that implied a small 4% increase of salary of the new CEO. That was it.
Nils, at the moment, we don't have any further questions, so we can continue.
All right.
Okay.
Thank you, Hilka, and thank you for, once again, for the questions. Before now closing the vote, we will kindly request you to cast the vote if you haven't checked or check and cast your vote if you haven't done so, and we will give you another minute, so that means two minutes so far, for doing so. We'll continue answering. Don't stop voting. We will give you another chance after the questions stop.
Okay.
Hilga.
There are two further questions from the VEB on the 2022 half-year performance. According to the latest figures, AkzoNobel has by now completed EUR 300 million of the EUR 500 million share buyback program that started in March. Is it sensible to continue this buyback considering current market trends, inflation, pressure on EBITDA, VUCA, and FCF? Leverage ratio ended at 3.2 as per June 2022, well above AkzoNobel's target of 1-2 times net debt EBITDA by 2023. What gives AkzoNobel the comfort that this target is still realistic? The cash out for Orbis is an incidental item, but pressure on EBITDA and working capital is likely to persist given current market dynamics.
Yes, I think that is a very relevant question. None of us know exactly what the coming months will bring. Should we decide to reconsider the share buyback or change the nature of it, we will come out with a statement. Until then, we have no real comments on it. I think, Hilka, you said there were two questions.
Yes. The second question is, AkzoNobel targets a strong investment credit rating. Recently, Fitch downgraded AkzoNobel to a BBB status. What's AkzoNobel's reaction to this downgrade? Does AkzoNobel recognize Fitch's concerns?
Well, AkzoNobel is a company with a very strong cash flow and a very healthy financial profile. We have said that our target is to have a strong rating, but we've also said that we would be prepared to sacrifice that position for shorter periods when interesting acquisition opportunities were available, and we have taken some investment decisions in the acquisition area over the last period. It is clear that when earnings then come under pressure, as they undoubtedly will if we enter into a recession, that there will be pressure on the investment grade. We still feel that we are on very solid territory, and have no reason to expect that we will be met with demands we can't meet.
At the moment, we don't have any other questions, so maybe we try to get back to the.
We try the one minute again. We'll start a new minute for voting, and please check whether you voted. If not, then you can cast your vote now. Thank you very much. The voting has been closed, and the voting results should now be shown on the screen. I conclude that agenda item 2A, the appointment of Grégoire, has been adopted with a majority of more than 99% of the issued votes. Congratulations to Grégoire. Ask Hilka to record the voting results, which will also be published on our website. Thank you for your vote, and once again, congratulations. As from October 1st, 2022, Grégoire and Thierry will start the transition to ensure a smooth handover as per November 1st, 2022, as Thierry will continue as our CEO for another two months.
It's too early to say goodbye yet, though I would like to thank Thierry Vanlancker for being cooperative and supportive throughout this process. I look forward to our remaining time here together at AkzoNobel. I hereby close today's meeting. Thank you for participating today, and I look forward to seeing you again at our next annual meeting, general meeting in 2023. Thank you very much.