Good morning. I'd like to welcome you all to the Annual General Meeting of the shareholders of Trifork Holding AG for the Financial Year 2022. I'm particularly pleased to be able to welcome you in person to our AGM this year, after no physical meetings were possible in recent years due to the pandemic. It's really nice to see you all. I'd also like to welcome our shareholders who follow our AGM via our live stream today. Some of you might be logging in, but there will be some time between now and when we set to vote, so it should be okay. In this context, I'd like to emphasize that the live stream is only intended to give all shareholders the opportunity to follow today's AGM and for information purposes only. It's therefore not possible to exercise any shareholder rights via the live stream.
This means that the audience on the live stream cannot make any statements, proposals, or motions, and cannot cast any votes via the live stream. On the screen, you see the agenda. Before we move into the agenda, I would like to say a few words, and those are words of gratitude. I think we all recognize that 2022 was a difficult year and that 2023 looks to be challenging as well. Somewhere between war in Ukraine, inflation, uncertainty in the markets broadly, the fall of Silicon Valley Bank, and almost of Credit Suisse, there is a lot of uncertainty. If there is one thing that is certain, it is that any kind of uncertainty requires a lot of management and the broader organization in order to ensure that our customers are kept content and that we keep growing in a profitable manner.
Jørn and Kristian will talk about the business in detail in a short while. On behalf of the board, I'd like to take this opportunity to thank Jørn and Kristian and the wider Trifork family, including all of you present, for their efforts in 2022 and the beginning of 2023. I'd also like to thank our investors for their trust in Trifork and for engaging in a constructive manner. We listen to and we value all your input. Two themes have been raised or dominated recently. One is ESG, where I can assure you that we are working on improving our reporting and refining our strategy to ensure that we meet relevant expectations while staying true to our values of improving the world by software. Another theme is remuneration, and I think it's safe to say that we spent substantial time on remuneration issues in the board.
As regard board members, we encourage all board members to hold some shares in Trifork. As for other raised aspects of remuneration, they will be discussed during 2023. For Christoffer Holten, who's leaving the board today, a particular thank you for valuable contributions during the past year. Thank you. With that, I'd like to start with the formal part of our AGM and pursuant to Article 13 of the Articles of Association of the company. I state that I take the chair of the meeting and herewith appoint Andrea Sieber as secretary and Christof Stöckli as scrutineer of today's meeting. Thank you both. I welcome the following colleagues and fellow members of the Board of Directors: Maria Helene Hjorth, Olivier Frédéric Jaquet, Casey Louis Rosenthal, Anne Templeman-Jones, and the members of the Executive Management, Jørn Larsen and Kristian Wulf-Andersen, who are all present in person today.
I'd further like to welcome Erik Theodor Jakobsen as designated new member of the board, who I'll introduce later in today's annual meeting. Furthermore, I also welcome André Weber, attorney at law, as our independent proxy, Tobias Meyer as representative of Ernst & Young AG, our auditors, and Melanie Müller, attorney at law and notary public, who will act as notary public for the notarization of today's agenda items 4.1, 6.1, 6.2, 6.3, and 7. As for the convocation of the meeting, I note that the invitation, including the agenda of today's AGM, was sent by postal mailing to the shareholders' addresses entered into the shareholders' register, published on the company's website, as well as published in the Swiss Official Gazette of Commerce on 20 March 2023, in accordance with the Articles of Association of the Company and statutory laws.
The annual report for 2022, including the remuneration report for 2022, the consolidated financial statements for 2022, the annual financial statements 2022, and the respective reports of the auditors have been made available for inspection on the company's website, as well as at the registered seat of the company. The shareholders have had the opportunity to inspect the minutes of last year's annual general meeting at the company's registered seat, as well as on the company's website. André Weber is present and acts as independent proxy. A public deed will be drawn up for registration purposes with the commercial register, and that minutes of the meeting will be kept in accord in addition to the public deed, and no objections have been raised against the agenda.
I'd also like to point out that in order to facilitate the recording of the minutes, the annual general meeting will be recorded this year. This recording will be destroyed after the approval of the minutes by the Board of Directors. I assume that you are in agreement with this procedure. Thank you. Before we start on the voting on the agenda item number one, I'd now like to give the floor to our CEO, Jørn Larsen, who will first present the most important business developments of the reporting year and give an outlook on the business year 2023. Then our CFO, Kristian Wulf-Andersen, will explain the course of business and the figures for 2022.
Thank you, Julie.
Is the sound still okay, Reverend? Good. You probably all know I like to stand up. Welcome to the AGM, and thank you so much for all the help and effort to all of you. Also a thank you to all of our colleagues around the world. As Julie already mentioned, 2022 was an interesting year, and 2023 seems to be as well. First of all, we will look into the structure of the company. Actually, we introduced this new slide that you see on the screen now that kind of shows the proportion between our R&D, so Labs, and the Trifork Segment, because sometimes our investors are very interested in what we do in Labs, but it is a fairly small part of what we do.
We also show on this picture here to the left what are the governance principles or how we operate Trifork Segment, and to the right, we can see how we operate and how the governance is for Trifork Labs. Let's move on to the next page. Something we always show in all our meetings, and Kristian and me and Frédéric and Kristian, we do a lot of investor meetings, so we meet a lot of people around the world, and that's wonderful. One picture we always look at, because this is our little piece of art, is to take a step back and look how we have developing the revenues, because that's one number that drives us. We believe at Trifork that you need to grow as a company continuously, because if you do not grow, you'll probably disappear.
We are very much inspired from the law of nature. If you look outside and you see a tree, you cannot really imagine a tree one day deciding to stop growing or start getting smaller. What will happen when a tree stops growing? It is actually dying, and it will disappear. The same thing we believe will happen to companies. Our mission is to continue to grow. In 2022, we realized EUR 185 million in revenue, and our guidance for 2023 is between EUR 205 million and EUR 215 million. We still anticipate some growth. I know the people on the two last rows will have to work quite hard to make these numbers happen. It is a group effort. We are in this together. Also, if we do not have a profit, we cannot pay salaries. If we do not pay salaries, probably our colleagues will run away.
We need to be able to do that. As you all know, cost comes before income, and therefore we always need to run in front of our cost base. You can see that actually over a 15-year period, we had a CAGR of 24% growth also on EBITDA. Our expectation for 2023 was between EUR 34 million and EUR 37 million, and in 2022, we realized just short of EUR 32 million. We have chosen, Kristian and me and the board, to maintain the guidance also midterm. It can seem as a bold move, but we feel confident that all our business units are able to lift this guidance. Let's move on. Here you have some of the highlights, and I will not talk about all these six points. It will take too long, but I will highlight a few things because we have our board member from Australia here.
Now we also have a relevant business in Australia. Actually, in the fall of 2022, we acquired a conference series in Australia, reinforcing our effort to inspire to be in Australia, U.S., and in Europe. We do not want to miss out on any trends upcoming, and we want to gauge in each of these three territories what are the trends and what do our customers and potential customers look for. That is very important. Also, what you can see between the lines here is actually that in 2022, we grew our revenue more than the number of people added to the company. That is what we normally call scalability. What is the scalability of Trifork? That is a positive thing as well. It is hard to find talent, so the more you can do with less is a good thing.
Here we have our combined numbers. In particular here, I want to raise that the organic growth for 2022 for revenue was 19%, and we ended the year for the Trifork Segment adjusted EBITDA margin of 17.3%, which is in alignment with our guidance. You can also see to the right of the screen how our Inspire has evolved. We are tracking constantly how much attention our content is receiving on the internet, and we see some quite good traction there. Let's move on. We made it also somewhat easier to understand our lab business. We added a new page that we will have a look at in a moment. Here you see how our lab companies support our Inspire- Build-R un and our six business areas. Actually, we just won a nice contract because of Arkyn for a German customer.
It is very good to see how the lab companies and how Trifork, when they work together, can win businesses that either of them could not win being on their own. That is the whole idea with labs, that it should support each other's development. Let's have a look on the next page. This is the new page I am talking about that our investors in particular have been quite happy about because we have a large number of lab companies. We often get questions of which company should we look at to find the value because investors sometimes are just after the value and the value creation.
We help them quite a bit by saying that the top five, and they are not sorted in any particular order other than alphabetic, represent a lot of 69% of the total book value and resulting in EUR 60.3 million. Most of the value in our books are among those five. Let's move on. ESG update. There is a lot of things happening in the ESG report from our side, and we expect over the next years that this report will be more and more comprehensive. It's really about being responsible towards the world, towards our people, and how we conduct business.
We track a lot of KPIs and also to the ones who sit in the back that it's really important that every time we spend a euro, that we know how it was spent and for what and what the environmental impact is spending that euro. You can read a lot about this in our report. There are two pictures here on the screen. One is a picture of the almost finished Trifork Smart Building One that has a large number of new innovations that drive down our ESG and CO2 emission, for instance. Here we have a picture of our forest that does not really count in our ESG numbers, but it counts for us because the forest will grow trees that we can use when we build our wooden buildings. Also in growing, it actually absorbs CO2.
We take care of a piece of land in Denmark, and hopefully more will come in the future. Yes, I think it's over to you, Kristian.
Thank you, Jørn. I'll just walk through the financial performance. This is no new information compared to the last presentations of the annual report, but I'll walk through the major topics here. Just looking into the Trifork Group and the Trifork Segment performance on revenue, Jørn already mentioned a lot of the numbers, so I'll just pick into the ones that he did not mention anything about. What you see in the total distribution between public and private segment, we have 67.7% of revenue from the private sector and the rest from the public sector. It's a little more public than private compared to last year. The strongest growth in the organic growth was especially from digital health and cloud operation and cyber protection. Actually, a lot of that was also run-based revenue.
If you see in the last quarter of 2022, you also saw very strong organic growth when taking hardware revenue out of the equation, but strong organic growth in especially cloud operations and cyber protection. Overall, you see just a little tiny piece here, the CHF 1.5 million, that was the inorganic growth part, meaning that the majority of all growth in 2022 was organic. Just to mention, Jørn mentioned the Trifork segment, the Trifork Labs segment initially. Just like as usual, no revenue from any companies in the Trifork Labs segment is recorded into the revenue numbers that we present. Looking into the Trifork segment performance on the adjusted EBITDA, where we are also guided, you see here a growth of 11.5% overall for the year and a margin of 17.3%. In the adjusted EBITDA, there were no adjustments done in 2022.
In 2021, we had the IPO. We had some special items as well. When doing these comparisons, you have to take that into account. What we also told and have reported during the year is some, for us, special items, but we have not taken that out of the adjusted EBITDA, so that is included. The additional cost we have been using in building more operation centers, etc., and also the loss of one customer finding bankruptcy or going into administration, etc., were one-off items, but still included in the adjusted EBITDA. Overall, the Trifork Group performance, we also guide on EBIT. As you see here, there is a big difference on EBIT from 2021 to 2022, but that is primarily because of this roughly about CHF 20 million plus on EBIT coming from deconsolidation of Dawn Health in 2021.
Here, it is more important to see the growth in the adjusted EBIT, even if we guide on EBIT, from CHF 15.4 million to CHF 18.3 million in 2022. Into the Trifork segment performance, overall, what you see interesting is that we now are more or less break-even in the Inspire business, where you saw in 2021 and 2020, you saw a loss in that business area, primarily due to the additional cost in the conference business, where we were not allowed to have any physical conferences or in-person conferences. This is now allowed again, and we saw an acceleration in that business area. We also believe in the future that we can actually gain on Inspire-based business. The Build and Run, we saw the ratios or the margins in the Build segment being the highest with the 20.9% and Run-based 16.7%.
This is also here where we had the highest investments that I talked about before. We expect the margins to improve in the Run-based business moving forward. We have the Trifork Labs segment performance. As you know, we do not recognize any revenue in the Trifork Labs segment, but we recognize the cost. The cost for us in running the Trifork Labs organization is roughly about CHF 1.5 million a year. On EBITDA level, it will be a cost. The gains or losses, of course, on the different investment items that we have, the different companies—we now have 24 companies that we are invested in—will show up on the financial items, meaning that any profit or loss will then be shown on EBITDA level.
What you see here is in 2022, we increased from CHF 3.3 million in 2021 to CHF 4.4 million in gains in 2022, and the gains were to the largest extent coming from realized gains, meaning gains where we cashed in to the company. What you also see here is the orange bars are the investments that we carry in the startup company, so the cash that we have invested. That said, here in 2021, when we did the deconsolidation from Dawn Health, we added CHF 20 million coming from that deconsolidation, meaning it is not actually cash we invested, but it is a movement from being a consolidated company into being a labs company and an investment that cost the CHF 20 million here. Overall, end of 2022, we had an investment of CHF 40 million, whereas half of that was coming from that deconsolidation. Okay. Last here, cash flow and financial position.
Just want to highlight that we still, end of 2022, are cash positive in relation to interest-bearing debt, so CHF 3.7 million or leverage of minus 0.1 compared to the EBITDA. Okay. That was the last numbers. Now, only to just add a little bit more to what Jørn introduced as guidance for 2023. First of all, we just compared our guidance to the actuals. As you see, in 2022, we actually performed to our guidance, even the updated guidance, and were in the upper range in most items here, the leverage of minus 0.1. The guidance in 2023, what you see here, is the span in between CHF 205 million and CHF 215 million, and then what this equals to related to growth. In relation to growth, we have included the acquisition of IBE that we did in December, realizing in January 2023.
That is included, but it's only 2%-2.4% of overall growth. The remaining part of growth in the guidance here is organic. Yes. On the midterm guidance, then Jørn also said that we actually updated that. We updated this to be a rolling guidance, so three years rolling. We actually guide on the same growth as we did on the IPO with a 15%-25% annual growth and still maintaining that 10%-15% is organic growth, expected to be organic growth, and to do slightly margin improvements. Of course, that might be hard in the situation the world is in right now, but this is still what we believe in and what we will try to do.
Last thing here is that in relation to the leverage, then we're still comfortable with the leverage level of up to 1.5 compared to adjusted EBITDA, meaning that we still have cash to invest in acquisitions and startup companies in organic growth of the company. This was it from my side. Now we can move on.
Any questions?
No.
Good. We move into the formal part of the agenda.
Hour on. After companies' total share capital in the amount of CHF 1,974,489.90 divided into 19,744,899 registered shares with a par value of CHF 0.10 each are represented today. Shareholders or shareholder representatives, 52,057 registered shares with a par value of CHF 0.10 each. The independent proxy, 9,931,121 registered shares with a par value of CHF 0.10 each. Thus, the total number of registered shares represented is 9,983,178 shares. I declare that the absolute majority of the voting rights represented is 4,991,590, that two-thirds of the voting rights represented are 6,655,453, and that the absolute majority of the represented nominal value of the shares is CHF 499,159. Accordingly, I note that today's annual general meeting has been convened in accordance with the articles of association and is duly constituted.
The agenda has been approved, and the annual general meeting can therefore pass resolutions on all items of the agenda. Are there any objections? Good. This is not the case. Votes and elections will be conducted openly today. For each item on the agenda, the corresponding number of votes in favor, votes against, and abstentions are counted. Anyone of you wishing to be mentioned by name in the minutes with regard to votes against or abstentions is requested to state his or her surname, first name, and place of residence. Any objections? This is not the case. We'll start with the first agenda item, which is the approval of the annual report, the annual financial statements, and the consolidated financial statements for the financial year 2022, as well as the acknowledgment of the respective reports of the auditors.
I refer to the presentation just held by Executive Management, the annual report, the annual standalone financial statements, and the consolidated financial statements for the financial year 2022, as well as the statutory auditor's reports for the financial year ending 31st of December 2022, which were made available for inspection on the company's website as well as at the company's registered seat. Are there any questions about or motions to the agenda item one? This is not the case. The auditor's reports on the annual financial statements and the consolidated financial statements are printed in the annual reports on pages 141- 142 and 127 - 129. I therefore propose that I refrain from a formal reading of the reports. Does anyone present wish the auditor's reports to be read out? Thank you. This is not the case.
Tobias Meyer, as representative of our statutory auditors, Ernst & Young AG, is also present at today's annual general meeting. Would you like to comment on the reports?
No. It's best from my side.
Are there any questions for the auditor? This is not the case. We will put the motion of the Board of Directors for agenda item number one to vote. The Board of Directors proposes to approve the annual report, the annual financial statements, and the consolidated financial statements for the financial year 2022. For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
If you can find the results on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. The results will be recorded and stated in the minutes for all agenda items. Unless anyone wishes me to read and repeat the shown results, I'll refrain from reading the voting results. Thank you. We come to the second agenda item, the use of balance sheet profits. We'll start with agenda item 2.1, the appropriation of retained earnings. The standalone balance sheet as per 31st December 2022 and the profit and loss account for the period from 1st January 2022 to 31st December 2022 show a net income of CHF 1,992,000.
Together with the balance carried forward from prior years of CHF 64,070,000 minus the transactions with treasury shares minus the dividends paid in 2022, the available earnings at the discretion of the annual general meeting as per 31st December 2022 amount to CHF 58,250,000. The Board of Directors proposes to carry forward the retained earnings to the new accounts. Are there any questions about motions to agenda item two? Not the case. We will now put the motion of the Board of Directors to vote. As for voting, I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count the votes as yes. Further, I kindly ask André Weber to present the votes he represents.
Thank you. You'll find the votes on the screen.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with agenda item 2.2, the repayment from capital contribution reserves. Instead of distributing a dividend from retained earnings, the Board of Directors proposes to make a repayment from capital contribution reserves to the shareholders. The available earnings at the discretion of the annual general meeting as per 31st of December 2022 amount to CHF 23,928,000. The Board of Directors proposes to repay EUR 0.14 per share, which corresponded to a repayment from capital contribution reserves of CHF 2,699,000 by application of the exchange rate as per the preparation of the financial statements. Applying the applicable exchange rate as of today, the Board of Directors proposes the repayment of CHF 2,717,000.
After the repayment, the balance to be carried forward amounts to CHF 21,211,000. As already mentioned in the invitation, the proposed repayment from capital contribution reserves is not subject to Swiss withholding tax and is, at least for natural persons with tax domicile in Switzerland, not subject to Swiss income tax. Are there any questions about or motions to this agenda item? This is not the case. The voting goes ahead. I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
Thank you. Also on the screen.
I can state that the motion of the Board of Directors has been approved with results and the majority shown on the screen. I would like to note that the proposed distribution is declared in Swiss francs and paid out in Danish krone. The Danish krone-Swiss franc exchange rate is fixed and determined today, as already mentioned in the invitation to the annual general meeting. The distribution will be due and payable on the distribution date, which is expected to be 17th of April 2023. We now come to the third agenda item, the discharge of the members of the Board of Directors and the Executive Management. The Board of Directors proposes to discharge all members of the Board of Directors and the Executive Management for the financial year 2022.
For the vote, I refer to Article 6 9 5 of the Swiss Code of Obligation, pursuant to which those who have participated in any manner in the management of a company's business have no voting rights. Are there any questions about or motions to the agenda item three? This is not the case. We will put the motion of the Board of Directors to vote. Again, I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as a yes. Further, I ask Mr. André Weber to present the vote he represents.
Thank you.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We now come to the fourth agenda item, the elections. The fourth agenda item, 4.1 A through F, the elections of the Chairperson and the members of the Board of Directors. Pursuant to Article 15 of the articles of association of the company and mandatory Swiss laws, the current term of office of all members of the Board of Directors ends upon the conclusion of this annual general meeting. Therefore, they must be re-elected. With the exception of Christoffer Holten , who despite the re-election, the Board of Directors proposes the re-election for one term until and including the next annual general meeting.
Myself, as a member and Chairperson of the Board of Directors, and the re-election of all current members of the Board of Directors, these are Maria Helene Hjorth, Olivier Frédéric Jaquet, Casey Louis Rosenthal, and Anne Templeman-Jones. The Board of Directors again thanks Christoffer Holten for his support of the company. In addition, the Board of Directors proposes the election of Erik Theodor Jakobsen as a new member of the Board of Directors for a one year term of office until and including the next annual general meeting. Erik is a Norwegian citizen with residence in Norway. He has a very broad expertise as an investment professional and board member of several companies across different industry sectors. Furthermore, Erik has specific skills in identifying and executing on new investment opportunities and in M&A activities.
Prior to joining Ferd Capital AS, Erik worked several years for Ernst & Young in the transaction advisory services division, where he acquired additional valuable knowledge. The nomination and remuneration committee believes that with his background and expertise, Erik is an ideal replacement for Christoffer Holten and a very valuable addition to the existing board. Are there any questions about or motions to the agenda items 4.1 A through F? Not the case. We'll put the motion of the Board of Directors to vote. The vote will take place individually in accordance with mandatory Swiss law. We start with the vote for my re-election as Chairperson and member of the Board of Directors. Again, I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, votes will count as yes. Further, I ask Mr.
André Weber to present the votes that he represents.
Thank you. The votes are shown on the screen.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and majority shown on the screen. We continue with the vote for the re-election of Maria Helene Hjorth as a member of the Board of Directors. Present shareholders should raise their hand if against or abstaining from voting. Otherwise, they'll count as yes. I ask Mr. André Weber to present the votes he represents.
Thank you.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the re-election of Olivier-Frédéric Jaquet as member of the Board of Directors. I ask present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, their votes will be counted as yes. Further, I ask Mr. André Weber to present the votes he represents.
Thank you. The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the re-election of Casey Louis Rosenthal as member of the Board of Directors. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as yes. Mr. André Weber, will you please present the vote you represent?
It's final on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the re-election of Anne Templeman-Jones as member of the Board of Directors. Present shareholders should raise their hands in case of voting against the item or if they wish to abstain from voting. Otherwise, we will count their votes as a yes. Mr. André Weber, will you please present?
Thank you.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the election of Erik Theodor Jakobsen as new member for the Board of Directors. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as a yes. Mr. André Weber, will you please present the votes you represent?
Thank you.
Thank you. I can state that the motion of the Board of Directors has been approved with results and the majority shown on the screen. Congratulations to all my existing and my new colleagues for the election. All members have declared their acceptance of their election prior to the annual general meeting. We continue with agenda item 4.2 A through C, the re-election of the members of the Nomination and Remuneration Committee. Pursuant to Article 24 of the Articles of Association of the company and mandatory Swiss law, the members of the Nomination and Remuneration Committee are each elected individually and annually by the general meeting. The Board of Directors proposes the re-election of myself, Olivier-Frédéric Jaquet, and Casey-Louis Rosenthal for a one-year term of office until and including the next annual general meeting.
Are there any questions about or motions to the agenda items 4.2 A through C? This is not the case. We'll now put the motions of the Board of Directors to vote. The vote will take place individually. We start with the vote for my re-election as a member of the Nomination and Remuneration Committee. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the re-election of Olivier-Frédéric Jaquet as a member of the Nomination and Remuneration Committee. I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Mr. André Weber, please present the vote you represent.
The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with the vote for the re-election of Casey-Louis Rosenthal as a member of the Nomination and Remuneration Committee. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Further, André Weber, please present your votes.
The votes are shown on the screen.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. Congratulations to my colleagues and myself on their re-election. We now come to the agenda item 4.3, the re-election of the Auditors. Are there any questions about or motions to the agenda item 4.3? This is not the case. We'll directly put the motion of the Board of Directors to vote. The Board of Directors proposes the election of Ernst & Young AG Zürich as auditors for a one-year term of office. For voting, I ask the present shareholder to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, votes will be counted as yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
Thank you. The results are shown on the screen.
I can state that Ernst & Young AG Zürich has been re-elected as Auditors and that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We now come to agenda item 4.4, the re-election of the Independent Proxy. Pursuant to Article 12 of the Articles of Association of the company and mandatory Swiss law, the ordinary general meeting annually elects an Independent Proxy. Are there any questions about or motions to the agenda item 4.4? This seems not to be the case. We'll put the motion of the Board of Directors to vote. The Board of Directors proposes to re-elect Mr. André Weber, attorney at law, as Independent Proxy for a one-year term of office until and including the next annual general meeting.
For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
Thank you very much. The votes are shown on the screen.
I can state that Mr. André Weber has been re-elected as Independent Proxy with convincing numbers and that the motion of the Board of Directors has been approved with results and a majority shown on the screen.
Thank you very much.
We now come to the fifth agenda item, the approval of remuneration for the members of the Board of Directors and the Executive Management. We'll start with agenda item 5.1, the consultative vote on the remuneration report for the financial year 2022. The remuneration report is available as part of the annual report 2022 on pages 60 through 65. The remuneration report describes the policies, organization, and elements of the remuneration for the Board of Directors and the Executive Management in a qualitative manner and provides quantitative information of the remuneration for the financial years 2022 and 2021. Are there any questions about or motions to the agenda item 5.1? This is not the case. We'll now put the motion of the Board of Directors to vote. The Board of Directors proposes to approve the remuneration report 2022 in a consultative vote.
For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
Thank you very much. The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We continue with agenda item 5.2, the approval of the maximum aggregate amount of remuneration for the members of the Board of Directors from the Annual General Meeting 2023 to the Annual General Meeting 2024. The Board of Directors proposes to approve the maximum aggregate amount of remuneration of EUR 600,000 for the members of the Board of Directors for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024. Are there any questions about or motions to the agenda item 5.2? This is not the case. We'll now put the motion of the Board of Directors to vote.
For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. I kindly ask Mr. André Weber to present the votes he represents.
The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen, which takes us to agenda item 5.3, the approval of the maximum aggregate amount of fixed remuneration for the members of the Executive Management for the financial year 2024. The Board of Directors proposes to approve the maximum aggregate amount of the fixed remuneration of EUR 1,850,000 for the members of the Executive Management for the financial year 2024. We'll now put the motion of the Board of Directors to vote. Are there any questions about or motions to the agenda item 5.3? This is not the case. For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. I kindly ask Mr.
André Weber to present the votes he represents.
The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We now come to agenda item 5.4, the approval of the maximum aggregate amount of variable remuneration for the members of the Executive Management for the financial year 2024. The Board of Directors proposes to approve the maximum aggregate amount of the variable remuneration of EUR 3,150,000 for the members of the Executive Management for the financial year 2024. Are there any questions about or motions to the agenda item 5.4? This is not the case. We will put the motion of the Board of Directors to vote. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as a yes. I ask Mr.
André Weber to present the votes he represents.
The results are shown on the screen.
Thank you. I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We now come to the next set of agenda items, the amendments to the Articles of Association. As explained in the invitation to the Annual General Meeting, the Articles of Association of the company shall be amended in order to comply with the requirements for the revised Swiss corporate law, which entered into force on 1st January 2023, and at the same time to introduce various modernizations and implement formal additions, which also take into account the current best practice in the field of corporate governance. Comprehensive explanations and also the text of the proposed revised articles of association were published together with the invitation to the annual general meeting and was available on the website of the company.
We'll start with agenda item 6.1, the Change of Purpose. In view of the increasing importance of sustainability-related issues and the increased expectations of business partners, shareholders, and other stakeholders with regard to a sustainable business model, the Board of Directors wishes to anchor the company's efforts for sustainable value creation in its purpose. The Board of Directors proposes to include the aim for a long-term sustainable value creation in the purpose of the company and to amend Article 2 of the Articles of Association accordingly. The exact wording of the new Article 2 of the Articles of Association can be found in the invitation to today's AGM. Are there any questions about or motions to the agenda item 6.1? This is not the case. We'll now put the motion of the Board of Directors to vote.
I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes. I ask Mr. André Weber to present the votes he represents.
The votes are shown on the screen.
I can state that the quorum pursuant to Article 604 in the Swiss Code of Obligations has been met and that the motion of the Board of Directors has been approved with the results and the necessary majority as shown on the screen. We now come to agenda item 6.2, the amendments of Article 3B, 8, 9, 10, 11, 13, 14, 21, 23, 26, 29, and the creation of Article 11A. Agenda item 6.2 summarizes all amendments to provisions of the Articles of Association, which must or should be adapted due to the revised Swiss corporate law in order to bring the Articles of Association in line with the revised Swiss corporate law and to be able to make use of the modernizations and new structuring possibilities under the revised Swiss corporate law.
The Board of Directors proposes to amend Article 3B, 8, 9, 10, 11, 13, 14, 21, 23, 26, 29, and to create Article 11A as set out in the comparative version between the existing Articles of Association and the proposed new articles of association. The exact wording of these revised articles of the Articles of Association was made available together with the invitation to today's annual general meeting. Are there any questions about or motions to the agenda item 6.2, or does anyone wish that the revised articles are read aloud? This seems not to be the case. Christoff, just forget about that. We'll now put the motion of the Board of Directors to vote. I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I'll count their votes as a yes.
I kindly ask Mr. André Weber to present the votes he represents.
Thank you. The votes are shown on the screen.
Thank you. I note that the quorum pursuant to Article 704 of the Swiss Code of Obligations has been met and that the motion of the Board of Directors has been approved with the results and the necessary majority as shown on the screen. Thank you. We now come to agenda item 6.3, the amendments of Article 4, 5, 6, 12, 15, 16, 20, 22, 24, and 35. Agenda item 6.3 summarizes all amendments to provisions of the Articles of Association, of which the German version shall be reworded to meet the standards of gender neutrality and other amendments that serve the purpose of modernization. The Board of Directors proposes to amend Article 4, 5, 6, 12, 15, 16, 20, 22, 24, and 35 as set out in the comparative version between the existing Articles of Association and the proposed new articles of association.
The exact wording of these revised articles of the Articles of Association was made available together with the invitation to today's annual general meeting. Are there any questions about or motions to the agenda item 6.3, or does anyone wish that the revised articles are read aloud? Seems not to be the case. Thank you. We will now put the motion of the Board of Directors to vote. For voting, I ask the present shareholders to raise their hands in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as a yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
The votes are shown on the screen.
I can state that the motion of the Board of Directors has been approved with the results and the majority shown on the screen. We now come to the last agenda items, 7A and 7B, the Capital Band and the Cancellation of the Existing Authorized Share Capital. With the entry into force of the revised Swiss corporate law, the institute of the so-called Capital Bands was newly created. The Capital Band corresponds to a large extent to the previous authorized capital, which was abandoned under the new corporate law. Under the Capital Band, the annual general meeting can authorize the Board of Directors to increase the share capital registered in the commercial register within a certain range. The authorization is limited by law to five years. The company's existing authorized capital will cease to exist on 29 April 2023.
Thus, the Board of Directors would like to take the opportunity to cancel the existing authorized capital and adjust it to the new provisions of the Capital Band. Accordingly, the Board of Directors proposes to introduce a Capital Band for a maximum period of five years into the Articles of Association and, subject to the adoption of the Capital Band, to cancel the company's existing authorized capital. The upper limit of the Capital Band shall be set at 107.47% rounded and the lower limit of 95% of the share capital currently registered in the commercial register. Together with the existing conditional capital, the authorization of the Board of Directors to increase the share capital of the company is limited to an aggregate of 10% of the company's share capital.
The exact wording of the new Article 3A of the Articles of Association was made available together with the invitation to today's AGM. The Board of Directors proposes, A, subject to the approval of agenda item 7B, the cancellation of the existing authorized capital in Article 3A of the Articles of Association, and, B, the introduction of the new Article 3A of the Articles of Association to create a Capital Band between CHF 2,121,938.80 upper limit and CHF 1,875,765.50 lower limit, within the framework of which the Board of Directors is authorized to increase or decrease the share capital once or several times and in any amount until 11th April 2028 or until the Capital Band is no longer in effect before the date. Are there any questions about or motions to the agenda 7A or 7B, or does anyone wish that the revised articles are read aloud?
This is not the case. We will now put the motion of the Board of Directors to cancel the existing Article 3 of the Articles of Association, subject to the approval of the Capital Band, and introduce the new Article 3A of the Articles of Association. For voting, I ask the present shareholders to raise their hand in case of voting against the item or if they want to abstain from voting. Otherwise, I will count their votes as yes. Further, I kindly ask Mr. André Weber to present the votes he represents.
Thank you. The votes are shown on the screen.
Thank you. I can state that the quorum pursuant to Article 704 of the Swiss Code of Obligations has been met and that the motion of the Board of Directors has been approved with the results and the necessary majority shown on the screen. As outlined in the invitation to today's AGM, the shareholders were invited to submit questions to the Board of Directors and Executive Management. Until today, we have not received any questions, and therefore, we will skip this item unless there are any questions from shareholders being present. This seems not to be the case, which brings us to the end of this year's annual general meeting. I declare the Annual General Meeting 2023 officially closed at 11:04 A.M. Today's resolutions will be made available for inspection at the company's registry and published on the company's website after completion of the minutes.
To all our shareholders who participated, we wish you a nice rest of the day and thank you for all your interest. Thank you. We are adjourned. Good job. Special thanks to these guys for orchestrating everything. Well done.