Okay, it's 5:00 P.M., so we're going to start on time. Welcome to the shareholders here in the room.
[Foreign language]
To all shareholders present here, to be viewed online, a very warm welcome to those shareholders who will watch us online. So let me start with the more formal part of this meeting. [Foreign language] . I declare the session open, and in accordance with Article 21 of the... Mrs. Géraldine Nolens will act as a secretary. Yves Gravenstein and Quentin Auzoux will sit on the committees in their capacity as scrutineers. Convening and supporting documents are being published in the Belgian Official Gazette, De Standaard, and Le Soir on 26th of March, 2024. Also, on 26th of March, the convening notices were sent to the holders of the registered shares, as well as to the members of the supervisory board and the statutory auditor.
On the same date, the convening notices were published through a press release and on the website of Umicore, together with, inter alia, the postal voting and proxy forms, as well as the annual accounts and the reports mentioned in the agenda. A copy of the above publications, convening letters, and notices will be initialized and attached to the minutes of the present general meetings. The same is true for the following documents: consolidated list of the shares, and shareholders transmitted by the financial institutions in view of their registration, the postal votings forms and proxies received, the attendance list, the minutes of the plenary meeting. I hereby ask the scrutineers to examine and initial these documents. Very welcome to this meeting. With-
Very happy to have our shareholders here in the room. I do suggest that, without further ado, we start with the more informative part of this session, and I'm talking here about... I'm going to give the floor rather to Mathias Miedreich, our CEO, who's going to present the results of the past financial year, 2023. Mathias?
My pleasure to be here. Welcome, everybody here in our headquarters in Brussels, as well as online. So, we will guide you now through some of the highlights of 2023. So 2023 was an important year for Umicore to make some very important transformations from a strategy to a reality. So we have been able to put in place several, things that have been assumptions before into facts. So we have had a year of putting, and I will come to that in a second, to change actually a plan, a vision into a concrete plan. On the other hand, 2023 was a year where we had to face significant headwinds, on the one side from the precious metal PGM price environment, on the other side from inflation.
One is, our CFO will further elaborate, that this was an over EUR 200 million headwind that we have been seeing. And in that, despite that, we think that we have delivered very strong margins and especially cash flow last year for Umicore. But before I go deeper into the different business units and business groups, we have prepared a short video for you that brings you, in two minutes, the highlights of one year. So I hope this short video gave you a compressed overview on what we think are the achievements for last year. Achievements that brings, as I said before, as we think, a vision, a strategy into reality.
Progress on several fronts of our businesses, not only in the battery material, but in general, in the execution of our contracts, as well as our sustainability roadmap that is, as you know, very important for us. I hand over now to Wannes to give us more insights on the financials, and then I will come back with more details on the different businesses.
Thank you, Mathias. Thank you very much, Mathias. Good afternoon. As Mathias stressed, we are looking at 2023 as a successful year. It was a difficult market and circumstances. When I look at the price of PGM, palladium prices decreased by 40%, rhodium price as well, and also our turnover went down, impacting our EBITDA. When you look at our margins, we realized 972 EBITDA and adjusted EBITDA margin of 25% and an adjusted EBITDA margin, which is way beyond our internal target of 20%. When looking at the different units, we have EBITDA margins beyond 20%. When we look at the return on capital employed, we have 13.5% as a result.
Then, underlying, also very important, we continue to invest in Battery Materials. We have a number of long-term contracts, and in the current of 2023, we increased our investments to support these contracts. Despite these huge investments, when we look at investments more than EUR 800 million, we still have a free operational cash flow of more than EUR 300 million, mainly linked to the strong EBITDA generation, but also looking at our working capital required, where we have further optimization, and we could reduce our costs. When looking at our net debt, EUR 1.3 billion at the end of 2023, which translates in a leverage ratio of 1.3, there we remain within the targets we imposed ourselves, the ambition levels we imposed ourselves of 2.5.
When looking at a number of underlying drivers, we look at turnover, at EBITDA. Well, this bridge shows the transition from 2022 to 2023 per segment. When looking at the major impact, was at the level of revenues came from the one-shot lithium price effect we had in 2023, with a big spread between purchase and selling prices. And at the end of 2022 and somewhere in 2023, we made some adjustments to protect us from exposure from evolutions in lithium prices. Also, the PGM prices decreased in a significant way and had an impact on prices. When looking at adjusted EBITDA, we noticed that mainly the PGM prices and the decrease of those prices had an impact on the Recycling segment.
Furthermore, we had a strong cost inflation when looking at energy and in particular, payroll in Belgium. Important to mention is within this context of difficult market circumstances, we remained flexible, we remained agile. We focused on an efficiency-for-growth program, which is focusing on cost and efficiency throughout the group, not only the different units, but also the supporting services. When looking at this program with different dimensions, well, we speak about the revenue side, so the price positioning. How can we kept more value? How can we improve purchases and expense? How can we create further on leverage? How can we further invest in our central purchase platform to make savings this way?
But also looking at our activities, our operations, how can we further automate and standardize in our plants in order to generate more flexibility, in order to generate cost efficiency? And also when looking at admin processes, how can we further standardize and uniform us? What we aim here in 2024 is an EBITDA generation contribution of more than EUR 70 million. When looking at 2025 and beyond, we target an EBITDA generation of more than EUR 100 million. Furthermore, important to mention is that we maintain a strong balance sheet, and there in the current of 2023, we invested in our financing portfolio. In 2023, we mentioned that the financial needs between 2023 and 2026, we were able to reduce them to EUR 3.8 billion, sorry. And this is mainly driven by, on one hand, subsidies.
We could attract over EUR 1 billion in subsidies in our joint venture IONWAY, of which EUR 600 million in Canada and EUR 350 million in Poland. Furthermore, we also invested in the financing of our joint venture, where we have big confidence that we can finance via project financing, and this way we can limit the contribution. And furthermore, we also invested in an improved occupation of our existing capacity, our existing capacity in Asia, China, and Korea. This is something we include in when concluding new contracts to use this capacity, and this way stimulate further efficiency. Another element we put focus on is a bigger visibility towards future.
As you know, we have an exposure on precious metal prices, mainly from the recycling segment. And what we managed past year is to cover more, to cover in a better way this exposure, especially for the rhodium at long term, in order to get a better visibility towards future cash flow generation and revenues and a better stability. Together with all these elements, we also invested in financial discipline and efficiency and in of, of our financial and i-- financing needs. And then I would like to pass on the word to Mathias. Thank-
... I'll explain to you what were the underlying business dynamics that led to the figures that, Wannes has just presented. So let us start with Catalysis. Catalysis is, you know, one of our foundation businesses that we are in since many decades. And we can state as of today that, the Umicore Catalysis activity, especially automotive Catalysis, the best catalyst supplier in the world, measured on profitability and also market share growth. So the strong performance of Catalysis in 2023, again, was a record year, outperforming the previous years. And you can see, on the EBITDA trajectory-
Absolutely
... that we have reached a plateau of profitability that has not been there before.
Mm.
The reasons for that actually are, first, the market share. We are able to gain market share in a market that we know. Secondly, it's the profitability, so it's a step up in efficiencies and also in operational excellence. And finally, it's cash flows that, where with very strict working capital management, we are able to unblock additional cash flows that we can use to invest in the future of the group. We also have the precious metal chemistry business that was last year with a reduced activity, linked, based to its linkage to the construction sector and the life science application.
And also, in this business group, we are housing our fuel cell and stationary catalyst activities, where we have seen last year, where revenues went up and also a strong increase in revenues with the electrolyzers segment, which, you know, is the counterpart of the fuel cell, producing hydrogen, but also needing catalysts. Then also worthwhile to note, we have started last year the construction of the kickoff for our PEM fuel cell catalyst plant in China, which is the biggest region for growth for hydrogen mobility, especially in commercial vehicles. So now let's go one step deeper in the reasons for the success of automotive catalysts. First of all, it is our positioning in the market.
You can see on the right side that we are positioned in what we call the longevity segment of the automotive combustion engine market. Longevity segment means these are the powertrain constellation that will have the longest survival rate, even in an age of electrification. It is, on the one hand, the passenger car gasoline applications that you also might find or will find in everything that is around hybridization. Especially small gasoline engines will be around for some time. Secondly, the heavy duty diesel. The long-haul trucks that carry long heavy loads cannot be so easily replaced. You see that 84% of our revenue in 2023 was in those longevity segments, and with the additional market share wins, we will be, I think, even able to further increase that.
And second, you see our geographical split is actually pretty well balanced, with one-third in Europe, one-third in China, a little bit less than one-third in the Americas and in the other countries as well. So also we have, we are not depending on one region only, but have a quite well-spread portfolio, which of course makes us also confident that in the future, undoubtedly, the combustion engine will decline. We are in a prime position to harvest this business going forward. But also, we are proud of our improvements that we have achieved on the operational side, on the footprint consolidations, on the operational excellence, on bringing digitalization and automation in our plants to bring down our fixed costs, which is one part also for the superior profitability that we have in this business.
Let's go now to the EnST business group that will be reshaped for 2024. I will comment that on the end of my presentation. Let us first look on the probably most prominent part of EnST, which is the battery materials. You have already seen in the movie that in 2023 we have made significant steps, first of all, to finalize our global footprint with the addition of our Canadian plant that we have started with the addition of our footprint in Europe for IONWAY. I remind, IONWAY is our joint venture with PowerCo Volkswagen, where we have selected as well Poland as a location.
We have been pretty successful in acquiring public support, public grants, government funding of close to EUR 1 billion, two-thirds of that in Canada, one-third of that roughly in Europe. Secondly, we have concluded our order book. That is 270 GWh strong, and that's we think is something that stands out in the industry. But not only the order book, but also the technological portfolio that we have meanwhile developed. So the battery technologies is not only one technology for the future.
We believe in a multitude of technologies that will be there, and Umicore has, for the short term, mid-term, and long term, as well as for the different segments of electrification, as we think, the right technologies, and we had many exchanges with our customers that confirmed that we are on the right track in this direction. Now, the performance last year of EST, you can see here, especially on the battery material side, the revenues were down versus 2022. That was one, first of all, coming from a lithium effect. You know, there was a non-recurring lithium effect that Wannes had just mentioned that was also had a revenue impact, but also because of the CAM revenues of what we call our legacy contracts were down year-over-year.
The earnings on the other side were up, slightly up, versus 2022. That also has to do with one-offs that we had coming from lower mass production test runs, but as well from a way that we found to valorize our battery production scrap. If we look to the other side of ENST, which we are also very proud of, that will, you know, in the future be our Specialty Materials business group, we can see that first of all, Cobalt and Specialty Materials, that is working for the end markets of tool materials, industrial catalysts, pigments, paints, and as well, hard metals, had the revenues below the record levels of 2022, as well as the earnings reflected primarily the dramatically decreased cobalt price versus 2022, but also the affected end markets.
The second one, we call Metal Deposition Solutions. That is for the end markets of electronics, semiconductors, optics, but also, partially the jewelry industry. The revenues were stable versus the year before, and we saw quite some good traction in the electronics and especially on the consumer electronics or, smartphone segment, where there is a special, plating technology for smartphone contact systems that, we, have, achieved a good technological breakthrough that gives good confidence for that business forward. And finally, Electro-Optic Materials. This is for the, as the name already says, for the end markets of the optics, telecom, and especially also more exotic applications like space power, so solar panel, for space applications.
Here we saw quite high demand, and revenues increased substantially year-over-year, mainly from the space application, where a lot of satellite projects are currently worked on, as well as infrared solutions. Finally, coming to recycling, that showed last year in 2023 a resilient performance in a context of pretty less favorable PGM precious metal prices. So the revenues were below 2022, impacted by those lower precious metal environment, but also indirectly by the less favorable input mix. You know that the availability of PGM-rich input material is decreasing also with a decreased metal price because people might hold off and speculate for future times. On the other side, we have made very good progress on cost efficiency through automation and digitalization.
So the Efficiency for Growth project that Wannes has pointed out, in the recycling activities, there is a major contribution from that side, which is also important to, you know, have a counterweight against this lower metal price environment. On battery recycling solutions, we continue to work to establish what we think the prime technology to address the growing market demand for battery recycling in the near future through battery scraps and in the larger future through the end-of-life batteries. In jewelry and industrial metals, the revenues were down below also very strong 2022. Also here, a reflection of the lower PGM and precious metal price environment.
And then on the other side, what we call the precious metal management, so our activities to actively manage the metal flows that we have, was showing a significantly higher contribution, and that's thanks to the favorable trading conditions that allowed the results as they were, especially in H1. I want to close my introduction with a statement that we will going forward report the results of Umicore in four different business groups instead of three. So I remind you, we had catalysis, recycling, and ENST. So no change for catalysis, no change for recycling, but ENST will be actually split into two business groups. One is battery materials, and the other one, specialty materials.
The reasons for that is that we want to give more transparency on the business development, the further profitability, development, market share gains, et cetera, on our battery material business, because as we think that is a important element of our strategy forward. But on the other hand, it will also give us more focus and dedication on the specialty materials that are also a very important contributor to our profitability and on our return on capital employed. So that will be first time reported with the H1 results 2024. In July of this year, we'll report in this new structure, and we will give also a look back, pro forma on the 2023 results in a comparable setup. With that, I would then hand over back to you, Thomas.
No, there are still the-
Uh, yes.
Let's Go for Zero.
Exactly.
You will do that, or I will do it?
If you could do that.
Okay, so then we will,
We're going to talk about the sustainability objectives. You know that we use the term Let's Go for Zero, which means net zero in scope one and two for carbon dioxide emissions by 2035, which is an ambitious goal, Zero Harm, Zero Inequality in our company. Net zero by 2035. We do recall here our commitments for 2025, 2030, and 2035. 2035 is still very far, so we want to have intermediate objectives by 2025, 2030. You have them listed here. I'm not going to read them through, but the objective, the final objective, is to reach net zero for scope one and two of greenhouse gases by 2035. And in technical terms, there is also scope three.
Scope three are the emissions linked to the use of our products or the raw materials that we buy. And we have the science-based target initiative, the SBTi. This is a rigorous standard. We committed to that standard, and we will continue to work in that direction. We are at -41, or we are already at 41% of renewable energy at the global level, 57% at the European level. We still have difficulties to find renewable electricity and power in Korea, and we have five long-term contracts in Poland and Belgium for renewable energy. I would like to recall that for our Polish plant, the French group, ENGIE, bought or built rather, a wind farm just for us to make sure that the plant is net zero. You see that we have an increase in absolute terms of the CO2 equivalent.
This is the scale that we used. You see that since 2019, since 2021, we have made progress, and we also continue to develop our business. We have increased the level of activity, and therewith, we have also reduced Scope one and Scope two Zero Harm. We see the underlying trajectory. We have made a lot of progress in that regard. Significant progress, shall I say, in 2023 compared to 2022, and so we cannot be satisfied with this result. This is the worst that can happen. This is very unfortunate. The teams made sure that we draw all the lessons for the future, but this takes our pride and our satisfaction away of all the progress that we had made.
[Foreign language]
concerning water, air emissions. There are emissions in our activities, water, air emissions. The monitoring is very strict, obviously, very strict objectives, I repeat. In Oberursel, it's very sensitive, as you can see, the emissions since 2019, and our performances are amazing compared to others. This historical context, we are surrounded directly by a zone with homes, which is quite a challenge for us, but we're managing the situation with this neighborhood, and we have clear objectives. We've reduced by 50% the emissions in Oberursel. Water-wise, also, we've improved the emissions. Our supply chain also, we're looking for zero prejudice. It's important for this supply chain with raw materials.
Cobalt companies, you have indeed entities that act in a very accountable way, some in a lesser accountable way. Of course, we try to contribute in order to increase the status for the whole of the industry, and we are co-founder member of the Global Battery Alliance. Zero inequalities. Women, men, equal number of men and women. We wish to reach this objective ASAP, as soon as possible. Traditionally, we were rather men company, 35% of women at the level of our management. That's the objective by 2035. Increase of cultural diversity also is very important for us. Of course, we are a European group with roots in this company, in Germany also, and in other European countries, very present also in France.
But nevertheless, the idea, we are a global group, world group. It needs to be reflected in our, at the level of our management, and thus, we have precise objectives of 45 nationalities in our group. That's quite remarkable. Higher management, 20% are non-European, managers. The idea is to reduce the wage differences, and here I'm talking, the wages of the executives and, bearing in mind, the gender question, men, women. Governance-wise, our monitoring body, as you can see, the picture here taken in the garden just next door. The board in 2023, we had 10 meetings on a regular meeting with a very high participation. The Supervisory Board, we had five additional meetings linked to the investment, or investment projects and other projects.
We didn't have a 100% participation, but 95, not bad, high. The level of the meetings of the committees, every one was, has always been present. The supervisory body, the strategy of the group is at the heart of the supervisory board, financial performances, environmental questions, also analysis, technological analysis, follow-up of the market, cybersecurity, cooperation projects with other partners, investment projects, of course, very important. A certain number of decisions were taken last year, and also the reports of the committees supporting the board in its mission. For 2024, this assembly, Mario Armero is leaving us. He worked with us with a lot of wisdom. He was part of our board for four years. He's stepping down. We suggest two new administrators, Mr. Frédéric Oudéa, Mr. Philip Eykerman.
If you elect him today, he'll be part of the board on the spot. Mr. Eykerman, it will only be on the first of November because he has other commitments, and meaning that it would be better that he joins us on the first of November. Mr. Oudéa, he's present in the room. Could you please present yourself to us? Take a few seconds, minutes to present yourself. Sorry, no mic. Sorry, sorry about that.... [Foreign language] Okay, for those online, I'll resume once again. Dear shareholders, Mr. President, hello. Frédéric Oudéa, 60 years old. Most of my professional career in the banking sector, French banking group, Société Générale. 28 years there, 15 at the level of the board. I left the Société Générale last year.
I chaired the board of Sanofi Pharmaceutical Company, of course. Since 2018, I've been a member of the board of Capgemini and administrator of this board since 2022. Also, I joined GBL, the group, as executive advisor. GBL, it's about the representation of GBL at the level of the supervisory board of Umicore, and thus, I'm asking you to approve my appointment. It would be amazing for me if you trust me, obviously, that I join the board. And my commitment will be to add the maximum of added value via the supervisory board with my comprehension and understanding of governance questions, and also the operational stakes of big international groups, and of course, financially speaking, also, my know-how. Thank you for your attention. Mr. Eykerman, could you also present yourself, please?
Thank you, Thomas.
Thank you, Thomas.
... With all the shareholders here in the room, but also online. My name is Philip Eykerman. I'm Belgian, from the Antwerp region. Started my career as a chemical engineer and refinery engineer, first working for Fluor, mostly in the Middle East and Central Europe. Then in 1997, joined McKinsey, where I stayed for 14 years, working primarily in the chemicals and materials industry on large corporate and multi-year transformations. Then in 2011, decided to do that from internal and joined DSM at that moment in time, in charge for strategy and M&A and performance improvement. So that's what I'm still doing today.
But in the meantime, it's DSM-Firmenich, transformed from a materials and nutrition company to today, a nutrition, health, and beauty company, and at the same time, leading one of the divisions. So looking very much forward to working with the Umicore team, with the management team, and of course, with the rest of, with the rest of the board on the further shaping of this fantastic company. Thank you very much.
Thank you, Philip.
Thus, you'll have to pronounce yourselves regarding these two candidates within a few moments. Thank you. I believe these two people are going to inject a lot of added value at the level of our board, so I wholeheartedly recommend appointing them, in fact, and they are... They've got great experience, know-how, knowledge, and also they are, of course, very competent. Having said this, and before moving on to the votes, before we vote, I'd like to explain the wage report, because you'll have to pronounce yourselves.
The remuneration, first of all, of the management board, we have offered a great deal of transparency in the report. You see the various targets that were proposed and how we performed regard to the target. As far as the return on capital employed is concerned, so the result with regard to the capital that we invested, we have scored beyond our benchmark of 12%. We have the score of 110%, the beat there. We didn't reach the objective that we have proposed in the beginning of the year. We reached 95%, which was the minimal, minimum figure, so there was a score of zero. For safety events, we reached the objectives with regard to security.
So the goals that we set were achieved or even surpassed. And like we said, there was a lethal incident in Hoboken, and this is why we attribute a score of zero. And then also the score with regard to the increase of diversity, we only attributed 38% because, well, there was an improvement, but not the improvement that we had set ourselves. So this is as far as concerned for the group. We then reached a score of 46%, under 100%. And then you also have the individual evaluation score, and there you will find all those details in the yearly report with regard to the score of each member of management of persons.
So, and here you have. I will not read that in full. You have; you were able to read this in the yearly report. You have the remuneration of the various members of management. You also see the remuneration policy, its main constituents, and then it is important to underline that in the board of directors and in management, we are all shareholders. We share, so the the situation of the shareholders. So a number of shares are in the hands of management. And the remuneration of the members of the board of directors, you know our policy.
There's a fixed part, there are a number of shares that are attributed that have to be held during a certain time, so that all the members of the Supervisory Board and members of management and board of directors will remain shareholders as long as they are in function. So you see, there's a large part of a large number of shares among the members of the Supervisory Board. And this was the explanation with regard to the remuneration report, and if you wish to have more details, you will be able to find them in the annual report. And this concludes our presentation. So now we will move on to the questions of the shareholders. We didn't receive any questions in writing prior to the general meetings, so it is now the time to ask your questions.
Question. Um,
I remind you that any questions relating to the agenda of the present meeting will be dealt with, that the shareholders who wished, you know, the wording of their observation, statements, or reservations to be attached to the minutes, are kindly invited to inform Mrs. Nolens accordingly at the end of the meetings. So now I open the Q&A session. Who wants to ask the first question?
Merci.
I'll be speaking French, so the interpreters will have to interpret. Three types of questions. One area of questions, then I'll move on to the next area of questions. Firstly, finances. Well, I would have liked, and it's a pity, I would have liked to have known the results of the first quarter. These results will be published tomorrow before seven. It would have been important to receive these figures in advance, just like with Colruyt, they wait until 5:30 P.M. to discuss the matters for the next year because the stock market is closed. So the stock market will be closed tomorrow morning, so Euronext is closed. What's happening here could not have an impact on the shares. It would have been interesting that we be informed here at the level of the general assembly.
So I'm talking about the results of the first quarter. It would have been good that you inform us. Then, as to the price share, it's amazing, it's gone down, as we all know. I can't understand why it's gone down so much. It's at its lowest for many years, and, twenty... And linked to this, you have 5.99 million, 2.55% of the shares. Given the current state, would it not be interesting to foresee a buyback program, given the price and account on dividend, EUR 60 million? So in fact, EUR 50 million, that would be EUR 0.22 less at the level of the dividend, right? It's about striking a balance systematically. The breakdown, profits, what do we do?
Do we keep it, maintain it in a kind of reserve? Yes, no. Do we reinvest it, with the GBLs? As you know, a lot of us are also shareholders at GBL. For many years, the GBL share, the price of the share is not at the right level. So, and, at that price, what I feel here, EUR 20 million, EUR 50 million, 1% of the capital, perhaps it's the opportunity. It could be an opportunity. Those are my financial questions, and I'm awaiting your answers, obviously.
To start with, regarding the results of the first quarter. Firstly, we do not publish results, quarterly results, as you know. But we're gonna announce tomorrow, an update. It's not the results as such, but what we call an update of the results. That's what's going to be presented. Indeed, there are two practices. The one you're referring to, that's what we had done in the previous years, that is, during the general assembly. The negative side of that is that our team here cannot answer the calls of all the shareholders. So we decided to discuss the performances of the first quarter tomorrow morning. We'll do that tomorrow morning. And then something else-
... why did we modify our habits a lot? Well, put it like this: to the contrary of what's usually done, we had already given a kind of outlook, I would say, an idea of the results. This time, earlier than usual, we used to do it during the General Assembly exclusively. We've done it earlier, and it's still the case. Those are the two reasons why we did what we did. So there is positive, there's negative in each system. Tomorrow, you'll probably receive some extra information, but what we call guidance, you have heard the guidance earlier than usual, actually, and it was important to mention that also. Now, regarding the taking over the shares, it's a decision.
It's up to the board, indeed, the supervisory board, and of course, we have investment programs. We are industrial company. We have an industrial project that is important, obviously, in at the level of different divisions. Investments, important investments in the battery division, but not only. Investments need to be done on a yearly basis. Given this investment program, the board has not felt it would be good to organize such a buyback scheme of the shares. Sorry, mic, please. Microphone, please. Less dividend? Equals 0.4% of the capital. It's arbitration, indeed, that could be envisaged.
I'm jotting down your suggestion, of course, and, moreover, I know that a lot of shareholders are very attached to their dividend also, and if some would appreciate such an arbitration, others perhaps would not appreciate it so much. We have acted in a responsible way, and we've maintained our dividend policy, and that's that, in fact.
I have a question for Mr. Miedreich. I'm a bit confused about the evolution of some of the raw material, especially those that you use in or produce in Hoboken, and another one for the batteries, the lithium. As far as I understand the market, lithium has really been crashed the last year. Although you make a reference that maybe your contracts were in an opposite direction composed, I do not know. But if I look to the main supplier, Albemarle, the Dutch AMG, they share price crashed almost even more than yours. So can you comment and how important is your lithium utilization? Because I have absolutely not an understanding. And on the other side, I think you produce and you recuperate in Hoboken, palladium and rhodium.
Two years ago, that was a high moment. It was like a gold mine, but last year, of course, that went tremendously down. Can you comment now, the first quarter, how things are going so that we can understand your business?
Absolutely. So let me start with the battery materials, and then I come to the precious metal Hoboken topic. So for a battery, you need for the raw material side, you need lithium, nickel, manganese, and cobalt. These are the main elements that you have. We are taking these metals because they have no function as metals, and we are processing them to make them functional materials. Our revenue generation, the profit that we make, is in that transformation. So to give a function to those materials, we get paid from our customers. Our contracts do not foresee that we are taking the risk, if you want, of the value of those metals.
So it's kind of a pass-through that we basically have decided because of exactly that point, that there is a tremendous opportunity, but also risk if you are speculating on the change of metal. So our contracts are put in such a way that's not for every player in the industry. In other regions, other business models are there, but for us, a lower lithium price cannot be translated into you know the same amount of impact that Umicore has. So that's on the one side. On the other side, you're right. In Hoboken, we are refining, recycling input streams and generate precious metals at the end. Rhodium is the most... So I would even say it was more a rhodium mine than a gold mine because rhodium price is even higher than gold.
Of course, this business is depending on the price of the raw materials much more than any other business that we have, because you're right, in a certain sense, we are producers of that materials. There are also different business cases where companies give us their material, we recycle it, and give back the material. But there are also other business cases where we have a kind of material that we sell. So, Wannes has introduced in his section... We have been trying to reduce that volatility on the rhodium, if you want, side, by a change in our hedging strategy forward, where we have increased the hedging, meaning we have been able to fix prices into the future for those materials. And why is the rhodium price and the palladium, platinum price going down?
That is also a function of electrification, because the main end market for those metals is in automotive catalysts. So if there are less catalysts needed, the price is going down. That's why it is so important for us, and not only from automotive catalysts, that we are kind of in all of those areas on the battery side, but also on the combustion engine side.
But maybe because I think there's one part of your question which also related, then why did we have the special lithium positive effect last year that Wannes has referred to?
Yeah, correct.
It is because, up to last year, we didn't consider, lithium as a metal, but more as a, as a chemical that we used, because lithium historically had been very stable, and relatively low price. We had done this tremendous lithium spike, which since then, collapsed. From before the time that we considered lithium a hedged metal, but more a consumables, we had built up a certain stock in the times when the prices were low, and we have been able to valorize that stock, and also, a reference was made to some scraps that we could valorize. So the special lithium effect comes from, that historic period from before the time that lithium was hedged.
May I ask a second question?
Sure.
In your business model, I see a kind of contradiction. You will well understand what I mean. On one side, you are in the catalyst business, but on the other side, you hope to grow, and that takes business away from the catalyst, of course, in the electric vehicle market. How do you see that with your position? Or are you well covered that the catalyst business will stay big enough, and that you can live-
Yeah
... let's say, the next five years without any problem?
I'm sure that we can live the next five years without a problem with the catalysis business, because the catalysis business, for sure, the combustion engine is reduced over time. That's a fact, I would like to say. That's a train that is not stoppable anymore. The speed of that can be debated, because you look to the different regions of the world, Europe is the region with the strongest trajectory down, because in 2035, there is the legislation that there is a ban of combustion engines in Europe. So there is a trajectory. But you have other countries or other regions like South America, Southeast Asia, India, even China, U.S., where there's a much longer life of the combustion engine. So I think it's more a matter of decades where this is going down.
Actually, it is, I see it as communicating tubes. If you have not the ability to participate on electrification, you only have a business that's going down. So actually, we are, we could call it self-hedged because we—if the one goes up, we are participating, and the other goes up, we are participating. Of course, our strategy is focused on the electrification to be the future, propulsion technology, because so for us as a company, what we call the content per vehicle, so what we can get as revenue and earnings per car, is higher on electric vehicles than on combustion engines. Today, combustion engines still represent the majority of the market, but, over time, when that changes, it's an opportunity for Umicore.
You have made, and I think that plays a very big influence on the share price. You have two, three major investments which are not yet fully operational.
Yeah.
When do you expect to see the first positive signs of that?
Right.
Because that's why the market is so nervous, I think, yeah?
Absolutely. So it's actually a fact that in order to make the successful transition into electrification, we have to, and that's not only true for Umicore, that's true for the whole market, we have to invest significant Capex, because to produce battery materials, and also batteries and electric vehicles at the end, it is not an existing industry. It's not there. You cannot just scale up an existing plant. Everything is new. And when you do things the first time, it's especially expensive. So we think that when we have now our last, what we call greenfield, when you start completely from scratch, footprint in Canada, we have a complete footprint in the world. So into the future, we will not have to...
The further progression of expanding capacities will be much more efficient because we can add capacities to those different sites. But I also have to say, this is not a quick fix transformation. It will take time. It will take time, and you see currently that the timing of this going down of the combustion engine and the going up of the electrification, there's no doubt that it will happen, but the timing of it is still not sure. The only thing that is sure that we believe that companies that position themselves now to be inside of that market will benefit from probably the strongest growth market that the automobile industry has ever seen when the inflection point is coming.
Thanks for your explanation.
Yeah, David Nachte.
[Foreign language]
I might have asked this question. I think it is the case. Do you have any synergy, or do you see the possibility of any synergy between people working on batteries, such as Solvay, Floridienne, and Umicore, of course? Second question, if I may, maybe a little bit more sensitive. The more seniors here remember the Union Minière, Union Minière du Katanga, the former name of the company, and when I hear what is happening in Africa, as people saying, "You deprived us from our resources," with all the respect that is due, of course, this is sometimes a bit difficult to hear. When the Chinese people have entered the continent, Qatar has also entered the continent, the Qatar to which we have sold the airport of Lubumbashi, and they come with all the ores, and they go by sea.
So I come to my question. The Democratic Republic of Congo might ask information to Apple, which is going to the mines, which is taking all the cobalt in the African countries, and it would be good to have a press release on this, saying that the Belgian people, that the Belgian population and companies are not depriving anyone from those resources, as you might have put it. So I think it might be interesting to repeat it.
V- Verduques.
Indeed, thank you for those two questions and those two comments. Mathias will complement what I said. Solvay and Floridienne are working on other products. As far as Solvay is concerned, they're also working on ion batteries, but we are talking about other kind of batteries with another kind of technology, which is not ours. So my first answer would be no real synergy in that regard. Potentially the same customers, but not big synergy. Despite of that, our teams are in contact when there are technical projects. We have worked with Solvay on one project, which has been stopped since then, on fuel cells. But we knew... We know them, and if we need them, we know where to find them. Regarding cobalt and the DRC, yes, indeed, we have a responsible sourcing policy, which is at the heart of everything we do.
I think we're quite sober as far as communication is concerned. I think what we do is—I do not want to be pretentious here, but I think it's state-of-the-art is exemplary. Might not be to the taste of everyone, but I think we're communicating very clearly about what we do. We're not publicizing this too much, advertising this too much, though it is always on our website, and it is a part of our communication. We try to be responsible with the providers. We're one big customer of responsible mining projects in DRC, hence we are also contributing to the development of the country.
To the first point, I think independent of the Solvay corporation, this business in battery materials, but also battery recycling, is a business of partnerships and ecosystems because the task is so big. So you can be sure that we have developed an ecosystem of partners in technology and process that we're working with. Some of them are Belgian, some of them not. So I would say it's not a Belgium-specific topic, but it is very much an ecosystem topic, this business, to develop it further.
Merci.
Je vous en prie.
Welcome. Second row. First, the gentleman there at the back, and then you can go. Just, on a side, I was a driver, used to be a driver for Umicore. The. Do we have an idea of the contribution on the turnover of the Canadian plant as of next year?
The plan for the Canadian plant. So we have announced in October last year the groundbreaking. And I think, Thomas, you have visited our plant just last week. It is currently in construction phase, and the construction will take a certain time, where the current trajectory is that the end of 2026, the plant will start production and will then ramp up its business. As we said, the business is at the end of the day for our customer, BMW, who produces in North America. And the dimension, the capacity is 35 GWh that we will have there. But you will not see that revenue in the close, near future in our revenues. It will start then in 2027, 2028 to have an impact.
... we have heard 25.
I heard 25, sorry.
[Foreign language]
How many patents?
I cannot tell you the exact number from the top of my head, but I can tell you that if we compare our patent generation and especially the patent portfolio that we have in the critical areas, which mostly is today battery technologies, we have quite a wide range of technologies that we have-
... patented, especially, not only related to the products that we are currently using, but also around it. But, I will come back to—we will come back to that, to you with the exact number.
[Foreign language]
Yes. Second part of my question. First, thank you very much, because your General Assembly or this year's General Assembly has more questions than the previous year, so this is a good thing. I'm very happy because this makes it more dynamic, but I'm also very happy because I do not have to ask all my questions on my own, because other people are actually asking those. It is reassuring, and I'm not asking all the questions. So that is a good thing, and it also proves that the questions are not only mine. Second part of my question on production, and I would like to pick it up on one other question on the non-responsible mines. You saying that you have responsible mines was a sine qua non condition for me to be a shareholder.
Had I realized that you do not respect the staff of those mines, I would have dropped my shares, and I think that this is a criteria for many people in the hedge funds. Many people who invest in hedge funds, invest in companies, have that criteria. So that's for the first part. The battery market, this is a very competitive... This is a very, very competitive market, and that is a euphemism. You have a contract with VW, which is a good thing because they're the user, you're a producer, so it gives a place on the market, so that is always good. I read in L'Echo of 6 April that Sweden, that Northvolt, is going to build the biggest, greenest battery in the world. Are you in touch with them, and are you involved as a producer?
I also read in L'Echo, I will quote L'Echo, but I might have to buy shares in L'Echo in the end. I also read that the Giga Storage, which is going to build the biggest battery plant in Limburg, and is looking for investors to finance this park for the materials and the infrastructures. So those are my questions. And I also read that China is flooding Europe with dumping, a scandalous dumping, all types of products in everything that is renewable, be it batteries. L'Echo is, L'Echo is also referring to this. They are talking about a hurricane for wind farms, for everything that is wind. They're talking about a windstorm of the solar panels. I do not have the second page, but there is more. What can you do to face this?
We know that China is overproducing and does not have the internal market to do so, and is finding there a way to increase its gross product when it is actually dumping. So what can you do to face this?
So first of all, Northvolt. Northvolt, of course, we are in touch with Northvolt because they're a very important partner or, or I'd say, an important player in the ecosystem of battery and battery technologies. But I cannot, you know, disclose any other further details on our order book than we have already done, going forward. But for sure, we know them, and they know us, which should be the case of two leading companies. Now, do we want to invest in a battery factory in Limburg? No, because we have very clearly defined our strategy to go from mine to battery, which excludes mining and excludes battery making. We think our strength is in the processing in the middle, what I just explained, the metal transformation into functional materials.
Now, a very good point is on China. We see a lot that Chinese electric vehicles are actually, as you say, flooding the European market. And you can see that from several directions. So first of all, if you look at it from a very macro perspective, it is actually good that there are affordable, technologically advanced electric vehicles available in Europe, because that is fundamentally supporting the Green Deal. Now, what is the impact on the industry in Europe? First of all, there is an impact on the classical auto makers, the car makers, the OEMs, the VWs, the Stellantis of the world, and they will have to face a new competition.
But they have faced it also in the past, if you remember the Japanese and Korean car companies that came into Europe once they had good products, and this is the case now. Chinese car companies have very good products, and with that, they find buyers in Europe.... It's very important to say that currently, this is absolutely an export game, export-import game, and you see in the different ports, the big ships that come with those cars. This is not the future of electric vehicles, Chinese electric vehicles in Europe, because they have already announced that if they sell more than 100,000 cars, it is more economical for Chinese players to produce their cars in Europe. So, that, that's what we have seen with the Japanese and Korean ones as well.
So once they are going into Europe, what they will want is a European supply chain for batteries and battery materials. Why can they not just, you know, take the batteries from China? Because there is legislation in place. You might have heard about the Critical Raw Materials Act and the Net Zero Industry Act. That is requiring 40% of the materials that go in batteries to be processed in Europe, and, for example, 25% of the materials that are used in batteries to be recycled in Europe. And with that, and there's also cost, cost, of course, of import/export, they want to have a local supply chain. They want to have local battery producers, and you see already that that happened already with CATL and others that are producing in Europe.
You've come to my message: we see that, one, as an opportunity, because we are today the only company that has a supply chain that goes from refining, precursor, and cathode manufacturing in Europe. So for sure, competition will come, but we have a significant timing advantage, and we think if we can replicate what we have done with the European car OEMs, our very close proximity and, partnership that brought us the contracts that we have, to do the same with the Chinese OEMs. We have a lot of business with Chinese OEMs on the automotive catalyst side in China. We have, also relationship to the, to the pure electric vehicle makers, and we want to be, k- of kind of their partners.
The side effect will also be that their batteries will be much more sustainable because they will have to be under the laws that you have just described and also under the ethical sourcing for the raw materials, et cetera. So overall, I think it's a good news that Chinese car companies come to Europe. It will stimulate competition also with the European ones to bring good products at the market. Because one thing is pretty clear, today's consumer does not want any more just an electric vehicle. What they want is a good electric vehicle. Good can be cost competitive with a very good technology or with long-range driving, et cetera. And that's, I think, what the Chinese can bring to the European market.
...
Still on production, L'Echo is producing an article saying that a carbon tax would have an impact on half of the companies of BEL 20. That was a study of Axylia, which is based in Paris. There is a small issue with the table. Out of the twenty companies of BEL 20, there are 18, and Umicore is not in those 18 or you in grey, red, or green. But it would be very interesting to look at that report. I don't have the figure. Umicore is not in the table that was published in L'Echo. Sorry, I have not heard about this article. I can give you the reference. It would be very interesting for you to read that article. Thank you very much for warning. Does anyone have a question, or shall I move to governance? Okay, someone else.
On electric cars, on EVs, there is a structural change, quite brutal compared to what we could have imagined in 2023, with a decrease in different changes and the increase of the, Chinese manufacturers. We also have seen some certain number of changes for Tesla a couple of days ago. What does that change in your strategy compared to what you said during the Investor Day during 2023? We see that the Chinese use the LFP battery. Does that impact our positioning, and what would you change compared to all these new, changes?
Good point. So for us, I want to mention two things. The first one is that when we have designed our strategy forward, and the way we deployed it, we have looked at two things. First of all, we have looked to the fact that we are not betting on one horse only in terms of what we call the battery chemistries. We have a very nice view, and you can also download on our website. We had a you know a debrief on that last autumn, where we have a broad portfolio of battery chemistries that match the different segments that we expect in the electric vehicle market: entry segment, mid segment, and the high-end segment, that differentiating in cost and also in range particularly.
So with this in place, we feel well prepared for a market that I think nobody knows how it will develop. The only important thing is you have to always stay alert and not bet on one single horse so that you can... In your case, you talk about LFP, for example. LFP is a technology that is absolutely good because it's low cost, and it helps electric vehicles to be cheaper, we have to understand that this advantage is mainly given for LFP in China, for Chinese vehicles in China, because to produce LFP in Europe, there is no LFP factory in Europe, for example, and there's a totally different cost base. I don't go into the details, but there's a total different cost equation to do LFP in Europe. We think on this example, we have better answers to that.
We have a technology we call HLM, which is basically replacing nickel with manganese to achieve also very good cost position. So I'm just saying that because actually we, we never believed that we know the one truth. We believed in being alert and flexible in terms of constantly pushing the technology edge with new products. That's number one. Number two, what was also very important is that when we put this very significant amount of Capex in our production facilities all over the world, it would be absolutely not favorable if any time you change the product, you have to, you know, build a new factory.
So what we have been doing from the beginning to keep our manufacturing lines as flexible as possible, especially the Nysa Gigafactory that we have built and the ones that we are currently building in Canada, has the ability to produce all of the battery materials that we have in our portfolio roadmap. Of course, there are some changes necessary, but not all of the changes. So that means, we feel well equipped to react to any kind of change in terms of, you know, potential changes in requirements from our customers for the battery material market. Now, at the same time, we also have to be vigilant on, you know, looking how the future will be. If we have a outlook of three, four, five years, what can we adapt? What can we do?
But also, when we mentioned our what we say order portfolio or order book, the way that we have structured our contract is also supporting us in this way. So, we cannot tell you exactly what is the future. We can only tell you at this point that we feel well prepared to react flexibly on potential changes in the future.
Oui. Alors,
Thanks. The governance question? Yes, governance. Different questions. That will be a little bit of ping pong or tennis table. I see that Mr. Oudéa is a candidate to the supervisory board, and he will represent the GBL in that supervisory board. Is another member already representing GBL? Yes, Mr. Raets, he's in the room? He's not. He's not in the room. He's not, he's not here today. He's not submitted to vote, but there will be two representatives of GBL in the board. Yes, but that was already the case with Mr. Armero. Okay, I see that the remuneration is submitted to a vote. Is that the same remuneration? Was that increased? I see all the figures. I see no increase compared to last year, and I do not remember all the figures from the previous year. The amount was decreased, de facto, because...
There is a part in euros that remained unchanged, and there is a fixed amount of shares, and since the action, the stock price has diminished, the board has received less than last year. Yes, but the figures that you submit to a vote are the fixed figures. So there is a remuneration of the supervisory board? Yes, but there is also... We submit to a vote the report of remuneration, but if you're asking about the amount, the value of what the members receive, then the value is lower. This is just a fact. Okay, then a suggestion, if I may. The general assembly is broadcasted, but it is only reserved for the registered shareholders, or is it open? I think it's open. So anyone can connect to the Umicore website and look at the general assembly without having to be a shareholder. That's a good thing.
You are one of the only ones who do it, to my knowledge, in Belgium, but you're the first one. Delhaize, Total, ENGIE is also doing it, and it is a great mean for us to broadcast and to advertise Umicore. Sorry, but there is a problem with the microphone of the speaker. Sorry, I don't know how we should name it, but there was a little glitch with my microphone. Three other things, but I was saying that was a really good thing. The annual report, I'm not happy, and I'm not the only one. I heard other people complaining about this. It does not exist in French anymore. It is in Dutch and English. You're the only one in the BEL 20, to my knowledge, once again, and to all the other companies of which I have shares, and I have a very diversified portfolio.
I wanted to know why. Why isn't the annual report available in three languages? You're based in Brussels. That's a choice we made. I understand your point. That was a cost-based decision. We computed the number of readings in all languages, and French was less demanded, less requested, so this is a cost efficiency measure. Though I fully understand your complaint, I note your comment, but this is a decision we made for, costs efficiency. And when I'm saying cost efficiency, I'm referring to the use that was made of that annual report. The number of the downloaded, version and entries was lower in French. It does not exists-- It does not even exist in French on the website. Okay.
Okay, 'cause I thought it was only the paper, the hard copy, that were not available in French, that you were printing out the other two languages, but it does not exist in French anymore. Yes, and we only print out on request. It was not as before, we had thousands and thousands of exemplars. No, this is not in line with our times. What I do before the general assembly, I always say that I want to have the agenda and the printed out annual report, because I do have a dumb phone. Here, there are smartphones, and there are also dumb phones. I don't think phones are smart, but I have a dumb phone, and this is how it is actually sold in the States, and we cannot download anything with that, which is good.
Another element, I see you have many festivities, but there is absolutely nothing for the shareholders. In other companies, we are talking about the shareholders club. Solvay has one, and for those who knew that, for the 125 years, there was a mega party for the shareholders. I think it was 8-10 years ago. We all remember that. There was the Cirque du Soleil, who came to Solvay's place in Neder-Over-Heembeek, and it was quite prestigious. Ageas, ENGIE have special meetings and special festivities for the shareholders outside of the general assembly. Solvay, with Solar Impulse at the national airport, also invited the shareholders to look at that planes that have been sponsoring for quite some time, and that was also very interesting. So just a small suggestion, why not having a party for the shareholders? It is good for staff.
I'm not saying you do not have to do it for staff, of course, but think about the shareholders when we look at the evolution of the stock price. It would be, would be good.
Thank you. Thank you for that comment, for that suggestion. I will transmit it... I will transfer it to the management. Of course, we could have an info session or also, link it with a party for the shareholders. This is something we could think about, of course.
So I had a very short one for the CFO. Have I seen well or understood well that in your balance sheet, the support that you have received from Poland and Canada as a plus in the balance sheet, is that money really received? There are probably some conditions, and is there not something catch, that you have to pay it eventually back or no?
So looking at the two large grants that have been awarded in the past year, we have the EUR 600 million in Canada and the EUR 350 million in Poland. Those are non-refundable grants, and those are linked to the capital investments, and will be awarded in line with the investments taking place. So today, effectively, you will not see them yet, as they have not been fully granted yet. We need to
Yeah
... apply for them basically upon the effective investments.
Okay, thanks. That's all.
Okay, I think that closes the question round. Donc, ça met fin à la session de questions.
So that's that for the Q&A session. Thus, we can carry on and move on to the votes. You have received the documents. So according to the documents, it appears that the shareholders' meetings were validly convened and that all the shareholders who participated in these meetings, either by personally attending today or through voting forms or by means of proxies, have duly complied with the admission formalities. So indeed, we have the number of shares, meaning that a certain number of shares means a certain power to vote.
Considering Umicore has presently 246,400,000 shares in issuance, and Umicore held 5,928,783 own shares, representing 2.41% of its capital, more or less, on the registration date, which are not entitled to vote and are therefore not taken into account. We note that, the percentage, of people that can vote are here, and, here, these people are here with voting rights of Umicore. I can therefore state that these meetings are valid.
... to be validly adopted, resolutions on items on the agenda of today's ordinary and special general meeting to require an ordinary majority of the votes. In all cases, abstention votes will be disregarded when calculating the voting results. And indeed, I remind you of the voting procedures applicable to today's meeting in order to determine the exact number of votes cast, either for or against. When signing the attendance list, the attending shareholders and proxy holders have received a cardboard with an individualized number. If they wish to vote against the proposed resolution or abstain in relation to such resolution, they are invited to do so by raising their cardboard. First, the votes against, and next, the shareholders who are abstaining. Please bear in mind that some votes were already cast prior to the general meeting, either by personal voting or by proxy voting.
This means that even if, no votes against and or any abstentions are cast by the person physically present at today's meetings, the voting results may still show votes against and or abstentions. I will now deal with the various items of the, agenda.
Supervisory board and the report of the statutory, or the-
Annual report of the Supervisory Board, 31st of December, 2023. Since copies of the reports on
such annual reports were made available to the shareholders so prior to the meeting, I propose not to read them out here. Do any shareholders have any objections? Otherwise, we would be at it for a long time. I hereby note that this proposal has been accepted and thank the meeting accordingly. I can also inform you that the Works Council received all the information they requested on these reports at the plenary meeting on the year's results, which was held on the 16th of April, 2024. Proposal for the first resolution. Let's move on to the remuneration report. I would like to ask you not to read that report.
I propose that this was adopted, and then we can move on to the third. Who will those who are against the resolution raise their cards? Anyone against the resolution? No one. Are there any abstentions? No, nobody. Taking into account the votes expressed in the vote forms by post and proxies received, that this resolution is passed with 131,928,483 votes of all. That's more than the ordinary majority required, more than 91% approval of the... We will now deal with the approval of the statutory annual accounts for the year ending 31 December , showing a profit for the financial year in the amount of EUR 268,439,268.34 to approve that.
So, the profit to be approved, EUR 841,923,813. We proposed a payment of gross dividend of EUR 0.80 per share in 2023. Considering the interim dividend corresponding to EUR 0.25 per share paid out in August 2023, a balance amount of EUR 0.55 per share will be paid on the thirtieth of May, 2024. The shares held by Umicore itself are not entitled to a dividend, so the profit to be appropriated, EUR 841 million.
We deduce from that amount the EUR 132 million, and leaving us with a remainder to be carried forward of EUR 709 , 664 thousand. I propose this to the vote. Is someone against this? Are there-
Abstentions. Given the votes received in advance, this resolution is approved 100% of votes. First time in my life that I see this, a 100% exactly. First time. But I must say that 200, 293 votes against, that's zero point zero zero zero something. That's why the machine calculates a 100% at the end of the day. Okay. Consolidated communication of consolidated annual accounts for the financial year ended on 31 December 2023, as well as the annual report. The annual report on the consolidated accounts, as well as the consolidated accounts themselves, were made available to the shareholders prior to this meeting. I therefore propose not to read them out here. Is that okay? That's what... Do you all agree? Yes. Thank you.
Furthermore, the works councils received all the information, sixteenth of April 2024. Discharge from liability to the members of the Supervisory Board for the exercise of their mandate, 2023. Against this resolution, raise your cards if you vote against this resolution. Abstentions? No. This resolution is thus approved, 99.67% of votes. Thank you very much.
... Fourth resolution, the Commissioner for the exercise social exercise 2023. Votes against here in the room? None. Abstentions? So this resolution is approved, 99.65% of the votes. Thank you very much. Composition of Supervisory Board composition. The mandates of myself, Koenraad Debackere, Mark Garrett, Mrs. Birgit Behrendt expire here within the framework of the General Assembly. And as indicated, Mr. Mario Armero, whose mandate normally only expires in 2026, has submitted his resignation.
Mr. Thomas Leysen stands for re-election, and the Supervisory Board, acting upon recommendation by the Nomination Remuneration Committee, proposes to reappoint him as a member of the Supervisory Board for an additional term of three years, expiring at the end of the annual shareholders meeting 2027. I put this motion to the vote.
Is there someone against? No. Are there any abstentions? I don't think that is the case. As so, this resolution passed with 79.85% of the votes. Mr. Koenraad Debackere stands for re-election, and the Supervisory Board, acting upon a recommendation by the Nomination and Remuneration Committee, proposes to reappoint him as independent member of the Supervisory Board for an additional term of three years, expiring at the end of the annual shareholders meeting of 2027. The criteria retained to assess his independence are those set forth in Article 3.5 of the 2020 Belgian Code on Corporate Governance. Are there... Is there anyone against? Are there any abstentions? So the so this resolution was passed with 95% of the votes. Mr.
Garrett stands for re-election for a term of one year, and this is also done on the recommendation of the Nomination and Remuneration Committee. The criteria retained to assess are the same as I mentioned. Are there people against? Are there abstentions? No. So this was passed with 96.58% of the vote. And Mrs. Birgit Behrendt also stands for re-election, recommended by Nomination and Remuneration Committee. Also, are there any votes against? Are there abstentions? No.
99.83% adopted. The Supervisory Board, acting upon recommendation by the Nomination and Remuneration Committee, proposes to appoint Mr. Frédéric Oudéa our new member of Supervisory Board. Mr. Oudéa took the floor, presented himself. Votes against? 130, you're voting against. Abstentions? No abstentions.
Can't see any, so the machine is calculating. This resolution is nevertheless adopted, 97.62% of votes. The Supervisory Board, acting upon recommendation by the Nomination and Remuneration Committee, proposes to appoint Mr. Philip Eykerman as the independent member of the Supervisory Board of Umicore with effective date November 1, 2024 for... And he abides by the criteria retained to assess his independence. Against? Anyone against? Anyone against? No. Abstentions? No. Resolution is approved, 99.8%. Thank you. Supervisory Board members remuneration. Pursuant to Article 10 of the Articles of Association, Supervisory Board proposes to set its remuneration for 2024 as set out in the agenda. Proposed remuneration is unchanged compared to the remuneration approved in 2023.
For the future, identical in the sense that the fixed amount is the same, number of shares also is the same. Are there any abstentions? No. So, are there any members of the shareholders who would like to read it? No. So, okay, I propose this to the vote. Are there votes against? Are there abstentions? Thank you very much. No abstentions, and so this is passed with 99.53% of the votes. Mandate of the statutory auditor, he—
... EY Bedrijfsrevisoren BV. So the mandate of the statutory auditor expires at the end of the present ordinary general meeting. Upon recommendation of the audit committee, and upon nomination by the works council, the supervisory board proposes to renew the mandate of EY Bedrijfsrevisoren, represented by Mr. Marnix Van Dooren and Mrs. Eef Naessens, as statutory auditor for three years up to and including the ordinary shareholders meeting of 2027. It is also proposed to fix the annual remuneration of the statutory auditor for the financial years 2024 through 2026 at EUR 581,000 . This amount will be indexed each year on the basis of the evolution of the consumer price index, health index. I hereby put this motion to the vote. Any votes against? No abstentions? No.
So the resolution is passed with 99.97% of the votes. So assignment regarding the assurance of sustainability information in light of the Corporate Social Responsibility, EU Directive of the fourteenth of December 2022, which should be transposed in Belgian law before the 6 July 2024. We will see whether the legislature succeeds in that, and it is proposed to charge EY Bedrijfsrevisoren also with the assignment regarding the assurance of sustainability information in relation to the financial year 2024, or for any longer duration which the Belgian law transposing the CSRD may require, if applicable. So the sustainability information will also be subjected to an assurance, so that the statutory auditor might give assurance that the figures are reliable, that are presented by the committee.
The assignment granted to the statutory auditor by this paragraph shall be considered to be the legal assignment under the Belgian law transposing the CSRD. Once it has been adopted, the remuneration of the statutory auditor for that assignment shall be agreed between the company and the statutory auditor in accordance with the Belgian law transposing the CSRD. Put this forward to the vote. Are there people against, shareholders? Are there any abstentions? No one. So...
Thus, approved 100% of votes. 553 votes against. So now, special general assembly meeting concerning the approval of change of control provisions. Umicore has a Canadian subsidiary, Umicore Rechargeable Materials Canada, as recipient, and Province of Ontario, entered into a conditional grant agreement with this effective date, the 3 August, 2020. One of the provisions of this agreement, clause 10.1, n, entitles the Province of Ontario to immediately terminate the grant agreement. B, to be relieved from all obligations to make disbursements under the grant agreement. C, to retain performance payment and any unpaid carried forward amount under the grant agreement.
D, to avail itself of any available remedies permitted by law, of exercise, or exercise any right of recourse, and or proceed against the recipient, and to will cause the total clawback amount as defined in the agreement to become immediately due and payable to the Province of Ontario in the event that person, or two or more, persons acting jointly or in concert, acquires shares and capital of Umicore, resulting in such persons having direct or indirect beneficial ownership of 30%, 30, or more of the outstanding shares or voting shares and capital of Umicore. The Province of Ontario required this, and in line with Article 7:151 of the Code of Companies and Associations, the shareholders' meeting is requested to approve the, above contractual changes of control provision. Anyone voting against? Does not seem to be the case. Abstentions? It's not the case.
So this resolution is passed with 99.91% of the votes. Proposal for a second resolution on the 15 December twenty-
In resolution of the 15 December 2023, Umicore entered a revolving facility agreement-
On sustainability.
Institutions as lenders.
With different institutions, financial institutions. As we said, one of the provisions of the above agreement, clause 9.2, exempts the lenders from further funding, except for the rollover of a loan, and also, under certain conditions, entitles them to cancel the revolving facility and to declare all outstanding loans, together with accrued interest and all other amounts accrued under the revolving credit facility, immediately due and payable in the event that any person or group or group of persons acting in concert gains control over Umicore. Once again, this change of control clause need to be approved by you, of course. Anyone voting against? Abstentions? This resolution is approved once again, 99.91% of votes.
Third resolution, Umicore as borrower has entered on the 7 February 2024 into a finance contract with European Investment Bank as lender. One of the provisions of the above agreement, clause 4.3A, 3 entitles the lender to cancel the undisbursed portion of the credit and demand repayment of the loan outstanding, together with the accrued interest and all other amounts accrued and outstanding under the finance contract in the event that the change of a control event occurs or is likely to occur in respect of Umicore. Again, this has to be approved by as separated in the, in the code of companies and association. Are there people against? Are there any abstentions? So this has been passed with 99.91% of the votes.
All the items on the agenda of all the shareholders meetings have now been dealt with. I propose not to read the minutes of the meeting. Do any shareholders have any objections? No. I hereby request the scrutineers and any shareholders who wish to do so to sign the minutes, and I declare the meeting closed at 6:51 P.M. I would like to thank our shareholders for their presence and their constructive contribution.
Would like to thank our shareholders for their presence and their constructive contributions. As always, you're now kindly invited to join the traditional post-meeting reception, and I look forward to meeting you there on this side of this meeting room. So in the other meeting room, some more cocktail. And please return the headsets as you leave the room, the headphones as you leave the room. Thank you very much, and wish you all the best.