freenet AG (ETR:FNTN)
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Apr 30, 2026, 5:35 PM CET
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AGM 2024

May 8, 2024

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

As chairman of the meeting, I'm opening the annual general meeting 2024 of freenet AG, and of course, this is a meeting in presence.

Christoph Vilanek
CEO, freenet AG

[Foreign language]

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

Well, thanks to everyone on, behind, and in front of the stage, because it means a lot of work. On behalf of the supervisory board and the executive board, I would like to extend a warm welcome to the shareholders, you, shareholder representatives, and guests in attendance. I note that all members of the executive board are present. I would therefore like to welcome the Chairman of the Executive Board, Christoph Vilanek, as well as the Executive Board members, Ingo Arnold, Stefan Esch, Antonius Frohme, Nicole Engenhardt-Gillé, and Rickmann von Platen. Well, I hope that you've been able to recognize everybody here, thanks to the name tags. Well, unfortunately, not everybody is here, but-

Christoph Vilanek
CEO, freenet AG

Just in time. Perfect.

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

Oh, just in time! Okay, so,

Christoph Vilanek
CEO, freenet AG

...

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

Robert, I think you are watching. Best wishes to South Germany, and you're not able to attend the meeting in person, thus get well soon. I would also like to welcome from my left to right, my colleagues, Knut Mackeprang, Claudia Anderleit, Till Beneckebrech, Tobias Marx, Petra Winter, Frank Siewert , Professor Dr. Kerstin Lopatta, Thomas Karlovits, Sabine Christiansen, Robert Weidinger, and Miriam Wohlfarth . Welcome.

Christoph Vilanek
CEO, freenet AG

[Foreign language]

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

Well, it's really a great atmosphere here. In addition to myself, I would also like to welcome our notary, Dr. Ralph Kaczynski, who will be taking the notarized minutes of this annual general meeting, as well as our well-known lawyer, Professor Dr. Jochen Vetter. He's going to support us today, and he'll be our legal advisor. Great to have you here. Dear shareholders, all of us on the panel are delighted to be able to welcome you here in person again this year, and you already expressed your approval of this as well.

Ladies and gentlemen, let me begin by briefly addressing a few organizational points relating to today's annual general meeting. For the sake of good order, I would like to point out that audio and video recordings by participants in the meeting are not permitted.

I would also like to like you to make sure that your mobile phones are switched off or set to silent mode. Our business model, of course, encourages telephone calls, but not in this room, please. I then note that the annual general meeting has been convened on the 26th of March, 2024 , in due form and time in the Federal Gazette. Printout from the Federal Gazette has been submitted to the notary and is available for your inspection at the registration table. In addition, the convening of the AGM has been communicated to the group of persons named therein in due form and time, in accordance with Section 125 of the German Stock Corporation Act. The company has not received any motions for additions to the agenda or countermotions or election proposals from shareholders that need to be made accessible.

My introductory remarks and the speech by the CEO and CFO can also be followed live on the Internet by other interested parties and will be available as a recording on our website after this annual general meeting. The drafts of today's speech manuscripts by Christoph Vilanek and Ingo Arnold were already published on the website for this annual general meeting on 30th of April. The list of participants is currently being compiled. As soon as this process is completed, I will announce the attendance. The list of participants can be viewed electronically on a screen at the registration desk. Changes to attendance will be updated on an ongoing basis. The registration desk is located on the left-hand side of this room, as seen from you.

Well, the admission tickets sent to you by post or electronically were checked in the entrance area, and the lower section of your admission ticket, the so-called HV card, was handed back to you there, and you will need this later for voting. This year, we have again sent out electronic admission tickets on request. If you have such an electronic ticket on your smartphone, you can use it later for voting, of course. If you have submitted several admission tickets, several of these AGM cards have been returned to you accordingly, hopefully. You will then need each of your AGM cards for the vote. If you have not yet exchanged all your admission tickets for our AGM tickets, please do so immediately at one of the registration desks so that all the shares you hold or represent are included in the list of participants.

This is the only way that your votes can be taken into account in the vote. All these are homey faces. You know how it works. Holders of electronic admission tickets who hold several electronic admission tickets must register with all electronic admission tickets so that all shares held or represented by them are included in the attendance register, and all votes are taken into account in the vote. The attendance area of today's annual general meeting includes this meeting room and the foyer on this level, with its sound system and the sanitary facilities accessible from there. I would like to point out that the sanitary facilities are not equipped with audio transmission. Shareholders who are in the attendance area will take part in the annual general meeting.

However, requests to leave, to speak and votes can only be cast here in the meeting room. In order to keep the list of participants up to date, I would ask the shareholders who leave the AGM sign out at the sign-out desk. The list of participants will then be updated. If you only wish to leave the AGM temporarily, please inform our staff at the sign-out counters when you present your AGM card. Your departure from the attendance area and your re-entry will then be recorded electronically. If you wish to leave the AGM early, which would be a pity, of course, you have the option of authorizing other persons to represent you. To this end, we offer you the option of authorizing the proxies appointed by the company to exercise your voting rights.

Please tick the boxes on your AGM card in accordance with your instructions, then hand the AGM card to our employees at the exit counter. Electronic terminals for issuing instructions are available at the exit counter for holders of electronic admission tickets. So whatever you want to do, we'll be here to assist you. You can also authorize a third party to exercise your voting rights. To do so, please contact the staff at the sign-out counters or at the registration desk. They will provide you with a corresponding form for authorizing a proxy. Please note that if you have several HV cards, you must issue authorizations or instructions for each HV card. I would ask all shareholders and shareholder representatives who wish to speak to register at the request to speak table as early as possible.

As already mentioned, the request to speak table is located on the left-hand side of this room, as seen from you. Please note that the debate will take the form of a general debate, so please speak directly on all items on the agenda and ask any questions you may have. Following the general debate, we will proceed to the votes. I will then explain the voting procedure to you, and before that, of course, I will give you all the necessary explanations. In order to ensure that the AGM general meeting runs smoothly in the interests of all those present, I would like to appeal to all speakers to present their speeches as concisely as possible and to concentrate on specific questions on the AGM. I reserve the right to limit the speaking time during the course of the meeting.

This would, of course, hurt me deep in my heart, but should this be necessary, I have to do so to ensure that the agenda is dealt with in an appropriate and reasonable period of time. For your contribution, I would ask you to use only the lectern on your right, so that the auditorium can hear your presentation without difficulty. That means in this room and also out there. Ladies and gentlemen, I ask for your understanding and, you know, for the lengthy explanations. I've heard even longer explanations at AGMs, and actually, this is necessary for the proper and safe conduct of such an AGM, to carefully observe these points prescribed by the German Stock Corporation Act or the articles of association. But this concludes the organizational remarks, and so much, for that.

Ladies and gentlemen, the list of participants is now available, but I do not have it here, thus, I cannot update you on the attendance. Okay, so, ladies and gentlemen, dear shareholders, we would turn to the discussion of the agenda. I call up agenda item one: the presentation of the adopted annual financial statements and the approved consolidated financial statements, as well as the management reports of the company and the group, the management board's proposal for the appropriation of net retained profits, the report of the supervisory board, and the explanatory report, report of the management board on the disclosure pursuant to sections 289a and 315a of the German Commercial Code, HGB, in each case for the past financial year.

The Supervisory Board commissioned PricewaterhouseCoopers GmbH as auditors to audit the consolidated financial statements within the group management report and the annual financial statements with the management report, both as at 31st December 2023, as well as the risk early warning system. All audit items were issued with an unqualified audit opinion. The non-financial statement, in accordance with the CSR Directive Implementation Act, was subjected to a voluntary limited assurance engagement. A corresponding report was issued by the independent auditor on 21st of February 2024. The audit committee discussed the audit reports in detail with the auditors. The auditors also attended the Supervisory Board's balance sheet meeting on 20th March 2024. They reported on the results of their audit.

The Supervisory Board examined the consolidated financial statements with the group management report, the annual financial statements with the management report, and the non-financial statement in detail, and raised no objections. The annual and consolidated financial statements with the management report and group management report were also approved by the Supervisory Board, as recommended by the Audit Committee. The 2023 annual financial statements of freenet AG are thus adopted. The Executive Board has proposed paying out a dividend of EUR 1.77 and carrying forward the remaining balance sheet profit to new account. The Supervisory Board agreed with this proposal. I will repeat this proposed resolution again earlier, and thus we would now move on to the next item. I would now like to ask the Executive Board to report on the 2023 financial year and the company's current situation.

If I'm not mistaken, Mr. Vilanek will begin.

Christoph Vilanek
CEO, freenet AG

Thank you, Mark, for the floor. Ladies and gentlemen, dear shareholders, on behalf of the management board and all employees of freenet AG, I would like to welcome you to today's annual general meeting. This is my 16th annual general meeting of freenet AG, my role as chairperson of the management board. I can tell you that the routine is reassuring, but I'm looking forward to this day every year and to welcome you, especially here. So on that note, I would like to ask you. Thank you for coming here to Hamburg once again. The years of the corona pandemic have permanently changed the way we live and work together.

As a company that focuses on digital first, we at freenet are helping to shape these changes, but we are also firmly convinced that the direct dialogue between people is irreplaceable, and this should also apply to our meeting today. That is my wish, at least. Creativity, discourse, and progress arise where people meet and literally engage with each other. We believe in a minimum level of presence, and we will continue to represent this viewpoint within the company itself. Despite all the changes in my 16 years as CEO of freenet AG, one thing has remained the same. At this point, I have always been able to draw positive conclusions about our work and regardless of the global pandemic and the various financial and economic crises that we have successfully weathered together in the past, and this is also the same today.

The first part of my presentation, I will therefore give you a brief overview of the past financial year, which was another successful one, before my colleague on the executive board, Ingo Arnold, follows with a detailed presentation and analysis of the key financial figures. In the second part of my presentation, I will report on the fruits of the strategic decisions and concrete steps we have taken in recent years in our core business of mobile communications and also in the TV and media business area. And finally, as in previous years, I will focus on our very special corporate culture. Please allow me to make a note in advance. In some places, I only use the generic masculine where referring to people, and you have probably already noticed this. I do this solely to make my presentation as fluent as possible for you. Diversity is important to me.

This goes without saying. In my view, company works successfully when diversity is a matter of course, and I say this as the CEO of a company whose workforce was made up of 60 nationalities at the end of 2023. So let's turn to the past financial year, ladies and gentlemen. It was a milestone in freenet's development. For the first time, we generated earnings of EUR 500 million, with a slight increase in sales. To be precise, our EBITDA totaled EUR 500.2 million. This is an increase of over 4% compared to 2022. So we thus met our forecast, which was raised during the year of between EUR 495 million and EUR 505 million, and on the other hand, we are still on track with our growth plan until 2025.

We presented it to you under the heading 2025, two years ago. As you will no doubt remember, ladies and gentlemen, it envisages that starting from the reference year 2025, we will increase the EBITDA to at least, and I emphasize, at least EUR 520 million by the end of 2025. This corresponds to an average annual EBITDA growth rate of over 4%. The result of the 2023 financial year has already brought us a good deal closer to achieving this ambition. Nevertheless, much remains to be done to achieve the 2025 target and set the course for further growth in the subsequent years. At the time, we had set a free cash flow target of over 26...

EUR 260 million for 2025, and in fact, we achieved EUR 200, EUR 262.6 million last year, and thus, again, a financially strong distribution base. We are therefore recommending an increase in the dividend to EUR 1.77 per share at today's AGM. With this somewhat crude figure, 1.77, we are implementing exactly the financial policy we have communicated and distributing 80% of the free cash flow to you, dear shareholders. So thank you. This is a record payout per share and once again, makes a freenet share one of the strongest stocks in Germany in terms of dividend yield. So you have made a good choice, ladies and gentlemen. We are targeting another milestone for the current financial year in terms of numbers of subscribers.

After increasing their number by over 450,000 to almost 9.5 million in 2023, we are now targeting the 10 million mark by the end of the year. This strong growth is being driven, particularly by our IPTV product, by waipu.tv. With 10 million customers, every 7th German resident over the age of 18 would be a customer of our company, and this is quite impressive, I think. But none of this is a surefire success, neither in the highly competitive TV segment, nor in our core business of mobile communications. We have therefore declared the current financial year to be a year of transition, in which we will invest in both segments.

Accordingly, we expect EBITDA in the range of EUR 495 million-EUR 500 million, and a free cash flow of between EUR 260 million and EUR 280 million for 2024. I would now like to take a closer look at the operating figures in the two segments, dear shareholders. Mobile telephony is a solid and crisis-resistant business model. It is based on an indispensable product with long-term subscription-based customer relationships and our unique sales interface. Nevertheless, we have made massive efforts in the recent years to work even better and more efficiently. We have restructured our organization and processes, created corresponding responsibilities on the management board, and simplified the so-called operating model. We have eliminated redundancies and drastically reduced the complexity of products and processes.

The basis and core of our organization is the sustainable focus on the customer lifetime value of our customers. The intended win-win situation for both sides is that customer benefits from fully personalized offers, and we record growth in new customers, transactions in our existing business, and revenue from our digital lifestyle offering. Two further projects round off the process of continuous improvement. Firstly, the alignment of as many products as possible with the freenet umbrella brand, and secondly, the optimal integration and harmonization of our offline and online sales channels under the label Retail 25. Customers receive the same offer in the shop as on the website, and thus greatest possible transparency and flexibility when selecting and purchasing our products. The experience of shopping and receiving advice on-site is thus combined with the advantages of online retailing.

The groundbreaking result for the retail sector is in our internal wording, assisted personalized shopping, APS for short. We are not only making life easier for the customer, but also for the employee on the side. That means more time for sound advice, more choice and service, and from the customer's point of view, a real incentive to go to the shop. Same prices with personalized advice, and this means there's not an advantage online. The basic prerequisites for this are simplified and more efficient processes, as well as relevant automation. We are also making a contribution to sustainability, more digitalization, less paper, less logistics, and less waste. The concept has proved very successful in selected pilot shops, and we will now roll it out to all shops in August this year. Our reorientation towards the freenet umbrella brand has also proved successful.

We completed this last year and implemented this. Our previous main brand, Mobilcom-Debitel, has disappeared, and we have reorganized our approximately 500 shops accordingly. The new umbrella brand, freenet, offers a number of advantages. It creates greater identification among customers, employees alike, and it promotes synergies in sales and retail, marketing, and customer communication. To this end, we launched a successful campaign last year with our new claim, freenet: Ready, Go! We are convinced that this claim accurately reflects our identity. You can see that the claim works because the brand awareness has doubled since its introduction. So, and the fact of our brand awareness has doubled, and the result of all initiatives is impressive. The number of postpaid customers rose by around 145,000 to more than 7.4 million in 2023.

In the previous year, the increase had just been under 100,000, and the number of users and app-based tariffs, freenet FUNK and FLEX, also increased by more than 7% to over 121,000. waipu.tv is growing at an impressive rate, and this brings me to the TV and media segment. The IPTV product of our subsidiary, EXARING AG in Munich, offers around 270 channels, and almost all of them in HD quality, as well as its own video library with around 30,000 films and various genres, TV series, and shows. Users can watch live TV or access films and recordings flexibly at any time, at attractive conditions on up to four devices simultaneously. There's no question that we are talking about the most modern television experience on the market in the German.

The growth rates of waipu.tv are correspondingly rapid. Shortly after the start of 2023, we welcomed our 1 millionth customer to the platform. By the end of the year, we already had 1.37 million customers, and we are now over the 1.5 million mark. My personal ambition is to reach the 2 million mark by the end of the current year, or even better, to exceed this. And this would bring us close to the critical mass we are aiming for. Nevertheless, the current figure of 1.5 million customers already makes us more relevant for content providers, leads to a significantly greater marketable rate for advertising, and further strengthens our competitive position in the market.

The target of 2 million waipu.tv subscribers is ambitious, but as well as, we all know, a small revolution for German cable TV customers is coming in the middle of the year. The so-called ancillary cost privilege will no longer apply. So, and from 12 million cable TV households are tenants, will no longer be obliged to use cable TV, which can be billed by the landlord as a service charge. Instead, they can decide freely about their TV access. And according to a survey by waipu.tv, every second user wants to cancel their cable connection, and the majority wants to switch to IPTV. It goes without saying that the total of 12 million households represent an incredibly interesting target group for us.

However, in order to win them over to waipu.tv, at least in part, they need to know about our attractive offer and be convinced to subscribe. We are therefore now investing more in marketing and sales activity in this area. Which is also why I referred to 2024 as a year of transition earlier. Dieter Bohlen continues to be the advertising figure for waipu.tv, and he seems to be paying off with dramatically lower advertising expenditure than, for example, Deutsche Telekom spends on its MagentaTV. We managed to acquire almost twice as many new customers as this competitor in 2023. Our second subsidiary in the TV and media segment, Media Broadcast, is also providing promising growth impetus, and this is in the B2B area. Allow me to mention a few outstanding projects from the past.

At the beginning of 2023, our Cologne-based subsidiary carried out a professional TV production via a private 5G network for the first time at a football match. This was followed in the course of the year by an order from Antenne Bayern for the continued FM feed and investment in new infrastructure, a contract extension with WDR for the broadcasting of Bundesliga 1 and 2 matches from its 36 stadiums, and eight contracts from the MDR for the construction and distribution of a broadband network between six production sites. In addition, Media Broadcast has continued and now largely completed the expansion of the transmitter network for the first national digital radio multiplex at dozens of German locations over the past few years.

Our subsidiary is thus continuing its outstanding work as an infrastructure service provider in the high-tech sector and is making itself irreplaceable in certain areas. Our second TV product, Media Broadcast, freenet TV, which can be received via antenna, continues to form a solid basis for the profitability of the TV and media segment. This is despite declining user figures, which were and are generally to be expected, given the developments in TV consumption described above. With the Hybrid Stick launch in the Q1 of 2024, you can see this also in the entrance hall. We are combining the two technologies from freenet. This is freenet TV and waipu.tv in a joint technical solution for the customer. Media Broadcast is also 50% owner of Antenne Deutschland GmbH in Munich, which operates six successful nationwide radio stations under the Absolut brand.

Antenne Deutschland currently reaches around 400,000 listeners per hour on average and is the fastest-growing radio company in the DAB environment in Germany. So if I may summarize, ladies, freenet has a very attractive portfolio of offerings, ladies and gentlemen, and stable, high-yield mobile communications on the one hand, and the fast-growing IPTV business on the other, supported by equally high-yield traditional television via antenna and the infrastructure business of Media Broadcast. We are also successful in other areas. We sell more than 100,000 electricity contracts per year, equip schools and institutions with Wi-Fi, and serve several million customers with email and information services, and have tens of thousands of people as customers in our shops every day. However, an efficient portfolio requires more than just new investments with the launch of attractive products and initiatives.

Consequences must be also drawn if parts of the portfolio cause serious problems or even losses. [Foreign language] Sorry. We owe this to you as freenet shareholders if things change. And this brings me also to a topic that recently caused a stir in the industry. In March, we had to announce the end of our subsidiary, GRAVIS, one of Germany's last largest Apple retailers. Unfortunately, we have to close the 37 stores in this year. And the background to this was reported in the press. The clearest insight was provided by the then GRAVIS founder, Archibald Horlitz, who has not been with the company since 2013.

He places the main blame for the development on Apple, and I quote: "Obviously, they believe that independent retailers are no longer needed, and Gravis and a few other specialist retailers have been at an extreme disadvantage for years when it comes to the supply of new Apple products and, in addition, on the ongoing non-delivery of or poor delivery of products, especially at market launch, the margins are comparatively poor." So I don't have anything to add, but Apple has clearly decided in recent years that specialist retailers have no place in Apple's sales structures in the years. And in any case, we at freenet have made great efforts in recent years and quarters to enable Gravis survivors.

I've personally held intensive talks to try to ensure the survival of GRAVIS, firstly with Apple, to negotiate better sales conditions and margins, and at the same time with competitors, competitor retail chains, in order to organize possible cooperations or takeovers and thus secure the jobs of the employees concerned. Ultimately, however, all successful efforts were unsuccessful. Our subsidiary's losses have increased in recent quarters. This was no longer acceptable in our interest. Yeah, ladies and gentlemen, the financial market obviously sees it in the same way. Shortly after the announcement of GRAVIS' demise, the freenet share reached a new 52-week high, and we are currently in talks with the GRAVIS workforce and their representatives in order to organize the departure of around 400 full-time positions from the group in the most socially responsible way possible.

And after all, the care and social security of employees is a natural part of our corporate culture. In dieser Unternehmenskultur, just like our flat hierarchies with open doors, encouragement and challenge, continuous learning and room for maneuver, with responsibilities and creative freedom for each individual employee. And that brings me to the third and final part of my presentation, ladies and gentlemen, our special corporate culture. Es ist Unternehmenskultur. The fact that this is not just an empty slogan, but is actually lived, may be demonstrated by a current project last year. I briefly touched on the repositioning and rebranding of our previous main brand, Mobilcom-Debitel, to freenet earlier. We did not make this decision top-down, not from the management then, but in other words, it was...

Said our employees were involved first and foremost in order to create the basis for the repositioning. We wanted to have clear differentiators from the competitors. The end of this complex, multi-stage process was very successful and impressive all round, as I mentioned earlier. However, we don't just demand such commitment from our employees, we also encourage them to show encouraging growth in this area as well. If all qualification and training measures in the group are combined, we totaled over 45,000 hours in the past financial year. This equates to almost 13 hours per employee after 10 hours in 2022. This figure shows the significance and also the need for further training and lifelong learning, which we offer and demand also, and also support in our company.

We honor the success which we achieved together, as in the previous year, we increased the minimum wage at freenet in 2023. It now amounts to over 14 EUR per hour, and this puts us 50% above the statutory minimum wage, and the minimum income at freenet will rise to at least 30,000 EUR per year. In July last year, we also paid all employees an inflation compensation bonus, and all employees participate in the company's success through variable salaries and bonuses, as do you as shareholders through the dividend. Thanks to our HR policy, we once again earned new awards last year. These include the e-learning award.

So this refers to the learning hours, learning management category, and also the best place to work by the German Innovation Institute for Sustainability and Digitalization, and then Top Career Opportunities by Service Value GmbH. However, with focus on. However, we received the greatest honor last year from our employees themselves. In their survey, in three waves, general satisfaction with our company was two-thirds, and this is a very good result as a benchmark. Over 80% of the employees surveyed would recommend their line manager and the company as an employer to others. I would like to take this opportunity to thank you, dear colleagues, for this vote of confidence. Even more so for your invaluable daily commitment, which makes this possible.

So, ladies and gentlemen, allow me to briefly address the topic of sustainability, ESG for short, within the group. At the beginning of last year, my colleague, Nicole Engenhardt-Gillé, was appointed to the management board of freenet in the newly created ESG and Human Resources Department. Among other things, she assumed overall responsibility for the further ecological and social orientation of our company. Under Nicole's aegis, an ESG strategy was formulated together with various specialist departments and its implementation anchored centrally in a new, newly created ESG management team. You can read about the specific initiatives and progress we made in the area of ESG in 2023, in the extensive sustainability section of the annual report. Mrs. Engenhardt-Gillé will, of course, also be happy to answer any detailed questions you may have personally.

She wholeheartedly embraces all matters relating to environmental and social aspects, our social responsibility as a company, and corporate governance requirements. I'm now coming to the end of my presentation, ladies and gentlemen, to a small digression from freenet AG's operating business. Because you are perhaps expecting me to make a clear statement on the economic and political situation, as seems to be becoming more and more of a duty among journalists, creative artists, and increasingly business leaders in these times. I'm a person with a deeply democratic attitude. Also convinced that social and cultural diversity is a huge asset, if I may put this way. As already mentioned, our workforce at freenet consisted of more than 50 nationalities at the end of December last year. With their respective cultural background, they make a significant contribution to our joint success and the fact that we enjoy our work.

Incidentally, there were no reported cases of discrimination in the entire group in the past financial year, as also in the previous year. I take co-determination and democracy in the company and the country seriously, and anyone who takes democracy seriously and does not see it, as a mere empty formula, must accept the people are always right. It is at the heart of democracy that people's voices count, and that the existence of diverse worldviews and the resulting political agendas must be respected, and that they must assert themselves in purely substantive, disputes. I'm convinced that moral marginalization, discrimination, and punishment of political opinions, trends, and feelings of population groups should not be among the instruments of a vibrant democratic culture.

I'm saying this here today at our AGM because I have been asked by both employees and other stakeholders in recent years to take a stand in the political debate. I would like to emphasize that I'm doing this here today as a person, for myself, and not for the entire company. But I am convinced that we are in agreement in the company. Finally, I would like to say a big thank you. Firstly, once again, to all our colleagues for our great work together in the last year. Then to our customers and business partners for their continued trust in our products and services. I would also like to thank you, dear shareholders, for your trust in the management team of freenet AG. And last but not least, I would like to thank-...

All those attending today's AGM for their valued attention, and would like to pass the word now to Ingo Arnold.

Ingo Arnold
CFO, freenet AG

[Foreign language] , Christoph. Thank you very much, Christoph. Dear shareholders, welcome to our Annual General Meeting today at the CCH also from my side. In addition to Christoph Vilanek's comments, I would also like to present the key financial developments in the 2023 financial year. As Christoph already mentioned, we not only once again achieved all targets we set at the beginning of 2023 with regard to the key financial indicators, but we also met our EBITDA guidance, which we adjusted upwards during the year. In short, the 2023 financial year was a complete success. We generated EBITDA of EUR 500 million for the first time, gained almost 400,000 net new customers at waipu.tv, and measured in terms of total shareholder return, achieved an increase in value to our shareholders of 32%.

These figures emphasize that freenet is able to defend its good practices and a good position on the mobile communications market, and at the same time, has successfully established itself on the TV market. It also, it's also clear that our investors honor our performance in the same way. As a result, we can once again propose the payment of a record dividend of EUR 1.77 per share for the past financial year. I would like to explain in detail below how this success is expressed in figures. In the 2023 financial year, group sales increased by 2.8% year-on-year to EUR 2.63 billion.

The moderate increase in sales in the mobile communication segment by 1.4% to EUR 2.28 billion is mainly due to the year-on-year increase in service revenue with mobile customers, which consequently improved the profitability of sales in the mobile communication segment. At the same time, sales revenues with pure hardware, which result in particular from the GRAVIS business, decreased. In the TV and media segments, revenues increased by 10.2% over the past year to EUR 345.4 million, which is mainly due to the strong net new customer growth at waipu.tv. Meanwhile, Media Broadcast revenues remained at the previous year's levels. Overall, we were able to fulfill our forecast of stable group sales.

The EBITDA in the past financial year was at EUR 500.2 million, and thus it was well above the previous year's level of EUR 478.7 million, and reached, in the first time in Freenet's history, the half billion euro mark. EBITDA is therefore right at the middle of our forecast range of EUR 495 million-EUR 505 million, which was raised during the year. Both operating segments, and this is an encouraging fact, contributed to this result. EBITDA in the core business of mobile communications arose by 3.7% to EUR 417.4 million. Our growth segment, TV and media, increased and rose to EUR 110.2 million by 4.5%, and now contributes over 20% to group EBITDA.

The strong customer growth at waipu.tv and the consistent expansion of the infrastructure business at Media Broadcast, mentioned by Christoph, are the main reasons for this. The lower EBITDA growth in the TV and media segments in relation to revenue is due to the extensive investments in waipu.tv's brand awareness, in order to benefit as much as possible from the abolition of the ancillary cost privilege in mid-2024. As soon as the phase of these extensive brand investments is completed, this should result in rising segment EBITDA. Our core business in mobile communications is growing steadily, and even if just lightly, while developments in the TV and media segments continue to show a strong growth trend. The strength of our operating business is also reflected in an increase in free cash flow.

In the past financial year, we generated a free cash flow of EUR 262.6 million, thus fulfilling our guidance, which was specified to a range of EUR 260 million-EUR 270 million during the financial year. Compared to the EUR 249.2 million achieved in the previous year, this represents an increase in free cash flow of EUR 13.3 million or 5.3%. In order to assess the consolidated result, the effects in connection with the realignment of our brand strategy, decided in the previous year, must still be taken into account. As part of our brand transformation, the Mobilcom-Debitel brand, used since 2009, has been gradually replaced by the freenet brand since the beginning of the 2022 financial year.

As a result of this implementation, the brand reported in our balance sheet as an intangible asset was fully amortized by 13th June 2023. This resulted in additional amortization of EUR 98.5 million and additional deferred tax income of EUR 14.3 million for the 2023 financial year. The consolidated net profit of EUR 156.3 million, reported for the 2023 financial year, must be adjusted for these two effects in order to ensure comparability with the previous year. This results in adjusted consolidated net income of EUR 240.5 million, which is slightly below the group result of the previous year. This decline is mainly due to higher deferred tax expenses, which, however, are not cash effective, and they will not become so.

I would now like to take a look at the key balance sheet figures for the 2023 financial year. The total assets of the end of 2023 amounted to EUR 3.421 billion, a significant decrease of EUR 213.9 million compared to the previous year reporting date. This is due to various effects, really, which I would like to explain below. On the asset side, intangible assets decreased by EUR 125.1 million, mainly due to the aforementioned amortization of the Mobilcom-Debitel trademark right until mid-2023, and the scheduled amortization of the exclusive distribution right with Media-Saturn Deutschland GmbH. In addition, leased assets decreased by EUR 56.9 million due to scheduled amortization and revaluations.

The decrease in inventories by EUR 27.3 million is due, in particular, to an improved working capital management. The reduction in cash and cash equivalents by EUR 18.2 million to EUR 159.8 million, resulted primarily from the dividend payment of EUR 199.7 million made in May 2023. The scheduled repayment of two promissory notes, loan tranches totaling EUR 113.5 million, and the raising of a promissory note loan tranche totaling EUR 35.0 million, while free cash flow of EUR 262.6 million was generated. On the liability side, equity fell by EUR 32.4 million to EUR 1.44 billion, with an unadjusted consolidated profit of EUR 156.3 million.

This reduction is primarily due to the dividend paid, totaling EUR 199.7 million. The equity ratio increased from 40.5% to 42.1% at the end of 2023, thus remaining well above the lower limit of 25.0% that we had set. Alongside equity, financial liabilities remained the largest item on the liability side and were reduced by EUR 78.7 million to EUR 430.8 million as a result of the aforementioned net redemption of promissory note loans. Ladies and gentlemen, following significant debt reduction carried out in previous years, our company is in a more than healthy financial position, thanks to the good operating result for the 2023 financial year and also the further loan repayments.

The leverage factor as the ratio of net financial debts to EBITDA, generated in the last 12 months, corresponds to 1.2 times EBITDA at the end of the 2023 financial year, and was therefore further reduced compared to the previous year's figure of 1.5. The leverage factor is still well below the upper limit we have defined of 3.0 times EBITDA. Dear shareholders, the past stock market year 2023 contributed to be characterized by the prevailing geopolitical and economic crises. Despite this challenging environment, the freenet share achieved a total shareholder return, that is the sum of the change in share price and the dividend payout of 32.0%. Our company thus significantly outperformed our benchmark indices, MDAX and TecDAX, which were +8% and +14% respectively.

For the past financial year, we remained a reliable partner for you, and we'll continue the dividend continuity of previous years. Consequently, we continue to promise you a payout ratio of 80% of free cash flow. This is also the basis for today's proposal to the annual general meeting to approve a dividend of EUR 1.77 per share for the past 2023 financial year. This means that we can once again offer you a very attractive dividend yield of 7% compared to the market based on the closing price of the freenet share on 31st December 2023. Before I come to the business outlook for 2024, I would now like to say a few words about sustainability, particularly with regard to reporting.

Christoph already mentioned that Nicole joined the freenet AG Executive Board team at the beginning of 2023, with a special focus on HR and sustainability. This is also right and important in the light of the fact that companies are increasingly being held accountable for their performance in this area, and not just by the capital market. On the other hand, the requirements for the sustainability report are also increasing. Similar to financial reporting, a high degree of transparency, reliability, and comparability of information is expected here. As external pressure and previous regulations have clearly not triggered the desired harmonization mechanism between companies to achieve this, new rules have applied to capital market-oriented companies in the EU since the beginning of this year.

The European Sustainability Reporting Standards, or in short, ESRS, now form the basis for sustainability reporting for all companies concerned and come with a wealth of disclosure requirements. Together with the new sustainability standards, the integration of the sustainability report into the group management report will become mandatory, as will the limited assurance engagement. The latter is nothing new for us. We decided early on in 2017 to take this path in order to send a signal to the outside world that we take reporting seriously and see it as part of our accountability to you, our shareholders. In recent months, we have already addressed a number of issues in this context. For example, we have carried out the double materiality analysis required by ESRS, with the participation of relevant stakeholders to identify the material sustainability issues that freenet AG is required to report on.

On the one hand, it was necessary to assess the impact of our business activities on society and the environment, and on the other hand, the financial opportunities and risks for freenet AG arising from the topic of sustainability. In addition, we have started to go through the required reporting content, with the specialist departments and develop the content, complete our carbon footprint, particularly with regard to the value creation activities upstream and downstream of our business, carry out a climate risk analysis, and compare our existing ESG indicators over the new requirements and adjust them where necessary. The latter is particularly necessary in order to provide those responsible with a suitable tool that enables them to manage the issues and pursue the goals we have set ourselves. Last but not least, I'm of course, also particularly interested in information needed of our investors.

We therefore actively address the topic of sustainability in our investor meetings, and a few weeks ago, we even had the first pure ESG meeting at a capital market conference. As you can see, a lot is already happening at freenet in terms of sustainability reporting, but this is certainly only just the beginning of a long journey. After this perhaps somewhat lengthy digression, let me now turn back to the financial perspective and present the forecast for the 2024 financial year. We have declared 2024 as a year of transition. We intend to position ourselves even better for the future. As Christoph already reported, we want to invest massively in the waipu.tv brand in order to fully benefit from the momentum of the abolition of the service charge privilege.

As a result of the brand investments, EBITDA and free cash flow growth will be rather muted in 2024, in order to then benefit from customer growth in the IPTV sector in the years thereafter. The entire management board has made a conscious decision to forgo earnings growth in the short term in favor of accelerated medium-term customer growth. Beyond this, we will continue to drive forward the further development of our products, services, and partnerships. Quality, service, and strategic partnerships will continue to serve to increase our valuable customer base, which forms the basis for the fulfillment of our financial goals. Thus, we expect moderate growth once again for postpaid customers. For customer figures in the TV and media segment, we expect an overall increase based on a significant increase in the number of waipu.tv subscribers and a noticeable decrease in freenet TV subscribers.

On this basis, we are aiming for stable group sales in the 2024 financial year, which should lead to EBITDA in the range of EUR 495 million-EUR 515 million. We also expect a free cash flow of between EUR 260 million and EUR 280 million. Irrespective of these rather cautious growth expectations for 2024, we are sticking to our ambition of achieving EBITDA of at least EUR 520 million by the end of 2025. Our financial payout also remains unaffected, meaning that our shareholders can expect a stable dividend trend in this year of transition. I will hand this back to the chairman of the supervisory board, Marc Tüngler.

Marc Tüngler
Chairman of the Supervisory Board, freenet AG

Thank you very much, dear Christoph and Ingo. Ladies and gentlemen, I hope that you listened very carefully, especially the last three sentences were important for your pocket, because you maybe have learned what will happen this and next year. I would like to say two sentences, and I said already, thank you very much for your explanations. You have heard about the figures, and we have heard, and you have learned that EUR 500 million EBITDA, a dividend of EUR 1.767. These are extraordinary figures for the company, for you, because you are the owner of the company. What the figures don't say and don't show is the work, the effort, the commitment of the staff and also, of course, of the management board.

And I think this is very important and significant, and I talk on behalf of the colleagues that we say thank you, explicit thank you to the whole company and the board, and you can see that the journey is continuing. So thank you very much. Ladies and gentlemen, this, we are shortly now approaching the debates and. But I would like to now report of the supervisory board, because we did also something in the last year and should know this. But as you may know, I'm also a member of the Governance Commission on the German Corporate Governance Code in another capacity. And in the commission, we recently took a close look at the role of the annual general meeting as a forum for discussion between you, shareholders, shareholders, and the company management.

The commission would like to encourage shareholders and management boards and supervisory boards to work towards a lively discussion and a more efficient organization of the AGM. We do this. This is also culture at freenet. And I would like to start this now and just present the report of the supervisory boards, which you, ladies and gentlemen, will find also in detail in the annual report, and therefore, I'd like to refer you to the written report. That instead, I will concentrate on a few key aspects of our activities. Firstly, I would like to follow on from the comments made by the management board on the topic of sustainability, as we are following this topic with great interest on the supervisory board, and it's also becoming increasingly reporting in our report.

Although we do not have set out a supervisory board committee especially for this topic, but we have dealt with the sustainability issues in the plenary sessions. In addition, the audit committee dealt also with issues relating to sustainability reporting. Kerstin Lopatta and Claudia Anderleit, we have two experts on the supervisory board who deal with ESG issues on an ongoing basis in their professional practice and who we have therefore appointed as the supervisory board sustainability officers. We have close working relationships with our management member, Nicole Engenhardt-Gillé. In particular, Mrs. Engenhardt-Gillé has reported to us on the status of the implementation of the ESG strategy in the supervisory board and discussed aspects with us. This topic, therefore, is very important to supervisory board.

I would like to take this opportunity to point out that we naturally also had intensive discussions with other members of the executive board about current issues in the areas of responsibility, and one of the main topics on our agenda is the appointment of a new auditor. As a listed company, we generally have to change our auditors regularly after ten years, and after ten years with PricewaterhouseCoopers as auditors, this is now necessary. Such a change of auditors requires a process for selecting a new auditor that is precisely regulated by law. The company has gone through the selection process over the past two years. The supervisory board, primarily in the form of the audit committee, has been closely involved in this process, together with the CFO and the managers at working level, and has accompanied and helped shape the selection process in detail.

Christoph Vilanek
CEO, freenet AG

It forms the basis for today's proposal, for the appointment-

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