REMUNERATION REPORT 2023
The remunerat ion report of alst ria of f ice REIT-AG (alst r ia or Company) f or f inancial year 2023 explains t he main element s of t he remunerat ion of t he Company' s Management Board and Supervisory Board members. It describes t he amount and st ruct ure of t he remunerat ion. The Management Board and t he Supervisory Board have j oint ly creat ed t his remunerat ion report and ensured t hat it corresponds wit h t he legal requirement s of sect ion 162 German St ock Corporat ion Act (AktG). The remunerat ion report was audit ed by Deloit t e GmbH Wirt schaf t sprüf ungsgesellschaf t in accordance wit h t he requirement s of sect ion 162 paragraph 3 Akt G.
The audit not e f or t his remunerat ion report (ht t ps: / / www. alst ria. com/ audit-report-remuneration-
report-2023), | t he | current | remunerat ion | syst ems | f or | t he | Management | Board |
(ht t ps: / / alst ria. com/ remuneration-system-management-board-2022) | and | t he | Supervisory | Board | ||||
(ht t ps: / / alst ria. com/ remuneration-system-supervisory-board-2023) | as well as | t his remunerat ion |
report (ht t ps: / / alst ria. com/ remuneration-report-2023.pdf) are published on t he Company' s websit e.
The remunerat ion of t he Management Board f or t he f inancial year 2023 was based on t he remunerat ion syst em 2022, which was put t o vot e at t he annual general meet ing of shareholders on June 10, 2022 and approved by 99. 6 % of vot es cast (Management Board Remuneration System 2022 ). The remunerat ion report 2022 was approved by 99. 9 % of vot es cast and t he revised remunerat ion syst em f or our Supervisory Board (Supervisory Board Remuneration System 2023 ) was approved by 99. 9% of t he vot es cast by our annual general meet ing of shareholders on May 4, 2023. Given t he high approval, we do not see reason f or changes t o t he remunerat ion report and remunerat ion syst ems. We will cont inue t he high level of disclosure already est ablished in t he remunerat ion report s 2021 and 2022.
1 . VIEW ON THE FINANCIAL YEAR 2023
The relevant remunerat ion KPIs were inf luenced in 2023 mainly by t he f ollowing ef f ect s:
- German economy st agnat ed in 2023 (GDP -0. 3%)
- Annual inf lat ion rat e (CPI) f or 2023 was 5. 9%
- Dif f icult , but st able let t ing market s
• Sharp rise in int erest rat es brought t ransact ion market t o a st andst ill
- Cont inuous invest ment in t he exist ing port f olio
- Revenues and FFO per share above plan in 2023
- Downsizing of supervisory board f rom 6 t o 4 members and implement at ion of new Supervisory Board Remunerat ion Syst em 2023
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Wit h a decline in GDP of -0. 3%, t he German economy st agnat ed in 2023. This was due on t he one hand t o t he considerable loss of purchasing power among consumers as a result of t he massive rise in energy and f ood prices, and on t he ot her hand t o t he weak global economic development as a result of t he ongoing geopolit ical crises. The rise in int erest rat es as a result of monet ary policy t ight ening also cont ribut ed t o t he weak economic development . The average annual inf lat ion rat e (CPI) was 5. 9%in 2023. Despit e t he weak commercial leasing market , alst ria' s let t ing perf ormance was st able compared t o t he prior year, wit h 106, 800 sqm in t erms of new l et t ings, lease renewals and opt ion drawings.
The weak economic development and t he sharp rise in int erest rat es led t o a virt ual st andst ill in t he commercial t ransact ion market and put real est at e prices under pressure. The valuat ion of alst ria' s real est at e port f olio by Savills Advisory Services Germany GmbH & Co. KG result ed in a writ e-down of EUR 769. 5 million t o a t ot al valuat ion of EUR 4. 0 billion (previous year: writ e-down of EUR 173. 8 million) as per December 31, 2023. The new port f olio value represent s an average value of EUR 2, 860 per sqm and a yield of 5. 0 %f or t he port f olio, based on t he rat io of cont ract ual rent t o market value.
In 2023, alst ria invest ed a t ot al of EUR 129 million in t he exist ing port f olio. Half of t his sum (EUR 65 million) was spent on development invest ment s, which signif icant ly improved t he qualit y of t he space in order t o achieve higher rent s f or new leases. The current development port f olio comprises 20 proj ect s wit h a t ot al let t able area of 154, 300 sqm.
The revenue and FFO f orecast published by alst ria at t he beginning of 2023 was exceeded in t he f inancial year 2023. The Group's revenues amount ed t o EUR k 192, 026 (f orecast : EUR 189 million) and FFO af t er minorit ies reached EUR k 87, 972 in t he report ing year (f orecast : EUR 79 million, adj ust ed t o EUR 84 million in Oct ober 2023). This t ranslat es int o FFO per share of EUR 0. 49 (f orecast : EUR 0. 44).
The f inancial year 2023 was also st ill charact erized by t he changes result ing f rom t he t akeover of more t han 95 % of t he shares in alst ria by Brookf ield (Takeover ) which occurred in January 2022. These changes af f ect ed t he composit ion of t he Supervisory Board, in which alst ria' s maj or shareholder Brookf ield is now represent ed t hrough Brad Hyler, Jan Sucharda and Richard Powers. In f inancial year 2023, t he size of t he supervisory board had been reduced f rom six t o f our members and t he number of permanent commit t ees has been reduced f rom t wo t o one, being t he audit commit t ee. In t his cont ext , t he Company implement ed t he new Supervisory Board Remunerat ion Syst em 2023.
In f inancial year 2022, t he Management Board Remunerat ion Syst em 2022 had been implement ed t o allow f or a cont inued pay-for-perf ormance connect ion. Af t er t he Takeover, alst ria's share price had become severely rest rict ed by t he high level of t he shareholding of alst ria's maj or shareholder and t he relat ively low number of ot her shareholders. The new long-t erm incent ive (LTI) under t he Management Board Remunerat ion Syst em 2022 also ensures remunerat ion alignment t hroughout t he organizat ion as it was designed t o f ollow t he st ruct ure of t he long-t erm incent ive scheme f or alst ria' s eligible employees as described below. The Management Board Remunerat ion Syst em 2022 also
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provided t o t erminat e t he LTI t ranches wit h perf ormance periods reaching beyond 2022. Theref ore, t he LTI t ranches 2019 - 2023, 2020 - 2024 and 2021 - 2025 were t erminat ed early and paid out in 2022.
2 . REMUNERATION OF THE MANAGEMENT BOARD MEMBERS
2 . 1. Remuneration Governance
The Supervisory Board is responsible f or det ermining, implement ing and reviewing t he remunerat ion of t he Management Board. The Supervisory Board discusses and reviews t he remunerat ion syst em f or t he Management Board at regular int ervals and whenever necessary and resolves on changes. The remunerat ion syst em will be submit t ed t o t he annual general meet ing of shareholders f or approval in t he event of signif icant changes, but at least every f our years.
Tot al remunerat ion of t he individual Management Board members is det ermined by t he Supervisory
Board and covers all | act ivit ies wit hin | t he | alst ria Group. Crit eria | f or t he | appropriat eness of t he | ||
remunerat ion | incl ude | t he dut ies of | t he | individual Management | Board | member, | t he personal |
perf ormance, | t he economic sit uat ion, | t he success and f ut ure prospect s of | alst ria, | as well as t he |
cust omary nat ure of t he remunerat ion, t aking int o account t he compet it ive environment and t he remunerat ion st ruct ure ot herwise applicable in alst ria.
To assess t he appropriat eness of t he t ot al remunerat ion of t he members of t he Management Board compared t o ot her companies, t he Supervisory Board regularly conduct s a remunerat ion benchmark using a suit able peer group of comparable companies, e. g. relevant compet it ors in t he Real Est at e business. When t he Supervisory Board revised t he remunerat ion syst em f or t he Management Board in f inancial years 2020/ 2021, t his peer group comprised companies of t he EPRA Germany Index (ADO Propert ies, Aroundt own, Deut sche Euroshop, Deut sche Wohnen, Grand Cit y Propert ies, Hamborner REIT, LEG Immobilien, TAG Immobilien, TLG Immobilien, Vonovia), and, in addit ion, f or t he European perspect ive, t he companies of t he EPRA Developed Europe Of f ice Index. In order t o ref lect nat ional market pract ice and company size, MDAX companies were also considered.
In order t o assess t he cust omary nat ure of remunerat ion wit hin alst ria, t he rat io of Management Board remunerat ion t o t he remunerat ion of senior management report ing direct ly t o t he Management Board and of all employees is t aken int o account . Thereby, alst ria regularly compares t he remunerat ion levels (f ixed salary, bonus, long-t erm incent ive, excluding pension and healt hcare) and reviews and publishes t he CEO pay rat io, which shows t he CEO t arget remunerat ion in rel at ion t o t he median t arget remunerat ion of all employees and managers. The t able below shows t he respect ive compensat ion as well as t he development of t he CEO pay rat io since 2021.
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CEO pay ratio
2021 | 2022 | 2023 | |||||
CEO1) | 1,267,000 € | 1,259,000 € | 1,261,000 € | ||||
Employees + | 77,412 € | 77,000 € | 77,864 € | ||||
managers2) | |||||||
16,4 : 1 | 16.4 : 1 | 16.2 : 1 |
- Calculated as the CEO target all-in compensation w ithout insurance and pension benefits in relation to the median all-in compensation of all employees and managers. The numbers differ from the published numbers in the social data part of the ESG report due to different calculation bases.
- Median target compensation of employees and managers of alstria w as considered, therefore deviating from the average compensation aw arded and due in the comparative presentation.
A lack of independence and conf lict s of int erest of members of t he Supervisory Board may prevent independent advice and supervision when det ermining t he remunerat ion of t he Management Board. The Supervisory Board considers all it s members as independent f rom t he Company and it s Management Board and it s member Rebecca Wort hingt on as also independent f rom t he cont rolling shareholder. Furt hermore, t he members of t he Supervisory Board are required by law, t he German Corporat e Governance Code in it s current version as of April 28, 2022 (GCGC) and t he int ernal rules of procedure f or t he Supervisory Board t o disclose immediat ely any conf lict s of int erest t hey may have. In such cases, t he Supervisory Board t akes appropriat e measures t o t ake account of t he conf lict of int erest . For example, t he members concerned do not part icipat e in discussions and resolut ions.
The remunerat ion in t he f inancial year 2023 is f ully in line wit h t he Management Board Remunerat ion Syst em 2022. The det ails of t he applicat ion in t he f inancial year 2023 are present ed hereaf t er.
2 . 2 . Management Board Remuneration System
Management Board remunerat ion is grant ed in line wit h t he Management Board Remunerat ion Syst em 2022, which is syst emat ically depict ed in t he diagram below.
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The main essent ial remunerat ion component s and f urt her cont ract ual provisions of t he Management
Board | Remunerat ion | Syst em | 2022 | are | described | in | more | det ail | below. |
Fixed remuneration
Annual base | • Annual base salary paid in twelve monthly installments | ||||
salary | |||||
Pension | • Monthly grants of cash for private pension purposes | ||||
allowance | |||||
Fringe | • Use of company cars and insurance premiums | ||||
benefits | |||||
Type of plan | • Target bonus | ||
Performance
Short-Term
Incentive Plan
period
• 1 year
Targets
• 100% FFO per share (0% -150%)
• Individual multiplier (0.8-1.2)
• Payout 0% - 150% of target amount
Payout
in cash
Variable remuneration
Long-Term
Incentive Plan
Type of plan | • | Long term target bonus | ||
Performance | • | 2 years | ||
period | ||||
Targets | • Budget based KPIs or projects of | |||
relevance for the Company (0-115%) | ||||
Payout | • | Payout 0% - 115% of target amount in | ||
cash | ||||
• Reduction of variable remuneration which has not been paid | ||||
Malus & Clawback | out and reclaim of variable remuneration which has been paid | |||
out in cases of compliance violations and/or incorrect | ||||
consolidated financial statements | ||||
Termination in case of | • Management Board members are considered not to be | |||
responsible for a withdrawal after a change of control for up to | ||||
change of control | ||||
12 months after a change of control | ||||
Share Ownership | • None | |||
Guidelines | ||||
Maximum | • Maximum remuneration p.a. for the CEO is EUR 2,600,000 | |||
Remuneration | and for the CFO EUR 2,100,000. | |||
• Comprehensive post-contractualnon-competition clause for a | ||||
Post-Contractual Non- | period of six months after termination of the service agreement, | |||
irrespective of the reason for termination. | ||||
Compete Obligation | ||||
• Compensation in the amount of 100% of the last annual | ||||
• base salary for the duration of the non-competition clause. |
2 . 2 . 1. Target Remuneration and Remuneration Structure
The t arget remunerat ion of t he Management Board members f or t he f inancial years 2023 and 2022, which is cont ract ually def ined as payable upon 100 % t arget achievement , and t he result ing remunerat ion st ruct ure are present ed below. The t erm of of f ice of CFO Alexander Dexne ended on December 31, 2022. The t arget remunerat ion f or t he Management Board has not been increased in t he last year, t heref ore t he st ruct ure of t he t ot al t arget compensat ion remains nearly ident ical f or t he CEO Olivier Elamine.
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The sum of t he f ixed and variable remunerat ion element s const it ut es t he t ot al t arget remunerat ion in t he event of 100 % t arget achievement by a Management Board member. The f ocus on t he long- t erm and sust ainable development of alst ria pursuant t o sect ion 87 paragraph 1 sent ence 2 Akt G is
ensured by t he higher weight ing of t he Long-Term Incent ive Plan compared t o t he Short -Term
Incent ive Plan. The share of t he Short -Term Incent ive Plan in t he variable remunerat ion amount s t o
around 33 %, whereas t he share of | t he Long-Term Incent ive Plan account s f or around 67 % of t he | ||||||||||||||||
variable remunerat ion. | |||||||||||||||||
Target remuneration | |||||||||||||||||
Olivier Elamine (CEO) | Alexander Dexne (CFO) | ||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||
in T€ | in %1) | in T€ | in T€ | in % | in T€ | ||||||||||||
Annual base salary | 500 | 37 | 500 | - | - | 400 | |||||||||||
Fringe benefits | 23 | 3 | 19 | - | - | 28 | |||||||||||
Company car | 11 | - | 9 | - | - | 19 | |||||||||||
Insurances | 12 | - | 10 | - | - | 9 | |||||||||||
Pension allowance | 88 | 6 | 88 | - | - | 73 | |||||||||||
Short-Term Incentive | 250 | 18 | 250 | - | - | 200 | |||||||||||
STI 2022 | - | - | 250 | - | - | 200 | |||||||||||
STI 2023 | 250 | - | - | - | - | - | |||||||||||
Long-Term Incentive | 500 | 37 | 500 | - | - | 400 | |||||||||||
LTI 2022-2023 | - | - | 500 | - | - | 400 | |||||||||||
LTI 2023-2024 | 500 | - | - | - | - | - | |||||||||||
Total target remuneration | 1,361 | 100 | 1,357 | - | - | 1,101 |
- Numbers commercially rounded.
2. 2 . 2. Fixed Remuneration
Annual Base Salary
The annual base salary is paid in t welve equal mont hl y inst allment s at t he end of each mont h. If t he service cont ract begins or ends during a f inancial year, t he annual base salary for t hat f inancial year is payable on a pr o r at a t empor i s basis.
Fringe Benef it s
Members of t he Management Board also receive f ringe benef it s; t hese mainly consist of insurance premiums and t he privat e use of company cars. As a remunerat ion component , t hese ancillary benef it s are t axable. In principle, all Management Board members are equally ent it led t o t hem, while t he amount of use varies depending on t heir personal sit uat ions. The f ringe benef it s are included in t he maximum remunerat ion and t heref ore capped.
Furt hermore, t he Company has t aken out a D&O insurance (Direct ors & Of f icers Liabilit y Insurance) f or t he benef it of t he members of t he Management Board wit h a deduct ible of 10 %of t he damage up t o t he amount of one and a half t imes t he annual f ixed remunerat ion of t he respect ive Management Board member.
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Pension Allowance
In addit ion, t he Company grant s t he members of t he Management Board mont hly payment s f or pension purposes in f orm of a pension allowance. These pension benef it s amount t o approximat ely 18 %of t he members' annual f ixed salaries.
2 . 2. 3. Variable Remuneration
Short -T erm Incent ive (ST I)
As a short -t erm perf ormance-based remunerat ion component , t he STI is linked t o t he development of t he quant it at ive perf ormance t arget Funds f rom Operat ions (FFO) per share. It is designed as a t arget bonus syst em. A possible STI payout amount is calculat ed as t he overall t arget achievement t imes t he individual t arget amount as indicat ed in t he respect ive service cont ract ; it is capped at 150 % of t he individual t arget amount (cap) and is paid out in cash. In addit ion t o t he perf ormance t arget , an individual mult iplier ranging bet ween 0. 8 t o 1. 2 is applied t o det ermine t he f inal payout .
The STI f unct ions as f ollows:
Short-Term Incentive (target bonus system)
One-year performance period | |||||
Target achievement | Payout in € | ||||
(Cap at 150 %) | Individual | ||||
TargetZi lbonusamount | (Cap 150% of | ||||
x | x | Multiplier | = | ||
in € | target | ||||
(0.8 - 1.2) | |||||
FFO* per share | amount) | ||||
(weight: 100%) |
* Funds From Operations.
Perf ormance t ar get
The STI perf ormance t arget is t he Funds From Operat ions per share. FFO are a key met ric of alst ria' s st rat egy since t hey def ine t he cash f low f rom operat ions. FFO per share is a non-GAAP met ric which is f requent ly used f or real est at e companies in lieu of earnings per share. alst ria annually publishes it s FFO and FFO per share as well as a det ailed reconciliat ion wit h it s IFRS account s.
The impact t hat acquisit ions or disposals and changes t o alst ria' s share capit al have on t he FFO per share f or a f inancial year, will be disregarded by t he Supervisory Board t o guarant ee a f air and well - balanced incent ive.
The payout amount of t he STI depends on t he degree of t arget achievement f or t he FFO per share. The rat io of t he FFO per share act ually achieved during t he f inancial year is measured against t he budget ed FFO per share. Target achievement can range bet ween 0 %and 150 %. For a payout t o occur, at least 70 %of t he perf ormance t arget value must be achieved (t hreshold). If t he act ually achieved FFO per share is equal t o t he budget ed FFO per share t he t arget achievement will be 100 %.
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A maximum of 130 % of t he perf ormance t arget value can be achieved (cap) and result s in a t arget achievement of 150 %.
The values of FFO per share set f or t he f inancial year 2023 as well as t he act ually achieved value and t he result ing overall t arget achievement are shown in t he f ollowing t able:
STI 2023 | FFO per share 1) |
Threshold
Target value
Maximum
Actual value 2)
Target achievement 2)
- €
- €
- €
-
€
119%
- Before minorities.
- Unaudited numbers at the time of the preparation of this report.
Mult iplier
The preliminary payout | value achieved is t hen mult iplied wit h | an individual mult iplier | ranging | |
bet ween 0. 8 and 1. 2. | This enables t he | Supervisory Board t o | t ake int o account t he | personal |
perf ormance of t he individual Management | Board member and it s responsibilit ies wit hing alst ria in | |||
addit ion t o t he achievement of f inancial | perf ormance. When | det ermining t he mult iplier, t he |
Supervisory Board will t ake int o account ext raordinary event s or development s as well as unexpect ed signif icant f luct uat ion in f inancial measures.
The perf ormance t arget (FFO per share) f or t he STI 2023 has been overachieved. The Supervisory Board has set t he individual modif ier f or t he f inancial year 2023 on 1. 0 f or Olivier Elamine. Wit h t his mult iplier, t he Supervisor Board recognizes t he good perf ormance in t he report ing year in challenging market condit ions.
The t arget achievement of t he individual perf ormance crit erium as well as t he result ing overall t arget achievement af t er applicat ion of t he individual modif ier is shown in t ot al below:
STI 2023 | |||||||
Target achievement | Multiplier | Total target | Target amount | Payout | |||
FFO per share | achievement | STI 2023 (in T€) | STI 2023 (in T€) | ||||
Olivier Elamine | 119% | 1.0 | 119% | 250 | 296 | ||
Long-T erm Incent ive (LT I)
The Long Term Incent ive Plan is const ruct ed as an incent ive scheme t o reward general perf ormance and overall achievement of alst ria and is issued in annual t ranches wit h a perf ormance period of t wo years. The Supervisory Board set s at least 4 Key Perf ormance Indicat ors (KPI), t he achievement of which during t he perf ormance period will det ermine t he f inal payout amount of t he LTI. LTI KPIs correspond t o eit her an explicit quant if iable t arget in t he mult i-year business plan or t he achievement of a proj ect of relevance wit hin t he respect ive perf ormance period.
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The f ollowing pict ure shows how t he LTI f unct ions:
Af t er t he end of t he perf ormance period, t he perf ormance achieved f or each LTI KPI is det ermined by dividing t he act ually achieved KPIs by t he KPI t arget value. The result ing perf ormance achievement of each KPI is t hen mult iplied wit h a f act or in accordance wit h t he f ollowing rule:
If t he perf ormance achievement is lower t han 90 %, t he f act or is zero.
- If t he perf ormance achievement lies bet ween 90 % and 110 %, t hen t he f act or increases linearly bet ween 0. 85 and 1. 15
- If t he perf ormance achievement is higher t han 110 %, t he f act or is 1. 15.
The respect ive t arget | achievement s result ing f rom t he mult iplicat ion of perf ormance achievement | ||
and f act or are t hen | mult iplied | wit h t he respect ive weight ing of | t he KPI t o det ermine each KPI |
cont ribut ion t o t he f inal payout | amount of t he respect ive t ranche. | The f inal payout amount is t he |
sum of each individual LTI KPI cont ribut ion mult iplied wit h t he t arget value of each LTI grant ed.
The LTI will be paid out no lat er t han in t he mont h f ollowing t he adopt ion of t he f inancial st at ement s of t he perf ormance period and is capped at 115 % of t he individually grant ed t arget amount . The payment is made pr o r at a t empor i s, t aking int o account t he number of act ive mont hs of t he respect ive Management Board member in t he perf ormance period.
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LT I 2022 - 2023 and LT I 2023 - 2024
For t he periods 2022-2023 and 2023-2024, t he LTI KPIs are def ined as f ollows:
The t arget values f or t he KTI 2022 - 2023 and f or t he LTI 2023 - 2024 are report ed in t he t able displaying t arget remunerat ion.
The LTI 2022 - 2023 assesses perf ormance in f inancial years 2022 and 2023. The f ollowing t able provides an overview of t he t arget achievement result ing f or t he LTI 2022 - 2023, which will be paid out in early 2024:
LTI Tranche 2022 - 2023 | ||||
KPI target achievement | KPI multiplier | KPI contribution | ||
Total annualized rental income of new leases | ||||
Income management | signed, leases renewed or options taken by | 0.9119 | 0.8678 | 0.2170 |
tenants over the period | ||||
Capital recycling | Value of assets to be sold over the period | 0.1910 | 0.0000 | 0.0000 |
Capital structure | Value of debt to be financed over the period | 1.1000 (capped) | 1.1500 | 0.2875 |
Capital growth | number of development projects to be | 1.0530 | 1.0795 | 0.2699 |
delivered (at a given cost) during the period | ||||
Overall target achievement | 0.7744 | |||
LTI target value (in T€) | Presence factor | LTI vesting value (in T€) | ||
Olivier Elamine | 500 | 1 | 387.200 | |
Alexander Dexne | 400 | 0.5 | 154.880 |
LT I 2018 - 2022 and t erminat ed Long-T er m Incent ive T ranches
As t he LTI 2018 - 2022 was paid out in t he f inancial year 2022, it s f unct ioning and t he det erminat ion of t he t arget achievement are explained in t he f ollowing. The perf ormance period of t he LTI 2018 - 2022 ended regularly on March 4, 2022.
Given t he Takeover by Brookf ield, alst ria' s share price perf ormance was no longer conclusive, leaving t he calculat ion of t he remaining LTI plans, which were grant ed bef ore t he f inancial year 2022 and t he regular perf ormance periods of which had not yet come t o an end (i. e. LTI 2019- 2023, LTI 2020 - 2024, LTI 2021 - 2025, t oget her t he " Terminated LTI Tranches" ), wit hout f unct ioning. Against t his background t he int roduct ion of t he new Management Board Remunerat ion Syst em 2022 also provided
t hat t he perf ormance periods of t hose Terminat ed LTI Tranches were ended early. 10
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Alstria Office REIT-AG published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 13:36:16 UTC.