ANNUAL GENERAL MEETING - … · ANNUAL GENERAL MEETING ... substitution in relation to resolutions...

18
1 ANNUAL GENERAL MEETING Brødrene Hartmann A/S 9 April 2013

Transcript of ANNUAL GENERAL MEETING - … · ANNUAL GENERAL MEETING ... substitution in relation to resolutions...

1

ANNUAL GENERAL MEETING

Brødrene Hartmann A/S

9 April 2013

2

AGENDA

1. Report from the Board of Directors on the company’s activities in the past financial year

2. Presentation of the audited annual report for approval

3. Resolution on the discharge from liability of members of the Board of Directors and the

Executive Board

4. Resolution on the distribution of profits or the cover of losses in accordance with the approved

annual report

5. Election of members to the Board of Directors

6. Approval of compensation to the Board of Directors for FY2013

7. Election of auditor

8. Proposal from the Board of Directors for the granting of authority to acquire own shares

9. Proposal from the Board of Directors to grant the Chairman of the meeting a right of

substitution in relation to resolutions passed at the general meeting so as to allow their

registration with the Danish Business Authority

10. Any other business

3

ITEM 1: REPORT FROM THE BOARD OF DIRECTORS 2012

• Highlights

• Developments in 2012

• Outlook

• Questions

4

OUTLOOK 2013 Revenue of DKK 1.5-1.6 billion Profit margin of 7.5-9.5%

STRATEGY Continued optimization Intensified customer focus Expansion in North America

FINANCIALS Revenue growth and solid cash flow Profitability challenged in Europe Strong performance in North America

HIGHLIGHTS

A good platform

References to operating profit in this presentation refer to operating profit before special items, and references to profit margin refer to profit margin before special items, unless otherwise stated.

OPERATIONS Complexity reduction in Europe New products and services

5

Streamlined production Reduction of complexity in Europe Long-term effect on profitability

SELECTED STRATEGIC INITIATIVES

Building a stronger platform for growth

Ensure sustainable and profitable long-term growth

Launch of imagic2® in late 2012 CO2 neutral and FSC certified products Expansion in North America

6

MARKET UPDATE

MARKET TRENDS Stable demand for eggs Retail chains in new markets Focus on health and nutrition Emphasis on sustainability

1.277

267

Revenue 2012 (DKKm)

Europe (83%)

North America (17%)

+24% 0%

EUROPE Price adjustments in a few mature markets Lower capacity utilisation Investment in strengthening of organisation

NORTH AMERICA Increased sales and proportion of premium products High capacity utilisation Raw material prices and utilisation

Profit margin: 20.8% (9.3%) Profit margin: 6.5% (10.4%)

7

-50

0

50

100

150

Q1'08

Q1'09

Q1'10

Q1'11

Q1'12

Operating profit, 12 month rolling Cash flows, 12 month rolling

SELECTED FINANCIALS 2012

DKKm 2012 2011 Change(%)

Revenue 1,544 1,488 4

Operating profit 114 124 (7)

Profit 93 76 21

Cash flows (operating and investing activities) 96 120 (20)

Invested capital 655 652 0

Profit margin, % 7.4 8.3 -

ROIC, % 17.5 17.8 -

DKKm

Stable development at group level

Positive long-term trend

8

OUTLOOK 2013

Steady development expected in 2013

Realised 2012

Guidance 2013

Targets 2015

Revenue DKK 1,544m DKK 1.5-1.6bn DKK 1.7-1.8bn

Profit margin before special items 7.4% 7.5-9.5% 8-11%

• Expectations for continued growth and increased profitability based on:

− Efficiency enhancements

− Focus on customers

− Increased proportion of premium products

• Planned closure of Varkaus factory expected to lead to special items of around

DKK 30-40m, while improving profitability and not affecting group revenue

9

ITEMS 2-4: ANNUAL REPORT, DISCHARGE AND DIVIDENDS

2. Presentation of the audited annual report for

approval

3. Resolution on the discharge from liability of

members of the Board of Directors and the

Executive Board

4. Resolution on the distribution of profits or the

cover of losses in accordance with the approved

annual report

− Profit for the year 2012: DKK 93 million (2011: DKK 76 million)

− Recommendation for dividends for the financial year 2012: DKK 9.50 per share (2011: DKK 9.25 per share)

− Share of profit distributed: 72% (2011: 85%)

10

QUESTIONS

11

ITEMS 1-4

• Approval of items 1-4

12

ITEM 5: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

• The Board of Directors proposes that the following shareholder-

elected members be re-elected:

− Agnete Raaschou-Nielsen

− Jørn Mørkeberg Nielsen

− Niels Hermansen

− Walther Vishof Paulsen

• Peter-Ulrik Plesner does not wish to be re-elected

• Employee-elected members are elected for four years:

− Jan Peter Antonisen

− Niels Christian Petersen

• The Board of Directors suggests election of Steen Parsholt as new

member:

− Professional board member

− Former Nordic Manager of Aon, CEO of Atradius and management positions at Citibank

− Special competencies within international management, finance and controlling

− MSc., CBS, and management programme, INSEAD

13

ITEM 6: APPROVAL OF COMPENSATION 2013

• Approval of the 2013 compensation of the Board of

Directors

− The Board of Directors recommends that the board compensation for 2013 be unchanged from 2012

− Ordinary board members receive DKK 200,000 per member

− Vice-Chairman and Chairman receive this amount multiplied by 2 and 3, respectively

• Membership of the Audit Committee is

compensated separately

− Ordinary members of the Audit Committee receive compensation equaling 50% of the board fee

− The Chairman of the Audit Committee receives compensation equaling the full board fee. If, however, the Chairman of the Audit Committee is also Vice-Chairman of the Board of Directors, the compensation equals 50% of the board fee

14

ITEM 7: ELECTION OF AUDITOR

• The Board of Directors proposes re-election of Deloitte

Statsautoriseret Revisionsaktieselskab

15

• Proposal from the Board of Directors for the

adoption of the following authority to acquire own

shares

− The Board of Directors is granted authority to let the company acquire own shares at a maximum nominal value of DKK 14,030,180 in the period until 9 October 2014 at the price listed at the time of acquisition plus/minus maximum 10 per cent

ITEM 8: AUTHORITY TO ACQUIRE OWN SHARES

16

ITEM 9: CHAIRMAN OF THE MEETING

• Proposal from the Board of Directors to grant the

Chairman of the meeting authority to arrange for,

and to make such alterations and additions as may

be required for, the registration of resolutions

passed at the annual general meeting with the

Danish Business Authority

17

• Any other business

ITEM 10: ANY OTHER BUSINESS

18

ANNUAL GENERAL MEETING

Brødrene Hartmann A/S

9 April 2013