Moorelands 2015 Annual General Meeting. Moorelands 2015 Annual General Meeting Welcome.
ANNUAL GENERAL MEETING - … · ANNUAL GENERAL MEETING ... substitution in relation to resolutions...
Transcript of ANNUAL GENERAL MEETING - … · ANNUAL GENERAL MEETING ... substitution in relation to resolutions...
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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
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ITEM 1: REPORT FROM THE BOARD OF DIRECTORS 2012
• Highlights
• Developments in 2012
• Outlook
• Questions
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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
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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
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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%)
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-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
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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
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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%)
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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
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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
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ITEM 7: ELECTION OF AUDITOR
• The Board of Directors proposes re-election of Deloitte
Statsautoriseret Revisionsaktieselskab
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• 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
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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