Outokumpu Oyj Annual General Meeting 2011

Transcription

1 Outokumpu Oyj Annual General Meeting March

2 Opening of the Annual General Meeting Item 1 on the agenda Calling the Meeting to order Item 2 on the agenda Ole Johansson, Chairman of the Board of Directors

3 Election of persons to scrutinze the minutes and to supervise the counting of votes Item 3 on the agenda Recording the legality of the Meeting Item 4 on the agenda

4 Invitation to the AGM 2010 Invitation published as stock exchange release on 2 February 2011 Invitation available on Invitation published in Helsingin Sanomat on 21 February 2011: 4

5 Recording the attendance at the Meeting and adoption of the list of votes Item 5 on the agenda

6 Presentation of the Annual Accounts, the Report of the Board of Directors and the Auditor s Report for the year 2010 Item 6 on the agenda

7 Review by the CEO Juha Rantanen, CEO

8 Stainless steel market update Annual Accounts 2010 and outlook Outokumpu s strategy Sustainability

9 Not all steel is stainless but it is the fastest growing of all metals Stainless steel production ~25 million tonnes pa about 2% of all steel Carbon steel production ~1 200 million tonnes pa Index Stainless Aluminium Copper Carbon Steel OECD IP Nickel 9

10 10 From cutlery to bridges endless possibilities

11 Drivers for stainless steel demand Urbanisation Energy & environment Clean water Infrastructure Building and construction Catering & appliances Transportation Renewables Desalination Water treatment Sustainability through the unique properties of stainless 11

12 Long-term historical growth of stainless steel forecasted to continue kt WORLD % Data source: SMR Feb is forecast 12

13 Consumption of stainless steel in Europe recovering kt EUROPE % +4% Data source: SMR Feb is forecast 13

14 Stainless steel prices in Europe relatively flat in 2010 EUR/t Cold rolled price development (304 2B German market) Transaction price Alloy surcharge Base price 14 Source: CRU, incl. February 2011 Please note: Between July - October 2007 and in February 2009, European prices for some stainless grades were quoted on a transaction price basis, therefore base prices are the calculated value of transaction price minus alloy surcharge for this time period (CRU)

15 Current stainless steel markets Demand for standard grades picked up in the newyear Nickel price increase supports distributor buying Lead times for standard grades somewhat above normal Distributor inventories in Europe approximately at normal level Demand from investment-driven segments has not yet shown any major recovery 15

16 Stainless steel market update Annual Accounts 2010 and outlook Outokumpu s strategy Sustainability

17 Group operating profit development EUR million

18 Key figures 2010 EUR million Sales Operating profit EPS, ROCE, % Dividend/share, ) 0.35 Stainless steel deliveries, tons ) proposal by the Board to the AGM Operating profit in 2010 includes: EUR 17 million non-recurring write-down EUR 26 million of raw material-related inventory gains Underlying operational result impacted by Higher delivery volumes and base prices Better contribution from ferrochrome Negatively affected by weaker geographic and product mix 18

19 Capital structure EUR million Net cash generated from operating activities Net interest-bearing debt Equity-to-assets ratio, % Debt-to-equity ratio (gearing), % Cash flow negative but turned positive in Q Reduction of inventories reduced working capital Gearing above the target maximum of 75% Committed undrawn credit facilities of EUR 1 billion 19

20 Higher metal prices main driver for increased inventories EUR million Volume +23% Metal prices +77% I/08 II/08 III/08 IV/08 I/09 II/09 III/09 IV/09 I/10 II/10 III/10 IV/10 Inventories including raw materials, work-in-progress and finished goods 20

21 Short-term outlook 2 February 2011 Encouraging order intake from beginning of 2011 Base price increases Having an impact only towards end of Q1 Delivery volumes in Q1 are estimated to be some 10-20% higher than in Q4 Outokumpu s operating profit in Q1 is expected to be around break-even or slightly positive Some positive impact from raw material-related timing gains (at current metal prices) 21

22 Dividend proposal 2010 of 0.25 EUR/share - five year average payout ratio 65% EUR/share 1,50 1,25 1,00 0,75 0,50 0,25 0,

23 Stainless steel market update Annual Accounts 2010 and outlook Outokumpu s strategy Sustainability

24 Outokumpu s key strengths Globally cost competitive and fully integrated production site in Tornio Leading position in specialty stainless products World-class chromium mine and ferrochrome production Global sales and service centre network Leader in managing environmental impacts of production 24

25 Outokumpu s strategic priorities Profitability Customer satisfaction Excel in sales and customer service Loading Tornio with high volume products Fast transformation to special grades and products Ferrochrome expansion Growth outside Europe Excel in operations 25

26 New investment decisions in 2010 Ferrochrome investment of EUR 440 million Doubling capacity to tonnes annually Securing self-sufficiency and increasing external sales Operational 2013-, ramped up 2015 Financial impact The expansion brings additional annual operating profits in the order of EUR 150 million at full capacity (at current prices and exchange rates) 26

27 Outokumpu s cost-competitiveness in ferrochrome production improves Cost structure of Outokumpu s ferrochrome production Cost curve of total delivered cost for ferrochrome production, 2011f Other 18 % Depreciation 5 % Electricity 30 % USc/Ib Maintenance 8 % Personnel 10 % Excluding raw materials Source: Outokumpu, 2010 Other energy 29 % Outokumpu Outok Source: CRU December

28 New investment decisions in 2010 Quarto plate investment of EUR 104 million Increasing capability and capacity in Degerfors in Sweden Broadening product range, increasing use of special grades Outokumpu s total annual quarto plate capacity to increase to tonnes

29 Stainless steel market update Annual Accounts 2010 and outlook Outokumpu s strategy Sustainability 29

30 Outokumpu and sustainability Financial Environmental Social 30

31 Majority of raw materials recycled metals Outokumpu s production is based on recycling Main raw-material is recycled steel Primary alloying metals (Cr, Ni etc.) Recycled material content of our steel is appr. 90% 31

32 Lowest carbon footprint, reduced emissions and efficient energy use Outokumpu products carbon footprint smallest in the EU Improved processes High proportion of recycled steel Low-carbon electricity mix Energy-efficient and sustainable production Recycled steel as primary raw-material Electricity as source of energy 32

33 Outokumpu s Energy and Low-Carbon Programme 2010 CO2t. 1,60 1,40 Outokumpu C0 2 emission profile per ton of cast stainless steel Target of 20% reduction in the Group s specific emission profile in stainless production by ,20 1,00 0,80 0,60 0,40 0,20 0,

34 Continuous improvement in safety LTI * ) Outokumpu employees and contractors Target 2011 Target 2011 < < * ) Lost time injuries /1 million working hours 34

35 Thank you!

36 Review by the CEO

37 Auditors Report 2010 Outokumpu s Financial Report 2010, page

38 Adoption of the Annual Accounts 2010 Item 7 on the agenda

39 Resolution on the use of the profit shown on the balance sheet and the payment of dividend Item 8 on the agenda

40 Proposal by the Board of Directors to pay a dividend Dividend proposal of 0.25 EUR/share for 2010 Ex-dividend date 25 March 2011 Record date 29 March 2011 Payment date 5 April

41 Resolution on the discharge of the members of the Board of Directors and the CEO from liability Item 9 on the agenda

42 Discharge from liability of Board members and CEO Ole Johansson, Chairman of the Board Anssi Soila, Vice Chairman of the Board Evert Henkes, Board member Victoire de Margerie, Board member Anna Nilsson-Ehle, Board member Jussi Pesonen, Board member Leena Saarinen, Board member Olli Vaartimo, Board Member Juha Rantanen, CEO 42

43 Resolution on the remuneration of the members of the Board of Directors Item 10 on the agenda

44 Proposal for fees by the Nomination Board Remuneration levels proposed: Chairman EUR annual fee Vice Chairman EUR annual fee Board members EUR annual fee and meeting fee EUR 600 per each meeting EUR per each meeting for non-finnish resident members Proposal that 40% of the annual fees would be paid in Outokumpu shares Shares to be purchased within two weeks after the release of Outokumpu s Q1 interim report

45 Election of members of the the Board of Directors Item 11 on the agenda

46 Proposed Board members (1) Evert Henkes b. 1943, B.Sc. (Ag. Econ.) Outokumpu board member 2003 CEO : Shell Chemicals Ltd Ole Johansson b. 1951, B.Sc. (Econ.) Outokumpu board member 2002 Chairman of the board 2008 President and CEO 2000 : Wärtsilä Corporation 46

47 Proposed Board members (2) Anna Nilsson-Ehle b. 1951, Ph.D., M.Sc. (Eng.) Outokumpu board member 2005 Director 2006 : SAFER National vehicle and traffic safety research center Jussi Pesonen b. 1960, M.Sc (Eng.) Outokumpu board member 2009 President and CEO 2004 : UPM-Kymmene Corporation 47

48 Proposed Board members (3) Olli Vaartimo b. 1950, M. Sc. (Econ.) Outokumpu Board member 2010 CFO 2003 : Metso Oyj 48

49 Proposed new Board members (4) Elisabeth Nilsson b. 1953, M. Sc. (Tech.) Governor 2010 : Östergötlands län President : Jernkontoret (Swedish Steel Producers Association) General Manager, Metallurgy Division : SSAB Oxelösund Siv M. Schalin b. 1962, M.Sc. (Econ.), MBA Managing Director and General Manager, Patient Care Solutions 2008 : GE Healthcare Finland Oy Vice President, Service : GE Healthcare EMEA General Manager : GE Healthcare Sweden 49

50 Proposal for Board Chairman and Vice Chairman Mr. Ole Johansson to be re-elected as Chairman Mr. Olli Vaartimo to be elected as Vice Chairman 50

51 Resolution on the remuneration of the Auditor Item 12 on the agenda

52 Remuneration of the Auditor Proposal: according to invoice Auditor fees in 2010: Audit fees EUR 1.4 million Non-audit fees EUR 0.3 million 52

53 Election of Auditor Item 13 on the agenda

54 Election of the Auditor It is proposed that KPMG Oy Ab be re-elected as the auditor for Outokumpu until the close of the following AGM Responsible auditor Mauri Palvi, Authorised Public Accountant 54

55 Authorising the Board of Directors to decide on the repurchase of the company s own shares Item 14 on the agenda

56 Proposal by the Board of Directors for the authority to repurchase the company s own shares Maximum number of shares to be re-purchased is (9.84%) Outokumpu currently holds of its own shares The price payable shall be based on the price of the company s shares in public trading The Board can decide how the own shares will be repurchased Shares can be repurchased in deviation from the proportional shareholdings of current shareholders (directed repurchase) Authorisation is valid until the next AGM No later than 31 May

57 Authorising the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares Item 15 on the agenda

58 58 Proposal by the Board of Directors to issue shares and grant share entitlements New shares can be issued, treasury shares can be transferred (share issue) and share entitlements (excl. share options to management and personnel under an incentive plan) can be granted Under a share issue and/or by exercising share entitlements the max number of new shares to be issued is , in addition, the max number of treasury shares to be transferred is The Board is authorised to decide on all other conditions The Board has the authority to decide on the issue of shares and special rights in deviation of the pre-emptive subscription right of shareholders (directed issue) Authorisation is valid until the next AGM No later than 31 May 2012

59 Formation of a Nomination Board Item 16 on the agenda

60 Proposal by Solidium Oy to elect a Nomination Board To prepare proposals on the election and remuneration of the Board of Directors to the next AGM Elected to form the board: representatives of the three largest shareholders (on 1 October 2011) the Chairman of the Board of Directors as an expert member Should a shareholder not wish to use the nomination right, the right to nominate is transferred to the next largest shareholder who would otherwise not have a nomination right Proposals submitted to the Board of Directors latest on 1 February preceding the AGM 60

61 Closing of the Meeting Item 17 on the agenda

62 Outokumpu Oyj Annual General Meeting March