Welcome to the ordinary Shareholders Meeting. 26 April 2012

Transcription

1 Welcome to the ordinary Shareholders Meeting 26 April 2012

2 Agenda Welcome and introduction of the representatives of the shareholders and of the company Highlights in 2011 Passionate about PV Committed to systems and processes Financial statements 2011 in detail Agenda items and voting 2

3 Auditors, Independent Proxy, Corporate Proxy Hanspeter Gerber René Jenni Representatives of the Auditors PricewaterhouseCoopers AG Christina Häberli-Fontana André Weber Werner Buchholz Notary, Bern Independent proxy Attorney-at-law, Zurich Corporate proxy Meyer Burger Technology Ltd 3

4 Representatives of Meyer Burger Technology Ltd Peter M. Wagner Chairman of the Board of Directors Dr Alexander Vogel Peter Pauli Michel Hirschi Vice Chairman of the Board of Directors Chief Executive Officer, Delegate of the Board of Directors Chief Financial Officer 4

5 Highlights in 2011 Peter M. Wagner, Chairman of the Board of Directors

6 Excellent Results in a Difficult Industry Environment 59% growth in net sales; 44% organic growth MBTN reached its high targets (guidance) in net sales and EBITDA EBIT, profit for the year weakened by special items due to acquisition of Roth & Rau Environment in our industry remains difficult in 2012, recovery expected in 2013 Focussing on our strengths in 2012 Net sales MCHF % organic growth +15% 200 acquisition of R&R EBITDA MCHF Note: in accordance with IFRS; 2007 in accordance with Swiss GAAP FER

7 Strategically Complementing our Technologies Roth & Rau AG Invested MCHF (cash flow) in fiscal year 2011 for the purchase of 89.17% of capital and voting rights of Roth & Rau AG (participation as of ) Closed previously existing «gap» between wafer and solar module Today, Meyer Burger Group is the full line system provider in photovoltaics Increasingly important to link production processes in order to further reduce Total Cost of Ownership Wafering Cell Module 7

8 Strategic Investments in R&D and in the New Headquarters in Thun Research and Development Approximately MCHF 67.5, i.e. 5.1% of net sales invested in R&D New headquarters in Thun (MB Wafertec and MB Technology Ltd) Invested approximately MCHF 27.5 in 2011 Production / office facility for employees, relocation starting in May 2012 Focussing on one location from currently 17 sites in and around Thun Proposal to the Annual General Meeting to change the registered office of Meyer Burger Technology Ltd to Thun 8

9 MBTN Shares Industry Comparison Solar equipment manufacturers MBTN % ; Manz % ; Centrotherm % Comparison with other solar companies Cells/Modules: Renesola % ; Trina Solar % Integrated: REC % ; Solarworld % Note: January 2011 April

10 Passionate about PV Committed to systems and processes Peter Pauli, Chief Executive Officer

11 Challenges Opportunities Challenges Fiscal political difficulties Opportunities Unique and leading technology and system offering Political disputes on international levels regarding Feedin-Tarif programmes (Switzerland has made significant improvements in the past) Ongoing consolidation process in the photovoltaic market - this is also valid for Meyer Burger Full concentration / focus on technologies Demand for advanced technologies (diamond wire, heterojunction, new cell connecting technologies) New emerging markets with need for local value creation Supply existing markets with advanced and cutting edge technologies Advances in technology and initiation of replacement investment Ability to develop new markets with a very wide system offering Today Meyer Burger is a leading technology group in the industry, which is influencing the market and is pro-actively providing new system offerings. 11

12 The Future is Now The 5th industrial revolution is here We aspire to be the leader in technology, sytem integration and the continuing reduction of process costs We know and own the most important key technologies and processes We develop technologies and systems which significantly reduce and sustainably influence our customers production costs We pursue a group-wide supply chain management system to ensure economies of scale 12

13 Consolidation of Sales and Service Organisations Future Footprint Merger Takeover Opening Taiwan, Zhubei City Singapore China, Shanghai Korea, Seoul Malaysia, Kuala Lumpur India, Pune Oregon, USA Note: Whether merger or takeover depends on local legal and business requirements 13

14 Pro-active Consolidation Process Market needs differ in their depth of their Wafer Process processes technologies products systems applications and market access The Meyer Burger Group possesses the ability and the offering for the entire industry. A strategic milestone has been reached. Cell Process Module Process 14

15 Focussing our Strengths: Combined Offering Processes Wafer Cell Module Systems Technologies Technology brands Cropping Bricking / Squaring Wafering Deglueing Separation Final Cleaning Inspection Texturing PECVD-Coating PVD-Coating/ Anti-Reflection Coating Contact Printing Test /Sort Soft Touch Soldering Interconnection / Lay-up Laminating Final Assembling Perfomance Measuring Sorting BIPV System Shading Roof Mounting System Free field Off grid 15

16 MB System Offering Flexible Market and Cluster Offering From ingot to solar module to complete BIPV energy system Cropping Bricking Squaring Wafering Cleaning Separating Inspection Texturing Coating Printing Testing Process Control Stringing Laminating Encapsulation 16

17 Wafer Process Key Performance Indicators (KPI) Process Control FabEagle Cropping Detailled accuracy Wafering Speed Yield Surface quality Geometry Bricking/Squaring Wafer geometry Separating/Cleaning Stress free and without breakage Spotless cleanliness Highlight: Diamond Wire Environmentally friendly Productivity doubled through a water based environmentally friendly cost efficient procedure. Inspecting 30 criteria Qualification Classification 17

18 Cell Process Key Performance Indicators (KPI) Texturing Surface structure Light reflection Electricity yield PECVD - Coating Emitter Electricity transmission Highlight: Heterojunction//LoBaCo Combined advantages of crystalline silicon cells and thin film technologies Increased efficiency Lower production costs PVD-Coating/ Antireflection Coating Translucence Conductivity Electricity transmission Contact Printing Test/Sort Conductors Environmentally friendly Contact printing Performance Classification 18

19 Module Process Key Performance Indicators (KPI) Highlight: Flashing Best-in-class performance measurement 3.5% more accurate than competitors Soft Touch Soldering Productivity Soft touch soldering Electriciy flow - power Highlight: Stringing Soft Touch soldering for maximum productivity Interconnection/Lay-up Quality of connection Lifecycle Laminating / Encapsulation Material costs Lifecycle Performance Measuring Performance Qualification Final Assembling Qualifizierung Efficient electrical connections 19

20 Broad System Offering Wafer Cell Module 1. Dimension: vertical integration Module process 3. Dimension: System offering + Potential for cell systems + Wafer process Cell process Potential for wafer systems Potential for cooperation 2. Dimension: horizontal integration 20

21 System Offering System Turnkey Key Performance Indicators (KPI) Process stability: Integrated, harmonised processes Uptime / Utilisation: Optimised thoughput and production volume Simplified handling Yield / Uptime: Centralised process and service support Simplified processes 21

22 Learnings Market and market environment is changing fast and dramatically The next level of industrialisation in photovoltaics is in progress Political awareness and acceptance is increasing Solar energy is no longer the playground of environmentally focussed political parties only Solar energy has become an economical and sustainable key energy technology for the future Passionate about PV and committed to systems and processes 22

23 Focussing our Strengths Campus for Solar Technology Consolidating 17 locations in the Thun area into one centre of competence for technology 23

24 Focussing our Strengths Campus for Solar Technology The future solar research and development centre in Switzerland Stringing Interconnection Lay-up Laminating Lamination Final Assembly Bricking / Diamond squaring Wafering wire Cleaning Inspection 24

25 Financial Statements 2011 in Detail Michel Hirschi, Chief Financial Officer

26 Incoming Orders / Order Backlog Incoming orders FY 2011 Volume of new orders MCHF Orders mainly received during H MCHF Very high demand in Asia, especially in China during H Strong shakeout throughout the solar industry in H2 2011, customers reluctant to order new production equipment Order backlog as of 31 Dec 2011 Order backlog MCHF (31 Dec 2010: MCHF 1,048.5) Various deliveries postponed for the time being Incoming orders MCHF

27 Net Sales 59.2% increase in net sales (+44.0% in organic growth) Guidance for net sales 2011 reached Good order backlog from 2010 and incoming orders during H are the main reasons for the growth Growth in nominal terms mainly in China and Germany Wafer process was the growth driver USA -40% (organic -64 %) Change in net sales by region Europe +60% (organic +39 %) Asia +68% (organic +55 %) MCHF Net sales R&R MCHF

28 Split of Net Sales MCHF 1,315.0 By region By type of sales By currencies 3% 17% 80% Asia USA Europe 2% 6% 92% Machines / systems Spare parts / consumables Services 4% 2% 20% 74% CHF EUR USD Other 28

29 Operating Income after Costs of Products and Services Operating income after costs of products and services increased by 48.8% to MCHF Margin declined by 3.3 percentage points compared to the previous year mainly due to Accruals on product commitments (MCHF 58.5) Depreciation / impairments of products (MCHF 12.7) Lower contribution to the margin by R&R companies Operating income after costs of products and services MCHF 49.5% % % % Op. Income* Margin * Operating income after costs of products and services 0 29

30 Development of Personnel Employees Increase in personnel (FTE) + 1,300 through acquisition R&R new full-time positions Reduction in temporarily employed staff at MB companies Total 3,058 employees at year-end 2011 Personnel expenses MCHF (2010: MCHF 133.9) Increase mainly due to Personnel expenses R&R Aug-Dec 2011 MCHF 38.6 New full-time positions Increase in other personnel expenses (recruitment, employee training, travelling expenses) No. of employees (incl. temporary staff) FTE Employees (permanent contracts) Temporary employees

31 EBITDA Other operating expenses Total other operating expenses MCHF (2010: MCHF 87.4), includes MCHF 28.0 of other operating expenses by R&R Higher expenses for rent (MCHF +5.2 compared with FY 2010) Higher external R&D costs (MCHF compared with FY 2010) Transaction expenses re R&R (MCHF 5.1) Expansion of the Group results in higher operating expenses EBITDA EBITDA margin 21.2% (without pro-rata results R&R: 23.5%) EBITDA guidance 2011 reached OPEX as a percentage of net sales was 25.1% in 2011 compared with 26.8% in 2010 EBITDA MCHF % % % % EBITDA EBITDA margin 31

32 EBIT Depreciation, amortisation / impairments of MCHF in total (2010: Depreciation, amortisation of MCHF 59.7) Property, plant and equipment Depreciation, amortisation of MCHF 19.9 Intangible assets Impairment on goodwill of Roth & Rau / OTB Solar of MCHF 73.6 Impairment on R&R CTF thin-film technology of MCHF 7.0 Amortisation of intangible assets related to acquisitions in 2011 (MCHF 19.4) and acquisitions of previous years (MCHF 41.7) EBIT MCHF % % % % EBIT EBIT margin 32

33 Income Statement 2011 Effects EBITDA to Profit for the Year MCHF

34 Financial Result and Taxes Financial result Financial result, net of MCHF (2010: MCHF -34.5) Includes foreign currency translation effects of MCHF in financial expenses. These resulted mainly from the valuation of intercompany loans to foreign subsidiaries (which had been granted during fiscal year 2011) Taxes Income taxes amounted to MCHF 34.2 and include several one-off effects Tax rate of 48.8% for 2011 was substantially higher than the expected tax rate of 22.5% Negative tax effects in FY 2011 in an amount of MCHF 44.5 due to Expenses that are not tax-deductible (goodwill impairment R&R and OTB, fair value adjustment in investments in associated companies of R&R) Adjustment of capitalised tax loss carry-forwards at OTB Positive tax effects from tax reliefs granted to Swiss subsidiaries and tax losses at foreign subsidiaries with higher tax rates 34

35 Profit for the Year Profit for the year Attributable to shareholders of MBTN MCHF 40.8 Attributable to non-controlling interests MCHF -5.0 Earnings per share EPS CHF 0.86 (2010: CHF 2.18) Ø number of outstanding shares 47,355,000 (2010: 44,992,000) Cash EPS CHF 4.62 (2010: CHF 7.72) Proposal by the Board of Directors Profit for the year MCHF 0 Retained earnings to be carried forward Note: EPS and average number of outstanding shares on diluted basis Cash EPS = Operating cash flow / average number of outstanding shares (diluted)

36 Income Statement TCHF 2011 in % 2010 in% Net sales % % Other income Income Costs of products and services thirds Changes in inventories of finished products and work in process Capitalised services Operating income after costs of products and services % % Personnel expenses Other operating expenses EBITDA % % Depreciation and amortisation EBIT % % Financial income Financial expenses Result from investments in associated companies Earnings before taxes EBT % % Income taxes Profit for the year % % 36

37 Balance Sheet TCHF in % in% Cash and cash equivalents of MCHF Net cash position of MCHF (interest-bearing liabilities MCHF 9.9) Inventories and machines in production are reported at net value within balance sheet: directly allocable customer prepayments are deducted Increase in property, plant and equipment due to acquisition R&R and new building complex in Thun Intangible assets from acquisitions of previous years % equity ratio Considering possibilities for a straight bond Cash and cash equivalents Trade and other receivables Inventories Other current assets Total current assets % % Property, plant and equipment Investments in assoc. companies Intangible assets Other long-term assets Total long-term assets % % Total assets % % Current financial liabilities Trade payables Customer prepayments Other current liabilities Total current liabilities % % Non-current financial liabiliities Other non-current liabilities Total non-current liabilities % % Total equity incl. non-controlling interests % % Total liabilities and equity % % 37

38 Cash flow High operating cash flow due to positive business development and strong sales growth One-off, non-cash effects on profit for the year Slight increase in NWC mainly due to decrease in customer prepayments and increase in finished products Investment activities reflect acquisition of shares in R&R and investments in new building complex in Thun Financing activities reflect acquisition of additional shares in R&R after 9 Aug 2011 and repayment of financial liabilities Repayment of major part of debt certificates at R&R TCHF FY 2011 FY 2010 Profit for the year Reversal of non-cash income/expenses Change in NWC Cash flow from operating activities Investments in property, plant, equipment, net Investments in intangible assets Increase in cash from merger with 3S Purchase of Roth & Rau shares until Purchase of remaining participation in Hennecke Other Cash flow from investing activities Capital increases (incl. premium) Purchase of Roth & Rau shares after Repayment of financial liabilities, net Other Cash flow from financing activities Cash, cash equivalents at beginning of period Change in cash and cash equivalents Currency translation differences on cash and cash equivalents Cash, cash equivalents at end of period

39 Cautious Outlook for 2012 Focussing on our strengths Program to optimise and refocus Program is targeted to lower the operating cost base by MCHF (effects mainly visible from 2013 onwards) Non-recurring expenses and accruals in CHF single-digit million are expected to be incurred in the income statement 2012 for the implementation of the program Forecasting the market development in 2012 remains difficult When will the overcapacities be eliminated and cell and module producers re-start their investment programmes? Giving guidance for 2012 is therefore extremely difficult Net sales of between MCHF EBITDA margin of between 4-8% 39

40 Agenda Items and Voting Peter M. Wagner, Chairman of the Board of Directors

41 Formalities Secretary for the minutes Dr Alexander Vogel Vote counters Head of vote counters Murielle Clerc Nicole Giesbrecht Simon Linder Chantal Schweizer Gabriela Teuscher Simon Linder 41

42 Agenda Items 1. Approval of the annual report 2011, the annual financial statements 2011 and the consolidated financial statements 2011; presentation of the reports of the auditors 2. Use of balance sheet profit 3. Release of the members of the Board of Directors and Management Board 4. Election of the members of the Board of Directors 5. Election of auditors 6. Amendment of Articles of Association 42

43 Agenda Item 1 Motion Approval of the annual report 2011, the annual financial statements 2011 and the consolidated financial statements 2011; presentation of the reports of the auditors Motion of the Board of Directors: Approval of the annual report, annual financial statements and consolidated financial statements for the business year

44 Agenda Item 2 Motion Use of balance sheet profit Profit for the year TCHF 93,408 Profit carried forward TCHF 51,930 At the disposal of the shareholders meeting TCHF 145,338 Motion of the Board of Directors: To be carried forward TCHF 145,338 44

45 Agenda Item 3 Motion Release of the members of the Board of Directors and Management Board Motion of the Board of Directors: Release the members of the Board of Directors and Management Board for the business year

46 Agenda Item 4 Motions Elections of the members of the Board of Directors Motions of the Board of Directors: 4.1 Re-election of Peter M. Wagner as a member of the Board for a period of three years. 4.2 Re-election of Dr Alexander Vogel as a member of the Board for a period of three years. 4.3 Re-election of Heinz Roth as a member of the Board for a period of three years. 46

47 Agenda Item 4.1 Motion Elections of the members of the Board of Directors Peter M. Wagner Motion of the Board of Directors: Re-election of Peter M. Wagner as a member of the Board for a period of three years. 47

48 Agenda Item 4.2 Motion Elections of the members of the Board of Directors Dr Alexander Vogel Motion of the Board of Directors: Re-election of Dr Alexander Vogel as a member of the Board for a period of three years. 48

49 Agenda Item 4.3 Motion Elections of the members of the Board of Directors Heinz Roth Motion of the Board of Directors: Re-election of Heinz Roth as a member of the Board for a period of three years. 49

50 Agenda Item 5 Motion Election of auditors Motion of the Board of Directors: Election of PricewaterhouseCoopers AG, Bern, as auditors for one year. 50

51 Agenda Item 6 Motion Amendment of Articles of Association Motions of the Board of Directors: 6.1 Change of registered seat 6.2 Creation of authorised capital 51

52 Agenda Item 6.1 Motion Change of registered seat Motion of the Board of Directors: Change of registered seat of the Company from Baar to Thun and, therefore, an amendment of article 1 of the Articles of Association as follows: «Art. 1: Firm name, Duration and Seat Under the firm name Meyer Burger Technology AG (Meyer Burger Technology Ltd) (Meyer Burger Technology SA) exists for an indefinite period of time a corporation pursuant to the Articles 620 et seq. of the Swiss Code of Obligations ( CO ) with registered office in Thun.» 52

53 Agenda Item 6.2 Motion Creation of authorised capital Motion of the Board of Directors: Maintenance or creation of authorised share capital and replacement of article 3a sections 1 and 2 of the Articles of Association as follows: 53

54 Agenda Item 6.2 Motion Creation of authorised capital «Art. 3a: Authorised Capital The Board of Directors is authorised, at any time until 26 April 2014, to increase the share capital by a maximum aggregate amount of CHF 240,000 through the issuance of a maximum of 4,800,000 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each. The Board of Directors is further authorised (including in case of a public offer for shares of the Company) to restrict or deny the preferenctial subscription rights of shareholders and allocate such rights to third parties if the shares are to be used (1) for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions, (2) for the purpose of the participation of strategic partners or investors or (3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with preferenctial subscription rights.» Art. 3a section 3 remains unchanged. 54

55 Important Dates 16 August 2012 Publication 1st Half Year 2012 Results March 2013 Publication Fiscal Year 2012 Results April 2013 Shareholders Meeting

56 Thank you for your participation. We wish you a safe journey home.