ANNUAL GENERAL MEETING

Transcription

1 ANNUAL GENERAL MEETING Brødrene Hartmann A/S 9 April

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 FY 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 2

3 ITEM 1: REPORT FROM THE BOARD OF DIRECTORS 2012 Highlights Developments in 2012 Outlook Questions 3

4 HIGHLIGHTS A good platform FINANCIALS Revenue growth and solid cash flow Profitability challenged in Europe OPERATIONS Complexity reduction in Europe New products and services Strong performance in North America OUTLOOK 2013 Revenue of DKK billion Profit margin of % STRATEGY Continued optimization Intensified customer focus Expansion in North America 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. 4

5 SELECTED STRATEGIC INITIATIVES Building a stronger platform for growth Streamlined production Reduction of complexity in Europe Long-term effect on profitability Launch of imagic 2 in late 2012 CO 2 neutral and FSC certified products Expansion in North America Ensure sustainable and profitable long-term growth 5

6 MARKET UPDATE Revenue 2012 (DKKm) % 0% Profit margin: 20.8% (9.3%) Profit margin: 6.5% (10.4%) Europe (83%) North America (17%) NORTH AMERICA Increased sales and proportion of premium products High capacity utilisation Raw material prices and utilisation EUROPE Price adjustments in a few mature markets Lower capacity utilisation Investment in strengthening of organisation MARKET TRENDS Stable demand for eggs Retail chains in new markets Focus on health and nutrition Emphasis on sustainability 6

7 SELECTED FINANCIALS 2012 Stable development at group level DKKm Change(%) Revenue 1,544 1,488 4 Operating profit (7) Profit Cash flows (operating and investing activities) (20) Invested capital Profit margin, % ROIC, % Positive long-term trend DKKm Q1 '08 Q1 '09 Q1 '10 Q1 '11 Q1 '12 Operating profit, 12 month rolling Cash flows, 12 month rolling 7

8 OUTLOOK 2013 Steady development expected in 2013 Realised 2012 Guidance 2013 Targets 2015 Revenue DKK 1,544m DKK bn DKK bn Profit margin before special items 7.4% % 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 8

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%) 9

10 10 QUESTIONS

11 ITEMS 1-4 Approval of items

12 ITEM 5: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors proposes that the following shareholderelected 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 12

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 13

14 ITEM 7: ELECTION OF AUDITOR The Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionsaktieselskab 14

15 ITEM 8: AUTHORITY TO ACQUIRE OWN SHARES 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 15

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 16

17 ITEM 10: ANY OTHER BUSINESS Any other business 17

18 ANNUAL GENERAL MEETING Brødrene Hartmann A/S 9 April