Annual General Meeting of Shareholders

Transcription

1 Annual General Meeting of Shareholders 28 April 2011, Amsterdam

2 1. Opening Mike Salamon Executive Chairman 2

3 2. Annual Report; corporate governance; Annual Accounts a. Discussion of the Annual Report, including corporate governance Marek Jelínek Executive Director and Chief Financial Officer 3

4 Financial highlights 2010 Revenues of EUR 1,590 million, up 42% EBITDA of EUR 464 million, up 160% Adjusted earnings per share 1 of EUR 0.86 Mining cash cost per tonne at EUR 71, up 4% 2 Coke conversion costs per tonne at EUR 70, down 20% 2 Strong operating cash flow of EUR 315 million, up 79% Net debt of EUR 321 million, down 34% Final dividend of EUR 0.22 per share paid on 15 April Adjusted to the actual number of A Shares as of 31 December On a constant currency basis. 4

5 Operational and strategic highlights 2010 Continued improvement in safety, mining LTIFR down 24% Coal and coke production of 11.4Mt and 1Mt, respectively Total external sales of 10.7Mt of coal and 1.1Mt of coke, up 6% and 56% respectively Debiensko project continues to make progress, expect to break ground in 2011 POP 2010 longwalls delivered 72% higher productivity, overall longwall productivity up 15% COP 2010 successfully completed by the end of 2010, new battery on stream Intention to reincorporate in the UK to secure FTSE UK index series eligibility during H

6 Financial Overview EUR mln FY 2010 FY 2009 Chg 1,590 1,117 42% % 29% 16% (62) % (4%) 6

7 Balance sheet EUR mln 31 Dec Dec 2009 Total Assets 2,258 2,216 Non current assets 1,475 1,344 Property, plant & equipment 1,281 1,158 Current assets Cash and cash equivalents Assets held for sale 0 85 Total Equity and Liabilities 2,258 2,216 Total equity Total liabilities 1,449 1,655 Long-term loans Bonds issued Current portion of long-term loans Short-term loans 0 19 Liabilities held for sale 0 43 Net Debt Net Working Capital 49 (1) 7

8 2b. Adoption of the Annual Accounts (voting point) To adopt the Annual Accounts of New World Resources N.V. for the financial year 2010". 8

9 2c. Discussion of the reserves and dividend policy 9

10 3. Discharge of Directors for their management during the past financial year (voting point) To discharge the Directors of the Company from liability in respect of their management during the financial year 2010". 10

11 4. Re-appointment of Directors (voting point) a. To re-appoint Mr. Klaus-Dieter Beck as Executive Director of the Company. b. To re-appoint Mr. Pavel Telička as Non-Executive Director of the Company. c. To re-appoint Mr. Hans-Jörg Rudloff as Independent Non- Executive Director of the Company. d. To re-appoint Mr. Bessel Kok as Independent Non- Executive Director of the Company. 11

12 5. Adoption of the amendment to the Articles of Association (voting point) To amend the Articles of Association of the Company in conformity with the proposed amendment published on the Company s website on the 16 th March 2011 and grant a power of attorney to any employee of the law firm Boekel De Nerée N.V. to execute a Deed of Amendment of the Articles of Association and take all steps necessary in that regard including applying for the ministerial statement of no objection. 12

13 6. Authorisation to the Board of Directors to repurchase shares and/or beneficial rights to shares (voting point) To authorize the Board of Directors to repurchase shares and/or beneficial rights to shares, subject to the following terms and limitations: (i) The authorization is limited to the aggregate nominal amount of EUR 5,293, being 13,234,936 A shares and/or beneficial rights to A shares, which represent 5% of the issued A share capital as at the day of this meeting; (ii) Repurchases may take place through private transactions or through a stock market for a consideration between one eurocent and not more than the lower of: - 5% above the average market value of the NWR share price for the 5 business days prior to the day the purchase is made; and - the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilization of financial instruments (No 2273/2003); and (iii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. 13

14 7. Delegation to the Board of Directors to issue (rights to acquire) shares (voting point) To authorize the Board of Directors to issue A shares and grant rights to subscribe for A shares, subject to the following limitations: (i) The authorization is limited to the aggregate nominal amount of EUR 5,293,974.40, being 13,234,936 A shares, which represent 5% of the issued A share capital as at the day of this meeting; and (ii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. 14

15 8. Delegation to the Board of Directors to exclude or limit pre-emptive rights (voting point) To authorize the Board of Directors to exclude or limit any pre-emptive rights with respect to the issue of A shares or granting of rights to subscribe for A shares, subject to the following limitations: (i) The authorization is limited to the aggregate nominal amount of EUR 5,293,974.40, being 13,234,936 A shares, which represent 5% of the issued A share capital as at the day of this meeting; and (ii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. 15

16 9. Re-appointment of the external auditor (voting point) To re-appoint KPMG Accountants N.V. as the external auditor of the Company for the financial year

17 10. Discussion of a possible offer for all issued and outstanding A shares in the capital of NWR in connection with NWR s previously announced intention to redomicile in the United Kingdom 17

18 11. Closing 18

19 Financial Calendar Upcoming events 18 May 2011 First Quarter 2011 Results 24 August 2011 Half Year 2011 Results 16 November 2011 Nine Months 2011 Results IR Contacts Agnes Blanco Querido Radek Němeček

20 Disclaimer Forward looking statements Certain statements in this document are not historical facts and are or are deemed to be forward-looking. NWR s prospects, plans, financial position and business strategy, and statements pertaining to the capital resources, future expenditure for development projects, results of operations, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology including, but not limited to; may, expect, intend, estimate, anticipate, plan, foresee, will, could, may, might, believe or continue or the negatives of these terms or variations of them or similar terminology. Although NWR believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These forwardlooking statements involve a number of risks, uncertainties and other facts that may cause actual results to be materially different from those expressed or implied in these forward-looking statements because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond NWR s ability to control or predict. Forward-looking statements are not guarantees of future performance. No offer of securities This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. Reliance on third party information The information contained and/or views expressed herein may contain and/or be based on information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of such information. This presentation should not be relied upon as a recommendation or forecast by NWR. 20