AGM 04 July 2019 Welcome & Introduction Stewart Gilliland - - PowerPoint PPT Presentation

AGM

04 July 2019

Welcome & Introduction Stewart Gilliland

Chairman

C&C Group plc

AGM | July 2019 | Slide 3

Geoffrey Hemphill Sir Brian Stewart Joris Brams

Board Retir irees

Richard Holroyd

C&C Group plc

Board Appointments New Senior In Ind. . Dir irector & Co. . Sec

C&C Group plc

Jill Caseberry Helen Pitcher, OBE Jim Thompson Vincent Crowley Mark Chilton

Board Commit ittees

Audit Remuneration Nomination

Emer Finnan (C) Vincent Crowley Jim Thompson Helen Pitcher (C) Jill Caseberry Vincent Crowley Stewart Gilliland (C) Emer Finnan Vincent Crowley

AGM | July 2019 | Slide 4

C&C Group plc

Acquisition of Matthew Clark & Bibendum C&C now the largest final-mile drinks distributor to Irish & UK on-trade Transaction success a hallmark of strong corporate culture

FY2019 | Strategic icall lly Im Important Year

AGM | July 2019 | Slide 5

Positioned for Growth Stephen Glancey

Group Chief Executive

C&C Group plc

Vid ideo

€104.5 million

Operating Profit, before €4m of associate income (mainly Admiral) Up p 3.3% .3% (O (Organic1 % cha change)

€1,574.9 million

Net Revenue Up p 3.2% 3.2% (O (Organic1 % ch change)

2.51x

Net Debt to EBITDA

€96.9 million

Free cash flow (Pre-exceptionals) 80 80.8% .8% Cas ash Conversi sion of

• f EBI

EBITDA

€15.7 million

11 month operating profit of MCB

15.7%

Operating margin of core C&C Group1

26.6c

Adjusted diluted EPS2 (Up 20.9%)

15.31c

Dividend per share (+5.0%) Proposed fina final di dividend 9.98 9.98c pe per shar share +6 +6.5% .5%

C&C Group plc

• 1. Core C&C businesses as at 1 March 2018 (prior to the acquisition of the Matthew Clark and Bibendum and other marketing services businesses acquired on 4 April 2018) financial results for the 12 months to 28 February 2019.
• 2. Adjusted basic/diluted earnings per share (‘EPS’) excludes exceptional items.

FY2019 | Summary ry Performance

AGM | July 2019 | Slide 8

C&C Group plc

culture reward

Tar argetin ing g do doub uble le di digi git EP EPS S this this fi fiscal; l; and and steady state mi mid to

• hi

high gh sing ngle le di digit git

Decentralised, , entrepreneuria ial busin iness wit ith in incentiv ives alig ligned to performance

AGM | July 2019 | Slide 9

Authentic, local ‘Fabric Brands’ in the geographies that need them

C&C Group plc AGM | July 2019 | Slide 10

Fabric brands are alw lways rele levant and social media ia provides the pathways to new consumers

C&C Group plc AGM | July 2019 | Slide 11

C&C Group plc

a

By y 20 2022 22

Achieve a 2.5 water ratio

By y 20 2025 25

100% of electricity from renewables Manufacturing Sites to be Carbon Neutral

Packaging Carbon Emissions Water

AGM | July 2019 | Slide 12

Sustain inabilit ity

By y 20 2022

Plastic Free

Growth Agenda

C&C Group plc

Ireland

Cha Challe lenger Bus Busin iness ss Route to to Market Min inim imum Un Unit it Pric ricing Cr Craft & Premium Win ine

Scotland

Con Convenience New Pack ackaging Dep Deposit Cr Craft & Premium MCW Com Combine

UK Cider

AB B In In Be Bev Matthew Cl Clark

Innovation Underpin

AGM | July 2019 | Slide 13

Largest fin inal mile ile to the on trade in in the Brit itis ish Is Isle les

C&C Group plc

36,000 on-trade customers

Da Data & Ins Insig ight Fr Fragmentatio ion & Ex Expertise Fin Final mile le capability Cr Craft, Premium an and Wor

• rld

ld

Ireland Scotland Matthew Clark Bibendum

Brand-led distribution where it matters; agnostic where it doesn’t

AGM | July 2019 | Slide 14

Formal Business Stewart Gilliland

Chairman

C&C Group plc

Resolution 1

Resolution 1

To consider the financial statements for the year ended 28 February 2019 and the reports of the Directors and the auditors thereon.

FOR: 212,747,944 SHARES AGAINST: 669 SHARES TOTAL: 212,748,613 SHARES WITHHELD: 846,365 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 17

Resolution 2

Resolution 2

To confirm and declare dividends.

FOR: 213,594,242 SHARES AGAINST: 519 SHARES TOTAL: 213,594,761 SHARES WITHHELD: 217 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 19

Resolution 3 (a)

Resolution 3 (a)

To elect Jill Caseberry

FOR: 198,316,332 SHARES AGAINST: 15,275,686 SHARES TOTAL: 213,592,018 SHARES WITHHELD: 2,960 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 21

Resolution 3 (b)

Resolution 3 (b)

To elect Helen Pitcher, OBE

FOR: 213,243,693 SHARES AGAINST: 348,325 SHARES TOTAL: 213,592,018 SHARES WITHHELD: 2,960 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 23

Resolution 3 (c)

Resolution 3 (c)

To elect Jim Thompson

FOR: 212,759,480 SHARES AGAINST: 832,538 SHARES TOTAL: 213,592,018 SHARES WITHHELD: 2,960 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 25

Resolution 3 (d)

Resolution 3 (d)

To re-elect Stewart Gilliland

FOR: 211,165,874 SHARES AGAINST: 2,427,150 SHARES TOTAL: 213,593,024 SHARES WITHHELD: 1,954 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 27

Resolution 3 (e)

Resolution 3 (e)

To re-elect Stephen Glancey

FOR: 212,902,934 SHARES AGAINST: 690,090 SHARES TOTAL: 213,593,024 SHARES WITHHELD: 1,954 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 29

Resolution 3 (f)

Resolution 3 (f)

To re-elect Andrea Pozzi

FOR: 212,896,224 SHARES AGAINST: 696,794 SHARES TOTAL: 213,593,018 SHARES WITHHELD: 1,960 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 31

Resolution 3 (g (g)

Resolution 3 (g (g)

To re-elect Jonathan Solesbury

FOR: 212,794,737 SHARES AGAINST: 797,497 SHARES TOTAL: 213,592,234 SHARES WITHHELD: 2,744 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 33

Resolution 3 (h)

Resolution 3 (h)

To re-elect Jim Clerkin

FOR: 212,904,234 SHARES AGAINST: 679,413 SHARES TOTAL: 213,583,647 SHARES WITHHELD: 11,331 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 35

Resolution 3 (i)

Resolution 3 (i)

To re-elect Vincent Crowley

FOR: 212,491,858 SHARES AGAINST: 1,101,160 SHARES TOTAL: 213,593,018 SHARES WITHHELD: 1,960 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 37

Resolution 3 (j) j)

Resolution 3 (j) j)

To re-elect Emer Finnan

FOR: 212,494,394 SHARES AGAINST: 1,091,428 SHARES TOTAL: 213,585,822 SHARES WITHHELD: 3,965 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 39

Resolution 4

Resolution 4

To authorise the Directors to fix the auditors’ remuneration.

FOR: 213,576,241 SHARES AGAINST: 12,295 SHARES TOTAL: 213,588,536 SHARES WITHHELD: 6,442 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 41

Resolution 5

Resolution 5

To receive and consider the Report of the Remuneration Committee on Directors’ Remuneration for the year ended 28 February 2019.

FOR: 212,409,822 SHARES AGAINST: 1,181,109 SHARES TOTAL: 213,590,931 SHARES WITHHELD: 4,047 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

AGM | July 2019 | Slide 43

Resolution 6

Resolution 6

To authorise the allotment of shares.

FOR: 191,337,323 SHARES AGAINST: 22,253,753 SHARES TOTAL: 213,591,076 SHARES WITHHELD: 3,902 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 45

Resolution 7

Resolution 7

Special Resolution: To authorise the limited disapplication of statutory pre-emption rights.

FOR: 193,987,517 SHARES AGAINST: 19,603,911 SHARES TOTAL: 213,591,428 SHARES WITHHELD: 3,550 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 47

Resolution 8

Resolution 8

Special Resolution: To authorise the additional 5% disapplication of pre-emption rights.

FOR: 185,251,013 SHARES AGAINST: 28,340,415 SHARES TOTAL: 213,591,428 SHARES WITHHELD: 3,550 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 49

Resolution 9

Resolution 9

Special Resolution: To authorise the purchase by the Company of its own shares.

FOR: 212,530,500 SHARES AGAINST: 846,833 SHARES TOTAL: 213,377,333 SHARES WITHHELD: 217,645 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 51

Resolution 10

Resolution 10

Special Resolution: To determine the price range at which Treasury Shares may be re-issued

• ff-market.

FOR: 205,327,840 SHARES AGAINST: 7,942,761 SHARES TOTAL: 213,270,601 SHARES WITHHELD: 221,394 SHARES NOTE: A vote WITHHELD is not a vote in law and is not counted in the calculation of the proportion of the votes FOR and AGAINST the resolution

C&C Group plc AGM | July 2019 | Slide 53