Annual General Meeting of Shareholders Amsterdam, 21 April 2009 - - PDF document
Annual General Meeting of Shareholders Amsterdam, 21 April 2009 - - PDF document
Annual General Meeting of Shareholders Amsterdam, 21 April 2009 NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009 1. Opening NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009 2. Report of the
2. Report of the Supervisory Board, of the Audit Committee and of the Remuneration Committee for the financial year 2008
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
3. Report of the Executive Board for the financial year 2008
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
Content
2008 full year financial results
Global market developments
Strategy
Strategic agenda
Solid performance in a volatile year
Revenue up 22.9% to EUR 4.9 billion driven by higher raw material prices and the contribution of acquisitions
Operating result (EBITA) up 14.7% to EUR 182 million with strong results in premix and feed specialities
Spread of activities and strategic positioning provides stability in challenging times
Doubling of 2006 EBITA to EUR 230 million expected to be met in 2010 ‐ 2012
Profit after tax from continuing operations decreased by 6.6% due to higher financing costs and tax rate
Sound balance sheet and healthy capital structure to support future growth
Dividend EUR 1.43; pay out ratio 45%
Revenue development 2008
4,021 4,021
FY 2007
4,943 4,943
FY 2008
607 607 ‐114 ‐114 Organic growth +12% Currency ‐2% Acquisitions +13% Volume ‐ 3% ‐81 ‐81 510 510 Price +15%
EUR mio
Operating result (EBITA) by activity
117.3% 38.7 84.1 Premix and speciality feed ‐101.8% 22.3 ‐0.4 Meat and other ‐4.6% 71.0 67.7 Fish feed 56.6% 85.8 134.4 Animal nutrition 127.2% 9.2 20.9 Animal nutrition Canada 5.6 10.2 Negative goodwill ‐11.1 ‐9.4 Restructuring 14.7% 158.8 182.1 Operating result before exceptional items ‐3.4% ‐20.3 ‐19.6 Corporate Total operating result cont. operations Total exceptional items Other Compound feed Europe
EUR million
Delta 2007 2008 17.8% 155.2 182.9 ‐1.2 ‐3.6 0.8 1.9 ‐ ‐22.4% 37.9 29.4
Net result and EPS
34,317 34,365 Numbers of shares outstanding (average) 15.5% 149.0 172.1 EBIT from continuing operations 0.8 2.1 Share in results of associates 208.9% ‐10.1 ‐31.2 Net financing costs/income 6.2 10.8 Amortization 17.8% 155.2 182.9 EBITA 7.4 11.1 Discontinued operations ‐6.6% 113.3 105.8 Profit for the period continuing operations ‐26.4 ‐37.2 Income tax expense EPS total Nutreco EPS continuing operations Depreciation EBITDA
EUR million
Delta 2007 2008 ‐3.5% 3.46 3.34 ‐6.8% 3.24 3.02 20.8% 41.9 50.6 18.5% 197.1 233.5
Balance sheet
585 706 Trade receivables 208 228 Cash and cash equivalents 15 12 Other current assets 342 384 Inventories 95 77 Other non‐current assets 1,993 2,172 Total Intangible assets Fixed assets
Assets (EUR mio)
31.12.07 31.12.08
319 286 429 479 1,993 2,172 Total 35 12 Provisions 59 63 Other liabilities 750 836 Trade payables 498 595 Interest bearing debt Equity
Equity & liabilities (EUR mio)
31.12.07 31.12.08
651 666
‐290 ‐367 Net debt 177 254 Net working capital
US Private Placement
USD 150 mio
5, 7 and 10 year tranches
6 investors (3 new)
Coupon 7.2 – 8.2%
Successful closing at 8 April
Nutreco will use the notes to repay the maturing USD 46 mio tranche in May 2009
Existing bank debt will be refinanced by long‐term debt
No pressure for the syndicated loan facility renegotiations next year
Nutreco dividend 2008
Nutreco policy is to pay out a dividend in the range of 35‐45% of the total result attributable to holders of ordinary shares excluding impairment and the book result on disposed activities
2008 dividend of EUR 1.43 (2007: 1.64) is maximum payout percentage of 45%
In August Nutreco distributed already an interim dividend of EUR 0.40 (2007: 0.35)
Final dividend of EUR 1.03 can be received in cash or in ordinary shares
Ratio between the value of stock dividend and cash dividend will be based on average weighted price during last 3 days of option period (6, 7 and 8 May 2009)
Dividend will be made payable to shareholders on 14 May 2009
2008 full year financial results Global market developments Strategy Strategic agenda
Content
Increased demand for raw materials Sharp increase in commodity prices Significantly higher vitamin prices Higher feed costs pressured farm margins
2008 a challenging year
First half 2008: Global food crisis Second half 2008: Global financial crisis
Record high harvest quantities of commodities Sharp decline in raw material prices Pressure on liquidity in value chain Shift in consumption of food products
Global feed volume development
Growth of animal feed production of 2.9% in 2008 vs 2007 Global output of animal nutrition has grown nearly 18% in the last 10 years World feed volumes have grown to over 700 million MT in 2008 Salmonid feed volumes approximately 2.5 million MT Salmonid feed volumes impacted by downscaling fish farming activities in Chile due to ISA virus Average annual growth salmonid feed 1999 ‐ 2008: >7%
Global salmonid feed volume development
Source: Feed International, Kontali
Global animal feed production development
150 300 450 600 750 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008E
1.7% 2.0% 2.9%
mio MT 0.0 0.5 1.0 1.5 2.0 2.5 3.0
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008E 10% 11% ‐1%
mio MT 100 200 300 400 500 600 700
Soy Wheat
market price USD/ MT
2006 2008 2007
High volatility in raw material prices
Soy and wheat price development Fish oil and meal price development
200 400 600 800 1000 1200 1400 1600 1800 2000
Peruvian Fish meal Peruvian Fish oil
market price USD/MT
2006 2008 2007
5 10 15 20 25 30 35 40 45
Vit A 1000 Vit E ads.50% 2006 2008
market price EUR/KG
2007
Vitamin price development Poultry meat prices and production cost in Spain
0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6
- Avg. broiler production cost
Broiler real spot price 2006 2008 2007 market price EUR/KG
Source: FAO, Crystal Ocean, TNI GPG, MAYPA Spain, Company data
2008 full year financial results Global market developments Strategy Strategic agenda
Content The leading animal nutrition and fish feed company
Our Vision
In a world with limited natural resources and a growing population, Nutreco plays a leading role in developing and supplying the most efficient and sustainable feed solutions.
Our Mission
Nutreco is a global leader in animal nutrition. We deliver high‐quality and sustainable feed solutions and add value to our customer’s business by developing and supplying innovative products and concepts that support the best performance of farmed animals and fish.
Nutreco: a global player in animal nutrition and fish feed
Global animal feed market is fragmented
Top 10 suppliers have a 13% worldwide market share Leading local positions in compound feed industry
Market shares Nutreco: Canada 23%, The Netherlands 14%, Spain 10% Premix and feed specialities industry is more consolidated
4 global players, with a joint global market share of about 50%
Nutreco’s Trouw Nutrition has a global number 2 position in premix with a 12% market share Global salmon feed industry is concentrated: top 3 >90%
Nutreco’s Skretting is the number 1 salmon feed producer with about 35% market share
Leading position in fish feed for other species in developed markets
Nutreco ranks the top 3 of the global animal nutrition industry in revenues
Animal nutrition/fish feed Animal nutrition/fish feed
An attractive position in the value chain…
Protein producers/processors Protein producers/processors Plant growers/co‐products Plant growers/co‐products
Scarce raw materials High price volatility Climate change Low stocks Government policies Bio‐energy Global growth of food demand 850 mio people undernourished >1 billion people overweight ‘Slow food’ vs ‘Laboratory food’ Higher food prices Nutritional know‐how Global presence Feed‐to‐Food safety Quality assurance Leading and responsible Innovation and technology
Global developments Farmer and animal needs
Raw material volatility Scarce raw materials Ecological awareness Population growth Increasing health awareness Socio‐ demographic change Climate change Government policies
...with a strong response to global developments and customer needs
Feed safety and sustainability Yield and profit improvement Animal health Animal welfare Multi species full range feeding programs Single ingredient feed supplements Nutritional knowledge and technology Raw material substitution know‐how Feed‐to‐Food safety and CSR Global sourcing
Creating value by active portfolio management
Increasing scarcity and volatility of raw materials → Feed additives become more important Population growth from 6.6 to 9.2 billion in 2025: demand increase for food, fish and meat in particular → Increasing animal feed and fish feed demand Meat & fish producers and processors Plant growers and ingredient producers at a critical junction Animal nutrition and fish feed 2007 ‐ 2008 Leader in animal nutrition and ‘one Nutreco’ make the core stronger 2004 ‐ 2007 Rebalancing for growth ‘back to the core’ 2009 ‐ 2012 Innovation and focus
- n feed additives
Meat & dairy processor Meat & dairy processor Farmers / animal producers Farmers / animal producers Complete feed producer Complete feed producer Formulator / producer premix and specialities Feed additive distributor Feed additive distributor Ingredient producer Ingredient producer
Nutreco’s portfolio will grow to higher margin products
Concentrate Complete feed
High concentrate premix Feed additives
Feed ingredients Feed products
Macro minerals Protein Energy Volume
* Inclusion rate: percentage of inclusion in final product
Margin 0.1‐0.3%* 1‐5%* 5‐10%* 100%*
1% 5% 10% 100% 3% 4% 6% 10%
Basic feed additives e.g. vitamins e.g. sodium e.g. soya e.g. grain
Premix/Farm minerals
e.g. health additives
Feed specialities Feed specialities Feed additives specialities Feed additives specialities
A closer look at Nutreco’s feed specialities portfolio
Milk replacers, mineral supplements and transition feeds Milk replacers, mineral supplements and transition feeds Piglet feed and transition feeds Piglet feed and transition feeds Starters including zooplankton diets and medicated feed Starters including zooplankton diets and medicated feed Nutritional feed additives Digestive enhancers Disease preventing Flavours and pigments Nutritional feed additives Digestive enhancers Disease preventing Flavours and pigments Hatchery and breeder feeds Hatchery and breeder feeds
2008 full year financial results
Global market developments
Strategy
Strategic agenda
Content Stability in challenging times
Strategic choices in recent years have strengthened the business Nutreco well‐positioned in the value chain Spread of activities provides stability Nutreco has a strong balance sheet and a healthy capital structure Nutreco is more cautious in the allocation and usage of the financial room resulting
in a prudent approach in acquiring new companies
The EBITA result of EUR 182 million in 2008 is a step forward to double 2006 EBITA Doubling of 2006 EBITA to EUR 230 million expected to be met by 2010 ‐ 2012
Doubling EBITA remains the target
FY 2006 FY 2007 FY 2008
115 115 155 155 183 183 Organic Growth Organic Growth M&A M&A
- BASF premix (global)
- Nutreco Canada
- Interkim (Turkey)
- Marine Net (Japan)
- Silver Cup (US)
- Biofaktory (Czech)
- Copaga (Spain)
- Volume growth fish feed >5%
- Volume growth animal feed 2‐3%
Organic 22% Acquisitions 13% Organic ‐3% Acquisitions 21%
230 230
FY 2010 ‐ 2012
- Volume growth fish feed
- Volume growth animal feed
Note: Currency effects included in organic growth
Agenda
Nutreco will continue to focus on growth in animal nutrition and fish feed In particular, in 2009 Nutreco will:
Strengthen market positions in feed specialities and additives by organic growth and acquisitions
Strengthen R&D and new product pipeline through focus on innovation
Sharpen working capital management and reduce cost
Maintain a healthy capital structure to support future growth
Nutreco will start giving quarterly trading updates in 2009
Financial calendar:
29 April: Q1 trading update
30 July: Half‐year results
29 October: Q3 trading update
3. Report of the Executive Board for the financial year 2008
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
4. Annual Accounts 2008
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
4.1 Adoption of the Annual Accounts
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
4.2 Dividend proposal
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
5. Corporate Governance: summary of the Corporate Governance policy
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
6. Discharge
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
6.1 Discharge of the Executive Board for the conduct of the business
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
6.2 Discharge of the Supervisory Board for its supervisory duties
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
7. Appointment of KPMG Accountants N.V. as external auditor
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
8. Authorisation to issue ordinary shares and to restrict or to exclude the pre‐emption rights
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
8.1 Proposal to authorise the Executive Board – subject to the approval of the Supervisory Board – to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 8 of the Company’s Articles of Association for a period of 18 months
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
8.2 Proposal to designate the Executive Board as the corporate body authorised – subject to the approval of the Supervisory Board – to restrict
- r to exclude pre‐emption rights as provided
for in article 9 of the Company’s Articles of Association for a period of 18 months
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
9. Authorisation to buy back own ordinary shares and Cumulative Preference A shares and proposal to cancel Cumulative Preference A shares
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
9.1 Authorisation of the Executive Board – subject to the approval of the Supervisory Board – to buy back the Company’s own ordinary shares and Cumulative Preference A shares as specified in article 10 of the Company’s Articles of Association for a period of 18 months
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
9.2 Proposal to cancel Cumulative Preference A shares
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
10. Composition of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
10.1 The end‐of‐term resignation of Mr J.A.J. Vink as a member of the Supervisory Board and his re‐appointment
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
10.2 The end‐of‐final‐term resignation of Mr L.J.A.M. Ligthart as the vice‐chairman and member of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
10.3 The appointment of Mr R.J. Frohn as a member of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
10.4 The appointment of Mr A. Puri as a member of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009
11. Composition of the Executive Board – resignation
- f Mr J.B. Steinemann as member of the