Annual General Meeting of Shareholders Amsterdam, 21 April 2009 - - PDF document

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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


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SLIDE 1

Annual General Meeting of Shareholders

Amsterdam, 21 April 2009

1. Opening

NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009

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SLIDE 2

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

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SLIDE 3

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%

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SLIDE 4

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

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SLIDE 5

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

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SLIDE 6

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

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 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

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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

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 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.

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SLIDE 10

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

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SLIDE 11

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

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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

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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

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SLIDE 14

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

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3. Report of the Executive Board for the financial year 2008

NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

Executive Board and Chief Operating Officer of the Company

NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009

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12. Communications and questions

NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 21 April 2009

Annual General Meeting of Shareholders

Amsterdam, 21 April 2009