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Annual General Meeting of Shareholders Amsterdam, 1 April 2010 - - PDF document
Annual General Meeting of Shareholders Amsterdam, 1 April 2010 - - PDF document
Annual General Meeting of Shareholders Amsterdam, 1 April 2010 NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010 1. Opening NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010 2. Report of the
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Content
2009 full year financial results
Global market developments
Strategy
Strategic agenda
Extended Executive Board to five members in 2009
New Executive Board members New Executive Board members
Canada Spain Netherlands Belgium Germany
Agriculture
Jerry Vergeer
Agriculture
Jerry Vergeer
Specialties
Frank Tielens
Specialties
Frank Tielens
Aquaculture
Knut Nesse
Aquaculture
Knut Nesse
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Nutreco full year results 2009
- EBITA 2nd half year 2009 EUR 134 million: 33.9% higher than 2008
- All businesses reported above or in line with 2nd half 2008
- Operating result 2009 EUR 175.2 million; 3.8% lower than 2008
- Revenue 2009 EUR 4.5 billion; impact lower volumes limited to 3.7%
- Strong cash flow by reduction net working capital by EUR 98 million
- Earnings per share EUR 2.61 (2008: EUR 3.02)
Developments in main raw material prices
100 200 300 400 500 600 700 Soy Wheat USD/MT 2007 H1 2008 H1 2007 H2 2008 H2 2009 H1 2009 H2 H1 200 400 600 800 1000 1200 1400 1600 1800 2000 Peruvian Fishmeal Peruvian Fish oil USD/MT 2007 H1 2008 H1 2007 H2 2008 H2 2009 H1 2009 H2 H1
Soy and wheat price (FAO) Fish oil and fishmeal price Vitamin price (FeedInfo)
5 10 15 20 25 30 35 40 45 Vitamin A 1000 Vitamin E ads. 50% 2007 H1 2008 H1 EUR/KG 2007 H2 2008 H2 2009 H1 2009 H2 H1
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Operating result (EBITA) by activity
‐16.3% 84.1 70.4 Premix and feed specialties 4.3% 20.9 21.8 Animal Nutrition Canada ‐ ‐0.4 34.3 Meat and other ‐94.6% 29.4 1.6 Compound feed Europe ‐1.9% 67.7 66.4 Fish feed 10.2 11.2 Negative goodwill ‐9.4 ‐11.8 Restructuring ‐3.8% 182.1 175.2 Operating result before exceptional items ‐1.5% ‐19.6 ‐19.3 Corporate Total operating result cont. operations Total exceptional items Impairment on acquisitions Other
EUR million
Delta 2008 2009 ‐7.1% 182.9 170.0 0.8 ‐5.2 ‐ ‐7.5 2.9
Net result and EPS
‐8.3% 172.1 157.9 EBIT from continuing operations 2.1 1.4 Share in results of associates 1.3% ‐31.2 ‐31.6 Net financing costs/income 10.8 12.1 Amortization ‐7.1% 182.9 170.0 EBITA 11.1 ‐ Discontinued operations ‐12.1% 105.8 93.0 Profit for the period continuing operations ‐37.2 ‐34.7 Income tax expense EPS from continuing operations Profit including discontinued operations Depreciation EBITDA
EUR million
Delta 2008 2009 ‐13.6% 3.02 2.61 116.9 93.0 4.2% 50.6 52.7 ‐4.6% 233.5 222.7
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Balance sheet
722 606 Trade receivables 228 233 Cash and cash equivalents 12 14 Other current assets 384 356 Inventories 77 89 Other non‐current assets 2,188 2,125 Total Intangible assets Fixed assets Assets (EUR mio)
31.12.08 31.12.09
286 310 479 517 2,188 2,125 Total 12 18 Provisions 63 85 Other liabilities 852 826 Trade payables 595 455 Interest bearing debt Equity Equity & liabilities (EUR mio)
31.12.08 31.12.09
666 741 ‐367 ‐222 Net debt 254 136 Net working capital
Nutreco dividend 2009
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 result on disposed activities
Dividend 2009 of EUR 1.32 (2008: 1.43) is maximum payout percentage of 45%
In August Nutreco already distributed an interim dividend of EUR 0.20
Final dividend of EUR 1.12 can be received in cash or in ordinary shares
Ratio between the value of stock dividend and cash dividend will be determined on 21 April 2010 after closing of the stock market based on the average weighted price during the last three days of the option period (19, 20 and 21 April 2010)
Dividend will be payable to shareholders on 27 April 2010
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Nutreco Agri Vision and AquaVision: > 4,000 participants
Themes AquaVision:
1996: The Nutreco Aqua Business Conference 1998: Managing a sustainable annual growth 2000: Seafood opportunities in the new millennium 2002: Take hold of the future or the future will take hold of you 2004: The sustainable Blue Revolution 2006: Oceans of opportunities 2008: Know the fundamentals – Create your future
2010: Open your eyes – Oceans of opportunities Themes Agri Vision:
2000: Future scenarios for animal food production in Europe 2003: Inspired by Consumers, Endorsed by Society 2005: Empowering Partnerships 2007: Balance the Challenge – Feed, Food & Fuel
2009: Shifting Horizons
Booklet Nutreco 2010 – Feeding the Future
Can we feed 9 billion people in 2050 in a sustainable way?
AquaVision & Agri Vision Conferences from 1996 onwards > 4,000 participants, multi stakeholders from all continents, over 50 countries
2007: we need 3 additional planets to allow 9 billion people to have a North American lifestyle while addressing the concerns of Europe on climate change, animal welfare and sustainability
Agri Vision 2009: ‐ Feeding the World in 2050 ‐ Shifting Horizons
”Doubling the food production while halving the footprint”
2010:
- Sharing the optimism with a wider audience
+
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Animal Nutrition at a critical junction
Plant Growers
- Scarce Resources
- High price volatility
- Climate Change
- Low stocks
- Government policies
- Bio‐energy
Animal Nutrition and Fish Feed
- Nutrition know-how
- Global presence
- Feed-to-food Quality
& Safety, CSR
- Innovation &
Technology
Protein Processors
- Global food
demand will double
- 850 mln underfed,
>1 bln overweight
- ‘Slow food’ versus
‘Laboratory food’
- Higher food prices
(agflation) Co‐products
Surging Demand Struggling Supplies Stressed Surroundings
“More food will have to be produced over the next decades than has been produced during the past 10,000 years combined” (FAO)
Nutreco’s growth perspective
- 1. Focus on new geographic regions and markets with perspective of structural
profitable growth in countries like Brazil, China, Russia and Vietnam
- 2. Participate in the industry consolidation process in markets where Nutreco
has leading positions (Canada/North America, The Netherlands and Spain)
- 3. Further strengthening our global market positions in feed specialties and
fish feed by organic growth and acquisitions
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Acquisition Fri‐Ribe in Brazil
- Acquisition of 51% shareholding in Brazilian animal nutrition and fish feed
company Fri‐Ribe
- Fri‐Ribe is an important player in Brazil for shrimp and tilapia fish feed and also
has important regional market positions in animal nutrition for beef cattle, dairy cattle and for horse feed
- The company has 5 production plants and 6 sales offices spread across
the central and north‐east of Brazil
- Revenues amounted to EUR 47 million in 2008 with 400 employees
- Strong management, dedicated people and distribution network offers Nutreco
substantial scope for selling Nutreco’s feed specialties
- Provides a platform for building a strong position in one of the most important
agriculture growth markets in the world
Acquisition 12 feed plants in Spain and Portugal
- The acquisition of 12 animal feed production facilities from Cargill
- production volume of around 700,000 metric tonnes
- annual sales of approximately EUR 240 million and 450 employees
- After integration and transformation, the acquired business is in two years’ time
expected to contribute a 2‐3% operating margin
- The total consideration is approximately EUR 40 million which includes
integration, transformation and investments in the next two years
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EBITA EUR 230 million remains the medium term target
FY 2006 FY 2007 FY 2008
115 115 158 158 182 182 Organic growth Organic growth M&A M&A
- Volume growth fish feed >5%
- Volume growth animal feed 2‐3%
230 230
FY 2012
Note: Currency effects included in organic growth
FY 2009
175 175
- Cargill (Iberia)
- Fri‐Ribe (Brazil)
Strategic agenda 2010
- 1. Focus on new geographic regions and markets with perspective of structural profitable
growth in countries like Brazil, China, Russia and Vietnam
- 2. Participate in the industry consolidation process in markets where Nutreco has leading
positions (Canada/North America, The Netherlands and Spain)
- 3. Further strengthening our global market positions in feed specialties and fish feed
by organic growth and acquisitions
- 4. Develop new sustainable products and feed solutions to add value to our customer’s
business and grow Nutreco’s product portfolio to higher margin products
- 5. Incorporate CSR targets for management, including all operating companies
- 6. Barring unforeseen circumstances Nutreco expects the following developments for the
first half year of 2010:
- An EBITA before exceptional items to exceed EUR 50 million compared to 2009
(EUR 41.6 million)
- Higher capital expenditure for production capacity expansion and optimisation
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4. Annual Accounts 2009
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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4.1 Adoption of the Annual Accounts
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
4.2 Dividend proposal
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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5. Corporate Governance
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
5.1 Summary of the Corporate Governance policy
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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5.2 Remuneration of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
6. Discharge
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6.1 Discharge of the Executive Board for the conduct of the business
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
6.2 Discharge of the Supervisory Board for its supervisory duties
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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7. Appointment of KPMG Accountants N.V. as external auditor
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
8. Proposal to designate the Executive Board as the corporate body to issue ordinary shares and to restrict or to exclude the pre‐emption rights
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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8.1 Proposal to designate the Executive Board as the corporate body – subject to the approval
- f the Supervisory Board – to issue ordinary
shares and to grant rights to subscribe for
- rdinary 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 1 April 2010
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 1 April 2010
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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 1 April 2010
9.1 Authorisation of the Executive Board – subject to the approval of the Supervisory Board – to buy back the Company’s own
- rdinary shares and Cumulative Preference A
shares as specified in article 10 of the Company’s Articles of Association for a period of 18 months
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9.2 Proposal to cancel Cumulative Preference A shares
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
10. Composition of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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10.1 The end‐of‐final‐term resignation of Mr Y. Barbieux as member of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
10.2 The appointment of Mrs H. Verhagen as a member of the Supervisory Board
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
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11. Amendment of the Articles of Association
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
11.1 Name change (Nutreco N.V. instead of Nutreco Holding N.V.) and other amendments, mainly to bring the existing Articles of Association in line with recent and expected changes in company law
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11.2 Deletion of the quorum requirement of article 31.2 to amend the Articles of Association
NUTRECO HOLDING N.V. Annual General Meeting of Shareholders 1 April 2010
12. Communications and questions
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