Page ANNUAL GENERAL MEETING 30 June 2020
Page Agenda 1. Opening 2. Review 2019 ( discussion and voting points ) 3. Discharge of liability ( voting point ) 4. Remuneration policies ( voting point ) 5. Composition of the Supervisory Board ( voting point ) 6. Designation of the Management Board to issue shares and exclude pre-emptive rights ( voting point ) 7. Authorization of the Management Board to acquire shares ( voting point ) 8. Any other business 9. Closing
Page 3 1. Opening
Page 4 2. Review 2019
Page 5 2. a. Presentation by the Management Board on the financial year 2019 ( for discussion )
Page 6 Income statement fx adj. 2019 2018 change change EUR million change 2,690 2,379 311 13% 12% Revenue and other income Gross profit 599 536 63 12% 11% Gross profit in % of revenue 22.3% 22.5% Operating EBITA¹ 225 202 23 11% 10% Operating EBITA in % of revenue 8.4% 8.5% Amortisation of intangible assets (44) (37) Non recurring items (4) (2) Net finance costs (27) (23) Result before income tax 150 139 Income tax expenses (41) (39) 108 100 8 Result for the period 8% Cash Earnings per share (weighted) 2.85 2.53 0.32 13% ¹ Result from operating activities before amortization of intangibles and non-recurring items
Page 7 Cash EPS - proposed dividend EUR million 2019 2018 change change Result for the year 108 100 8 8% Amortisation of intangible assets 44 37 Tax credits related to amortisation (3) (5) Cash earnings 149 133 17 13% Weighted average number of share (x milion) 52.5 52.4 Cash earnings per share (weighted) in EUR 2.85 2.53 0.32 13% Proposed cash dividend per share 0.90 0.80 0.10 13% Proposed dividend payment (x EUR milion) 47 42 Proposed pay out ratio 32% 32%
Page 8 Balance Sheet EUR million 31 December 2019 31 December 2018 change 4 Property, plant and equipment 29 25 Right-of-use assets 61 61 102 Intangible assets 1,141 1,040 Other fin. assets/def tax assets 40 47 (7) Working capital 436 400 36 Provisions/employee benefits (28) (31) 2 6 Deferred tax liabilities (77) (84) Capital employed 1,602 1,219 383 80 Equity 867 786 Equity in % of capital employed 54% 60% 125 Loans and borrowings minus cash 735 611 Total financing 1,602 1,219 383
Page 9 Free cash flow EUR million 2019 2018 change Operating EBITA 225 202 23 Depreciation 22 5 17 Operating EBITDA 247 208 39 Lease payments (22) (22) Share based payments 3 2 1 Adjusted Operating EBITDA 228 210 18 Capex (5) (4) (1) ∆ Working capital 1 (1) (39) 39 Free cash flow 222 166 56 Cash conversion ratio 2 97.4% 79.3% 18.1% ¹ Inventories, Trade and other receivables and Trade and other payables 2 Free cash flow in percentage of Operating EBITDA
Page 10
Page 11 2. b. Renumeration Report 2019 ( voting point – advisory vote )
Page 12 2. c. Presentation by the external auditor on the audit of the 2019 financial statements ( for discussion )
Page 13
Page 14 2. d. Proposal to adopt the financial statements 2019 ( voting point )
Page 15 2. e. Proposal to adopt a dividend of EUR 0.90 per share in cash ( voting point )
Page 16 3. Discharge of liability
Page 17 3. a. Discharge from liability of the members of the Management Board for the performance of their duties in 2019 ( voting point )
Page 18 3. b. Discharge from liability of the members of the Supervisory Board for the performance of their duties in 2019 ( voting point )
Page 19 4. Remuneration policies
Page 20 4. a. Proposal to adopt the revised remuneration policy for the Management Board ( voting point )
Page 21 4. b. Proposal to adopt a remuneration policy for the Supervisory Board ( voting point )
Page 22 5. Composition of the Supervisory Board
Page 23 5. a. Proposal to reappoint Janus Smalbraak ( voting point )
Page 24 5. b. Proposal to appoint Valerie Diele-Braun ( voting point )
Page 25 5. c. Proposal to appoint Amy Hebert ( voting point )
Page 26 6. Designation of the Management Board to issue shares and exclude pre-emptive rights
Page 27 6. a. Designation to issue shares ( voting point )
Page 28 6. b. Designation to restrict or exclude pre-emptive rights on shares as described under 6.a. ( voting point )
Page 29 7. Authorization of the Management Board to acquire shares ( voting point )
Page 30 8. Any other business
Page 31 9. Closing
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