Aryzta Ag · SIX:ARYN
Aryzta — Shareholder Meeting (December 2009)
73 slides from Aryzta's shareholder meeting presentation, Dec 3, 2009
Slide 1: 2009 AGM
ARYZTA AG 2009 AGM 3 December 2009
Slide 2: Merger – A Reminder
ARYZTA AG Merger – A Reminder 2 © ARYZTA, December 2009
Slide 3: Milestones since Announcement of Merger
Milestones since Announcement of Merger June 2008 ➔ Announcement Date July 2008 ➔ IAWS shareholder approval August 2008 ➔ Hiestand shareholder approval August 2008 ➔ Admission of ARYZTA to SIX & ISE September 2008 ➔ ARYZTA proforma results FY 2008 March 2009 ➔ ARYZTA changes from dual-listing to pri
Slide 4: Highly Complementary Businesses
Highly Complementary Businesses – Operating in the speciality bakery segment > focus on innovative product development – Delivery through foodservice and retail channels > in partnership with an extensive network of customers – Intellectual property in manufacturing – Extensive direct store distribu
Slide 5: 10 Year Track Record of IAWS Pre Merger
10 Year Track Record of IAWS Pre Merger 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 CAGR Group revenue (€m) 850 982 1,102 1,215 1,231 1,276 1,408 1,557 1,908 2,661 13.5% Total operating profit (€m)* ** 47.5 59.9 70.9 83.9 92.6 105.6 120.1 137.5 173.1 224.4 18.8% Free cash flow (pre disposal €m
Slide 6: IAWS Speciality Bakery Business & Hiestand Track Record
IAWS Speciality Bakery Business & Hiestand – 5 Year Track Record Pre Merger 140 IAWS EBITA*** **** 125 Hiestand EBITA*** ***** 120 108 100 80 77 € million 65 60 48 44 40 35 30 27 22 20 0 2003*/2004** 2004*/2005** 2005*/2006** 2006*/2007** 2007*/2008** * 12 Months to 31 December ** 12 Months to 31 Ju
Slide 7: Medium Term Outlook Post Merger
Medium Term Outlook Post Merger "Management targets to double earnings base within 5 years" Merger Announcement 9 June 2008 – Double digit EPS Growth > 50% organic > 50% acquisition/investment – Mid-teens ROI – Cash conversion from operating profit – Strong balance sheet 7 © ARYZTA, December 2009
Slide 8: Corporate Governance
ARYZTA AG Corporate Governance 8 © ARYZTA, December 2009
Slide 9: Corporate Governance
Corporate Governance – Framework set out in pre-merger prospectus July 2008 – Balancing best practice from Switzerland and Ireland – Board framework – Annual Report pp 21 – 36 > Board reduced from 15 directors to 11 during the year, 8 non-executive directors and 3 executive directors > Audit Committ
Slide 10: Risk Statement
Risk Statement – Group Risk Statement – Pg. 37 Annual Report – Risk map developed by business – Risk map used by Internal Audit – Risk map informs Swiss Internal Control Systems [ICS] 10 © ARYZTA, December 2009
Slide 11: Responsibility
Responsibility – Responsibilty Statement – Pg. 38 Annual Report – Decentralised business model – Understand and respect local cultures – Promoting: > Culture of Responsibility > Culture of Integrity > Culture of Respect > Culture of Sustainability 11 © ARYZTA, December 2009
Slide 12: Remuneration
Remuneration – Remuneration determined by independent non-executive committee – Executive remuneration policy > Align executive interests with shareholder interests > Secure, reward and retain executives > Incentivise long term value creation > Minimise long term liabilities (pension risks) > Avoid
Slide 13: Remuneration
Remuneration Compensation to Executive Management for fiscal year 2009 comprises: Total Executive Highest Earner in CHF '000 Management Owen Killian Basic salaries 3,188 1,277 Variable compensation 2,920 1,277 Benefits in kind 240 83 Pension contributions 478 191 Executive Incentive Plan 3,267 1,307
Slide 14: Business Review
ARYZTA AG Business Review 14 © ARYZTA, December 2009
Slide 15: Our Business
Our Business – Zurich based Swiss AG > Operations in Europe, North America, South East Asia and Australia – Created in August 2008 – merger of Hiestand and IAWS – Primary listing in Zurich (SIX; ARYN), and secondary listing in Dublin (ISE; YZA) – Focused on leading innovation, technology and brands
Slide 16: ARYZTA Segmental Reporting Structure
ARYZTA Segmental Reporting Structure ARYZTA AG Shareholder 71.4% Food Europe – Coup de Pates – Cuisine de France – Origin – Delice de France – Hiestand Food North America – La Brea Bakery – Otis Spunkmeyer Food Developing Markets – Hiestand 16 © ARYZTA, December 2009
Slide 17: Origin
Origin Origin ARYZTA AG is the majority share- holder (71.4%) in Origin Enterprises plc, which has a listing on the AIM in London and the IEX in Dublin (AIM:OGN,IEX:OIZ). Origin is a lead- ing player in the agri-nutrition sector in Ireland, the UK, Poland and Norway and has a leading ambient food an
Slide 18: Origin IPO
Origin IPO 1997 – 2007 – IAWS focus on speciality bakery – Original core provided cash for speciality bakery expansion – Limited development opportunities in core activities due to EU policy 2007 – EU policy change – direct farm payments – Creates impetus for Origin IPO 18 © ARYZTA, December 2009
Slide 19: Origin IPO 2007
Origin IPO 2007 – IPO of Origin enabled growth > New source of capital (€100m raised in IPO) > Separate governance > Incentivised management > Eliminated conflict of capital allocation between speciality bakery business and Origin > Separate non-recourse banking in both Origin and speciality bakery
Slide 20: Excellent Long Term Outlook for Origin
Excellent Long Term Outlook for Origin – World food demand set to increase > Population will expand by 50% > Demand for agricultural produce will increase by 70% – Global agricultural production > Farmers competing with industry and increased urbanisation for depleting water reserves > Asia and the
Slide 21: Origin – Strategic Repositioning since 2007 IPO
Origin – Strategic Repositioning since 2007 IPO – Operating profit base has doubled – €170m invested in first 12 months as listed company – Masstock acquisition > Driver of growth since acquisition > May be scalable > Develop integrated agronomy for sustainable future 21 © ARYZTA, December 2009
Slide 22: Origin Property 2007
Origin Property 2007 – Development land in Ireland at record high levels – Origin property capable of development over 3 – 5 year period – Transfer from IAWS to Origin at fair value > Revaluation arising – Development prospect of urban renewal for Cork – Vision for waterfront properties to replace g
Slide 23: Origin Property 2009
Origin Property 2009 – Post Lehman collapse – banking crisis – Deterioration of Irish economy – recession September 2008 – Collapse of Irish property market – 70% (non-cash) impairment of Origin property – Reversed 2007 revaluation – Sites still utilised for original activity 23 © ARYZTA, December 2
Slide 24: Origin as an Investment
Origin as an Investment – Under IFRS Origin is consolidated > With adjustment for minority interest – Investment of 95m shares or 71.4% – Value of holding c.€199.4m** – Trades at 5x EBITDA* ** – Origin is actively repositioning for future growth potential * Based on EBITDA of € 83m and net debt of €
Slide 25: ARYZTA Segmental Reporting Structure
ARYZTA Segmental Reporting Structure ARYZTA AG Shareholder 71.4% Food Europe – Coup de Pates – Cuisine de France – Origin – Delice de France – Hiestand Food North America – La Brea Bakery – Otis Spunkmeyer Food Developing Markets – Hiestand 25 © ARYZTA, December 2009
Slide 26: Our Markets – Food Europe
Our Markets – Food Europe Food Europe Food Europe has leading market positions in the speciality bakery market in Switzerland, Ger- many, Poland, the UK, Ireland and France. In Europe, ARYZTA has a mixture of business to business and consumer brands, including Hiestand, Cuisine de France, Delice de
Slide 27: Food Europe: Hiestand
Food Europe Hiestand Hiestand offers a broad range of innovative bakery products (croissants, bread, rolls, pastries, snacks, pretzels) and the com- prehensive services to actively pro- mote sales. Hiestand provides added value for business-to-busi- ness customers. Through the close-knit logistical
Slide 28: Food Europe: Coup de Pates
Food Europe Coup de Pates Coup de Pates is the principal brand of Groupe Hubert, a leading developer and distributor of bak- ery products to the bakery, craft and foodservice sectors in France. Groupe H ubert offers its custom- ers bread, viennoiserie, patisserie, traiteur and reception products.
Slide 29: Food Europe: Cuisine de France
Food Europe Cuisine de France Cuisine de France offers the con- sumer traditional French breads, pastries and also a wide range of continental-style breads, confec- tionery and hot savoury items. Cuisine de France provides a com- plete bake-off solution primarily to the retail industry, as well as s
Slide 30: Food Europe: Delice de France
Food Europe Delice de France Delice de France supplies high quality continental breads, viennoiserie, savoury and confec- tionery products, including hospitality goods, primarily to the foodservice and catering industry. The business offers premium solutions tailored to meet future customer and cons
Slide 31: Our Markets – Food North America
Our Markets – Food North America Food North America Food North America has leading market positions in freshly baked cookies and freshly baked artisan bread. The business has two iconic brands which evoke emo- tional appeal with the US con- sumer, namely Otis Spunkmeyer and La Brea Bakery. 31 © ARY
Slide 32: Food North America: La Brea Bakery
Food North America La Brea Bakery La Brea Bakery is widely credited as the pioneer and leader of the ar- tisan bread movement in America. La Brea Bakery offers a wide as- sortment of rustic breads ranging from baguettes and loaves to sandwich and dinner rolls. 32 © ARYZTA, December 2009
Slide 33: Food North America: Otis Spunkmeyer
Food North America Otis Spunkmeyer Otis Spunkmeyer is a leading, pre- mium fresh baked goods brand in its US market categories. An iconic brand, it has strong recognition and awareness across a national customer base in the foodservice and retail channels. 33 © ARYZTA, December 2009
Slide 34: Our Markets – Developing Markets
Our Markets – Developing Markets Food Developing Markets ARYZTA has embryonic businesses in Japan, Malaysia and Australia. This gives ARYZTA an excellent op- portunity to understand the cus- tomer diversity and opportunity in this vast market. 34 © ARYZTA, December 2009
Slide 35: Total Baked Goods Market
Total Baked Goods Market Market Value €260bn at RSP Latin America 15% Asia Pacific 13% Australasia 1% Middle East & Africa 6% Eastern Europe 7% North America 20% Western Europe 38% 35 © ARYZTA, December 2009 Based on market research reports produced by GIRA 2006 and Euromonitor 2007
Slide 36: Speciality Bakery Market
Speciality Bakery Market Speciality Bakery Market – €30bn at RSP ROTW 6% €1.8bn Asia Pacific 17% €5.1bn Europe 47% €14.1bn North America 30% €9bn 36 © ARYZTA, December 2009 Based on market research reports produced by GIRA 2006 and Euromonitor 2007
Slide 37: Market Growth – Speciality Bakery
Market Growth – Speciality Bakery 35 12% Per capita consumption 10 Year CAGR 30 10% 10 year CAGR Value Added Bakery 25 € per head per annum 8% 20 6% 15 4% 10 2% 5 0 0 Europe USA Asia Pacific Middle East 37 © ARYZTA, December 2009 Based on market research reports produced by GIRA 2006 and Euromonitor
Slide 38: Food to Go and Convenience Food – Non-Discretionary Consumer Spending
Food to Go and Convenience Food – Non-Discretionary Consumer Spending Entertainment 4.9% Healthcare 5.7% Clothes & services 3.9% Alcohol & Tobacco 1.7% Fruit & veg 1.2% Insurance & pension 10.9% Education 1.8% Meats 1.6% Non alcoholic Misc 7.1% drinks 0.7% Misc 1.8% Bakery 0.6% Transport 17.6% Food
Slide 39: Value Added Business Model
Value Added Business Model Restaurants People & Technology Cumulative value added Convenience Catering Retailing Delivery & Execution Delivered through consumer Manufacture channels Quick Service Hotels & Restaurants Leisure Primary Sourcing Multiple Retail 39 © ARYZTA, December 2009
Slide 40: ARYZTA Business Strategy
ARYZTA Business Strategy – Customer focus through value added partnership model – Leverage on investment in products, technology and brands – Decentralised management teams which are motivated, incentivised and focused – Organic growth complimented by opportunity for strategic expansion – Continuous
Slide 41: FY 2009 Review
ARYZTA AG FY 2009 Review 41 © ARYZTA, December 2009
Slide 42: Highlights FY 2009
Highlights FY 2009 – First annual results for ARYZTA AG – Merger of Hiestand and IAWS Group August 2008 – Underlying EPS growth of 16.0% to 234.7 cent – Proposed dividend payout of 35.2 cent per share based on a payout ratio of 15.0% of underlying fully diluted EPS – Origin Enterprises underlying ea
Slide 43: Year in Review
Year in Review – Q1 – Global financial crisis – Recession spread and deepened throughout the year – Substantial financial stimulus – Credit severely restricted – Reduced consumer spending – Banking crisis became consumer crisis 43 © ARYZTA, December 2009
Slide 44: Implications of Financial Crisis
Implications of Financial Crisis – Reduced spending + restricted credit – Increased credit risk ➔ – Impact on customers: > Reducing costs > Reducing investment > Delaying decisions 44 © ARYZTA, December 2009
Slide 45: Bakery Business
Bakery Business – Bakery everyday food – Basic and sustainable – Indulgent and affordable – Challenge to deliver everyday consumer experience – Consistent high quality baked goods – Consistent availability through dayparts 45 © ARYZTA, December 2009
Slide 46: Food Europe
Food Europe – Revenue growth declined each quarter – Ireland and UK most impacted > Reduced cost base > Grangecastle enhanced efficiency – Continental Europe proved resilient > Expanding channel penetration > Utilising logistics capability – Unlocked merger benefits 46 © ARYZTA, December 2009
Slide 47: Food North America
Food North America – Revenue growth declined each quarter – Consumer seeking value – conserving $ – Most channels show declining revenues – Consumer slowdown continuing – La Brea Bakery proved resilient – Otis Spunkmeyer growth driver 47 © ARYZTA, December 2009
Slide 48: Outlook
Outlook – Efficient and well invested business model – Cash remains a priority over revenue – Customers and consumers in survival mode – September 2008; did not predict severity of recession – September 2009; cannot predict recovery – Double digit revenue growth to declining revenue growth (12 month
Slide 49: Finance Review July 2009 (in Euro)
ARYZTA AG Finance Review 31 July 2009 (in Euro) 49 © ARYZTA, December 2009
Slide 50: ARYZTA AG Income Statement
ARYZTA AG Income Statement Annual Report Pg 11 Proforma in Euro `000 July 2009 July 20086 % Group revenue 3,212,270 3,134,201 2.5 Group operating profit1 280,409 245,017 14.4 Share of associates and JVs2 17,525 17,455 Operating profit incl. associates and JVs1 297,934 262,472 13.5 Finance cost, net
Slide 51: ARYZTA AG Underlying Revenue Growth
ARYZTA AG Underlying Revenue Growth 2009 Annual Report Pg 12 Food Food N. Developing Total in Euro million Food Europe1 America Markets1 Food Group Origin2 Total Group revenue 1,137.2 555.1 20.4 1,712.7 1,499.6 3,212.3 Underlying growth (2.2)% 12.5% 1.5% 1.9% (8.4)% (3.0)% Acquisitions 2.2% – – 1.6%
Slide 52: ARYZTA AG Segmental Operating Profit Performance
ARYZTA AG Segmental Operating Profit Performance1 Annual Report Pg 12 Food Food N. Developing Total in Euro '000 Food Europe America Markets Food Group Origin Total Group Operating Profit 135,103 67,481 2,123 204,707 75,702 280,409 Growth 11.4% 30.1% 129% 17.6% 6.7% 14.4% Operating Margin1 11.9% 12.
Slide 53: Underlying Net Profit Reconciliation
Underlying Net Profit Reconciliation Annual Report Pg 11 Food Group Origin Total Group in Euro `000 2009 2009 2009 Reported net profit 94,633 (56,825) 54,010 Amortisation of intangible assets 42,983 3,294 46,277 Tax on amortisation (10,800) (380) (11,180) Property write down – 134,543 134,543 Tax o
Slide 54: Food Group Income Statement
Food Group Income Statement Annual Report Pg 11 Proforma in Euro `000 July 2009 July 2008³ % Group revenue 1,712,754 1,635,362 4.7 Group operating profit1 204,707 174,091 17.6 Operating margin 12.0% 10.6% Share of JV2 13,808 15,203 Operating profit incl. JV1 218,515 189,294 15.4 Financing costs, net
Slide 55: Food Group Cash Generation
Food Group Cash Generation Annual Report Pg 15 in Euro `000 July 2009 EBIT 161,724 Amortisation 42,983 EBITA 204,707 Depreciation 54,628 EBITDA 259,335 Working capital movement 24,675 Dividends received 18,830 Ongoing capital expenditure (15,047) Interest & tax (53,562) Other 2,126 Cash flow generat
Slide 56: Food Group Net Debt and Investment Activity
Food Group Net Debt and Investment Activity Annual Report Pg 16 in Euro `000 Food Group Food Group proforma opening net debt as at 31 July 2008 (552,562) Cash flow generated from activities 236,357 Investment capital expenditure (63,006) Deferred consideration and acquisition costs (76,497) Foreign
Slide 57: Food Group Financing Facilities
Food Group Financing Facilities Annual Report Pg 16 ARYZTA's banking facilities and financial covenants (excluding Origin, which is separately financed) are as follows: Description Revolving credit Private placement Principal €795m $450m Maturity 20 June 2013 13 June 2014 – 13 June 2019 Net Debt : E
Slide 58: Group Balance Sheet
Group Balance Sheet Annual Report Pg 17 Total Group in Euro `000 2009 Property, plant and equipment 664,532 Investment properties 62,975 Goodwill and intangible assets 1,498,430 Associates and joint ventures 139,351 Working capital (14,871) Other segmental liabilities (93,592) Segmental net assets 2
Slide 59: Dividend
Dividend Annual Report Pg 18 – Dividend payout based on underlying profit excluding non-recurring items and amortisation – Proposed dividend > 15.0% of underlying fully diluted EPS > CHF 0.5324 before 35% Swiss witholding tax – Timetable for dividend > Shareholder approval 3 December 2009 (General a
Slide 60: Vielen Dank!
ARYZTA AG Vielen Dank! 60 © ARYZTA, December 2009
Slide 61: 2009 AGM December 2009
ARYZTA AG 2009 AGM 3 December 2009 61 © ARYZTA, December 2009
Slide 62: 2009 General Assembly Agenda
ARYZTA AG 2009 General Assembly Agenda 2009 Generalversammlung Traktanden 3 December 2009
Slide 63: 1. Approval of the annual report
1. Approval of the annual report Genehmigung des Jahresberichts 1. Approval of the annual report (including the 1. Genehmigung des Jahresberichts (einschliess- corporate governance report), the annual financial lich des Corporate Governance Berichts), der statements and the consolidated financial s
Slide 64: 2. Conversion of general (legal) reserves into unrestricted reserves
2. Conversion of general (legal) reserves into unrestricted reserves Verwendung des Bilanzgewinns Motion Antrag The Board of Directors proposes that general (legal) reserves in Der Verwaltungsrat beantragt, allgemeine Reserven in der Höhe the amount of CHF 1,065,329,000 be converted into unrestricte
Slide 65: 3. Appropriation of available earnings
3. Appropriation of available earnings Motion Verwendung des Bilanzgewinns Motion Antrag The Board of Directors proposes that the available earnings Der Verwaltungsrat beantragt, den Bilanzgewinn wie folgt be approriated as follows: zu verwenden: in CHF in CHF Transfer from share premium to Umwandlu
Slide 66: 4. Discharge of the members of the Board of Directors
4. Discharge of the members of the Board of Directors Entlastung der Mitglieder des Verwaltungsrates Motion Antrag The Board of Directors proposes that discharge be granted to Der Verwaltungsrat beantragt, den Mitgliedern des Verwaltungsrates the members of the Board of Directors for their activitie
Slide 67: 5. Re-election of the members of the Board of Directors
5. Re-election of the members of the Board of Directors Wiederwahl der Verwaltungsratsmitglieder Motion Antrag The Board of Directors proposes that Albert Abderhalden, Noreen Der Verwaltungsrat beantragt, Albert Abderhalden, Noreen Hynes, Hynes, Hugo Kane, and Owen Killian be re-elected as members o
Slide 68: 6. Election of auditors
6. Election of auditors Wahl der Revisionsstelle Motion Antrag The Board of Directors proposes that PricewaterhouseCoopers AG, Der Verwaltungsrat beantragt, die PricewaterhouseCoopers AG, Zürich, Zurich, be elected as auditors for the 2010 business year. als Revisionsstelle für das Geschäftsjahr 201
Slide 69: 7. Amendments of Articles of Association
7. Amendments of Articles of Association Statutenänderungen 7.1 Amendment of Article 5 of the Articles of Association 7.1 Änderung von Artikel 5 der Statuten Motion Antrag The Board of Directors proposes to replace Article 5 of the Articles of Der Verwaltungsrat beantragt, Artikel 5 der Statuten dur
Slide 70: 7. Amendments of Articles of Association
7. Amendments of Articles of Association Statutenänderungen c) The Board of Directors is authorized to withdraw the pre-emptive c) Der Verwaltungsrat ist ermächtigt, Bezugsrechte der Aktionäre aus- rights of the shareholders and to allocate them to third parties in zuschliessen und diese Dritten zuz
Slide 71: 7. Amendments of Articles of Association
7. Amendments of Articles of Association Statutenänderungen 7.2 Amendment of Article 6 of the Articles of Association 7.2 Änderung von Artikel 6 der Statuten Motion Antrag The Board of Directors proposes to replace Article 6 of the Articles of Der Verwaltungsrat beantragt, Artikel 6 der Statuten dur
Slide 72: 7. Amendments of Articles of Association
7. Amendments of Articles of Association Statutenänderungen Explanation Erklärung As of 1 January 2010, the new Swiss Federal Act on Intermediated Am 1. Januar 2010 tritt das neue Bundesgesetz über die Bucheffekten Securities (ISA) will enter into force. The ISA substitutes the current (BEG) in Kraf
Slide 73: 2009 AGM
ARYZTA AG 2009 AGM 3 December 2009