Ontex Group N.v. · EURONEXT:ONTEX
Ontex — Shareholder Meeting (May 2017)
50 slides from Ontex's shareholder meeting presentation, May 24, 2017
Slide 1: General Meeting of Shareholders
General Meeting of Shareholders 24 May 2017
Slide 2: Disclaimer
Disclaimer The information (“Confidential Information”) contained in this presentation is confidential and is provided by Ontex Group NV or one of its subsidiaries (“the Company”) confidentially to you solely for your reference and may not be transmitted or distributed to any other persons for any p
Slide 3: Annual General Shareholders' Meeting
Annual General Shareholders’ Meeting
Slide 4: Opening of the meeting and composition of the bureau
Opening of the meeting and composition of the bureau
Slide 5: Convenings, registrations and attendance formalities
Convenings, registrations and attendance formalities
Slide 6: Validity of the meeting
On Validity of the meeting tex~
Slide 7: Agenda of the Annual General Meeting
Agenda of the Annual General Meeting 1. Annual review (information) 2. Report Auditor (information) 3. Consolidated Accounts (information) 4. Statutory Accounts (for approval) 5. Discharge Directors (for approval) 6. Discharge Auditor (for approval) 7. Appointments Directors (for approval) 8. Remune
Slide 8: Evolution of share capital
Evolution of share capital: Capital increase (ABB March 2017) • € 748.715.885,80 € 823.587.466,38 • 74.861.108 shares 82,347,218 shares Confidential 8
Slide 9: FY 2016: Moving forward on our journey
FY 2016: Moving forward on our journey Annual General Meeting of Shareholders Charles Bouaziz, CEO
Slide 10: 2016: Transforming the business for future growth
2016: Transforming the business for future growth Run rate of €2 billion revenue and diversifying business with further acquisitions Maintained top-line while expanding profitability 2016 Proforma • Strong execution in developing markets offset some weakness in developed markets revenues at cc 1 • 4
Slide 11: 2016: Mabe integration update
2016: Mabe integration update Excellent progress in first year People make the difference Continued strong top-line momentum Delivered procurement synergies Integrated supply chain and operations Ensured financial and IT compliance Confidential 11
Slide 12: 2016: A successful year for our brands
2016: A successful year for our brands Innovations underpin brand portfolio Healthcare iD for Men voted “Product Mexico of the Year” in Belgium Relaunches supported very positive market share momentum in Babycare Turkey From no. 3 to no. 2 Introduced new innovative position Canbebe driven by nationa
Slide 13: 2016: Navigating a challenging environment
2016: Navigating a challenging environment Market growth was slower across all regions Developed markets Developing markets Leading to lower market growth • Increased political uncertainty • Political volatility impacted specific countries Average market growth • Greater promotional activity below m
Slide 14: Growth driven by Mabe and double-digit LFL in developing markets
Growth driven by Mabe and double-digit LFL in developing markets Volume growth compensated for softer pricing environment Group revenue review Sales bridge FY 2016 (€m) 1 993 1 689 • Reported revenue up +18.0% in FY 2016 (+23.7% in Q4) • Pro-forma revenue +1.7% yoy at constant currency including Gru
Slide 15: Adjusted EBITDA margin
Adjusted EBITDA margin Another year of margin expansion while continuing our transformation Key margin drivers Gross margin expansion of 123 bps to 29.4% for FY 2016 • Significant efficiency gains and savings in 2016, including synergies from the Grupo Mabe acquisition • Market prices of some commod
Slide 16: Non-recurring costs
Non-recurring costs 2016 mainly impacted by acquisition related expenses In millions of Euro FY 2016 FY 2015 1 Non recurring income and expenses 12.9 6.8 Factory Closure 0.1 0.1 Business restructuring 2.1 1.3 Acquisition related expenses 4.3 4.0 Asset impairment 0.8 - IPO costs - 0.3 Refinancing cos
Slide 17: Net debt and liquidity
Net debt and liquidity Reported debt position and liquidity as of December 31, 2016 Net Debt (€m) and leverage (x) Net Debt Calculation (€m) 900 849,2 6,00 Gross debt 877.7 800 5,00 Cash & cash equivalents (212.8) 700 660,2 664,9 Net debt 664.9 4.90x 565,9 585,1 4,00 600 504,7 Leverage Calculation (
Slide 18: Outlook
Outlook Strategic progress and priorities • Anticipate to grow revenue ahead of our markets in all Divisions in 2017 • Supported by commercial investments behind our brand portfolio and our retail partners’ brands • Following the acquisition of Hypermarcas personal hygiene, Ontex has a significantly
Slide 19: Q1 2017 highlights
Q1 2017 highlights Positive start to the year and Ontex Brasil integration started Q1 2017 LFL revenue up in all Divisions • Reported Group revenue of €556.9 million for Q1 2017, +23.1% on a reported basis LFL revenue • Q1 like-for-like (LFL) revenue +3.6% +3.6% • Mature Market Retail returning to g
Slide 20: Outlook
Outlook Strategic progress and priorities • Positive start to 2017 allows us to maintain expectation to grow ahead of our markets in all Divisions in FY 2017 • Contribution from Ontex Brazil, with completion announced on March 7, 2017, will also drive Group reported revenue growth in 2017, while inc
Slide 21: Sustainability progress 2016
Sustainability progress 2016 Confidential 21
Slide 22: Sustainability results 2016 (1)
Sustainability results 2016 (1) Confidential 22
Slide 23: Sustainability results 2016 (2)
Sustainability results 2016 (2) Confidential 23
Slide 24: Sustainability results 2016 (3)
Sustainability results 2016 (3) Confidential 24
Slide 25: Corporate Governance & Remuneration Report
Corporate Governance & Remuneration Report Luc Missorten, Chairman of the Board of Directors 25
Slide 26: Corporate Governance
Corporate Governance Governance Board of Directors • Luc Missorten1,2 (Chairman board) • The Board of Directors consists of 8 • Inge Boets1,2 (Chairman A&R Comm) members, whereof 3 members are • Gunnar Johansson1,2 (Chairman N&R Comm) executive directors, 1 member is a non- • Uwe Krüger ² executive
Slide 27: Remuneration Policy
Remuneration Policy Principles: • Rewarding the successful execution of the Ontex strategy • Internal consistency • Pay for performance • Long-term shareholder value creation • Non-executive directors do not receive share-based remuneration (in accordance with Corporate Governance Code). Composition
Slide 28: Shareholding & Remuneration of the CEO and the Management Committee
Shareholding & Remuneration of the CEO and the Management Committee per 31 December 2016 Remuneration Shareholdership Executive Managenemt CEO team Fixed Remuneration € 881.093 € 4.492.544 2016 Bonus € 1.154.232 € 3.015.799 Pension & Benefits €0 € 95.586 On 31 December 2016, the members of Other ele
Slide 29: Documentation and reports
Documentation and reports - Non-consolidated and consolidated annual board reports for the financial year ended 31 December 2016 - Non-consolidated and consolidated annual accounts for the financial year ended 31 December 2016 - Auditor’s reports on the non-consolidated and consolidated annual accou
Slide 30: Q&A
Q&A 30
Slide 31: Agenda
Agenda 1. Presentation of the annual reports of the Board of Directors on the statutory (non- consolidated) and consolidated annual accounts of the Company for the financial year ended 31 December 2016. 2. Presentation of the reports of the statutory auditor on the statutory (non-consolidated) and c
Slide 32: Voting
Voting For Against Withheld Confidential 32
Slide 33: 4. Approval of the statutory annual accounts
4. Approval of the statutory (non-consolidated) annual accounts of the Company for the financial year ended 31 December 2016, including the allocation of results. Proposed resolution: approval of the statutory (non-consolidated) annual accounts of the Company for the financial year ended 31 December
Slide 34: 5. Release from liability of the directors
5. Release from liability of the directors Proposed resolution: approval of the release from liability of the persons who served as directors of the Company during the financial year ended 31 December 2016 for the performance of their duties during the financial year ended 31 December 2016. Confiden
Slide 35: 6. Release from liability of the statutory auditor
6. Release from liability of the statutory auditor Proposed resolution: approval of the release from liability of the statutory auditor of the Company for the performance of its duties during the financial year ended 31 December 2016. Confidential 35
Slide 36: 7. Appointment of directors
7. Appointment of directors Proposed resolution: approval of the appointment of each of the following persons: (a) Michael Bredael, as non-executive director, for a period which will end immediately after the annual general shareholders’ meeting that will consider the approval of the annual accounts
Slide 37: 7. Appointment of directors (continued)
7. Appointment of directors (continued) (b) Regi Aalstad, as independent director, for a period which will end immediately after the annual general shareholders’ meeting that will consider the approval of the annual accounts for the financial year ended 31 December 2020. Confidential 37
Slide 38: 7. Appointment of directors (continued)
7. Appointment of directors (continued) (c) Tegacon Suisse GmbH, with Mr. Gunnar Johansson as permanent representative, as independent director, replacing Tegacon AS, with Mr. Gunnar Johansson as permanent representative for the remaining term of the mandate of Tegacon AS, i.e. for a period which wi
Slide 39: 8. Approval remuneration report
8. Approval remuneration report Proposed resolution: approval of the remuneration report included in the corporate governance statement of the annual report of the board of directors for the financial year ended 31 December 2016. Confidential 39
Slide 40: 9. Appointment statutory auditor
9. Appointment statutory auditor Proposed resolution: approval of the re-appointment of PricewaterhouseCoopers Bedrijfsrevisoren BV CVBA, represented by Peter Opsomer BV BVBA, as statutory auditor of the Company, for a three year term, ending on the date of the Company’s shareholders’ meeting that w
Slide 41: 10. Delegation of powers
10. Delegation of powers Proposed resolution: approval of the following resolution: The general shareholders’ meeting grants a special power of attorney to each director of the Company, as well as to Mr. Jonas Deroo, Mrs. Benedicte Leroy and Mr. Bruno Delhaye, each acting individually and with the p
Slide 42: 11. Miscellaneous
11. Miscellaneous Confidential 42
Slide 43: Voting results
Voting results Agenda-item 4. Statutory accounts Agenda-item 5. Discharge directors Agenda-item 6. Discharge statutory auditor Agenda-item 7. Appointments directors Agenda-item 8. Remuneration report Agenda-item 9. Appointments statutory auditor Agenda-item 10. Delegation of Powers Confidential 43
Slide 44: Closing of the meeting, thank you
CLOSING OF THE MEETING THANK YOU 44
Slide 45: Extraordinary General Shareholders' Meeting
Extraordinary General Shareholders’ Meeting
Slide 46: Opening of the meeting and verifications
Opening of the meeting and verifications • Composition of the Bureau • Convocation formalities • Verification of attendance documents for the shareholders present or represented • Verification of the proxies that we have received for this meeting • Identification of other persons attending this meet
Slide 47: Agenda
Agenda 1. Approval of the proposed modifications to Article 7, §4 of the Articles of Association of the Company. 2. Approval of the proposed modifications to Article 13, §2 and §3 of the Articles of Association of the Company. 3. Delegation of powers. Confidential 47
Slide 48: Validity of the meeting
Ontex— Validity of the meeting
Slide 49: Q&A
Q&A 49
Slide 50: Closing of the meeting, thank you
CLOSING OF THE MEETING THANK YOU 50