Anora Group Oyj · OMXHEX:ANORA
Anora Group Oyj — Shareholder Meeting (April 2024)
54 slides from Anora Group Oyj's shareholder meeting presentation, Apr 17, 2024
Slide 1: Welcome to Anora Group Plc's Annual General Meeting 2024
Welcome to Anora Group Plc´s Annual General Meeting 2024 17 April 2024
Slide 2: Audience entrance and exits
t yleisékulku / audience entrance TANSSIN sas I it iene TALO Tekninen : tila emergency exit g & g 5 @
Slide 3: Ohjeet/Instructions
Ohjeet/Instructions 1. Liitä kuuloke vastaanottimeen 2. Kytke vastaanotin päälle 3. Valitse kanavasta kieli 1. Connect the headset to the receiver 2. Turn on the receiver 3. Select the desired language from the channel KANAVAT: 0 = alkuperäinen kieli 1 = suomi 2 = english Annual General Meeting 2024
Slide 4: Annual General Meeting 2024
Annual General Meeting 2024 Chairman of the Board of Directors Michael Holm Johansen 17 April 2024
Slide 5: Anora's Board of Directors
Anora’s Board of Directors Michael Holm Johansen Jyrki Mäki-Kala Kirsten Ægidius Christer Kjos Florence Rollet Chairperson Vice Chairperson Member Member Member Shareholdings: 80,000 Shareholdings: 13,600 Shareholdings: 6,100 Shareholdings: - Shareholdings: 4,620 Chair of the Human Resources Chair o
Slide 6: The Board agenda in 2023 and growth strategy up to 2030
Our growth strategy up to 2030 The Board agenda in 2023 The wine and spirits Scale our position in Focus on restoring margins and powerhouse in the Denmark and Swedish, Norwegian the Baltics to strengthening leadership and Finnish cement our markets. regional • Succession of CEO and key EMT roles le
Slide 7: Remuneration 2023
Remuneration 2023 • The remuneration to the Board members and the CEO for TOTAL REMUNERATION AND FINANCIAL DEVELOPMENT OVER 2023 is in line with Anora’s Remuneration Policy adopted by THE PAST THREE YEARS the AGM in 2020, and the decision of the AGM in 2023. • The total compensation of the Board mem
Slide 8: Remuneration policy
Remuneration policy • The Board of Directors proposes to the Annual General Meeting that the amended Remuneration Policy for governing bodies be adopted. The resolution is advisory in accordance with the Finnish Companies Act. • The proposed key changes of the Remuneration Policy for the governing b
Slide 9: Dividend proposal by Anora's Board of Directors
Dividend proposal by Anora’s Board of Directors • Anora’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.22 per share be paid for the financial year 2023. • In its proposal the Board aims to maintain a stable or increasing dividend with a dividend payout ratio of
Slide 10: Opening of the meeting and procedural items
1 Opening of the meeting 2 Calling the meeting to order 3 Election of persons to scrutinize the minutes and to supervise the counting of votes 4 Recording the legality of the meeting 5 Recording the attendance at the meeting and adoption of the list of votes Annual General Meeting 2024 | 17 April 20
Slide 11: Presentation of the Financial Statements and Auditor's Report
6 Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2023 • Review by CEO Jacek Pastuszka • Presentation of the Auditor’s Report / Principal auditor Markku Katajisto Annual General Meeting 2024 | 17 April 2024 | 11
Slide 12: CEO Jacek Pastuszka
ANORA CEO Jacek Pastuszka
Slide 13: Annual General Meeting April 2024
Annual General Meeting 17 April 2024 CEO Jacek Pastuszka
Slide 14: Agenda
Agenda • Summary of the year 2023 • Financial review • Outlook 2024 Annual General Meeting | 17 April 2024 14
Slide 15: Anora's Executive Management Team
Summary of the year 2023 Anora’s Executive Management Team Jacek Pastuszka Janne Halttunen Risto Gaggl Johanna Sundén CEO SVP, Wine SVP, Industrial CHRO Sigmund Toth Kirsi Puntila Mikkel Pilemand CFO SVP, Spirits CGO Joined Anora in October International career Previously, Risto worked as Prior to j
Slide 16: The leading wine and spirits brand house in the Nordic region
Summary of the year 2023 The leading wine and spirits brand house in the Nordic region and an industry forerunner in sustainability Finland Norway Wine Spirits Wine Spirits #1 #1 #1 #1 Sweden Denmark Wine Spirits Wine Spirits #3 #1 #1 #2 Baltics Germany Wine Spirits Aquavit #9 #6 #1 Market positions
Slide 17: Strong and versatile portfolio of leading own and partner brands
Summary of the year 2023 Strong and versatile portfolio of leading own and partner brands Key Anora brands Key partner brands Wine Wine Spirits Spirits Annual General Meeting | 17 April 2024 17
Slide 18: Net sales increased; profitability declined
Summary of the year 2023 Net sales increased; profitability declined ̶ Impairments weakened operating result and distributable funds Net sales, Comparable EBITDA, Comparable EBITDA EBITDA, EUR million EUR million margin, % EUR million 726.5 (702.7) 68.2 (76.1) 9.4 (10.8) 67.5 (67.9) Implemented cost
Slide 19: Net sales breakdown
Summary of the year 2023 Net sales breakdown Industrial Industrial Sweden 21% 21% 23% Travel Wine retail & 46% Anora exports Net sales 4% Net sales Partner Net sales own by by brands by brand brands segments Baltics countries* 48% Categories* 52% 4% Norway 17% Spirits Denmark 33% 16% Finland 15% *Ne
Slide 20: Net sales increased by 3.4% in 2023
Financial Review Net sales increased by 3.4% in 2023 Group net sales, external, EURm Wine Spirits Industrial • 2023 net sales: 726.5 (702.7) MEUR, up by 702.7 726.5 3.4% 665.0 155 138 160 • Wine growth driven by Globus Wine 225 233 237 acquisition in Denmark as of Q3 2022. 303 310 334 • Spirits net
Slide 21: Comparable EBITDA was down by 10.4% from last year
Financial Review Comparable EBITDA was down by 10.4% from last year Decline mainly due to lost partners in Wine, high input costs and weaker currencies Comparable EBITDA, EURm and % of net sales • Comparable EBITDA margin was 98.3 101.0 -10.4% 9.4 (10.8)%. -10.4% 76.1 80.7 1.1 68.2 • An exceptional
Slide 22: Wine
Financial Review Wine Net sales growth due to Globus Wine NET SALES (TOTAL), MEUR New own and partner wines and tender wins +5.6% Partner wines • Net sales increased by 5.6% to EUR 334.3 (316.6) million, due to Globus 316.6 334.3 Wine being reported as part of Anora’s Wine segment as of 1 July 2022.
Slide 23: Spirits
Financial Review Spirits Successful product launches and awards Sweden – Barracuda Caribbean Dark Finland – Helmi Salted Liquorice-Cream liquor, Net sales increased by 1.4 % NET SALES (TOTAL), MEUR Latitude Smoky Whisky and Artic Italian Citrus Dry Gin +1.4% Gilde Juleaquavit 2023 won a prestigious
Slide 24: Industrial
Financial Review Industrial Total net sales decreased by 5.6% NET SALES (TOTAL), MEUR -5.6% • Total net sales decreased to EUR 285.5 269.5 269.5 (285.5) million, driven by lower starch and feed sales. Internal 125.5 114.3 • External net sales decreased by 3.0%. • Internal net sales decreased mostly
Slide 25: Cash flow and net debt
Financial Review Cash flow and net debt Net debt/comprable Net cash flow, Net debt, EUR million EBITDA, EUR million EUR million 135.3 137.5 2.0x (-0.4) (300.9) (4.0x) Net cash flow improved due to Net debt decreased thanks to increased sales of receivables and strong cash flow from operations lower
Slide 26: Our long-term financial targets for 2030
Financial Review Our long-term financial targets for 2030 Actual Actual Long-term financial targets for 2030 2023 2022 Annual net sales growth 3–5% 3.4% 5.7% including M&A, majority being organic Comparable EBITDA margin 16% 9.4% 10.8% Through focus on margin accretive business and scale benefits on
Slide 27: Outlook 2024
Outlook 2024 Outlook 2024 MARKET OUTLOOK 2024: In 2024, the volumes in our key markets are expected to be slightly lower than in 2023 due to challenging economic conditions. GUIDANCE 2024: In 2024, Anora’s comparable EBITDA is expected to be EUR 75-85 million (2023: EUR 68.2 million). Annual General
Slide 28: Q&A
Q&A Annual General Meeting | 17 April 2024 28
Slide 29: Appendix
Appendix Annual General Meeting | 17 April 2024 29
Slide 30: Consolidated income statement
Financial Review Consolidated income statement EUR million 2023 2022 Net sales 726.5 702.7 Other operating income 20.3 10.9 Materials and services -441.4 -414.3 Employee benefit expenses -103.8 -93.8 Other operating expenses -134.1 -137.6 Depreciation, amortisation and impairment -98.8 -33.2 Operati
Slide 31: Consolidated balance sheet
Financial Review Consolidated balance sheet EUR million 31 Dec 31 Dec EUR million 31 Dec 31 Dec 2023 2022 2023 2022 EQUITY AND LIABILITIES ASSETS Equity attributable to owners of the parent Non-current assets Share capital 61.5 61.5 Invested unrestricted equity fund 336.8 336.8 Goodwill 304.3 310.5
Slide 32: Thank you
Thank you
Slide 33: Auditor's Report 2023
Auditor’s Report 2023 Anora Group Plc’s Annual General Meeting PricewaterhouseCoopers Oy Authorised Public Accountants Markku Katajisto Authorised Public Accountant (KHT), auditor in charge
Slide 34: Audit 2023
Audit 2023 What we have audited Group financial statements ● Group financial statements audit scope ● Parent company financial ● The group audit included the parent statements company and the most significant subsidiaries covering the majority of net sales, assets and liabilities. Key audit matters
Slide 35: To the Annual General Meeting of Anora Group Plc
To the Annual General Meeting of Anora Group Plc In our opinion • the consolidated financial statements give a true and fair view of the group’s financial position and financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU • the financial statements gi
Slide 36: 7 Adoption of the Financial Statements
7 Adoption of the Financial Statements Annual General Meeting 2024 | 17 April 2024 | 36
Slide 37: Resolution on the use of profit and payment of dividend
8 Resolution on the use of profit shown on the balance sheet and the payment of dividend According to the Financial Statements on 31 December 2023, the parent company’s distributable funds amount to EUR 100,191,758, including loss for the period of EUR 11,539,890. The Board of Directors proposes to
Slide 38: Resolution on the discharge of Board members and CEO from liability
9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability Annual General Meeting 2024 | 17 April 2024 | 38
Slide 39: Consideration of the Remuneration Report
10 Consideration of the Remuneration Report for the governing bodies The Board of Directors proposes to the Annual General Meeting that the Remuneration Report for the governing bodies for the year 2023 be adopted. The resolution is advisory in accordance with the Finnish Companies Act. Annual Gener
Slide 40: Consideration of the Remuneration Policy
11 Consideration of the Remuneration Policy for the governing bodies The Board of Directors proposes that to the Annual General Meeting that the amended Remuneration Policy for governing bodies be adopted. The resolution is advisory in accordance with the Finnish Companies Act. The proposed key chan
Slide 41: Presentation by the Chairman of the Shareholders' Nomination Board
Presentation by the Chairman of the Shareholders’ Nomination Board 12 Resolution on the remuneration of the members of the Board of Directors 13 Resolution on the number of members of the Board of Directors 14 Election of the members of the Board of Directors Annual General Meeting 2024 | 17 April 2
Slide 42: Chairman of the Shareholders' Nomination Board Stein Erik Hagen
Annual General Meeting 2024 Chairman of the Shareholders’ Nomination Board Stein Erik Hagen Annual General Meeting 2024 | 17 April 2024 42 |
Slide 43: Resolution on the remuneration of Board members 1/2
Resolution on the remuneration of the members of the Board of Directors 1/2 The Shareholders’ Nomination Board proposes that the remuneration to be paid to the Board members elected by the Annual General Meeting will be an annual fee as follows: • EUR 70,000, Chairperson (current EUR 65, 000) • EUR
Slide 44: Resolution on the remuneration of Board members 2/2
Resolution on the remuneration of the members of the Board of Directors 2/2 In addition to the annual fees, the Board members elected by the Annual General Meeting would receive a meeting fee for the Board of Directors and Board Committee meetings of EUR 650 (current EUR 600) per meeting and EUR 1,3
Slide 45: Resolution on the number of Board members
Resolution on the number of members of the Board of Directors The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be seven. Annual General Meeting 2024 | 17 April 2024 | 45
Slide 46: Election of the members of the Board of Directors
Election of the members of the Board of Directors The Shareholders’ Nomination Board proposes that the current members Kirsten Ægidius, Michael Holm Johansen, Christer Kjos, Annareetta Lumme-Timonen, Jyrki Mäki-Kala, Florence Rollet and Torsten Steenholt would be re-elected as members of the Board o
Slide 47: Resolution on the remuneration of the auditor
15 Resolution on the remuneration of the auditor Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid against an invoice approved by the company. The same applies to the fees relating to the audit of the company
Slide 48: Election of the auditor
16 Election of the auditor Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy be re-elected as the company’s auditor for a term that ends at the close of the next Annual General Meeting. PricewaterhouseCoopers
Slide 49: Election of the sustainability auditor
17 Election of the sustainability auditor Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy be elected as the sustainability auditor for a term that ends at the close of the next Annual General Meeting. Annual
Slide 50: Authorization to resolve on repurchase of company's own shares
18 Authorization of the Board of Directors to resolve on the repurchase of the company’s own shares The number of shares to be repurchased by virtue of the authorization shall not exceed 6,755,362 shares in aggregate, which corresponds to approximately 10.0 percent of all the company’s shares at the
Slide 51: Authorization on share issuance for acquisitions
19 Authorization of the Board of Directors to resolve on the issuance of shares for the purposes of financing or carrying out corporate acquisitions or other arrangements The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of s
Slide 52: Authorization on share issuance for remuneration purposes
20 Authorization of the Board of Directors to resolve on the issuance of shares for remuneration purposes The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares in one or several tranches, against or without consideratio
Slide 53: Closing of the meeting
21 Closing of the meeting Annual General Meeting 2024 | 17 April 2024 | 53
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