Netcompany Group A/s · OMXCOP:NETC
Netcompany Group A/s — Shareholder Meeting (May 2023)
53 slides from Netcompany Group A/s's shareholder meeting presentation, May 2023
Slide 1: Netcompany Group A/S Annual General Meeting 2023
NETCOMPANY GROUP A/S ANNUAL GENERAL MEETING 2023
Slide 2: Welcome
Welcome . 2022 has been an exciting year in a challenging environment and the fourth full year as a listed company. Share price decreased by 58.2% during 2022 Netcompany had close to 25,000 registered despite delivering within guided shareholders at 31 December 2022 expectations Netcompany Group A/S
Slide 3: Participating during the Annual General Meeting
Participating during the Annual General Meeting . In order to vote and ask questions you must join the meeting through the virtual meeting solution. Go to: https://www.netcompany.com/int/Investor-Relations/General-meetings and select the livestream link for shareholders. Login with your username and
Slide 4: Questions and comments during the Annual General Meeting
Questions and comments during the Annual General Meeting . To ask a question or give a comments during the meeting follow the instructions below • Click on the Q&A icon. • Type your question or comment into the box at the bottom of the screen. • Press ‘Send’ to submit your question. 4
Slide 5: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 6: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 7: Our higher purpose
Our higher purpose Sustainable, prosperous societies driven by digitisation By building flexible, scalable and secure digital solutions, Netcompany is positioned to drive Europe towards a sustainable future in a decade of digitalization 7
Slide 8: Highlights 2022
Highlights 2022 . In 2022 an enhanced Go-To-Market vertical strategy has been implemented. We accomplished new strategic wins in the EU – across geographies and Intrasoft/Netcompany. The Intrasoft/Netcompany collaboration has matured. The integration strategy has proven successful and is being conti
Slide 9: Enhanced Go-To-Market strategy
Enhanced Go-To- Market strategy Based on domain insight, Netcompany has enhanced our "Go-To-Market" approach driven by the purpose to help governments and businesses across markets to become successful and sustainable. 9
Slide 10: Strategic industries
Strategic industries . Tax and Customs Energy and The acquisition of Public Utilities Netcompany-Intrasoft has safety Finance enhanced and strengthened Based on deep knowledge, Digital Telecoms Netcompany’s already solid Netcompany solutions Healthcare Core banking platform Netcompany participates i
Slide 11: Netcompany at a glance
HIGHLIGHTS 2022 Netcompany at a glance Netcompany is one of Europe’s fastest growing and most successful IT services companies, leading the way in showing how digital transformation can create strong, sustainable societies, successful companies and better lives for us all. Our ambition is to become
Slide 12: Netcompany in numbers
HIGHLIGHTS 2022 Netcompany in numbers . 12
Slide 13: Netcompany ambition Equity story
HIGHLIGHTS 2022 Netcompany ambition Equity story . Netcompany’s ambition is to become a market leader within IT services in Europe 13
Slide 14: Strategic wins 2022
HIGHLIGHTS 2022 Strategic wins 2022 . European Digital Netcompany-Intrasoft was selected as the provider of development, consultancy, and support services for Identity Wallet The European Digital Identity Wallet (EDIW). It will support the objectives of the European Digital Identity Framework to imp
Slide 15: Strategic wins 2022
HIGHLIGHTS 2022 Strategic wins 2022 . Netcompany was selected to continue to Netcompany UK Ltd was awarded a Netcompany is responsible for the As a strategic partner, Netcompany is provide development, maintenance and contract by HM Revenue and Customs to development, maintenance and supporting Møll
Slide 16: Strategic wins 2022
HIGHLIGHTS 2022 Strategic wins 2022 . Rijkswaterstaat chose Netcompany for Netcompany has continued and Reseptformidleren is the hub of Netcompany-Intrasoft has, together with further development, hosting plus expanded the partnership with Blue the e-prescription chain and the Netcompany Netherlands
Slide 17: Employee development Q4 2022
HIGHLIGHTS 2022 Employee development Q4 2022 . Comments Avg. FTEs increased to 6,906 3,865 » Average employee age mid 30s. 268 » FTEs grew by 3,119 from 2021 to 2022 driven by the 23 58 inclusion of Netcompany-Intrasoft. 3,509 226 Non-client facing 206 3,041 Freelancers » Non-client facing proportio
Slide 18: Income statement
HIGHLIGHTS 2022 Income statement . DKK million 2022 2021 change Comments Revenue 5,544.6 3,632.0 52.7% » Revenue increased by 52.7% to DKK 5,544.6m in reported Costs of services -3,772.2 -2,298.7 64.1% currencies where organic revenue accounted for 14.9 percentage points. High level of activity in N
Slide 19: Revenue
HIGHLIGHTS 2022 Revenue . Revenue in DKK million Comments 2021 2021 pro-forma basis 2022 » Revenue increased 52.5% in constant currencies. Organic revenue grew 14.7% and non-organic revenue growth was 37.8%. High level +52.5% of activity in Netcompany UK and Netcompany-Intrasoft were the main growth
Slide 20: Gross profit margin
HIGHLIGHTS 2022 Gross profit margin . Gross profit margin (before depreciation and amortisation) Comments 2021 2021 pro-forma basis 2022 » Gross profit margin decreased by 5 percentage points to 32.5% in constant currencies. The inclusion of Netcompany-Intrasoft was -0.7pp the main reason for the lo
Slide 21: Adjusted EBITDA margin
HIGHLIGHTS 2022 Adjusted EBITDA margin . Adjusted EBITDA margin (before allocated cost from HQ) Comments 2021 2021 pro-forma basis 2022 » Adjusted EBITDA margin at Group level decreased by 4.6 percentage points to 20.7%. -1.8pp » Margin in Denmark decreased by 1.8 percentage points to 30.2% 32.0% 30
Slide 22: Cashflow
HIGHLIGHTS 2022 Cashflow . DKK million 2022 2021 change Comments Operating profit (EBIT) 839.4 703.8 19.3% » In 2022, free cash flow was DKK 602.7m compared to DKK 408m in 2021, which was an increase of DKK 194.7m driven by improved Depreciation and amortisation 272.7 139.2 95.9% earnings and improv
Slide 23: Revenue visibility
HIGHLIGHTS 2022 Revenue visibility . Public segment Private segment Total Netcompany Group DKKm DKKm 4,179.9 426,8 10.2% 1.547,5 37.0% 2,890.1 219,5 7.6% 1.256,6 43.5% 1,289.7 207,3 16.0% 290,9 22.6% 2.205,6 52.8% 1.414,0 48.9% 791,6 61.4% Contractual Contractual Non Total Contractual Contractual No
Slide 24: 2022 Financial performance and guidance 2023
HIGHLIGHTS 2022 2022 Financial performance and guidance 2023 . Actual Updated Original Target performance target Target Financial metrics in constant currencies 2023 2022 Q3 2022 2022 - Organic revenue growth in Netcompany Core - 13.7% 14-16% 14-19% Group organic revenue growth - 14.7% 14-16% 13-18%
Slide 25: Compliance review
HIGHLIGHTS 2022 Compliance review . The Danish Business Authority has commenced compliance review of Netcompany Group A/S’ annual reports for 2020 and 2021. The Danish Business Authority has after balance sheet date decided finally that the earn out payment related to the acquisition of QDelft B.V.
Slide 26: Corporate Governance
Corporate Governance . Transparency and constructive stakeholder dialogue is key to Netcompany. Corporate governance is important as it sets out the guidelines for the management. Netcompany observes the new Recommendations on Corporate Governance from December 2020 and fully complies with all 40 re
Slide 27: Annual Board – Internal evaluation
Annual Board – Internal evaluation . Annual evaluation of Board performance The conclusion of the evaluation was that the Board works well and there is no current was conducted in 2022. need for any additional committees currently. The evaluation was conducted internally, The evaluation discussions
Slide 28: Diversity targets met
Diversity targets met . Diversity is an important factor and at Netcompany we celebrate and encourage a broad definition of diversity. We reached our target for the share of women at the managerial level, with 17% women in 2022. The Board of Directors had an equal distribution of genders in 2022. Va
Slide 29: ESG key points
ESG key points . Environment Social Governance We use technology to build and support green We build digital solutions to strengthen societies sustainable solutions Trust is a crucial factor in all business dealings and businesses We ensure a safe and healthy working environment We educate society a
Slide 30: Environmental, Social and Governance
HIGHLIGHTS 2022 Environmental, Social and Governance . Scope 1, 2, 3 and energy consumption *Due to availability of more complete data and accurate emissions factors, we have recalculated scope 1, 2 and 3 emissions from previous years. The targets for 2022 were adjusted accordingly. Renewable energy
Slide 31: Questions?
‘HOCHID y t Ne Netcompany Questions ?
Slide 32: The Board of Directors' proposals
The Board of Directors´ proposals . The board of directors proposes that: The Annual General Meeting takes note of the Board of Director’s report on the Company’s activities in 2022. The Company’s Annual Report 2022 be approved. The net profit for the financial year ended 31 December 2022 be allocat
Slide 33: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 34: Remuneration Report
HIGHLIGHTS 2022 Remuneration Report . Audited remuneration report. In line with Danish and international corporate governance guidelines. Remuneration packages were put in place in connection with the IPO in 2018 and the first proposed increase for the Board of Directors in 2022. Key points of polic
Slide 35: Remuneration elements
HIGHLIGHTS 2022 Remuneration elements . 35
Slide 36: Remuneration of Executive Management
HIGHLIGHTS 2022 Remuneration of Executive Management . André Rogaczewski Total Executive Claus Jørgensen COO Thomas Johansen CFO Management CEO -27.1% 28,850 1.124 7.701 21,043 1.219 DKK’000 7.648 6.831 Fixed Base salary 5,084 5,084 2,825 0 Short Term Incentive Plan, STIP 0 0 0 Benefits 485 508 226
Slide 37: The Board of Directors' proposal
The Board of Directors’ proposal . The Board of Directors proposes the Remuneration Report 2022 be approved in the advisory voting by the General Meeting. 37
Slide 38: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 39: Remuneration of members of the Board of Directors
Remuneration of members of the Board of Directors . Kept at the same level as approved at the Annual General Meeting 2022 Members of the Board of Direc- The Chairman of the Board of The Deputy Chairman of the tors shall receive a base fee of: Directors shall receive: Board of Directors shall receive
Slide 40: Committee work
Committee work . As approved at the Annual General Meeting 2022 Chairman of the Audit Members of the Audit Members, including the Members, including the Committee shall receive an Committee shall receive an chairman of the chairman of the annual committee annual committee Remuneration Committee Nomi
Slide 41: The Board of Directors' proposal
The Board of Directors’ proposal . The Board of Directors proposes the described remuneration level to the Board of Directors for 2023 to be approved by the General Meeting. 41
Slide 42: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 43: Proposal to re-elect the following members to the Board of Directors 1/2
Proposal to re-elect the following members to the Board of Directors 1/2 . Bo Rygaard Åsa Riisberg Susan Cooklin Juha Christensen 43
Slide 44: And to elect Bart Walterus as a new member of the Board of Directors
And to elect Bart Walterus as a new member of the Board of Directors 2/2 . Nationality: Belgian Born: 1961 Independence: Yes Executive Positions: None Non-executive positions: Aviation Training Organisation (ATO) (m), Koninklijke vliegclub De Wouw, not for profit (m) Special competencies: Bart has e
Slide 45: The Board of Directors' proposal
The Board of Directors’ proposal . The Board of Directors proposes re-election of Bo Rygaard, Juha Christensen, Åsa Riisberg, and Susan Cooklin as Board members. In addition, the Board of Directors proposes election of Bart Walterus as Board member. 45
Slide 46: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 47: Proposal to re-elect EY as Company Auditor
Proposal to re-elect EY as Company Auditor . The Board of Directors proposes re-election of: EY Godkendt Revisionspartnerselskab, registration no. 30 70 02 28 47
Slide 48: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 49: Proposal regarding authorisation to acquire treasury shares
Any proposal submitted by the Board of Directors regarding authorisation to acquire treasury shares . The Board of Directors proposes to prolong the authorisation to acquire treasury shares, such that the Board of Directors is authorised in the period until 2 March 2028 to approve the acquisition of
Slide 50: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor
Slide 51: 9.a. Proposal to amend Articles of Association Section 5.1
9.a. Proposal from the Board of Directors to approve the amended Articles of Association Section 5.1 . Withdrawn 51
Slide 52: 9.b. Proposal to amend Articles of Association Section 5.2
9.b. Proposal from the Board of Directors to approve the amended Articles of Association Section 5.2 . The Board of Directors proposes that the General Meeting approves the amended Articles of "In the period until 2 March 2028 21 May 2023, the Association, section 5.2. Board of Directors is authoris
Slide 53: Agenda of today
Agenda of today . 1 The Board of Directors’ report on the Company's activities in the past financial year. 2 Presentation and approval of the Company’s audited Annual Report 2022. 3 A resolution on the distribution of profit in accordance with the adopted Annual Report. 4 Presentation of and advisor