Caesarstone Ltd. · NASDAQ:CSTE

Caesarstone — Caesarstone Sdot-Yam — Proxy Contest (November 2015)

48 slides from Caesarstone's proxy contest presentation, Nov 18, 2015

  1. Slide 1: Presentation to ISS

    Exhibit 99.1 Presenters: Dr. Ofer Borovsky, Chairman of Nominating Committee, Independent & External Irit Ben-Dov, Director Independent & External Director Yos Shiran, CEO Presentation to ISS November 18, 2015 1

  2. Slide 2: Disclaimer

    Disclaimer These slides and the accompanying oral presentation may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward- lo

  3. Slide 3: Part I: Caesarstone's Business

    Part I: Caesarstone’s Business 3

  4. Slide 4: Global Leader in the Attractive Quartz Surface Market

    Global Leader in the Attractive Quartz Surface Market Strong Performance Through the Cycle Company Overview ($mm) • 27 years of leadership • Strong premium brand associated with quality, innovation and excellent service • 12% global market share (by volume) • Distribution network across over 50 coun

  5. Slide 5: Key Investment Highlights

    Key Investment Highlights • Premium brand with superior customer value proposition • Leading manufacturer in high growth quartz surfaces market • Strong, diversified global distribution platform • World-class marketing, R&D and manufacturing capabilities • Proven track record of growth and product i

  6. Slide 6: Caesarstone's Superior Value Proposition

    Caesarstone’s Superior Value Proposition • Premium product with unique - combination of high quality and long- lasting beauty • Trend-setting innovation with top design • High service level with comprehensive sales and marketing approach • Caesarstone’s quartz surfaces are used as countertops in mor

  7. Slide 7: Leading Global Footprint with Diverse Revenue Mix

    Leading Global Footprint with Diverse Revenue Mix Canada USA Direct Singapore distribution Indirect distribution Australia 7

  8. Slide 8: Positioned to Capture Growth from Quartz Penetration

    Positioned to Capture Growth from Quartz Penetration $81BN Global Countertop Market Material Segmentation (2014 sales) 2014 Quartz Share of Countertop Market by Region (by volume) Source: Freedonia, February 2015; Company estimates Note: Quartz share based on value 8

  9. Slide 9: The U.S. Remains a Significant Opportunity

    The U.S. Remains a Significant Opportunity Caesarstone continues to execute on its go-to-market strategy in the U.S. driven by increasing quartz penetration Caesarstone U.S. Revenue Performance U.S. Market Penetration (by ($mm) volume) 50% 1% increase in 23% penetration ≈ $350mm1 42% 21% 9% YoY orga

  10. Slide 10: World Class Manufacturing and R&D Capabilities

    World Class Manufacturing and R&D Capabilities Differentiated Approach • Unique advanced technological capabilities • Continued investment in IP and know-how protected products • Product superiority with zero defect policy • High standards (ISO, Leed, NSF SCS, Greenguard) • High throughput and lean

  11. Slide 11: 11

    11

  12. Slide 12: Proven Track Record of Growth and Innovation

    Proven Track Record of Growth and Innovation • Proven ability to enter and develop key markets • Continued introduction of innovative new products 1987 1988 1998 1999 2003 2006 2009 2011 Market Entry Israel Europe Australia U.S. Canada & China South Brazil South Africa East Asia 1987 2003 2009 2010

  13. Slide 13: Strong Growth and Profitability

    Strong Growth and Profitability Revenue ($mm) Gross Profit and % Margin ($mm) YoY YoY Growth: 22.2% 30.6% 14.2% 20.2% 25.5% Growth: 45.6% 33.2% 22.2% 27.3% 17.0% Adj. EBITDA and % Margin ($mm) Adj. Net Income and % Margin 1 ($mm) YoY YoY Growth: 46.8% 16.4% 18.2% 32.1% 27.1% Growth: 85.9% 16.8% 26.6

  14. Slide 14: Quarterly Financial Performance

    Quarterly Financial Performance Revenue ($mm) Adj. EBITDA ($mm) YoY Growth YoY Growth ’11-’12 28.5% 14.2% 4.6% 13.6% ’11-’12 18.9% 13.9% 18.2% 22.4% ‘12-’13 13.5% 17.9% 21.6% 27.0% ‘12-’13 28.9% 36.9% 18.4% 47.1% ‘13-’14 23.5% 30.4% 30.7% 17.4% ‘13-’14 25.4% 23.3% 42.4% 16.1% ‘14-’15 14.2% 9.9% 11.0

  15. Slide 15: Cash Flow Supports Future Growth

    Cash Flow Supports Future Growth Capital Expenditure ($mm) Adj. EBITDA Less Capital Expenditure ($mm) % of % of revenue: 2.8% 3.4% 4.5% 7.7% 19.3% revenue: 22.6% 19.3% 18.9% 18.0% 6.7% • Strong cash flow generation and growth enabling • 5th production line at Bar-Lev cost $24mm $20mm dividend distri

  16. Slide 16: 2015 Year-to-Date Financials

    2015 Year-to-Date Financials • Revenue growth of 11.5% YoY, 22.3% on a constant currency basis: § U.S. up 22.7% despite slower housing growth, reflecting continued Quartz conversion § Australia up 21.3% on a constant currency basis, driven by our new products success (new Calacatta and Statuario) an

  17. Slide 17: Caesarstone's Growth Prospects

    Caesarstone’s Growth Prospects • Strengthen the brand through investment in strong R&D and continue developing Premium innovative new colors, designs and textures Brand • Increase awareness of our premium brand by continuing to focus on quality, service and implementation of our proven marketing app

  18. Slide 18: Part II: 2015 Annual General Meeting

    Part II: 2015 Annual General Meeting 18

  19. Slide 19: Introduction

    Introduction ©caesarstone 19

  20. Slide 20: Summary

    Summary • Caesarstone’s board has proposed a board slate of 9 directors to be approved by the Company’s shareholders, including 3 members of Kibbutz Sdot-Yam (the “Kibbutz”) and 6 independent directors - one U.S.- trained director, two external directors under Israeli law and three additional indepe

  21. Slide 21: History of the Kibbutz's Ownership and Management of Caesarstone

    History of the Kibbutz’s Ownership and Management of Caesarstone • The Kibbutz founded Caesarstone in 1987. The Company was managed until 2008 by Kibbutz members, and commencing 2009 it has been managed by the current non- affiliated CEO, with a majority of non-affiliated management • The Company wa

  22. Slide 22: Caesarstone's Relationship with the Kibbutz

    Caesarstone’s Relationship with the Kibbutz • What is a kibbutz? § A kibbutz (plural: kibbutzim) is a self-governed community of members who share certain social ideals and economic interests on a communal basis § Located in Israel and originally primarily agricultural in orientation, many kibbutzim

  23. Slide 23: The Kibbutz Seeks to Control the Company's Board

    The Kibbutz Seeks to Control the Company’s Board • If the two new Kibbutz nominees are elected, five out of nine board seats will be held by Kibbutz members or its nominees § Three Company-nominated directors are Kibbutz members holding leadership positions in the Kibbutz § The Kibbutz is opposing t

  24. Slide 24: Reasons for the Company's Position Regarding the Director Elections

    Reasons for the Company’s Position Regarding the Director Elections 24

  25. Slide 25: Board Needs Stability and Enrichment After Two Directors' Resignation

    Following the Recent Resignation of Two Directors, the Company’s Board Needs Stability and Enrichment • The Company’s board included 11 directors until September 2015, when two directors (both of whom had been Kibbutz nominees) resigned over matters not related to the Company’s disclosures or busine

  26. Slide 26: Board Needs Stability and Enrichment (cont'd)

    Following the Recent Resignation of Two Directors, the Company’s Board Needs Stability and Enrichment (cont’d) • The Company’s independent nominating committee has proposed a balanced slate comprised of new and tenured directors with a diverse set of skills, expertise and backgrounds; this includes

  27. Slide 27: The Kibbutz Is Already Appropriately Represented on the Board

    The Kibbutz Is Already Appropriately Represented on the Board • This level of representation is appropriate considering the Kibbutz holds 32.4% of the Company’s shares • Three out of nine directors proposed by the Company - Shachar Degani, Amihai Beer and Amit Ben Zvi - were selected by the Kibbutz

  28. Slide 28: Company Nominees Opposed by the Kibbutz Possess the Needed Characteristics

    The Company Nominees Opposed by the Kibbutz Possess Exactly the Characteristics the Kibbutz Claims Are Lacking on the Board • Despite proclaiming its desire to “reinforce” the board, the Kibbutz is opposing Yonatan Melamed, a veteran independent director with eight years of impeccable service who is

  29. Slide 29: The Kibbutz's Method of Proposing Candidates Runs Counter to Good Governance

    The Kibbutz’s Method of Proposing Candidates Runs Counter to Notions of Good Governance • The Company’s nomination process § Nominees for election to the Company’s board are selected by the Company’s independent nominating committee and approved by the board § Given its representation, the Kibbutz h

  30. Slide 30: The Kibbutz's Method of Proposing Candidates (cont'd)

    The Kibbutz’s Method of Proposing Candidates Runs Counter to Notions of Good Governance (cont’d) • The Kibbutz’s proposed candidates § The Kibbutz’s first alternate director nominee, Yitzhak Sharir, was vetted and was not recommended by the nominating committee in 2014 § The Company’s nominating com

  31. Slide 31: The Kibbutz's Interests Are Not Aligned With Public Shareholders

    The Kibbutz’s Interests Are Not Aligned With Those of the Company’s Public Shareholders • The Kibbutz historically received significant ongoing cash from the Company prior to the Company’s IPO. The Kibbutz has continued to seek substantial dividends from the Company until very recently, irrespective

  32. Slide 32: The Kibbutz's Interests Are Not Aligned (cont'd)

    The Kibbutz’s Interests Are Not Aligned With Those of the Company’s Public Shareholders (cont’d) • The Kibbutz is party to a series of related party agreements with the Company that resulted in the payment of approximately $16 million to the Kibbutz in 2014. While these agreements are subject to sig

  33. Slide 33: The Company's Continued Attempts to Engage the Kibbutz

    The Company’s Continued Attempts to Engage the Kibbutz 33

  34. Slide 34: The Company Has Endeavored to Engage With the Kibbutz

    The Company Has Endeavored to Engage With the Kibbutz and Address Its Concerns • The Company’s independent nominating committee held discussions with the Kibbutz’s authorized representatives before calling the Company’s upcoming annual general meeting § During these discussions the Kibbutz stated th

  35. Slide 35: The Company Has Endeavored to Engage With the Kibbutz (cont'd)

    The Company Has Endeavored to Engage With the Kibbutz and Address Its Concerns (cont’d) • The Company has attempted to reach out to the Kibbutz since the Kibbutz launched its proxy contest. Attempts to discuss the matter with the Kibbutz have been rejected by the Kibbutz § These attempts include for

  36. Slide 36: Company's Reference to the Kibbutz's Claims

    Company’s Reference to the Kibbutz’s Claims 36

  37. Slide 37: Kibbutz's Claim: Management Opposed an Independent Chairman

    Kibbutz’s Claim: the Company’s Management Opposed the • TheElection of an Independent Company’s independent Chairman nominating committee and a majority of the Company’s board decided it would be in best interests of Company for Maxim Ohana (affiliated with the Kibbutz) to remain as chairman for one

  38. Slide 38: Kibbutz's Claim: Management Opposed an Independent Chairman (cont'd)

    Kibbutz’s Claim: the Company’s Management Opposed the Election • Contrary of an claim, to the Kibbutz’s Independent the Kibbutz neverChairman (cont’d) proposed that the chairman be an independent director • Given the events described above, the nominating committee and the board decided to nominate

  39. Slide 39: Kibbutz's Claim: Share Price Drop Means Kibbutz Should Take Control

    Kibbutz’s Claim: the Drop in the Company’s Share Price Means That the Kibbutz Should Take Control of the Board • The Company experienced a drop in share price in 2015. The Company started the year with a share price in the $60s range • After rising to the low $70s range, the share price fell to a lo

  40. Slide 40: Kibbutz's Claim: Share Price Drop (cont'd)

    Kibbutz’s Claim: the Drop in Company’s Share Price Means That the Kibbutz Should Take Control of the Board (cont’d) • The Company’s share price has recovered somewhat since September, driven in part by record results for the third quarter of 2015 • Given the events described on the previous slide, t

  41. Slide 41: Kibbutz's Claim: Serious Corporate Governance Problems at the Company

    Kibbutz’s Claim: There Are Serious Corporate Governance Problems at the Company • The Company has instituted strong corporate governance practices § The Company has had a majority independent board since December 2014 § The Company has had an independent audit committee since its IPO, an independent

  42. Slide 42: Kibbutz's Claim: Additional Influence Would Promote Improved Governance

    Kibbutz’s Claim: the Kibbutz’s Additional Influence Would Promote Improved Governance at the Company • The Kibbutz is already appropriately represented on the board of the Company given its significant shareholding • However, the Kibbutz’s involvement in the Company has not historically and has rece

  43. Slide 43: Questions?

    Questions? (© caesarstone 43

  44. Slide 44: Thank You

    Thank You © caesarstone

  45. Slide 45: Appendices

    Appendices: • Ronald Kaplan’s Letter • Non-GAAP Financial Reconciliations 45

  46. Slide 46: Ronald Kaplan's Letter

    Ron Kap_an November 17, 2015 Maxim Ohana — Chairman Yos Shiran - CEO Caesarstone Sdot Yam Ltd, MP Menashe 3780400, Israe] Dear Maxim and Yos; It has been a pleasure speaking with you these last few weeks and learning about Caesarstone. | have also enjoyed the opportunity to meet with other board mem

  47. Slide 47: Non-GAAP Financial Reconciliations

    (1) Consists of our portion of the results of operations of Caesarstone USA prior to its acquisition by us in May 2011. (2) Consists of charges to cost of goods sold for the difference between the higher carrying cost of the inventory of two of the Company's subsidiaries- Caesarstone USA's inventory

  48. Slide 48: Non-GAAP Financial Reconciliations (cont'd)

    (1) Consists of charges to cost of goods sold for the difference between the higher carrying cost of the inventory of two of the Company's subsidiaries- Caesarstone USA's inventory at the time of its acquisition and inventory that was purchased from its distributor and Caesarstone Australia Pty Limi

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