Imerys Sa · EURONEXT:NK
Imerys Sa — Shareholder Meeting (May 2022)
57 slides from Imerys Sa's shareholder meeting presentation, May 10, 2022
Slide 1: Ordinary Shareholders' General Meeting May 10, 2022
Ordinary Shareholders’ General Meeting May 10, 2022 Patrick Kron – Chairman of the Board of Directors Alessandro Dazza – Chief Executive Officer Sébastien Rouge – Chief Financial Officer Frédérique Berthier – Group General Counsel & Secretary to the Board
Slide 2: Disclaimer
Disclaimer More comprehensive information about Imerys may be obtained on its website (www.imerys.com), under Regulated Information, including its Universal Registration Document filed under No. D.22-0131 on March 22, 2022 with Autorité des Marchés Financiers. Imerys draws the attention of investors
Slide 3: Tribute to Ulysses Kyriacopoulos
Tribute to Ulysses Kyriacopoulos Ulysses Kyriacopoulos (1952 - 2022) 3 May 10, 2022 |Ordinary General Meeting
Slide 4: Agenda
Imerys 1 2021 highlights and annual results 5 2 First quarter 2022 results and outlook 20 3 Proposed dividend 24 4 Presentation of the resolutions 26 5 Statutory Auditors’ reports 51 6 Questions and answers 54 7 Vote of the resolutions 55 4 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meetin
Slide 5: Imerys 2021 highlights
Imerys 1 2021 highlights Alessandro Dazza – Chief Executive Officer 5 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 6: Strong financial performance in 2021
Highlights - Strong financial performance in 2021 Strong cash flow generation Double-digit Current EBITDA and organic growth above guidance1 deleveraging +15.6% €761m €255m2 ● +15.6% organic growth vs 2020, ● Good operational leverage leading ● Sound cash generation despite +10.7% in Q4 to a 21% incr
Slide 7: Robust volumes growth driven by strong commercial performance
Robust volumes growth driven by strong commercial performance Quarterly volumes evolution (% vs prior year) Volume evolution (%) by business area (vs. 2020) +26.3% Performance +5.2% Minerals +9.3% +15.0% -11.4% +17.7% +5.8% +4.8% +8.7% +0.7% High Temperature +16.7% +12.4% -8.5% Materials -11.7% & So
Slide 8: Rebound in most of the Group end markets
Rebound in most of the Group end markets I Revenue by end market = Construction + Current consumption Iron & Steel + Automotive Industry Paper - + ++ Market trends in 2021 8 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 9: Acceleration of sales price increases to cover rising inflation
Acceleration of sales price increases to cover rising inflation Price-mix evolution (% vs prior year) Contribution of price-mix to current EBITDA and evolution of variable costs (€m, vs prior year) +5.9% Variable costs Price-mix 100 +3.6% 97 97 78 +2.6% +1.0% +1.0% 34 +0.5% +0.3% +0.5% -20 +0.7% +3.2
Slide 10: Pursuing opportunities through innovation
Pursuing opportunities through innovation ● Target of 50% of new products ranked as “SustainAgility solutions” * 80 new mineral solutions launched ● Specific label for products with highest sustainability rating in 2021 ● Strong focus on recyclability of materials Green Mobility Sustainable Construct
Slide 11: Capacity expansion projects to support future growth
Capacity expansion projects to support future growth Evolution of capex paid (€m) Plan Growth ● Additional capacity for the production of Recurring 350 - 400 carbon black in Belgium (€60 million) 50% increase in production capacity of 336 ● Green Mobility synthetic graphite for lithium-ion 292 batte
Slide 12: Significant progress on ESG SustainAgility program
Significant progress on ESG SustainAgility program ● Appointment of a Board Member as ESG Referent: review of ESG issues by the Board twice a year ● Climate change risk and opportunity scenario analysis ● Introduction of internal price for carbon emissions in assessment of capital expenditure project
Slide 13: ESG objectives in line with Imerys roadmap
ESG objectives in line with Imerys roadmap Selected ESG KPIs Safety Diversity and inclusion Climate Change Product portfolio Total recordable injury rate (1) Proportion of women within the Group Senior Management team Revenue (tCO2 / M€) measured against ESG since 2018 (2) 40 % 30 % 26 % 26 % 3.22 2
Slide 14: Imerys 2021 annual results
Imerys 1 2021 annual results Sébastien Rouge – Chief Financial Officer 14 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 15: Solid organic growth of +15.6% in 2021
Solid organic growth of +15.6% in 2021 (€m) +1.5% -1.4% +12.4% +3.1% +15.4% Reported +462 +119 4,383 +57 -54 3,799 Organic growth: +15.6% 2020 Perimeter Currencies Volumes Price-mix 2021 revenue revenue Q4 986 +6 +21 +48 +59 1,121 +0.6% +2.2% +4.8% +5.9% +13.6% 15 February May 18,|2021 10, 2022 | Im
Slide 16: Current EBITDA €761 million, above FY 2021 guidance
Current EBITDA €761 million, above FY 2021 guidance (*) 97 (€m) 224 +20.5% 17 761 -97 -115 631 12 -9 16.6% Current EBITDA margin 17.4% 2020 Perimeter Currencies Volumes Price-mix Variable Fixed Change 2021 Current costs costs and in inventories Current EBITDA overheads and other EBITDA Q4 177 167 (*
Slide 17: Net income from current operations up 72%
Net income from current operations up 72% (€m) 2020 2021 Change Current EBITDA 631 761 +20.5% ● Sharp increase Current operating income 299 452 +51.5% in current operating income Current financial expenses (61) (40) - ● Lower financial expenses Current income tax (66) (111) - Current tax rate 27.8% 27
Slide 18: Solid cash flow generation
Solid cash flow generation (€m) 2020 2021 Operating working capital under Current EBITDA 631 761 control, Current EBITDA margin 16.6% 17.4% in percentage of revenue Increase (–)/decrease (+) in operating working capital 75 (19) Notional tax on current operating income (83) (122) Others 36 6 Current o
Slide 19: Sound financial structure
Sound financial structure Change in net financial debt (€m) Net Debt Net current Debt Other income Acquisition Dividends Other Net Debt Dec. 31, 2020 free operating servicing and expenses net of disposals Dec. 31, 2021 cash flow cost Covenant 2.4 x Net financial debt to current EBITDA 1.9 x No covena
Slide 20: First quarter 2022 results and outlook
Imerys 2 First quarter 2022 results and outlook Alessandro Dazza – Chief Executive Officer 20 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 21: Solid performance in the first quarter 2022
Solid performance in the first quarter 2022 ● Revenue at €1.2 billion, up 14.4% vs. last year ● Sustained sales growth momentum in a challenging context ● Positive price effect: +12% in Q1 vs. last year in high inflationary environment ● Selling prices and cost management delivering increase in curre
Slide 22: Update on the Ukrainian crisis
Update on the Ukrainian crisis ● 2021 revenue in Ukraine of €20 million ● Suspension of production at the Group's two industrial sites in Ukraine ● Commitment to financially and materially support the Group's 240 employees (relocation, transport, temporary accommodation and logistical assistance) ●
Slide 23: Outlook
Outlook ● Persistent high inflation and uncertain economic and geopolitical environment ● Continued pricing discipline and tight cost control remain key focus areas ● Though the global macroeconomic outlook is being revised downwards, Imerys long-term growth potential remains intact, supported by: ○
Slide 24: Proposed dividend
Imerys 3 Proposed dividend Patrick Kron – Chairman of the Board of Directors 24 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 25: Dividend of €1.55 per share, up 35% compared to 2020
Dividend of €1.55 per share, up 35% compared to 2020 Evolution of the dividend, the net current result per share (€) and the distribution rate (%) 4.50 4,50 56% 3.50 3.40 49% 48% 46% 2.15 2.03 1.72 1.55 1.15 2018 2019 2020 2021 Net income from current operations per share Dividend per share Payout r
Slide 26: Presentation of the resolutions
Imerys 4 Presentation of the resolutions Frédérique Berthier – Group General Counsel & Secretary to the Board Marie-Françoise Walbaum – Chair of the Appointment and Compensation Committees 26 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 27: Agenda for the Ordinary Shareholders' General Meeting
Agenda for the Ordinary Shareholders’ General Meeting 1. approval of the Company’s management and statutory financial statements for the year ended December 31, 2021 2. approval of the consolidated financial statements for the year ended December 31, 2021 3. appropriation of profit and setting the divi
Slide 28: 2021 Financial Statements and Dividend
Sommaire 2021 Financial Statements and Dividend 28 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 29: Resolutions 1 to 3: Financial statements, profit appropriation and dividend
Resolutions 1 to 3: 2021 Financial statements, appropriation of profit and dividend ❏ Approval of the Company’s statutory financial statements (resolution 1) and consolidated financial statements (resolution 2) for the year ended December 31, 2021 ❏ Appropriation of profit and setting the dividend (reso
Slide 30: Related Party Agreements
Sommaire Related Party Agreements 30 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 31: Resolution 4: Related party agreements and commitments
Resolution 4: Related party agreements and commitments concluded by the Company ❏ Statutory Auditors’ special report: ● No related party agreements or commitments were concluded by the Company in 2021 ● No related party agreements or commitments concluded before 2021 and already approved by the Shar
Slide 32: Corporate officers compensation (say on pay)
Sommaire Corporate officers compensation (say on pay) ● Ex-ante votes on 2022 compensation policies ● Ex-post votes on 2021 compensations 32 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 33: Corporate officers compensation policies - Principles
Corporate officers compensation policies - Principles guiding the development, adjustment and implementation of compensation policies ❏ Compensation policies are set each year by the Board of Directors, based on proposals made by the Compensation Committee. Where necessary, they are reviewed mid-year.
Slide 34: Corporate officers compensation policies for 2022 - content
Corporate officers compensation policies for 2022 - content ❏ The 2022 compensation policies use the same structures and components as those provided for in the 2021 policies previously approved by the Shareholders’ General Meeting of May 10, 2021 Subject to the following: ● With regard to the Chairma
Slide 35: Resolution 5: 2022 compensation policy for the Chairman
Resolution 5: 2022 compensation policy applicable to the Chairman of the Board Chairman of the Board of Directors - Patrick Kron The fixed component of compensation is determined according to the level of experience and responsibility when the Chairman of the Board takes up office. It is reviewed every
Slide 36: Resolution 6: Compensation policy for the Chief Executive Officer
Resolution 6: Compensation policy applicable to the Chief Executive Officer Chief Executive Officer - Alessandro Dazza Annual fixed compensation €800,000 The amount of the annual variable compensation will be determined by the Board of Directors, in the course of 2023, and be subject to the following: ●
Slide 37: Resolution 7: 2022 compensation policy for Board members
Resolution 7: 2022 compensation policy applicable to the members of the Board ❏ The 2022 compensation policy (excluding any possible exceptional compensation) applicable to the members of the Board of Directors (other than the Chairman of the Board) will be determined on the basis of the following a
Slide 38: Resolution 8: Report on 2021 compensation
Resolution 8: Report on 2021 compensation ❏ In accordance with Article L. 22-10-34 I of the French Commercial Code, you are asked to approve the information set out in Article L. 22-10-9 I of said Code which includes in particular the details of the 2021 compensation of all corporate officers, as well
Slide 39: Resolution 9: Compensation granted to the Chairman in 2021
Resolution 9: Approval of components of compensation granted or paid to the Chairman of the Board in 2021 ❏ Reminder: Patrick Kron has held the office of Chairman of the Board of Directors since June 25, 2019 OTHER COMPONENTS OF ANNUAL FIXED GROSS COMPENSATION AND BENEFITS COMPENSATION IN KIND Amount
Slide 40: Resolution 10: Compensation granted to the CEO in 2021
Resolution 10: Approval of components of compensation granted or paid to the Chief Executive Officer in 2021 ❏ Reminder: Alessandro Dazza is the Chief Executive Officer since February 17, 2020 PERFORMANCE FIXED COMPENSATION ANNUAL VARIABLE COMPENSATION BENEFITS IN KIND SHARES Quantitative criteria Weigh
Slide 41: The Board of Directors
Sommaire The Board of Directors 41 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 42: Resolutions 11 to 14: Composition of the Board of Directors
Resolutions 11 to 14: Composition of the Board of Directors ❏ Shareholders are informed that Colin Hall and Paul Desmarais III, directors and members of the Strategic and Audit Committees, have expressed their wish to resign from their terms of office as of today ❏ Shareholders are requested to vote o
Slide 43: Biography of Bernard Delpit - Director candidate
Biography of Bernard Delpit - Director candidate Bernard Delpit Bernard Delpit has more than thirty years of professional experience. As former graduate of Sciences Po Paris and the Ecole Nationale d'Administration (ENA), Bernard has spent his career in the public and private sectors and has held va
Slide 44: Biography of Laurent Raets - Director candidate
Biography of Laurent Raets - Director candidate Laurent Raets As former graduate of the Solvay Business School of the Free University of Brussels, Laurent Raets began his career in 2002 with Deloitte Corporate Finance in Brussels (Belgium), as a mergers and acquisitions consultant. In 2006, he joine
Slide 45: Biography of Rein Dirkx - Future non-voting observer
Biography of Rein Dirkx - Future non-voting observer Rein Dirkx Rein Dirkx holds a degree in mining engineering from McGill University, Montreal (Canada). He began his career in 2016 at Bain & Company in Brussels (Belgium) as a consultant, mainly on private equity projects. In 2019, he joined the Co
Slide 46: The new Board of Directors
The new Board of Directors ❏ Composition of the Board following the Shareholders’ General Meeting, subject to approval of the resolutions submitted to the vote: Patrick Kron Director and Chairman of the Board Independent director Aldo Cardoso Director, Chair of the Audit Committee and Member of the
Slide 47: Statutory Auditors
Sommaire Statutory Auditors 47 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 48: Resolutions 15 and 16: Statutory Auditors
Resolutions 15 and 16: Statutory Auditors ❏ Shareholders are informed of the following: ➔ Ernst & Young et Autres has served the legal maximum term as Statutory Auditor of the Company, meaning its term of office cannot be renewed ➔ The terms of office as alternate Statutory Auditors of BEAS and Auditex
Slide 49: Share Buyback Program
Sommaire Share Buyback Program 49 May 10, 2022 | Ordinary Shareholders’ General Meeting
Slide 50: Resolution 17: Share buyback program
Resolution 17: Share buyback program ❏ Renewal of the Company’ share buyback program (under similar terms and conditions than current program) ● Objectives of the share buy-back program: ➔ subsequent cancellation of shares purchased ➔ implementation and coverage of stock purchase option plans and/or
Slide 51: Statutory Auditors' reports
Imerys 5 Statutory Auditors’ reports Sébastien Huet - Signatory Partner, Ernst & Young and Others On behalf of the Company’ Statutory Auditors 51 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 52: Statutory Auditors' Report on the 2021 financial statements
Statutory Auditors’ Report on the 2021 financial statements ❏ Objective ● Obtain reasonable assurance as to the accuracy and sincerity of the consolidated and statutory financial statements ❏ Opinion: approval without qualification ● In accordance with European regulatory requirements, our reports high
Slide 53: Special report on related party agreements and commitments
Special report on related party agreements and commitments ❏ Agreements submitted for the approval of Shareholders ● We have not been notified of any agreements authorized during the year ended December 31, 2021 to be submitted to the Annual General Meeting ❏ Agreements already submitted and approved
Slide 54: Questions and answers
Imerys 6 Questions and answers Patrick Kron – Chairman of the Board of Directors Alessandro Dazza – Chief Executive Officer Marie-Françoise Walbaum – Chair of the Appointment and Compensation Committees Sébastien Rouge – Chief Financial Officer Frédérique Berthier – Group General Counsel & Secretary
Slide 55: Vote of the resolutions
Imerys 7 Vote of the resolutions Frédérique Berthier – Group General Counsel & Secretary to the Board 55 February May 18,|2021 10, 2022 | Imerys Ordinary 2020Meeting General Annual Results
Slide 56: Vote on the resolutions
Vote on the resolutions ● Resolution 1: approval of the Company’s management and statutory financial statements for the year ended December 31, 2021 ● Resolution 2: approval of the consolidated financial statements for the year ended December 31, 2021 ● Resolution 3: appropriation of profit and setting
Slide 57: Thank you for your attention
Thank you for your attention Visit www.imerys.com for more information. Or connect with us: @imerys www.linkedin.com/company/imerys/ www.facebook.com/imerysgroup/ 57 February May July 27, 18,||2021 10,2021 2022 | Imerys Imerys Ordinary first 2020 General half Annual 2021 Meeting Results Results