Ontex Group N.v. · EURONEXT:ONTEX
Ontex — Shareholder Meeting (May 2021)
62 slides from Ontex's shareholder meeting presentation, May 25, 2021
Slide 1: Annual General Meeting
MAY 25TH, 2021 ANNUAL GENERAL MEETING
Slide 2: AGM Official Opening
AGM OFFICIAL OPENING • Opening of the meeting and composition of the bureau • Convenings, registrations and attendance formalities • Validity of the meeting Annual General Meeting – May 25th 2021 2
Slide 3: 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. (Re-) Appointments Directors (for approval) 8.
Slide 4: Where We Stand and Our Priorities for the Future
WHERE WE STAND AND OUR PRIORITIES FOR THE FUTURE Esther Berrozpe Annual General Meeting – May 25th 2021 4
Slide 5: Current Situation
CURRENT SITUATION 2020 RESULTS NEW 2021 SHOW STRATEGIC MANAGEMENT IMPLEMENTATION POTENTIAL PRIORITES SET TEAM UNDERWAY UPSIDE Annual General Meeting – May 25th 2021 5
Slide 6: Who We Are, Our Purpose
WHO WE ARE Personal Hygiene and Health solutions to help people during major changes in their lives Deeply rooted in local markets, we offer affordable products and services to the communities we serve What differentiates us is our accessibility and proximity and our approach to locally OUR PURPOSE
Slide 7: Our Position Today
OUR POSITION TODAY ONTEX REVENUE SPLIT (2020) CATEGORIES OWN VS. RETAILER BRANDS GEOGRAPHIES 2% 10% 35% 46% 54% 33% 56% 65% Baby Care Feminine Care Retailer brands Emerging Markets Inco Other Own brands Developed Markets Annual General Meeting – May 25th 2021 7
Slide 8: Demographic and Consumer Trends Drive Category Growth
DEMOGRAPHIC AND CONSUMER TRENDS DRIVE CATEGORY GROWTH SOCIO-DEMOGRAPHIC SHIFTS IN SHOPPER UNDERLYING TRENDS AND CONSUMER BEHAVIOURS Demographics growth Smart choices Convenience Ageing population Lifestyle brands Homecare Economic development E-commerce Sustainability Annual General Meeting – May 25
Slide 9: Resulting in Volume and Value Growth Opportunities
RESULTING IN VOLUME AND VALUE GROWTH OPPORTUNITIES Growing number … with increasing … and innovation of users… usage of products… to drive value ~Flat Per capita daily/monthly consumption 2020* Baby pants: 95% of value growth, price 5 4 3 index vs. diapers at >120 number of babies Natural and sustai
Slide 10: We Are Well Positioned in Our Core Markets
WE ARE WELL POSITIONED IN OUR CORE MARKETS LEADERSHIP IN RETAILER BRANDS IN EUROPE STRONG BRANDS IN HEALTHCARE IN EUROPE 2.0x 3.5x 2.8x Italy #1 Ontex UK #2 #2 Belgium #2 France #3 Germany #5 Spain #5 Baby Care Adult Care Feminine Care Estimated share in Europe Retailer Brands and delta towards #2 p
Slide 11: To Capture Market Trends and Drive Growth
TO CAPTURE MARKET TRENDS AND DRIVE GROWTH In Europe, consumers claiming to be budget constrained E-commerce acceleration in 2020 indicate a willingness to pursue savings in retail with Retail Babycare, Femcare, Adultcare ~80% switching to Discounters and Retailer Brands (€Bn) 60 63 66 69 72 75 63% 7
Slide 12: We Have Strong Capabilities to Build On
WE HAVE STRONG CAPABILITIES TO BUILD ON FLEXIBILITY TO STRONG DEEP BUSINESS DELIVER EXPERIENCED & INDUSTRIAL UNDERSTANDING CUSTOMER ENGAGED TEAM FOOTPRINT DIFFERENTIATION Annual General Meeting – May 25th 2021 12
Slide 13: However We Need to Solve Important Challenges
HOWEVER WE NEED TO SOLVE IMPORTANT CHALLENGES COMPLEXITY < COST CUSTOMER < FOCUS Leading to top-line decline, lack of margin expansion, low cash generation and poor ROIC Annual General Meeting – May 25th 2021 13
Slide 14: Strategic Priorities to Restore Profitable Growth
WE HAVE SET STRATEGIC PRIORITIES TO RESTORE PROFITABLE GROWTH & IMPLEMENTATION IS UNDERWAY PORTFOLIO CUSTOMER PRODUCT OPERATIONAL FOCUS CENTRICITY INNOVATION EXCELLENCE Simplify the business Strengthen Accelerate Improve cost & product portfolio customer relations cadence of competitiveness & restor
Slide 15: Ontex Sustainability Strategy 2030
ONTEX SUSTAINABILITY STRATEGY 2030 Circular solutions Climate action Our ambition is to move Our ambition is to have climate towards a circular business neutral operations by 2030. model. Sustainable supply chain Building trust Our ambition is to create a positive Our ambition is to enhance impact i
Slide 16: Ambition: Climate Neutral Operations by 2030
OUR AMBITION IS TO HAVE CLIMATE NEUTRAL OPERATIONS BY 2030 Annual General Meeting – May 25th 2021 16
Slide 17: Ambition: Move Towards a Circular Business Model
OUR AMBITION IS TO MOVE TOWARDS A CIRCULAR BUSINESS MODEL Annual General Meeting – May 25th 2021 17
Slide 18: Ambition: Enhance Transparency, Lead to a Fair Society
OUR AMBITION IS TO ENHANCE TRANSPARENCY, AND LEAD THE WAY TO A FAIR SOCIETY Annual General Meeting – May 25th 2021 18
Slide 19: Ambition: Positive Impact in Our Supply Chain
OUR AMBITION IS TO CREATE A POSITIVE IMPACT IN OUR SUPPLY CHAIN AND REGENERATE NATURAL RESOURCES Annual General Meeting – May 25th 2021 19
Slide 20: 2020 Financial Review
2020 FINANCIAL REVIEW Peter Vanneste Annual General Meeting – May 25th 2021 20
Slide 21: 2020 Financial Review
2020 FINANCIAL REVIEW Revenue Adjusted EBITDA Net debt 2,281 -9% 2,087 245 -4% 236 862 -2% 848 2019 2020 2019 2020 2019 2020 LFL revenue down 3.1% Adjusted EBITDA margin up 55bps Leverage of 3.60x on Adjusted EBITDA to 11.3% vs 10.7% prior year Annual General Meeting – May 25th 2021 21
Slide 22: FY 2020 Revenues by Category
FY 2020 REVENUES BY CATEGORY Babycare Adult Inco Feminine Care €1,163m (reported) €680m (reported) €212m (reported) 1.346 -7.1% 1,251 715 692 +3.3% 213 -1.5% 209 (LFL) (LFL) (LFL) FY 2019 FY 2020 FY 2019 FY 2020 FY 2019 FY 2020 Annual General Meeting – May 25th 2021 22
Slide 23: FY 2020 Revenues by Division
FY 2020 REVENUES BY DIVISION Europe AMEAA Healthcare €872m (reported) €774m (reported) €441m (reported) 957 -6.8% 892 883 -0.7% 877 442 442 +0.1% (LFL) (LFL) (LFL) FY 2019 FY 2020 FY 2019 FY 2020 FY 2019 FY 2020 Annual General Meeting – May 25th 2021 23
Slide 24: FY 2020 EBITDA
FY 2020 EBITDA (€m) -9 +62 +45 -16 -74 245 -26 236 FY 2019 Volume/Price/Mix Raw Material Operating Expenses SG&A FX FY 2020 EBITDA MARGIN Indices EBITDA MARGIN 10.7% 11.3% Annual General Meeting – May 25th 2021 24
Slide 25: Q1 2021 Financial Review
Q1 2021 FINANCIAL REVIEW Annual General Meeting – May 25th 2021 25
Slide 26: Q1 2021 Financial Review
Q1 2021 FINANCIAL REVIEW Revenue Adjusted EBITDA Net debt 574 66 871 -3% 845 -17% 480 -25% 50 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 LFL revenue down 11%, soft demand compared Adjusted EBITDA margin down 117bps Leverage of 3.86x on Adjusted EBITDA with strong Q1 in prior year to 10.3% vs 11
Slide 27: Q1 2021 Revenues by Category
Q1 2021 REVENUES BY CATEGORY Babycare Adult Inco Feminine Care €254m (reported) €170m (reported) €47m (reported) 328 311 -15.9% +7.3% 276 174 177 179 +1.3% +3.4% 54 62 -26.8% 45 +14.7% (LFL) (LFL) (LFL) Q1 2019 Q1 2020 Q1 2021 Q1 2019 Q1 2020 Q1 2021 Q1 2019 Q1 2020 Q1 2021 Annual General Meeting –
Slide 28: Q1 2021 Revenues by Division
Q1 2021 REVENUES BY DIVISION Europe AMEAA Healthcare €192m (reported) €179m (reported) €109m (reported) 250 234 -21.5% +7.7% 214 204 196 200 -4.2% +10.7% 113 111 109 -2.1% -1.2% (LFL) (LFL) (LFL) Q1 2019 Q1 2020 Q1 2021 Q1 2019 Q1 2020 Q1 2021 Q1 2019 Q1 2020 Q1 2021 Annual General Meeting – May 25t
Slide 29: Q1 2021 EBITDA
Q1 2021 EBITDA (€m) -16 +7 +6 +4 66 -10 50 -24 1 Q1 2020 2 Volume/Price/Mix 3 Raw Material Operating4Expenses 5 SG&A 6 FX 7 Q1 2021 EBITDA MARGIN Indices EBITDA MARGIN 11.5% 10.3% Annual General Meeting – May 25th 2021 29
Slide 30: Financial Structure
FINANCIAL STRUCTURE Net Debt & Leverage Ratio (€m) 908 861 848 845 Secure refinancing Rebuild EBITDA margins 3.86 Improve cash generation 3.60 3.44 3.51 31.12.18 31.12.19 31.12.20 31.3.21 Net Debt/Adjusted EBITDA Net Debt Annual General Meeting – May 25th 2021 30
Slide 31: 2021 Outlook
2021 OUTLOOK Despite uncertainties due The priority in 2021 will be The new management to the pandemic and input to launch major actions to team look forward to cost inflation, the Group drive the turnaround of providing an update on its expects to have stable LFL Ontex strategic initiatives and rev
Slide 32: Clear Priorities Set Towards Restoring Shareholder Value Creation
Clear priorities set towards restoring shareholder value creation
Slide 33: Corporate Governance & Remuneration Report
CORPORATE GOVERNANCE & REMUNERATION REPORT Annual General Meeting – May 25th 2021 33
Slide 34: Corporate Governance at a Glance
CORPORATE GOVERNANCE AT A GLANCE Board Chair and Remuneration and Nomination Committee Chair replaced New independent directors proposed New CEO well-placed to embed performance culture throughout the organization New CFO and Chief Supply Chain Officer on board 29 Board meetings, +99% attend
Slide 35: Remuneration Report 2020 – Highlights & Summary
REMUNERATION REPORT 2020 – HIGHLIGHTS & SUMMARY • Completely new, fully performance-based remuneration policy was developed by the Board in 2020, after an intense dialogue with shareholders. • Spirit of the new policy was already reflected in the package of the new CEO, and in the reduction of the 2
Slide 36: Remuneration Policy 2021 – Principles and Changes
REMUNERATION POLICY 2021 – PRINCIPLES AND CHANGES The 2021 Remuneration Policy marks a radical shift to a fully performance-based reward system, which aligns management with the interests of shareholders by making their pay dependent on sustainable value creation. Annual General Meeting – May 25th 2
Slide 37: Remuneration Policy 2021 – Main Components
REMUNERATION POLICY 2021 – MAIN COMPONENTS • Fixed for 3 years Base Pay • Less than 1/3d of total pay for CEO, approx. 40% for other execs Annual Bonus • Driven by financial (75% weight) and non-financial (25% weight) performance • Financial performance assessed as per reported results, with no FX a
Slide 38: Q&A
Q&A Annual General Meeting – May 25th 2021 38
Slide 39: 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 that ended on 31 December 2020 2. Presentation of the reports of the statutory auditor on the statutory (non-consolidated)
Slide 40: Documentation and Reports
DOCUMENTATION AND REPORTS • Non-consolidated and consolidated annual board reports for the financial year that ended on 31 December 2020 • Non-consolidated and consolidated annual accounts for the financial year that ended on 31 December 2020 • Auditor’s reports on the non-consolidated and consolida
Slide 41: Voting
VOTING Annual General Meeting – May 25th 2021 41
Slide 42: 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 2020, INCLUDING THE ALLOCATION OF RESULTS Proposed resolution: approval of the statutory (non-consolidated) annual accounts of the Company for the financial year that ended on 31 D
Slide 43: 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 that ended on 31 December 2020 for the performance of their duties during the financial year that ended on 31 Decembe
Slide 44: 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 that ended on 31 December 2020. Annual General Meeting – May 25th 2021 44
Slide 45: 7. (Re-)Appointment of Directors
7. (RE-)APPOINTMENT OF DIRECTORS Proposed resolution: (a) approval of the re-appointment of Regina SARL, with Regi Aalstad as permanent representative, as independent director, for a period which will end immediately after the annual general shareholders’ meeting that will consider the approval of t
Slide 46: 7. (Re-)Appointment of Directors
7. (RE-)APPOINTMENT OF DIRECTORS Proposed resolution: (c) confirmation of the co-potation of Frédéric Larmuseau as independent director, for the remaining term of the mandate of Tegacon Suisse GmbH, with Gunnar Johansson as permanent representative, i.e., a period which will end immediately after th
Slide 47: 7. (Re-)Appointment of Directors
7. (RE-)APPOINTMENT OF DIRECTORS Proposed resolution: (e) approval of the appointment of Manon Janssen, 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 ending
Slide 48: 7. (Re-)Appointment of Directors
7. (RE-)APPOINTMENT OF DIRECTORS Proposed resolution: (g) approval of the appointment of Jesper Hojer, 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 for the financial year endin
Slide 49: 7. (Re-)Appointment of Directors
7. (RE-)APPOINTMENT OF DIRECTORS Proposed resolution: (i) approval of the appointment of Philippe Costeletos, 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 for the financial yea
Slide 50: 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 for the financial year that ended on 31 December 2020. Annual General Meeting – May 25th 2021 50
Slide 51: 9. Approval Remuneration Policy
9. APPROVAL REMUNERATION POLICY Proposed resolution: approval of the remuneration policy as included as an annex to the convening notice and made available on the website of the Company. Annual General Meeting – May 25th 2021 51
Slide 52: 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 and Mrs. Benedicte Leroy, each acting individually and with the power of substitutio
Slide 53: Closing of the Meeting
CLOSING OF THE MEETING Annual General Meeting – May 25th 2021 53
Slide 54: Extraordinary General Meeting
MAY 25TH, 2021 EXTRAORDINARY GENERAL MEETING
Slide 55: 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 proxies that we have received for this meeting • Identification of other persons attending this meeting
Slide 56: Agenda
AGENDA 1. Alignment with the Belgian Code of Companies and Associations and related amendments to the Articles of Association. 2. Delegation of Powers. Annual General Meeting – May 25th 2021 56
Slide 57: Validity of the Meeting
VALIDITY OF THE MEETING Annual General Meeting – May 25th 2021 57
Slide 58: Q&A
Q&A Annual General Meeting – May 25th 2021 58
Slide 59: 1. Alignment with the Belgian Code of Companies and Associations
1. ALIGNMENT WITH THE BELGIAN CODE OF COMPANIES AND ASSOCIATIONS AND RELATED AMENDMENTS TO THE ARTICLES OF ASSOCIATION With respect to the Belgian Code of Companies and Associations of 23 March 2019, replacing the Belgian Code of Companies of 7 May 1999, Ontex envisages to submit, at this extraordin
Slide 60: 2. Delegation of Powers
2. DELEGATION OF POWERS Proposed resolution: approval of the following resolution: the extraordinary general shareholders’ meeting grants a special power of attorney to (i) each director of the Company, as well as to Mr. Jonas Deroo and Ms. Benedicte Leroy, each acting individually and with the powe
Slide 61: Voting Results
VOTING RESULTS Agenda-item 1 Alignment with the Belgian Code of Companies and Associations and related amendments to the Articles of Association. Agenda-item 2 Delegation of Powers. Annual General Meeting – May 25th 2021 61
Slide 62: Closing of the Meeting
CLOSING OF THE MEETING Annual General Meeting – May 25th 2021 62