Wolters Kluwer N.v. · EURONEXT:WKL
Wolters Kluwer — Shareholder Meeting (May 2024)
42 slides from Wolters Kluwer's shareholder meeting presentation, May 8, 2024
Slide 1: Wolters Kluwer N.V. 2024 Annual General Meeting
Wolters Kluwer N.V. 2024 Annual General Meeting May 8, 2024
Slide 2: Ann Ziegler, Chair of the Supervisory Board
Ann Ziegler Chair of the Supervisory Board Wolters Kluwer N.V. May 8, 2024
Slide 3: 1. Opening
1. Opening
Slide 4: Agenda
1. Opening Agenda 2. 2023 Annual Report 3. 2023 Financial statements and dividend 4. Release of the members of the Executive Board and the Supervisory Board from liability for the exercise of their respective duties 5. Proposal to appoint Mr. David Sides as a member of the Supervisory Board and reap
Slide 5: 2. 2023 Annual Report and 3. 2023 Financial Statements and dividend
• 2a. Report of the Executive Board for 2023 2. 2023 Annual • 2b. Corporate governance Report • 2c. Report of the Supervisory Board for 2023 • 2d. Advisory vote on the remuneration report as included in the 2023 Annual Report 3. 2023 Financial • 3a. Proposal to adopt the 2023 Financial statements St
Slide 6: Nancy McKinstry, CEO and Chair of the Executive Board
Nancy McKinstry CEO and Chair of the Executive Board Wolters Kluwer N.V. May 8, 2024
Slide 7: Introduction
Introduction 2023: delivered 6% organic growth and margin increase; significant progress towards strategic and ESG goals Financial Results Strategic and ESG Progress Accelerate Expert Organic growth +6% Expert solutions, 58% of revenues, +8% organically Solutions Adjusted operating profit margin 26.
Slide 8: Strategy
Strategy Important progress in 2023 against our current strategic plan Strategy 2022-2024 Product development spend1 • Grew expert solutions +8% organically to be approximately 10% of Accelerate • Invested 11% of revenues in product development revenues Expert • Introduced generative AI features in
Slide 9: Financial performance
Financial performance Despite a slowdown in non-recurring revenues, overall performance in 2023 allowed us to extend our track record of profitable growth Organic Growth (%) Organic Growth by Revenue Type (%) Adjusted Operating Profit Margin (%) Recurring Non-Recurring 8% 30% 8% 6% 25% 4% 4% 0% 20%
Slide 10: 2023 sustainability milestones
2023 sustainability milestones Two important milestones on our ESG journey were the validation of our emissions reduction targets and our initial work towards CSRD compliance • Our near-term greenhouse gas (GHG) emissions • In 2023, we completed an initial double reduction targets were validated by
Slide 11: Sustainability performance
Sustainability performance We further improved engagement and belonging and reduced emissions Employee Engagement Score1 Employee Belonging Score Gender Diversity (% Female)2 Wolters Kluwer High-Performing Norm Supervisory Board Executive Board Glint Top 25% 100 Total Workforce Executives 100 100% B
Slide 12: Product investment
Product investment We continue investing at record levels and in 2023 introduced our first GenAI- enabled solutions Product Development Spend UpToDate Clinical Decision Support (includes operating expenses and capital expenditures) Generative AI Solution % of Total Revenues 12% • October 2023: Gener
Slide 13: Dividends and share buybacks
Dividends and share buybacks Strong balance sheet allows us to propose a 15% increase in 2023 dividend and to proceed with €1 billion share buyback program in 2024 Net-Debt-to-EBITDA Ratio (x) Dividend per Share (€) Share Buybacks (€ million) Total dividend 2.08 Intended 1.81 Completed 1,000 1,000 1
Slide 14: Share price performance
Share price performance Wolters Kluwer shares increased +86% in 2021-2023, significantly outperforming the AEX (+26%) and major sector peers Wolters Kluwer Share Price and Indices Wolters Kluwer Rebased to Wolters Kluwer Price May 7, 2024 close: €146.0 Price Performance 3 Years 1 Year Year to to End
Slide 15: First-quarter 2024 trading update
First-quarter 2024 trading update Good start to the year; outlook reiterated First-Quarter Organic Growth Rates • Full-year 2024 guidance reiterated • First-quarter revenues up 6% in constant currencies Division 1Q 2024 1Q 2023* and up 6% organically Health +7% +5% ̶ Recurring revenues (82%) up 7% o
Slide 16: Guidance
Guidance Expect sustained good organic growth and a further modest increase in the adjusted operating profit margin Performance indicators 2024 Guidance 2023 Actual Adjusted operating profit margin* 26.4%-26.8% 26.4% Adjusted free cash flow** €1,150-€1,200 million €1,164 million ROIC* 17%-18% 16.8%
Slide 17: Divisional outlook 2024
Divisional outlook 2024 Expect increase in group adjusted profit margin to be driven primarily by Health, Legal & Regulatory, and Corporate Performance & ESG Division FY 2024 organic growth outlook FY 2023 organic growth Health 2024 organic growth to be in line with prior year +6% 2024 organic growt
Slide 18: Jeanette Horan, Supervisory Board member
Jeanette Horan Member of the Supervisory Board and Chair of the Selection and Remuneration Committee dealing with remuneration matters Wolters Kluwer N.V. May 8, 2024
Slide 19: Remuneration Report 2023: STIP targets
Remuneration Report 2023 Performance against STIP targets for 2023 Performance against 2023 Short Term Incentive Plan (STIP) targets Actual Performance Measures Weighting Target Actual % of target Financial in millions of euros Revenues 34.0% 5,605 5,584 100% Adjusted net profit 28.0% 1,113 1,119 10
Slide 20: Remuneration Report 2023: LTIP targets
Remuneration Report 2023 Performance against LTIP targets for 2021-2023 Total Shareholder Return Compared to TSR Peers1 Diluted adjusted EPS CAGR2 2021-2023 12.3% in constant currencies +100% 4.14 4.55 +80% 3.13 3.38 +60% +40% 2020 2021 2022 2023 +20% 0% Return on invested capital 16.9% in constant
Slide 21: Bas Savert, Deloitte Accountants B.V.
Bas Savert Partner Deloitte Accountants B.V. May 8, 2024
Slide 22: Story of the 2023 audit
Financial statements and Other information Story of the • Unqualified independent auditor’s report signed on February 20, 2024 • Strategic report, governance, and sustainability statements and other information comply with 2023 audit requirements of Part 9 Book 2 of Dutch Civil Code and Dutch Standa
Slide 23: Audit fiscal year 2024
Audit fiscal year Audit fiscal year 2024 2024 • The audit approach for 2024 is expected to be largely consistent with 2023 • In addition to the audit of the financial statements, we will also perform “limited assurance” procedures for the CSRD reporting • Transition activities to KPMG will take plac
Slide 24: Questions on items 2a, 2b, 2c, 2d, and 3a
Questions on items 2a, 2b, 2c, 2d, and 3a
Slide 25: Please make yourself ready to vote
Please make yourself ready to vote – voting starts
Slide 26: 2d. Advisory vote on the remuneration report
2d. Advisory vote on the remuneration report as included in the 2023 Annual Report
Slide 27: 3a. Proposal to adopt the Financial Statements for 2023
3a. Proposal to adopt the Financial Statements for 2023 as included in the 2023 Annual Report
Slide 28: 3. Dividend policy
• 3b. Explanation of dividend policy 3. Dividend policy • 3c. Proposal to distribute a total dividend of €2.08 per ordinary share, resulting in a final dividend of €1.36 per ordinary share
Slide 29: Questions on items 3b and 3c
Questions on items 3b and 3c
Slide 30: 4. Release of the members of the Executive Board and Supervisory Board
• 4a. Proposal to release the members of the 4. Release of the Executive Board for the exercise of their duties members of the • 4b. Proposal to release the members of the Executive Board Supervisory Board for the exercise of their duties and the Supervisory Board from liability for the exercise of
Slide 31: Questions on item 4a and 4b
Questions on item 4a and 4b
Slide 32: 5. Composition Supervisory Board
• 5a. Proposal to appoint Mr. David Sides as member 5. Composition of the Supervisory Board Supervisory • 5b. Proposal to reappoint Mr. Jack de Kreij as Board member of the Supervisory Board • 5c. Proposal to reappoint Ms. Sophie Vandebroek as member of the Supervisory Board
Slide 33: Questions on item 5
Questions on item 5
Slide 34: 6. Remuneration Supervisory Board
6. Remuneration • 6a. Proposal to adopt the remuneration policy for the members of the Supervisory Board Supervisory • 6b. Proposal to amend the remuneration of the Board members of the Supervisory Board
Slide 35: Questions on item 6
Questions on item 6
Slide 36: Agenda items 7, 8, and 9
Agenda items • 7a. Proposal to extend the authority of the Executive Board to issue shares and/or grant 7, 8, and 9 rights to subscribe for shares • 7b. Proposal to extend the authority of the Executive Board to restrict or exclude statutory pre-emption rights • 8. Proposal to authorize the Executiv
Slide 37: Questions on items 7, 8 and 9
Questions on items 7, 8 and 9
Slide 38: 10. Proposal to amend the Articles of Association
10. Proposal to amend the Articles of Association
Slide 39: Questions on item 10
Questions on item 10
Slide 40: Voting results
Voting results
Slide 41: 11. Any other business 12. Closing
11. Any other business 12. Closing
Slide 42: Thank you!
Thank you!