Scandinavian Tobacco Group A/s · OMXCOP:STG
Scandinavian Tobacco Group A/s — Shareholder Meeting (April 2025)
46 slides from Scandinavian Tobacco Group A/s's shareholder meeting presentation, Apr 9, 2025
Slide 1: Creating Moments of Enjoyment
CREATING MOMENTS OF ENJOYMENT ANNUAL GENERAL MEETING 9 APRIL 2025
Slide 2: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 3: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 4: Report of the Board of Directors
REPORT OF THE BOARD OF DIRECTORS
Slide 5: Group Performance 2024
GROUP PERFORMANCE 2024 5% 9.2 2023 2024 8.7 DKK BILLION 24.1% -1.5%p ~0 -11.6% -12% 2.1 2.1 22.6% 1.0 0.9 Net Sales EBITDA EBITDA Free Cash Margin Flow Before special items Beforeacquisitions Before special items 5
Slide 6: Dividend Overview
DIVIDEND OVERVIEW PROPOSED DIVIDEND FIVE-YEAR DIVIDEND PER SHARE PAYOUT DKK/share 10 8 DKK 8.50 6 4 2 2023: DKK 8.40 0 2020 2021 2022 2023 2024 6
Slide 7: Europe Branded
EUROPE BRANDED SHARE OF GROUP NET REPORTED NET SALES 2024 EBITDA MARGIN SALES IN 2024 2024 BEFORE SPECIAL ITEMS 34% 3.1 DKKBn 21.0% HANDMADE SMOKING MACHINE-ROLLED NEXT GENERATION OTHER CIGARS TOBACCO CIGARS PRODUCTS 5% 24% 61% 8% 2% KEY BRANDS
Slide 8: North America Branded & RoW
NORTH AMERICA BRANDED & RoW SHARE OF GROUP NET REPORTED NET SALES 2024 EBITDA MARGIN SALES IN 2024 2024 BEFORE SPECIAL ITEMS 34% 3.1 DKKBn 36.0% HANDMADE SMOKING MACHINE-ROLLED NEXT GENERATION OTHER CIGARS TOBACCO CIGARS PRODUCTS 33% 24% 23% 2% 18% KEY BRANDS
Slide 9: North America Online & Retail
NORTH AMERICA ONLINE & RETAIL SHARE OF GROUP NET REPORTED NET SALES 2024 EBITDA MARGIN SALES IN 2024 2024 BEFORE SPECIAL ITEMS 32% 2.9 DKKBn 14.8% HANDMADE SMOKING MACHINE-ROLLED NEXT GENERATION OTHER CIGARS TOBACCO CIGARS PRODUCTS 72% 3% 9% 4% 12% ONLINE STORES
Slide 10: Rolling Towards 2025
ROLLING TOWARDS 2025 PURPOSE CRAFT THE RITUALS THAT MAKE US MORE VISION BE THE UNDISPUTED & SUSTAINABLE GLOBAL LEADER IN CIGARS LARGER GROWING EBITDA OUTSTANDING CASH AMBITION COMPANY MARGIN GENERATION MUST-WIN BATTLES our handmade future profit growth in sustainability new megers everything a perfo
Slide 11: Rolling Towards 2025
ROLLING TOWARDS 2025 PURPOSE CRAFT THE RITUALS THAT MAKE US MORE VISION BE THE UNDISPUTED & SUSTAINABLE GLOBAL LEADER IN CIGARS LARGER GROWING EBITDA OUTSTANDING CASH AMBITION COMPANY MARGIN GENERATION MUST-WIN BATTLES our handmade future profit growth in sustainability new megers everything a perfo
Slide 12: Rolling Towards 2025
ROLLING TOWARDS 2025 PURPOSE CRAFT THE RITUALS THAT MAKE US MORE VISION BE THE UNDISPUTED & SUSTAINABLE GLOBAL LEADER IN CIGARS LARGER GROWING EBITDA OUTSTANDING CASH AMBITION COMPANY MARGIN GENERATION MUST-WIN BATTLES our handmade future profit growth in sustainability new megers everything a perfo
Slide 13: Creating Moments of Great Enjoyment
CREATING MOMENTS OF GREAT ENJOYMENT 13
Slide 14: Rolling Towards 2025
ROLLING TOWARDS 2025 PURPOSE CRAFT THE RITUALS THAT MAKE US MORE VISION BE THE UNDISPUTED & SUSTAINABLE GLOBAL LEADER IN CIGARS LARGER GROWING EBITDA OUTSTANDING CASH AMBITION COMPANY MARGIN GENERATION MUST-WIN BATTLES our handmade future profit growth in sustainability new megers everything a perfo
Slide 15: Rolling Towards 2025 Nearing Completion
ROLLING TOWARDS 2025 NEARING COMPLETION EXPANDED STRENGTHENED our product portfolio our brands and retail through M&A presence GROWN CREATED to be a larger and more a strong foundation for profitable company future growth and our core tobacco business 11
Slide 16: Sustainability Agenda – Rolling Responsibly
SUSTAINABILITY AGENDA – ROLLING RESPONSIBLY • Scope 1, 2 and 3 emissions targets validated by Science 25.1% Based Targets initiative • Fully compliant with EU Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Compared with 2020 Standards (ESRS) baseline year •
Slide 17: The Shareholder-Elected Members of the Board of Directors
THE SHAREHOLDER-ELECTED MEMBERS OF THE BOARD OF DIRECTORS HENRIK BRANDT HENRIK AMSINCK DIANNE NEAL BLIXT Current Chairman MARLENE FORSELL JÖRG BIEBERNICK ANDERS OBEL 17
Slide 18: Election of Members to Board of Directors: Candidates
ELECTION OF MEMBERS TO BOARD OF DIRECTORS: CANDIDATES HENRIK BRANDT JÖRG BIEBERNICK DIANNE NEAL BLIXT Current Chairman MARLENE FORSELL ANDERS OBEL RICARDO CESAR DE ALMEIDA OBERLANDER 18
Slide 19: Remuneration of Executive Management
REMUNERATION OF EXECUTIVE MANAGEMENT 29.6 DKK million TOTAL COST OF REMUNERATION 19
Slide 20: 2025 Financial Outlook
2025 FINANCIAL OUTLOOK NET SALES EBITDA MARGIN Before special items In the range of In the range of DKK 9.2-9.7 billion 20-23% FREE CASH FLOW ADJUSTED EPS Before acquisitions In the range of In the range of DKK 0.8-1.1 billion DKK 11-14
Slide 21: Shareholder Return Policy
SHAREHOLDER RETURN POLICY Our shareholder return policy Annual growth in remains unchanged ordinary dividend Dividend and/or share payment buy-back 21
Slide 22: Craft the Rituals That Make Us More
OUR PURPOSE CRAFT THE RITUALS THAT MAKE US MORE
Slide 23: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 24: Adoption of the Audited Annual Report
ADOPTION OF THE AUDITED ANNUAL REPORT 24
Slide 25: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 26: Appropriation of Profit as Recorded in the Adopted Annual Report
APPROPRIATION OF PROFIT AS RECORDED IN THE ADOPTED ANNUAL REPORT PROPOSED DIVIDEND PROPOSED TOTAL PER SHARE PAYMENT* DKK 8.50 DKKm 731 2023: DKK 8.40 26
Slide 27: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 28: Presentation of the Company's Remuneration Report for an Advisory Vote
PRESENTATION OF THE COMPANY’S REMUNERATION REPORT FOR AN ADVISORY VOTE 28
Slide 29: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 30: Adoption of the Remuneration of the Board of Directors and Board Committees
ADOPTION OF THE REMUNERATION OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES Board of Directors Annual base fee DKK 440,000 Chairman DKK 440,000 x 3 Vice-chairman DKK 440,000 x 2 FOR THE Audit Committee (in addition to the annual base fee as Board member) YEAR 2025 Chairman DKK 440,000 x 75% Other me
Slide 31: Agenda
AGENDA 01 Report of the Board of Directors on the Company’s activities during financial year 02 Adoption of the audited annual report 03 Appropriation of profit as recorded in the adopted annual report 04 Presentation of the Company’s remuneration report for an advisory vote 05 Adoption of the remun
Slide 32: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 33: 6A Proposal to Reduce the Company's Share Capital
6A Proposal to reduce the Company’s share Adoption of the proposal implies amendment to capital from DKK 86,000,000 to DKK the following article in the Articles of Association. 80,000,000. 3.1: The company's share capital is nominally DKK 80,000,000, divided into shares of DKK 1 or any multiple ther
Slide 34: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 35: 6B Extension of Authorisations to Increase Share Capital
6B Extension of authorisations to the The revised wording of the proposed authorisations in Articles 5.1-5.2 shall be as follows: Board of Directors to increase the 5.1: In the period until 9 April 2030, the board of directors is authorised on one or more occasions to increase the Company’s share ca
Slide 36: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 37: 6C Extension of Authorisation to Acquire Own Shares
6C Extension of authorisation to the Board of Directors for The revised wording of the proposed authorisation in the Company to acquire own shares Article 6.1 shall be as follows: 6.1: In the period until 9 April 2030 the board of directors is authorised to allow the company to acquire its own share
Slide 38: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 39: 6D Deletion of Age Limit for Board Candidates
6D Deletion of age limit for candidates for the Board of The revised wording of Article 11.1 shall be as follows: Directors 11.1: The Company is managed by a board of directors consisting of 6 to 10 directors elected by the general meeting to hold office until the next annual general meeting. 39
Slide 40: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Extension of authorisations to the Board of Directors to increase the Company’s share capital without pre-emptive subscription rights for the existing shareholders 6C Extension of authorisation to the Board of Directors for the Company to acquire
Slide 41: Election of Members to Board of Directors: Candidates
ELECTION OF MEMBERS TO BOARD OF DIRECTORS: CANDIDATES HENRIK BRANDT JÖRG BIEBERNICK DIANNE NEAL BLIXT Current Chairman MARLENE FORSELL ANDERS OBEL RICARDO CESAR DE ALMEIDA OBERLANDER 41
Slide 42: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Adoption of an amendment to the Articles of Association to amend the Indemnification Scheme for members of the Board of Directors and the Executive Management as adopted at the general meeting in 2023 6C Approval of the Remuneration Policy 07 Ele
Slide 43: Election of Auditor(s)
ELECTION OF AUDITOR(S) The Board of Directors proposes to re-elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab in accordance with the Audit Committee’s recommendation. The Board of Directors further proposes to elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab
Slide 44: Agenda
AGENDA 6A Reduction of the Company’s share capital 6B Adoption of an amendment to the Articles of Association to amend the Indemnification Scheme for members of the Board of Directors and the Executive Management as adopted at the general meeting in 2023 6C Approval of the Remuneration Policy 07 Ele
Slide 45: Any Other Business
ANY OTHER BUSINESS
Slide 46: Thank You
¢ SCANDINAVIAN TOBACCO GROUP THANK YOU
Scandinavian Tobacco Group — Shareholder Meeting (April 2025) on 6ix