Company announcement no. 6/2009
April 2, 2009
ANNOUNCEMENT CONCERNING ANNUAL GENERAL MEETING HELD IN AURIGA INDUSTRIES A/S
On April 2, 2009, Auriga Industries A/S held the annual general meeting at the
company's offices in Harboøre, Denmark.
At the general meeting, the Chairman of the Board of Directors, Ole Steen
Andersen, presented the annual report, stating among other things that:
Revenue increased by 30 per cent, and the profit before tax improved from DKK
83 million to DKK 402 million, amounting to the second-best results ever. At
unchanged exchange rates, a growth rate of 35 per cent would have been
realised.
Auriga's balance sheet remains strong with a low gearing, while net
interest-bearing debt corresponds to only twice the EBITDA for the year, which
is unchanged relative to last year. The equity ratio is 43 per cent. However,
investments and the build-up of inventories for the coming season have resulted
in a negative cash flow of DKK 720 million.
With market growth estimated at just over 20 per cent, Cheminova exceeded
market growth, thereby again winning market share in 2008. The growth was based
on a positive market characterised by a strong demand for the largest product,
glyphosate, the introduction and increased sales of new products and the
acquisition of a 50 per cent stake in the German Stähler group.
The Stähler acquisition has ensured direct access to additional three markets
in Europe: Germany, Austria and Switzerland. Also, Cheminova's product range in
Europe has generally been strengthened as a result of the acquisition, as
Stähler is introducing a number of interesting products in European countries.
The ownership of Stähler has been increased by an additional 25 per cent in
2009.
Cheminova has maintained a high level of activity within development and
registration of new and existing products. Thanks to the strong growth
achieved, development and registration costs now correspond to less than 5 per
cent of revenue. In 2008, a total of seven new active ingredients were
introduced in the first markets, which is a record number.
Improvements made at Cheminova's Danish factory contributed DKK 25 million in
2008, and other possible efficiency improvement initiatives have been
identified for implementation in 2009 and 2010, resulting in total savings of
up to DKK 100 million a year. Efficiency improvements boost the factory's
competitiveness, meaning that profitable production will be possible in Denmark
also in the future. However, this is conditional upon the authorities not
burdening the industry with considerable increases in taxes, for example in the
form of energy taxes.
Cheminova's vision states that the aim is the long-term, sustainable
development of the company, both of its business and in relation to society at
large. CSR is thus an integrated part of Cheminova's values, management,
development and operations. Cheminova's CSR report for 2008 describes the
results achieved in 2008 and the targets for 2009.
In relation to the scheduled phase-out plan for class I products, Cheminova has
succeeded in phasing out a number of these products earlier than planned in
Cuba, India and Colombia, while the last class I product has now been phased
out in Argentina.
Unlike the majority of Danish and foreign stocks, the Auriga share maintained
its value in 2008 - the price increased in the first half and dropped back to
its starting point during second half. Liquidity remains high, and in 2008 a
total of 18.6 million class B shares were traded at a combined price of DKK 3.2
billion. So far in 2009, the price of the Auriga share has increased by just
over 12 per cent, today at 1.00 pm trading at a price of 101,50.
The Chairman informed that the remuneration paid to the Board of Directors in
2008 amounted to DKK 2.3 million, and that the same amount will be paid in
2009. The Chairman of the Board of Directors receives a remuneration of DKK
500,000 a year, while the Deputy Chairman is paid DKK 300,000 a year, and
ordinary members are paid DKK 225,000 a year. The Board of Directors has
decided to establish an auditing committee consisting of two members. The Board
of Directors has decided that the committee chairman will receive remuneration
of DKK 200,000, while the ordinary member will be paid DKK 100,000 a year.
Even though the outlook for the coming years is positive for the crop
protection industry and despite positive expectations for the year as a whole,
the outlook for the current year remains very uncertain. The year had a weak
start as customers are hesitating placing orders before the start of the
season, and the market development in 2009 therefore remains very uncertain.
However, Cheminova still expects to win more market share in 2009. The revenue
is expected to reach approx. DKK 6,250 billion with an EBIT margin of approx. 9
per cent.
Kurt Pedersen Kaalund, President and CEO, presented the financial statements
for 2008, includ-ing the income statement, balance sheet and the proposed
appropriation of profits. Kurt Pedersen Kaalund concluded with a presentation
of Cheminova's new business plan “Five-in-Fifteen”.
The general meeting adopted the annual report and the proposal from the Board
of Directors that dividend of DKK 5.75 per share of DKK 10 be paid.
Povl Krogsgaard-Larsen, Torben Skriver Frandsen, Johannes Jacobsen, Karl Anker
Jørgensen and Jan Stranges were reelected to the Board of Directors. Erik
Højsholt was elected to the Board of Directors, while Ole Steen Andersen
resigned. Deloitte, statsautoriseret revisionsaktieselskab, was reappointed as
the company's auditors.
A resolution extending the authorisation of the Board of Directors to increase
the share capital with class B shares with a nominal value of up to DKK 25
million until May 1, 2014, was adopted.
A resolution proposing the change of the name of the VP Securities Services
(Værdipapircentralen) to VP Securities A/S and the change of address of the
external shareholder registrar was adopted.
A resolution proposing that the approval of remuneration for the Board of
Directors be added to the standard agenda for Auriga's annual general meeting
was adopted.
A resolution concerning the deletion of Article 7.4 of the Articles of
Association to the effect that Auriga is no longer required to hold more than
50 per cent of the votes in Cheminova was adopted. Ole Steen Andersen stressed
in his chairman report that this change of the Articles of Association should
not be taken as expression of Auriga wishing to divest Cheminova, either in
full or in part. The Board of Directors fully supports management's plan for
development and growth as the path to higher earnings and stronger value
creation for shareholders and other stakeholders.
A resolution authorising the Board of Directors to let the company acquire
treasury shares representing up to 10 per cent of the share capital was
adopted.
The Board of Directors held a board meeting after the general meeting at which
Erik Højsholt was elected Chairman of the Board of Directors and Povl
Krogsgaard-Larsen was elected Deputy Chairman.
AURIGA INDUSTRIES A/S
Erik Højsholt
Chairman of the Board of Directors
Kurt Pedersen Kaalund
President & CEO
