Navigator’S Industrial Complexes 72% 63% 72% 54% 48%
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REPORT AND ACCOUNTS 2019 REPORT AND ACCOUNTS 2019 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 REPORT AND ACCOUNTS 2019 PART 1 THE SEMAPA GROUP PART 2 MANAGEMENT REPORT PART 3 CORPORATE GOVERNANCE REPORT PART 4 CONSOLIDATED FINANCIAL STATEMENTS PART 5 STATUTORY AUDITOR CERTIFICATE AND REPORT OF THE AUDIT BOARD ON THE CONSOLIDATED ACCOUNTS PART 6 SEPARATE FINANCIAL STATEMENTS PART 7 STATUTORY AUDITOR CERTIFICATE AND REPORT OF THE AUDIT BOARD ON THE SEPARATE ACCOUNTS (translation from the original text in Portuguese) Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. Public Limited Company Av. Fontes Pereira de Melo, nº 14, 10º, 1050-121 Lisboa Company Registration and Corporate Taxpayer Number: 502 593 130 Share Capital: EUR 81,270,000 ISIN: PTSEM0AM0004 LEI: 549300HNGOW85KIOH584 Ticker: Bloomberg (SEM PL); Reuters (SEM.LS) WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 PART 1 THE SEMAPA GROUP THE SEMAPA GROUP 3 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 1. The Semapa Group ............................................................................................................................................................ 5 1.1. Mission, Strategic Principles and Values ................................................................................................................... 5 1.2. Who we are and what we do .......................................................................................................................................... 6 1.3. Message from the Chairman and CEO ...................................................................................................................... 11 1.4. Corporate Bodies ............................................................................................................................................................ 15 THE SEMAPA GROUP 4 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 1. THE SEMAPA GROUP 1.1. MISSION, STRATEGIC PRINCIPLES AND VALUES MISSION To be a benchmark for investment management in key sectors of the Portuguese and international economy, aware of the principles of sustainable development and capable of balancing the requirements of creating returns for shareholders with an attractive project for professionals and a deep social and environmental conscience. STRATEGIC PRINCIPLES To achieve growth with added value for shareholders, with a view to sustainable development with a firm social conscience; To maintain high standards of environmental responsibility and promote development of local communities; To develop its Human Resources, providing them with attractive career opportunities; To be ready for business opportunities and to make acquisitions with the potential for generating value. SEMAPA VALUES Social and environmental awareness Excellence, competence, innovation and entrepreneurship Discretion Respect, trust, collaboration and justice Integrity, ethics and honesty THE SEMAPA GROUP 5 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 1.2. WHO WE ARE AND WHAT WE DO THE SEMAPA GROUP 6 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 LEADING INDICATORS OF THE GROUP Revenue 30.3 Revenue Euros Million 510.7 € 2,228.5m Pulp and Paper Cement 2,228.5 Environment 2018: € 2,198.0 m +1.4% 1,687.6 Revenue 10% Euros Present in over 20 26% Million 12% countries Portugal 2,228.5 Rest of Europe 12% Strong international America Africa presence Asia and Oceania 40% EBITDA 7.8 -0.2 EBITDA Euros € 486.8m Million 107.2 Pulp and Paper 486.8 Cement 2018: € 548.5 m Environment Holdings -11.2% 372.1 EBITDA Margin Net Profit attributable to shareholders 21.8% € 124.1m 2018: 25.0% 2018: € 132.6 m -6.4% THE SEMAPA GROUP 7 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 Investment in tangible fixed 2.0 0.3 Investment Euros assets Million 42.6 Pulp and Paper € 202.9m Cement 202.9 Environment Holdings 2018: € 243.2 m 157.9 -16.6% Interest-bearing Net Debt Interest-bearing Net Debt Euros 391.7 €1,470.7m Million Pulp and Paper Cement 5.7 1,470.7 2018: € 1,551.6 m Environment Holdings -5.2% 715.3 358.0 Net Debt + IFRS 16 Net Debt + IFRS 16 Euros 391.9 €1,545.8m Million Pulp and Paper Cement 7.4 1,545.8 2018: € 1,551.6 m Environment Holdings 762.1 -0.4% 384.4 % certified wood % of certified wood received in Navigator’s industrial complexes 72% 63% 72% 54% 48% 2018: 63% 2016 2017 2018 2019 THE SEMAPA GROUP 8 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 Kg CO2 per t/cementitious Capacity and no. of factories -7.2% Product No. Capacity BEKP Pulp 3 1.55 MtAD vs. 1990 emissions UWF Paper 2 1.57 Mt Cement 8 9.75 Mt No. of Employees 272 29 No. of Employees 6,093 Employees Pulp and Paper 6,093 Cement 2018: 6,054 (+39) 2,512 Environment Holdings +0.6% 3,280 Accident Frequency Rate No. of Work Accidents -26% -17% vs. 2018 frequency rate vs. 2018 accidents Navigator Accident Frequency Rate No. Hours of Training/Employee -6% +8% vs. 2018 frequency rate vs. 2018 hours of training Secil THE SEMAPA GROUP 9 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 BUSINESS INDICATORS Million Euros 2015 2016 2017 2018 2019 Income Statement Revenue 2,132.3 2,074.6 2,164.7 2,198.0 2,228.5 EBITDA 478.2 489.1 500.7 548.5 486.8 EBITDA margin (%) 22.4% 23.6% 23.1% 25.0% 21.8% Operational results 287.9 244.5 272.3 313.7 241.0 EBIT margin (%) 13.5% 11.8% 12.6% 14.3% 10.8% Profit for the year 130.8 189.3 193.6 201.2 162.7 Attributable to Semapa's Shareholders 81.5 114.9 124.1 132.6 124.1 Per share Closing market price, Eur/share 12.695 13.400 17.795 13.100 13.720 Dividends per share, Eur (paid in n+1) 0.329 0.450 0.512 0.512 0.125 Basic earnings per share, Eur 0.850 1.418 1.538 1.643 1.540 Cash Flow Cash Flow 321.1 433.9 422.1 436.0 408.6 Investments Capital Expenditures 178.9 186.1 144.0 243.2 202.9 Balance Sheet Consolidated shareholders' equity 716.3 817.3 843.4 890.4 960.9 Total equity 1,131.6 1,227.1 1,221.9 1,257.6 1,261.7 Interest‐bearing net debt 1,803.0 1,779.7 1,673.7 1,551.6 1,470.7 Interest‐bearing net debt + IFRS 16 1,803.0 1,779.7 1,673.7 1,551.6 1,545.8 NOTE: 2019 dividends per share refers to the proposed allocation of profit presented in this report to be paid in 2020. THE SEMAPA GROUP 10 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 1.3. MESSAGE FROM THE CHAIRMAN AND CEO Heinz-Peter Elstrodt João Castello Branco Chairman of the Board of Directors CEO Dear Shareholders, In 2019, the macroeconomic environment was marked by signs of a slowdown in regard to the previous year, negatively affected by a number of uncertainties resulting from the trade wars between the USA and China and the turbulent Brexit process. The latest European Commission estimates point to an average growth in the GDP on the order of 1.4% in the countries of the European Union, a number below the 2018 level and relatively insignificant versus the initial forecasts. This was a result of the economic downturn experienced by Germany, France, Italy and the United Kingdom, countries that were penalised by the uncertainty in the foreign markets, which led to a drop in the export balance. In the USA, growth was on the order of 2.3%, driven by the increase in domestic consumption and a reduction in taxes, but even so, growth was lower than what was recorded in 2018. The Portuguese economy also experienced a slowdown in 2019, the annual growth rate dropping to 2.2%, which, on the one hand, reflected the worsening conditions in the foreign environment, and on the other, it was evidence of the weakening of the cyclical component of the recovery, as the possibility for growth based on increased employment continues to decline. The economic downturn in Portugal derived from the drop in the contribution of net exports to the growth of the GDP, in a context of a slowdown of foreign demand that directly affected the country’s exporters. The contribution of domestic demand also fell in terms of net imports, with the stronger dynamics of investment at the beginning of the year partially compensating for the deceleration of private consumption. In this context, the Group once again demonstrated its resilience and ability to deal with highly demanding situations as attested by the main economic‐financial indicators for 2019. Revenue amounted to 2,229 million euros, 73.8% of THE SEMAPA GROUP 11 WorldReginfo - b8975a62-0d6b-431f-9ac8-f3d72337e0d7 REPORT AND ACCOUNTS 2019 which deriving from exports and foreign sales. The EBITDA came to 487 million euros and net profit was 124 million euros. In 2019, consolidated net debt, including the impact of the adoption of IFRS 16, dropped to 1,546 million euros, due to the continuing strong generation of the Group’s operating cash flow, which registered 409 million euros. It was therefore possible to continue the strategy of reducing the level of indebtedness that has been implemented in recent years, which has translated into an increase in the Group's robustness and low‐risk profile and a strengthening of the Group's capacity to meet the future challenges. For the pulp and paper segment, 2019 was a year that was also characterised by an adverse market environment, as pulp prices in Europe fell sharply, as did the demand for pulp and paper both, accompanied by an increase in variable production costs, in particular due to price increases in wood, energy and chemicals. 2019 was also characterized by operational difficulties that were felt on Navigator's industrial sites and by some social instability, which generated stops due to strikes that occurred throughout the year in Setúbal, Figueira da Foz and Vila Velha de Ródão, and that resulted in production volumes below those in previous years.