Corbion N.V. (CRBN) Earnings Call Transcript & Summary

June 29, 2020

Euronext Amsterdam NL Materials Chemicals shareholder_meeting 103 min

Earnings Call Speaker Segments

Mathieu Vrijsen

executive
#1

Ladies and gentlemen, my name is Mathieu Vrijsen, and I'm the Chairman of the Supervisory Board. I hereby open the Annual General Meeting of Shareholders of Corbion. I would like to welcome you at this Annual General Meeting of Shareholders. Mr. Rigaud, our CEO, does not speak Dutch and therefore, the language of this meeting is English. For those who do not speak English, the meeting will be translated, and you can follow this translation via the webcast. I hope this will enable everyone to follow the discussions. [Foreign Language] I realize that this meeting takes place under special and difficult circumstances due to the coronavirus situation. Since the beginning of this year, we all have been affected heavily by the coronavirus, both in our private and our business lives. The directions given by the Dutch government have caused us to organize this meeting as a virtual meeting, allowing you, as shareholders, to participate by participating via webcast. We truly regret that we are not able to meet you in person this year, and we hope that such opportunity will be available again at the next occasion. I now would like to introduce to you the persons behind the table. Some of the members of the Supervisory Board participated by video conference. The other participants on behalf of Corbion are here in the studio of NFGD Zoetermeer. We will now show how this looks. By video conference are participating, Liz Doherty, member of the Supervisory Board; Stefanie Schmitz, nominated member of the Supervisory Board; Steen Riisgaard, member of the Supervisory Board; and Rudy Markham, Vice Chairman of the Supervisory Board. Here in Zoetermeer are present, Ilona Haaijer, nominated member of the Supervisory Board; Jack de Kreij, member of the Supervisory Board; [ Jürgen ] of from KPMG; Mariette Mantel, Secretary for this meeting; Olivier Rigaud, CEO; and Eddy Van van Der Kloot, CFO. And last, but not least, Harry Noppers, the company's Secretary. All legal and statutory requirements have been complied with -- have been complied with to convene this meeting. The convocation document for this meeting were published on Corbion's website on 18th of May 2020 and as of that date were also available at Corbion's offices. Shareholders who were registered in the shareholders -- registered on the record date for this meeting have been notified by letter. Mrs. Mantel will make the minutes of this meeting. And after the meeting, I will request her to sign the minutes, together with myself. In connection with the orderly conduct of this meeting, I hereby inform you that as for each specific agenda item, as announced in the convocation documents, all the questions that have been submitted in writing prior to this meeting by shareholders will be answered by the company. The questions that had been submitted will be addressed per agenda item. We will share the questions and answers on the screen, which can be followed by the webcast. Furthermore, only shareholders who have submitted a question prior to this meeting are allowed to ask follow-up questions during this meeting by sending an e-mail to [email protected] during the meeting. Any follow-up questions will be addressed at the agenda item, any other business. As explained in the convocation documents as posted on the Corbion website, the voting on all agenda items has been completed prior to the meeting. Shareholders have had the opportunity to use electronic or written proceeds to cast their votes. For each agenda item that is a voting item, the text of the proposal that has been voted on will be shown on the screen. For each voting item, we will provide you on the screen with information as to how many have been cast in favor of the proposal, how many votes have been cast against the proposal and how many votes have been abstained from voting. After that, I will inform you whether or not a specific voted item has been adopted. Votes were cast for 44,277,300 shares, representing 75.22% of the issued and qualified to vote capital. Every share was entitled to one vote. I would like to move now to Agenda Item #2, and that is the annual report 2019. As usual, the Chairman of the Board of Management, Mr. Olivier Rigaud, will give a presentation on the developments at Corbion. After this presentation, we will address the questions asked with respect to the annual report. May I please ask your attention for the presentation of Mr. Rigaud. Olivier?

Olivier Rigaud

executive
#2

Thank you, Mathieu. So I will first start with the safety. Why is safety so important? Workplace health and safety is very important to Corbion as it is the key factor within the company to promote the wellness of both employees and the employer. It is a duty and a moral responsibility of the company to look after its employees when it comes to health and safety. And these days, the corona pandemic is making this even more relevant to all of us. A common saying is "A safe workplace is an efficient workplace." So I'm convinced that this will benefit actually to all stakeholders, starting, of course, for our employees and their families, but also our shareholders and the community around us. Now before going to highlight the 2019 key developments, I would like to thank Tjerk de Ruiter, my predecessor, for a very smooth handover and also for passing on a company with very solid foundations. Back in 2019, and starting with Ingredient Solution, within our Food business, we had a very good year that finished with a very strong Q4 primarily into the Bakery and the Meat segment whilst our Beverages & Confectionery markets were stable. On the opposite, we saw some decline into the Biochemical sector primarily driven by a low cycle into the electronic market. On Innovation Platform, we had results in line with our expectation, with a very strong sales increase driven primarily by lactic acid sales to our PLA joint venture, together with Total. On company financials, our net sales growth was plus 8.8% with a 2.5% organic growth whilst our EBITDA at EUR 145.9 million did enjoy an organic increase of 7.8%. So as a dividend proposal and dividend payout or cash regular dividend of EUR 0.56 per share, so a 72% payout ratio. So as a reminder of the previous strategic period target, as you can see on this slide, almost all targets have been met, except the organic growth for Ingredient Solution, primarily driven by the lower sales in Biochemical, as I just explained. Other targets have been met during the period. Now let's move to the new Corbion strategy. We've been working over 4 months together with internal team and the Supervisory Board, our new Advanced 2025 strategy, and I will just show a short video that highlights our purpose. [Presentation]

Olivier Rigaud

executive
#3

So we did a lot with very strong purpose. We, at Corbion, champion preservation in all its forms, preserving food and food production, health and the planets. We've embedded sustainability in everything we do. For this, we've aligned our business behind 3 sustainable development goals. In the previous period, we had SDG 2 and 12, and we've been adding SDG 3, about preserving health. Today, over 60% of our current business aligns already behind these 3 sustainable development goals. First, on preserving food and food production. Of course, we participate to make food safer. We extend shelf life, improve texture and nutritional benefits of food. We're also preserving the natural resources by partnering with our partners to promote a sustainable agriculture. Preserving health, is, of course, preserving safety of our people, but also through our biomedical solutions, through our algae solutions and also our, let's say, derivatives sold to the pharma industry that we participate to this sustainable development goal. And last, but not least, preserving the planet and the natural resources. Again, by preserving the oceans, by enabling a responsible aquaculture, but also by preserving human rights and the environment through responsible sourcing and obviously by preserving the climate through our commitment via a science-based target to the Paris Agreement. So we built that strategy, first of all, by building on our current strength. And Corbion's strengths are really -- I mean, starting with deep fermentation knowledge. We've been into lactic acid fermentation for over 90 years, and we have derived a lot of capabilities, integral property and capabilities from this history. We are today market leader in food preservation and freshness. We have a very deep understanding of food spoilage and how do we make food safe for consumers. And we've developed a very on-trend portfolio of clean label and natural solution, starting in Meat and Bakery, but we can roll out into adjacent categories. And last, but not least, we are the market leader in lactic acid today with over 40% global market share. We are present in all continents, and we believe we have a very low-cost production that will be strengthened by our new upcoming technology that we call sustainable gypsum-free technology. We have also a leadership position in polylactic acid for bioplastic through our joint venture with Total. So this strategic plan has been about focusing, aligning and balancing our resources. Focusing, we realized that we were spread, rather seen on too many initiatives. So we decided to focus on higher-growth category and make clear portfolio choices based on strategic fit, and I will come back to that in a minute. We also needed to redefine and differentiate our solution-driven approach versus our product strategy-driven portfolio. And the line, according to 3 business segments, being sustainable food solution, which is a solution-based strategy; the lactic acid and specialties being a product-driven strategy; and an incubator; and finally, oddly, to trigger growth, to allocate our resources in higher-growth segments and get more resources behind sustainable food solution and lactic acid specialties. Aligning on the core segment. As you can see, everything we do, start from our purpose and our strong roots on sustainable solution and sustainable approach. Within Sustainable Food Solution, we intend to build this leadership position in preservation and functional system whilst in the Lactic Acid & Specialties. It will be about still further investing strongly in lactic acid and in derivatives. For our Incubator, the aim there is to leverage our skills into fermentation, but also to create a new growth path that will be feeding into the 2 business units. So starting with Sustainable Food Solution, we have prioritized 2 key themes, one being around preservation and another being around functional system. As you can see on this slide, natural preservation is growing twice as fast as the market rate. This is a market where we see today a very strong conversion from synthetic and fossil-based preservatives to natural alternatives. And we believe that Corbion can hold that space and really foster the conversion from fossil-based and synthetic food preservatives to natural and better-for-you options for the consumer. When we speak about functional systems, it's about adding additional functionalities by combining several ingredients to create an enhanced new functionalities that could help, for instance, extend the shelf life, reduce mold in food products, or simply reduce sodium by different solutions through our natural products. Moving to the second business unit around Lactic Acid & Specialties. As I stated before, we are the global market leader, and we intend to consolidate that position. Recently, back in January, we announced a massive investment into a new lactic acid plant in Thailand based on our new technology. We also announced our intent to further support PLA growth through additional investment as adding additional resources to our Biomedical and biopolymer business. Finally, within our Incubator, we are moving to a stronger focus around 3 major initiatives: The first one being omega-3 DHA for aquaculture, the second being algae protein through our cooperation with Nestlé, and the last one being developing further a copolymer platform through also fermentation products. Now how do we measure our success? When we look to the first pillar around the planet, and this is very much aligned with our SBT targets, it's about getting by 2025, 100% of our sugar responsibly sourced and 100% verified; also taking strong commitment about deforestation, 3 key raw materials as well, 100% verified; reducing by 20% our greenhouse gas emission by metric ton of products. As a reminder, our target is to reduce it by 33% by 2030. And last, but not the least, is to have all our products with environmental claim covered by life cycle analysis so by 2025. On the business side, it's about having a bandwidth of organic net sales growth between 4% and 7%, and EBITDA margin of over 17% by 2025. About our people, back on the safety target being on the top quartile industry performance, about engagement and inclusion also being in the top quartile of the Gallup Global Benchmark, and on gender diversity, having at least 35% of our senior and executive management being female. Now let's give an update on the COVID and how Corbion did react during that period. Obviously, we've seen Corbion being pretty resilient and relevant during that period, although we've had, I mean, very tense time, as, I mean, we can all imagine. But health of our employees has been first on our list and obviously, business continuity, making sure we could continue to serve our customers was very important, and we are pretty proud to say that, yes, we didn't let down any customers during that period. And as Corbion was classified by many governments as an essential industry, we've been able to continue operating, yes, with some tension within the supply chain, but without any major disruption. During the period, we didn't have to close, I mean, any factory. Yes, we've had maybe to shut down a couple of lines for a couple of days. But all in all, we didn't close any plant. So when we look at, obviously, the challenge during that period, it was about our ability to continue some of the big projects. We, in the period, we completed the major expansion in Thailand where we had a major capital investment to debottleneck our lactic acid capacity. We've also been able to complete our algae plant liquid suspension projects, and also to start working on the new lactic acid plant in Thailand that I referred to earlier. As we speak, we are implementing a return to the office plan across the globe, having obviously a special attention for what's going on in the U.S. today and in Brazil, where we have a large workforce as well and a large customer base. When we look to the internal response to the COVID pandemia, I'm pretty proud to -- I mean, again, I've seen a great display of our Corbion values around courage, care, commitment and collaboration. You could see a few examples here on the slide. I will not commend them all, but something we are pretty proud is the one you can see on the right-hand side, which is a testimony from customers, saying as thank you to keep them running during the period. But we've had also, I mean, a lot of internal recognition. We've been also very proud to help communities, whether it is with -- also hydraulic oil gels or PLA toolkit to open doors, for example. Moving on now to the conclusion in the last slide, I would like to reiterate our strong commitment to sustainability to a safer economy and our commitment to the Paris agreement. In the, let's say, worldwide response to COVID, this has demonstrated that we are even, even more relevant than ever with the Corbion strategy and value proposition. I also would like to share something that just came in last week that is not on the slide. Last week, we were awarded the platinum award from Ecovadis that ranks Corbion in the top 1% of the company participating. And Ecovadis is about social corporate responsibility around environment, labor and human rights, ethics and sustainable procurement. So I will end on that note and hand over back to you, Mathieu. Thank you.

Mathieu Vrijsen

executive
#4

Thank you, Olivier. We now move to the questions that we have received with regard to the annual report 2019.

Mathieu Vrijsen

executive
#5

And the first questions come from VBDO, and what I will do is I will read the question and then ask one of the members of the Board of Management to answer the question. You can see both the question and the answer on your screen. The first question is around climate adaptation. VBDO complements Corbion on its B score in the annual CDP benchmark of 2019. Corbion states in the benchmark that extreme weather events may have result -- may result in a significant period of plant shutdown or disruption, and hence, in nontimely delivery of company products. Additionally, shifts in climate patterns may impact the availability of agriculture-derived raw materials, [ CDP 2.2c ], whatever that means. Corbion does not consider climate-related risks to have substantive impact on Corbion's business operations. VBDO is curious to know about Corbion's approach to climate-related issues. What are the next step for the company in implementing the recommendations of the task force on climate-related financial disclosure? And what may stakeholders expect in 2020? Olivier, can you answer this question, please?

Olivier Rigaud

executive
#6

Thank you, Mathieu. So as Corbion, we are conducting in-depth climate-related risk and opportunity assessment this year. The outcome of this assessment will be included in our response to the CDP climate change survey and in our 2020 annual report. In 2019, we committed to reduce our carbon footprint by 33% in 2030 compared to 2016, a target that has been approved by the science-based target initiatives. We have supported several calls to action, to urge for efforts to reduce greenhouse gas emissions post-COVID. As a CEO, I've signed the largest ever United Nation-backed CEO-led climate advocacy statement, urging government to align their COVID-19 recovery efforts with the latest climate science.

Mathieu Vrijsen

executive
#7

The next question is around labor conditions in the supply chain. Corbion uses a Supplier Ethical Data Exchange, SEDEX, platform to monitor social performance of its manufacturing sites. Every 3 years, Corbion sites are audited by a third-party using the SEDEX member's ethical trade audit, SMETA. However, VBDO has not been able to find information in Corbion's public reporting related to the implementation, as well as the outcomes of both the risk management and the due diligence screenings of its suppliers. VBDO has prepared 2 questions in relation to this. Question one, to what extent does SEDEX and SMETA monitor suppliers beyond Tier 1? What percentage of Corbion suppliers have been assessed? And has the company set the target related to this? And the second question is, is Corbion willing to communicate to stakeholders about the positives as well as the negative outcomes of SMETA, and the adherence of the company's suppliers to the supplier code of conduct.

Olivier Rigaud

executive
#8

So answering the first question, first. Monitoring beyond Tier 1 is possible in SEDEX, but not implemented today. For our agriculture-derived raw materials, we use specific certification such as SRPO for palm oil and Bonsucro for sugar, including audits to ensure that our culture-specific topics are covered instead. At the moment, about 50% of suppliers identified as potential high-risk in our security of supply assessment is monitored in SEDEX, and about 10% are covered via certification. Our target is 100% in total, whether it is certification audit for SEDEX. On the second part of the question. As we speak, we are updating our materiality assessment and reporting approach. We will take this suggestion into account. We have published a social metric assessment. A case study, including an assessment of our suppliers that can be found on our website under the download helper section.

Mathieu Vrijsen

executive
#9

The next question is around diversity. Corbion has drawn up a diversity profile and developed the diversity policy for both the company's Boards and division CEO based on the minimum target of 30% male and 30% female representation. In the annual report, it can be read that Corbion agreed in 2019 on a company-wide inclusion and diversity policy, which will be communicated and rolled out in 2020. VBDO considers the theme of diversity to be more comprehensive than just gender balance. In addition to age and gender, VBDO also considers work disabilities, cultural background, religion, nationality and sexual preference among characteristics of diversity. Nevertheless, VBDO is pleased to read that Corbion is making progress on this theme and prepare 3 questions on this. One, will Corbion, as a sign of maturity on this topic, disclose a new policy as well as the progress that the company already made on this matter, transparently to its stakeholders? Two, will Corbion only include all underrepresented groups and different levels of the entire organization in the new inclusion and diversity policy? And three, is Corbion planning to set and communicate corresponding targets as well as outcomes for different levels of the company? Olivier, please?

Olivier Rigaud

executive
#10

Yes. So inclusion and diversity is part of our people objectives with a new strategy, Advanced 2025, and we will report on the progress made on these objectives. Following up on the announcement in the annual report 2019, we have enhanced our industry, our maturity level on this important strategic driver by issuing 2 specific APIs. The first one is rank in the top quartile against the Gallup Global Benchmark. The second is around diversity, primarily gender, in senior management where we are targeting above 35% globally in addition to the objective set for the Supervisory Board, Board of Management and Executive Committee. To achieve both strategic targets, we will implement various tools, ranging from inclusion and diversity awareness, workshop on a global scale, dedicated sourcing activities and recruitment and appointment ratio targets. We focus our corporate diversity journey firstly on gender. However, diversity in the broader stance is on our radar and has been built in the various tools referred to previously. Over time, we will assess which mature targets can be added to our KPIs to drive this much further. Based on local legislation, underrepresented groups are already included in local inclusions and diversity policies.

Mathieu Vrijsen

executive
#11

Question number four, in the annual report of 2019, Corbion met the male-female ratio of the entire organization. Generally, women are often still disadvantaged compared to men. On average, women in the European Union earn approximately 16% less than men. Organizations that treat their employees fairly may find an increase in productivity that comes from higher morale and employee commitment. Such companies find it easier to recruit and retain a skilled workforce as well as sustaining or improving their reputation. Is Corbion willing to analyze gender underpay gap for different levels within the entire workforce and report on this matter to its stakeholders?

Olivier Rigaud

executive
#12

Corbion does, in fact, analyze pay practices on gender equality. Corbion has a formal system and structure for analyzing job roles and connecting these to pay levels. This is fully independent of the actual job holder and consequently diversity neutral. Corbion does analyze the implementation of this system to verify that differentiation, and therefore, differences in actual pay level on individual job holder level only arises from the implementation of objectives criteria, such as performance, relative salary positions and years in position. This analysis reveals today that no material pay gap based on gender.

Mathieu Vrijsen

executive
#13

Thank you, Olivier. Then we continue now with the questions that were forwarded by Mr. [ Dan Haer ]. Mr. [ Dan Haer ] has asked 5 questions, and they will be answered by both Mr. Rigaud and Mr. Van Rhede. Question number one on strategy. What exactly is the synergy between the 2 lines of business? Olivier, can you be clear on that?

Olivier Rigaud

executive
#14

Yes. Most of our products start out with the fermentation process. The specialized knowledge and shared assets and -- are, therefore, leveraging both business lines. After the initial fermentation process, we produce derivatives that can end up in very different industries. One example of this is sodium lactic acid that ends up as meat preservative in sustainable food solution or ethyl lactate that ends up as a solvent in lactic acid and specialties.

Mathieu Vrijsen

executive
#15

The second question is also on strategy. I have felt for years that you are on too many Board shares. Why don't you agree with me? Olivier, why don't you agree?

Olivier Rigaud

executive
#16

No. We agree with you. And that's why in the Advanced 2025 Plan, we make a sharp distinction between core and noncore business. Approximately 17% has been deemed noncore, which means we will either optimize free cash flow generation or optimize proceeds from exits.

Mathieu Vrijsen

executive
#17

Question number three is on customers. How many customers do you have? And what percentage of the turnover ends up in retail and which in food services?

Olivier Rigaud

executive
#18

We've never disclosed the amount of customers and are indeed delivering products to both retail as well as food service. We cannot give an exact number of turnover split since multiple customers actually deliver both outlets.

Mathieu Vrijsen

executive
#19

Question number four is around turnover. Turnover increases 9% and cost 15%. Isn't that unhealthy? Eddy?

Eddy van Der Kloot

executive
#20

So the quoted figures are based on IFRS numbers. And these numbers are based on actual exchange rates and are also including adjustments like the noncash impact of the impairment we've taken on the LG business. So measured at the underlying adjusted level, the cost increase amounts to 10%, quite in line with the reported sales growth. And for further reference, please proceed to Page 10 and 11 of the annual report.

Mathieu Vrijsen

executive
#21

Question number five is 2019 gross margin decreased from 29% to 24% and net profit by 50%. Do you expect the turnaround until the level of 2018?

Eddy van Der Kloot

executive
#22

And so again, the figures are quoted based on IFRS numbers and include the noncash impact of the impairment, which we've taken on the LG business. So this incidentally, reducing the 2019 reported gross margin. So looking at the adjusted figures, which are excluding these nonrecurring effects, gross margin is actually relatively stable at 28%. The adjusted net result after tax is relatively stable, about 6% below last year.

Mathieu Vrijsen

executive
#23

Okay. Then we now will address the questions we received from the VEB. The VEB has asked 9 questions. And both Mr. Rigaud and Mr. Van Rhede will answer these questions. Question #1. In the press release of April 30, Corbion reported that the corona pandemic led to a higher organic sales in the first quarter and that all segments showed higher sales and profitability. There are 2 questions to this statement. Question number one, did Corbion see this development continue in the following months? Olivier, which page...

Olivier Rigaud

executive
#24

That is on Page 19.

Mathieu Vrijsen

executive
#25

19. I missed it, sorry. I'll read it again. So this question number one. And that is, did Corbion see this development continue in the following months? Corbion -- that Corbion did expect. And if so, how?

Olivier Rigaud

executive
#26

Yes. So just to say that, of course, I mean this pandemic has got significant impact on our society. But nevertheless, the impact in the full industry and the health care industry is different from sectors active in the travel, for instance, airlines, hotel and tourism. So far, COVID and the COVID-related measures have not let for Corbion to any significant supply chain disruptions, and we have continuously supplied product to our customers. As expected, there are different patterns between retail and out-of-home businesses.

Mathieu Vrijsen

executive
#27

Question #2. Has Corbion seen reason to run scenarios stress tests in the context of any pressure on turnover and profit? If so, what is the impact on revenue, EBITDA, free cash flow, liquidity and solvency in the worst-case scenario? Eddy, can you say something about that?

Eddy van Der Kloot

executive
#28

As a good business practice, we are doing regular scenario analysis on our financials. The conducted analysis has not led to the requirement of any significant additional measures to be taken. Please also keep in mind that our diversified business portfolio is a significant share in the food and health care industries is clearly less impacted by the COVID pandemic compared to companies active in sectors like tourism and travel. Aligned with our financial scenario analysis, we have continued our dividend proposal. Still, given the uncertainty of the further development of the pandemic, we stepped up the monitoring of our liquidity development and remain alert to early identification of potential adverse developments.

Mathieu Vrijsen

executive
#29

Question number three is around risk management. In the 2019 annual report, Corbion gives a description for 6 strategic risks. The VEB still assumes on the basis of the old strategic plan, creating sustainable growth 2018, 2021 as well as the mitigating measures that have been taken. Has Corbion seen a reason to supplement and/or adjust the strategic risk factors due to the new strategic plan Advance 2025? Eddy?

Eddy van Der Kloot

executive
#30

As part of the new strategy, Advance 2025, the risk assessment update cycle has been started to ensure that the identified key strategic risk factors are properly considered in the risk assessment. This process will be finalized in the second half of 2020. In addition, in our half 1 -- first half results this year press release in August 2020, we will provide a risk update, including the impact of the COVID-19 pandemic.

Mathieu Vrijsen

executive
#31

The second question on question number three is for each of the strategic and operational risk factors mentioned. Can Corbion indicate what the risk trend is, for instance, whether the probability that a risk will manifest itself, and the impact of this risk has increased or decreased compared to last year, year-end 2018? Eddy?

Eddy van Der Kloot

executive
#32

In general, the risk assessment performed in 2019 resulted in a comparable risk overview as per 2018. To highlight the most material changes, we've added in the 2019, the algae ingredients business development and access to skilled talent to the list of our top risks.

Mathieu Vrijsen

executive
#33

The next question is around the new ERP project and has several sub-questions. The first one, can Corbion explain how the project is progressing. Eddy?

Eddy van Der Kloot

executive
#34

We've completed the design phase of our new ERP program, brought our operations in Thailand and Singapore successfully live in September last year. Subsequently, the go-live for Japan, China and India, where we have sales offices, was planned for implementation for March this year. However, due to COVID-related travel restrictions, we had to pause these preparations, and the project team have moved on to the plant go-live for the next implementation in Europe. The full rollout schedule is planned to be completed by the end of 2021. However, this depends on the project team traveling to the go-live locations. As the project team is primarily based in the Netherlands, the next go-live in Europe can be supported. We are currently investigating how to minimize the schedule impact of travel restrictions for the remaining go-live locations outside of Europe.

Mathieu Vrijsen

executive
#35

The second sub-question, which adjustment to the operational, commercial and financial processes have been made prior to the implementation process? And which adjustments still need to be made?

Eddy van Der Kloot

executive
#36

One of the objectives of our ERP project is to standardize our business processes as much as possible. In this, we are migrating from 2 major aged legacy ERP platforms to one integrated system. Prior to the implementation phase, we spent quite some time to define our new operating model, covering various business processes. The required process adjustments are to be seen as a multitude of smaller improvements rather than major adjustments required to repair, address significant business process flows. An example of a business improvement is found in a more controlled setup of our procurement process by workflows via procurement orders and the subsequent freeway matching with goods received and invoice handling.

Mathieu Vrijsen

executive
#37

The third sub-question is does the ERP migration projects still run within the initially set schedule and the original budget?

Eddy van Der Kloot

executive
#38

So far, the project progresses according to plan, except for the already answered second Asian implementation, which was planned for Q1, which we had to postpone due to COVID travel restrictions. Total project costs are estimated to be in the range of EUR 40 million to EUR 45 million, which is EUR 5 million higher than the range communicated in the Q4 2018 results press release. This increase is mainly driven by some scope increases, e.g., the sub-plant maintenance module and the global risk and compliance module that we have added to the scope. We also had acquisition effects and increased market rates for the required IT specialists.

Mathieu Vrijsen

executive
#39

The fourth sub-question, according to the annual report, the first implementation took place in Asia in the second half of 2019. Have inefficiencies occurred that affected operations? If so, what were the lessons learned from Corbion's implementation in other regions?

Eddy van Der Kloot

executive
#40

We're very happy to confirm that no business disruption occurred resulting from the new ERP go-live in Thailand and Singapore last year. No customer orders were missed, and operations could continue as planned. Our ERP go-lives are planned in detail, and lessons learned during execution are continuously incorporated in our plans going forward.

Mathieu Vrijsen

executive
#41

And the last question is what is the planning for the future implementations of the system in the other regions?

Eddy van Der Kloot

executive
#42

Like I already stated, Europe is planned to go live in Q4 this year. And the exact sequence of the remainder of our Asian locations, Brazil, Mexico and U.S. is still to be decided. And the program is set up in such a way that we have sequenced flexibility for our rollouts, all to be finalized by 2021.

Mathieu Vrijsen

executive
#43

The next question is around PLA. And it has 3 sub-questions, and they will be answered by -- 2 sub-questions, and they will be answered by Olivier Rigaud. First sub-question. Can Corbion explain whether the possibilities for PLA would become less if the oil price does indeed remain under pressure for a longer period of time. Olivier?

Olivier Rigaud

executive
#44

We have to remember that PLA is not only linked to the petro-based plastics. It is a bio-based plastic with different value proposition around environmental safety, bio-compostability and the viable alternatives to the plastic pollution issues. So PLA has always been more expensive. For companies moving to bioplastic today, PLA is a major potential viable solution.

Mathieu Vrijsen

executive
#45

The second sub-question, in the 2019 AGM, a price difference of EUR 2.25 to EUR 2.50 per kilo was mentioned and for polystyrene of 1.80 kilos -- EUR 1.80 per kilo. Can Corbion provide a current indication of the price difference with, for example, polystyrene?

Olivier Rigaud

executive
#46

Yes. So the polystyrene prices have reduced somewhat and PLA has increased further. This is because customers do see the value and functionality of PLA in various applications. We see continued and increased interest in all regions for safe new plastics where PLA can play a role.

Mathieu Vrijsen

executive
#47

The next question is around the Algae Ingredients, also with several sub-questions. The first one is, at year-end 2019, Corbion reported a write-down, an impairment of EUR 42 million for its Algae Ingredient business. The notes to the financial statements point to an adjusted forecast for volume development and slower-than-expected market development for the Algae Ingredients. What underlying causes underpinned these revised expectations? Olivier?

Olivier Rigaud

executive
#48

Yes. So the revised assumptions are driven by the lower-than-expected market adoptions for AlgaPrime. Please keep in mind that this is a new product, a new market, a new business opportunity within a sweet spot. The initial focus of this platform will be first on algae AlgaPrime DHA and second on the algae protein development we are pursuing together with Nestlé.

Mathieu Vrijsen

executive
#49

Next question is, is this based on company-specific causes, overestimation of potential operational problems? Or is the adjustment only the result of disappointing market developments?

Olivier Rigaud

executive
#50

As I just said, I think the -- simply these revised assumptions are driven by the lower-than-expected market adoptions.

Mathieu Vrijsen

executive
#51

During the Capital Markets Day on March 9, Corbion remained positive about the market for DHA omega-3. At the time, it was also indicated that Corbion will continue to have confidence in future sales growth. How can this forecast be reconciled with the impairment now that the expected sales growth is an important input variable for the forecasted cash flow?

Olivier Rigaud

executive
#52

Yes. As indicated earlier, this is only driven by the lower-than-expected market adoption. Although, obviously, we are still expecting to further grow in this business.

Mathieu Vrijsen

executive
#53

Next question is, is the conclusion correct that the impairment is only driven by a downward adjustment of sales volumes or is there also a price/mix effect?

Olivier Rigaud

executive
#54

We have reviewed in detail all the components of the financials going forward as volume, price costs, and the driver behind the impairment is the lower-than-expected volume and market adoption.

Mathieu Vrijsen

executive
#55

Next question. According to the explanatory notes during the CMD, Corbion expects an EBITDA breakeven level in 2021 for this segment. Does this impairment mean that there is no longer any potential for additional payment earn-out to the former joint venture partner of Bunge? Eddy?

Eddy van Der Kloot

executive
#56

Actually, no. As stated in our June 2018 press release, as part of the transaction to acquire Bunge's 49.9% stake in SB Oils joint venture, we entered and agreed into a 5-year earn-out provision, and that starts in 2021. And this earn-out still survives and is based on the sales of AlgaPrime DHA, that's the omega-3 component, measured over the years 2020 to 2025. The potential earn-out amount to be paid has been reduced following the reduced sales outlook. And as per end 2019, we have, in the balance sheet, a liability of 16.8%, of which, this earn-out provision is the majority. You can find further details on Page 130.

Mathieu Vrijsen

executive
#57

If not under E, why is there still a contingent liability? What is the remaining provision that Corbion has recognized in the 2019 financial statements under this earn-out scheme? And has Corbion attempted to renegotiate the contingent liability with Bunge?

Eddy van Der Kloot

executive
#58

Yes. So this has already been answered in the previous question, I would say. So the earn-out, you can find on Page 130, has reduced by EUR 10 million compared to 2018.

Mathieu Vrijsen

executive
#59

Okay. The next question is around the acquisition in Brazil. In March 2019, Corbion made a significant acquisition with Granotec do Brazil making Brazil increasingly important to Corbion. The first sub-question, can Corbion explain whether this acquisition performs in terms of turnover and synergies in accordance with the forecast applied by Corbion at the time of the acquisition?

Olivier Rigaud

executive
#60

We can state here that this acquisition performs in line with the forecast applied by Corbion.

Mathieu Vrijsen

executive
#61

The next sub-question, to what extent has Corbion being confronted with the departure from key staff and other employees at Granotec do Brazil?

Olivier Rigaud

executive
#62

No. So there is no significant departure of key staff, other than employees of Corbion anticipated to leave as part of the integration process.

Mathieu Vrijsen

executive
#63

Brazil has been hit hard by the corona pandemic. Has this affected Corbion?

Olivier Rigaud

executive
#64

The production has not been affected up to date. As I explained earlier, although the situation has been tense, sales continue strong as we have a broad customer base in different markets and applications, balancing so far ups and downs.

Mathieu Vrijsen

executive
#65

To what extent is the politically unstable climate in Brazil an obstacle for Corbion to make the takeover payoff in a financial economic sense?

Olivier Rigaud

executive
#66

Indeed, Brazil is subject to certain political instability, and it's still in the middle of the COVID-19 pandemic. However, these developments are, at this moment, not an obstacle to make the acquisition payoff in a financially economical sense.

Mathieu Vrijsen

executive
#67

The next question is CFO, Van Rhede van Der Kloot said earlier that money transfer from Brazil to the Netherlands were no longer a problem. In the past, this was an issue for Corbion. Is Corbion still no longer limited by money transfers? Eddy?

Eddy van Der Kloot

executive
#68

No. We've seen no issues with money transfers from Brazil to the Netherlands or vice versa.

Mathieu Vrijsen

executive
#69

The last question is around new strategy. The new strategy plan, Advance 2025, assumes annual R&D expenditure of more than 4% of sales. For the Incubator segment, a percentage of 0.5% to 1.5% of the turnover of the Corbion core activities is mentioned. Is this CapEx for the Incubator part of the 4% at the group level or will these investments be added? Eddy?

Eddy van Der Kloot

executive
#70

The annual R&D expenditure does not include CapEx. We will continue to invest more than 4% of sales in R&D to support our growth. In the coming years, R&D resources will be intensified in Sustainable Food Solutions and in the Lactic Acid & Specialties business unit. Next to the omega-3 initiative, the annual EBITDA investments for other initiatives in the Incubator are expected to be in the range of 0.5% to 1.5% of the core net sales.

Mathieu Vrijsen

executive
#71

The last question is the new strategy assumes an annual organic sales growth of between 4% and 7%. On the control strategy, Corbion failed to meet its organic sales growth target of between 3% and 6%. What gives Corbion the comfort that a more ambitious target under Advance 2025 is real? Olivier?

Olivier Rigaud

executive
#72

Yes. So part of our business is the sales of lactic acid to the PLA joint venture. We see a positive momentum in the PLA market. We have also, as part of our Advance 2025 strategy, identified growth opportunities in our Food business, especially related to the preservation business and the expansion into functional systems.

Mathieu Vrijsen

executive
#73

Okay. We have covered now all the questions on this agenda item. And therefore, I propose we move to the next one, which is the adoption of the financial statement 2019.

Mathieu Vrijsen

executive
#74

The Board of Management, with the approval of the Supervisory Board, proposes to give the general meeting of shareholders to adopt Corbion's 2019 financial statements -- proposes to do that, sorry. An explanation of the activities of the audit committee and the corporation with the external auditor can be found on Pages 74 and 75 of the annual report. Mr. [ Jürgen ] of KPGM (sic) [ KPMG ], our external auditor, will give a further explanation of the audit activities of KPMG, and he will also answer the questions that we received from VEB. Mr. [ Tanash ], can I ask you to give the explanation?

Unknown Attendee

attendee
#75

Thank you, Mr. Chairman. Good afternoon, ladies and gentlemen. My name is [ Jürgen Tanash ], and I'm the independent external auditor who signed the auditor's report on the 2019 financial statements on behalf of KPMG. I would like to thank you for your questions, and before I will start to answer them, I first want to give you a summary of our audit approach and the outcome of our audit. We have issued an unqualified opinion, and that means that the consolidated financial statements and the company financial statements give a true and fair view. The audit information is consistent with financial statements and does not contain material misstatements and also contains the information as required by Dutch law. In our audit approach, we applied materiality of EUR 5.5 million, which is 4.6% of the result before tax -- normalized result before tax, and our group audit has a coverage of 93% of the assets and 83% of the revenue. Key audit matters are the matters that -- or judgments are the most significant in our audit. This year, we have 3 key audit matters. The first is the valuation of the Algae Ingredients business and the related contingent consideration. The second one, the valuation of the capitalized and related development costs that are not yet available for use. And the last one is the business combination of Granotec do Brazil. You can find further details in the auditor's report on Page 175 of the annual report. Now I would like to answer the questions that you have sent in.

Mathieu Vrijsen

executive
#76

Okay. We received some questions from the VEB. And the first question is, Corbion is active in some high-risk countries such as Brazil, China, Mexico and Thailand. What other procedures has KPMG performed to determine whether there are -- there has been fraud, corruption and bribery and whether local laws and relations have been really observed?

Unknown Attendee

attendee
#77

In order to report, we described the scope of audit in relation to irregularities, including fraud and noncompliance with laws and regulations. To answer your question, I will first describe what other procedures were performed in relation to fraud, and secondly, what other procedures were performed in relation to noncompliance with laws and regulations. First, audit procedures in relation to fraud. In accordance with the Dutch standards of auditing, we are responsible for obtaining a high, but not an absolute, level of assurance that the financial statements taken as a whole are free from a material misstatement whether caused by fraud or error. Based on the auditing standards, we have addressed 2 fraud risks that were relevant to audit. But we do note that our audit is based on the procedures described in the applicable auditing standards and not preliminary design to detect fraud. The 2 risks are the risk related to overstatement of revenue per year-end and the risk of management outright of controls. And based on our analysis of the fraud risk factors, we have not identified any additional fraud risks. Our audit procedures to cover those risks includes an evaluation of the design and implementation of internal controls relevant to mitigate these risks, and we also have performed audit procedures, and those include details, testing of the high-risk [ Juno ] entries. And high-risk Juno entries are, for example, Juno entries posted by management or [ Juno ] entries really posted at a level of consolidation. Of course, we also critically assessed the manual [ Juno ] entries revenue and where we saw unusual or irregular items we obtained underlying documentation for those items. Based on the procedures performed, actually, we do not have any findings that we see as a key audit manner. Then secondly, we also looked at -- or the last thing I would like to add is actually that we also looked at the whistleblowing report and also how they are followed up by management. And what I already said is this all did not result in the identification of a key audit matter. Secondly, the audit procedures, with respect to noncompliance with laws and regulations, we have evaluated the facts and circumstances in order to identify laws and regulations that could reasonably have an effect -- material effect on the financial statements of the company. And the potential effect of these laws and regulations, they vary considerably. Firstly, the company is subject to laws and regulations that are directly affecting the financial statements, and examples are taxation and financial reporting. And we extend the compliance with these laws as part of the procedures we specifically do on the related financial statement items. Secondly, there are also indirect laws and regulations, and the consequences of these noncompliances could have an indirect effect on the financial statements of the company. And the detailed areas of all these other laws and regulations, we included them in the audit opinion. But, for example, they include health and safety regulation and anti-bribery in corruption law and regulations. I need to inform you that the auditing standards limited required audit procedures to identify noncompliance with laws and regulations that have an indirect effect. All procedure specifically, relate to inquiring of the relevant management and also inspecting regulatory and legal correspondents, if any. Through these procedures, we did not identify any additional, actual or suspected noncompliance other than those previously identified by the company in each of the above areas. And also as a conclusion or procedures to address the compliance with laws and regulations did not result in identification of a key audit matter.

Mathieu Vrijsen

executive
#78

Thank you. Can KPMG explain to what extent the ERP migration within Corbion influenced the audit work, [ Jürgen ] ?

Unknown Attendee

attendee
#79

I certainly can. In addition to what Mr. Vrijsen already explained to you, the new ERP system is currently being implemented using a multiyear-phased approach region by region, and the first implementation took place in the second half 2019 in Asia. And as part of our audit, we looked at IT general controls, specifically the migration to the new ERP system in Asia, and we also looked at the capitalization of costs relating to this new ERP implementation.

Mathieu Vrijsen

executive
#80

The next question is, has KPMG also implemented a system-oriented approach in the audit of the financial statements as a result of this ERP migration? If so, can KPMG explain how the system-oriented audit has been set up and performed, [ Jürgen ]?

Unknown Attendee

attendee
#81

Certainly can. The migration was only done in Asia and not yet for the full year, and therefore, we did not rely on the automated controls. But we do expect this to change in the next years when the ERP migration is completed to more countries. So also there in audit, we have a phased approach.

Mathieu Vrijsen

executive
#82

And the last question is, the auditor's report states that KPMG relies for group entities on the audit procedures performed by component accountants. For which group entities are offices other than KPMG used? How many different audit firms are involved in the audit of the financial statements and which firms were involved?

Unknown Attendee

attendee
#83

There are no audit firms involved, except for KPMG. KPMG is the only firm involved in the group audit.

Mathieu Vrijsen

executive
#84

Okay. Then we have covered all questions, and they have been answered.

Mathieu Vrijsen

executive
#85

And I would now like to conclude this agenda point and give you the results of the voting. And as you can see, we had 44,236,079 votes for or 99.91%; 0 against; 41,221 abstained or 0.09%. I confirm that the majority of the votes cast is in favor of our proposal, as you can see, and that the proposal is adopted. That brings me to Point 4 on the agenda, and that's the remuneration report 2019. The remuneration report describes the implementation of the remuneration policy for the Board of Management and the Supervisory Board in 2019, which is set out on Pages 77 to 86 of the annual report. The Board of Management with the approval of the Supervisory Board submits the remuneration report to the general meeting of shareholders for its advisory vote pursuant to Dutch -- to the Dutch law. It's proposed, therefore, to cast an affirmative advisory vote. As we did not receive any questions, I can now -- include -- conclude this agenda point and give you the results of the voting. And as you can see, we have 40,567,487 votes for or 91.62%; against 1,839,682 or 4.15%; and abstained were 1,870,181 votes or 4.22%. And I, again, confirm that the majority of the votes cast in favor of the proposal, and that the proposal herewith is adopted. Then I move to Point #5, reservation and dividend policy. This item on the agenda is reservation of the dividend policy. Corbion's reservation policy is aimed at creating and retaining sufficient financial capacity and flexibility to realize our strategic objectives with maintaining healthy balance sheet ratios. The current dividend policy is the ambition to pay out annually a stable to gradually increasing absolute dividend amount per share in cash, progressive regular dividend policy that is. With no questions received, we move to the next agenda item, which is the determination of the dividend. And that is Agenda Point #6. The Board of management, with the approval of the Supervisory Board, proposes to the general meeting of shareholders to determine the dividend on ordinary shares over 2019 at EUR 0.56 per share in the form of a cash dividend. Payment of the dividend will take place from July 7, 2020. As we did not receive any questions, I conclude this agenda item and give you the results of the voting. For is 43,512,873 votes or 98.27%; against 764,421 or 1.73%; abstained were 6 votes, no percentage. I confirm again that the majority of the votes cast is in favor of the proposal and that the proposal is herewith adopted. The next agenda point is a discharge of the members of the Board of management in respect to their management duties of 2019. It is proposed to discharge the member of the Board of Management in office in 2019 from liability in relation to the exercise of their duty in the financial year 2019 to the extent that such exercise is apparent from the 2019 financial statements or has been otherwise publicly disclosed prior to the adoption of the 2019 financial statements. As we did not receive any questions, I now conclude this agenda item and give you the results of the voting. For, 43,360,008 votes or 97.93%; against 859,922 votes or 1.94%; and abstained were 57,370 votes or 0.13%. I confirm that the majority of the votes cast in favor of the proposal and that the proposal herewith is adopted. Then I move to Agenda Point 8, discharge of the members of the Supervisory Board in respect of their supervisory duties. It is proposed to discharge the members of the Supervisory Board in office in 2019 from liability in relation to the exercise of their duties in the financial year 2019 to the extent that such exercise is apparent from the 2019 financial statements or has been otherwise publicly disclosed prior to the adoption of the 2019 financial statements. As we did not receive any questions, I can give you the results of the votes now. For is 43,360,008 votes or 97.93%; against, 859,922 votes or 1.94%; abstained, 57,370 votes or 0.13%. I confirm that the majority of the votes cast is in favor of the proposal, and therefore, the proposal has been adopted. Then I move to Agenda Point #9, the appointment of Mrs. Schmitz. Mr. Jack de Kreij has indicated that taking into account a sound succession planning and his personal focus on other business activities, he will not be available for reappointment next year after then having served 10 years as Supervisory Board member. After his retirement from the Supervisory Board in 2021, Mrs. Liz Doherty will be appointed Chair of the Audit Committee. I'm not going to thank Mr. de Kreij yet because he still has a year to go. And our expectations are high, Jack, so I leave that for the meeting next year. In accordance with Article 14, Paragraph 4 of the Article of Association, the Supervisory Board nominates and proposes to appoint Mrs. Stefanie Schmitz for a period of 4 years. The proposed appointment of Stefanie Schmitz is in anticipation of Jack de Kreij's term of office ending next year. Stefanie Schmitz is a financial expert with a meaning of Clause 2.6 of the Audit Committee Charter. The details of Mrs. Stefanie Schmitz are included in the agenda. I would now like to offer -- to give to Stefanie the chance to introduce herself. Stefanie?

Stefanie Schmitz

executive
#86

Thank you, Mathieu. Good afternoon, ladies and gentlemen. My name is Stefanie Schmitz. I'm 54 years out, and I come from Germany. In terms of business experience, I bring more than 20 years of working with Unilever in various finance roles mainly in the food business. And furthermore, I spent about 7 years with Lufthansa Group based in Frankfurt, leading the controlling function for the group in the role of the SVP controlling and working closely with the CFO of the company and also with the Executive Board. During my time at Unilever. I used to work in Germany and in the U.K. and I also spent a number of years working and living in -- which for the time I really enjoyed. Now looking forward, I'm really excited about this business because I'm convinced that preservation of food and also preservation of health are 2 themes which are very relevant in today's world. Doing business in a responsible and environmentally friendly way, this renewable resources, and supported by exciting innovations, I really believe that the business is very outplaced for its further development in terms of profitable growth and also in terms of value creation. I would be very pleased if I was allowed to contribute to the development of the Corbion business going forward in the well of -- of a member of the Supervisory Board.

Mathieu Vrijsen

executive
#87

Thank you, Stefanie,

Stefanie Schmitz

executive
#88

[indiscernible]

Mathieu Vrijsen

executive
#89

Thank you, Stefanie, and let's see. Since there were no questions, we can directly go to the outcome of the votes. And they are: For, 43,981,546 votes or 99.33%, I think; against, 0; abstained, 295,754 or 0.67%. So congratulations, Stefanie, and welcome to the Board. We really look forward to working with you.

Stefanie Schmitz

executive
#90

Thank you very much, Mathieu.

Mathieu Vrijsen

executive
#91

Then Agenda Point #10 is the appointment of Mrs. Ilona Haaijer. In accordance with Article 14, Paragraph 4 of the Articles of Association, the Supervisory Board nominates and proposes to appoint Mrs. Ilona Haaijer for a period of 4 years. She will become a member of the Science and Technology Commitment -- Science and Technology Committee. With her background, I think she will be an excellent addition to the committee. I also would like to give Ilona the chance to introduce herself.

Ilona Haaijer

executive
#92

Thank you, Mathieu. Good afternoon, ladies and gentlemen. It's a pleasure to be here. First of all, my name is Ilona Haaijer. I am 50 years old and a Dutch national. I think with regards to my resume, the most relevant part is that I've worked nearly 8 years for DSM, first of all, in the Board of its largest division, DSM Nutritional Products, in which I ran the personal care ingredients business globally, and then secondly, as a role, CEO and President of the DSM Food Specialties division, and added to that, my global responsibility for the entire DSM Biotech R&D around the world. Prior to that, I've worked for Philips and also for The Boston Consulting Group. I've lived in 6 other countries than the Netherlands. It would be a pleasure to join the Supervisory Board of Corbion, especially since it continues my involvement in this industry and with a company that is particularly focused on a sustainable food production and food solutions in a world with an ever-increasing global population. So I'd be looking forward to contributing. Thanks, Mathieu.

Mathieu Vrijsen

executive
#93

Thank you, Ilona. And since we did not receive any questions, I can also give you immediately the outcome of the votes. And for are 43,981,546 or 99.33%; none, against; and abstained, 295,754 or 0.67%. So also, Ilona, welcome to the Board. We look forward to working with you and look forward to also build on your knowledge and expertise in this market. So both ladies, very welcome to the Board. And as said, look forward to working with both of you.

Ilona Haaijer

executive
#94

Thank you.

Mathieu Vrijsen

executive
#95

Then we go to Point #11 that is not a proposal for appointment, but a proposal for reappointment of Mr. Rudy Markham, our Vice Chairman. Rudy Markham will resign by rotation this year. He has indicated that he will stand for reappointment for his fourth term in accordance with Article 14, Paragraph 4 of the Articles of Association. The Supervisory Board nominates and proposes the reappointment of Rudy Markham for a period of 2 years which term is in line with the Dutch Corporate Governance Code. As we did not receive any questions, we can go directly to the outcome of the vote. For is 39,923,679 or 19.17%; against, 2,358,615 or 5.32%; and abstained is [ 2.6 ] million or 4.52%. So Rudy, congratulations, and I'm happy that we can keep you as Vice Chairman and member of the Supervisory Board.

Unknown Analyst

analyst
#96

Thank you, Mathieu. Thank you.

Mathieu Vrijsen

executive
#97

Let me move to Point #12, that is the remuneration policy for the Board of Management. The remuneration policy for the Board of Management has been updated to further align with the Corbion's strategy, Advance 2025, meet the requirements of the Dutch law implementing the shareholders' rights directed and to remain in sync with the developments in the international labor market and puts more emphasis on accountability and performance delivery. The Supervisory Board proposes to the General Meeting of Shareholders to adopt the remuneration policy for the Board of Management. The proposed revised remuneration policy for the Board of Management, including an overview of the main changes compared to the current policy can be found on the website. For this agenda item, we have received some questions from VEB. As a matter of fact, 4 questions. Mr. Markham and Mr. Van Rhede will answer these questions.

Mathieu Vrijsen

executive
#98

Question number one, under the old remuneration policy, an earnings per share, EPS, target was part of both the short and the long-term components of the variable remuneration. Why has EPS no longer been the objective in the proposed remuneration policy, Rudy?

Rudolph Harold Markham

executive
#99

Thank you, Mathieu. As EBITDA is already a metric for both the short and long-term incentive, EPS was not seen by us as a differentiated -- sufficiently differentiated performance metric to drive short and long-term performance. Also based on stakeholder input to this metric and the fact that the number of performance metrics should be limited, we've chosen not to incorporate EPS as measurement.

Mathieu Vrijsen

executive
#100

Next question is, ROCE is a new target within the long-term component. And is there a specific ROCE target for 2022? If not, will it be determined whether the Executive Board has -- sorry, how will it be determined whether the Executive Board has achieved its criteria? For example, is it a benefit scheme?

Rudolph Harold Markham

executive
#101

The return on capital employed metric has already -- has been already, for the long-term, an internal measure within Corbion. We indeed have ROCE in our strategic plan, Advance 2025, and have projected the levels each year and over the planned period. Although this is commercially sensitive information, we can indeed say that we've set a metric target for 2022. Importantly, the threshold for such target will always be, at least, the weighted average cost of capital.

Mathieu Vrijsen

executive
#102

The next question is, how is the precise calculation method for the return on capital employed? Eddy?

Eddy van Der Kloot

executive
#103

As mentioned on Page 26 of the annual report, ROCE is defined as the adjusted operating result, including results from joint ventures and associates divided by the average capital employed.

Mathieu Vrijsen

executive
#104

If the results of the joint ventures and the companies is included in the ROCE calculation, can Corbion provide an explanation as to why this nonoperating item is part of the reported ROCE?

Eddy van Der Kloot

executive
#105

The results of joint ventures have been included because the total Corbion PLA joint venture is an integrated part of our new strategy, Advance 2025. Moreover, Corbion is the supplier of the main feedstock to this joint venture being lactic acid. Also potential future investment decisions in this joint venture will have an impact on the ROCE percentage of Corbion.

Mathieu Vrijsen

executive
#106

And how does Corbion deal with the capital requirements for the group when processing joint ventures and associates? Or does only the equity of these joint ventures and associates count toward the capital requirements of the entire invested capital?

Eddy van Der Kloot

executive
#107

Corbion's capital employed includes the funding of the total Corbion PLA joint venture by Corbion, both equity, classified as investment in joint ventures as well as funding provided by loans classified as other noncurrent financial assets.

Mathieu Vrijsen

executive
#108

Can Corbion promise to provide more disclosure in the 2020 annual report about the exact calculation of the ROCE, providing insight into the composition of the numerator of the fraction and especially which adjustments were made with regard to the operating profit as the denominator, and in particular, weather? And if so, what intangible assets are included as well as write-downs on the PPE and intangibles?

Eddy van Der Kloot

executive
#109

In our view, we already provide a transparent buildup of the ROCE calculation in our annual report, which is also part of the audit by KPMG. Please also be referred to Pages 170 through 172 of the annual report for further details.

Mathieu Vrijsen

executive
#110

And really, Corbion's new strategy envisages a significant investment for the coming years. For what reason does the Supervisory Board believe that ROCE is a suitable objective in this strategic phase?

Rudolph Harold Markham

executive
#111

Well, yes, we do, and we've considered carefully the implications. The metric is designed to provide assurance to our shareholders that when achieved, the overall performance each year is, at least, value creative. Although we realize that major investments can have a considerable impact on the ROCE percentage, given the investment levels relative to the size and composition of the Corbion business, we've taken this into account in the targets for the coming strategic plan period, Advance 2025, in which we've already announced a major investment, building a new lactic acid facility in Thailand. Supervisory Board believes that it remains important to guide the investment levels on a continuous basis amongst others with this metric on behalf of shareholders. It also gives the right discussion platform with the Board of Management to align on possible future plans, requiring major investments.

Mathieu Vrijsen

executive
#112

And Rudy, which concrete objectives in the field of sustainability will apply to both short and long-term variable remuneration?

Rudolph Harold Markham

executive
#113

To support the achievements of these challenging targets, further strengthening the sustainability profile of Corbion, we have chosen metrics for the short-term incentive scheme and the long-term incentive scheme that are all directly linked to the sustainable development goals as set in the Paris Agreement; Zero Hunger, which is the SDG 2; good health and well-being, which is SDG 3; and responsible consumption and production, SDG 12. Although the specific objectives are commercially sensitive information, these targets include targets in the areas of verified responsibly sourced cane sugar, total recordable injury rate, TRIR, and the realization of energy efficiencies and the reduction of CO2 emissions. Thank you, Mathieu.

Mathieu Vrijsen

executive
#114

Since all the questions have been answered, I conclude this agenda point, and we can go to the results of the voting. For is 38,733,588 votes or 87.48%; against, 4,167,789 votes or 9.41%; and abstained is 1,375,923 votes or 3.11%. And I confirm that the majority of the votes cast is in favor of the proposal, and the proposal is herewith adopted. And Rudy and the other members of the Corbion organization that were involved in developing this proposal, I would really like to thank him because it's been a very significant piece of work that I think that we all can be proud of. Thank you very much.

Rudolph Harold Markham

executive
#115

Thank you, Mathieu.

Mathieu Vrijsen

executive
#116

Okay. Then the next item is the remuneration policy for the Supervisory Board. The remuneration policy for the Supervisory Board has been updated to meet the requirements of the Dutch law implementing the European shareholders' rights directive. The remuneration of the supervisory under the updated remuneration policy did not change compared to the remuneration previously adopted by the General Meeting of Shareholders in 2018. The Supervisory Board proposes to the General Meeting of Shareholders to adopt the remuneration policy with the Supervisory Board. The proposed revised remuneration policy for the Supervisory Board can be found on our website. Since we did not receive any questions, we can go directly to the voting outcome. For is 42,714,626 votes or 96.47%; against, 1,558,257 or 3.52%; and abstained is 4,417 or 0.1%. I confirm that the majority of the votes cast is in favor of the proposal and that the proposal is adopted. Moving to Agenda Point #14, authorization of the Board of Management to issue ordinary shares up to 10% for the general purposes. I refer to the agenda with the explanatory note for an explanation on this agenda item. And as we received no questions, I now conclude this agenda item, and we can go to the outcome of the voting. For, 38,810,856 votes or 87.65%; against, 5,465,657 or 12.34%; and abstain, 787 votes or 0%. And I confirm that the majority of the votes cast in favor of the proposal, and the proposal is adopted. Agenda point #15, authorization of the Board of Management to restrict or exclude the statutory preemptive rights when issuing ordinary shares pursuant to agenda item 14. I refer to the agenda with the explanatory notes for an explanation on this agenda item. And as we did not receive any questions, we can go directly to the outcome of the votes. For is 40,888,548 votes or 92.35%; against, 3,387,965 votes or 7.65%; and abstain, 787 votes or 0%. And I confirm that the majority of the votes cast is in favor of the proposal, and the proposal has been adopted. Agenda point #16, authorization of the Board of Management to issue ordinary shares up to 10% in the event of mergers, acquisitions or strategic alliances. I again, refer to the agenda with the explanatory nodes for an explanation on this agenda item. As we did not receive any questions, I would like to go straight with the outcome of the vote. For, is 35,031,956 votes or 79.12%; against, 9,244,556 votes or 20.88%; abstain, 788 votes or 0%. I confirm that the majority of the votes cast is in favor of the proposal, and the proposal is adopted. Agenda point #17, authorization of the Board of Management to restrict or exclude the statutory preemptive rights when issuing ordinary shares pursuant to agenda Item 16. I refer to the agenda with the explanatory notes for an explanation on this agenda item. As we did not receive any questions, I again would like to go to the outcome of the votes, which is: 35,159,104 votes for or 79.41%; against, 9,117,409 votes or 20.59%; and abstain, 787 votes or 0%. I confirm that the majority of the votes cast is in favor of the proposal, and the proposal is adopted. Then I move to agenda point 18, the authorization of the Board of Management to acquire ordinary shares in the share capital of Corbion. I again, refer to the agenda with -- that's a difficult word, explanatory notes for an explanation on this agenda item. As we did not receive any questions, I would like to go straight to the outcome of the vote. For, 44,178,206 votes or 99.78%; against, 95,679 votes or 0.22%; abstain, 3,415 votes or 0.1%. I confirm that the majority of the votes cast is in favor and the proposal -- of the proposal, and the proposal is adopted. Agenda point 19, cancellation of repurchase ordinary shares to reduce the issued share capital. I refer to the agenda with explanatory notes for the explanation on this agenda item. And since we did not receive any questions, we will go straight to the outcome of the votes. For is [ 42,616,883 ] votes or 96.25%; against, 1,660,430 votes or 3.75%; abstain, 787 votes or 0%. I confirm that the majority of the votes cast is in favor of the proposal, and the proposal has been adopted. Agenda point 20 is the reappointment of the external auditor for the financial year 2021, is proposed continue the appointment of KPMG Accountants N.V. as the external auditor of Corbion for the financial year 2021. The responsible partner of KPMG is Mr. [ Tenaya ]. The choice for reappointment is taken independently and the collaboration in -- and the collaboration with KPMG is satisfactory. As we did not receive any questions, I would like to go to the outcome of the vote. For, 44,277,294 votes or 100%; against, 0 and 0%; abstain, 6 and 0%. I confirm that the majority of the votes cast is in favor of the proposal, and the proposal has been adopted. I now move to agenda point 21, any other business. And I, first, would like to announce to you that if you would like to receive the minutes of this meeting, please send an e-mail to [email protected]. And we will send the minutes to you. Here is the agenda point where we go -- where we cover the follow-up questions, and we have received 3 questions. They all came from VEB.

Mathieu Vrijsen

executive
#117

And the first question is, how long do you believe you need to get rid of the 70% noncore revenues? Can you do this cost neutral? Or do you believe that in time, you will have to take a provision for this? Eddy?

Eddy van Der Kloot

executive
#118

Yes. So let's first see the noncore business, we have different components in that, that we explained in March with the Capital Markets Day presentation. So one, and that's the majority of the sales also is related to managed for value. And the other, the minority of the generated sales in the noncore is managed for exit. For the managed for exit, we have highlighted there are a couple of initiatives. So indeed, those, we will actively divest. The time frame for that, we have explained, you have to think about something like 12 months, so towards the end of the year or early part of next year, we have to see a bit how COVID may impact the timing, but that's more or less the time frame. So there, we'll take an exit approach on. On the manage for value business, there is not the intention to divest this business. This is profitable business. It is a cash-generative business, but it has a less strategic fit with the core business, and that is why we have located that in the noncore part of the portfolio. How the results will be, by the way, of the exited businesses, that is to be seen and too early to tell whether that will be a positive, a neutral or a negative.

Mathieu Vrijsen

executive
#119

We'll see. The next question is who are the members of the commodity pricing risk committee? And can this team decide to increase inventories? Eddy?

Eddy van Der Kloot

executive
#120

Yes. So this committee consists of 5 members. So that's the CEO, Olivier, and the CFO, that's myself. It's the EVP operations, Jacqueline van Lemmen of the ExCo. It is the Director of Procurement, and it is the control of procurement. So this is a body that every month comes together, looks at the key raw materials, take a look at the physical supply situation and thus having an impact on inventory and also looks at the price hedging position on these key raw materials. An audit body related to, and having an impact on inventory development is, of course, cycle, where we bring the sales forecast and the production forecast together. And as an outcome of that will have a certain development on inventory positions as well.

Mathieu Vrijsen

executive
#121

And the last question is on Page 51 of the annual report, you say that the geographical diversity target for the Executive Committee is that, at least, 2 members have relevant Americas experience and that Mr. Rigaud does not qualify as such. What do we plan to do about this? Well, the Executive committee exists of 8 members. The CEO and Chairman of the Executive, Mr. Rigaud has worked outside of his home country, and that is France, in excess of 25 years of its periods in Asia as well in the United States. Of the other members, 2 members have worked in Latin America, one of the Corbion growth regions, for considerable time periods. And next to that, one member of the Executive Committee is a U.S. citizen and has dual citizenship. He is also Argentinian. So he has a lot of experience in Americas and he resides in the U.S. So we think we cover that and that we are in good shape as far as those criteria are concerned. With that, we've covered all the agenda points, all the questions. And therefore, I hereby want to close the meeting. I want to thank you for your participating. It's a new way of doing. And personally, I missed the interactivity. I hope next year, when we get together, that we can meet you in person. Until then, I wish you a safe and a healthy period of time between now and the next time we meet. Thank you very much.

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