Novonesis (NSIS) AGM 2025 summary

Opening remarks and agenda

• Welcomed shareholders to the first AGM as a combined company, highlighting a transformative year and the company's new position in biosolutions.

• The meeting was chaired by Anders Ørjan Jensen and followed a structured agenda including financial review, board elections, remuneration, auditor appointment, and shareholder proposals.

• Introduced the board, executive leadership, and auditors, confirming the meeting was lawfully convened and agenda items were customary, with three board proposals including share issuance authorization.

• Confirmed 88% of total votes and 76% of share capital were represented, with most votes cast in advance, ensuring sufficient support for all proposals.

Financial performance review

• Achieved 8% organic sales growth in 2024, with 6% from volume and 2% from pricing.

• Adjusted EBITDA margin reached 36.1%, and free cash flow (excluding acquisitions) was EUR 667.5 million.

• Total revenue was EUR 3,946 million, with strong performance across Food & Health and Planetary Health Biosolutions.

• Market capitalization reached nearly EUR 26 billion, share price rose 11%, but total shareholder return was -12% including dividends.

• Cost synergies reached 80% of the run rate target, and first growth synergies began to materialize, targeting EUR 200 million in revenue synergies by 2027.

Board and executive committee updates

• Board remuneration increased to EUR 1.8 million due to expanded size and new committees; executive management remuneration rose to EUR 9.7 million, reflecting strong results and a one-time integration bonus.

• Cees de Jong stood for election as Chair, and Heine Dalsgaard as Vice Chair; several board members and employee-elected representatives were proposed and elected.

• The interim Integration Committee was dissolved, with integration oversight moving to the Board.

• Externally facilitated board evaluation showed good performance and collaboration, with focus areas for 2025 including board composition, innovation committee charter, and succession planning.

• Vice chair Jesper Brandgaard and Sharon James stepped down; new board members and employee representatives were elected, ensuring diversity and relevant competencies.