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Ordinary General Shareholders’ Meeting Brussels, 9 April 2008.

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Presentation on theme: "Ordinary General Shareholders’ Meeting Brussels, 9 April 2008."— Presentation transcript:

1 Ordinary General Shareholders’ Meeting Brussels, 9 April 2008

2 Simultaneous translation English : channel 3

3 Please switch off your mobile

4 Voting procedure

5 Inserting your voting card Make sure the barcode is at the top of the voting card and facing you.

6 Inserting your voting card Insert the voting card up to the red line. This symbol will appear when the card is inserted correctly.

7 Voting You can vote when the handset displays the 3 voting options.

8 Voting To cast your vote, press the appropriate button on the handset. For example, to vote FOR press button 1 on the handset.

9 Voting If you wish to change your vote during the voting time simply press your new choice.

10 Voting If your voting card is not inserted correctly during the vote, a warning will be displayed.

11 After the Meeting If you are not participating to the Extraordinary General Shareholders’ Meeting, please return your handset and voting card at the end of the Ordinary General Shareholders’ Meeting.

12 Test question Justine Henin will win a golden medal at the 2008 Olympic Games in Beijing 1.FOR 2.AGAINST 3.ABSTAIN

13 Theo Dilissen Chairman of the Board

14 Dirk Lybaert Secretary General

15 Theo Dilissen Chairman of the Board

16 Belgacom, a genuine supplier of integrated solutions for residential clients and business customers Our successes in 2007 Teams that make the difference Responsible social partners Visionary decisions Multiple challenges for 2008

17 Didier Bellens President & CEO

18 Full year results 2007

19 Highlights – Excellent Business performance Great results in TV, Mobile and Packs TV  Various targeted acquisition initiatives & the launch of segmented rate plans led to a revival in new active customers (+308,796).  Proximus managed to improve its postpaid/prepaid ratio to 51/49 & was able to maintain an outstanding churn rate of 15.7%. Mobile  Since April 2007, several packs have been launched, combining Internet with TV and/or Mobile.  153,000 packs sold, especially TV+Internet pack very successful. Packs  Thanks to the success of the packs and the extended TV offer, the Belgacom TV customer base more than doubled (+165,654).  Combination of strong customer growth with a reduced churn rate and a continuous increase of the ARPU to reach EUR 16.1 end 2007.

20 Highlights – Subsequent events Entering an additional market segment Total of 180,000 broadband customers Price of EUR 185 million on debt and cash free basis Subject to approval by competent competition authorities Share buy-back as approved by Board of Directors of 18 October 2007 for maximum amount of EUR 230 million almost finalised By 4 March 2008 Belgacom bought back 7,038,765 shares for a total amount of EUR 230 million Acquisition Scarlet Share buy-back

21 Fixed Line Services

22 Voice ARPU EUR/Month Access Traffic Voice Access Line loss (000) Traffic Volume (mio min) 2006Q4062007 Q407 27.2 2006Q4062007Q407 2006Q4062007Q407 26.326.6 Voice Pressure on voice access lines continued but impact on revenue limited to -1.8%

23 Broadband Growth (‘000) Q3 ‘05 Residential ADSL * ARPU/month (EUR) 2006Q4062007 Q407 20072006 ADSL GO ARPU Average ADSL ARPU ADSL Light ARPU *: incl small business Broadband lines (‘000) 20062007 Broadband +9.6% + 2% Continued growth in broadband customer base despite competitive pressure

24 ICT * Continued growth in ICT services ICT revenue (‘000) 2006Q4062007 Q407 * ICT revenue includes: Telindus Belgacom 'integration services‘ Security & Applications + 7.5% + 10.9% Product group contains all ICT-related products and services offered by the Belgacom Group. Y-o-Y ICT revenue increased with 7.5% mainly driven by:  the acquisition of ISIT B.V, a Dutch data storage specialist  some new major contracts that have been signed  the launch of Belgacom Explore: especially successful in the retail sector  the launch of new solutions

25 TV growth Belgacom TV Q406Q407 TV total (‘000) 2007 2006 Belgacom TV ARPU (EUR) Q406Q407 2007 2006 Belgacom TV revenue Q406Q407 (‘000) 2007 2006 43 Belgacom proves to be a strong iDTV player

26 Mobile Communications Services

27 Proximus’ strategy results in solid customer gain * 3-month active subscribers  YoY Proximus added 308,796 customers, leading to a total of 4,620,232 active customers  126,298 new active customers in Q4’07 (incl. 28,778 new active MVNO customers) compared to 71,031 a year ago +309 Quarterly customer growth (‘000) Q407 71 126 Total customers (‘000) 20072006 Q406 4,6204,311

28 Proximus’ Value Share is stable at 50.1 % (*) (*) MCS estimates Evolution of Value Share* (%) For the third consecutive quarter, Proximus gained in value market share compared to 2006 OthersProximus 49.2% 49.4% 50.8%50.6% Q406Q407 * Share of Mobile Net Service Revenue, including regulation impact/excluding handsets & other revenues 50.1% 49.9% 20062007

29 Proximus’ Market Share at 43.8% (*) * 3-month active subscribers (*) MCS estimates Customer Base and Volume Share Evolution* (%) Proximus further improved the quality of its customer portfolio, mainly thanks to the acquisition of 348,463 new postpaid customers

30 2007 Net ARPU went down by 7.8%. Excluding the regulation impact (MTR and Retail Roaming), the net ARPU decrease would be limited to 3.3%, driven by the success of new bundled tariff plans Blended net ARPU of EUR 34.8 1 Gross ARPU 3-month active subscribers, includes Machine-to-machine, excludes discounts & promotions Net ARPU : Gross ARPU including discounts & promotions Gross ARPU Credits & DiscountsNet ARPU Blended ARPU 1 (EUR/month) -10.4% 36.432.6 -7.8% 37.734.8 MTR impact (Excl regulation: -4.5%)(Excl regulation: -3.3%)

31 International Carrier Services

32 Operational Overview Consolidation & outsourcing to become ICS world leader  Post Merger Integration Swisscom & Belgacom carrier operations successfully completed – full network integration through deployment of NGN transmission network & switching platform  Outsourcing project with MTN * Group extended to more affiliates - keeps contributing to strong mobile business growth  Strategic partnership signed with Omantel – positive impact on results second half 2007- BICS reinforces presence in fast growing Middle East region Increase value from organic growth  Re-engineering project for Service Delivery is on track – new tools and processes to cope with growth and shift to IP  Further extension of Mobile Data footprint (new sizeable contracts)  Several major capacity deals won in 2007 Move up the mobile value chain  Launch roaming solutions on track *MTN Group is leading provider of cellular and communications services in Africa

33 Group Financials

34 Consolidated income statement. Total Revenues6,1006,065 -0.6% Cost of goods sold-2,005-2,015+0.5% HR expenses-1,106-1,120+1.3% Other operating expenses-841-853+1.4% Non-recurring expenses-46 Total Operating Expenses-3,952-4,034+2.1% EBITDA2,1492,031-5.5% Depreciations-802-774-3.5% EBIT1,3471,256-6.7% Financial Result1041 Net Income (Group Share)973958-1.5% Basic earnings per share2.87 EUR Variance2007 2006EUR (Mio)

35 EBITDA (EUR Mio)Revenues (EUR Mio) Segment results Fixed LineMobileInternational Carrier 2,149 6,100* 6,065* Non recurring expenses * Total revenues as reported post inter-segment eliminations -0.6% -5.5% 2,031 -46

36 Investments CAPEX (EUR Mio) Fixed LineMobileInternational Carrier 676 625 -7.6% Group Capex as % of Group Revenue: 10.3%

37 Free cash flow influenced by financial assets transactions Free cash flow (EUR Mio) Transactions on financial assets 2006 : - acquisition of Telindus (EUR -584 mio) - disposal of Neuf Cegetel shares (EUR +238 mio) - acquisition of Vodafone minority share in Proximus (EUR 2 billion) 2007 : - disposal of M* & Eutelsat (EUR +245 mio) - acquisition of ISIT (EUR -13 mio)

38 Net financial position (EUR million)

39 Agenda

40 Questions & Answers

41 Oral questions

42 Proposed resolutions

43 Vote on the proposed resolutions

44 Proposed resolution Approval of the annual accounts with regard to the financial year closed on 31 December 2007, including the following allocation of the results : Profit of the period available for appropriation217,551,768 € Net transfers from the reserves available518,060,731 € Profit to be distributed735,612,499 € Remuneration of capital (gross dividends) *724,782,209 € Other beneficiaries (Personnel)10,830,290 € (*) : for 2007, the gross dividend amounts to € 2.18 per share, entitling shareholders to a dividend net of withholding tax of € 1.635 per share, from which on 6 December 2007 an interim dividend of € 0.50 (€ 0.375 per share net of withholding tax) was paid; so that on 15 April 2008 a gross dividend of € 1.68 per share (€ 1.26 per share net of withholding tax) will be paid. 1.FOR 2.AGAINST 3.ABSTAIN

45 Proposed resolution Granting of a discharge to the members of the Board of Directors for the exercise of their mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

46 Proposed resolution Granting of a discharge to Mr Didier Bellens for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

47 Proposed resolution Granting of a discharge to Mr Guido J.M. Demuynck for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

48 Proposed resolution Granting of a discharge to Mr Pierre-Alain De Smedt for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

49 Proposed resolution Granting of a discharge to Mr Theo Dilissen for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

50 Proposed resolution Granting of a discharge to Mrs Carine Doutrelepont for the exercise of her mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

51 Proposed resolution Granting of a discharge to Mrs Martine Durez for the exercise of her mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

52 Proposed resolution Granting of a discharge to Mr Philip Hampton for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

53 Proposed resolution Granting of a discharge to Mr Georges Jacobs for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

54 Proposed resolution Granting of a discharge to Mrs Mimi Lamote for the exercise of her mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

55 Proposed resolution Granting of a discharge to Mr Maurice Lippens for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

56 Proposed resolution Granting of a discharge to Mr Michel Moll for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

57 Proposed resolution Granting of a discharge to Mr Oren G. Shaffer for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

58 Proposed resolution Granting of a discharge to Mrs Michèle Sioen for the exercise of her mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

59 Proposed resolution Granting of a discharge to Mr Robert Tollet for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

60 Proposed resolution Granting of a discharge to Mrs Lutgart Van den Berghe for the exercise of her mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

61 Proposed resolution Granting of a discharge to Mr Paul Van de Perre for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

62 Proposed resolution Granting of a discharge to the members of the Joint Auditors for the exercise of their mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

63 Proposed resolution Granting of a discharge to ERNST & YOUNG, Réviseurs d’entreprises S.C.C./Bedrijfsrevisoren B.C.V., represented by Mr Marnix Van Dooren, for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

64 Proposed resolution Granting of a discharge to Mr Romain Lesage for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

65 Proposed resolution Granting of a discharge to Mr Pierre Rion for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

66 Proposed resolution Granting of a discharge to CALLENS, GUEVAR, VAN IMPE & Co, represented by Mr Herman Van Impe, for the exercise of his mandate during the financial year closed on 31 December 2007. 1.FOR 2.AGAINST 3.ABSTAIN

67 Ordinary General Shareholders’ Meeting Brussels, 9 April 2008

68 Extraordinary General Shareholders’ Meeting Brussels, 9 April 2008

69 Theo Dilissen Chairman of the Board

70 Dirk Lybaert Secretary General

71 Theo Dilissen Chairman of the Board

72 Questions & Answers

73 Proposed resolutions

74 Vote on the proposed resolutions

75 Proposed resolution Proposal to amend the Articles of Association in order to comply with the changes in Belgian legislation regarding the disclosure of major participations in issuers whose shares are authorized on a regulated market. Proposal to amend Article 11, Section 2 of the Articles of Association as follows: (…)

76 Any person who directly or indirectly acquires Company securities with voting rights must notify both the Company and the Banking, Finance and Insurance Commission of the number of securities that he/she possesses if the voting rights attaching to the securities held by him/her exceed the threshold of 3 % or the threshold of 7.5 % of the total voting rights attaching to the Company’s securities. Such notification is also required if a direct or indirect transfer of securities with voting rights brings the number of voting rights below one of the threshold values specified in Section 1. The provisions of Articles 6 to 17 of the Law of 2 May 2007 on the disclosure of major participations in issuers whose shares are authorized to be traded on a regulated market shall apply to the aforementioned quota. This provision shall apply without prejudice to the disclosure requirement that applies if the legal thresholds of 5 %, 10 %, 15 %, etc. - always per tranche of 5 percentage points - are reached or the voting rights fall below these thresholds. 1.FOR 2.AGAINST 3.ABSTAIN

77 Proposal to empower the Board of Directors to acquire the maximum number of shares permitted by law, within an 18-month period, beginning on 9 April 2008. The price of such shares must not be more than 5% above the highest closing price in the 30-day trading period preceding the transaction, and no more than 10% below the lowest closing price in the same 30-day trading period. Proposal to amend Article 13, Section 2 of the Articles of Association as follows: The Board of Directors is hereby empowered to acquire the maximum number of own shares permitted by law. The price paid for these shares must not be more than 5% above the highest closing price in the 30-day trading period preceding the transaction, and no more than 10% below the lowest closing price in that same 30-day trading period. This mandate is granted for a period of eighteen months as of 9 April 2008. Proposed resolution 1.FOR 2.AGAINST 3.ABSTAIN

78 Proposed resolution Proposal to grant all powers to the Secretary General, including that of replacement, for the purpose of coordinating the Articles of Association to reflect the resolutions above.

79 Extraordinary General Shareholders’ Meeting Brussels, 9 April 2008


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