Åf group - af consult · 2) buildings includes residential buildings in oecd europe and oecd...

ÅF Group

JONAS GUSTAVSSON, PRESIDENT & CEOSTEFAN JOHANSSON, CFO

NORDIC SEMINARJANUARY, 2019

IMPORTANT NOTICE

THIS PRESENTATION MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY,

AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE

PROHIBITEDBYAPPLICABLELAW.

THIS PRESENTATION IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN

PARTICULAR, THIS PRESENTATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN

EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER

OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR

INDIRECTLY IN ANY JURISDICTION WHERE EITHER A TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER

OFFER DOCUMENT OR REGISTRATIONOROTHER REQUIREMENTS WOULD APPLYIN ADDITIONTO THOSE UNDERTAKEN INFINLAND.

THE TENDEROFFER IS NOT BEING MADE, ANDTHE SHARES WILL NOT BEACCEPTEDFORPURCHASE FROM ORONBEHALFOFPERSONS, DIRECTLYORINDIRECTLY, IN

ANY JURISDICTION WHERE THE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. WHEN

PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED ORTRANSMITTED INTO

OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY

OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE

TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA,

CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY

FROM AVIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

Notice to Shareholders in the United States

The Tender Offer is made to shareholders of Pöyry PLC (“Pöyry”) resident in the United States on the same terms and conditions as those made to all other shareholders of Pöyry to whom an offer

is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to

Pöyry’s other shareholders.

The Tender Offer is made for the issued and outstanding shares in Pöyry, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of

Finland, which are different from those of the United States. The financial statements and financial information included in this presentation or in the tender offer document have been prepared in

accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

It maybe difficult for Pöyry’s shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since ÅFAB (publ) (“ÅF”) and Pöyry are located in non-

U.S. jurisdictions, and some or all of their respective officers and directors maybe residents of non-U.S. jurisdictions. Pöyry’s shareholders may not be able to sue ÅF or Pöyry or their respective

officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel ÅF and Pöyry and their respective affiliates to subject themselves to a U.S. court’s

judgment.

The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended as a “Tier II” tender offer, and otherwise

in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer

timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, ÅF and its affiliates or brokers (acting as agents for ÅF or its affiliates, as applicable) may from time to time, and other than pursuant

to the Tender Offer, directly or indirectly purchase or arrange to purchase, shares in Pöyry that are the subject of the Tender Offer or any securities that are convertible into, exchangeable for or

exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a stock exchange

release or other means reasonably calculated to inform U.S. shareholders of Pöyry of such information. In addition, the financial advisers to ÅF may also engage in ordinary course trading activities

in securities of Pöyry, which may include purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or

completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.

Forward-looking Statements

This presentation includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this presentation, the

words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to ÅF, Pöyry, the

tender offer or the combination of the business operations of ÅF and Pöyry identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in

which the statements are made. Forward-looking statements are set forth in a number of places in this presentation, including wherever this presentation includes information on the future results,

plans and expectations with regard to ÅF’s business following the completion of the tender offer, including strategic plans, synergies and growth, and general economic conditions. These forward-

looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations that, even though they

seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Investors should not rely

on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of ÅF to differ materially from those expressed or implied in the forward-

looking statements. Neither ÅF nor any of its affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any

forward-looking statements to reflect events that occur or circumstances that arise after the date of this presentation.

Combined Financial Information

The combined financial information in this presentation is presented for illustrative purposes only. The combined financial information is based on ÅF’s estimates and should not be viewed as pro

forma financial information. Any pro forma financial information subsequently published by ÅF Pöyry could therefore differ significantly from the illustrative combined financial information

presented in this presentation.

Disclaimer

Skandinaviska Enskilda Banken AB (publ), which is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen), is acting as lead financial adviser to ÅF and no

one else in connection with the Tender Offer and arranger in relation to the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and will not be

responsible to anyone other than ÅF for providing the protection afforded to clients of Skandinaviska Enskilda Banken AB (publ) nor for providing advice in relation to the Tender Offer.

Access Partners Oy is acting as financial adviser to ÅF and no one else in connection with the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and

will not be responsible to anyone other than ÅF for providing the protection afforded to clients of Access Partners Oy nor for providing advice in relation to the Tender Offer.

Globalisation and urbanisation

Digitalization

Climate change

Sustainability

Our solutions respond to global trends

Solid growth in ÅF’s core industries

Source: Euroconstruct, McKinsey1) Sweden, Denmark, Norway and Switzerland

CivilNon-res.

96106

59

41

113

55

47

2014

51

62

2018 2020F

Investments in non-residential buildings and

civil engineering (EURbn)1

Global outsourced automotive engineering

services (EURbn)

11,5

16,0

20,5

25,0

2025202020152010

405 419447

2013 2018 2023

479

810

2000-2013 2018-2025

+70%

InfrastructureInfrastructure

ÅF exposed to solid non-residential markets

Stable underlying growth as well as strong outsourcing trend

Automotive

Solid production (despite decline in paper) and

CAPEX forecast

Pulp & Paper

Solid energy prodT&D and renewables driving investments

Energy

Global production (million tonnes per year

Total power sector investments (USDbn)

Key trends driving Pulp & Paper globally

Source: McKinsey

1

Criticality of fiber access – especially in Softwood• Scarcity of fiber access• Unclear future for recycled

2 3

Upstream value capture – pulp players leaders in profitability and global size (e.g., recent consolidation)

Shift from Paper to Tissue and Packaging• Paper declining globally since 2015• All growth from Tissue, Packaging and

specialty

4 5

Shift from developed world to developing• 80-90% of global growth from Asia and

Latin America• N America and W EU declining

Digitalization, e.g., targets• Mill of the future at 20% lower cost than

today• 100% digital sales• Products & services (e.g., intelligent

packaging)

6

Material and product substitution• New materials from wood• War on plastics

We are up for a true energy transition that is concretized in six main trends

Global energy demand growth decelerates, following a structural

decline in energy intensity

Electricity demand grows 4 times faster than all other fuels

Renewables’ cost decline accelerates further, out-competing new-built fossil

capacity today and existing capacity in 5-10 years

CO2 emissions plateau by 2030 and

remain far from a 2C pathway

Coal demand peaks in next decade, oil in the next two; in contrast, gas continues

to grow modestly

Smart demand steering and storage counter variability in demand from

renewables

Source: McKinsey

1 2 3

4 5 6

Source: McKinsey Energy Insights’ Global Energy Perspective, December 20171) Electricity % of final energy demand2) Buildings includes residential buildings in OECD Europe and OECD Americas; transport includes passenger cars, trucks, vans, buses,

and two- and three-wheelers

As a result, electricity demand is expected to grow much more rapidly than any other form of energy

Electricity % of final energy demand1Electrification1 Final energy demand (2015=100)

Buildings

Transport

Industry

▪ Fast-rising demand for electricity-based services – appliances, space cooling – in developing regions

▪ Switching from gas to electric heat pumps in high-income countries

▪ Accelerating uptake of EVs in all road segments with regulation and improving competitiveness

▪ Other enablers include infrastructure availability and shared mobility

▪ Proliferation of electric heat pumps for low-temperature heat processes

▪ Limited adoption of electric / hybrid boilers in medium-temperature heat applications

Electricity

Other fuels

2.0%

0.5%

CAGR2015-2050

ÅF today

Solid strategic frameworkWHO WE ARE

OUR VISION

OUR VALUES OUR MISSION

Providing leading solutionsfor generations to come

ÅF – Making Future

WE ARE

BraveDevotedTeam Players

We create sustainable engineering and design solutions

HOW WE WIN

GROWTH DRIVERS OUR STRATEGY

Smart infrastructureand cities

Future mobility

Industrial digitalization

Changingenergymarkets

GROWTH

International expansion into leading positions

VALUE CREATION

Business model shift to deliver higher value

OPERATIONS

Operational excellence

PEOPLE

Best in class people practices

ÅF today – Nordic based engineering anddesign company

Infrastructure 19%

Real Estate 17%

Automotive & Vehicle 16%

Energy and Power 14%

Life Science, Food & Pharma 8%

Manufacturing Industry 6%

Process Industry 6%

Telecom and ICT 5%

Defence 4%

Other 5%

IndustrySegments

33%Public Sector

67%Private Sector

Numbers represent 2017

90%Net Sales in the Nordic Region

9%Net Sales in Europe outside Nordics

33Country presence

10%Fixed price projects

61%Project delivery

39Service delivery

Embedded systems & Infrastructure

Connectivity & IoT

1101... Data, Big Data, Analytics

Ecosystems and cyber security

Service Design, UX

Software, AI, machine learning

+1,500

Top 3 within digitalization in the Nordics

digitalization

consultants

plus extensivepartner network

- Trafikverket

- Volvo AB

- Scania

- Volvo Cars

- Ericsson

- FMV

- Vattenfall

- AstraZeneca

- GE

- Avinor AS

Strong customer base

ÅF’s ten largest customers 2017

10 years of growth

2007 20170

4

8

12

Net Sales (BSEK)

3.9

12.7

CAGR

+12.6%per year

Stable profitability

EBITA, excl. items affecting comparability

MSEK %

0

200

400

600

800

1 000

1 200

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

0,0

2,0

4,0

6,0

8,0

10,0

12,0

EBITA, SEK m EBITA margin, %

Strategy pillars

International expansion into leading positions

GROWTH

Geographical expansion in core countries

International growth in selected niches

Expansion in international investment projects

Business model shift to deliver higher value

VALUE CREATION

Increase share of projects and solutions

Cross ÅF solutions to meet global growth drivers

Invest in and develop conceptsand selected products

Optimisation of professional services

Operationalexcellence

OPERATIONS

Simplified and focused organisation

Adjusted financial steering

Optimised pricing and sourcing

Ethical commitment

Best in classpeople practices

PEOPLE

Leadership development

People engagement and development

Employer branding

Recruitment and onboarding

Diversity and inclusion

Why platform acquisition?

— Market consolidation

— Strengthened structure for international

growth in selected niches

— Size and scale important to support

clients with their increasingly challenging

projects

— Increasing opportunities for employees

in order to attract the best

— ÅF ready to take the next step with

ambitions to be No. 1 – Aiming for leading

position

Pöyry – ready for a new journey

• Turnaround and re-positioning materialized - cost reductions and efficiency gains

• Organic sales growth 2018 Jan-Sep 8%

• Increase in order stock with solid margins

• Strong cash generation and positive outlook

Milestones

20182018 2016-2017

• Martin à Porta appointed CEO

• Strategic plan set out moving towards an ‘intrapreneurial’ culture, empowerment, client centric focus and improved efficiency

• High transparency with state of art ERP system

• Steady reduction of loss making units/ increase of “champions”

2013-2015 2010-2012

• Exit of Infra-business in Eastern Europe as well as reduction of exposure to international Infra-markets

• Re-establish ways of working, initiation of ERP-project

• Intro of consistent risk & project management guidelines

• Challenging market environment with transformation in pulp and paper industry

• Difficult years due to several projects originating from former Urban business Group

Financial development 2010-2018

Sales and Adj. EBIT margin1

2010-2018 Sep LTMMEUR

682

796 775

651

571 575530 522

553

0,9%2,5%

-2,4%

2,1%

-0,8%

1,6% 1,1%

5,0%7,2%

2010 2011 2012 2013 2014 2015 2016 2017 2018 LTM

Pöyry was established in 1958 by Jaakko Pöyryand is known for being one of the world’s biggest independent forest industry consulting and engineering companies.

History

1) Adjusted for non-recurring items (mainly related to gains from dispute settlements and arbitrations). Please see Appendix for further details on the non-recurring items

“Being close to customers, employing talented people and executing projects perfectly has been our formula for success”

– Dr. Jaakko Pöyry, Founder, 1924-2006

Execution abilities for future success Strong combined management

team is planned to consist of individuals from both ÅF and Pöyry

Increased opportunities for competence development and international careers for our employees

Strengthening of the shareholder base with new major owners with a long-term industrial perspective

Plan for new organizational structure exists

Forming a leading European engineering, design and consultancy company

Cultural fit Joint Nordic industrial heritage

and culture

High-performance organizations with strong entrepreneurial spirit

Financial profile Significant synergy potential

Compelling financial profile

Strategic fit By joining forces, ÅF and Pöyry

intend to create a robust platform driving international growth

Strengthened offering in current business areas and deepened knowledge in complementary areas implying a stronger joint customer offering

Capacity and capabilities to take on larger and more complex projects

Industrial logic Creates strong and sizable

platform – necessary in a consolidating industry

Transaction summary

• Can we talk about one transaction in three steps? W&C/HS to review

• December 10 ÅF announced a public tender offer for all outstanding

shares in Pöyry. Offer price is EUR 10.20 per share in cash, valuing Pöyry

at EUR 611m1

• The transaction is estimated to generate annual cost synergies of

approximately SEK 180m

• The cash tender offer will initially be financed by 100% debt. Thereafter,

equity of SEK 4bn is expected to be issued in a directed issue and a rights

issue

• The combined company’s President and CEO will be Jonas Gustavsson

and the head office will be located in Stockholm. The combined company

is intended to operate under the united brand ÅF Pöyry

— Following the tender offer, ÅF’s shares continue to be listed on

Nasdaq Stockholm

• Completion of the transaction is subject to, among other things, approval

from relevant authorities and 90% acceptance from the shareholders in

Pöyry

Offer acceptance period start

ÅF EGM Expected clearance from competition authorities and offer closing

Directed issue to certain major

shareholders of Pöyry

Rights issue to ÅF’s shareholders

December 20 2018

January 16 2019

Q1 2019

H1 2019

Q1 2019

Preliminary transaction timeline

1) Based on 59.9m outstanding shares

Committed cost synergies of >180 MSEK and substantial revenue synergies

Main part of cost synergies executed 2019, with some tail into 2020.

• System optimization - IT/IS

• Optimization of administration functions and de-listing of Pöyry

• Consolidation of large country structure (back-end, office…)

• Footprint consolidation (global small offices)

• Operational synergies (MGM-delayering and Sales force synergies)

• Facility footprint optimization

• Win of projects based on competence, size and footprint – all divisions

• Cross-sales, Finland-Sweden - all divisions and capabilities

• Focused growth in Forrest, Mining, Petrochemicals & Bio economy – size and scale

• Growth of infrastructure business in Finland – maximize leverage from strong Swedish platform and competencies

• Win of infrastructure projects Switzerland and leverage Europe-business

• Digitalization projects and service in Finland and across all divisions

COST SYNERGIES REVENUE SYNERGIES

Strong complementary offer and structure enable fast integration

Source: Company reports, webpage1) Total sales includes group-wide eliminations of SEK -322m2) ÅF estimate of the combined company3) EUR/SEK 9.6326 (ECB 2017 average rate)4) Total sales and Adj. EBIT include unallocated items of EUR -1.4m and EUR -10.1m, respectively. Adj. EBIT has been adjusted for non recurring items of in total EUR 10.9m (mainly related to gains from dispute settlements

and arbitrations)

EnergySales 20173,4: EUR 122.1m (23.4% of sales)

Adj. EBIT margin 20173,4: 6.1 %

IndustrySales 20173,4: EUR 149.4m (28.5% of sales)

Adj. EBIT margin 20173,4: 9.9%

InfrastructureSales 20173,4: EUR 186.6m (35.7% of sales)


Management ConsultingSales 20173,4: EUR 65.7m (12.6% of sales)


ManufacturingAutomotive development

Food & pharmaProcess industry

Product developmentIndustrial technology etc.

BuildingsRoad & rail

Project managementWater & environmentArchitecture & design

Experience designIT solutions

Embedded systemsSystems management

Heat & powerHydropower

Renewable energyNuclear powerTransmission &

distribution

Hydro PowerRenewable Energy

Transmission & Distribution Thermal Power

Pulp & Paper

Chemicals & BiofiningMining & Metals

Transportation Water

Real Estate

Engineering and technical advisory across the energy, industry, transportation and

water sectors

EnergySales 20171: SEK 1,467m (23.4% of sales)

EBITA margin 2017: 6.0%

IndustrySales 20171: SEK 4,371m (28.5% of sales)


InfrastructureSales 20171: SEK 5,110m (12.6% of sales)


Digital solutionsSales 20171: SEK 2,046 (35.7% of sales)


ENERGY

~SEK 2,900m~15% of sales

INDUSTRIAL AND

DIGITAL SOLUTIONS


PROCESS INDUSTRIES


INFRASTRUCTURE


MANAGEMENT

CONSULTING

~SEK 700m~4% of sales

Com

bin

ed

2,3

Com

bin

ed

2,3

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=2ahUKEwj6l-uLnePeAhWBiqYKHY7MDakQjRx6BAgBEAU&url=http://www.afconsult.com/en/newsroom/press-images--logo/&psig=AOvVaw1wXh91sbSLMBQYFC9id2P8&ust=1542812099985276

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=2ahUKEwjy0smwnePeAhWJDCwKHctHD-4QjRx6BAgBEAU&url=http://www.poyry.com/&psig=AOvVaw0kLpBgeWnxMi37xbezZe0y&ust=1542812172459470

Management Consulting

Process Industries

Building on the strengths of both organizations

Malin Frenning1

Infrastructure

Nicholas Oksanen

Proposed divisions in ÅF Pöyry

Energy

Richard Pinnock

Industrial and Digital Solutions

Approx. estimated net sales Sep 2018

LTM2,3

Approx. FTEs Jan-Sep 20184

~SEK 7,300m(~37% of sales)

~5,700


~2,000


~2,500


~3,900

~SEK 700m(~4% of sales)

~400

The integration process has not commenced, it is conditional upon the completion of the offer

1) To start 1 February, 20192) ÅF estimate of the combined company. The aggregate of estimated net sales per division has not been adjusted for group-wide eliminations and unallocated items (i.e. the

aggregate is somewhat higher than the estimated total net sales of the combined company of SEK 19.2bn3) Financials in EUR translated into SEK using EUR/SEK exchange rate as of September 30, 2018: 10.3090 (from ECB)4) Average FTE employees January 1, 2018 to September 30, 2018

Robert Larsson Martin à Porta

Proposed divisions

and division head

ÅF Pöyry will be a leading Nordic based engineering, design and consultancy company

Source: Annual reports1) Translated into SEK using average 2017 EUR/SEK exchange rate of 9.63262) Translated into SEK using average 2017 DKK/SEK exchange rate of 1.29493) Translated into SEK using average 2017 NOK/SEK exchange rate of 1.0330

Top 5 Nordic based consulting and engineering companies by net sales FY2017 (SEKm)

17,68916,887

13,908

7,966

4,777

12

32

ÅF PÖYRY will have a broad and balanced portfolio

19%

17%

14%13%

9%

7%

6%

4%

3%

8%Infrastructure

Real Estate

Automotive & Vehicle

Energy and Power

Manufacturing Industry

Life Science, Food & Pharma

Process Industry

Telecom and ICT

Defence

Other

21%

13%

10%

17%

6%

5%

14%

3%2%

3%6% Infrastructure

Real Estate


Energy and Power



Process Industry

Telecom and ICT

Defence


Other

ÅFNet sales

Sep 2018 LTM

ÅF PöyryNet sales

Sep 2018 LTM1,2

1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)

Split private vs public sector remains due to strong infrastructure business

33%Public Sector

67%Private Sector

ÅFSep 2018 LTM

32%Public Sector

68%Private Sector

ÅF PöyrySep 2018 LTM1,2

1) Numbers represent an estimation of ÅF Pöyry Sep 2018 LTM2) EUR/SEK: 10.3090 (ECB September 30, 2018)

Strengthened Nordic base and international footprint

9,900Average FTEs

13.5 BSEKNet Sales

90%Net Sales in the Nordics

9%Net Sales in Europe outside the Nordics

33Country presence

ÅFSep 2018 LTM


~14,500

~19.2 BSEK

~75%Ssgg

~18%

~50


Strong service offer and increased positionin project delivery

SERVICE PROJECTS

PRODUCTS

CONCEPTS

SOLUTIONS

Professional services

Professional Teams

After market – 24/7

Time & Material Projects

Fixed price projects

Turn key projects

Operating “Satellites”


EPC+


51%“T&M Projects”

39%Service


50%“T&M Projects”

34%Service

ÅFSep 2018 LTM


Project business with balanced risk focused on high value creation

System Design

Detail Design

Installation / construction

Commissioning

~10% Fixed Price Projects

of total Net Sales

>30,000Projects per year

~0.4 MSEKAverage size of project

Pre-studies and strategy ~16%

Fixed Price Projects

of total Net Sales

>50,000Projects per year

~ 0.4 MSEKAverage size of project


ÅFSep 2018 LTM


Nordic base with strengthened international presence

NordicsÅF: ~8,800Pöyry: ~1,930

Other EuropeÅF: ~860Pöyry: ~1,565

South AmericaÅF: ~70Pöyry: ~380

North AmericaÅF: 0Pöyry: ~160

AsiaÅF: ~120Pöyry: ~595

OtherÅF: ~15Pöyry: ~1

Number of FTEs1

ÅF presence

Pöyry presence

ÅF and Pöyry presence

Pöyry

Sale

s s

plit

2017

1) FTE employees at the end of 2017 for Pöyry and employees at the end of September 2018 for ÅF2) ÅF’s sales in the Nordics includes some sales in the Baltics

75%

9%

7%

9%Sweden

Norway

Switzerland

Othercountries

37%

35%

15%

4%8%

1%Nordics

Other Europe

Asia

North America

South America

Other

ÅF

75%

7%

10%

4% 4%Nordics

Switzerland

Other Europe

Asia

Other

Combined

2

Five divisions with leading positions in respective areas


41%

32%

16%

11%

Infrastructure

Industry

Digital Solutions

Energy

~37%

~30%

~15%

~15%

~4%

Infrastructure

Industrial and Digital Solutions

Process Industries

Energy


ÅFNet sales

Sep 2018 LTM

ÅF PöyryNet sales

Sep 2018 LTM1,2

InfrastructureCombined company

• Continued execution of current strong ÅF business

• Integration of PÖYRY Infrastructure-business with clearambition to improve margins and leverage from ÅF’s strong performance


37%

~53%~37%

~7%

~3%

Transportation /

Infrastructure

Real Estate

Water / Waste Water

Environment ~79%

~10%

~9% 0%

~2%

Nordics

Switzerland

Other Europe

Asia

Other~69%

~13%

~16%

~2%

Nordics

Switzerland

Other Europe

Asia

Other

~7.3 BSEKNet Sales

Sep 2018 LTM1,2

~5,700FTEs

Sep 2018 LTM1

~7.3 BSEKNet Sales

Sep 2018 LTM1,2

Industrial and Digital SolutionsCombined company


30%

• Execution of current plan to drive Nordic and international growth in selected niches, e.g. Automotive, Advanced Manufacturing

• Continue to maximize external Digital business

• Full leverage from digital capability across all ÅF verticals

~40%

~21%

~26%

~13%

~9% Automotive & Vehicle

Life Science, Food &

Pharma

ManufacturingIndustry

Telecom and ICT

Defence

~5.9 BSEKNet Sales

Sep 2018 LTM1,2

~99%

~0%

Nordics

Switzerland

Other Europe

Asia

Other

~98%

~0%~1%

Nordics

Switzerland

Other Europe

Asia

Other

~3,900FTEs

Sep 2018 LTM1

~5.9 BSEKNet Sales

Sep 2018 LTM1,2

Process IndustryCombined company


15%

• Maximize growth based on the fact that we will be one of the leading engineering and consultancy companies within Process Industry globally

~58%

~18%

~18%

~7%

Forest Industry

Chemical & Biorefining

Mining & Metals

Other Industries~72%

~0%

~9%

~7%

~12%

Nordics

Switzerland

Other Europe

Asia

Other~72%

~0%

~15%

~4%

~10%

Nordics

Switzerland

Other Europe

Asia

Other

~3.0 BSEKNet Sales

Sep 2018 LTM1,2

~3.0 BSEKNet Sales

Sep 2018 LTM1,2

~2,500FTEs

Sep 2018 LTM1

EnergyCombined company


15%

• Leverage from the strong combined positions in the Nordics

• Based on strong PÖYRY energy position, drive marginimprovemnts of ÅF’s international business

~36%

~22%

~22%

~15%

~5%Thermal

Hydropower

Transmission &

Distribution

Nuclear

Renewables

~34%

~13%~18%

~32%

~4%

Nordics

Switzerland

Other Europe

Asia

Other

~2,000FTEs

Sep 2018 LTM1

~35%

~17%~17%

~27%

~4%

Nordics

Switzerland

Other Europe

Asia

Other

~2.9 BSEKNet Sales

Sep 2018 LTM1,2

~2.9 BSEKNet Sales

Sep 2018 LTM1,2

Management ConsultingCombined company


4%

• Continue to develop current Engineering and technical advisory across the energy, industry, transportation and water sectors

~100%

Management consulting

~34%

~2%~56%

~5%~3%

Nordics

Switzerland

Other Europe

Asia

Other

~400FTEs

Sep 2018 LTM1

~19%

~3%

~54%

~11%

~13%

Nordics

Switzerland

Other Europe

Asia

Other

~0.7 BSEKNet Sales

Sep 2018 LTM1,2

~0.7 BSEKNet Sales

Sep 2018 LTM1,2

The combined company ÅF PÖYRY

32%Public Sector

68%Private Sector

75%Net Sales in the Nordic Region

18%Net Sales in Europe outside Nordics

50Country presence


50%Project delivery

34%Service delivery

21%

13%

10%

17%

6%

5%

14%

3%2%

3%6% Infrastructure

Real Estate


Energy and Power



Process Industry

Telecom and ICT

Defence


Other


ÅF PöyryNet sales

Sep 2018 LTM1,2


Summary

• Execution of the ÅF strategy – platform acquisition

• Value creation by cost- and substantial revenue synergies

• PÖYRY has a strong complementary fit with ÅF, enabling the next growth phase for the combined company

Further strengthen our Nordic base with strong Infrastructure position

Creating attractive international business in selected niches

• Balanced segment- and project portfolio

Thank you!

Appendix

Source: Pöyry Annual reports1) Pöyry did not report any adjustments to the operating result during 2010-2013

Non-recurring items 2014 – Sep 2018 LTM1

EURm 2014 2015 2016 2017 Sep 2018 LTM

Operating result (23.1) 4.0 (8.1) 15.1 49.5

Write-down of Venezuelan receivables 13.9 - - - n.a.

Restructuring and labor claim expenses 5.7 2.7 6.0 3.2 n.a.

Gains / losses related to divestments (19.1) (0.2) 0.2 - n.a.

Profits / losses related to projects finalized over two years ago 3.4 - 7.1 6.2 n.a.

Profits / losses related to projects from former Urban Business Group 12.1 2.0 1.1 0.5 n.a.

Other 2.3 0.9 (0.5) 1.1 n.a.

Total adjustments 18.3 5.4 13.9 10.9 (9.6)

Adjusted operating result (4.8) 9.4 5.8 26.0 39.9

Pöyry – Adjustments to the Operating Result

Åf group - af consult · 2) buildings includes residential buildings in oecd europe and oecd...

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