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Page 1: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

Update

31 March 2015

Page 2: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

DISCLAIMER

2

This presentation does not constitute or form part of and

should not be construed as, an offer to sell or issue or the

solicitation of an offer to buy or acquire securities issued

by Bang & Olufsen A/S in any jurisdiction, including the

United States of America, Canada, Australia, Japan or

the United Kingdom, or an inducement to enter into

investment activity in any jurisdiction.

This presentation contains forward looking statements.

Such statements concern management’s current

expectations, beliefs, intentions or strategies relating to

future events and hence involve substantial risks and

uncertainties. Actual future results and performance may

differ materially from those contained in such statements.

This presentation does not imply that Bang & Olufsen

A/S has undertaken to revise these forward looking

statements, except what is required under applicable law

or stock exchange regulation.

This presentation does not constitute or form part of and

should not be construed as, an offer to sell or issue or the

solicitation of an offer to buy or acquire securities issued

by Bang & Olufsen A/S in any jurisdiction, including the

United States of America, Canada, Australia, Japan or

the United Kingdom, or an inducement to enter into

investment activity in any jurisdiction.

Page 3: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

KEY HIGHLIGHTS

Focus on Bang & Olufsen and B&O PLAY brands

Leverage brand value through select partnerships

Restructuring to a new operating model

New consumer focused

strategy

Agreement regarding sale of minority stake in Medicom signed

ICEpower considered non-core and future ownership to be

investigated

Non-core B2B activities

Estimated historical financials and guidance for continuing business

Automotive transaction financials

Financials and

guidance Financials and guidance

3

Automotive brand license agreement with HARMAN

Transfer of the Automotive assets to HARMANAutomotive Automotive

License

agreement

Transfer

of assets

Page 4: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

1. Automotive

2. New consumer focused strategy

3. Other non-core B2B activities

4. Continuing business

5. Near-term events

AGENDA

4

Page 5: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

5

AUTOMOTIVE BRAND LICENSE AGREEMENT WITH HARMAN

Automotive 21%*

Automotive share of Group

revenue

Significant reduction of organisational

complexity

Enable stronger consumer focused

strategy

Reduce

complexity

Focus on value creation

Upfront cash payments

Future license payments per unit sold to

new brand partners

Attractive

valuation

Maximise shareholder value

Create strong capital base in order to

support new consumer focused strategy

Reduce the company’s bank facilities

Future capital structure communicated at

announcement of full year results for

2014/15

Use of

proceeds

New Automotive brand license agreement and transfer of Automotive assets to HARMAN

Potential significant increase in

Automotive volumes

Effective expansion of Bang & Olufsen

and B&O PLAY brand awareness

Brand

awareness

Upfront cash

payments

Future cash flow

from license

payments

* Full year 2013/14

Page 6: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

6

A UNIQUE BRAND LICENSE AGREEMENT…

High-end and

premium

consumer

brands

Acoustics

Design and

craftsmanship

Distribution

and scale

Car integration

and

technology

Financial

strength

…leveraging key strengths

and competencies of

Bang & Olufsen and HARMAN

Page 7: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

7

KEY PAYMENT TERMS OF THE TRANSFER OF AUTOMOTIVE ASSETS AND

BRAND LICENSE AGREEMENT WITH HARMAN

Future license paymentsUpfront cash payment

DKK ~255mDKK ~75m

Upfront cash payment

DKK ~1,095m

Payment for the

transfer of Automotive

assets

Fixed license

pre-payment

Guaranteed annual

minimum license fee of

DKK 12.7 million for a

duration of 20 years

Automotive brand license agreement

Variable license payments

subject to volumes sold

• Fixed per unit license

payment

• After 20 years, an

aggregate threshold of

DKK 3 billion determines

the future terms of license

payments

Cash payment to be paid at closing of approx. DKK 1,170 million

Transfer of the Automotive assets

Represents a significant license revenue opportunity

potentially exceeding the upfront payments

Page 8: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

8

SMOOTH TRANSITION OF COMPETENCIES AND ACTIVITIES

High-level transition process

Full Low

Transition objectives

▪ The overall aim is to carry out the

transition of Automotive

competencies and activities as

smoothly and efficiently as

possible

▪ The planned transition process

will minimise disruption for OEMs

and create an even stronger and

more efficient setup

▪ All Bang & Olufsen Automotive

employees will be transferred to

HARMAN to ensure the delivery

of the level of unique innovation,

visual design, and craftsmanship,

which Bang & Olufsen is known

for High

Bang & Olufsen involvement

Signing

31 March 2015

Closing

6-10 weeks after signingFollowing closing

▪ Bang & Olufsen continues to

operate all Automotive activities

▪ Detailed transition actions are

agreed with HARMAN for each

functional area

▪ Bang & Olufsen continues to supply key components,

incl. aluminum parts

▪ Integration of the Bang & Olufsen Automotive business

with HARMAN’s Car Audio business

Transfer of

employees

Page 9: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

1. Automotive

2. New consumer focused strategy

3. Other non-core B2B activities

4. Continuing business

5. Near-term events

AGENDA

9

Page 10: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

NEW CONSUMER FOCUSED STRATEGY

Further strengthen areas of core competencies within acoustics, design and craftsmanship

Continue to focus on leveraging technology partnerships and platforms

Optimise supply-chain and manufacturing footprint to reduce complexity and enable scale

Continue to lift quality and customer experience in exclusive B1/SiS network and expand TPR distribution

Strategy for the future

consumer business

10

Further strengthen the position of Bang & Olufsen as a luxury brand

Leverage the new generation of Audio and Video products combining our unique design with our modern digital

wireless platforms

Strengthen the position of B&O PLAY as a premium brand for portable audio and headphones, based on

superior design and acoustics

Vision for the future

consumer business

Page 11: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

THE LEADING BRAND IN LUXURY CONSUMER ELECTRONICS

11

Luxury AV

experience

Premium

portable

audio and

headphones

Targeted

brand

licencing

…to be leveraged in the new consumer focused

strategy

Back bone of the company

World class, luxury brand proposition

High-end retail network

Driver of innovation

Extension of the Bang & Olufsen brand to:

Attract new and younger audience

Increase brand awareness

Gain volume and generate cash flow

Leverage brand value

Increase brand awareness

Enable even stronger growth and

awareness of the brand

by

by

The unique brand…

Coolbrands rated

B&O as the UK’s

11th coolest brand

in 2014/15 and

B&O has been in

top ~10 since 2008

Focus’ in German

market rated B&O

as no. 1 in 2014

based on product

quality and

workmanship

3 Red Dot design

awards within last

3 years to Bang &

Olufsen and B&O

PLAY products

Page 12: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

STRATEGY TO BUILD A FUTURE CONSUMER FOCUSED BUSINESS

Reduce complexitySecure new

profitability model

Strengthen brand

position

Build future

operating model

▪ Reduce complexity and

maximize shareholder value

through divestments of non-

core assets

▪ Ensure profitability

and complexity reduction of

consumer business

▪ Strengthen position as

luxury consumer brand

▪ Launch significant structural

changes to build future

operating model

▪ Transfer of the Automotive

assets

▪ Divestment of Medicom

▪ Future ICEpower ownership to

be investigated

▪ Consumer focus with AV and

B&O PLAY

▪ Ensure strong revenue from

strategic brand licensing

partnerships, e.g. the recently

announced Hewlett-Packard

partnership

▪ Address costs

▪ Optimise the footprint and

deliver significant cost

reductions

▪ Continue to strengthen retail

operating model and invest in

marketing

▪ Focus AV on the home and

interior design and focus B&O

PLAY on design and sound

▪ Increased use of partnerships

to transform current operating

model and significantly

increase scale and reduce

complexity

▪ Accelerate third party revenue

(TPR) partners for B&O PLAY

12

Ma

in

foc

us

Ke

y

ac

tivit

ies

Page 13: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

1. Automotive

2. New consumer focused strategy

3. Other non-core B2B activities

4. Continuing business

5. Near-term events

AGENDA

13

Page 14: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

14

OTHER NON-CORE B2B ACTIVITIES

As a consequence of the new consumer focused strategy, it has been

decided to investigate the future ownership alternatives of ICEpower

ICEpower is the leader in the audio engineering market providing

class D audio solutions to manufacturers of professional and

consumer audio products.

Approx. 10% of ICEpower’s sales is to the Bang & Olufsen Group

ICEpower

ownership

alternatives to be

investigated

Bang & Olufsen has signed an agreement to divest the minority stake

(35 per cent) in Medicom to Maj Invest

As a result of the transaction, Bang & Olufsen expects to book a non-

recurring gain of DKK 6.6 million in the fourth quarter of the 2014/15

financial year

The cash flow effect of the divestment is estimated to DKK 16 million

The transaction is subject to customary closing conditions

Divestment of

minority stake in

Medicom

Page 15: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

1. Automotive

2. New consumer focused strategy

3. Other non-core B2B activities

4. Continuing business

5. Near-term events

AGENDA

15

Page 16: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

16

HISTORICAL REVENUE AND ESTIMATED EBIT

* I) Ranges in Estimated EBIT relate to the indirect cost allocation and highly integrated, complex processes between the

segments. II) The Estimated EBIT figures are not in accordance with IFRS as costs for shared functions are currently

allocated to Automotive based on historical allocations. A part of these will be reclassified from discontinued business to

continuing business in accordance with IFRS 5 in the annual report for the 2014/15 financial year

▪ Following the closing of the Automotive transaction and the decision

to divest non-core assets, Bang & Olufsen’s continuing business will

comprise the AV and B&O PLAY segments

▪ Estimated EBIT for the continuing business for the first nine months

of the 2014/15 financial year is negative DKK 260-280 million

– Ranges in Estimated EBIT relate to the indirect cost allocation

and highly integrated, complex processes between the

segments

▪ In addition to the recently announced restructuring activities and

related cost reduction measures further cost reduction measures

such as footprint optimisation, streamlining of supply-chain related

areas and reduction in service and support functions will be

implemented in the current financial year and in 2015/16 to mitigate

costs for shared functions which are currently allocated to Automotive

(DKK million) 2014/15 2013/14 Change, % 2014/15 2013/14 Change, %

Revenue by segment

Continuing Business

AV 457 406 13 1.217 1.149 6

B&O PLAY 172 122 41 412 408 1

Total continuing business 629 528 19 1.629 1.557 5

Discountinued Business

Automotive 128 129 (1) 406 444 (9)

ICEpower 24 23 4 69 75 (8)

Total discountinued business 152 152 (0) 475 519 (9)

Elimination of internal revenue (2) (3) - (6) (9) -

Exchange rate adjustments 20 (2) - 32 (3) -

Revenue Group 800 675 19 2.130 2.063 3

Estimated EBIT by segment*

Continuing Business - - - (280) - (260) (140) - (120) -

Automotive - - - 15 - 35 40 - 60 -

ICEpower 10 - 15 15 - 20

EBIT Group (20) - 0 (28) - (244) - (224) (61) -

3rd quarter Year to Date Q3

Page 17: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

A STRONG GROWTH IN THIRD QUARTER

17

TV production and other supply chain issues have been solved

Strong B&O PLAY supply situation

Supply chain

issues resolved

Strong portfolio introducing new B&O PLAY products, with great reception

Exclusive Love Affair Collection launched

New products

launched

Continued expansion of the Third Party distribution

Net increase in the number of B1/SiS stores while increasing sales per store

Strengthened

distribution

Growth primarily driven by new, innovative products in the consumer segment

– AV segment revenue for the third quarter 2014/15 increased 13% compared to the same period last

year and B&O PLAY revenue increased 41% during the same period

Strong growth

in consumer

business

Page 18: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

18

GUIDANCE, USE OF PROCEEDS AND FUTURE CAPITAL STRUCTURE

The Board of Directors will seek to maximise shareholder value by creating a strong capital base to support the new

consumer focused strategy

The proceeds from the transaction are expected to be partly used to reduce the company’s bank facilities

The future capital structure will be communicated in connection with the announcement of the full year results for 2014/15

Use of proceeds and

future capital

structure

The outlook for the 2014/15 financial year remains unchanged compared to the outlook previously given (see Company

Announcement 14.25 from 12 March 2015)

According to IFRS, Automotive and ICEpower will be reclassified as discontinued business in the Annual Report for the

2014/15 financial year and the guidance for the continuing business can be further specified as follows

– The continuing business is expected to show high single digit revenue growth for the 2014/15 financial year

– Estimated EBIT for the continuing business is expected to be negative DKK 230-260 million for the 2014/15 financial

year

o This Estimated EBIT assumes a positive Estimated EBIT from the continuing business in Q4

This guidance does not include costs related to the restructuring announced 12 March 2015, potential impairments, and

costs for shared functions which are currently allocated to Automotive and gains from the Automotive transaction

Full year 2014/15

outlook

Page 19: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

1. Automotive

2. New consumer focused strategy

3. Other non-core B2B activities

4. Continuing business

5. Near-term events

AGENDA

19

Page 20: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O

20

NEAR-TERM EVENTS AND COMMUNICATION

Signing

• Announcement of Automotive brand

license agreement and transfer of

Automotive assets to HARMAN

• Announcement of new consumer

focused strategy

• Divestment of Medicom and

investigation of future ICEpower

ownership

Q3 2014/15

• Release of Q3 2014/15

interim report

Closing

• Expected closing of

the transfer of

Automotive assets

and brand licensing

agreement

AR 2014/15

• Release of 2014/15 Annual Report

• Future capital structure

• Presentation of the new consumer focused strategy and

the new operating model

• Status on restructuring

• Updated financial and strategic targets

Mar Apr May Jun Jul Aug Sep

~6-10 weeks after signing16 April 201531 March 2015 13 August 2015

Fiscal year-end 2014/15

Page 21: Update 31 March 2015az498215.vo.msecnd.net/static/files/presentations... · 31 March 2015 Closing 6-10 weeks after signing ... top ~10 since 2008 Focus’ in German market rated B&O