ANNUAL GENERAL MEETING
12 August 2013
Exhibit 99.7 |
Annual General Meeting
12 August 2013
Chairmans Address -
Michael Hammes
2 |
Annual General Meeting
12 August 2013
CEOs Address
Louis Gries
3 |
AGENDA
4
Global Strategy
Results Overview
Full Year 2013 and Q1 FY2014
USA and Europe Fibre Cement
Group Summary
Group Outlook |
GLOBAL STRATEGY
Industry Leadership and Profitable
Growth
5
Aggressively grow demand for our
products in targeted market segments
Grow our overall market position while
defending our share in existing market
segments
Introduce differentiated products to
deliver a sustainable competitive
advantage |
GROUP
OVERVIEW 1
Comparisons
are
of
the
1st
quarter
FY2014
and
full
fiscal
year
as
at
31
March
2013
versus
the
1st
quarter
and
full
year
result
of
the
prior fiscal year.
2
Includes $485.2m tax benefit arising on conclusion of RCIs disputed amended
assessment with the Australian Taxation Office. 1
6
US$ Millions
FY2013
FY2012
% Change
Q1
FY2014
Q1
FY2013
% Change
Net operating (loss) profit
45.5
604.3
(92)
142.2
68.5
-
Net operating profit excluding asbestos,
asset impairments, ASIC expenses, New
Zealand product liability expenses and
tax adjustments
140.8
144.3
(2)
52.0
43.8
19
2 |
1
Excludes
asset
impairment
charges
of
US$14.3
million
in
4
th
quarter
FY12,
US$5.8
million
in
3
rd
quarter
FY13
and
US$11.1
million
in
4
th
quarter FY13
7
USA AND EUROPE FIBRE CEMENT
1 |
8
Net operating profit of US$52.0 million, which excludes asbestos, ASIC expenses,
New Zealand product liability expenses and tax adjustments, reflected:
Improved sales volumes and higher average net sales prices in both the USA
and Europe and the Asia Pacific Fibre Cement segments
Increased employment and marketing costs in the US due to ramp up of
organisational capabilities that occurred in the second half of the prior fiscal
year
Higher operating earnings in the US business with the USA and Europe Fibre
Cement EBIT margin at 21.4% for the quarter
Increased contribution by the Asia Pacific Fibre Cement segment with adjusted
EBIT margin for the quarter at 22.4%
Ongoing investment in the refurbishment and re-commissioning of our Fontana,
California plant which remains scheduled to reopen in early calendar year
2014
Purchase of the previously-leased land and buildings at our Carole Park,
Brisbane facility
Q1 FY14 RESULT -
GROUP SUMMARY |
9
FY14 GUIDANCE
Management notes the range of analysts
forecasts for net operating profit
excluding asbestos for the year ending 31 March 2014 is between US$165
million and US$194 million
Management expects full year earnings excluding asbestos, asset
impairments, ASIC expenses, New Zealand product liability expenses and
tax adjustments to be within that range
Guidance is dependent on, among other things, housing industry conditions
in the US continuing to improve and an average exchange rate at or near
current levels applying for the balance of the year ending 31 March 2014
Although US housing activity has been improving for some time, market
conditions remain somewhat uncertain and some input costs remain
volatile
Management is unable to forecast the comparable US GAAP financial
measure due to uncertainty regarding the impact of actuarial estimates on
asbestos-related assets and liabilities in future periods
|
GROUP OUTLOOK
USA and Europe Fibre Cement
The US operating environment continues to reflect an increasing number of housing
starts and improving house values
Pick-up in repair and remodelling activity becoming apparent
The company is continuing with its plan to invest in capacity expansions through
re-commissioning of idled facilities in future periods
The company expects EBIT to revenue margin to be above 20% for FY14, absent major
adverse external factors
Asia Pacific Fibre Cement
In Australia, dwelling approvals continue to track on a gradual upward trend,
however the company is not anticipating any substantial increase in net
sales revenue in FY14
In New Zealand, the housing market continues to improve
In the Philippines, the business is experiencing growth in its core market segments
and is expected to deliver consistent earnings over the next 12 months
10 |
Annual General Meeting
12 August 2013
Items of Business
11 |
RESOLUTION 1:
Financial Statements and Reports for Fiscal Year
2013
12
To receive and consider the financial statements and reports of the
Directors and external auditor for the fiscal year ended 31 March
2013 |
RESOLUTION 1:
Financial Statements and Reports for Fiscal Year
2013
13
PROXY RESULTS:
Votes
%*
For
353,440,980
99.96
Against
22,285
0.01
Open
125,832
0.04
Abstain
5,400,873
N/A
Excluded
0
N/A
* -
percentages have been rounded |
RESOLUTION 2:
Remuneration Report for Fiscal Year 2013
14
To receive and consider the Remuneration Report of the company for
the fiscal year ended 31 March 2013 |
RESOLUTION 2:
Remuneration Report for Fiscal Year 2013
15
PROXY RESULTS:
Votes
%*
For
328,838,459
91.66
Against
29,829,076
8.31
Open
123,632
0.03
Abstain
198,803
N/A
Excluded
0
N/A
* -
percentages have been rounded |
RESOLUTION 3:
Re-election of Directors
a.
That David Harrison, who retires by rotation in accordance with the
Articles of Association, be re-elected as a director.
b.
That Donald McGauchie AO, who retires by rotation in accordance
with the Articles of Association, be re-elected as a director.
16 |
RESOLUTION 3(a):
Re-election of Directors
David Harrison
17
PROXY RESULTS:
Votes
%*
For
355,803,291
99.13
Against
3,019,165
0.84
Open
123,632
0.03
Abstain
43,882
N/A
Excluded
0
N/A
* -
percentages have been rounded |
RESOLUTION 3(b):
Re-election of Directors
Donald McGauchie AO
18
PROXY RESULTS:
Votes
%*
For
337,584,498
98.27
Against
5,813,697
1.69
Open
123,632
0.04
Abstain
15,468,143
N/A
Excluded
0
N/A
* -
percentages have been rounded |
RESOLUTION 4:
Authority to Fix the External Auditors Remuneration
19
That the Board be authorised to fix the remuneration of the external
auditor for the financial year ended 31 March 2014. |
RESOLUTION 4:
Authority to Fix the External Auditors Remuneration
20
PROXY RESULTS:
Votes
%*
For
358,669,880
99.95
Against
66,081
0.02
Open
126,132
0.04
Abstain
127,877
N/A
Excluded
0
N/A
* -
percentages have been rounded |
RESOLUTION 5:
Grant of Return on Capital Employed Restricted Stock
Units
21
Approve the grant of Return on Capital Employed Restricted Stock
Units (RSUs) under the companys Long Term Incentive Plan to the
CEO, Louis Gries |
RESOLUTION 5:
Grant of Return on Capital Employed Restricted Stock
Units
22
PROXY RESULTS:
Votes
%*
For
356,243,601
99.48
Against
1,739,439
0.49
Open
428,464
0.03
Abstain
189,224
N/A
Excluded
523,832
N/A
* -
percentages have been rounded |
RESOLUTION 6:
Grant of Relative Total Shareholder Returns (TSR)
RSUs
23
Approve the grant of RSUs with a Relative Total Shareholder Return
(TSR) hurdle under the companys Long Term Incentive Plan to the
CEO, Louis Gries. |
RESOLUTION 6:
Grant of Relative Total Shareholder Returns (TSR)
RSUs
24
PROXY RESULTS:
Votes
%*
For
326,259,283
91.15
Against
31,575,033
8.82
Open
428,464
0.03
Abstain
189,358
N/A
Excluded
523,832
N/A
* -
percentages have been rounded |
OTHER ITEMS OF BUSINESS
25 |
ANNUAL GENERAL MEETING
12 August 2013 |
Disclaimer:
This
Management
Presentation
contains
forward-looking
statements.
James
Hardie
may
from
time
to
time
make
forward-looking
statements
in
its
periodic
reports
filed
with
or
furnished
to
the
SEC,
on
Forms
20-F
and
6-K,
in
its
annual
reports
to
shareholders,
in
offering
circulars,
invitation
memoranda
and
prospectuses,
in
media
releases
and
other
written
materials
and
in
oral
statements
made
by
the
companys
officers,
directors
or
employees
to
analysts,
institutional
investors,
existing
and
potential
lenders,
representatives
of
the
media
and
others.
Statements
that
are
not
historical
facts
are
forward-looking
statements
and
such
forward-looking
statements
are
statements
made
pursuant
to
the
Safe
Harbor
Provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Examples of forward-looking statements include:
27
statements about the companys future performance;
projections of the companys results of operations or financial
condition;
statements regarding the companys plans, objectives or goals, including those
relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;
expectations concerning the costs associated with the suspension
or closure of operations at any of the companys plants and future plans with
respect to any such plants;
expectations regarding the extension or renewal of the companys credit
facilities including changes to terms, covenants or ratios;
expectations concerning dividend payments and share buy-backs;
statements concerning the companys corporate and tax domiciles and structures
and potential changes to them, including potential tax charges;
statements regarding tax liabilities and related audits, reviews
and proceedings;
statements as to the possible consequences of proceedings brought against the
company and certain of its former directors and officers by the Australian Securities and
Investments Commission (ASIC);
statements regarding the possible consequences and/or potential outcome of the
legal proceedings brought against two of the companys subsidiaries by the New Zealand
Ministry of Education and the potential product liabilities, if any, associated
with such proceedings;
expectations about the timing and amount of contributions to Asbestos Injuries
Compensation Fund (AICF), a special purpose fund for the compensation of proven Australian
asbestos-related personal injury and death claims;
expectations concerning indemnification obligations;
expectations concerning the adequacy of the companys warranty provisions and
estimates for future warranty-related costs;
statements regarding the companys ability to manage legal and regulatory
matters (including but not limited to product liability, environmental, intellectual property and
competition law matters) and to resolve any such pending legal and regulatory
matters within current estimates and in anticipation of certain third-party recoveries; and
statements
about
economic
conditions,
such
as
change
in
the
US
economic
or
housing
recovery,
the
levels
of
new
home
construction
and
home
renovations,
unemployment
levels,
changes
in
consumer
income,
changes
or
stability
in
housing
values,
the
availability
of
mortgages
and
other
financing,
mortgage
and
other interest rates,
housing affordability and supply, the levels of foreclosures and
home resales, currency exchange rates, and builder and consumer
confidence. |
Disclaimer (continued):
Words
such
as
believe,
anticipate,
plan,
expect,
intend,
target,
estimate,
project,
predict,
forecast,
guideline,
aim,
will,
should,
likely,
continue,
may,
objective,
outlook
and
similar
expressions
are
intended
to
identify
forward-looking
statements
but
are
not
the
exclusive
means
of
identifying
such
statements.
Readers
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements
and
all
such
forward-looking
statements
are
qualified
in
their
entirety
by
reference
to
the
following cautionary
statements.
Forward-looking
statements
are
based
on
the
companys
current
expectations,
estimates
and
assumptions
and
because
forward-looking
statements
address
future
results,
events
and
conditions,
they,
by
their
very
nature,
involve
inherent
risks
and
uncertainties,
many
of
which
are
unforeseeable
and
beyond
the
companys
control.
Such
known
and
unknown
risks,
uncertainties
and
other
factors
may
cause
actual
results,
performance
or
other
achievements
to
differ
materially
from
the
anticipated
results,
performance
or
achievements
expressed,
projected
or
implied
by
these
forward-looking
statements.
These
factors,
some
of
which
are
discussed
under
Risk
Factors
in
Section
3
of
the
Form
20-F
filed
with
the
Securities
and
Exchange
Commission
on
27
June
2013,
include,
but
are
not
limited
to:
all
matters
relating
to
or
arising
out
of
the
prior
manufacture
of
products
that
contained
asbestos
by
current
and
former
James
Hardie
subsidiaries;
required
contributions
to
AICF,
any
shortfall
in
AICF
and
the
effect
of
currency
exchange
rate
movements
on
the
amount
recorded
in
the
companys
financial
statements
as
an
asbestos
liability;
governmental
loan
facility
to
AICF;
compliance
with
and
changes
in
tax
laws
and
treatments;
competition
and
product
pricing
in
the
markets
in
which
the
company
operates;
the
consequences
of
product
failures
or
defects;
exposure
to
environmental,
asbestos,
putative
consumer
class
action
or
other
legal
proceedings;
general
economic
and
market
conditions;
the
supply
and
cost
of
raw
materials;
possible
increases
in
competition
and
the
potential
that
competitors
could
copy
the
companys
products;
reliance
on
a
small
number
of
customers;
a
customers
inability
to
pay;
compliance
with
and
changes
in
environmental
and
health
and
safety
laws;
risks
of
conducting
business
internationally;
compliance
with
and
changes
in
laws
and
regulations;
the
effect
of
the
transfer
of
the
companys
corporate
domicile
from
The
Netherlands
to
Ireland,
including
changes
in
corporate
governance
and
potential
tax
benefits;
currency
exchange
risks;
dependence
on
customer
preference
and
the
concentration
of
the
companys
customer
base
on
large
format
retail
customers,
distributors
and
dealers;
dependence
on
residential
and
commercial
construction
markets;
the
effect
of
adverse
changes
in
climate
or
weather
patterns;
possible
inability
to
renew
credit
facilities
on
terms
favourable
to
the
company,
or
at
all;
acquisition
or
sale
of
businesses
and
business
segments;
changes
in
the
companys
key
management
personnel;
inherent
limitations
on
internal
controls;
use
of
accounting
estimates;
and
all
other
risks
identified
in
the
companys
reports
filed
with
Australian,
Irish
and
US
securities
agencies
and
exchanges
(as
appropriate).
The
company
cautions
you
that
the
foregoing
list
of
factors
is
not
exhaustive
and
that
other
risks
and
uncertainties
may
cause
actual
results
to
differ
materially
from
those
in
forward-looking
statements.
Forward-looking
statements
speak
only
as
of
the
date
they
are
made
and
are
statements
of
the
companys
current
expectations
concerning
future
results,
events
and
conditions.
The
company
assumes
no
obligation
to
update
any
forward-looking
statements
or
information
except
as
required
by
law.
28 |
ANNUAL GENERAL MEETING
12 August 2013 |