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)
Adj. EBIT margin 20173,4: 3.6%
Management ConsultingSales 20173,4: EUR 65.7m (12.6% of sales)
Adj. EBIT margin 20173,4: 11.1%
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)
EBITA margin 2017: 8.9%
InfrastructureSales 20171: SEK 5,110m (12.6% of sales)
EBITA margin 2017: 10.1%
Digital solutionsSales 20171: SEK 2,046 (35.7% of sales)
EBITA margin 2017: 9.7%
ENERGY
~SEK 2,900m~15% of sales
INDUSTRIAL AND
DIGITAL SOLUTIONS
~SEK 5,900m~30% of sales
PROCESS INDUSTRIES
~SEK 3,000m~15% of sales
INFRASTRUCTURE
~SEK 7,300m~37% of sales
MANAGEMENT
CONSULTING
~SEK 700m~4% of sales
Com
bin
ed
2,3
Com
bin
ed
2,3
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
~SEK 2,900m(~15% of sales)
~2,000
~SEK 3,000m(~15% of sales)
~2,500
~SEK 5,900m(~30% of sales)
~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
Automotive & Vehicle
Energy and Power
Manufacturing Industry
Life Science, Food & Pharma
Process Industry
Telecom and ICT
Defence
Management Consulting
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
ÅF PöyrySep 2018 LTM1,2
~14,500
~19.2 BSEK
~75%Ssgg
~18%
~50
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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”
10%Fixed price projects
EPC+
1) Numbers represent an estimation of ÅF Pöyry Sep 2018 LTM2) EUR/SEK: 10.3090 (ECB September 30, 2018)
51%“T&M Projects”
39%Service
16%Fixed price projects
50%“T&M Projects”
34%Service
ÅFSep 2018 LTM
ÅF PöyrySep 2018 LTM1,2
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
1) Numbers represent an estimation of ÅF Pöyry Sep 2018 LTM2) EUR/SEK: 10.3090 (ECB September 30, 2018)
ÅFSep 2018 LTM
ÅF PöyrySep 2018 LTM1,2
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
41%
32%
16%
11%
Infrastructure
Industry
Digital Solutions
Energy
~37%
~30%
~15%
~15%
~4%
Infrastructure
Industrial and Digital Solutions
Process Industries
Energy
Management Consulting
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
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
16%Fixed price projects
50%Project delivery
34%Service delivery
21%
13%
10%
17%
6%
5%
14%
3%2%
3%6% Infrastructure
Real Estate
Automotive & Vehicle
Energy and Power
Manufacturing Industry
Life Science, Food & Pharma
Process Industry
Telecom and ICT
Defence
Management Consulting
Other
1) ÅF estimate of the combined company2) EUR/SEK: 10.3090 (ECB September 30, 2018)
ÅF PöyryNet sales
Sep 2018 LTM1,2
ÅF PöyrySep 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