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May 8, 2026, 4:59 PM CET
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AGM 2026
Apr 16, 2026
Good morning, everybody. It's 11:00 A.M. sharp now, so a very warm welcome to everybody here for the ISS annual general meeting. Also, a warm welcome to those of you who are joining us via the webcast. My name is Nils Smedegaard, and I am serving as Chair of the Board of Directors in ISS, and this is always a day I look forward to. This is where we get to meet you, our shareholders, and face-to-face account for the year behind us, and also to look at the path ahead. Before we begin, and true to the ISS culture of putting people first, always, a brief safety moment. In the unlikely event of a fire or evacuation, please make your way out via the exits behind me. You see the doors here.
Leave your personal belongings behind, and our assembly point is outside in front of the parking lot where you came in through the main entrance. Before we move into today's agenda, I'd like to take a moment to acknowledge the broader context in which we are operating. The world continues to face geopolitical uncertainties and economic challenges, and these factors contribute to ongoing market volatility. At ISS, our locally anchored business model provides us with a high degree of resilience, helping us to navigate such complexities. While we have minimal exposure to the regions most directly affected by the current crisis in the Middle East, we fully recognize that when our customers can be affected, it can eventually influence us as well.
In times like these, our role as a strong, reliable business partner becomes even more crucial, and we remain steadfast in our commitment to supporting our customers through these challenging times. In accordance with the articles of association, the board of directors has, as in the past couple of years, appointed Rikke Schiøtt Petersen as chair of the meeting. A warm welcome to you, Rikke. Rikke will now take us through the agenda of the meeting.
Thank you very much, Nils, and thank you to the board for appointing me as chair again this year. As in previous years, I'll begin with a few introductory and practical remarks and then proceed to the formalities. When the formalities are covered, we can turn to the proposals on today's agenda. As you all have probably noticed, today's general meeting will be held in English in accordance with ISS's articles of association. As stated in the notice to convene, the general meeting will, as usual, be webcast live on the ISS shareholder portal. Shareholders can listen in, but no comments or questions can be submitted through the online webcast. A recording of the general meeting will also be made available on ISS's website afterwards.
If you, as a shareholder, wish to ask questions or provide comments to any of the agenda items as we proceed, I kindly ask you to reach out to my colleague, Anna, at the relevant time. Anna is sitting here on the first row. Once you are registered as speaker, I'll let you know when to come to the podium. Now turning to the formalities. The first point is to confirm that today's general meeting has been duly convened. Pursuant to ISS's articles and other applicable requirements, ISS's general meeting shall be convened by publishing a notice on the company's website at least three weeks, and not more than five weeks before the general meeting is held.
The notice of the general meeting shall be sent to all shareholders recorded in the company's share register who have so requested, and the general meeting must be held here in the Capital Region of Denmark. All these requirements are satisfied. Same as last year, this general meeting is held here in Søborg at the headquarters of ISS Group. The notice was published on the ISS website as well as through Nasdaq Copenhagen on Friday 20th March, and on the same date, sent to the shareholders who have so requested. The notice contains all information required by the Danish Companies Act and ISS's articles. ISS has also timely uploaded on its website the annual report and all other documents required to be presented in connection with this general meeting. On that basis, I can conclude that the general meeting has been duly convened.
Turning now to the general meeting's ability to adopt the resolutions laid out in this agenda. Today's agenda, as presented behind me, contains the standard agenda items for annual general meetings of ISS, as well as three proposals from the board. No shareholders have submitted proposals for approval at this general meeting. The proposals from the board under agenda item 10 relate to a proposed reduction of the company's share capital similar to last year, a proposed technical amendment of the articles related to the general meeting venue due to new region naming, and last, approval of the updated remuneration policy. The proposals under agenda item 10A and 10B entail amendments to the articles of association, and shall therefore be passed by at least two-thirds of the votes cast and the share capital represented at the general meeting.
All other proposals on today's agenda shall be passed with a simple majority of the votes cast, with the exception of agenda item six regarding the remuneration report for 2025, which is presented for an advisory vote only. The general meeting is therefore fully able to pass the resolutions regarding all items on today's agenda. Before proceeding to the agenda, first a few comments regarding today's attendance. According to statistics received from Computershare, the company's share register just before the meeting started, approximately 70% of the total votes and share capital are represented at the general meeting. Shareholders who have submitted votes by correspondence and proxies correspond to approximately 99.9% of the share capital and votes represented today. On the basis of the votes and proxies received, it is already now possible to conclude that all proposals on the agenda will carry a sufficient vote to be adopted.
After the meeting, a complete account of votes will be made available on the website. There will, of course, also be, and as usual, be an opportunity to raise questions or comments in respect of each agenda item. After completion of the general meeting, ISS will, as last year, host an informal shareholders meeting with the opportunity to talk to the board and management of ISS. I recognize that was quite a lot of formalities, so thank you for your patience. I'll now turn to today's agenda, which you can see on the presentation behind me. As is customary here at ISS, the first four agenda items will be presented in conjunction. The Chair of the board, Nils Smedegaard, together with Group CEO Kasper Fangel and Group CFO Mads Holm, will present the report on ISS activities, the annual report, including the distribution of profit.
Following the joint presentation, it will be possible to raise questions or comments. To start the joint presentation, I'll pass the word to the Chair, Nils Smedegaard.
Thank you, Rikke. Fancy thing here going up. That's great. Thank you, Rikke. In line with the agenda, and as Rikke mentioned, I will take you through the board of directors report, then Kasper will update you on the strategic development and the outlook for 2026. Finally, Mads will present the financial results for last year. Let's see if this works. Here we go. Before we begin, I'll want to take a moment to mark something truly extraordinary. On the 1st of April this year, ISS turned 125 years old. Fewer than 1% of companies worldwide reaches this milestone, and I think it says everything about the purpose, the resilience, and the people that has defined this organization for more than a century. ISS is, at its core, a people company.
That value has been woven into our DNA since the very beginning, and it's our people, the more than 325,000 Placemakers across 57 countries, who make this anniversary not just a number, but a story worth telling. 125 years is a milestone, but it's also for us a starting point. The values that carried us here, care for people, commitment to customers, and continuous innovation, are exactly the values which will carry us forward in an ever-changing world. Since our AGM a year ago, ISS have moved with real discipline and pace. In 2025, we turned our refreshed strategy into action, and the implementation has been a key focus area for management as well as the board, and the results are concrete. We accelerated our commercial engine, thereby laying a strong foundation for top-line growth in 2026. Our workforce management priority yields the expected efficiency gains.
Our work to become the world's leading frontline employer had great traction. Through two acquisitions, we welcome new members to the ISS family in Austria and in Spain. Pleasingly, our efforts have also been rewarded by the stock market, and our share price has increased around 60% since we were gathered here at the AGM last year. The work is not done, and we have a clear plan for the coming years. In a year marked by geopolitical uncertainty and market turbulence, ISS has proven that our business model is resilient. We stay close to our customers, we support stability, and we do deliver. While the Deutsche Telekom situation still requires attention, we are following two parallel tracks with an arbitration process and settlement discussions, and we are optimistic that we will find a solution during the first half year of 2026.
Late in 2025, a tragic incident at a customer site in Hong Kong resulted in the loss of life. This was a devastating event, and one that affected our entire organization deeply. My thoughts and those of the entire board remain with the families and all of those affected by this tragedy. Throughout the year, the board and management team have stayed focused on what we believe is right for ISS, for the long term, and for all of our stakeholders, and we continue this work during 2026. 2025 has, in summary, been a year of strategic progress, strong commercial momentum, and meaningful improvements both operationally and in the financial performance. In 2025, the board carried out the board evaluation as a self-assessment based on input from all 11 board members and the Group CEO and CFO.
The results were reviewed by the nomination committee and discussed at a board meeting in December last year. Finally, I had one-on-one session with each board member, where feedback on the individual performance was discussed. The main outcome of the board evaluation was a continued high level of performance, and the board was found to achieve its mandate, fulfill its responsibilities, and also provide value. We could quickly agree about that. Improvement was especially recognized within strategy development and implementation, which has also been a focus area for the year. We also identified some focus areas to strengthen the performance during this year, an enhanced focus on talent and development of succession bench for key executives within the organization. We want to continue the focus on industry trends and competitor activity from a strategic perspective, and also a renewed focus on the benefits of utilizing AI.
I would now like to turn to your board and present the candidates nominated for the board of directors. All existing eight independent board members, who are also shown on the screens here, are seeking re-election. This means that the proposal is to continue with the same board members as last year, so no changes. As has been the case for the past years, the remuneration report is up for advisory vote at this year's annual general meeting. The overall objective of our remuneration policies is to attract, motivate, and retain high-performing leaders, to provide a strong link between remuneration and achievement of strategic goals and the financial performance, and to align the interests between the leadership team and the shareholders. Please note that the Board of Directors proposed to slightly amend the policy, which we will review under agenda item 10C.
I will now in the following go through some of the elements of the executive remuneration for 2025, as outlined in the remuneration report. The short-term incentive program paid out 87% to the Group CEO. The program continued to measure operating profit, ESG elements, and individual objectives. Cash flow and operating margin remained strong prerequisites for payment on the financial objective. The long-term program granted in 2023 vested at 96% for our executives. Both incentive payouts reflect the company performance in 2025, and the link between pay and performance is considered strong. For the Group CEO, the base salary was reviewed at year-end and was decided not to increase the salary for 2026, also in light of the enhancement to the long-term incentive program.
For 2026, the board of directors has, as just mentioned, decided to enhance the long-term incentive program for the executive group management, or EGM as we call it. This translates to a larger grant for the EGM, but also extends the vesting period, increases the share ownership requirements for the participants, and accelerates the timeline to achieve the required ownership. The program is, in our opinion, a balanced enhancement, supporting the shareholder value creation through increased executive shareholding, and seeks to enhance the stability of the EGM through retention initiatives for top executives. While retaining focus on long-term performance. This change requires the aforementioned change to the remuneration policy. We now turn to the remuneration of the board of directors.
The 2026 remuneration structure of the board of directors is proposed to be based on an annual base fee of DKK 495,000, representing an increase of around 3.3% compared to last year. This is in line with the previously communicated approach of making minor annual adjustments to the base fee. We believe that the proposed fees are in line with market standards. The board does not participate in incentive schemes or receive variable remuneration, except the employee board members as part of their employment. The remuneration of the board of directors and the executive group management board is aligned with the remuneration policy. In summary, 2025 was an exciting and eventful year for ISS. The operational and financial performance of the company continued to improve, positioning us even stronger for 2026, where we will work hard to continue to deliver shareholder value.
With the actions and initiatives we have taken, we are building an even stronger ISS. In these turbulent times, it is more important than ever that we stay close to our stakeholders and remain focused on what truly matters, creating long-term value for our shareholders, our customers, and the communities we serve. Thank you to all of our stakeholders for your support this year, including our shareholders, our customers, and our suppliers, and most of all, to the tremendous effort made by our more than 325,000 Placemakers. They're making a huge difference every day, not just for ISS, but also for the customers and the societies we are part of. Before I close this section, let me also, on behalf of the board, thank Kasper and his entire management team for the solid performance during the year. You're making a real difference.
You are proactive, and it's a true pleasure working with you all. To my fellow board members, you are a very diverse group of people with strong competencies and very different experiences, and occasionally you are a handful to manage, but you provide extremely valuable input, challenge, and support to the entire management team, which is much appreciated by them all. With this, I would like to hand over to our Group CEO, Kasper Fangel. Thank you.
Thank you very much, Nils, and also a warm welcome from my side. It is a true pleasure to see you all for this year's annual general meeting, and it is also an event that is very important to me personally and us as a management team. When I conduct internal meetings in ISS, then I only speak about three things. Those three things are, one, the execution of our strategy, it is financial performance, and it is engagement of our people. Why is that important? That's important because these are the things that are critical for our company at this point in time. That's also why that the main content of my presentation today is going to be centered around these three topics. When we talk about executing our strategy in ISS, then it's very important that we are moving out of the PowerPoint.
Things are not executed in ISS from a strategic perspective unless it's felt at site level, unless that our customers or our employees working at site level can feel a positive difference from the strategy initiatives that are executed. From a financial performance point of view, we strive to deliver in line or better than expected every single quarter, and we see that as our license to play. Thirdly, as Nils mentioned, our people is the core asset within ISS. When our people are engaged, then we are thriving as an organization. Going back to strategy, many of you will remember that a little over a year ago, I changed the executive group management team and reduced it from 9 to 5 people. The whole purpose around that was, of course, to streamline the way that we are leading this company.
It was to give the best people more responsibility, and it was to take complexity out of the way that we work, so we work in an agile way where we are making decisions faster and better. I'm pleased to say a little over a year in that it's working. We have achieved what I wanted with those changes. We're also rolling out a few things that matters to the enterprise, and we are doing that because that is what will allow us to scale within the company. I fully appreciate that it's not overly sophisticated things or too many things, but those are the critical things that will allow us to grow this company with a rate that is higher than what we've seen historically.
It will allow us to work in a more efficient way, and it will engage our people to a greater extent than what we have seen previously. From a financial performance point of view, then 2025 was a good year where we delivered in line with expectations. That converted into an earnings per share growth of above 9%, and that underpins our robust financial performance. Mads will take you through the details around the financials when I'm done with my presentation. Lastly, regarding employee engagement. As I said, people are the most important asset in our company. We recently just completed the global engagement survey for 2026, and it's very pleasing to see that the participation rate is the highest ever. But what's more important is that the engagement is also increasing, and the engagement is quite significantly higher this year compared to last year.
We do a lot to engage our people in ISS. Let me give you a few concrete examples. For instance, we are gathering our top 400 leaders every year for a global leadership conference. This year, it's going to be in May, here in Copenhagen. We conducted a very successful global ISS day in the beginning of this year, which gave people an opportunity to understand the truly global impact that we have as an enterprise and speak to colleagues from different countries. We, as an executive group management team, are traveling a lot to our local markets, spending time with our local management team, hosting town halls where we get the opportunity to see the broader part of the local organization.
One thing that is very important to us as an enterprise is that we are gathering our country managers for a physical meeting three times a year. That's important because that's where we align with the top leaders in the company, that's where we decide what to prioritize, and that's where we are fueling engagement and spirit and enthusiasm with the top leaders. Our ambition in ISS is to be the global leader in integrated facility services and to maintain our position as the world's number 1 in cleaning. The market that we are operating within is significant. It has significant potential, not only for ISS, also for our competition. There are some very interesting dynamics happening in the market currently. There's no doubt that the uncertainty from a macro point of view that exists is pushing outsourcing as a concept.
More and more customers that we are talking to are, to a greater extent, saying that they want to focus on what is core to them and then outsource what is non-core to a professional partner like ISS. Half of the market is still insourced, and that, of course, also creates a significant growth potential for us. Because if we can crack the nut and make businesses comfortable with outsourcing as a concept, of course, that is broadening up the growth opportunities as well. Another very interesting factor that we're seeing at the moment is that all businesses, regardless of whether it's a local business, a regional business, or a global business, are seeing the importance of getting their staff back into the office environment, because that is what creates engagement. When people are engaged, then they're also working in a more productive way.
Therefore, we are also seeing that customers across local markets are investing more into the office space. Nobody sees an office space just as square meters. Everybody appreciates that it has to be much more than that. It has to be an experience for their staff, because if that's not the case, then it's not better than the alternative, which is to stay at home. Lastly, it's quite interesting to see how the dynamics has moved in terms of interest from a C-level perspective among our customers. We have to be fair and say that before COVID-19, the most part of the discussions that we had with customers was around price. Today, it's a much more value-based discussion. It's not only conversations with finance and procurement on the customer side.
We have access to the full C-level suite, talking to the CEO about how we as a partner can help him to make sure that the purpose that he's driving for in his business can be supported by ISS. Deep diving into our strategy. The focus in 2025 has been on implementation and execution on our three strategic priorities. In other words, these priorities are the things that enable us to deliver on the needs of our customers. We are focusing on four segments that we are targeting from a growth perspective. That's quite important because if we are scattered in the way that we are approaching our growth opportunities, then we don't become experts.
By focusing on four segments, then we become experts in those four segments, and that means that we earn the rights not only to talk about generic services with our customers, but to talk about how we, through our operating model and value proposition, can help the customers to achieve the purpose that they are after in their business. As I said before, our customers are looking for partners that can help to move the office environment from ordinary to extraordinary. Somebody who can come in and deliver small moments and experiences during the workday that are extraordinary for their people. We can do that because we operate with a self-delivery model. That means that we are handpicking the people that we are hiring. It means that we are coaching, advising, and training our people in what good hospitality looks like. The competition cannot do that.
The global competition, the regional competition that we have are delivering through subcontractors. There you don't have the direct access to people, and therefore you don't have the guarantee and the control over whether these service moments are coming through when you're working at the customer's sites. It's therefore a true differentiator for us. The outcome of the efforts are also paying off. In 2025, we won 20 contracts, all above DKK 100 million in annual revenue. We are working a lot on the commercial culture.
We are very focused on what I just mentioned, but it also goes levels below that, fueling commercial culture for our site managers, making sure that they have a commercial mindset, making sure that when our site managers are seeing opportunities for work that is outside the ordinary scope that we're getting paid for, that they have the opportunity to convert that into new business for ISS. I would actually go that far and say that the commercial mindset in a sustainable way with profitable growth is at the highest level that I've seen in my 17 years in this company. On the people side, we are focusing on social sustainability, and we have made a partnership with a UK-based company around a Social Value Portal where we are measuring and demonstrating the community impact. In 2025, six countries completed full assessment.
That equals 35% of group revenue, and we have 6 more countries lined up for go live in 2026. We've also given what we call recognized qualifications to more than 140,000 people over the course of the last 12 months. What that means is that we're giving people opportunities that they not necessarily would have had if ISS didn't exist. It's not only the people working for us directly, it's also the relatives, like for instance, family members. Then, as Nils said, we've started to move on AI in the, for us, critical processes, and one of them is recruitment. We're modernizing our recruitment. We're improving the speed and quality, and of course, especially in the markets where labor is tight. From an efficiency point of view, we are ensuring that we, across the business, are working in the most productive way.
There are two things that are important in controlling our workforce. The first thing is that the way that we schedule how people are working is done in the most optimal way, and I'm very pleased with the progress that we have made over the last year on that. Today, we have the data that enable us to benchmark across the portfolio. Once the scheduling is optimal, then of course, you got to deliver according to the schedule, and that's the second part of workforce management. We've improved our transparency a lot in that regards. There's still work to be done, but we are in a significantly different place compared to where we were a year ago. Lastly, Mads and the finance team, together with operations and the rest of the stakeholders in ISS, has done a good job on finance here at Finance Service Centre.
The transition of our local finance activities to Poland are on track for 2026, where all European markets should be on our shared service center in Poland in Gdańsk. We put a slide together that demonstrates and puts some substance behind what I mentioned around commercial traction, because historically, the growth in ISS has been driven by price increases and predominantly from Turkey. You can see that we have turned a corner on that. As we are exiting 2025 and moving into 2026, then we are seeing that the underlying growth is coming through. It's a positive contribution in the fourth quarter of 2025, exiting 2025. That's both growth from adding new logos, new customers into portfolio, but also growth with existing customers. Going forward, we expect that to continue the contribution from underlying growth.
We expect that to be higher than what we've seen historically. Pricing, it's hard to predict where inflation is moving. We will still have a contribution from pricing this year, we expect it to stabilize. In summary, 2025 was a good year for ISS. It was a good year where we, via our focused approach, managed to move the things that matters to us as an enterprise. We have moved a lot on the execution of the strategy, very pleased with that. We are not where we need to be at the end destination, but we have moved significant in the last 12 months. We delivered on our financial performance, and we are seeing a greater engagement across the enterprise. After 125 years, our platform is stronger than ever before, and we remain excited about the future. Moving on to the outlook for 2026.
As I mentioned, we are well positioned to continue our growth momentum. Our organic growth for this year is expected to be above 5%. Our operating margin is expected to be above 5%, and our free cash flow is expected to be greater than DKK 2.5 billion. That includes a headwind of DKK 200 million due to a prepayment that we received just before the end of 2025. The financial consequences of what Nils mentioned around DTEK has not changed from our perspective. DTEK owe us DKK 600 million from 2024. Of course, if that is getting paid in 2026, then we will also lift our expectation to free cash flow with DKK 600 million, so greater than DKK 3.1 billion. That concludes my presentation. I just want to thank you for attending. Thanks to those of you that have showed up here physically, it means a lot to us.
I'm looking forward to connect with you individually and hopefully have a little bit to eat prepared from our own ISS chefs after the formal part of this meeting is over. Thanks for your support in general. We are, as I said, very excited about the future. We've taken a significant step in 2025, but the good thing is that there are still significant and exciting opportunities ahead of us in the future. That was my part of the presentation. I will now give the word to Mads to take us through the financials for 2025. Over to you, Mads.
Yeah. Over the past 3 years, ISS have actually been able to grow the top line with more than DKK 10 billion. At the same time, we have significantly improved our EPS. In 2025, we achieved a 9% EPS growth, showcasing our strong underlying financial performance. The fourth quarter ended well. It was another quarter of consistent delivery with financial metrics meeting both targets and expectations from the market. This illustrates very much an ISS delivering quarter after quarter as promised to investors. The full year organic growth came in at 4.3%. It was lower than growth in 2024, mainly due to a tough comparison base from the restoration work in the U.S. in the fourth quarter of 2024, but also because of lower price contributions in 2025. The like-for-like was neutral in 2025, but showed improvement in the fourth quarter versus the third quarter of two percentage points.
This was of course heavily impacted by the two positive announcements that we made last year. I'm very happy to see that this positive momentum has also followed into 2026, in particular with new business, but also growing with existing customers. ISS has been on a margin recovery journey since 2020, where we were close to 0% to now above 5%. The 2025 margin was impacted by EGM changes in the beginning of the year, investments into the U.S., but also ramp-up of the shared service center journey in Southern Europe in the second half of the year. All of this still delivering on the promises of a margin above 5%. What really makes me happy is that we continue to reinvest in the business to the benefit of long-term success. On a free cash flow side, we ended at DKK 2.7 billion.
That's equivalent to a cash conversion of 64% and is slightly ahead of guidance. However, there was DKK 200 million in prepayment. Adjusted for that, we ended at DKK 2.5 billion ahead of the DKK 2.4 billion, which we guided in the beginning of the year. Revenue went up 1.1% in 2025, and operating profit increased by 2%. This is despite FX headwinds, but also despite ongoing investments into the business. Earnings per share were up 9.1%, and it was driven by a flat tax payment, but also because of a lower share count as we canceled shares last year. Return on invested capital was 15.4%, and it was maintained despite investing DKK 500 million to prepare ourselves for future growth. We increased shareholder distribution with almost 50% last year. This was mainly due to the ramp-up of the share buyback in 2025 versus the share buyback we launched in 2024.
Over DKK 3 billion was distributed to our shareholders while we were growing the business, and we were maintaining a high investment level. Since 2020, we have been able to significantly reduce leverage of ISS, and at the end of 2025, leverage stood at 2.3 times. That is well within our guidance of 2-2.5 times. We are proposing a dividend of 20% of adjusted net profit, which is 3.2 DKK per share. After the fourth quarter, we also launched a share buyback of DKK 2.5 billion, similar to what we did in 2025. The buyback journey of ISS started in 2024, and we continue a strict focus on maximizing shareholder value. We remain firm on our capital allocation policy, and that means excess capital will be distributed to our shareholders, and we committed to deploy it where we believe it make long-term value.
The combined payout ratio, taking both share buyback and dividends, is around 8% for 2026. Finally, I'd like to highlight that in 2025, we had a rating upgrade from Moody's, illustrating our strong financial position, but also our track record where we had kept delivering as we promised quarter after quarter. That concludes my presentation. Thank you very much for listening, and I will hand the word back to Rikke.
Thank you, Nils, Kasper, and Mads. That finalizes the presentation of the first three agenda items. It is now time for questions and comments. As already mentioned, questions or comments may be in either English or Danish. ATP and Dansk Aktionærforening, the Danish Shareholders Association, have indicated that they would like to take the floor, and I would therefore like to introduce as the first speaker, Director and Portfolio Manager Mark Jessen, who has asked to speak on behalf of ATP. You're welcome, Mark.
Thank you. As you just heard, I'm Mark Jessen, and I represent ATP. First of all, thank you to the Chair, CEO, and CFO for a thorough presentation of the 2025 results. I would also like to thank ISS once again for the effort put into organizing the AGM and for hosting the network session afterwards. As a suggestion for future years, you might consider ways to attract more of the many retail investors as well. They spend a lot of time discussing stocks online. Maybe it's time to invite them to the offline world and show the company, and who knows, maybe they will become not only a shareholder, but also an employee one day. Turning to the business, I would like to acknowledge another year of robust results.
ISS has clearly entered a phase where focus is on increasing our growth and the further development of the company. That said, there are three developments I'd hoped to see during 2025 that did not materialize. First, the Deutsche Telekom dispute was not resolved. Second, volume growth remained limited. Third, a smaller thing, the transition from trading statements to quarterly reporting was not implemented. I'm encouraged that the first two may be addressed during 2026, and I hope that by next year we'll be able to check all three boxes. If I take a high-level look at the strategic opportunities for ISS to further strengthen the business and open new growth avenues, it can be centered around organic and inorganic growth.
On the organic side, the opportunity lies in investing in future growth while maintaining a stable margin of at least 5% instead of an increasing margin, a formula that we believe creates the highest long-term value. I would therefore be interested to hear if the management can add some color on the most appealing organic opportunities and which existing strongholds can be further developed. Regarding inorganic opportunities, I'm convinced that ISS today has both the operational proof and the credibility to execute value-creating M&A. This has also been demonstrated on a smaller scale in recent years, where well-performing countries have expanded their business scope. When it comes to underperforming countries, however, the situation becomes more complex. In such cases, M&A can look compelling on PowerPoint slides, while in practice can be challenging. On the other hand, an organic turnaround can also be difficult if the core issue is lack of scale.
Against that background, I would like to ask if the management can add some flavor to the role of M&A going forward, and how structured and disciplined the M&A process is today. More specifically, where do you see M&A potentially adding the most value? As a final remark, I would like to note that ATP, unfortunately, again, this year, I'm not able to support the proposed remuneration policy due to the high potential variable remuneration, and consequently, we will also not support the remuneration report. That said, we do appreciate the fact that the full range of variable remuneration has not been utilized in practice. With that, I would like to wish everyone at ISS all the best for 2026. Thank you.
Thank you for your words and questions, Mark. Let me try to address the two topics you raised. The increase of our organic growth, that's a key focus area in our strategy. We have also, as Kasper mentioned, implemented a range of actions during last year to try and boost our top-line growth, which has been a sore point in past years. We have changed the organization. We have sharpened our segment focus. We have clarified internal roles and responsibilities. We have invested in additional resources and additional training. The results, they're beginning to show now. As, again, Kasper mentioned, last year, we announced 25 contract wins above DKK 100 million, of which 20 of them were new wins or volume increases with existing clients. These contract wins, they were widely spread throughout the organization, with one exception being the Americas.
We have a lot of interesting market opportunities, basically in all markets, but particularly the Pacific, in India, in the U.K., in Northern Europe, and in Southern Europe, and it looks promising also for this year. In the U.S., we for sure see possibilities, and that's why we have made significant commercial investments in that market during the past year. Later this year, we need to start to see a return on that investment, and bigger wins should materialize. In summary, we have broad-based opportunities to accelerate our growth. While we want to improve our margin, we will not be so tight in what we are doing that that will hinder our growth.
At the same time, we also want to make sure that we are not returning to some of the past practices where we are running so hard after top-line growth that we forgot about the margin. It's, of course, a fine balance. On the second topic of M&A. The role of M&A is guided by our capital allocation policy, and that means that we want to maintain this investment-grade rating, and generally keep leverage between 2-2.5 times. Secondly, we want to pay out between 20%-40% of the net profit to our shareholders. Finally, if we do have capacity left, it's a choice between share buybacks and bolt-on acquisitions. When we make that determination, we look at what will generate the best shareholder value.
In every acquisition proposal coming into the transaction committee and the board, you always look at the numbers, what will the return be if we do buybacks versus we do this acquisition. It's a fairly simple exercise to make the determination. It's always what generates the best shareholder value. We have also, in addition, established a number of criteria for which the countries, where they will get the possibility to do the bolt-on acquisitions to ensure we maximize the chance for success of the transaction and integration. We expect to continue with smaller to mid-size acquisitions, typically between two and four, we have seen in past years, per year as the main rule. That will be in countries where we have a strong market position, we have experienced management teams, and we have excellent processes and systems in place.
We are not trying to fix a problem in a country by buying something else, tie two stones together and try and make them float in the water. That's not what we do. It's a really structured process we have. I hope that answers your questions.
Thank you, Nils, and thank you to Mark and to ATP. As the next speaker, I would like to introduce Dansk Aktionærforening, the Danish Shareholders' Association, represented by Kim Brøn. Kim, you're welcome to come to the podium.
Tak for ordet. Nu kommer mikrofonen pænt op, så alle kan høre noget. Mit navn er Kim Brøn, og jeg repræsenterer Dansk Aktionærforening. Mange af os ejer aktier i ISS, som jeg selv gør, og vi er meget glade for at møde frem på en fysisk generalforsamling, hvor der gøres noget ud af traktement og performance. Det er godt at konstatere, at der ikke er negative overraskelser, og ISS leverer nogenlunde som målsat. Som aktionær kigger vi meget på, om der er fremgang i indtjeningen. Her kan jeg så på side 112 og med videre konstatere, at det går tilbage fra DKK 2.64 million til DKK 2.61 million, og operating profit nu udgør 4.92% mod 4.95% sidste år. Omsætningen stiger svagt med 1%.
Udviklingen gennemgås fint på side 24, hvor man kan sælge 1% mere til eksisterende kunder, men hvor man også mister 1% i nettokontrakttab, og køb af virksomhed giver så 1%. Så er vi på 1%. Konklusionen må være, at ISS er en virksomhed med en stabil indtjening, men dog uden fremgang. Der har været meget tale om hjemmearbejde efter corona. Virksomhederne har færre kontorarbejdspladser, i hvert fald i en del virksomheder. Et spørgsmål bliver jo så: ISS servicerer bygninger og personer, der er i virksomhederne. Hvordan bedømmer I udviklingen i det samlede marked i jeres vigtige lande? På side 139 forklarer ISS om køb af virksomheder. Der er i år anvendt DKK 341 millioner kroner på at købe DKK 800 millioner i omsætning. Goodwill udgør DKK 384 millioner.
Der er nyt om 2 køb, som blev offentliggjort i oktober i tredjekvartalsrapporten, og så er der i årsregnskabet fortalt om et nyt køb i februar 2026 uden dog at oplyse noget omkring økonomien. Det er med tanke på historien positivt, at ISS ikke køber så mange virksomheder, før man har bevist, at man kan øge indtjeningen på den omsætning, man har i dag. Der er vel ingen grund til at tro, at man kan tjene mere på nye virksomheder, som andre har drevet, end på den omsætning, man selv har skabt. ISS har klogeligt valgt at udbetale en stor del af årets indtjening til os aktionærer frem for at lade sig friste af en urentabel vækstplan. Der er ikke fremgang i kvaliteten af rapporteringen, desværre. På 125 år er man nået til at aflægge regnskab 2 gange om året.
Rigtig mange store virksomheder har på betydeligt færre år nået til at fremlægge kvartalsregnskaber. Det er dejligt at høre, at der er gang i kvartalerne. Det er rart at høre, at der er fremgang i kvartalerne. Det er flot at se de forskellige kurver, men jeg har så et enkelt spørgsmål. Det er utroligt svært som aktionær at forstå, hvorfor de kvartalsregnskaber ikke offentliggøres. Kunne I uddybe begrundelsen for, at I i modsætning til de fleste andre virksomheder ikke offentliggør kvartalsregnskaber? 2026 Outlook viser organisk vækst og en margin på over 5%. I 2026 skal en del af væksten komme fra netto tilgang af nye kunder. Det lyder godt. Det er en målsætning om en lille fremgang, hvilket er betryggende. Så der primært arbejdes efter at gøre det bedre med eksisterende kunder og undgå risikofyldte investeringer i nye virksomheder. [/Foreign language]
Her til sidst vil jeg gerne på Dansk Aktionærforenings og de øvriges vegne udtrykke vores anerkendelse til ledelsen og medarbejderne med det fortsatte arbejde med at skabe indtjening og værdiskabelse. Tak for ordet.
Thank you very much, Kim. As you asked the questions in Danish, I think it's also only appropriate to answer in Danish. [Foreign language] Tak for dit indlæg og gode spørgsmål. Hvis jeg tager dem kronologisk i forhold til markedet og markedsmulighederne. Som jeg sagde i min præsentation, er der store vækstmuligheder i samtlige lokale markeder, som vi opererer i. Hvis jeg skal sætte et datapunkt på det, så er det vurderet, at samlet set markedet er $1.3 billion, hvor ISS har under en procentdel af det samlede marked. Derudover, som jeg sagde i min præsentation, er det ikke sådan, at vi ser, at forventningerne til, hvad kunder vil bruge på de services, som vi leverer, bliver reduceret.
Vi ser i meget høj grad, at man har en forståelse for, at for at man kan skabe et ekstraordinært kontormiljø, er man også nødt til at have noget nyttefuldt og nogle ydelser, som er interessante for medarbejderne. Det er det her, som jeg nævnte i min præsentation omkring, at man skal lave et kontormiljø, som gør, at når folk står op, er der ikke tvivl om, hvorvidt man skal arbejde hjemmefra eller komme ind på kontoret, fordi det er bedre at være inde på kontoret, end det er at arbejde hjemmefra. Det er rigtigt, at der er i nogle tilfælde, og specifikt i nogle brancher, hvor antallet af kvadratmeter reducerer. Men det er ikke sådan, at vi ser, at budgettet til de services, vi leverer, bliver reduceret tilsvarende.
Vil omkostningsforbruget på de kvadratmeter, der er, efter man har reduceret, være det højere, og samlet set er budgettet neutralt i forhold til COVID-19. Der er det samme, du spurgte omkring pandemien. Det er det samme, som jeg har gennemgået her. Det er ikke sådan, at vi ser det som en begrænsning. Vi er selvfølgelig opmærksomme på det, og så er det helt afgørende for os, at vi forsøger at knække koden omkring det omkostningsforbrug, der er insourcet i dag, gøre virksomheder komfortable med outsourcing som koncept, for der er en kæmpe benefit for forretninger i at outsource.
I usikre tider, som vi ser i øjeblikket nu, er det den måde, du kan fokusere på som forretning, hvad der er core for dig, og få en professionel partner ind, der kan tage sig af ting, der også er vigtige for at drive en forretning, men som ikke er core for virksomheden. Er det en lille smule uklart for mig, om det var et spørgsmål med hensyn til opkøb eller ej. Lad mig give lidt mere i forhold til det, som Nils også gennemgik. Fordi det er helt klart, at når vi overvejer, om hvorvidt vi skal købe op eller ej, så er et væsentligt kriterie. Vi har helt klare kriterier og et væsentligt kriterie er selvfølgelig, at det skal være økonomisk attraktivt. Så det skal være det rigtige at gøre for ISS, og det skal være rigtigt at gøre for ISS' aktionærer.
Det bliver det, hvis det er, at vi kan høste synergierne. Altså tage den omsætning som volumen, som vi køber over, og så absorbere den omsætning med de administrative medarbejdere, som vi har i vores system i dag. Der kan jeg fortælle dig, at de opkøb, vi har lavet de seneste år, det har været økonomisk attraktivt for ISS. Synergierne er realiseret, og det er ikke komplekse transaktioner, som Niels nævnte. Det er lande, hvor vi har stærke proven management teams, og hvor risikoen er begrænset. Derfor føler jeg mig også helt overbevist om, at den opkøbsstrategi, som vi har i ISS i dag, det er den rigtige. Den er rigtige for selskabet og den rigtige for selskabets aktionærer. I forhold til kvartalsregnskaber. Der er det jo rigtigt, at vi laver fuld rapportering på fuldåret, og vi laver det på halvåret.
Kommer vi med en handelsopdatering, altså en trading update i Q1 og Q3. Den handelsopdatering giver et konkret tal for omsætningsudviklingen, altså for den organiske vækst. Den omtaler jo også, hvordan det går på andre parametre i virksomheden, både på marginen og det free cash flow. Det er vigtigt for mig at pointere, at vi bruger handelsopdateringen også til at forklare verbalt, hvordan det går med resten af parametrene i selskabet. Er der den helt afgørende ting for mig i forhold til kvartalsrapportering, og det er, at vi skal drive den rigtige kultur i ISS. Dengang hvor vi lavede kvartalsrapportering, der var jeg også ansat i ISS, og nogle gange så gik det ud over kulturen, og der blev optimeret på den korte bane uden at gøre det rigtige for ISS på den lange bane. Det vil jeg undgå at gøre.
Derfor mener jeg, at den struktur med rapportering, som vi har i dag, det er den rigtige for ISS og for at drive et langsigtet og stærkt selskab på den lange bane. Vil jeg blot slutte af med at komme med en lille supplerende bemærkning i forhold til, at du siger, at kvartalsrapportering, ligesom andre selskaber gør. ISS gør intet anderledes end vores udenlandske konkurrenter. De rapporterer på fuldstændig lignende vis, som vi gør med fuld rapportering på fuldåret og halvåret og handelsopdateringer på Q1 og Q3. Tusind tak for dine spørgsmål, Kim, og dit engagement. Meget værdsat.
Thank you Kasper and thank you to Kim Brøn and Dansk Aktionærforening. I would like to hear now if there are any other shareholders who would like to come to the podium with any questions or comments. Doesn't seem to be the case. If there are no further comments, we'll continue to the formal adoption of the proposals under agenda item 1 to 4. Under agenda item 1, the board proposes that the report on the ISS activities be noted by the general meeting. Are there any further comments to the report? That is not the case, and we can therefore consider the report as duly noted by the general meeting. Turning to agenda item 2 that relates to the approval of the annual report. Also here I would like to hear if there are any further comments, questions.
That is not the case, and the annual report is hereby adopted. Turning to agenda item three, which confirms the resolution to distribute the profits according to the adopted annual report. As shown on the screen, the board proposes an ordinary dividend of DKK 3.2 per share. Also here, any comments to this proposal? As there are no comments, the dividend proposal is approved. Under agenda item four, the board proposes in line with past practice that the general meeting grant discharge of liability to the members of the board and the executive group management board for liability towards the companies in relation to matters disclosed in the approved annual report. Any comments to this proposal? No. Can consider the proposal adopted. Turning to agenda item five.
Agenda item five covers the standard authorization to the board to let the company acquire treasury shares until the next annual general meeting in 2027, for up to 15% of the total share capital and subject to an aggregate maximum of 15% of the company's share capital. The consideration may not deviate by more than 10% of this year's official quoted price on Nasdaq. Any comments or questions to this proposal? That doesn't seem to be the case, and the proposal is adopted. I'll continue to agenda item six. The remuneration report has been prepared in accordance with the requirements of the Danish Companies Act, and it includes information on the remuneration awarded or due during 2025 to members of the Board and the Executive Group Management, as the Chair also commented on in his presentation.
The Board of Directors propose that the remuneration report, which is presented for an advisory vote, be approved. Any questions or comments to the report? As that is not the case, the remuneration report is hereby considered approved by the general meeting. Now moving to agenda item seven. Under agenda item seven, the Board proposes to adjust the remuneration level for the Board of Directors, as shown on the screen. As already been explained by the Chair in his presentation, so I'll not go through it again. I'll just hear if there are any comments to this proposal. No. The proposal is hereby adopted. Then turning to agenda item eight, regarding the election of the Board. Members of the Board are elected by the general meeting for a one-year term with the possibility of re-election.
As mentioned by the Chair in his presentation, the Board proposes to re-elect the current members of the Board as also shown on the screen. The Board is all present here today. Again, I'd like to hear if there are any comments or questions with respect to the re-election of the members of the Board of Directors. That is not the case, so all current Board members are hereby re-elected. Congratulations. Now turning to agenda item nine, which is the same as last year. The Board of Directors propose that PwC, Statsautoriseret Revisionspartnerselskab be re-elected as the company's auditor in respect of statutory, financial, and sustainability reporting, and PwC is present here today. The proposal is in accordance with a recommendation from the Audit and Risk Committee. Are there any comments to this proposal? Doesn't seem to be the case.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab is hereby re-elected as the company's auditor. That brings us to agenda item 10, with the proposals from the board. Under agenda item 10A, the board proposes that the company's share capital be decreased following the share buybacks carried out during 2025 and 2026. The share capital is proposed to be decreased to nominally DKK 160 million by cancellation of treasury shares. The share capital decrease will take place at a premium corresponding to the average price which the shares have been repurchased. The proposal also entails that the articles will be updated with effect from completion of the capital decrease. Also here I would like to hear if there are any comments to the proposal. That doesn't seem to be the case, and the share capital decrease is hereby adopted. That brings us to agenda item 10B, which is more technical.
Under agenda item 10B, the board proposes to update the articles of association due to a new regional naming that takes effect next year, so that the general meeting's venue in the articles is stated as the Greater Copenhagen Area instead of the Capital Region of Denmark. Any comments to this proposal? That doesn't seem to be the case, so the proposal is hereby adopted. That brings us to agenda item 10C, that is the last proposal by the board. Under agenda item 10C, the board proposes that the general meeting approve the company's updated remuneration policy that was also enclosed as Appendix 2 to the notice to convene.
Compared to the current remuneration policy, there are only minor amendments, which includes, first a clarification of the wording of the vesting provisions under the long-term incentive program to specify that vesting of the PSUs and RSUs is subject to a minimum three-year vesting period. Second, a clarification of the non-financial performance criteria under the incentive programs, which may include strategic and transformational objectives in addition to other non-financial and financial objectives already included in the policy. The updated remuneration policy will replace the current remuneration policy that was approved by the general meeting in April 2023. Any comments to this proposal? That doesn't seem to be the case, and the updated remuneration policy is therefore adopted. That brings us to agenda item 11. We have called for all proposals on the agenda, and this last item is any further business.
No matter can be decided upon under this agenda item. It's only possible to provide additional comments or questions, and I would like to hear if there are anyone who would like to have a last question or comment from shareholders. As that is not the case, it leaves us with no further agenda items and concludes this annual general meeting. I would like to pass the word to Nils Smedegaard, Chair of the Board, for a final remark.
Thank you, Rikke, for taking us through this meeting in a competent and orderly fashion as always. It has been a true pleasure. Thank you all for coming here today. Thank you for your support and also for your comments, and contributions during the meeting. This now ends the formal part of our session here at the AGM, and I hope you will join me, the rest of the management team, and the board of directors. We go over here to the site where our fantastic chefs in ISS have prepared a light lunch for us all to enjoy, and we can have an informal talk there. Thank you very much for coming. Have a wonderful rest of your day. Thank you.