Sartorius Stedim Biotech S.A. (EPA:DIM)
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Apr 27, 2026, 5:36 PM CET
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AGM 2022

Mar 29, 2022

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Welcome to the 2022 ordinary and extraordinary annual shareholders meeting of Sartorius Stedim Biotech S.A. My name is Joachim Kreuzburg, and as Chairman of the Board, I also will chair this meeting. I also will hold this meeting in English language, but we offer a translation service for everybody who prefers French. I would like to welcome all shareholders who are either present today in this room or participating via our live stream. Particularly, I also would like to thank all shareholders who casted their vote remotely ahead of the shareholders meeting and people that are watching our live stream broadcast, even maybe without being a shareholder. I think this new format could offer the potential to encourage a higher level of attendance and participation of our shareholders in our future annual meetings.

Next to me in this room are, Ms. Pascale Boissel, member of the board, Mr. René Fáber, member of the board, and Mr. Olivier Guittard, Head of Controlling of the BPS division inside Cetiriz and the General Manager of Cetiriz South Europe. I now need to appoint the officers for the assembly. I would like to appoint Mr. Olivier Guittard as Secretary of the shareholders' meeting and Mr. René Fáber and Ms. Pascale Boissel to act as scrutineers, which they accepted to do so. We also have our auditors present here in our meeting today. Now, I have to inform you about several formalities, starting with the numbers of shares represented today and the number of voting rights. We have the quorum to hold this combined shareholder meeting as follows. The quorum is 92.7%.

The final percentage of this quorum will be available after final treatment by the bank. With regards to the convening of the annual combined shareholders meeting, the agenda and the text of the resolutions are available here and were published in Bulletin No. 20 of the BALO of February 16, 2022, in Bulletin No. 29 of the BALO of March 9th of this year, and in the legal newspaper La Provence of March 9, 2022 as well. No draft resolutions or new items on the agenda were requested. Other information is taken from the 2021 universal registration document and all documents required by law, which you may have received from BNP Paribas or your financial intermediary are available here during the meeting and on our website. I'm going on with some formal information regarding presence and voting.

The attendance list has been signed at the beginning of the meeting. It indicates the number of shares and number of rights of the shareholders present, but also the number of proxies, documents received before the meeting. I will read the agenda, then we will proceed to the vote, and I will give you the preliminary results of the votes for this shareholder meeting. I will now introduce the agenda of today's annual combined shareholders meeting. I start with those under the competence of the ordinary shareholders meeting. First, regarding the three reports of the Board of Directors, respectively, the management report on the financial statements incorporating the groups report, the general meetings proposed resolutions report, and the corporate governance report. Second, reading of the three reports of the statutory auditors, respectively.

The report on the financial statements for the year ended 31st December 2021. The report on the consolidated financial statements for the year ended 31st December 2021. The report on the regulated agreements covered by article L225-38 and subsequent of the French Commercial Code. Third, approval of financial statements for the year ended 31st December 2021, and discharge to all directors. This will then be subject of the resolution number 1. Fourth, approval of the consolidated financial statements for the year ended 31st December 2022, resolution number 2. Fifth, assignment of the financial result for the year ended 31st December 2021, resolution number 3. Sixth, approval of regulated agreements covered by article L225-38 and subsequent of the French Commercial Code, resolution number 4.

7th, five resolutions concerning the remuneration of the members of the Board will follow in compliance with the Say on Pay doctrine as described in our 2021 Universal Registration Document. In this case, we are talking about the five resolutions number 5, 6, 7, 8, and 9. 8th, authorization granted to the Board of Directors to enable the company to trade in its own shares. This is resolution number 10. Again, five resolutions on the renewals of mandates as directors of the Board, and here we are talking about the resolutions number 11, 12, 13, 14, and 15. 10th agenda item is the proxy to carry out formalities, resolution number 16. Under the competence of the extraordinary shareholder meeting, we have the 11th topic of all.

This is the reading of the report of the board of directors on the proposed resolutions. 12th, reading of the statutory auditor's special report. 13th, 9 delegations of authorities granted to the board of directors in relation with the shares and capital of our company. Here we are talking about these 9 resolutions from 17 through to 25. Then finally, the 14th item is proxy to carry out formalities, and this is resolution number 26. We have prepared a presentation that includes information about the activity of the Sartorius Stedim Biotech group, including the main results for the FY 2021, as well as some additional information on the company. I thought it might be helpful to give you an overview of the main topics before moving forward with the formal part of our combined shareholders meeting.

Therefore, I would now like to move forward to this presentation and walk you through these different charts. Before I do so, I have to make you aware of the fact that, of course, this presentation will also include some forward-looking statements, and those are based on certain assumptions. Such assumptions, of course, always bear some uncertainties and therefore we cannot guarantee for any such statements, and it is also not planned to regularly update such statements. Further, as you can read here as well, there might be some rounding differences when you see certain numbers that we are presenting here. All details you will find anyway in our annual report.

I think one can summarize the last FY , 2021, as one that has been particularly intense as well as particularly successful. When we would like to point out a few specific highlights, we definitely maybe have to start with a sharp step increase almost regarding sales revenue, the earnings, as well as the numbers of employees. We have made significant investments in our production capacities. We were, even though the restrictions during the course of the pandemic, able to further strengthen our portfolio through acquisitions. We then also have set ourselves, again, quite some ambitious targets in regards to growth, profitability, as well as sustainability. I will come back to all of these topics now in the course of my presentation. Starting with the main financial results, we have seen some additional demand from Corona vaccine manufacturing.

You can see in the first bullet point below these different bar charts that this effect has accounted for approximately 18 percentage points of the total growth, which amounted to 52.5%, as you can see on the second couple of bars from the left-hand side. The total sales revenue amounted to almost EUR 2.9 billion, which has been an increase of almost EUR 1 billion within one year only. Acquisitions have contributed around 4 percentage points to this top line growth. In essence, you can see that there has been a very strong growth, organic growth from our core business.

However, because of strained supply chains, not only on our side, and I will come back to that later as well, but also in regards to our customers, you can imagine that we have seen, well, what I would qualify as second-round effects. Customers were placing their orders earlier than they usually do, partially trying to build up stock levels, and that of course leads to maybe a certain overemphasis of the organic growth of the core business. We were extensively commenting on that all through 2020, as well as 2021, so this is not a new statement here, but it's important when interpreting this number and making educated extrapolations into the future. Order intake was growing even a little bit stronger, even though starting from a higher base level.

Growth was 55.5% here in constant currencies, reaching more than EUR 3.6 billion. The increase here has been almost EUR 1.3 billion. Book-to-bill ratio has been substantially above one, because of the effect that I was already mentioning, so the ordering pattern by our customers. What again has been a very successful result from last year has been the strongly over proportionate increase of our EBITDA by 70% to more than EUR 1 billion. An increase of more than EUR 400 million within this one year, so highly profitable growth obviously. The increase is partially due to the expansion of our profitability margin by around 5 percentage points, to some extent, to quite some extent, due to the inherent features of our business model.

We have been able to expand our EBITDA margin through pretty much all the recent years. There's also a certain overemphasis of this effect because of the delay of certain cost developments. For example, think of hirings that were a little bit later than usually because of the lockdowns during quite significant parts also of last year. Then I will talk about that in a minute. We made very good progress in regards to the expansion of our production capacities.

Maybe last but not least, also to talk about the last pair of bars on the right-hand side, earnings per share were increasing even more sharply and into a stronger extent, overproportionately than the EBITDA by almost 80% to EUR 7.46 per share, after EUR 4.60. What is another positive result from last year is that this growth, this very strong growth, we could achieve pretty much in all our regions at the same level. You can see that the differences are not very substantial. In the Americas, we were able to expand our business by around 46%. In EMEA, so Europe, Middle East, and Africa, by more than 57%, and also quite a bit above 50%, by almost 55% in the Asian region.

Drivers, partially those that I was talking about. For Europe, maybe I would add that quite a significant part of the manufacturing of vaccines took place in Europe. Therefore, we have seen quite a significant increase of our business also in Europe. However, the geographical distribution of our sales didn't change much, as you can see from the Doughnut Chart on the right-hand side. That looks pretty much the same as the year before. I already mentioned a couple of times the significant investments into manufacturing capacities mostly. You can see here some overview.

First of all, on the right-hand side, you can see that we were really investing into our capacities across the globe in all geographies, be it North America, Marlborough in the U.S., as well as Yauco, Puerto Rico, where we have our hub, really for all of our single-use technologies, as well as then in the future media production for North America. Of course, in Europe, France, as well as Germany, have to be mentioned here for fluid management technologies as well as separation technologies. We invested significantly in China in our manufacturing capacities, particularly for fluid management technologies again. We have kicked off actually an investment that will take quite some years to complete it, and that is in South Korea, a very important hub, an increasingly important hub for manufacturing of biopharmaceuticals in Asia as well.

As you can see from the bottom line on the right-hand side as well, that these investments really were made across our product portfolio as well. On the left-hand side, you see some numbers. The CapEx overall has been EUR 324 million in the single year of 2021, a substantial increase after already quite significant investments in the years before. The CapEx ratio was a little bit above 11 percentage points. We think CapEx ratio will be even higher this year, and therefore the CapEx in euros will be even higher this year, because of the fact that quite some, most of those projects that I mentioned on the right-hand side are still not completed, but we will continue to further expand our capacities in those locations that we are active in.

Despite the fact that we invested so significantly, we can see very robust financial indicators. Our indebtedness ratio has been even ended below the level of the year before at 0.4. We really have very, very significant capacities, financial capacities also for both future organic as well as future non-organic growth. That is because we translate our profits really also into very strong cash flows. A number that we always feel very positive about is the number of employees, how this is developing. The net increase is 38% in the single year of 2021. You can see that on the left-hand side, how this has developed over the last couple of years.

The average is not less than 1,300 people that joined Sartorius Stedim Biotech year by year over the last 5 years. You can see that in 2021, again, it has been mostly new hirings. Only a small proportion has come through acquisitions. Of course, one logical result from this is that the mix and the composition of our employees is changing towards those with a short period of tenure inside Sartorius Stedim Biotech. Very often, people with longer experience in other businesses, but yet have joined Sartorius only relatively recently.

When you do the math, you see that among the 63% that are part of the group for less than five years or maximum five years, you can imagine that of this, maybe roughly half of them have joined Sartorius during the last year. Therefore, a very interesting mix of quite a lot of experience at the same time, but also a lot of people with fresh ideas. Another feature, more on the, let's say, structural side regarding our employees, is the composition regarding nationalities, age, and then also gender. Regarding internationality, we have 99 different nationalities, people from 99 different nations working for Sartorius Stedim Biotech. You can see where most people are from. Quite a lot from Germany, quite a lot from France, as well as the U.S., and so on and so forth.

You see that we have really a lot of people that are in this age group of 30 to 39 years old, but quite again, a healthy mix. We really have managed over the last couple of years to get younger in regards to our average age. We have now an average age of 38 years. I wouldn't say that this is like a startup, but it's not so far away, and it's for sure a really a rather young group of people working for Sartorius Stedim Biotech. The proportion of women in leadership positions is continuing to rise. We are at 33% for the year 2021. It's still not fully representing the percentage of the total workforce, as you can see from the 39% that is shown above.

I believe it's quite a very significant proportion given the nature of our business. However, we definitely are committed to further increase this number going forward. I mentioned also acquisitions that we have made last year, and I also will mention one that we have made or were able to close just at the beginning of this year. As we communicated this much earlier, actually, I want to come back to that in a minute as well. Starting with those that we have closed during 2021, then you can see on the right-hand side of that chart that these both businesses are in the area of cell and gene therapies in the sense of the main applications or the main purposes, the main topics that our customers are working on.

Both are about cell culture media and cell culture media components. We are talking about CellGenix and Xell, two companies being located in Germany. Again, what is of high interest for us here is not only that this is highly complementary and further strengthening our footprint in the cell culture media spectrum, but it's also particularly adding to our relevance and visibility in this upcoming strongly growing area of advanced therapies, namely cell and gene therapies in this case. We were finally able to close the acquisition of the Novasep chromatography business in February 2022. This was an acquisition that we have worked on for a long time, and we agreed upon this even quite a while ago.

We were yet waiting for the final approval by the North American antitrust authorities. Directly after getting this approval end of January this year, we were finally able to close this. This adds very nicely to our substantially strengthened footprint and set of portfolios in the downstream processing domain after the acquisitions of the chromatography business from Danaher after they disposed this after their acquisition of the GE business quite a while ago. We then also have acquired the two companies, BIA Separations as well as WaterSep BioSeparations, also strengthening our footprint and our relevance with differentiating technologies in the downstream processing domain, and so does Novasep. All this really has helped us now to build a differentiating, innovative portfolio in this very important application of our customers.

Maybe just to add to this without reading everything that is on the left-hand side, again, from a financial standpoint, of course, all these acquisitions are also reflected in the cash flow numbers, respectively the development of our financial KPIs that I was talking about earlier. Shifting perspective for a second to the one of the parent company. Everything I was talking about so far was about the group, the Sartorius Stedim Biotech group, as I mentioned. Now, having a view and an eye on the balance sheet of the parent company. We closed the year with a solid structure of our balance sheet here. Nothing spectacular to report on. The equity ratio of the mother company is 86.1%, so I think a very strong positioning here as well.

Now looking to and on the development of the Sartorius Stedim Biotech shares during last year, and then also including the perspective on the development during this year. So far, we can talk about that. This chart basically ends on March 21. What you can see here is an outperformance of the overall market represented by the CAC Large 60 as well as the MSCI Europe for most of last year, particularly the H2 of last year, as you can see. If you now would look at the development of other shares in this sector, what I mean here are biotech tools or life science tools companies, but also some of the biopharmaceutical companies, you would see similar patterns, and you would also see similar patterns with regards to the development during 2022.

You can see that basically since the beginning of 2022, the share price has declined quite a bit. This is very much reflected, as I said, across the board in our industry. It's very obviously not related to any change in our performance or the outlooks that we are sharing with the capital market, yet within the overall global economic environment, and particularly here, I think one also has to mention besides general uncertainties, also the inflation rates and the expected interest rates. One also has to clearly see that some players in the capital market have changed their view on the further evolution of the pandemic, which in the course of 2021, during some points of time and periods may have been too optimistic.

I'm coming to the dividend proposal. We are proposing to the shareholders' meeting here today to increase the dividend quite substantially by around 85% versus last year to EUR 1.26. The total distributed profit would rise to EUR 116.1 million, and the payout ratio would be pretty much on the same level like last year at 16.9%. I now would like to talk about the topic that for very good reasons I believe has been increasingly moved towards the center of general debates, both in societies across the globe as well as in the business world, so to say, and this is sustainability.

What is important for me is to underline that for Sartorius Stedim Biotech, sustainability is not a repair shop in a sense of, okay, we somehow have to repair and compensate for what we are doing in our normal business. For Sartorius Stedim Biotech, I think it's fair to say that our business purpose, our mission, is directly addressing a core sustainability target. When you read our mission, which is about empowering and helping scientists as well as engineers to simplify and accelerate the development of new drugs so that ultimately, patients get access to new drugs and can be treated earlier and at lower cost, so with more affordable medicines, then it's clear that this is directly addressing and contributing to the goal number three of the United Nations, which you can see on the left-hand side, good health and wellbeing.

It's really important to me to say we are a company that is directly addressing a key sustainability target. However, we of course are in addition to that, thinking about and working on how to further limit our footprint and our performance in regards to other sustainability criteria. There are, of course, many of different nature. You have ethical topics, you have social topics. It's also about health in a sense of healthy working conditions, for example. Of course, many are about environmental effects.

We have particularly, again, I think for good reasons when you think about the global discussion around how far we still are hopefully able to achieve the goals of the Paris Agreement to limit global warming to 1.5 degrees centigrade on our CO2 emissions, so on the greenhouse gas emissions. The goal that we have set ourselves, I think, is a very ambitious goal. I show the context of this and some more details on the next chart. The goal that we have set ourselves is to reduce our CO2 emissions or greenhouse gas emissions or CO2 equivalent emissions, you could say, intensity every year by approximately 10% or on average year-over-year by 10%. I show you in a minute what that means.

Just to complete, again, our sustainability efforts that these are broad and covering the entire spectrum of what is mentioned on the left-hand side of this chart. We are very often and very regularly rated by a number of rating companies. You find a lot of details also in our annual report and our sustainability report, and we get very good ratings, increasingly good ratings, and we continue to work on this so that we really get into a leading position also in that regard. But now coming back to our ambitious goal regarding greenhouse gas emission intensity reduction. Long word, I do know that, but why are we focusing on the intensity number here?

Well, this is because, for a strongly growing company, I think it's very evident and clear that it doesn't make much sense to focus on the absolute reduction. It might even not be able to achieve absolute reductions because of technical limitations. Therefore, we are focusing on the reduction of emission intensity. By the way, as a side remark, I think even in a broader context, this is important because otherwise when you think about that from a very conceptual and logical standpoint, otherwise it wouldn't be even possible to set up, to start up a new business because there would be no emission budget. You would have to start from zero, and how can you reduce further from zero? There's no way.

Therefore, I think you have to focus on the intensity reduction as a business so that there even is room for innovative companies as well. That's maybe only a side remark. The target that we have set ourselves to reduce this intensity by 10% per year you can compare very well with even the quite ambitious target that has been set by the European Union relatively recently, Fit for 55, to reduce emissions. When you do the math, this translates into 8.5% emission intensity reduction year-on-year. Again, the gross reduction is our first priority, so we are not talking about compensation measures at this point.

We might focus on that later, but at this point in time, we are focusing on how can we reduce the emissions as such at all. Now a word on where these emissions occur. I don't know whether you are surprised now, but I can tell you that only 10% of these emissions occur at site or through the energy that we purchase and consume at our sites. 90% of these emissions are associated to either activities on the so-called upstream site, so at our suppliers, or on the downstream site, which is mostly our customers or after utilization of our products during disposal or recycling or whatever. That means, of course, that the set of measures that we will use to achieve this goal has to be a very broad one.

Of course, it also comes at a cost. We believe that the cost that we will have to spend on all these activities over the next couple of years will account to approx 1%, in relation to sales revenue. For the year 2022, we believe this number should be around half a percentage point. Perspectively, and for sure in the year 2025, it will be rather around 1% of sales revenue. Quite substantial additional OPEX. In a sense, you could also say investments into this important KPI. And maybe just to underline that we really take this very serious, the last bullet point that says that we have included this target into the long-term variable compensation of the executive management.

The targets for 2022, to finish off this part of the presentation before having a look on our 2025 perspective and our strategies and main focus areas, what we are shooting for for the year 2022 is an increase of our sales revenues by 15% to 19%. This should include 2 percentage points of inorganic growth from those acquisitions that I was talking about a couple of minutes ago. We are shooting for achieving an underlying EBITDA margin of around 35% or slightly above 35%, so pretty much the same number like in the year 2021.

The reason for this is that the sharp increase of profitability that we have seen through 2020 already and 2021 was, as I tried to explain before, a kind of over-exaggeration to some extent, of the underlying, profitability development because of the delay in some cost developments. That is why we think that staying on this elevated level is already an ambitious goal for this year. I was talking about the impact of the pandemic business earlier, so the total would be around EUR 500 million that we have booked last year. We expect the same level for the year 2021 based on the expectations that our customers have expressed to us what they expect to have as a demand so that they can fulfill their delivery commitments that they have entered into themselves.

The margin target, I said that before, includes these measures to reduce our CO2 emission intensity, CapEx rate, shown that again before already 15.5%. We believe if we exclude any further acquisitions that of course still might be, might become a topic in the further course of the year, then we expect our dynamic indebtedness rate to go further down to around 0.2. As I already said, I would now like to briefly talk about some strategic perspectives and the midterm outlook, regarding our strategic positioning. You might have seen this chart before from us. We are very much focusing on the life science and biopharmaceutical sector, covering the entire process chain of our customers from upstream through to downstream processing. I was also talking about some activities, how we further have expanded our portfolio.

We, for sure, will constantly look for ways to further strengthen this portfolio. Definitely, this is a very attractive and relevant space we are in, and we will continue to focus on this. Why is this such an attractive space? Well, now, there are very strong mega trends that are driving the longer term growth within this sector. One very general one that is also applicable for the general pharma sector, so outside and beyond the biopharmaceutical sector, then you see on the left-hand side, we are talking about the growing and an aging population, and these numbers are very clear, very tangible, very transparent. There's a high correlation between age and the need for medical products, so this is a strong driver.

Within the pharmaceutical sector, you still see a growing relevance and an increasing share of the biopharmaceutical sector. You see that in the middle by these two Doughnut Charts, that even within those times from 2021 to 2026, this portion should further increase, so that the outlook is that this market segment should grow around 10 percentage points on average. I cannot say often enough, on average, excluding some disruptive events as we have seen them now through the corona pandemic and all those direct and indirect effects following from that. Nevertheless, very attractive growth opportunities for sure. When you then zoom into this biopharmaceutical market, then you see that we definitely have left this, what I would maybe call biopharma 1.0 phase behind.

We are now maybe at biopharma 2.0 or so, where it's not only any longer about protein-based products. You can see that in the middle in this Doughnut Chart, still being the most relevant, the largest part of the market, and still growing. But you see very relevant portions of the market being represented by, for example, viral vector-based therapies or advanced therapies that, for example, include cell and gene therapies, as I was talking about before. Overall, you can see on the left-hand side that the number of products in biotech R&D pipelines is increasing. The portion of biotech molecules in those pipelines is growing in a growing number of such targets at all. A very promising situation.

On the right-hand side, you can see how much stronger advanced therapies are expected to grow 40% in comparison to the 10% I was mentioning before for the overall market. One should also mention the biosimilar segment. I was talking about that at other occasions during the show, the meeting here, I believe, which are mostly protein-based products run out of patent, where now larger volumes are produced, particularly a topic for our large customers in Asia, but not only there. Then you can imagine when it is about innovative therapies, innovative molecules, advanced therapies, that it's also very much about innovation that our customers need and expect from us so that they can run their processes in an accelerated and also more efficient way. That is exactly what we are focusing on.

When you remember the mission statement, that was on one chart earlier or a couple of charts earlier in this presentation, then you can see that this is exactly what we are focusing on. Again, why is this relevant? You can see that on the left-hand side, it costs approximately EUR 2 billion to develop a new drug. You only have 10% success rate even after entering the clinical phases. The success rate after entering the entire space is much lower. You can say 1% of 1%, so one out of 10,000 of those molecules that you start at the very beginning in the labs will make it to the market. That makes it clear how much room is also there to increase the success rate.

It takes you more than 10 years now on average, and one example for a very expensive, even though, of course, very helpful, to say the least, therapy, Zolgensma, costs a patient $2.1 billion per treatment, and then you can imagine how much value can be created, if it was possible, to make those therapies at a lower cost, so that more patients can benefit from them. On the right-hand side, you see just a few examples of products that we have in our portfolio. We could tell long stories how each and every of those products contribute to what I was mentioning before, simplifying, accelerating, the development as well as the production processes of our customers. Innovation is a big topic for us, therefore, we are investing significantly into innovation.

We base our innovation strategy and activities on three pillars. You can see them on the left-hand side. Of course, we run a very strong own product development in all those areas where we consider to have very, very strong own core capabilities. We are running a number of deep, often also long-standing, intense cooperation with partners who are leading in those fields that are very innovative, where it is really about novel understandings of applications, new technologies, et cetera. Last but not least, we of course, are constantly also looking for additions to our portfolio through acquisitions, and the common theme of all those acquisitions is innovation. We never have looked for acquiring a business just because it's large or anything.

We always are looking for complementary, innovative technologies that are differentiating ourselves from the competition, that are relevant for our customers along those lines that I was talking about. Some examples for those areas that we are looking into quite deeply and with quite some effort together with partners very often. You can see on the right-hand side that we have spent around EUR 150 million in the year 2021 alone. Analytical technologies, for example, when you talk about production processes, in-line analytics is an ultimate goal here. Very often you would need data analytics tools here for making more educated decisions to take or to set up more educated and more intelligent control strategies, for example.

New cell systems are of course very relevant in the context of advanced therapies. How to intensify manufacturing processes of our customers, both upstream but very much also downstream is a key topic. Advanced materials in many respects. One, of course, would also be the environmental footprint of the materials that we are using. The last one before I close with the very last chart that is about the outlook for 2025. From a geographical standpoint, for sure the U.S. as well as Asia are still the main focus of our regional growth strategy. The U.S. is still the most dynamic and really the highly innovative market, with a lot of startups that are working on novel therapies as well as novel tools to make, to produce them, to develop them.

In addition to that, we still have some room to gain further market share after more than a decade of gaining market share in the U.S. already. In Asia, if we had to mention 2 countries, we would for sure mention China and Korea, but also other markets are very dynamically growing. In China, one has to say it has been establishing itself as a hub for biosimilar development and manufacturing, and it is now also shifting gears, and is increasingly becoming a place where new products, innovative biopharmaceutical products are developed. Of course, we run corresponding initiatives to strengthen our footprint there, both in regards to sales and service, where we have invested significantly into our presence there during the last years and also 2021, for example.

Of course then also the further expansion of our production footprint. I was presenting some examples before, but also beyond that, what we already have started to do will most likely be a topic for the next several years, partially also because of the change of the overall global economic landscape. The ambition of Sartorius Stedim Biotech for the year 2025, it's the last chart with which I would like to close my presentation here. We have significantly uplifted our top-line guidance, the sales revenue guidance and target a year ago, where we lifted that up to EUR 4 billion. It's kept unchanged now, but we lifted our EBITDA margin target to slightly above 35% after approximately 33%, following the development that we have seen during the last two years.

This reflects very much that we have been able to reach this very significant level of profitability faster than we initially had thought. Maybe two final statements. The second one there on the right-hand side I made before regarding our spending regarding CO2 emission intensity reduction. This is included here, which makes the uplift even a more significant one, I would say. Our assumption for the year 2025, and that is not meant to make any and we don't want to make any statement regarding likelihoods here, but our assumption to have a clear baseline is that there will be no net business related to the pandemic in the year 2025. With that, ladies and gentlemen, I would like to close my presentation here.

What I would like now to do is to get along with the specific formal topics of the agenda. We will start with those of the Ordinary Shareholders' Meeting. I would like to start with the topics number 1 and 2. Topic 1 relates to the three reports of the Board of Directors, and you find these respective reports as follows. Therefore, I won't read all those reports out here today. The first one is the management report of the Board of Directors and the group company management report, which are disclosed in the pages 18 to 72 of the French 2021 Universal Registration Document.

The second one is the board of directors report on resolutions, which is submitted to the ordinary shareholders meeting and disclosed in its entirety in on the pages 251 to 272 of the 2021 universal registration document. The third is the corporate governance report, which was drafted to comply with the Article L225-37 of the French Commercial Code and is published on the pages 74-119 in the aforementioned document. The topic number 2 on our agenda relates to the three reports of the statutory auditors, respectively. The first one is the report on the financial statements for the year ended December 31, 2021. The second one is the report on the consolidated financial statements for the year which ended 31st December 2021.

The third is the report on the regulated agreements covered by Article L225-38 and subsequent of the French Commercial Code. On the fourth resolution concerning regulated agreements, please note that the board of directors unanimously decided to terminate the regulated agreement and not to renew it for the financial year 2022, as the board of directors have implemented a remuneration policy to follow the Say on Pay doctrine. Now I would like to invite Mr. Christophe Perrau and Mrs. Stéphanie Czerwonka-Bernard, our auditors from Deloitte and KPMG to read and comment on these three auditors' reports.

Stéphanie Czerwonka
Lead Engagement Manager, KPMG

Good afternoon, everybody. My name is Stéphanie Czerwonka. I'm representing KPMG as lead engagement manager of the SSB. I apologize for the absence of Nicolas Blasquez, the engagement partner of SSB. I will present our conclusion on the work we have performed on the individual financial statements, the consolidated financial statements, and also on the other information and verification. I let Christophe present to you this conclusion.

Christophe Perrau
Audit Partner, Deloitte

Good afternoon. Unless someone disagrees, I will make only a summary of our audit reports. I won't read them extensively. The first report we issued was a report on the consolidated financial statements. This report is disclosed in the URD on page 118. The first paragraph of our report is the audit opinion. I just read it because it's a key part of the report. We certified that the consolidated financial statements with respect to IFRS give a true and fair view of the operation as well as of the financial position and assets and liabilities for the year ended of the group consisting of the persons and entities included in the consolidation. In the paragraph dedicated to key audit matter, we just make a specific development on impairment test on goodwill.

For specific verifications, we report that we have no matters to report as to the fair presentation of the management's report and its consistency with the consolidated financial statements. The second report relates to the individual financial statements, so it's disclosed in the URD, page 199. The audit opinion is equivalent to the consolidated financial statements. It's a clear opinion with we certified that the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company and of the results of its operations for the year then ended. For specific verifications, we report that we have no observation. At least we provide a report on the related parties agreement, as mentioned by Mr. Kreuzburg. Our report is disclosed page 220 of the URD.

We inform you that we have been advised of no new regulated agreement. We inform you that the following agreement authorized and concluded during the year ended December 2018, which was mentioned in our previous audit report, and which was not approved by the general meeting of shareholders approving the financial statements for the year ended December 2020. This agreement relates to the recharging by Sartorius AG to Sartorius Stedim Biotech of a part of the remuneration of Mr. Joachim Kreuzburg and Mr. René Fáber in respect of services they perform and provide within the company. The amount invoiced by Sartorius AG to Sartorius Stedim Biotech for the year 2021 is EUR 883 thousand for Mr. Kreuzburg and EUR 511 thousand for Mr. René Fabre. Thank you.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Yeah. Mrs. Czerwonka-Bernard and Mr. Perrau, thank you very much for your report. Now we would continue with the specific formal topics of the agenda of this ordinary part by voting each resolution with the shareholders present in this room. First of all, I would like to inform you about the final quorum, with which is the same number than the preliminary one 92.7%. Now, concerning the new voting procedure, in conjunction with this format of our annual shareholder meeting. Thank you. The shareholder is asked to write his vote for each resolution on the certified paper form given to him or her at the time of signing in, either by ticking for, against or abstain. The paper form will be considered as proof. The shareholder does not need to raise his or her hand to express his or her vote.

This voting form will be collected after the voting session. The detailed results, resolution by resolution, will be communicated to you at the end of the shareholders meeting, so I will go through the resolutions one by one. After each resolution, I will make a pause, and you will have to fill in the certified voting form in accordance with the explanations received at the entrance of this meeting. Tick the box for, against or abstain for each voting after I have been going through it. Now I would like to start this procedure with the first voting on the first resolution. We have answered them in the written form on our website. I now would like to start with the first voting, and on the first resolution.

We will now vote for the first resolution: approval of the financial statements for the year ended 31st December 2021, and discharge to all directors. Now the vote for the second resolution: approval of the consolidated financial statements for the year ended 31st December 2021. Now we will continue with topic five of the agenda, the third resolution. Assignment of the financial result for the year ended 31st December 2021. Now we continue with topic six of the agenda, the fourth resolution. Approval of regulated agreements covered by Article L225-38, and subsequent articles of the French Commercial Code. Please note that the shareholder of Sartorius AG does not vote on this resolution.

Now we will continue with topic seven of the agenda, which are five resolutions that are clearly linked from one to the other about the remuneration of directors and in compliance with the Say on Pay doctrine. Regarding the resolution 5, approval of the remuneration policy and determination of the amount of the total annual remuneration to be allocated to the Board of Directors for the 2022 financial year. Regarding the resolution 6, approval of the information mentioned in Article L22-10-9 of the French Commercial Code concerning the remuneration due or awarded to the corporate officers for the 2021 financial year. Regarding the resolution 7, approval of the fixed, variable and extraordinary components of the remuneration and the benefits of all kinds due or awarded to the Chairman of the Board and Chief Executive Officer for the 2021 financial year.

Regarding resolution 8, approval of the remuneration policy of the Chairman and Chief Executive Officer for the 2022 financial year. Now the voting regarding resolution number 9, approval of the remuneration policy of the Deputy Chief Executive Officer for the 2022 financial year. Now we will move to topic 8 of the agenda regarding the 10th resolution, authorization granted to the Board of Directors to enable the company to trade in its own shares. That is the 10th resolution and the 10th voting. Now we will continue with topic 9 of the agenda and go through the resolutions 11 to 15, as these are closely related topics and dealing with the 5 mandates of the board members that need to be renewed. I will walk you through the vote of the resolutions one by one. The 11th resolution, renewal of the term of Mr.

Joachim Kreuzburg as director. It's the 11th voting. The 12th resolution, renewal of the terms of Mrs. Pascale Boissel as director. 13th resolution, renewal of the term of Mr. René Fáber as director. 14th resolution, renewal of the term of Mr. Lothar Kappich as director. 15th resolution, renewal of the term of Mr. Henri Riey as director. Finally, regarding the 16th resolution, proxy to carry out formalities. Ladies and gentlemen, this was the last resolutions vote for the ordinary part of the shareholders meeting. We will now go on with the extraordinary shareholders meeting, starting with topic 11 and 12 of the agenda. We will start with topic 11 and 12, which are clearly linked from one to each other.

Topic 11 is reading of the report of the board of directors on the proposed resolutions, and topic number 12 is reading of the statutory auditor's special report. The board of directors' report on resolutions submitted to the extraordinary shareholder meeting is disclosed in its entirety on the pages 258 to 272 of the 2021 Universal Registration Document. The special report is disclosed and available on our dedicated webpage. Therefore, I will not read them out loud today. I will now go through the resolutions corresponding to topics 13 and 14, and I will go through the voting process for each of them with the same voting procedure and process as before. First, topic 13, that concerns the nine resolutions 17, 18, 19, 20, 21, 22, 23, 24, and 25.

These resolutions cover several delegations of authority granted to the board of directors in order to act on the share securities and the share capital of the company. Regarding the 17th resolution, delegation of authority granted to the board of directors to issue shares and/or securities giving access to the share capital of the company and/or securities giving the right to the allotment of debt instruments with preferential subscription rights of the shareholders. The 18th resolution, delegation of authority granted to the board of directors to issue shares and/or securities giving or capable of giving access to the share capital of the company and/or securities giving the right to the allotment of debt instruments without preferential subscription rights of the shareholders through public offerings other than those referred to in Article L. 411-2 of the French Monetary and Financial Code.

The 19th resolution, delegation of authority granted to the Board of Directors to issue shares and/or securities giving or capable of giving access to the share capital of the company and/or the issuance of securities giving the right to the allotment of debt instruments without preferential subscription rights of the shareholders through public offerings addressed exclusively to qualified investors or to a restricted circle of investors as defined in Article L.411-2 of the French Monetary and Financial Code. Regarding the 20th resolution, delegation of authority to the Board of Directors to increase the number of shares and/or securities giving or capable of giving access to the share capital of the company to be issued in case of share capital increase with or without preferential subscription rights of the shareholders.

21st resolution, delegation of authority granted to the board of directors to decide to issue shares and/or securities giving or capable of giving access to the share capital of the company as consideration for contributions in kind in shares and/or securities giving or capable of giving access to capital without preferential subscription rights of shareholders. 22nd resolution, delegation of authority granted to the board of directors to increase the share capital of the company through the capitalization of reserves, earnings, or premiums, or any other sum upon which capitalization would be permitted. 23rd resolution, delegation of authority granted to the board of directors to issue shares and/or securities giving or capable of giving access to the share capital of the company reserved for members of company savings plan without preferential subscription rights of the shareholders.

24th resolution, delegation of authority granted to the Board of Directors to grant free new or existing shares to the benefit of employees or corporate officers in the limit of 10% of the capital. 25th resolution, delegation of authority granted to the Board of Directors to reduce the capital in accordance with Article L22-10-62 of the French Commercial Code. I thank you for having cast your votes on the delegations of authority to the Board. We will move on to the last resolution of the shareholder meeting, Resolution 26. Powers of formalities. The shareholders meeting gives full powers to the bearers of an original copy or extract of the minutes of this shareholders meeting to carry out any and all formalities that may be necessary. This was the last resolution vote for the extraordinary part of the shareholders meeting. We will collect your voting forms now.

Please make sure that they are completed. We have a session for questions later. Ladies and gentlemen, I will now go through the resolutions of the ordinary shareholders meetings corresponding to topics three to ten and announce their respective voting results. If you allow myself, I will not read them out loud as they were already presented and detailed in this meeting. Taking into account the votes received by correspondence, the proxies granted to the chairman, and the number of shares held by the shareholders present in the meeting room, we can state that these resolutions are adopted or rejected. I now will go through these resolutions. First for ordinary meeting. The first resolution is accepted. The second resolution is accepted. The third resolution is accepted. The fourth resolution is rejected. The fifth resolution is accepted.

The 6th resolution is accepted. The 7th resolution is accepted. The 8th resolution is accepted. The 9th resolution is accepted. The 10th resolution is accepted. The 11th resolution is accepted. The 12th resolution is accepted. The 13th resolution is accepted. The 14th resolution is accepted. The 15th resolution is accepted, and the 16th resolution is accepted as well. The detailed voting percentages for each resolution will be available after final treatment by our bank. They will be at your disposal for consultation at the end of this meeting and posted afterwards on our website. I will now go through the resolutions corresponding to topics 11 to 14 and will announce their respective voting results. The vote results are as follows. The 17th resolution is accepted. The 18th resolution is accepted. The 19th resolution is accepted. The 20th resolution is accepted. The 21st resolution is accepted.

The 22nd resolution is accepted. The 23rd resolution is accepted. The 24th resolution is accepted. The 25th resolution is accepted, and the 26th resolution is accepted as well. Again, the final exact percentage for each resolution will be available after final treatment by the bank. They will be at your disposal for consultation in this room and on internet. Now, ladies and gentlemen, we can move on to the Q&A r part. Our company has posted a specific Q&A section on our website as well. The purpose is to make available questions received by our shareholders prior to the meeting in conjunction, of course, to the shareholder meeting and its agenda, and to publish them along with statutory responses. In this room, are there any questions with regards to particular topics of the agenda to be discussed?

Speaker 5

Bon après-midi. Thomas de Paris. Je suis un actionnaire individuel et j'ai quatre questions. La première concerne sur les bilans de la société. Première, c'est une augmentation de revenus de 15%-19% pour 2022, avec un EBITDA qui augmente de 35%. Même s'il y a maintenant un environnement avec une inflation sur le prix de l'énergie. Est-ce que ces prévisions seront impactées à cause de cette nouvelle situation ? Est-ce que ces prévisions prennent en compte ce nouvel environnement ? La seconde question concerne comment l'avenir de la pandémie va avoir un impact sur la société ?

Speaker 9

Other opportunity for the enterprise. The CEO of Moderna said that mRNA technology could be an opportunity of big business. Is there any opportunity for Sartorius?

Speaker 6

Thank you. Just a bit of context, because, you know, we have asked some written questions. Our questions are perfectly compliant with the French Commercial Code. I want to be clear on this point. We need answers on this point. You also know that the company refers to the Code AFEP-MEDEF, which provides the obligation to allow the shareholders to ask questions in the general meeting and to give the chance to the shareholders to just debate. We just like to remind that. You also probably know that the COVID didn't permit the due debate in the general meeting for the past two years. Right now, we have no restriction, and we are waiting for answers.

I will let Jacob speak.

Jakob Glatz
Owner and CEO, IDZ Glatz GmbH

Hello, my name is Jakob Glatz. I'm representative of IDZ Glatz GmbH from Austria. I'm the one that sent questions before the shareholder meeting, a total of 13 questions, and found your answer today on the website. Also, Sartorius, were you mentioning that these you don't want or cannot answer these questions, for some reason that you listed there, which I would like to oppose to this view. I think you have all the right and also the responsibility to answer to normal questions, usual questions from shareholders. I would like to ask you to explain in more depth why you would not allow these questions to be answered.

I would like to ask you, if you would be allowing to ask questions that are not, as you mentioned it, directly related to earn-out agreements. Thank you.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Do we have any further questions?

Speaker 7

I'd like to know.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Microphone.

Speaker 7

I'd like to know just the part of the pandemic products in China and in Asia more generally. Or that is to say, is the pandemic more favorable for your European business, American business or Asian business? Thank you.

Speaker 6

Mm-hmm.

Speaker 8

Hello. I have one more question. Once the pandemic is over, how long does it take to switch your pandemic capacity to your regular business, please? Thank you.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

On the first question regarding the potential impact by the inflation to

Speaker 7

Energy inflation.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Yeah, price of energy as one factor to that indeed. Particular price increases on that side, but of course also on other sides, maybe following the increase of

Energy prices, absolutely. I think your question has been in how far we would be planning to update our forecast. We will be publishing our numbers on the Q1 in a little bit less than four weeks from now. I think three and a half weeks. Every time when we publish our quarterly numbers, we, of course, also take a look in how far we might have to update our guidance. That is the typical sequence. Don't get me wrong, I'm not saying here that we will change our guidance then, but this is how we typically do this, yeah.

Every quarter at least, and if there is any specific incident happening in between, which could also be an acquisition, for example, then we always state in how far that might have an impact on our guidance. That is how we would see it. Maybe one other point here, of course, inflation is something that we see and will continue to see on the supply side. Of course, we are also discussing with our customers in how far this needs to be reflected in our pricing towards them. Therefore, there are several aspects to it. In case we see a net impact one way or the other, then typically the quarterly sequence is where we update our forecast.

I think then the question was on the, in how far after the end of the pandemic and the need for maybe mRNA-based vaccines to the extent that has been the case during the last couple of quarters, in how far we would see opportunities linked to the quite novel mRNA technology. We definitely see this. I believe there has been and still is a lot of investment into this space, a lot of investment into development pipelines of new therapies and vaccines based on mRNA. I think one aspect that is important, though, is that it's very, very unlikely that any of such potentially new mRNA-based products will get the market approval so quickly as it has been the case for the corona vaccine.

That was a really very unusually fast process, and the demand was higher than seen anywhere before, because basically the demand was like world population times 3 in a year, right? In theory, at least. Therefore, I think there are opportunities, but yet I would remind everybody on how that would look like potentially on the timeline as well as in regards to the potential volumes. On the questions that you have sent to us, and that is what we have said also in our statement on our website, they are very much completely unlinked to any of the topics of our shareholder meeting.

Secondly, I will try to answer that in a general way, in a minute, and a lot of those are far too detailed and touching upon business secrets so that we would not answer them in such detail. What I can say is, because you were mentioning earn-outs, we have agreed upon earn-out or transactions in the course of acquisitions that include earn-out elements. What I can say is that so far, all of those transactions have been completed, including these earn-out components, in a very amicable way. What I can further say is that I think we have a by far above average track record in regards to integrating acquisitions.

When you see the level of investments that we have undertaken and still continue to undertake at companies that have become part of Sartorius in biotech throughout the last even decades, I would say, and see how much expansion has been realized at all of those sites, how the business volume has developed, how the number of employees has developed at those sites, and how relevant those products, segments, and product families have become inside the Sartorius Group without any exception. Then clearly I think this speaks quite a language and gives you an impression on our track record here and how we handle that. We definitely never give details on transactions that we haven't agreed upon with our transactional partner to give. That's clear.

As soon as such business secrets are touched and, you know, asked for, then it's clear that we cannot disclose that. I really think that when it is about the entire context of acquisitions, including the different formats and elements of those transactions, then I think we have a very good track record. The last comment that I would like to make in this regard, and that is maybe the one that I'm personally also the most proud of, is that in very many of those acquired companies, we still have the management on board. My favorite example is an acquisition that we have made in 1999, where the co-founder and managing director of that business is still on board.

I think, again, that speaks quite a language. On the fifth question that has been asked here regarding the products that are used in conjunction with producing vaccines, in particular in China, if I got you right, in how far maybe those products look different or this product portfolio is a different one to other geographies. I wouldn't say so that there is like a geographic correlation with those product portfolios. The comment that I made during my presentation when I said there's very strong growth in Europe, which was even a little bit stronger than in Asia and a bit stronger than in the U.S. or in the Americas, had to do with the fact that there is a lot of, or has been, a lot of vaccine manufacturing in Europe.

Has to do with the fact that we have seen BioNTech in Germany. We have seen AstraZeneca, almost forgotten now, but was very relevant at the beginning as well. We have Lonza as a major contract manufacturer for mRNA-based vaccines, mostly for Moderna, with strong manufacturing footprints in Europe. That's the reason why. There is not necessarily any correlation regarding product portfolio. Definitely Europe as well as the U.S., Moderna, Catalent, and other manufacturers. For the last question regarding in how far there would be a switch after the pandemic. What we try to bring across is that we are in a very healthy, dynamic overall market environment, and I think that hasn't changed at all.

Now, what we have seen starting basically around, you could say mid-2020 already, was a sharp increase by additional demand in conjunction with the manufacturing of coronavirus vaccines. The first players started to prepare for this around mid-2020. Of course, as I also tried to bring across, there was this second-round effect. Because of the strong additional demand, lead times got longer. Yeah, also, customers started to place their orders earlier, and so on. This additional demand, we believe, will decline substantially for 2025. Our base case assumption is it will be even zero by then.

That clearly doesn't mean that the other business, so regarding still monoclonal antibodies growing, viral-based therapies, cell and gene therapies of different kinds, and so on, will continue to grow. What I think the way how I would look on it is, there will be— There is this quite strong underlying growth with this wave on top, and now we will have to say how exactly will this wave, you know, you know, roll out, so to say. That is very hard to predict. I think it's the first time of such a sharp development. I hope that helped a lot, little bit at least for you to understand how we look on it. Yeah. Microphone, please.

Jakob Glatz
Owner and CEO, IDZ Glatz GmbH

Thank you for your explanation about why you didn't want to answer the question that I asked before the shareholder meeting. I understand to some degree that you have to, let's say, ask your transaction partner if you want to disclose secrets of the transaction. Other questions that I ask are just related to the organization and management of your sales team and the incentivation and the goals. Therefore, I personally don't see how this could be a business secret and why this should not be transparent. My question would be, which goals and which incentives do sales staff receive for the newly acquired products and technologies?

Second question would be, are there separate revenue or other targets for each individual newly acquired target company, or are there only uniform percentage increases for all newly acquired product as a whole? For example, no specific sales targets for the various newly acquired products. Another question would be, if there are separate revenue or other targets for each individual newly acquired target company, to what level, hierarchically, geographically, are these targets defined? For example, at the management level, sales units, sales teams, or the individual sales employees. The next question would be if there are no separate targets. Well, this is a question that you might link to any earn-out agreement, so I will not ask this one. The last three questions, I think, should be easy to answer and would not relate to any business secrets.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Thank you for reading these examples of questions because I think that helps also everybody else attending this meeting to understand that we don't answer them. Because they are clearly going into a level of detail that we definitely don't disclose in any interaction, be it in, you know, in investor relations sessions or whatsoever. It's the same as we don't disclose pricing agreements, structures of pricing agreements, and so on publicly at all. This is our position. Again, this is, I think, very good practice. Again, thank you for reading them out because I think everybody will now understand that very well.

Jakob Glatz
Owner and CEO, IDZ Glatz GmbH

Thank you for your comment. I tend to disagree, and I also am informed that this is not corresponding to the French legal system in terms of transparency and how shareholders should be informed about information rights and questions that they have about the company.

Joachim Kreuzburg
Chairman of the Board, Sartorius Stedim Biotech S.A.

Good. I don't see any further questions, and therefore I consider that all questions are completely answered as far as possible, and there are no further questions. In so far as we have reached the end of the 2022 annual combined shareholders meeting of Sartorius Stedim Biotech S.A., I declare the 2022 annual combined shareholders meeting of Sartorius Stedim Biotech S.A. as closed. Thank you all very much for your attendance.

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