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>>  Letter from the Chairman
 
  The year 2002 was characterized by a very difficult economic environment, having an especially harsh impact on suppliers of investment goods. Certainly, the overall mood in the world economy was strongly influenced by both economic and geopolitical uncertainties. Due to these uncertainties, it was very difficult for our customers to make investment decisions having medium and long-term effects.
Despite both the unfavorable environment and the very negative exchange rate fluctuations, Bobst Group was able to increase its turnover volume. In addition, we have clearly increased our market share in this, in 2002, declining market.

The strategy decided by the Board of Directors a few years ago has proven to be successful. We continue to put into practice our « three by three» vision which is to become the leading supplier of equipment and services in the three packaging areas: folding carton, corrugated board and flexible materials, in the three large world regions which are Europe, the Americas and Asia. In support of this vision, we are currently actively involved in negotiations concerning the Metso Converting acquisition, which will significantly increase our flexible materials packaging activity.

In the course of the past year, the Board of Directors reviewed the new directives issued by the Swiss Stock
Exchange concerning Corporate Governance. For many years already, Bobst Group has operated under these rules. The Board of Directors has decided to itself assume the function and responsibility of an Audit Committee. The Compensation Committee will continue to function as it has in previous years.
The current appointment term of Messrs. Reto Domeniconi, Jean-Luc Laloë and Hervé Ruttimann ends at this year Shareholders’ Meeting. However, we are pleased that all three have made themselves available for a new term. Mr. Pierre Jolliet has decided to resign at the Shareholders’ Meeting 2003. We thank him for his valuable contribution during his 10 years of service as a member of the Board.
A review of potential candidates proposed by JBF Finance SA, our largest shareholder, has resulted in the Board’s recommendation for the election of Messrs. Charles Gebhard and Thibault de Kalbermatten. We will present the credentials of these two gentlemen more extensively in our upcoming Shareholders’ Meeting.

As of January 1, 2002, the Group Executive Committee is operating under its new organizational struc-ture. Since that time we have already seen positive signs through even further improved customer orientation. The Management and the employees of the Group have adapted very quickly to this organization. We are convinced that this new structure will help us achieve our goals and facilitate the successful future of the Group.

In the year 2002, our share price outperformed both the Swiss Market Index (SMI) and the Swiss Performance Index (SPI) for machinery. This very positive evolution is certainly due to the unique market position Bobst Group has built up over many years. In addition, its role as a supplier of equipment and services to the packaging industry, which in turn is directly linked to the evolution of volumes of consumer goods (many of them in defensive sectors), allows our Group to be less cyclical than typical equipment suppliers, such as the machine tool industry.
Still, the total market capitalization is below the Group’s equity and does not reflect its real value. We believe the overall stock market situation is a major reason for this. This is also why our share price came under pressure at the beginning of 2003. It is well known that many insurance companies and pension funds sold large portions of their share holdings, including, of course, some of our shares.
The dividend we propose at the Shareholders’ meeting is in line with our policy of payout ratio between 40 and 50% of net profit. This payout therefore brings again a very interesting yield to our shareholders.

Finally, I would like to thank the Management as well as each employee of the Group for their dedication and hard work which are necessary, especially in these difficult times.

Marc C. Cappis
Chairman of the board




 
>>  Letter from the CEO
 
  The slight decrease (2.22%) in turnover for 2002, compared to the previous year, is essentially due to the US Dollar evolution compared to the Euro and the Swiss Franc. Without this, the Real volume has increased by 1.65%. We were thus able to surpass our management objective of turnover stability. This was achieved despite the fact that in 2002, for the first time in many years, our markets experienced low economic cycles simultaneously in our three major market zones i.e. Europe, the Americas and Asia. Typically, in earlier years, if we experienced low activity in one zone, it was partially compensated by healthier conditions in the other zones.

In most product lines of our Group, market shares increased. This is the result of a very active market organization worldwide and, of course, a certain price aggressiveness in very specific projects. Based on our information, we know that our competition has suffered more than we have.

The EBITDA (Earnings before Interests, Taxes, Depreciation and Amortization) reached a new all time record level, despite significant market pressures in this unfavorable economic environment. In April 2002, we forecasted a decline in net profit due to higher amortizations and interest costs. In addition, the exchange rate situation has accentuated the trend further and has pushed the net profit for 2002 below our management target. This, despite the important efforts made by our employees at all levels in the Group. We thank them here sincerely for their commitment to our success.

The implementation of the new organizational structure by business areas, market organization, supply, production and logistics, and support functions was a major objective set for us during 2002. The concept of this organization confirms to be what our Group will need in the future years. Dedicated customers focus and strong delegation of responsibilities have already brought clear signs of success. 2003 will see the completion of this important change.

2002 has seen the end of several larger investment projects. Shanghai in China, Itatiba in Brazil, Pune in India, Mex near Lausanne in Switzerland and Bron near Lyon in France have completed their expansion projects. The Group is now entering a period of normal levels of capital expenditures which we project to be in the approximate range of 45 to 55 million Swiss Francs per year. This will include major IT projects due to obsolescence.
We will however intensively pursue investments in the new product and service development. This dynamic innovation policy has clearly proven to be necessary to prepare the Group for the future and to differentiate us from our competition.

As we write these lines, we are pursuing the process for the potential acquisition of the Metso Converting activities. This is one of our alternatives to significantly increase our presence in the fast growing flexible materials market. Due Diligence is under way and negotiations have started. The Metso Converting 2002 results, clearly below expectations, will have to be taken into account. The strategic fit with Metso Converting, however, is and remains very interesting.

The consolidation is continuing in the equipment suppliers industry. Bobst Group, through its company Martin in Lyon, France, has acquired Rapidex SA in Angers, France. This small acquisition rounds off very nicely the gamut of products we are offering to the Corrugated Board industry. Other acquisitions took place in our industries. For instance, a large German Offset printing press manufacturer finally purchased two product lines competing with us. As these were for sale for many years, it did not come to a surprise to us. We expect that the coming years will witness further changes in the landscape of suppliers to the industries we serve.

Forecasting an evolution of our activities for 2003 is very difficult if not impossible. Too many outside factors could drastically influence our development during this year. Despite this, the management has again set itself the ambitious goal to reach similar turnover as in 2002 as well as improving profitability at the same time.

Andreas Koopmann
Chief Executive Officer



 
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