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Wilson Sons
Intention of Corporate Restructuring & Company Overview
July 2021
Forward-lookingstatements
This presentation contains statements that may constitute forward-looking
statements. Such statements are subject to risks and uncertainties as various
factors, many of which are beyond the control of Wilson Sons, may cause actual
developments and results to differ materially from the expectations contained in
this presentation. Management’s beliefs and assumptions may or may not prove
to be correct and there can be no assurance that any estimates, targets or
projections are attainable or will be realized, and actual results may vary
materially, including the possibility that an investor may lose some or all of its
invested capital. These statements are not guarantees of future performance
and undue reliance should not be placed on them. The information contained
herein has been compiled on a preliminary basis, and there is no obligation to
update any of the information.
The Company’s operating and financial results, as presented on the following
slides, were prepared in accordance with the International Financial Reporting
Standards (IFRS), except as otherwise expressly indicated. The independent
auditor's report is an integral part of the Company’s condensed consolidated
financial statements.
2
Agenda
❱ Proposed Restructuring 5
❱ Wilson Sons Overview 10
❱ Innovation Strategy 15
❱ Financial & Operational Highlights 18
Proposed Restructuring
Highlights of the Proposed Restructuring
5Notes: (1) B3 stands for B3 S.A. - Brasil, Bolsa, Balcão, also known as the Brazilian Stock Exchange; (2) Novo Mercado is the highest level of corporate governance for listing segments on B3.
Proposed
Restructuring
▪ Wilson Sons Limited (“WSL”) is currently headquartered in Bermuda with a sponsored
programme of Brazilian Depositary Receipts (“BDRs”) traded on B3(1).
▪ The Proposed Restructuring consists of (i) the downstream merger of WSL into its
controlled subsidiary Wilson Sons Holdings Brasil S/A (“WSSA”), as well as (ii) the
listing of WSSA on B3’s Novo Mercado segment(2).
▪ The Proposed Restructuring does not imply the dilution of current WSL shareholders or
BDR holders. WSSA shares will be directly owned by all former WSL share / BDR holders.
▪ The Proposed Restructuring is subject to the approval of B3, CVM and the shareholders.
Restructuring
Benefits
▪ Simplification of the corporate structure.
▪ Proposed Restructuring may potentially unlock value for all shareholders considering:
o Increase in stock liquidity.
o Strong corporate governance seal with the Novo Mercado listing.
o Opportunity to join the main Brazilian and LatAm stock market indexes.
▪ Wilson Sons is likely to increase its shareholder base by accessing several institutional
investors that are currently restricted to invest in BDRs.
▪ The new simplified corporate structure will likely facilitate access to capital markets.
Step-by-Step of Proposed Restructuring
6
WSSA
OWHL Group
58%
Free Float
(BDR in Brazil)
42%
WSL
Downstream
merger of WSL
into WSSA and
discontinuation of
WSL in Bermuda
International
Brazil
WSSA
(Novo Mercado)
OWHL Group
58%
Free Float
(BDR in Brazil)
International
Brazil
Free Float
(Brazilian Shares)
42%
Listing of WSSA
in Brazil, and
cancellation of
WSL listing and
BDR programme
Downstream Merger of WSL into WSSA1 WSSA Listing in Brazil and Cancellation of BDR Programme2
BDR
Potential Liquidity Increase
7
By matching the share turnover of its peers Wilson Sons has the potential to considerably increase its stock liquidity.
Note: (1) Share turnover pre-announcement of the restructuring proposal (2) source: FactSet (as of 24 June 2021 (3) Average Daily Trading Volume.
Wilson Sons2
Current Share
Turnover
Sensitivity of WSON potential ADTV(3) based on peers’ share turnover
(considers current share turnover of Brazilian peers)
Wilson Sons is likely to increase its shareholder base by accessing several
institutional investors that are currently restricted to invest in BDRs
Wilson Sons1
Share
Turnover on
21 May 2021
1,913,37
13,66
26,32
0,12% 0,17%
0,68%
1,31%
21 May 2021 Current WS ADTV @Peer 1 Level WS ADTV @Peer 2 Level
WS Potential ADTV based on peers' turnover (30-day; R$M)
Peers' Share Turnover (ADTV as % of Free Float)
8
Indicative TimelineThe completion of the proposed restructuring is contingent upon corporate and regulatory approvals.
2021
MAY
▪ Board approval of proposed
restructuring (21/5)
▪ Market announcement (23/5)
SEPTEMBER/OCTOBER
▪ WSSA registration on CVM and B3
▪ Restructuring approval at SGM
▪ Merger of WSL into WSSA
▪ WSSA starts trading on B3’s Novo
Mercado
▪ Cancellation of BDR programme
▪ WSL discontinuation in Bermuda
▪ 1st filing of WSSA registration on
CVM and B3
▪ Approval of restructuring request
with Bermudan Ministry of Finance
JULY
Wilson Sons Overview
Wilson Sons at a Glance
10
Largest integrated provider of port and maritime logistics in Brazil.
Note: (1) Pro Forma, which includes 50% of the results from the Offshore Support Vessel joint venture and intercompany results, namely Wilson Sons Ultratug Offshore.
Comprehensive
Solutions to Support
Brazilian Trade Flow
and O&G Industry
SHIPPING AGENCY
2 LOGISTICS CENTRES INTERNATIONAL LOGISTICS
23 OFFSHORE VESSELS
2 OFFSHORE BASES
2 SHIPYARDS
80 TUGBOATS2 CONTAINER TERMINALS
183 yearsPort & Maritime Expertise
+R$ 2.1 billion (US$ 413.6M)2020 Revenue(1)
R$ 890.4M (US$ 172.8M)2020 EBITDA(1)
41.8%2020 EBITDA Margin(1)
+4,500 employees(1)
+30,000 shipsServed Annually
+1,000,000 TEUHandled Annually
World-Class Safety
High Governance
Standards
Amazon River
Relevant
Nationwide
Footprint
Container TerminalsTwo container terminals with premium infrastructure and strategically positioned in highly attractive markets.
Rio Grande Terminal Salvador TerminalUS$132M
Net Revenues (FY20)
1.0M TEUHandled (FY20)
2.0M TEU/yearHandling Capacity
11
Towage
12
Largest towage operator in Brazil with leading position in all major ports.
US$174MNet Revenues (FY20)
80 Tugboats
Monitored 24/752,873
Harbour Manoeuvres (FY20)
Over 30 ports and
terminals covered
Amazon river
Operational Optimisation
(Fuel and Chartering)
Increased Safety to our
Fleet and Clients
Towage Operations Centre
Compelling Business Dynamics
13
Attractive Business Drivers
(Trade Flow and O&G)
Long-Term Assets and
Stable Returns
Resilient Financial
Performance with
US$-Denominated Cash
Generation
Sustainable Shareholder
Remuneration
High Governance
Standards &
World-Class Safety
1• Potential for Brazil to match LatAm countries to increase international trade flow and containerisation.
• Brazil to become one of the most attractive offshore plays globally: recent pre-salt auctions and one of the world’s
most competitive oil breakeven costs.
2
3
4
5
• Renewed container terminal concessions and leading position in towage and offshore support segments.
• Relevant nationwide footprint in highly attractive markets.
• Proven resiliency across cycles: solid financial performance through last economic crisis.
• Naturally hedged business: US$-denominated net cash generation.
• Consistent shareholder remuneration over the last 6 years with >5.0% dividend yield.
• World-class safety with a lost-time injury frequency rate of 0.42, below the international benchmark of 0.50 (91%
reduction between 2011 and 2020).
• High level of corporate governance.
• Continuous improvements in ESG practices.
Company Innovation Strategy
Innovation Strategy
15
Value Creation Through the Implementation of Innovation.
Technology Driving Competitive Advantage and Sustainable Growth
TECHNOLOGY
COMPANY STRATEGY
PROMOTE DIGITAL
CULTURE
& INNOVATION
ECOSYSTEM
Innovation and digital
transformation as
strategic goals
OPTIMISE THE CORE
BUSINESS
& DRIVE INTERNAL
EFFICIENCY
Open innovation and
digital transformation of
core business
OFFER NEW DIGITAL
SOLUTIONS
& REVENUE STREAMS
Connect our data and
expertise with pioneering
technologies
SYSTEMATIC MONITORING OF WORLD MARITIME PORT TRENDS
16
Leveraging our Tugs as
Data Mining AssetsDatabases & KPIs
Real-Time Monitoring & Alerts
Predictions & Optimisations
Increase
Safety
Improve
Environmental Indices
Optimise Resources
Streamline Operations
Maximise
Asset Utilisation
Financial & Operational Highlights
Financial Highlights
18
Resilient long-term financial performance, with well-balanced business portfolio and natural currency hedge.
Note: (1) Excluding non-transactional corporate recharge.
Pro Forma Net Revenue
R$M
Pro Forma EBITDA
R$M
Estimated Revenue and Costs by Currency
Pro Forma; at Dec-2020
285 299428 372
558 534 551 586 554730
161 239
21 33
54 95
135 126 116 92 134
160
3836
306 332
482 467
694 661 666 678 688
890
199
275
-100
100
300
500
700
900
1.1 00
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 1Q20 1Q21
IFRS Offshore Vessels (50% JV)
1.309 1.2471.546 1.486
1.682 1.585 1.584 1.678 1.6021.816
406 507
78 96
127 184236
245 234 214 259
313
7281
1.387 1.343
1.674 1.6701.918 1.831 1.818 1.892 1.861
2.128
478 588
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 1Q20 1Q21
IFRS Offshore Vessels (50% JV)
46%
83%
-9%
54%
17%
109%
Revenues
Costs⁽¹⁾
EBITDA
R$ Denominated US$ Denominated
1. Considers Petrol & Oil as
a US$-denominated cost.
21.1% 23.4% 24.7% 28.8% 28.1% 35.9% 36.2% 36.6% 35.8% 36.5% 41.8%
EBITDA Margin
Pro Forma Net Revenue and EBITDA(1) by Business Segment
%; at Dec-2020
45%
36%
17%
2%
Towage
ContainerTerminals
Offshore Vessels(50% JV)
Others
R$737.4M
42%
32%
15%
11%
R$1.8Bi
Net Revenue EBITDA
CAGR10-20: 16%
Distribution to Shareholders paid in reference to the result of the previous year(2)
US$M
Capex & Dividends
19
Attractive and competitive dividend yield levels.
Notes: (1) From 2012 the offshore support vessel jv capex is not consolidated for IFRS. (2) 2021 Dividend Yield considers the share price at 26-April-21.
Capital Expenditures - Pro Forma(1)
US$M
2759 70
116 128
227
129 137111
70102
55 6289
62
40 24
3339
36
56 49
15
4823
8 13
6
842
99 94
150167
263
184 186
126 118 125
6375
95
71
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Offshore Vessels (50% JV)
Wilson Sons (IFRS)
7,6 8,0
16,0 16,0
22,6
18,1 18,1 18,1
27,029,0
35,6 36,938,5 38,5 38,7 38,8
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
CAGR06-21: 11.5%
1.7% 3.3% 2.7% 1.3% 1.6% 2.0% 2.5% 4.4% 5.7% 4.8% 4.7% 5.2% 3.3% 7.4% 5.9%Dividend
Yield (%)
Financial & Operational Highlights
20
Resilient financial and operational results in the first quarter of 2021
Pro Forma Net Revenue
R$M
Pro Forma EBITDA
R$M
161239
38
36199
275
0
100
200
300
400
500
600
1Q20 1Q21
IFRS Offshore Vessels (50% JV)
406507
72
81478
588
1Q20 1Q21
IFRS Offshore Vessels (50% JV)
41.6% 46.8%EBITDA Margin
+22.9%
+38.1%%
Operational Results
2Q21 2Q20 % 6M21 6M20 %
Container Terminals(1)
('000 TEU)
Exports 78.3 74.9 4.5% 153.4 152.8 0.4%
Imports 38.8 28.4 36.8% 83.5 65.7 27.0%
Cabotage 30.9 27.9 10.8% 61.2 56 9.3%
Transshipment & Shifting* 51.9 24.4 112.7% 85.5 51.3 66.6%
Others 80.8 84.5 (4.4)% 155 158.2 (2.0)%
Total 280.7 240.1 16.9% 538.6 484 11.3%
Towage
Manoeuvre (#) 13,753 12,636 8.8% 26,957 25,175 7.1%
Offshore JV (100%)
Operating Days (#) 1,326 1,226 8.2% 2,573 2,553 0.8%
(1) Tecon Rio Grande, Tecon Salvador e Tecon Santa Clara
