DP Eurasia N.V.
Dominos Pizza

Investor RelatIons

Investor RelatIons

This year, we reflect on the serious challenges and uncertainty our business and our colleagues have faced but also on another year of strong performance, despite this challenging environment. The Board is committed to keep the focus on developing the business by continuing to invest in people, technology and products.

Financial results

The strength of our business model and the Domino’s brand underpins our resilient financial results in 2021. Group revenue is up by 46.9% and system sales are up 51.5%, driven by like-for-like growth and store openings.

Adjusted EBITDA increased by 58.5% to TRY 208.4 million (2021: TRY 131.5 million). The Group has a strong liquidity position of TRY 200 million cash on hand including a promissory note in Sberbank and additional available bank lines of TRY 186 million as at 31 December 2021. A net 38 stores were added to the Group in the year, with a record 39 opening in Turkey, the highest since 2014. The total number of stores in the Group now stands at 809.

Our focus

Innovation, in respect of both our products and technology, continues to be the main driver of our strong performance with significant revenue increases in both of our markets. Online ordering as a percentage of delivery has now reached 80%. In 2021 the Group remained focused on maintaining Domino’s unique local cultural elements in food and integrating them with new technology-driven business needs. DP Eurasia continues to make a difference through its mission to become a tech company selling pizza.

Corporate governance

As a Board, we have had to hold all our meetings virtually since March 2020. The executive team have kept us well informed of developments within each of the Group’s markets and operating businesses with regular video conference calls. We are planning to resume physical meetings as soon as possible subject to local restrictions.

We continue to strive for transparency for shareholders and other stakeholders, with a view to maintaining and enhancing our corporate culture and governance framework. The corporate governance report set out on pages 70 to 81 provides details on how we are continuing to foster an environment of entrepreneurial leadership and innovation in a framework of responsible governance and risk management.

Change of major shareholder

In March 2021, the sale was completed pursuant to which Turkish Private Equity Fund II L.P. sold its (at that time) 32.81% shareholding in the Company to Jubilant FoodWorks Limited together with its wholly owned subsidiary Jubilant FoodWorks Netherlands B.V. Jubilant FoodWorks Limited is the master franchisee of Domino’s Pizza in India, Sri Lanka, Bangladesh and Nepal.

Following completion of the sale in March and pursuant to the relationship agreement between the Company and Fides Food Systems Coöperatief U.A., the General Meeting appointed Mr Shyam S. Bhartia, Mr Hari S. Bhartia and Mr Pratik R. Pota as Non-Executive Directors at the Extraordinary General Meeting held in April 2021.

Minority shareholder protection

An independent committee, comprising David Adams and myself, also addressed certain concerns of shareholders communicated during Jubilant’s recent reverse bookbuild process in October 2021. As a result of shareholder feedback during that process, it had become clear that the UK Takeover Code and the Dutch takeover rules were no longer applying to the Company, as a consequence of Brexit. This was a situation that had to be urgently addressed. The Board has therefore unanimously proposed additional takeover protection for minority shareholders.

As a temporary measure, the Company has entered into an amendment to the existing relationship agreement (the "Relationship Agreement"). Under the Relationship Agreement, Fides or a nominee in its group must (subject to certain exceptions) launch a takeover offer for all of the issued share capital of the Company if it, its affiliates or such persons acting in concert with it, own shares resulting in their aggregate holding being 50% or more of the Company’s issued share capital. As a longer-term measure, the Company has convened a General Meeting for 13 April 2022, at which it will propose that such shareholder protection is embedded in the Articles.

Changes to the Board

We also welcomed Mr David Adams as an independent Non-Executive Director, who was also appointed at the EGM in April. He took over the roles of Mr Tom Singer who stepped down from his roles as Senior Independent Director, Audit Committee Chairman and Remuneration Committee Chairman as of the AGM 2021. I would like to take this opportunity to thank Tom for all his hard work and wise counsel over the four years he has been on the Board of the Company. He has been a very supportive member of the Board and has provided significant direction to the executive team through his chairmanship of both the Audit and Remuneration Committees.

People

These results are a tribute to the ongoing dedication and commitment of Aslan and his teams during the past year and, especially, managing the business so well through the COVID-19 period. I would like to thank Aslan and all of our employees and franchisees for their valuable contribution and determination to succeed.

Situation regarding Russia

As announced earlier, the Board is shocked and saddened by the conflict and the effect it has had on all of the innocent civilians across the region. The safety and welfare of all of the employees, franchisees and customers remains a primary priority. The Board will continue to monitor and review the rapidly developing geopolitical situation.

Outlook

The Board has been closely monitoring the Group’s strategy as well as the financial and operational performance throughout the year.

We believe that with a sound management team and with committed franchisees, the Group is in a solid position to continue its growth strategy. We thank you for your trust and commitment in the months and years ahead.

Peter Williams

Chairman