Vaisala Oyj

Annual Report (ESEF) • Feb 29, 2024

Untitled Financial statements & Board of Directors’ Report Annual Report 2023 This Board of Directors’ report and financial statements are a non-official and translated version from Vaisala’s official financial statements and Board of Directors’ report in accordance with ESEF regulations. 98 Key gure graphs 99 Board of Directors’ Report 110 Key gures 112 Calculation of key gures 113 Financial statements 2023 179 Auditor’s report Key figure graphs 42% Industrial Measurements 227.3 MEUR 58% Weather and Environment 313.1 MEUR NET SALES BY BUSINESS AREA 2023 42% Industrial Measurements 227.3 MEUR 58% Weather and Environment 313.1 MEUR NET SALES BY BUSINESS AREA 2023 42% Industrial Measurements 227.3 MEUR 58% Weather and Environment 313.1 MEUR NET SALES BY BUSINESS AREA 2023 Americas: North and South America APAC: Asia Pacic EMEA: Europe, Middle-East, and Africa 37% Americas 200.4 MEUR 30% APAC 160.2 MEUR 33% EMEA 179.8 MEUR NET SALES BY REGION 2023 Americas: North and South America APAC: Asia Pacic EMEA: Europe, Middle-East, and Africa 37% Americas 200.4 MEUR 30% APAC 160.2 MEUR 33% EMEA 179.8 MEUR NET SALES BY REGION 2023 Americas: North and South America APAC: Asia Pacic EMEA: Europe, Middle-East, and Africa 37% Americas 200.4 MEUR 30% APAC 160.2 MEUR 33% EMEA 179.8 MEUR NET SALES BY REGION 2023 2019 2020 600 500 400 300 200 100 0 2021 2022 2023 NET SALES, MEUR 403.6 379.5 437.9 514.2 540.4 600 500 400 300 200 100 0 2019 2020 2021 2022 2023 ORDERS RECEIVED, MEUR 419.4 382.8 455.2 500.8 528.1 70 60 50 40 30 20 10 0 2019 2020 2021 2022 2023 OPERATING RESULT (EBIT), MEUR 41.1 44.8 50.1 62.5 66.6 200 160 120 80 40 0 2019 2020 2021 2022 2023 ORDER BOOK, MEUR 139.0 137.8 160.0 154.6 172.5 14 12 10 8 6 4 2 0 2019 2020 2021 2022 2023 R&D COSTS % OF NET SALES 13.1 14.0 12.6 12.1 12.5 2019 2020 2021 2022 2023 EMPLOYEES AT YEAR-END 2,400 2,000 1,600 1,200 800 400 0 1,837 1,939 1,979 2,235 2,314 * Number of employees includes persons in long-time absence as of January 1, 2021. Comparison period 2020 has been adjusted accordingly. 98 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Board of Directors’ Report 2023 The global turbulence that marked 2022 continued in 2023. The environment included uncertainty for Vaisala, its customers, and the economy in general. This was especially visible in Industrial Measurements business. Nevertheless, Vaisala showed resilience and adapted well in a fast changing and unpredictable environment. In 2023, Vaisala’s net sales grew by 5% and were EUR 540.4 (514.2) million. In constant currencies, net sales increased by 8%. Operating result increased to EUR 66.6 (62.5) million and was 12.3 (12.2) % of net sales. The company continued IT system renewal and long-term investments in R&D as well as in sales and marketing. The new company-wide ERP system with related systems went live at the beginning of 2024. Earnings per share was EUR 1.35 (1.24). Financial position remained strong. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.75 (0.72) per share be paid out of distributable earnings totaling EUR 27.2 (26.1) million. Main key figures EUR million 2023 2022 2021 Net sales 540.4 514.2 437.9 Gross profit, % 55.8 54.8 55.2 Operating result 66.6 62.5 50.1 % of net sales 12.3 12.2 11.5 Result for the financial year 48.9 45.1 39.5 Earnings per share, EUR 1.35 1.24 1.08 Order book at the end of the financial year 172.5 154.6 160.0 Return on equity, % 18.9 18.7 18.1 Solvency ratio, % 61.3 58.1 57.2 Net debt -28.2 7.9 -27.7 Gearing, % -10.5 3.2 -12.0 Net working capital 72.9 82.4 44.5 Capital expenditure 13.9 13.7 19.2 Cash flow from operating activities 83.8 29.8 80.0 Research and development costs 67.7 62.4 55.3 % of net sales 12.5 12.1 12.6 Average personnel 2,327 2,141 1,967 Calculation of key figures is presented after the Board of Directors’ Report. As of the beginning of 2023, Weather and Environment business area’s subscription business has been excluded from orders received and order book. Year 2022 has been reported accordingly. Orders received and order book EUR million 2023 2022 Change FX Orders received 528.1 500.8 5% 8% Order book, end of period 172.5 154.6 12% * Change with comparable exchange rates In 2023, orders received increased by 5% compared to previous year and totaled EUR 528.1 (500.8) million. Orders received grew very strongly in Weather and Environment business area but decreased in Industrial Measurements business area. Orders received grew very strongly in aviation, roads and automotive, as well as in power and energy market segments, whereas in life science market segment orders received decreased strongly. Orders received included approximately EUR 20 million airport surface observation system order for Kuwait International airport. At the end of 2023, order book was all-time high and amounted to EUR 172.5 (154.6) million and increased by 12% compared to previous year. Order book increased very strongly in Weather and Environment business area but decreased very strongly in Industrial Measurements business area. EUR 127.7 (126.8) million of the order book is scheduled to be delivered in 2024. Financial review 2023 99 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Financial performance EUR million 2023 2022 Change FX Net sales 540.4 514.2 5% 8% Product sales 397.7 375.5 6% Project sales 69.5 73.5 -5% Service sales 38.9 35.0 11% Subscription sales 32.5 28.4 14% Lease income 1.8 1.7 10% Gross margin, % 55.8 54.8 Operating result 66.6 62.5 % of net sales 12.3 12.2 R&D costs 67.7 62.4 8% Amortization 8.1 8.2 * Amortization of intangible assets related to the acquired businesses ** Change with comparable exchange rates In 2023, net sales increased by 5% compared to previous year and were EUR 540.4 (514.2) million. In constant currencies, net sales increased by 8%. Operations outside Finland accounted for 98 (98) % of net sales. Net sales grew in Weather and Environment business area and were at previous year’s level in Industrial Measurements business area. Net sales increased very strongly in roads and automotive, renewable energy, as well as in power and energy market segments, but net sales decreased in life science market segment. Gross margin improved to 55.8 (54.8) %. Additional costs related to component spot purchases had a 0.7 (2.7) percentage point negative impact on gross margin. In 2023, operating result increased from previous year following net sales growth and improved gross margin and totaled EUR 66.6 (62.5) million, 12.3 (12.2) % of net sales. Operating expenses increased due to investments in sales and marketing as well as in R&D and IT system renewal. In 2023, financial income and expenses were EUR -3.7 (-3.1) million. This was mainly a result of valuation of foreign currency denominated items, currency hedging and interest expenses. Income taxes decreased somewhat from previous year and were EUR 14.2 (14.5) million and effective tax rate was 22.5 (24.4) %. Result before taxes was EUR 63.1 (59.6) million and result for the period EUR 48.9 (45.1) million. Earnings per share was EUR 1.35 (1.24). Statement of financial position and cash flow Vaisala’s financial position remained strong in 2023. At the end of December, statement of financial position totaled EUR 442.8 (439.2) million. Net debt amounted to EUR -28.2 (7.9) million. Cash and cash equivalents totaled EUR 90.3 (55.5) million. Dividend payment, decided by the Annual General Meeting on March 28, 2023, totaled EUR 26.1 million. On December 31, 2023, Vaisala had interest-bearing borrowings totaling EUR 50.0 (52.5) million, which related to an unsecured term loan due in 2026. The loan has a financial covenant (gearing) tested semi-annually. On December 31, 2023, Vaisala was in compliance with the covenant. Vaisala had not issued any domestic commercial papers on December 31, 2023 (EUR 12.5 million). Vaisala has also a EUR 50 million committed revolving credit facility, which was undrawn on December 31, 2023, as at the end of 2022. In addition, interest-bearing lease liabilities totaled EUR 12.1 (10.9) million. In 2023, cash flow from operating activities increased to EUR 83.8 (29.8) million. Change in net working capital was EUR 9.5 (-38.0) million and this was mainly a result of decrease in trade receivables. Capital expenditure In 2023, capital expenditure in intangible assets and property, plant, and equipment totaled EUR 13.9 (13.7) million. Capital expenditure was mainly related to investments in machinery and equipment to develop and maintain Vaisala’s production, R&D, and service operations as well as facilities. Depreciation, amortization, and impairment were EUR 24.3 (23.6) million. This included EUR 8.1 (8.2) million of amortization of identified intangible assets related to the acquired businesses. Research and development Product and technology leadership from sensors to digital solutions is the very core of Vaisala. Vaisala’s measurement solutions are based on a thorough understanding of its customers’ needs in diverse applications from meteorology and renewable energy to industrial processes and life science. Vaisala continuously collaborates with its customers and partners to meet their measurement requirements and enable climate action. In addition to its own research and development work, scientific collaboration strengthens the company’s position as an industry pioneer and an innovative technology leader. To develop its technology leadership position, Vaisala invests strongly in its growth markets and makes significant investments into research and development. In 2023, Vaisala’s research and development costs were EUR 67.7 (62.4) million, 12.5 (12.1) % of net sales. Research and development costs include both development of new products as well as maintenance and further development of services and existing products. Research and development costs are recognized as costs in the financial year in which they incur, except for machinery and equipment acquired for research and development purposes, which are capitalized and depreciated on a straight-line basis. More information on accounting principles is available in Consolidated Financial Statements note 8. Research and development expenditure. Further information about major product launches in 2023 is presented in the chapter Strategy and its implementation in 2023 in this Board of Directors’ Report. 100 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Personnel The average number of personnel employed in 2023 was 2,327 (2,141). At the end of 2023, the number of employees was 2,314 (2,235). 77 (77) % of employees were located in EMEA, 16 (16) % in Americas and 7 (8) % in APAC. 66 (66) % of employees were based in Finland. Number of employees by region Dec 31, 2023 Dec 31, 2022 Change Americas 360 350 10 APAC 167 173 -6 EMEA (excluding Finland) 254 237 17 Finland 1,533 1,475 58 Total 2,314 2,235 79 Number of employees by function Dec 31, 2023 Dec 31, 2022 Change Sales and marketing 442 431 11 R&D 647 637 10 Operations 566 567 -1 Services 390 350 40 Administration 269 250 19 Total 2,314 2,235 79 Increase in number of employees reflects business growth. Services personnel increased partly due to internal transfers from a subunit to another. In November 2023, Weather and Environment business area in Finland started change negotiations to reshape the operations and organization. The changes support the execution of Weather and Environment business area’s strategy and performance priorities. The negotiations resulted in reduction of 15 people’s employment. In January–December 2023, personnel expenses totaled EUR 210.9 (190.4) million. Vaisala has share-based incentive plans that are targeted to its key employees. In 2023, expenses related to share-based incentive plans totaled EUR 3.4 (4.0) million. Further information about share-based incentive plans is available in Consolidated Financial Statements note 7. Share-based payments. 2023 review by business area Industrial Measurements business area EUR million 2023 2022 Change FX Orders received 222.4 234.2 -5% -1% Order book, end of period 35.2 41.8 -16% Net sales 227.3 225.6 1% 5% Product sales 207.4 208.1 0% Service sales 19.9 17.5 14% Gross margin, % 61.8 61.9 Operating result 45.2 51.5 % of net sales 19.9 22.8 R&D costs 25.9 25.3 3% Amortization 1.7 1.7 * Amortization of intangible assets related to the acquired businesses ** Change with comparable exchange rates Industrial Measurements business area’s 2023 orders received decreased by 5% compared to previous year and totaled EUR 222.4 (234.2) million. Orders received decreased strongly in life science and somewhat in industrial instruments market segment. Orders received increased very strongly in power and energy market segment and somewhat in liquid measurements market segment. At the end of 2023, Industrial Measurements business area’s order book amounted to EUR 35.2 (41.8) million and decreased by 16% compared to previous year. EUR 31.6 (39.0) million of the order book is scheduled to be delivered in 2024. Order book decreased in life science and industrial instruments market segments. Order book for power and energy and well as in liquid measurements market segments was at previous year’s level. In 2023, net sales were at previous year’s level and totaled EUR 227.3 (225.6) million. In constant currencies, net sales increased by 5%. Net sales grew strongly in power and energy market segment and were flat in industrial instruments and liquid measurements market segments. Net sales in life science market segment decreased compared to previous year. Gross margin was at previous year’s level 61.8 (61.9) %. Additional costs related to component spot purchases had a 1.0 (3.6) percentage point negative impact on gross margin. Price pressure especially in China burdened gross margin. Industrial Measurements business area’s 2023 operating result decreased compared to previous year following increase in operating expenses and totaled EUR 45.2 (51.5) million, 19.9 (22.8) % of net sales. Operating expenses increased due to investments in sales and marketing as well as in R&D and IT system renewal. 101 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Weather and Environment business area EUR million 2023 2022 Change FX Orders received 305.8 266.6 15% 16% Order book, end of period 137.3 112.8 22% Net sales 313.1 288.6 8% 10% Product sales 190.3 167.4 14% Project sales 69.5 73.5 -5% Service sales 19.0 17.5 8% Subscription sales 32.5 28.4 14% Lease income 1.8 1.7 10% Gross margin, % 51.5 49.3 Operating result 21.1 11.1 of net sales, % 6.7 3.8 R&D costs 41.8 37.2 12% Amortization 6.4 6.6 * Amortization of intangible assets related to the acquired businesses ** Change with comparable exchange rates Weather and Environment business area’s 2023 orders received increased by 15% compared to previous year and totaled EUR 305.8 (266.6) million. Orders received grew very strongly in aviation as well as in roads and automotive market segments, whereas orders received in meteorology and renewable energy market segments were at previous year’s level. Orders received included approximately EUR 20 million airport surface observation system order for Kuwait International airport. At the end of December 2023, Weather and Environment business area’s order book amounted to EUR 137.3 (112.8) million and increased by 22% compared to previous year. EUR 96.1 (87.8) million of the order book is scheduled to be delivered in 2024. Order book increased in aviation market segment but decreased in all other market segments. In 2023, net sales increased by 8% compared to previous year and were EUR 313.1 (288.6) million. In constant currencies, net sales increased by 10%. Net sales grew very strongly in roads and automotive as well as in renewable energy market segments and were at previous year’s level in meteorology and aviation market segments. Gross margin improved compared to previous year and was 51.5 (49.3) %. Additional costs related to component spot purchases had a 0.5 (1.9) percentage point negative impact on gross margin. Higher share of more profitable product and subscription sales improved gross margin. In addition, gross margin improved in more mature market of weather systems. Weather and Environment business area’s 2023 operating result increased compared to previous year following growth in net sales and improved gross margin and totaled EUR 21.1 (11.1) million, 6.7 (3.8) % of net sales. Operating expenses increased due to investments in sales and marketing as well as in R&D and IT system renewal. Strategy and its implementation in 2023 Vaisala’s strategy for 2022–2024 focuses on sustainable growth and innovation. With climate action and technology leadership at its core, the company refined its purpose and strategic priorities during 2023. Vaisala adjusted its purpose to bring a stronger emphasis on our active role in enabling data-driven climate action. The company’s new purpose is Taking every measure for the planet. The purpose was updated to communicate how our measurement technologies provide customers with relevant data to improve their operations and create a positive climate impact, and to show our full commitment to sustainability. At the center of the strategy are four success drivers: deep customer understanding and application know-how; product and technology leadership from sensors to digital solutions; excellence in supply chain; and purpose-driven culture and talent. To complement the success drivers of its current strategy, the company identified four strategic priorities for execution. Vaisala continues its growth in industrial measurements with breakthrough technologies, grows by expanding in energy transition as well as building recurring revenue in data business, drives profitability as a global leader in weather systems, and simplifies and scales its operations for greater impact and efficiency. The strategy is implemented by managing different types of businesses in a different way by focusing on profitability and/or growth. Vaisala has integrated the United Nation’s Sustainable Development Goals (SDGs) both to its strategic planning and to the development of new products for climate action. In 2023, the company finalized its near-term science-based targets to reduce greenhouse gas emissions by 2030. Vaisala submitted its targets for validation by the Science-Based Targets initiative (SBTi) in September, and the targets are expected to be approved in early 2024. 102 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Industrial Measurements business area Industrial Measurements business area drives profitable growth in industrial measurements with breakthrough technologies and by expanding in energy transition. In 2023, business area had a slight growth in a challenging market environment. Net sales growth in power and energy market segment was very strong, while net sales in life science market segment decreased compared to previous year. In the beginning of 2023, Industrial Measurements business area launched a new optical inline process refractometer series Polaris™, a pioneering solution for industrial liquid measurements. It is built on the proven measurement principle and core technology providing accurate, stable, and reliable measurements for customers in pulp, food and beverage, chemical, sugar, semiconductor, life science and various other industries. The business area added portability to its Indigo product family with the Indigo80 handheld indicator, which allows its customers to use our Indigo compatible probes in different settings and applications. Along with a handheld indicator, Industrial Measurements business area launched two new probes: a humidity and temperature probe as well as a dew point and temperature probe. These probes and designed especially for portable use and to be hold in hand, and they operate seamlessly with the handheld indicator. Industrial Measurements business area completed its Indigo product family with the launch of new industrial transmitter Indigo300, a part of innovative Indigo modular product line. This compact and robust transmitter offers user friendly experience to various industrial customers looking for the best measurement accuracy, clear and simple user interface together with solid housing. In addition, Industrial Measurements business area responded to the growing demand for energy efficiency and sustainability in buildings by launching the new Vaisala GMD110 carbon dioxide transmitter. It supports precise and reliable controls of HVAC systems even in demanding conditions or sites. Weather and Environment business area Weather and Environment business area’s strategy is to seek growth by expanding in energy transition as well as in subscription-based data and software business. In the more mature market of weather systems, the business area seeks to drive profitability as a global market leader. In 2023, the business area significantly improved the profitability of the business in the more mature market of weather systems such as in meteorology and aviation. The net sales growth of both renewable energy and subscription sales continued very strong. During 2023, Weather and Environment business area launched the new Vaisala Radiosonde RS41 E-models, which introduce new biodegradable materials and 66% less plastic. The business area also launched DIAL Atmospheric Profiler DA10, which is the industry’s first atmospheric profiler with continuous and autonomous water vapor monitoring solution. This new profiler provides meteorologists and forecasters with 24/7 monitoring of atmospheric moisture for improved severe weather warnings. Weather and Environment business area launched a new digital receiver and signal processor RVP10, which provides unmatched meteorological data for ultimate situational awareness. The new RVP10 offers exceptional and future-proof weather radar signal processing for both new deliveries and upgrading existing weather radar networks. The business area also launched the most comprehensive weather station for the renewable energy industry, Automatic Weather Station AWS810 Solar Edition. This new weather station helps solar power plant operators optimize their efficiency and performance. In addition, the business area launched a new Beam Weather Station BWS500, which is a flexible and robust monitoring station for hyperlocal weather and air quality measurement needs. This new weather station is designed as a turnkey monitoring station that provides access to reliable information on multiple parameters, including for instance on current weather conditions, air pollutants, visibility, as well as road condition and temperature. With its affordable price and compact size, it allows for customers to deploy effectively denser observation networks, which support the needs for increasing capabilities to understand weather and optimize processes accordingly. During the year, Vaisala Xweather launched Wx Beacon solution with AtmoCast and new TempCast sensors delivering the most accurate hyperlocal weather forecast for optimizing for instance district heating. In addition, Vaisala Xweather launched Xweather Insight platform with Observe, Protect and Explore modules, which help weather dependent customers to protect people and assets such as buildings, wind turbines and power grids, and to optimize their business. Vaisala Xweather also introduced new self-serve subscription data sets and mapping APIs for air quality, lightning, maritime, renewable energy, and road weather. Production Vaisala's Operations organization sources, manufactures, and ships all Vaisala’s products for both business areas and develops Vaisala Production System. In 2023, Operations remained committed to serving Vaisala’s customers with fast and reliable deliveries. The market situation allowed Vaisala to procure components from its suppliers on time, which reduced the need for spot purchases compared to previous year. Operations continued to develop its Smart Factory concept. In the Vantaa factory, Operations added new collaborative and mobile robots, deployed mistake- proof pick-to-light solutions, and enhanced automation. Operations also established new automated calibration, configuration, and testing stations, making them more scalable. In 2023, a new 500-square-meter cleanroom for sensor assembly was built in Vantaa. The new facility allows Vaisala to enhance both capacity and quality. Process development During a couple of past years, Vaisala has invested in the development and implementation of new ERP system. The new ERP system with related 103 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials systems went live at the beginning of 2024. In addition, the company started preparations for corporate sustainability reporting (CSRD, Corporate Sustainability Reporting Directive), which will be in effect 2024 onwards. Long-term financial targets Vaisala's long-term target is to achieve an average annual net sales growth of 7% and an operating result margin (EBIT) of 15% during the strategy period. Vaisala does not consider the long-term financial targets as market guidance for any given year. Risk management The objective of Vaisala’s risk management is to identify and manage material risks related to strategy implementation and business operations. Vaisala’s Risk Management Policy, approved by the Board of Directors, aims to ensure the safety of the company’s employees, operations, and products as well as the continuity and compliance of business operations. The Board of Directors defines and approves risk management principles and assesses the effectiveness of risk management. The Audit Committee reviews compliance with Risk Management Policy and processes. Risk management is integrated into key business processes and operations by incorporating risk identification, assessment, management, and risk reporting actions into the core processes. The most significant risks are reported to the Vaisala Leadership Team quarterly and to the Audit Committee annually. Vaisala is exposed in its operations to strategic, hazard, operational, and financial risks, which may originate from the company’s own operations or changes in the business environment. If risks materialize, they may have negative impact on Vaisala’s business or financial position and thus, on company’s value. The most significant strategic risks for Vaisala are weakening of global economic situation, change in competitive situation, and instability of geopolitical situation. Vaisala’s wide product portfolio and geographical coverage decentralizes impact of risks on one customer segment. To maintain its competitiveness, Vaisala further develops the product portfolio and customer orientation, and manages pricing costs in line with the development of the business. Through scenario work Vaisala prepares for different alternatives and monitors changes in geopolitics and trade policies. The most significant hazard risks for the company are long disruption in cleanroom operation, severe field service employee accident caused by working conditions, and long disruption in radiosonde production. A long disruption of cleanroom operation would have a major impact on the delivery capability of both business areas. The company manages this risk with emergency stock of sensor components, management of production equipment and spare parts, and safety of facilities. Accidents caused by hazardous working conditions are prevented with continuous development of occupational safety, job hazard analysis, emergency procedures, and maintaining a tracking system for employees working in hazardous conditions. Vaisala prepares for risks caused by external events with geographic diversity of business and risk assessment of business opportunities. Vaisala is exposed to operational risks such as cyber risk and long unavailability of IT systems. Cyberattack may interrupt manufacturing or digital services, cause financial loss or loss of trade secrets or personal data. Vaisala maintains ISO 27000 compliant Information Security Management System (ISMS) and performs GDPR controls on regular basis. Long unavailability of IT systems may lead to interruptions in operations and manufacturing. Vaisala has an IT Disaster Recovery Plan as part of its Information Security Management System and manages risk with Change management process of systems, including impact assessments and formal approvals. The most essential financial risks for Vaisala are currency risk, interest rate risk, refinancing and liquidity risk as well as financial counterparty risk and trade receivables credit risk. Vaisala’s objective is to limit the impact of these risks on statement of income, statement of financial position and cash flow statement. Vaisala manages these financial risks among other with currency hedging, by maintaining sustainable capital structure and debt maturity profile, by securing committed credit facility, by requiring high credit rating from the counterparties, and by implementing credit check for its diverse customer pool. Further information about risk management and risks is available in the Annual Report’s sections Governance/Risk Management, in Consolidated Financial Statements note 19. Financial risk management, and on the company’s website at vaisala.com. Group structure Vaisala’s headquarters are located in Vantaa, Finland. On December 31, 2023, Vaisala had subsidiaries in Australia, Brazil, Canada, China, Finland, France, Germany, India, Japan, Kenya, Korea, Malaysia, Mexico, United Kingdom, and United States. The parent company has branches in Argentina and Colombia. In the United States, Whether of Knot LLC was merged into Vaisala Inc. On December 1, 2023. K-Patents (Shanghai) Co., Ltd. was liquidated during the year. 104 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Board of Directors The Annual General Meeting held on March 28, 2023, confirmed that the number of the Board members is eight. Members of the Board of Directors on December 31, 2023 • Ville Voipio, Chair • Raimo Voipio, Vice Chair • Petri Castrén • Antti Jääskeläinen • Petra Lundström • Jukka Rinnevaara • Kaarina Ståhlberg • Tuomas Syrjänen Leadership Team On May 6, 2023, Heli Lindfors started as Chief Financial Officer and member of the Vaisala Leadership Team. Vaisala’s Chief Sustainability and Strategy Officer Anne Jalkala was appointed member of the Vaisala Leadership Team as of May 5, 2023. They report to President and CEO Kai Öistämö. On December 31, 2023, Vaisala’s Leadership Team members were • Kai Öistämö, President and CEO, Chair of the Leadership Team • Anne Jalkala, Chief Sustainability and Strategy Officer • Sampsa Lahtinen, EVP, Industrial Measurements business area • Timo Leskinen, EVP, Human Resources • Heli Lindfors, CFO • Olli Nastamo, EVP, Operational Excellence • Vesa Pylvänäinen, EVP, Operations • Jarkko Sairanen, EVP, Weather and Environment business area • Katriina Vainio, EVP, Group General Counsel Annual General Meeting 2023 Vaisala Corporation’s Annual General Meeting was held on March 28, 2023. The meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period January 1–December 31, 2022. Dividend The Annual General Meeting decided a dividend of EUR 0.72 per share. The record date for the dividend payment was March 30, 2023, and the payment date was April 12, 2023. Board of Directors The Annual General Meeting confirmed that the number of Board members is eight. Petri Castrén, Antti Jääskeläinen, Petra Lundström, Jukka Rinnevaara, Kaarina Ståhlberg, Tuomas Syrjänen, Raimo Voipio and Ville Voipio will continue as members of the Board of Directors. The Annual General Meeting confirmed that the annual remuneration payable to the Chairman of the Board of Directors is EUR 55,000 and each Board member EUR 40,000 per year. Approximately 40% of the annual remuneration will be paid in Vaisala Corporation’s series A shares acquired from the market and the rest in cash. In addition, the Annual General Meeting confirmed that the meeting fee for the Chairman of the Audit Committee would be EUR 1,500 per attended meeting and EUR 1,000 for each member of the Audit Committee and Chairman and each member of the People and Sustainability Committee, the Nomination Committee and any other committee established by the Board of Directors for a term until the close of the Annual General Meeting in 2024. The meeting fees are paid in cash. Possible travel expenses are reimbursed according to the travel policy of the company. Auditor The Annual General Meeting elected PricewaterhouseCoopers Oy as the auditor of the company and APA Niina Vilske will act as the auditor with the principal responsibility. The Auditors are reimbursed according to invoice presented to the company. Proposal by the Board of Directors to amend the articles of association The Annual General Meeting resolved to amend the articles of association so that the § 6 of Articles of Association stipulates that the term of Board members from now on terminates on the closing of the first Annual General Meeting, and the number of board members is 6–9, and § 13 of Articles of Association stipulates that a general meeting can be organized without a meeting venue as a so-called remote meeting. Authorization for the directed repurchase of own series A shares The Annual General Meeting authorized the Board of Directors to resolve on the directed repurchase of a maximum of 800,000 of the company's own series A shares in one or more instalments by using company's unrestricted equity. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than September 28, 2024. Authorization on the issuance of the company's own series A shares The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 935,976 company's own series A shares. The issuance of own shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization entitles the issuance of treasury series A shares as a directed issue without payment as part of the company's share-based incentive plan. The subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The authorization is valid until September 28, 2024. The authorization for the company's incentive program shall however be valid until March 28, 2027. 105 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials The organizing meeting of the Board of Directors At its organizing meeting held after the Annual General Meeting the Board elected Ville Voipio as the Chair of the Board of Directors and Raimo Voipio as the Vice Chair. Kaarina Ståhlberg was elected as the Chair and Petri Castrén, Antti Jääskeläinen and Raimo Voipio as members of the Audit Committee. Ville Voipio was elected as the Chair and Petra Lundström, Jukka Rinnevaara and Tuomas Syrjänen as members of the People and Sustainability Committee. Ville Voipio was elected as the Chair and Petra Lundström, Kaarina Ståhlberg and Raimo Voipio as members of the Nomination Committee. The Chair and all members of the Audit Committee, People and Sustainability Committee as well as Nomination Committee are independent both of the company and of significant shareholders. Shares and shareholders Share capital and shares Vaisala’s share capital totaled EUR 7,660,808 on December 31, 2023. Vaisala has 36,436,728 shares, of which 6,731,092 are series K shares and 29,705,636 series A shares. Series A shares are listed on the Nasdaq Helsinki Ltd. The series K shares and series A shares are differentiated by the fact that each series K share entitles its owner to 20 votes at a General Meeting of Shareholders while each series A share entitles its owner to 1 vote. The series A shares represented 81.5% of the total number of shares and 18.1% of the total votes. The series K shares represented 18.5% of the total number of shares and 81.9% of the total votes. Trading and share price development In 2023, a total of 3,089,946 series A shares with a value totaling EUR 118.3 million were traded on the Nasdaq Helsinki Ltd. During the year, the share price increased by 1% while OMXHCAPPI index decreased by 5%. The closing price of the series A share on the Nasdaq Helsinki stock exchange was EUR 39.70. Shares registered a high of EUR 44.55 and a low of EUR 30.30. Volume-weighted average share price was EUR 38.28. The market value of series A shares on December 31, 2023, was EUR 1,172.0 million, excluding company’s treasury shares. Valuing the series K shares – which are not traded on the stock market – at the rate of the series A share’s closing price on the last trading day of December, the total market value of all the series A and series K shares together was EUR 1,439.2 million, excluding company’s treasury shares. Treasury shares In September 2023, a total of 500 of Vaisala’s Corporation’s treasury shares were conveyed without consideration to a person participating in the Restricted Share Unit Plan 2022–2026 under the terms and conditions of the plan. The directed share issue was based on an authorization given by the Annual General Meeting held on March 28, 2023. In May 2023, the Board of Directors decided to exercise the authorization of the 2023 Annual General Meeting to repurchase own series A shares. The repurchases started on May 10, 2023, and ended on June 15, 2023. During this period, Vaisala repurchased a total of 50,000 own series A shares for an average price of EUR 42.4587 per share. The shares were repurchased in public trading on Nasdaq Helsinki Ltd. at the market price prevailing at the time of purchase. The shares are planned to be used as a reward payment for Vaisala’s share-based incentive plans. In March 2023, a total of 72,511 of Vaisala Corporation's treasury shares were conveyed without consideration to the 43 key employees participating in the Performance Share Plan 2020–2022 under the terms and conditions of the plan. The directed share issue was based on an authorization given by the Annual General Meeting held on March 29, 2022. The total number of series A treasury shares on December 31, 2023, was 185,476, which represents 0.6% of series A shares and 0.5% of total shares. 106 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Major shareholders December 31, 2023 A shares K shares Total % of shares % of votes Novametor Oy 2,778,000 998,358 3,776,358 10.36 13.84 Finnish Academy of Science and Letters 82,164 1,757,760 1,839,924 5.05 21.44 Nordea Nordic Small Cap Fund 1,700,710 0 1,700,710 4.67 1.03 Weisell-säätiö 1,440,000 0 1,440,000 3.95 0.88 Voipio Mikko 666,000 602,312 1,268,312 3.48 7.74 Caspers Anja 406,560 562,936 969,496 2.66 7.10 Voipio Raimo 515,757 404,296 920,053 2.53 5.23 Ilmarinen Mutual Pension Insurance Company 889,275 0 889,275 2.44 0.54 Voipio Tauno 568,520 269,304 837,824 2.30 3.62 Mandatum Life Insurance Company Ltd. 405,024 274,800 679,824 1.87 3.59 Voipio Lauri 561,692 108,376 670,068 1.84 1.66 Voipio Riitta 561,692 108,376 670,068 1.84 1.66 Voipio Ville 398,187 119,712 517,899 1.42 1.70 Voipio Mari 414,486 96,712 511,198 1.40 1.43 Voipio Timo 391,484 119,712 511,196 1.40 1.70 Total 11,779,551 5,422,654 17,202,205 47.21 73.17 Nominee registered shares 7,811,848 0 7,811,848 21.43 4.75 * In addition to direct share ownership, Raimo Voipio’s controlled organization Imar Oy owned 56,000 series A shares. ** Includes 991,839 series A shares owned by Lannebo Fonder, which represented 2.72% of all shares and 0.60% of all votes (according to Lannebo’s notification). Ownership structure (series A and K shares) December 31, 2023 Shares % of shares Households 14,734,949 40.44 Nominee registered and outside Finland 7,862,005 21.58 Private companies 4,949,143 13.58 Financial and insurance institutions 3,717,656 10.20 Non-profit organizations 3,650,966 10.02 Public sector organizations 1,522,009 4.18 Total 36,436,728 100.00 107 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Ownership distribution (series A and K shares) December 31, 2023 Share- holders % of share- holders Shares % of shares 1–100 9,198 60.47 330,681 0.91 101–500 4,002 26.31 1,040,329 2.86 501–1,000 977 6.42 732,381 2.01 1,001–5,000 798 5.25 1,689,803 4.64 5,001–10,000 98 0.64 684,787 1.88 10,001–50,000 81 0.53 1,697,532 4.66 50,001–100,000 21 0.14 1,419,265 3.90 100,001–500,000 18 0.12 3,867,401 10.61 500,001– 17 0.11 24,974,549 68.54 Total 15,210 100.00 36,436,728 100.00 Nominee registered 9 Shareholders’ agreements The Board of Directors is not aware of any agreements concerning the ownership of the company’s shares and the use of their voting rights. Shareholding by the Board of Directors and the Leadership Team On December 31, 2023, the Board of Directors held and controlled 995,971 (992,647) series A shares. These shares accounted for 3.4 (3.3) % of series A shares and 2.7 (2.7) % of total shares. The number of series K shares held and controlled by the Board was 524,008 (524,008). Total votes attached to the series A and K shares held and controlled by the Board were 11,476,131 (11,427,807), which accounted for 7.0 (7.0) % of the total votes of all shares. On December 31, 2023, Kai Öistämö, the President and CEO, held and controlled 14,860 (6,000) series A shares but no series K shares. Other Leadership Team members held and controlled 133,161 (166,768) series A shares but no series K shares. Number of series A shares held and controlled by the Leadership Team members decreased compared to 2022 mainly due to change of CFO. Corporate Governance Statement includes more details on the shareholdings of the Board of Directors and the Leadership Team. Further information about Vaisala’s shares and shareholders are presented on the company’s website at vaisala.com/investors. Donations Vaisala continues its collaboration with the Colorado State University (CSU) in the US in the field of weather radars, among others. In 2023, Vaisala’s Board of Directors renewed the annual donation of USD 25,000 to the university for 2023–2025. Non-financial information Disclosure of non-financial information in accordance with Chapter 3 a of the Finnish Accounting Act is presented in the Sustainable business practices section as well as in the chapters Business model in Our business section, Dashboard and EU Taxonomy on Sustainable Finance in the Creating value section, and Risk management in the Governance section. The Sustainable business practices section includes information on environmental matters, social and employee matters, respecting human rights, as well as anti-corruption and anti-bribery compliance. EU sustainable finance taxonomy The indicators required by the EU Taxonomy Regulation are reported in the chapter EU sustainable finance taxonomy, located in the Creating value section of the Annual Report. Corporate Governance Statement Corporate Governance Statement will be published as a part of the Annual Report as well as a separate report on the company’s website at vaisala.com/investors. Remuneration Report Remuneration Report will be published as a part of the Annual Report as well as a separate report on the company’s website at vaisala.com/ investors. Near-term risks and uncertainties Changes in inflationary environment, interest rates, and geopolitical situation may affect industrial investments and economic situation and increase risk of achieving Vaisala’s financial targets. Industrial actions in Finland may cause disruptions in Vaisala’s operations and deteriorate Vaisala’s delivery capability. Vaisala’s delivery capability may deteriorate due to disruptions in suppliers’ operations, Vaisala’s production or project delivery operation, or disruptions in incoming and/or outgoing logistics. Component availability has normalized during the past 12 months, but temporary component shortage may cause delays or interruptions in deliveries or generate additional material costs. Cyber risk and long disruptions in IT systems may impact operations and delivery capability. New and changing regulations impacting product acceptance, operation’s capability to meet changing compliance requirements, and changes in international trade policies may cause delays or interruptions in supply chain. Customers’ preference for local manufacturing may reduce demand for Vaisala’s products and services. Customers’ budgetary constraints, complex decision-making processes, and missing financing solutions may postpone closing of infrastructure contracts in Weather and Environment business area. 108 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Further information about risk management and risks are available on Annual Report’s Corporate Governance/Risk management section and on the company’s website at vaisala.com. Market outlook for 2024 Markets for high-end industrial instruments and life science slowed down significantly during Q2/2023 and remained on a lower level for the rest of the year. Markets are expected to remain flat in H1/2024 and start improving during H2/2024. Markets for power and energy, and liquid measurements markets are expected to grow. Markets for the more mature markets, meteorology, aviation, and roads, are expected to be stable. Market for renewable energy is expected to grow. Business outlook for 2024 Vaisala estimates that its full-year 2024 net sales will be in the range of EUR 530–570 million and its operating result (EBIT) will be in the range of EUR 63–78 million. Board of Directors’ proposal for dividend The parent company’s distributable earnings amount to EUR 189,890,179.05 of which the result for the period is EUR 51,628,491.26. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.75 per share be paid out of distributable earnings totaling EUR 27.2 million and the rest to be carried forward in the shareholders’ equity. No dividend will be paid for treasury shares held by the company. There have been no significant changes in the company’s financial position since the close of the financial period. According to the Board of Directors, the proposed dividend distribution does not endanger the company’s financial standing. Annual General Meeting 2024 Vaisala Corporation’s Annual General Meeting will be held on Tuesday March 26, 2024, at 2:00 p.m. Finnish time at Vaisala Corporation’s head office, Vanha Nurmijärventie 21, 01670 Vantaa, Finland. The reception of persons who have registered for the meeting will commence at 1:00 p.m. Shareholders can follow the meeting via live webcast at Vaisala website vaisala.com/agm. Shareholders following the webcast are not deemed to attend the Annual General Meeting so they cannot ask questions or vote online during the webcast. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on March 21, 2024, at 4.00 p.m. by giving prior notice of participation. Such notice can be given on the company’s website at vaisala.com/agm or by email to agm@vaisala.com. Vantaa, February 13, 2024 Vaisala Corporation Board of Directors The forward-looking statements in this Board of Directors’ Report are based on the current expectations, known factors, decisions, and plans of Vaisala’s management. Although the management believes that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that these expectations would prove to be correct. Therefore, the results could differ materially from those implied in the forward-looking statements, due to for example changes in the economic, market and competitive environments, regulatory or other government-related changes, or shifts in exchange rates. 109 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Financial key figures EUR million 2023 2022 2021 2020 2019 Net sales 540.4 514.2 437.9 379.5 403.6 exports and international operations, % 98.0 98.0 98.0 97.0 98.0 Gross margin, % 55.8 54.8 55.2 56.1 54.8 Operating result 66.6 62.5 50.1 44.8 41.1 % of net sales 12.3 12.2 11.5 11.8 10.2 Result before taxes 63.1 59.6 48.3 41.3 40.2 % of net sales 11.7 11.6 11.0 10.9 10.0 Result for the financial year 48.9 45.1 39.5 32.8 33.6 % of net sales 9.1 8.8 9.0 8.7 8.3 R&D costs 67.7 62.4 55.3 53.2 52.8 % of net sales 12.5 12.1 12.6 14.0 13.1 Depreciation, amortization, and impairment 24.3 23.6 21.6 21.1 23.5 EUR million 2023 2022 2021 2020 2019 Cash and cash equivalents 90.3 55.5 77.9 45.4 56.4 Equity 267.9 250.5 230.3 205.5 198.3 Statement of financial position total 442.8 439.2 408.0 351.8 361.5 Return on equity, % 18.9 18.7 18.1 16.3 17.7 Solvency ratio, % 61.2 58.1 57.2 59.0 55.7 Interest-bearing liabilities 62.1 63.4 50.2 57.0 51.5 Net debt -28.2 7.9 -27.7 11.6 -4.9 Gearing, % -10.5 3.2 -12.0 5.7 -2.4 Net working capital 72.9 82.4 44.5 61.5 40.4 Capital expenditure 13.9 13.7 19.2 31.0 26.8 % of net sales 2.6 2.7 4.4 8.2 6.6 Cash flow from operating activities 83.8 29.8 80.0 41.0 40.8 Orders received 528.1 500.8 455.2 382.8 419.4 Order book at the end of financial year 172.5 154.6 160.0 137.8 139.0 Personnel expenses 210.9 190.4 174.3 154.1 157.7 Average employees 2,327 2,141 1,967 1,929 1,829 Employees at the end of financial year 2,314 2,235 1,979 1,939 1,837 * Number of employees includes persons in long-time absence as of January 1, 2021. Year 2020 has been adjusted accordingly. As of the beginning of 2023, Weather and Environment business area’s subscription business has been excluded from orders received and order book. Year 2022 has been reported accordingly. Key figures * * Key figures are a part of the Board of Directors' Report 110 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Share key figures EUR 2023 2022 2021 2020 2019 Earnings per share 1.35 1.24 1.08 0.91 0.94 Diluted earnings per share 1.35 1.24 1.07 0.91 0.93 Cash flow from operating activities per share 2.31 0.82 2.21 1.14 1.14 Equity per share 7.39 6.91 6.36 5.70 5.52 Dividend per share 0.75 0.72 0.68 0.61 0.61 Dividend per earnings, % 55.6 57.9 62.9 66.9 65.2 Effective dividend yield*, % 1.89 1.83 1.28 1.51 1.92 Price per earnings 29.51 31.71 49.31 44.34 33.78 Series A share price development highest price 44.55 54.40 55.80 42.50 32.80 lowest price 30.30 36.15 30.00 21.65 15.95 volume-weighted average price 38.28 43.03 39.45 32.58 23.56 closing price 39.70 39.45 53.30 40.35 31.75 EUR 2023 2022 2021 2020 2019 Market capitalization of shares outstanding at the end of financial year, MEUR 1,439.2 1,429.2 1,924.2 1,452.6 1,139.2 Series A shares traded pieces 3,089,946 2,384,806 2,939,088 3,852,297 3,442,439 % of entire series 10.4 8.0 9.9 13.0 11.6 Number of shares 36,436,728 36,436,728 36,436,728 36,436,728 36,436,728 A shares 29,705,636 29,705,636 29,705,636 29,705,636 29,685,330 K shares 6,731,092 6,731,092 6,731,092 6,731,092 6,751,398 Number of shares outstanding at the end of financial year, pieces 36,251,252 36,228,241 36,101,073 35,999,689 35,880,739 * Proposal by the Board of Directors ** Calculated according to the proposal by the Board of Directors *** Including series A and K shares, excluding treasury shares. Series K shares are valued using the closing price for the series A share on the last trading day of December. Trading information is based on Nasdaq Helsinki Ltd. statistics. 111 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Calculation of key figures Earnings/share, EUR = Result for the period +/- non-controlling interest Average number of shares outstanding Cash flow from business = Cash flow from business operations operations/share, EUR Number of shares outstanding at the end of the period Equity/share, EUR = Total equity attributable to owners of parent company Number of shares outstanding at the end of the period Dividend/share, EUR = Dividend Number of shares outstanding at the end of the period Dividend/earnings, % = Dividend x 100 Result for the period +/- non-controlling interest Effective dividend yield, % = Dividend / share x 100 Closing price for the series A share at the end of the period Price/earnings (P/E) = Closing price for the series A share at the end of the period Earnings / share Market capitalization, MEUR = Closing price for the series A share x number of shares outstanding Alternative performance measures Vaisala presents in its financial reporting alternative performance measures, which describe businesses’ financial performance and its development as well as investments and return on equity. In addition to accounting measures which are defined or specified in IFRS, alternative performance measures complement and explain presented information. Vaisala presents in its financial reporting the following alternative performance measures: Net sales with comparable = Net sales converted to euros with exchange rates used during the exchange rates comparison period Gross margin, % = Net sales - Cost of sales x 100 Net sales Operating expenses = Sales, marketing and administrative costs + research and development costs Operating result = Result before income taxes, financial income and expenses, and share of result in associated company as presented in Consolidated Statement of Income. Operating result describes profitability and development of business areas’ performance. Result before taxes = Result before taxes as presented in Consolidated Statement of Income. Return on equity = Result for the period x 100 (ROE), % Total equity (average) Solvency ratio, % = Total equity x 100 Statement of financial position total – advances received Investmets = Gross investments in non-current intangible assets as well as property, plant and equipment Order book = Performance obligations that were unsatisfied or partially unsatisfied and undelivered part the lease agreements at the end of the period Net debt = Interest-bearing liabilities - cash and cash equivalents Gearing, % = Interest-bearing liabilities – cash and cash equivalents x 100 Total equity Net working capital = Inventories + non-interest-bearing receivables (trade receivables + contract assets and other non-interest-bearing receivables) – non-interest-bearing liabilities (trade payables + contract liabilities and other accrued revenue + other non-interest-bearing liabilities) 112 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated financial statements 114 Consolidated statement of income 114 Consolidated statement of comprehensive income 115 Consolidated statement of financial position 116 Consolidated cash flow statement 118 Consolidated statement of changes in equity 119 Notes to the consolidated financial statements 120 Financial development 1. Reportable segments 124 2. Geographical segments 125 3. Revenue from contracts with customers 126 4. Other operating income and expenses 127 5. Personnel expenses and number of personnel 128 The audited financial statements comprise the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated cash flow statement, consolidated statement of changes in equity and notes to the consolidated financial statements, as well as the parent company income statement, parent company balance sheet, parent company cash flow statement and notes to the parent company financial statements. 6. Pension obligations 128 7. Share-based payments 130 8. Research and development expenditure 131 9. Financial income and expenses 131 10. Income taxes 132 11. Earnings per share 136 Net working capital 12. Trade receivables and other receivables 136 13. Inventories 137 14. Trade payables and other liabilities 138 15. Provisions 138 Intangible and tangible assets 16. Intangible and tangible assets 139 17. Leases 145 Capital structure 18. Shareholders’ equity 147 19. Financial risk management 149 20. Non-current receivables 150 21. Financial assets and liabilities 150 22. Interest-bearing liabilities and other adjustments in cash flow statement 153 23. Cash and cash equivalents 153 24. Contingent liabilities and pledges given 154 Consolidation 25. Business combinations 154 26. Subsidiaries 155 27. Associated company 156 Other notes 28. Related party transactions 157 29. Auditor’s fees 159 30. Application of new and revised IFRS accounting standards and interpretations in issue but not yet effective 159 Parent Company Financial Statements 161 Parent company income statement 161 Parent company balance sheet 162 Parent company cash flow statement 164 Notes to the Parent Company Financial Statements 165 1. Accounting principles 165 2. Net sales 166 3. Other operating income and expenses 168 4. Personnel expenses and number of employees 168 5. Depreciation, amortization and impairment 170 6. Financial income and expenses 170 7. Direct taxes 170 8. Non-current assets and other long-term investments 171 9. Other receivables 174 Financial statements 2023 10. Deferred assets 174 11. Deferred tax assets and liabilities 175 12. Provisions 175 13. Shareholders’ equity 175 14. Other non-current and current liabilities 176 15. Loans from financial institutions 176 16. Non-current and current accrued expenses and deferred income 177 17. Receivables and liabilities from other companies in Vaisala Group 177 18. Contingent liabilities and pledges given 177 19. Auditor’s fees 177 Signing of the Board of Directors’ report and financial statements 178 Auditor’s Report 179 113 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated statement of income EUR million Note Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Net sales 1, 2, 3 540.4 514.2 Cost of goods sold 5, 13, 16 -238.8 -232.2 Gross profit 301.7 282.0 Sales, marketing and administrative costs 5, 7, 16 -168.2 -157.3 Research and development costs 5, 7, 8, 16 -67.7 -62.4 Other operating income and expenses 4 0.9 0.3 Operating result 66.6 62.5 Share of result in associated company 27 0.2 0.2 Financial income 9 8.2 7.7 Financial expenses 9 -11.9 -10.8 Result before taxes 63.1 59.6 Income taxes 10 -14.2 -14.5 Result for the financial year 48.9 45.1 Consolidated financial statements EUR million Note Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Attributable to Owners of the parent company 48.9 45.0 Non-controlling interests - 0.0 Result for the financial year 48.9 45.1 Earnings per share for result attributable to the equity holders of the parent company 11 Earnings per share, EUR 1.35 1.24 Diluted earnings per share, EUR 1.35 1.24 114 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated statement of financial position EUR million Note Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Items that will not be reclassified to profit or loss (net of taxes) Actuarial profit (loss) on post-employment benefits 6 -0.0 -0.2 Total -0.0 -0.2 Items that may be reclassified subsequently to profit or loss Translation differences -3.3 2.4 Total -3.3 2.4 Total other comprehensive income -3.3 2.2 Comprehensive income for the financial year 45.6 47.3 Attributable to Owners of the parent company 45.6 47.3 Non-controlling interests - 0.0 Comprehensive income for the financial year 45.6 47.3 The notes are an essential part of the financial statements. 115 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated statement of financial position EUR million Note Dec 31, 2023 Dec 31, 2022 Assets Non-current assets Intangible assets 16 62.5 71.3 Property, plant and equipment 16 95.0 96.0 Right-of-use assets 17 13.1 11.9 Investments in shares 0.1 0.1 Investment in associated company 27 1.4 1.4 Non-current receivables 20 1.3 1.0 Deferred tax assets 10 7.8 9.5 Total non-current assets 181.1 191.1 Current assets Inventories 13 58.8 61.6 Trade and other receivables 12 85.5 101.7 Contract assets and other accrued revenue 3 24.2 26.2 Income tax receivables 2.8 3.1 Cash and cash equivalents 23 90.3 55.5 Total current assets 261.7 248.1 Total assets 442.8 439.2 EUR million Note Dec 31, 2023 Dec 31, 2022 Equity and liabilities Equity 18 Share capital 7.7 7.7 Other reserves 2.3 3.5 Translation differences 0.8 4.1 Treasury shares -4.2 -3.3 Retained earnings 261.3 238.5 Total equity attributable to owners of parent company 267.9 250.5 Non-controlling interests - 0.0 Total equity 267.9 250.5 Non-current liabilities Interest-bearing borrowings 21 50.0 0.0 Interest-bearing lease liabilities 17 9.3 8.3 Post-employment benefits 6 2.3 2.7 Deferred tax liabilities 10 2.9 4.5 Provisions 15 0.4 0.3 Other non-current liabilities 21 4.2 2.1 Total non-current liabilities 69.0 17.9 116 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials EUR million Note Dec 31, 2023 Dec 31, 2022 Current liabilities Interest-bearing borrowings 21 0.0 52.5 Interest-bearing lease liabilities 17 2.8 2.7 Trade and other payables 14 66.5 74.0 Contract liabilities and other deferred revenue 3 30.7 37.1 Income tax liabilities 3.3 1.8 Provisions 15 2.5 2.8 Total current liabilities 105.9 170.8 Total liabilities 175.0 188.7 Total equity and liabilities 442.8 439.2 The notes are an essential part of the financial statements. 117 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated cash flow statement EUR million Note Jan 1-Dec 31, 2023 Jan 1-Dec 31, 2022 Cash flow from operating activities Result for the financial period 48.9 45.1 Depreciation, amortization and impairment 16 24.3 23.6 Financial income and expenses 9 3.7 3.1 Gains and losses on sale of intangible assets and property, plant and equipment 4 -0.2 0.0 Share of result in associated company 27 -0.2 -0.2 Income taxes 10 14.2 14.5 Other adjustments 22 -0.7 0.3 Inventories, increase (-) / decrease (+) 13 3.0 -11.2 Non-interest-bearing receivables, increase (-) / decrease (+) 12 16.2 -26.0 Non-interest-bearing liabilities, increase (+) / decrease (-) 14 -9.7 -0.8 Changes in working capital 9.5 -38.0 Interests and other financial items received 9 1.7 0.2 Interests and other financial items paid 9 -4.4 -5.2 Income taxes paid 10 -12.9 -13.6 Cash flow from operating activities 83.8 29.8 Cash flow from investing activities Acquisition of subsidiaries, net of cash acquired 25 - -23.1 Capital expenditure on intangible assets and property, plant and equipment 16 -13.9 -13.7 Proceeds from sale of intangible assets and property, plant and equipment 4 0.3 0.0 Cash flow from investing activities -13.7 -36.8 EUR million Note Jan 1-Dec 31, 2023 Jan 1-Dec 31, 2022 Cash flow from financing activities Dividends paid 18 -26.1 -24.6 Purchase of treasury shares 18 -2.1 - Change in loan receivables -0.3 -0.1 Proceeds from borrowings 21 77.4 114.9 Repayment of borrowings 21 -79.9 -102.4 Principal payments of lease liabilities 17 -3.1 -2.9 Cash flow from financing activities -34.1 -15.1 Change in cash and cash equivalents, increase (+) / decrease (-) 36.0 -22.1 Cash and cash equivalents at the beginning of the financial year 55.5 77.9 Change in cash and cash equivalents 36.0 -22.1 Effect from changes in exchange rates -1.2 -0.3 Cash and cash equivalents at the end of the financial year 23 90.3 55.5 The notes are an essential part of the financial statements. 118 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidated statement of changes in equity EUR million Note Share capital Other reserves Translation differences Treasury shares Retained earnings Equity attributable to owners of the parent company Non-controlling interests Total Equity at Dec 31, 2021 7.7 7.0 1.7 -4.6 218.0 229.6 0.7 230.3 IAS 12 amendment -0.2 -0.2 -0.2 Equity at Jan 1, 2022 7.7 7.0 1.7 -4.6 217.7 229.4 0.7 230.1 Result for the financial year 18 45.1 45.1 0.0 45.1 Other comprehensive income 18 -0.0 2.4 -0.2 2.2 2.2 Dividend distribution 18 -24.6 -24.6 -24.6 Share-based payments 7, 18 -3.4 1.4 -2.1 -2.1 Changes in non-controlling interests that did not result in changes in control 0.7 0.7 -0.7 Equity at Dec 31, 2022 7.7 3.5 4.1 -3.3 238.5 250.5 0.0 250.5 Result for the financial year 18 48.9 48.9 48.9 Other comprehensive income 18 0.0 -3.3 -0.0 -3.3 -3.3 Dividend distribution 18 -26.1 -26.1 -26.1 Purchase of treasury shares 18 -2.1 -2.1 -2.1 Share-based payments 7, 18 -1.2 1.2 -0.1 -0.1 Changes in non-controlling interests that did not result in changes in control 0.0 0.0 -0.0 Equity at Dec 31, 2022 7.7 2.3 0.8 -4.2 261.3 267.9 267.9 119 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Basic information Vaisala is a global leader in weather, environmental, and industrial measurement. With over 85 years of experience, Vaisala provides measurement solutions and services for chosen weather-related and industrial markets. The parent company, Vaisala Corporation, is a Finnish public limited company, domiciled in Vantaa, Finland. The registered address is Vanha Nurmijärventie 21, FI-01670 Vantaa, Finland (P.O. Box 26, FI-00421 Helsinki). The company’s Business ID is 0124416-2. These financial statements have been approved for publication by the Board of Directors of Vaisala Corporation on February 13, 2024. Under the Finnish Companies Act, shareholders have the right to approve, reject or make changes to the financial statements in the Annual General Meeting to be held after the publication. A copy of the consolidated financial statements is available on the company’s website at vaisala. com/investors or at the parent company head office at the address Vanha Nurmijärventie 21, FI-01670 Vantaa, Finland (P.O. Box 26, FI-00421 Helsinki). Accounting principles for the consolidated financial statements The consolidated financial statements of Vaisala have been prepared in accordance with the IFRS Accounting Standards as adopted by the European Union, including International Accounting Standards (IAS) and the IFRIC and SIC Interpretations valid on December 31, 2023. In the Finnish Accounting Act and ordinances based on the provisions of the Act, IFRS Accounting Standards refer to the standards and their interpretations adopted in accordance with the procedures laid down in regulation (EC) No. 1606/2002 of the European Parliament and of the Council. The notes to the consolidated financial statements are also in accordance with the Finnish accounting and corporate law. The consolidated financial statements are presented in millions of euros, if not otherwise stated. All presented figures have been rounded and consequently the sum of individual figures may deviate from the presented sum. Financial statements are based on original acquisition costs, if not otherwise stated in the accounting principles. In the text sections figures from previous years are presented in parenthesis. Calculation of key figures and alternative performance measures are presented in the Board of Directors’ Report. Consolidation principles Subsidiaries The consolidated financial statements include the parent company Vaisala Corporation and those subsidiaries in which the group has control. The group has control of an entity when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries, acquired or founded during the financial period, are consolidated from the date on which control is transferred to the group and are no longer consolidated from the date that control ceases. Business combinations are accounted for using the acquisition method. The consideration transferred is the fair value of transferred assets, issued equity interests and liabilities incurred to former owners. Any contingent consideration is recognized at fair value at the acquisition date and classified as a liability or equity. Contingent considerations classified as a liability are measured at fair value on each reporting date with changes recognized in consolidated statement of income. Identifiable assets acquired as well as assumed liabilities and contingent liabilities are measured initially at their fair values on the date of acquisition without deducting non-controlling interest. The amount by which the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest exceeds the fair value of identifiable net assets is recognized as goodwill. If the consideration transferred is lower than the acquired net assets, the gain is recognized in the consolidated statement of income on the acquisition date. All acquisition-related costs, except for the costs to issue debt or equity securities, are expensed in the periods in which the costs are incurred and the services are received. The group’s intercompany transactions, unrealized margins on internal deliveries, receivables and liabilities as well as dividends are eliminated. Unrealized losses on internal transactions are also eliminated unless costs are not recoverable or the loss results from an impairment. The consolidated financial statements are prepared applying consistent accounting principles to similar transactions and other events under equal conditions. Associated companies The share of results of associated companies, i.e. companies of which Vaisala owns 20–50% or over which it otherwise has significant influence, are included in the consolidated financial statements applying the equity method. If Vaisala’s share of an associated company’s losses exceeds the carrying amount of the investment, the investment is recognized in the consolidated statement of financial position at zero value and further losses are not recognized unless the group has incurred obligations on behalf of the associated company. Unrealized gains on transactions between the group and its associated companies have been eliminated to the extent of the Notes to the consolidated financial statements 120 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials group’s interest in the associated companies. The group’s share of associated companies’ results is presented in the consolidated statement of income as a separate item before ‘financial income and expenses’. Investments in associated companies are initially recognized at cost and the carrying amount is increased or decreased by the share of post-acquisition results. Distribution of profit received from an investment reduces the carrying amount of the results. Non-controlling interests The non-controlling interests’ share of the result and of the comprehensive income for the financial year are presented in the consolidated statement of income and in the consolidated statement of comprehensive income. The non-controlling interests’ share of the equity is presented as a separate item in the consolidated statement of financial position. Foreign currency translation Items relating to the consolidated result and financial position are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements have been presented in euros, which is the parent company’s functional and presentation currency. Transactions in foreign currencies are recorded in the functional currency using the exchange rate on the date of transaction. Receivables and payables in foreign currency have been valued at the rates quoted by European Central Bank on the last trading date of the financial year. Exchange rate differences resulting from the settlement of monetary items or from the presentation of items in the financial statements at different exchange rates from which they were originally recognized during the financial period or presented in the previous financial statements, are recognized as financial income or expenses in the financial period in which they arise. Statements of financial position of subsidiaries in other functional currency than euro have been translated into euros using the rates quoted by European Central Bank on the last trading date of the financial year. Translating statements of income monthly average exchange rates have been used. Translating net income for the financial year using different exchange rates in the consolidated statements of income and in the consolidated statement of financial position, results in a translation difference, which is recognized in other comprehensive income. Translation differences arising from the elimination of the acquisition cost of foreign subsidiaries and the translation of the accumulated equity items after the acquisition are recognized in other comprehensive income. When a foreign subsidiary or associated company is disposed of or partly disposed of, the translation difference is recognized in the consolidated statement of income as part of the gain or loss on the sale. Goodwill or fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities in the functional currency of the foreign entity and are translated at the rate of the last trading date of the financial year. Key Exchange Rates Average rates Period end rates2023 2022 Dec 31, 2023 Dec 31, 2022USD 1.0797 1.0555 1.1050 1.0666CNY 7.6429 7.0607 7.8509 7.3582JPY 151.87 137.28 156.33 140.66GBP 0.8703 0.8509 0.8691 0.8869 Climate-related matters Climate-related matters have been considered from the point of view of both opportunities and risks. Climate change provides Vaisala with business opportunities. Vaisala’s solutions help our customers to adapt to, mitigate and increase understanding of the climate change. By utilizing the data provided by Vaisala’s measurement instruments, our industrial customers can increase their resource efficiency and optimize their processes in order to reduce energy consumption, emissions and loss. With environmental observations, forecasting, and early warning systems, societies and institutions can better prepare for the consequences of climate change. With solutions related to renewable energy Vaisala helps to mitigate climate change. In 2023, Vaisala formulated the science-based emissions reduction targets aligned with the criteria of the Science-Based Targets initiative (SBTi) and sent them to SBTi for validation. Climate change has been assessed to increase the likelihood of risks related to natural disasters, epidemics (other than COVID-19), civil unrest and terrorism (hazard risks) and business continuity risks related to suppliers (operational risks). Above mentioned have been taken into account in the preparation of the financial statements. Identified risks and targets do not have a material impact on the financial statement items requiring management judgment and estimates. Vaisala has not yet identified significant investment needs related to risks and targets of climate change. 121 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials New and amended IFRS Accounting standards that are effective for the year 2023 Vaisala has adopted the following new or revised IFRS Accounting standards from January 1, 2023. Their adoption has not had no material impact on the disclosures or on the amounts reported in these financial statements. IFRS 17 Insurance Contracts In 2023, the group has adopted IFRS 17, which establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 Insurance Contracts. Amendment to IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single Transaction Vaisala has adopted the amendment in accordance with transition rule with the effect of initial application recognized as of January 1, 2022. The amendment introduce a further exception from the initial recognition exemption. Under the amendment, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. Following the amendment to IAS 12, an entity is required to recognize the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12. The amendment apply to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period an entity recognizes: • A deferred tax asset and a deferred tax liability for all deductible and taxable temporary differences associated with: • Right-of-use assets and lease liabilities • Decommissioning, restoration and similar liabilities and the corresponding amounts recognized as part of the cost of the related asset • The cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date Table below presents year 2022 quarterly comparative figures after amendment described above: 1–12/2022EUR million Earlier reported RestatedIncome taxes -14.5 -14.5Result for the period 45.0 45.1 Attributable to Owners of the parent company 45.0 45.0 Non-controlling interests 0.0 0.0Comprehensive income for the period 47.3 47.3 Attributable to Owners of the parent company 47.3 47.3 Non-controlling interests 0.0 0.0Retained earnings 238.7 238.5Total equity 250.7 250.5Deferred tax liabilities 4.3 4.5Total non-current liabilities 17.6 17.9Total liabilities 188.5 188.7Total equity and liabilities 439.2 439.2Earnings per share, EUR 1.24 1.24Diluted earnings per share, EUR 1.24 1.24Equity per share, EUR 6.92 6.91Return on equity, % 18.7 18.7Solvency ratio, % 58.2 58.1Gearing, % 3.2 3.2 122 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements—Disclosure of Accounting Policies In 2023, the group has adopted the amendments to IAS 1 and IFRS Practice Statement 2. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ’significant accounting policies’ with ’material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the ’four- step materiality process’ described in IFRS Practice Statement 2. Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting Estimates In 2023, the group has adopted the amendments to IAS 8. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications: • A change in accounting estimate that results from new information or new developments is not the correction of an error • The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors Accounting principles requiring management judgment and the main uncertainty factors relating to estimates The preparation of financial statements in accordance with IFRS Accounting Standards requires management to make estimates and judgment in the application of the accounting policies. The financial statements are based on estimates and assumptions concerning the future, the outcome of which may differ from the estimates and assumptions made. The estimates and judgments made are based on past experience and other factors, such as assumptions about future events that may reasonably be expected to occur in the circumstances. Estimates and assumptions are reviewed on a regular basis. Estimates and judgment have been used in particular in the following areas for which significant accounting policies and accounting estimates and judgments have been described in the accompanying notes: • Revenue recognition (note 3) (judgment and estimate) • Income taxes (note 10) (judgment and estimate) • Allowances for excess and obsolete inventory (note 13) (estimate) • Fair value allocation of purchase price in business combinations (notes 16 and 25) (estimate) • Impairment testing (note 16) (estimate) • Leases (note 17) from lessee’s perspective (judgment) In addition, estimates, judgment and assumptions are related to the following areas: • With regard to pension obligations (note 6) assumptions in actuarial calculations related to e.g. discount interest rate, inflation and development of salary and pension indexes (assumption) • With regard to share-based payments (note 7) estimate related to e.g. profitability forecasts and attrition of participants benefiting from the share-based payment plans (estimate) • With regard to warranty provision (note 15) estimate related to future costs (estimate) • With regard to leases (note 17) from lessor's perspective estimate related to exercise of extension and termination option (estimate) • With regard to credit loss allowance for trade receivables and contract assets (note 21) estimate related to expected credit loss risk for different groups of receivables (estimate) 123 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Financial development 1. REPORTABLE SEGMENTS Accounting principles Vaisala has two operating and reportable segments, which are based on the type of business operations: Industrial Measurements business area and Weather and Environment business area. Operating segments have not been aggregated to build the reportable segments. Operating segments are based on the management reports reviewed by Vaisala Leadership Team, which is the chief operating decision-maker. Vaisala Leadership Team is responsible for allocating resources and assessing performance of the operating segments. Vaisala Leadership Team assesses the performance of the operating segment based on the operating result. The reporting provided to Vaisala Leadership Team is prepared in consistency with the principles of IFRS Accounting Standards consolidated financial statements. Income and expenses related to discontinued businesses are not allocated to operating segments and are presented in Other operations. Transfer pricing between segments is based on arm’s length principle. Industrial Measurements business area serves a wide range of industrial customers. It offers a broad range of accurate and reliable measurement instruments, continuous monitoring systems, and services that help the customers optimize processes, improve efficiency, minimize energy consumption, and ensure the high quality of the end-products. Main markets are high-end humidity and carbon dioxide measurements, continuous monitoring systems, liquid measurements, and new markets. Weather and Environment business area serves selected weather-dependent customers where accurate, real-time, uninterrupted, and reliable weather data is essential to run efficient operations. Main markets are meteorology, aviation, ground transportation and renewable energy. Revenue recognition principles are presented in note 3, Revenue from contracts with customers and 17, Leases. Reportable segments 2023Industrial Weather and EUR millionMeasurementsEnvironment Other operations Vaisala totalProduct sales 207.4 190.3 397.7Project sales 69.5 69.5Service sales 19.9 19.0 38.9Subscription sales 32.5 32.5Lease income 1.8 1.8Net sales 227.3 313.1 540.4Performance obligations satisfied at a point in time 223.5 211.3 434.8Performance obligations satisfied over time 3.8 100.2 104.0Lease income recognized on a straight-line basis 1.7 1.7Net sales 227.3 313.1 540.4Operating result 45.2 21.1 0.3 66.6Share of result in associated company 0.2Financial income and expenses -3.7Result before taxes 63.1Income taxes -14.2Result for the financial year 48.9 124 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Reportable segments 2022Industrial Weather and EUR millionMeasurementsEnvironment Other operations Vaisala totalProduct sales 208.1 167.4 375.5Project sales 73.5 73.5Service sales 17.5 17.5 35.0Subscription sales 28.4 28.4Lease income 1.7 1.7Net sales 225.6 288.6 514.2Performance obligations satisfied at a point in time 222.2 185.9 408.1Performance obligations satisfied over time 3.3 101.1 104.4Lease income recognized on a straight-line basis 1.7 1.7Net sales 225.6 288.6 514.2Operating result 51.5 11.1 -0.1 62.5Share of result in associated company 0.2Financial income and expenses -3.1Result before taxes 59.6Income taxes -14.5Result for the financial year 45.1 2. GEOGRAPHICAL SEGMENTS Vaisala’s reportable segments operate in geographical areas which are Americas, APAC and EMEA. 1) Geographical segments Net sales, by Net sales, 2023 destination by location Non-current 2)3)3)EUR millioncountrycountryassetsAmericas 200.4 179.8 36.0of which United States 161.7 171.5 35.8APAC 160.2 103.2 5.9EMEA 179.8 468.0 131.5of which Finland 9.1 358.8 119.7Eliminations -210.6Total 540.4 540.4 173.4Net sales, by Net sales, 2022destination by location Non-current 2)3)3)EUR millioncountrycountryassetsAmericas 191.2 176.3 47.8of which United States 155.3 167.3 47.5APAC 160.3 103.2 2.9EMEA 162.8 435.5 130.9of which Finland 9.1 343.3 118.3Eliminations -200.8Total 514.2 514.2 181.7 1) Americas: North and South America, APAC: Asia Pacific, EMEA: Europe, Middle East and Africa 2) Sales to external customers have been presented as net sales by destination country 3) Net sales and non-current assets have been presented according to the group’s and associated companies’ countries 125 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Accounting principles Vaisala’s net sales consist of revenue recognized from contracts with customers and lease income. Net sales from contracts with customers are divided into products, projects, services and subscription sales. Disaggregation of revenue has been changed from the beginning of 2023. Subscription sales, which has been previously included in services, is disclosed as a separate category. Comparative information 2022 has been presented according to new categories. Indirect taxes and discounts have been deducted from sales revenue. Exchange rate differences are recognized in the financial income and expenses. Product net sales include revenue from products, spare parts and system deliveries. A system delivery contains a standard product delivery with limited amount of configuration. Each distinct product delivery is a performance obligation under IFRS 15. Revenue from the sale of products is recognized at a point in time when the control is transferred to the customer. Projects are integrated projects, in which observation solutions, consisting of products, services and software, are delivered. Solutions are integrated to customer systems according to customer specifications. One project consists of one or multiple performance obligations under IFRS 15. Revenue for all projects is recognized over time using percentage of completion method. Progress is measured by cost-to-cost method, comparing incurred costs and forecasted costs, as it best describes the satisfaction of a performance obligation by transferring the promised asset to a customer. Projects meet the over-time revenue recognition criteria mainly by creating an asset without an alternative use and Vaisala having an enforceable right to payment for performance completed to date. Services are divided into service contracts and one-off service deliverables. Services include among others maintenance, calibration and repair, modernization and extended warranties. Service contracts are continuous services including for example extended warranty, availability of customer support and availability of spare part delivery. One service contract or one service deliverable is one performance obligation. Service contracts are recognized over time or at a point of time depending on the nature of the service and content of a contract. In case of one-off request services, the revenue is recognized at a point in time when the service has been rendered. Subscription sales includes mainly data-based solutions supporting decisions in weather-dependent operations. One subscription sales contract is one performance obligation. Revenue is recognized over time. Standard warranty period for products is one year and 2, 5 or 10 years for selected products. Standard warranty period for services is 6 or 12 months. Extended warranty is a separately sold and priced service over a separately agreed period. Revenue for extended warranty is recognized over time starting at the time of standard warranty expiration. Provision for warranty costs is recognized as described in Note 15, Provisions. Accounting principles requiring management judgment and the main uncertainty factors relating to estimates Revenue recognition over time under IFRS 15 requires management judgment related to cost throughout the project delivery. When the outcome of a project cannot be estimated reliably, project costs are recognized as expenses in the same period when they arise and project revenues only to the extent of project costs incurred where it is probable that those costs will be recoverable. When it is probable that total costs necessary to complete the project will exceed total project revenue, the expected loss is recognized as an expense immediately. Additionally, judgment is exercised in defining the timing of revenue recognition, estimating the probability of payments related to contracts with customers, defining performance obligations and combining contracts. Judgment related to all of these factors may have an impact on timing and/or amount of revenue recognized. Disaggregation of revenue Disaggregation of revenue is presented in Note 1, Reportable segments and Note 2, Geographical segments. Disaggregation of revenue has been changed from the beginning of 2023. Subscription sales, which has been previously included in services, is disclosed as a separate category. Comparative information 2022 has been presented according to new categories. Payment terms Payment terms vary based on geographical areas. In product, service and subscription sales business, the standard payment term is 30 days net, but in some areas prepayments are commonly used. Project invoicing is based on milestones and typically follows the general project delivery terms (where 30% is advance payment, 60% against delivery documents and 10% after site acceptance test) or terms as per contract. In project business the most common payment terms are letter of credit or as per contract. Vaisala takes advantage of IFRS 15 practical expedient related to the significant financing component. In those cases, in which Vaisala expects, at contract inception, that the period between when Vaisala transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less, Vaisala does not adjust the promised amount of consideration for the effects of a significant financing component. Additionally, financing component is considered only if significant prepayment is received over one year in advance before related delivery. Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers included in the statement of financial position. Assets and liabilities related to contracts with customers EUR million Dec 31, 2023 Dec 31, 2022Trade receivables 69.9 87.6Contract assets 24.2 26.2Contract liabilities 30.6 36.6 126 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Contract assets include the balance of project, service and subscription sales related revenue recognized but not yet invoiced. Most of project revenue is recognized after the product manufacturing as percentage of completion increases and most of the performance obligation is satisfied. According to general project delivery terms, majority of project is invoiced before the delivery. Therefore, the amount of contract assets is typically at its highest between product manufacturing phase of the project and delivery of the product to the customer. For services and subscription sales, which are satisfied over time, the customer is mainly invoiced in advance and only in some cases in arrears after the customer has received or consumed the service. Arrears invoicing generates contract asset balance as revenue is recognized before invoicing. Contract liabilities include the balance of projects, products, services and subscription sales invoiced but revenue not yet recognized as well as customer payments related to contracts not yet invoiced. Project-related contract liabilities often arise in the early stages of a project, when the prepayment has been invoiced, but the project is only at an early stage and there is none or little revenue recognized under percentage of completion method. Services and subscription sales, which are recognized over time, are often invoiced in advance and therefore contract liability is generated in the beginning of service period. For products and services, which are recognized at a point in time, contract liability is generated when customer has been invoiced, but performance obligation has not been satisfied and consequently revenue has not been recognized. In 2023, Vaisala recognized EUR 16 (15) million revenue that was included in the contract liability balance at the beginning of the financial year. At the end of financial year 2023, the order book was EUR 172.5 (154.6) million, of which the performance obligations that were unsatisfied or partially unsatisfied amounted to EUR 171.9 (153.5) million and the amount related to lease income was EUR 0.6 (1.1) million. Of the performance obligations that were unsatisfied or partially unsatisfied EUR 127.1 (125.8) million is estimated to be recognized as revenue in 2024 and EUR 44.8 (27.8) million is estimated to be recognized later. The whole order book related to lease agreements is estimated to be recognized as revenue in 2024.From the beginning of 2023 subscription sales is no longer included in the order book. Comparative information 2022 has been changed accordingly. 4. OTHER OPERATING INCOME AND EXPENSES Other operating income EUR million 2023 2022Indemnities 0.6 0.0Gain on the disposal of tangible assets 0.2 0.0Other 0.1 0.2Total 0.9 0.3 Other operating expenses EUR million 2023 2022Loss on the disposal of tangible assets - 0.0Total 0.0 0.0Other operating income and expenses, net 0.9 0.3 127 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 5. PERSONNEL EXPENSES AND NUMBER OF EMPLOYEES Personnel expenses EUR million 2023 2022Salaries 171.3 154.3Share-based payments 3.4 4.0Social costs 14.9 13.0PensionsDefined benefit plans 0.3 0.1Defined contribution plans 21.0 19.0Total 210.9 190.4 Personnel expenses by function EUR million 2023 2022Procurement and production 60.2 52.0Sales, marketing and administration 88.0 82.0Research and development 62.6 56.5Total 210.9 190.4 Employees, average by business area Persons 2023 2022Industrial Measurements 606 548Weather and Environment 870 821Other operations 851 772Total 2,327 2,141 Employees, average by geographical area Persons 2023 2022Americas 364 332APAC 171 168EMEA (excluding Finland) 252 240Finland 1,540 1,401Total 2,327 2,141 Information on share-based payments is disclosed in Note 7, Share-based payments. Information on key management compensation is disclosed in Note 28, Related party transactions. 6. PENSION OBLIGATIONS Accounting principles The group has several pension plans around the world based on local practices. These pension schemes are classified either as defined contribution or as defined benefit plans. In defined contribution plans expenses are recognized in the statement of income on an accrual basis. TyEL pensions managed in insurance companies are defined contribution plans. In defined benefit pension plans, liability to be recognized is the net amount of the present value of the defined benefit obligation in the end of the financial year and the fair value of the plan assets. The defined benefit obligation is calculated by actuaries independent of Vaisala and it is based on the projected unit credit method in which the estimated future cash flows are discounted to their present value using the interest rates approximating high quality corporate bonds. Pension costs are recognized in the statement of income on an accrual basis over years of service. Actuarial gains and losses are recognized in statement of comprehensive income. 128 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Defined benefit plans The defined benefit plans are in the parent company. The additional pension coverage of parent company employees was arranged by Vaisala Pension Fund that was closed on January 1, 1983. The pension fund liability was transferred to a pension insurance company on December 31, 2005 and the fund was dissolved in 2006. The company retains, however, an obligation under IAS 19 for future index and salary increases in terms of individuals covered by the Pension Fund who are employed by the company. Defined benefit pension liability EUR million 2023 2022Fair value of funded obligations 3.4 3.9Fair value of assets -2.7 -2.9Net liability in the statement of financial position at Dec 31 0.8 1.0 Post-employment benefits totaled EUR 2.3 (2.7) million in the balance sheet as of December 31, 2023. The amount includes the defined benefit plan recognized in the parent company amounting to EUR 0.8 (1.0) million and pension obligations recognized in other group companies amounting to EUR 1.5 (1.8) million. Amounts recognized in the statement of income and the statement of other comprehensive income EUR million 2023 2022Current service cost - 0.0Interest 0.0 0.0Expense recognized in the statement of income 0.0 0.0Net actuarial gain and loss 0.3Total recognized in the statement of income and the 0.0 0.3statement of other comprehensive income The actuarial gains and losses in the above table are excluding the impact of deferred taxes. In the consolidated statement of comprehensive income, the actuarial gains and losses include the impact of deferred taxes. Pension costs in the statement of income have been recognized in sales, marketing and administrative costs. Present value of obligation EUR million 2023 2022Changes in the present value of obligationPresent value of obligation Jan 1 3.9 4.6Current service cost - 0.0Interest cost 0.1 0.0RemeasurementsActuarial gain (-) / loss (+) arising from changes in financial assumptions -0.2 -0.7Experience adjustment -0.1 0.3Benefits paid -0.3 -0.4Present value of obligation Dec 31 3.4 3.9 Changes in the fair value of plan assets EUR million 2023 2022Fair value of plan assets Jan 1 2.9 3.8Interest income on assets 0.1 0.0RemeasurementsNet return on plan assets -0.3 -0.6Benefits paid -0.3 -0.4Contributions 0.3 0.1Fair value of plan assets Dec 31 2.7 2.9 129 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Changes of liabilities presented in the statement of financial position EUR million 2023 2022Liabilities Jan 1 1.0 0.8Expense (+) / income (-) recognized in statement of income 0.0 0.0Total recognized in other comprehensive income 0.0 0.3Contributions paid -0.3 -0.1Liabilities Dec 31 0.8 1.0 Actuarial assumptions used 2023 2022Discount rate, % 3.60 3.16Rate of salary increase, % 3.25 3.51Rate of inflation, % 2.29 2.55Annual adjustments to pensions, % 2.53 2.79 Sensitivity of the net liability changes in the principal assumptions Assumption Change in assumption Increase in assumption Decrease in assumptionDiscount rate 0.25% 2.01% decrease 2.09% increaseSalary increase rate 0.25% 0.00% increase 0.00% decreasePension increase rate 0.25% 9.48% increase 9.29% decreaseAssumption Increase by one year Decrease by one yearLife expectancy at birth 4.78% increase 4.56% decrease The sensitivity analyses presented above are based on the assumption that if one assumption changes, all other assumptions remain unchanged. In practice, this is unlikely, and changes in some assumptions may correlate with each other. The sensitivity of defined benefit obligation to changes in significant actuarial assumptions has been calculated using the same method as that used to calculate the pension liability recognized in the statement of financial position. 7. SHARE-BASED PAYMENTS Accounting principles Group’s share-based payments are related to share-based incentive plans. The related payment is net amount in shares after taxes have been deducted from the amount paid in shares. Share-based incentive plan including a net settlement feature, is treated in its entirety as an equity-settled share-based payment transaction. Equity-settled share-based payment transactions are measured at fair value at the grant date, and those are not remeasured. Fair value of the grant date is recognized as costs in the statement of income and as additions to equity during the vesting period. Other than market conditions are not taken into account when estimating the fair value at the grant date. Instead, other than market conditions are taken into account by adjusting the expensed number of equity instruments that are expected to vest. In terms of other than market conditions, cost is measured corresponding to the value of share (Vaisala’s series A) closing price on the grant of the share-based incentive plan less expected dividends. Satisfaction of these conditions are estimated at each reporting date and updated whenever changes occur. The effect of changes is recognized in the statement of income. Market conditions are taken into account when estimating the fair value of the equity-settled share-based payment transaction at the grant date. Expense is recognized irrespective of whether that market condition is satisfied, if service condition and other than market conditions are satisfied. In terms of market conditions (total shareholder return, TSR) a model based the probability-weighted values (Monte Carlo simulation) is used to estimate the fair value at the grant date. Share-based incentive plans Share-based incentive plans are targeted to the Group key employees. The performance criteria of the performance share plans are based on the development of the total shareholder return (TSR) and the group’s profitability during the three-year plan period. Matching share plan consists of matching periods as decided by the Boards of Directors and the participants are given an opportunity to receive matching shares for the predetermined personal investment in Vaisala’s series A shares. Restricted share plan consists of vesting periods as decided by the Board of Directors and the participants are given an opportunity to receive a pre-determined number of restricted shares. The rewards are paid partly in Vaisala’s series A shares and partly in cash. The cash portion covers taxes and tax-related costs arising from the reward to a key employee. No reward is paid if a key employee’s employment or service ends before the reward payment date. Vaisala’s Board of Directors requires that the President and CEO and each member of the Management Group retains his/her ownership of shares received under this plan until the value of his/her ownership in Vaisala corresponds to at least his/her annual gross base salary. On February 12, 2019, the Board of Directors resolved a performance share-based incentive plan 2019–2021. On March 3, 2022 the reward corresponding to 251,900 series A shares, 100% of the maximum, was paid to 42 key employees. Of these shares, 2,000 were conveyed to the President and CEO Kai Öistämö. In addition, on March 3, 2022, a total of 1,218 series A shares were conveyed without consideration to an employee participating 130 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials in the performance share-based incentive plans 2020–2022 and 2021–2023. Closing price of Vaisala’s series A share was EUR 19.06 on the grant date of the incentive plan. On March 10, 2021, the reward corresponding to 23,040 series A shares was paid to former President and CEO, Kjell Forsén. A total expense of this plan of EUR 4.0 million was recorded for 2019-2022. On February 12, 2020, the Board of Directors resolved for a performance share-based incentive plan 2020– 2022. On March 3, 2023 the reward corresponding to 145,022 series A shares, 83% of the maximum, was paid to 43 key employees. Closing price of Vaisala’s series A share was EUR 28.65 on the grant date of the incentive plan. On March 10, 2021, the reward corresponding to 5,529 series A shares was paid to former President and CEO, Kjell Forsén. On December 17, 2020, the Board of Directors resolved for a performance share-based incentive plan 2021–2023 for approximately 45 key employees. The reward will be paid in spring 2024. The maximum amount of this plan originally corresponded to 180,000 series A shares. The expenses of this plan are accrued from April 2021 to March 2024. Closing price of Vaisala’s series A share was EUR 32.10 on the grant date of the incentive plan. On February 17, 2022, the Board of Directors resolved for three share-based incentive plans. Performance share-based incentive plan was resolved for the period 2022–2024 for approximately 40 key employees. The reward will be paid in spring 2025. The maximum amount of this plan originally corresponded to 161,000 series A shares. The expenses of this plan are accrued from May 2022 to March 2025. Closing price of Vaisala’s series A share was EUR 41.45 on the grant date of the incentive plan. Matching share-based incentive plan was resolved for the period 2022–2026 and shares are earned in matching periods lasting for 12 to 36 months. Restricted share-based incentive plan was resolved for the period 2022–2026 and shares are earned in vesting periods lasting for 12 to 36 months. The maximum amount of matching and restricted share-based incentive plans originally corresponded to 100,000 series A shares. The expenses of the matching share plan are accrued from May 2022 to March 2025. The expenses of the restricted share plan are accrued to the vesting period. On September 29, 2023, the reward corresponding to 1,000 series A shares was paid to a person participating in the restricted share unit plan 2022-2026 under the terms and conditions of the plan. On February 15, 2023, the Board of Directors resolved for a performance share-based incentive plan 2023– 2025 for approximately 60 key employees. The reward will be paid in spring 2026. The maximum amount of this plan originally corresponded to 222,100 series A shares. The expenses of this plan are accrued from May 2023 to March 2026. Closing price of Vaisala’s series A share was EUR 38.15 on the grant date of the incentive plan. In 2023, expenses related to share-based incentive plans totaled EUR 3.4 (4.0) million. 8. RESEARCH AND DEVELOPMENT EXPENDITURE Accounting principles Research and development expenditure is recognized as costs in the financial year in which they incur, except for machinery and equipment acquired for research and development purposes, which are capitalized and depreciated on a straight-line basis. According to IAS 38 no intangible asset arising from research shall be recognized and if an entity cannot distinguish the research phase from the development phase of an internal project, the entity treats the expenditure as if it were incurred in research phase only. According to IAS 38, an intangible asset is recognized in the statement of financial position only when it is probable that the expected future economic benefits will flow to the entity. Vaisala does not capitalize costs related to the development of new products as it is not possible to distinguish the research phase of an internal project that aims to create an asset from its development phase. In addition, there is significant uncertainty in the amount and timing of future returns from the new products before the products enter the market. The statement of income includes research and development costs of EUR 67.7 (62.4) million in 2023. 9. FINANCIAL INCOME AND EXPENSES Accounting principles Exchange rate differences resulting from settlement of monetary items or from presentation of items in the financial statements at different exchange rates from which they were originally recognized during the financial period or presented in the previous financial statements, are recognized as financial income or expenses in the financial period in which they arise. All derivative financial contracts are initially recognized at cost and subsequently remeasured at their fair value. Derivative financial contracts are valued at their fair value using the market prices of derivative financial contracts at the closing date of the financial year. Unrealized and realized gains and losses arising from changes in the fair value are recognized in the statement of income in ’financial income and expenses’ in the period in which they arise. Interest income and expenses related to financial assets and liabilities at amortized cost are recognized over time. Principles related to interest expenses related to lease liabilities are presented in note 17, Leases. 131 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Financial income EUR million 2023 2022Interest income 1.7 0.2Other financial income 0.0 0.0Gains arising from changes in fair values of derivative financial contracts 3.2 2.6Foreign exchange gains 3.3 4.8Total 8.2 7.7 Financial expenses EUR million 2023 2022Interest expenses 2.2 0.7Interest expenses on lease liabilities 0.4 0.3Other financial expenses 0.5 0.4Losses arising from changes in fair values of derivative financial contracts 2.4 3.8Foreign exchange losses 6.3 5.5Total 11.9 10.8 Financial income and expenses, net -3.7 -3.1 Foreign exchange gains and losses include gains and losses mainly from revaluation of cash and cash equivalents, trade and other receivables, internal loans as well as trade and other payables. 10. INCOME TAXES Accounting principles The group tax expense includes taxes of group companies based on taxable profit for the financial year, tax adjustments for previous years and changes in deferred taxes. Taxes are recognized in the consolidated statement of income except when they are related with items recognized in other comprehensive income or directly in shareholder’s equity. Current taxes are calculated on the taxable corporate income based on the tax rates enacted or substantively enacted for each jurisdiction by the end of the financial year. Taxes are adjusted for the taxes of previous financial periods, if applicable. Deferred taxes are calculated for all temporary differences between the carrying amount of an asset or a liability and its tax base, and those are measured with enacted or substantively enacted tax rates for each jurisdiction by the end of the financial year. Main temporary differences arise from depreciation and amortization, accruals for share-based incentive plans and tax losses carried forward. Other temporary timing differences consist mainly of provisions and accruals of operating expenses. Deferred tax assets are recognized to the extent that it is probable that these can be utilized against future taxable profits. Vaisala has adopted the IAS12 amendment in relation to deferred tax related to assets and liabilities arising from a single transaction with the effect of initial application recognized as of January 1, 2022. Under the amendment, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The impact of the amendment is presented in New and amended IFRS Accounting standards that are effective for the year 2023. Accounting principles requiring management judgment and the main uncertainty factors relating to estimates Defining income taxes and deferred tax assets and liabilities as well as to what extent deferred tax assets may be recognized require management judgment. Group is subject to income taxation in several jurisdictions, in which interpretation of tax legislation may require management judgment and uncertainty may relate to the applied interpretations. Each uncertain tax treatment is considered separately or together depending on which approach predicts the uncertainty the best way. All these effects of uncertainties are reflected in the tax accounting when it is not probable that the tax authorities or appeal courts will accept treatments. Group follows all tax legislation in its operating countries and has limited tax exposure to transactions between group entities located in different jurisdictions. Management assumptions and estimates are needed especially in recognizing deferred tax assets related to tax losses carried forward. Key assumptions relate to the facts that recoverability periods for tax losses carried forward will not change and enacted tax laws and rates remain unchanged in the near future. When an entity has a history of recent losses the deferred tax asset arising from unused tax losses is recognized only to the extent that there are sufficient taxable temporary differences or there is convincing evidence that sufficient future taxable profit will be generated. At each balance sheet date, the expected utilization of deferred tax assets 132 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials related to unused tax losses are assessed while considering the likelihood of a) expected future taxable profits including availability of tax credits, b) identifiable causes to unused tax losses to be unlikely recurred c) available tax planning opportunities. Income taxes EUR million 2023 2022Tax based on taxable income for the financial year 14.7 14.2Taxes from previous financial years -0.1 1.7Change in deferred tax assets and liabilities -0.4 -1.5Total 14.2 14.5 Reconciliation statement between the statement of income tax item and taxes calculated at the tax rate of the group country of domicile EUR million 2023 2022Result before taxes 63.1 59.6Taxes calculated at the Finnish tax rate 12.6 11.9Effect of foreign subsidiaries' tax rates 2.2 2.1Non-deductible expenses 1.0 1.2Tax free income and tax incentives -1.3 -0.9Taxes from previous financial years -0.1 1.7Other direct taxes -0.1 0.0Reassessment of deferred tax assets - 0.0Other - -1.5Total 14.2 14.5Effective tax rate 22.5% 24.4% Vaisala has not any carry forward tax losses for which deferred tax assets have not been recognized as of December 31, 2023 and December 31, 2022. Deferred taxes in the statement of financial position EUR million 2023 2022Deferred tax assets 7.8 9.5Deferred tax liabilities -2.9 -4.3Total 4.9 5.2 Gross change in deferred taxes recognized in the statement of financial position EUR million 2023 2022Deferred taxes Jan 1 5.2 2.5Items recognized in the statement of income 0.4 1.2Effect of business combinations 0.0 2.1Translation differences -0.2 0.1Items recognized in the statement of comprehensive income -0.5 -0.7Deferred taxes Dec 31 4.9 5.2 133 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Changes in deferred taxes during 2023 Recognized in Recognized in the the statement of Effect of business EUR million Jan 1, 2023statement of income Translation differencescomprehensive incomecombinations Dec 31, 2023Deferred tax assetsInternal margin of inventories, intangible assets and property, plant and equipment 1.7 - -0.4 -0.1 - 1.3Employee benefits and share-based payments 3.0 0.9 -0.8 0.1 -0.5 2.7Unused tax losses 2.0 - -0.5 0.0 - 1.5Timing difference of amortization on intangible assets and depreciation on property, plant and equipment 2.7 0.9 0.4 0.0 - 4.0Other temporary timing differences 4.4 -1.8 0.4 -0.4 - 2.5Netted against deferred tax liabilities -4.2 - - - - -4.2Total 9.5 0.0 -0.9 -0.3 -0.5 7.8Deferred tax liabilitiesTiming difference of amortization on intangible assets and depreciation on property, plant and equipment 8.2 - 1.5 0.0 - 6.6Other 0.3 - -0.2 0.0 - 0.4Netted against deferred tax assets -4.2 - - - - -4.2Total 4.3 0.0 1.3 0.0 0.0 2.9Deferred tax assets, net 5.2 0.0 0.4 -0.3 -0.5 4.9 134 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Changes in deferred taxes during 2022 Recognized in the statement of Recognized in the Translation comprehensive Effect of business EUR million Jan 1, 2022 Reclassificationstatement of incomedifferencesincomecombinations Dec 31, 2022Deferred tax assetsInternal margin of inventories, intangible assets and property, plant and equipment 1.4 - 0.3 0.0 0.0 - 1.7Employee benefits and share-based payments 3.8 - 0.0 -0.1 -0.7 - 3.0Unused tax losses 3.7 - -1.6 -0.1 0.0 - 2.0Timing difference of amortization on intangible assets and depreciation on property, plant and equipment 0.7 - -0.1 0.0 0.0 2.1 2.7Other temporary timing differences 2.4 - 1.9 0.1 0.0 - 4.4Netted against deferred tax liabilities -2.8 - -1.4 - - - -4.2Total 9.2 0.0 -0.9 -0.2 -0.7 2.1 9.5Deferred tax liabilitiesTiming difference of amortization on intangible assets and depreciation on property, plant and equipment 9.1 - -1.0 0.1 0.0 - 8.2Other 0.3 - 0.0 0.0 0.0 - 0.3Netted against deferred tax assets -2.8 - -1.4 - - - -4.2Total 6.7 0.0 -2.4 0.0 0.0 0.0 4.3Deferred tax assets, net 2.5 0.0 1.5 -0.2 -0.7 2.1 5.2 135 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 11. EARNINGS PER SHARE Accounting principles Earnings per share is calculated by dividing the result for the period attributable to the parent company’s shareholders by weighted average number of issued shares during the financial year. Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding during the financial year with the diluted effect of potential shares from the share-based payments. Earnings per share 2023 2022Result attributable to the shareholders of the parent company, EUR million 48.9 45.0Weighted average number of shares outstanding, 1,000 pcs 36,259 36,207Effect of share-based incentive plans, 1,000 pcs 120 160Weighted average diluted number of shares, 1,000 pcs 36,379 36,367Earnings per share, EUR 1.35 1.24Diluted earnings per share, EUR 1.35 1.24 Net working capital 12. TRADE RECEIVABLES AND OTHER RECEIVABLES Accounting principles related to trade receivables and other receivables are presented in Note 21, Financial assets and liabilities. Trade receivables and other receivables EUR million 2023 2022Trade receivables 70.2 88.1Advances paid 1.0 1.3Value-added tax receivables 4.0 3.3Other receivables 2.1 2.2Derivative financial contracts 0.4 0.9Other prepaid expenses and accrued income 7.8 5.7Total 85.5 101.7 * ) In 2023, trade receivables included EUR 0.3 (0.6) million lease receivables. ** ) Other receivables and other prepaid expenses and accrued income include mainly grant related receivables as well as purchases and expenses related accruals The fair value of trade and other receivables is, in all material respects, equivalent to their carrying amounts. Expected credit losses of trade receivables, Dec 31, 2023 Trade receivables, Credit loss Trade receivables, EUR milliongross amountallowancenet amountCurrent 49.8 0.2 49.6Due less than 90 days 18.4 0.1 18.4Due 91-180 days 1.0 0.1 0.8Due over 180 days 1.1 0.4 0.7Credit loss allowance other than those based on age analysis 1.1 0.4 0.7Total 71.3 1.2 70.2 136 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Expected credit losses of trade receivables, Dec 31, 2022 Trade receivables, Credit loss Trade receivables, EUR milliongross amountallowancenet amountCurrent 58.4 0.2 58.3Due less than 90 days 21.5 0.1 21.4Due 91-180 days 2.2 0.3 1.9Due over 180 days 1.4 0.9 0.5Credit loss allowance other than those based on age analysis 6.6 0.6 6.0Total 90.1 2.0 88.1 Reconciliation of credit loss allowance of trade receivables EUR million 2023 2022Opening balance for credit loss allowance on Jan 1 2.0 1.5Change in credit loss allowance recognized in profit or loss during the financial year, net 0.2 0.6Receivables recognized as final credit losses during the financial year due to uncollectability -1.0 -0.2Exchange rate differences 0.0 0.0Total 1.2 2.0 Credit losses and related reversals arising from trade receivables recognized for the financial year amounted to EUR -0.2 (-0.6) million. Trade receivables by currency EUR million 2023 2022EUR 31.3 34.7USD 21.7 30.1GBP 3.5 5.1JPY 6.0 5.0AUD 0.9 0.9CNY 3.4 6.5CAD 3.0 2.3PLN 0.0 2.8Others 0.4 0.8Total 70.2 88.1 13. INVENTORIES Accounting principles Inventories are stated at the lower of costs incurred on procurement and conversion on standard cost basis (cost) or net realizable value. Inventory cost includes the cost of purchase (including mainly raw materials, import duties and transport), direct labor and a proportion of production overhead. An allowance is recognized for excess inventory and obsolescence. Accounting principles requiring management judgment and the main uncertainty factors relating to estimates Allowance for inventory is recognized for possible excess, obsolescence and decrease in net realizable value below inventory cost. Estimates and judgment are required in determining the value of the allowance for excess and obsolete inventory. Management analyses estimates of demand and determines allowance for excess and obsolete inventory. Possible changes in the assumptions may cause revaluation of inventory valuation in the future periods. 137 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Inventories EUR million 2023 2022Materials, supplies and finished goods 58.8 61.6Total 58.8 61.6 The cost of inventories recognized in the statement of income as an expense corresponding to net sales was EUR 151.6 (143.6) million. Write-offs and excess and obsolescence allowances for slow moving and obsolete inventory recognized during the financial year amounted to EUR 1.1 (1.6) million. 14. TRADE PAYABLES AND OTHER LIABILITIES Accounting principles Due to the short maturity of trade payables and other liabilities the carrying amount is considered to be the fair value. Trade and other payables are classified as current liabilities if they are due within 12 months from the balance sheet date or are to be settled within the normal operating business cycle. Accounting principles for derivative financial contracts are presented in note 21, Financial assets and liabilities. Trade payables and other liabilities EUR million 2023 2022Trade payables 13.8 25.2Personnel cost accruals 39.4 36.4Derivative financial contracts 0.4 0.5Other accrued expenses and deferred income 7.6 6.0Other current liabilities 5.4 5.9Total 66.5 74.0 * ) Other current liabilities and other accrued expenses and deferred income include mainly personnel expenses related liabilities, value added tax liabilities, accrued interests as well as purchases and expenses related accruals. Trade payables arise from ordinary course of business, and they relate to purchases of inventories, intangible and tangible assets and other goods and services. Personnel cost accruals are mainly related to bonuses and unused vacations. 15. PROVISIONS Accounting principles A provision is recognized when group has a legal or constructive obligation as a result of a prior event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of reporting period. If the effect of the time value of money is material, the amount of provision is the present value of the expenditure expected to be required to settle the obligation. The discount factor used in calculating the present value is selected so that it reflects the market view of the time value of money and the risks related to the obligations at the time of examination. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by a third party, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The amount of provisions is reviewed at end of each reporting period and the amount is adjusted to reflect the current best estimate. A provision is reversed when the probability of financial settlement has been removed. A change in provision is recognized in the same item of the statement of income in which the provision was originally recognized. Provisions can relate to restructuring of operations, loss-making contracts, warranties, legal disputes and other commitments. A restructuring provision is recognized when a detailed and appropriate plan for restructuring has been prepared and the company has started to implement the plan or has announced it to those affected by it. Restructuring provisions include mainly lease termination penalties and redundancy payments. A provision for a loss-making contract is recognized when unavoidable costs of meeting the obligation exceed the economic benefits expected to be received from the contract. A warranty provision covers the cost of repairing or replacing the products. The warranty provision is based on past experience and an estimate of future costs. 138 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Non-current provisions EUR million 2023 2022Provisions Jan 1 0.3 0.3Increase in provisions 0.1 0.1Used provisions - -0.1Provisions Dec 31 0.4 0.3 Current provisions EUR million 2023 2022Provisions Jan 1 2.7 2.0Increase in provisions 0.1 0.7Used provisions -0.2 -Provisions Dec 31 2.5 2.7 In 2023 and 2022 provisions related to warranties and other contractual commitments. Intangible and tangible assets 16. INTANGIBLE AND TANGIBLE ASSETS Accounting principles Goodwill Goodwill represents the excess of the consideration transferred of an acquisition over the fair value of the group’s share of the net assets of the acquired entity at the date of acquisition. Goodwill is calculated in the currency of the operating environment of the acquired entity. If the consideration transferred is lower than the net asset value of the acquired entity, the difference is recognized in the statement of income. Goodwill is not amortized but tested annually for possible impairment and whenever there is an indication that the value may be impaired. For this purpose, goodwill has been allocated to cash-generating units. Vaisala’s total goodwill is allocated to the cash-generating unit formed by the Weather and Environment business area. Goodwill is valued at acquisition cost less impairment losses. Impairment losses are recognized in the statement of income. Technology-based and customer-related intangible assets Intangible assets identified in connection with acquisitions are measured at the fair value at the acquisition date. In business combinations consideration transferred has been allocated to technology-based and customer related intangible assets. Initial measurement of technology-based and customer related intangible assets has been prepared by applying income and cost approach method. Intangible assets identified in connection with acquisitions are amortized over their delivery times or estimated useful lifetimes. Other intangible assets Other intangible assets include mainly patents, trademarks and licenses. Other intangible assets are recognized initially at acquisition cost and amortized using the straight-line method over their useful lifetime. Intangible assets that have an indefinite useful lifetime are not amortized, but are tested annually for impairment. The carrying amount of these intangible assets is not material. 139 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Estimated useful lifetimes for intangible assets are: Technology-based intangible assets 5–8 years Customer related intangible assets 1–10 years Intangible rights 3–20 years Software licenses 3–5 years Other intangible assets 3–5 years Property, plant and equipment Property, plant and equipment comprise mainly land and buildings as well as machinery and equipment. The carrying amount of assets is based on original acquisition cost less accumulated depreciation as well as possible impairment losses. The cost of self-constructed assets includes materials and direct labor as well as a proportion of overhead costs attributable to construction labor. If a tangible asset consists of several parts which have different useful lifetimes, these parts are treated as separate assets. Accordingly, expenses relating to the renewal of a part are capitalized and the remaining part is recognized as an expense. Otherwise, expenditures that incur later are included in the carrying amount of the tangible assets only if it is probable that the future economic benefit connected with the asset is for the benefit of group and that the acquisition cost can be reliably determined. Other repair and maintenance expenses are recognized in the statement of income when realized. Depreciation is calculated using the straight-line method and is based on the estimated useful lifetime of the asset. Land is not depreciated. Estimated useful lifetimes for assets are: Buildings and structures 5–40 years Machinery and equipment 3–10 years Other tangible assets 3–8 years The estimated useful lifetime of leased assets is three years. However, the assets are not depreciated as the residual value of the assets exceeds the carrying value. The residual values, depreciation methods and useful lifetimes of the assets are reviewed, and adjusted if necessary, in connection with each financial statement to reflect changes in the expectations of future economic benefit. Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount of the asset and are included in the operating result. Public grants received for investments are recognized as a reduction in the carrying amounts of tangible assets. Thus, grants are recognized in the form of lower depreciation over the useful lifetime of the asset. Impairment In the end of each reporting period, the group reviews assets for any indication of impairment. The need for impairment is reviewed at cash-generating unit level, i.e. at the lowest level of units which is mainly independent of other units and whose cash flows are separate and highly independent from the cash flows of other corresponding units. If there is an indication of impairment, the recoverable amount of the asset is assessed. Additionally, the recoverable amount is assessed annually for the following assets irrespective of whether there is indication of impairment: goodwill, intangible assets which have an indefinite useful lifetime, as well as incomplete intangible assets. The recoverable amount is the higher of the asset’s fair value less the cost arising from disposal and its value in use. In determining value in use, the estimated future cash flows are discounted to their present value using discount rates that reflect the average pre-tax cost of capital for the respective country and industry (WACC = weighted average cost of capital). The special risks associated with these assets are also taken into account in the discount rates. For an individual asset that does not independently generate future cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is recognized as an expense when the carrying amount of the asset is greater than its recoverable amount. An impairment loss is reversed if there has been a change in the circumstances that led to the estimates and the recoverable amount of the asset has changed since the impairment loss was recognized. An impairment loss is not reversed more than the carrying amount of the asset (less depreciation) without an impairment loss recognized. Impairment losses recognized for goodwill are not reversed under any circumstances Accounting principles requiring management judgment and the main uncertainty factors relating to estimates In business combinations, IFRS 3 requires the acquirer to recognize an intangible asset separately from goodwill, if the recognition criteria are met. Recognition of an intangible asset at fair value requires management estimates of future cash flows. To the extent possible, management has used available market values as the basis for allocating costs to determine fair values. When this is not possible, which is typical especially for intangible assets, valuation is mainly based on the expectations on returns of the asset and its intended use in the business. Valuations are based on discounted cash flows and require management’s estimates and assumptions about the future use of the assets and their effect on the financial position of the company. Changes in the focus and direction of the company’s business operations may, in the future, result in changes in the original valuation. Group tests goodwill annually for impairment and assesses indications of impairment of property, plant and equipment and intangible assets as described above. The recoverable amounts of cash-generating units are determined using value in use calculations. Although management believes that the assumptions used are appropriate, the estimated recoverable amounts might differ materially from those realized in the future. 140 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Intangible assets Technology-based Customer related Advance payments and EUR million Goodwillintangible assetsintangible assets Other intangible assetsconstruction in progress TotalAcquisition cost Jan 1, 2023 46.6 42.3 16.8 28.2 0.4 134.2Translation difference -0.7 -0.2 -0.3 0.0 -1.2Increases 0.2 0.3 0.2 0.7Decreases -0.1 -0.6 -0.6Transfers between items 0.1 -0.1 -0.0Acquisition cost Dec 31, 2023 45.9 42.2 16.8 27.8 0.4 133.0Accumulated amortization and impairment Jan 1, 2023 23.6 12.3 27.1 62.9Translation difference -0.0 -0.2 -0.3Accumulated amortization of decreases and transfers -0.1 -0.6 -0.6Amortization for the financial year 6.1 2.0 0.5 8.6Impairment for the financial year -0.0 0.0 0.0Accumulated amortization and impairment Dec 31, 2023 29.5 14.3 26.8 70.6Carrying amount Dec 31, 2023 45.9 12.7 2.5 1.0 0.4 62.5 141 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Intangible assets Technlogy-based Customer related Other intangible Advance payments and EUR million Goodwillintangible assetsintangible assetsassetsconstruction in progress TotalAcquisition cost Jan 1, 2022 29.6 39.1 14.1 32.4 0.3 115.6Translation difference 1.1 0.1 0.1 0.4 0.0 1.8Increases 0.2 0.2 0.4Business combinations 15.9 3.0 2.5 21.4Decreases -0.0 -5.0 -5.0Transfers between items 0.1 -0.1 -0.0Acquisition cost Dec 31, 2022 46.6 42.3 16.8 28.2 0.4 134.3Accumulated amortization and impairment Jan 1, 2022 17.5 10.1 31.0 58.7Translation difference -0.0 0.4 0.4Accumulated amortization of decreases and transfers -0.0 -5.0 -5.0Amortization for the financial year 6.0 2.2 0.5 8.7Impairment for the financial year 0.1 0.1Accumulated amortization and impairment Dec 31, 2022 23.6 12.3 27.1 62.9Carrying amount Dec 31, 2022 46.6 18.7 4.5 1.1 0.4 71.3 Impairment testing Vaisala assesses the value of goodwill, intangible assets which have an indefinite useful lifetime, as well as incomplete intangible assets for impairment annually and whenever there is an indication that the unit may be impaired. The recoverable amount of the cash-generating unit is based on value in use calculations and cash flows are based on three year forecasts approved by Vaisala management. Vaisala's total goodwill is allocated to the cash-generating unit formed by Weather and Environment business area. In Weather and Environment business area cash-generating unit the recoverable amount exceeds the carrying amount by EUR 161 (203) million. Weather and Environment business area sales are expected to grow in average 6 (4)% next three years. Terminal growth rate is 2 (2)% and Weighted Average Cost of Capital is 12.2 (10.9)%. Key assumptions in impairment testing are net sales, profitability and discount rate. Vaisala’s management has estimated it to be unlikely that any expected change in key assumptions would lead to carrying amount of the cash-generating unit exceeding the recoverable amount. 142 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Property, plant and equipment Machinery and Advance payments and EUR million Land and waters Buildings and structuresequipment Leased assets Other tangible assetsconstruction in progress TotalAcquisition cost Jan 1, 2023 4.8 99.2 85.0 2.0 0.1 8.7 199.7Translation difference -0.1 -0.8 -0.7 -0.0 -1.5Increases 2.0 6.3 0.4 4.5 13.2Decreases 0.8 -5.2 -0.3 -4.8Transfers between items 0.3 5.2 -5.7 -0.2Acquisition cost Dec 31, 2023 4.7 101.4 90.6 2.0 0.1 7.5 206.3Accumulated depreciation and impairment Jan 1, 2023 47.2 56.4 0.1 103.7Translation difference -0.3 -0.6 0.0 -0.9Accumulated depreciation of decreases and transfers 0.8 -5.1 0.0 -4.4Depreciation for the financial year 4.3 8.1 12.5Impairment for the financial year 0.0 0.1 0.3 0.4Accumulated depreciation and impairment Dec 31, 2023 52.0 58.8 0.5 111.4Carrying amount Dec 31, 2023 4.7 49.4 31.7 1.6 0.1 7.5 95.0 143 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Property, plant and equipment Machinery and Advance payments and EUR million Land and waters Buildings and structuresequipment Leased assets Other tangible assetsconstruction in progress TotalAcquisition cost Jan 1, 2022 4.7 99.1 83.6 1.7 0.1 9.3 198.3Translation difference 0.1 1.1 0.6 0.0 1.9Increases 1.1 5.5 0.6 5.9 13.0Business combinations 0.0 0.0Decreases -3.2 -9.9 -0.3 -13.4Transfers between items 1.1 5.2 0.0 -6.4 -0.1Acquisition cost Dec 31, 2022 4.8 99.2 85.0 2.0 0.1 8.7 199.7Accumulated depreciation and impairment Jan 1, 2022 46.5 57.7 0.1 104.2Translation difference 0.2 0.5 -0.0 0.7Accumulated depreciation of decreases and transfers -3.7 -9.4 -13.1Business combinations 0.0 0.0Depreciation for the financial year 4.2 7.5 11.7Impairment for the financial year 0.0 0.1 0.0 0.2Accumulated depreciation and impairment Dec 31, 2022 47.2 56.4 0.1 103.7Carrying amount Dec 31, 2022 4.8 51.9 28.7 1.8 0.1 8.7 96.0 144 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Depreciation, amortization and impairment by function EUR million 2023 2022Procurement and production 5.0 4.6Sales, marketing and administration 15.0 14.7Research and development 1.5 1.5Total 21.5 20.7 Depreciation, amortization and impairment by asset group 2023 Depreciation and EUR millionamortization Impairment TotalTechnology-based intangible assets 6.1 6.1Customer related intangible assets 2.0 2.0Other intangible assets 0.5 0.0 0.5Buildings and structures 4.3 0.0 4.4Machinery and equipment 8.1 0.1 8.2Leased assets 0.3 0.3Total 21.0 0.4 21.5 Depreciation, amortization and impairment by asset group 2022 Depreciation and EUR millionamortization Impairment TotalTechnology-based intangible assets 6.0 6.0Customer related intangible assets 2.2 2.2Other intangible assets 0.5 0.1 0.6Buildings and structures 4.2 0.0 4.2Machinery and equipment 7.5 0.1 7.6Leased assets 0.0 0.0Total 20.4 0.3 20.7 17. LEASES Leases as lessee Accounting principles Vaisala acts as a lessee and its lease contracts consist mainly of offices, other premises, land area, apartments and cars. Majority of Vaisala’s lease contracts are fixed-term arrangements without one-sided extension or termination options and thus the lease term is defined based on the duration of the contract. If an arrangement includes extension, termination or purchase option management estimates the probable lease term for each arrangement based on an understanding of the business needs. A contract may include both a lease component and other components (such as a service fee), for which the contract consideration is allocated on the basis of relative separate prices. Other components are excluded from IFRS 16 calculation, except for service fees for car leases, which are included in the lease component. For leases, right-of-use asset and corresponding lease liability are recognized in the statement of financial position. The cost of initial measurement of the right-of-use asset comprises the following items: • the amount of the initial measurement of the lease liability; • any lease payments made at or before the commencement date, less any lease incentives received (such as rent-free period); • any initial direct costs incurred by the lessee; and • the potential costs of restoring the underlying asset Right-of-use assets are tested for impairment as described in Note 16, Intangible and tangible assets. Subsequently right-of-use asset is measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is initially measured at the present value of the future lease payments discounted by incremental borrowing rate. Incremental borrowing rate is the rate of interest that Vaisala would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Subsequently, in valuation of lease liability effective interest rate method is applied, according to which lease liability is recognized at amortized cost and interest expense is accrued over the lease term. 145 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Lease liabilities include the net fair value of the following payments: • fixed payments (including in-substance fixed payments), less any lease incentives receivable; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable by the lessee under residual value guarantees; • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. Leases based on extension options that are reasonably certain to be exercised are also included in the liability. Subsequently, the amount of lease liability is affected by, among other things, the interest accrued by the lease liability, the leases paid, the index increases in leases and the effects of changes in contract. Depreciation and impairments of right-of-use assets, interest on lease liabilities and items arising from contractual changes are recognized in the consolidated statement of income. Accounting principles requiring management judgment and the main uncertainty factors relating to estimates The application of IFRS 16 in the situations, in which Vaisala acts as a lessee, requires management to consider the duration of the lease term if there is an option for extension, termination or purchase. When evaluating the likelihood of the option being exercised and, therefore, the duration of the lease term, management takes into account all known facts and circumstances that create a financial incentive to exercise, or not to exercise, the option on a contractual basis. Management’s estimates of the business needs and hence the likelihood of the exercise of various options are based on known short- and long-term strategies and action plans and on the possible reorganization plans and investment decisions based on them. When evaluating the likelihood of the exercise of options, the decision is also influenced by, among other things, the purpose of the use of the premises and the extent of the investments made. Amounts recognized in the statement of financial position related to leases Carrying amounts of right-of-use assets EUR million 2023 2022Land and waters 1.3 1.3Buildings and structures 11.4 10.1Machinery and equipment 0.5 0.5Total 13.1 11.9 Additions to the right-of-use assets during the financial year 2023 were EUR 4.5 (3.9) million. Interest-bearing lease liabilities EUR million 2023 2022Non-current 9.3 8.3Current 2.8 2.7Total 12.1 10.9 Maturity of lease liabilities is presented in note 21, Financial assets and liabilities. Cash outflow for lease contracts not commenced on December 31, 2023 are presented in note 24. Contingent liabilities and pledges given. Amounts recognized in the statement of income related to leases Depreciation of right-of-use assets EUR million 2023 2022Buildings and structures 2.7 2.5Machinery and equipment 0.3 0.4Total 3.1 2.9 Write-downs of right-of-use assets EUR million 2023 2022Buildings and structures 0.0 0.1Total 0.0 0.1 Other items recognized in the statement of income EUR million 2023 2022Interest expense on lease liabilities 0.4 0.3 The total cash outflow for leases in 2023 was EUR 3.5 (3.2) million. 146 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Capital structure 18. SHAREHOLDERS’ EQUITY Accounting principles The group’s equity consists of share capital, reserve fund, fund of invested non-restricted equity, translation differences and retained earnings. Shares issued by the parent company are presented as share capital. Expenses related to the share issues or acquisition of own shares are presented as a reduction of equity. If the company acquires back its own shares, the consideration paid including direct costs is deducted from the equity. The Board of Directors’ proposal for dividend distribution is not recognized in the financial statements. The dividends are recognized only after the Annual General Meetings’ approval. Shares and share capital Vaisala Corporation has 36,436,728 shares, of which 6,731,092 are series K shares and 29,705,636 series A shares. The shares do not have nominal value. Series A shares are listed on the Nasdaq Helsinki Ltd. The series K shares and A shares are differentiated by the fact that each series K share entitles its owner to twenty (20) votes at General Meeting of Shareholders while each series A share entitles its owner to one (1) vote. The shares have the same rights to dividend. Series K shares can be converted to series A shares according to specific rules stated in the Articles of Association. On December 31, 2023 and 2022, the fully paid and registered share capital of Vaisala Corporation amounted to EUR 7,660,807.86. Leases as lessor Accounting principles In Vaisala, all lease agreements, in which Vaisala acts as a lessor, are classified as operating leases as the risks and rewards incidental to ownership of the underlying assets are not substantially transferred to the lessee. The lease payments are recognized on straight-line basis as lease income. Lease income is presented as part of net sales. Vaisala recognizes costs incurred in earning the lease income as an expense in the cost of goods sold. The lease term is determined as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. Leased assets are included in property plant and equipment. The estimated useful lifetime of the assets is three years. However, the assets are not depreciated as the residual value of the assets is greater than the carrying value, but the assets are tested for impairment in accordance with IAS 36 Impairment of assets. Vaisala as lessor Vaisala leases wind lidars for wind measurements. The lease terms are usually short-term, but maximum two years. Lease income recognized in financial year 2023 was EUR 1.8 (1.7) million. At the end of the financial year 2023 the undiscounted lease payments to be received were EUR 0.7 (1.2) million and will be received during the financial year 2024. 147 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Share capital and reserves Number of EUR millionshares 1,000 Share capital Other reserves Treasury shares TotalDec 31, 2021 36,101 7.7 7.0 -4.6 10.0Share-based payments 127 -3.4 1.4 2.9Translation difference -0.0 -0.0Dec 31, 2022 36,228 7.7 3.5 -3.3 8.0Share-based payments 73 -1.2 1.2 -0.1Purchase of treasury shares -50 -2.1 -2.1Translation differences 0.0 0.0Dec 31, 2023 36,251 7.7 2.3 -4.2 5.8Own shares held by the company 185Total 36,437 Other reserves Other reserves consist of reserve fund and invested non-restricted equity. Share-based payments are also recognized in other reserves. The reserve fund, EUR 0.5 (0.5) million, includes items based on local rules of subsidiaries. Eligibility of the reserve fund is subject to restrictions based on local regulations. Invested non-restricted equity includes funds transferred from the share premium fund. On December 31, 2023 the amount of other reserves totaled EUR 0.1 (0.1) million. Own shares Own shares (treasury shares) include the acquisition cost of own shares held by the group and are presented as a deduction from retained earnings. Purchase price Number of sharesEUR millionTreasury shares Dec 31, 2021 335,655 4.6Distribution of treasury shares to key employees -127,168 -1.4Treasury shares Dec 31, 2022 208,487 3.3Distribution of treasury shares to key employees -73,011 -1.2Purchase of treasury shares 50,000 2.1Treasury shares Dec 31, 2023 185,476 4.2 In 2023, Vaisala purchased treasury shares totaling 50,000 shares. The purchase price was EUR 2.1 million. On December 31, 2023 the company held 185,476 (208,487) series A shares representing 0.5% (0.6) of the total number of shares and 0.1% (0.1) of the voting rights. The consideration paid for the shares held by the company was EUR 4.2 million. Treasury shares can be used as consideration in possible acquisitions or in other business-related arrangements, to finance investments, as part of the company's incentive program, or be retained, conveyed, or cancelled by the company. Translation differences Translation differences include the translation differences arising from the elimination of the acquisition cost of non-euro area group companies and from post-acquisition equity items, and the translation differences arising from translation of profit or loss for the period. The group has not hedged any equity denominated in foreign currency. The result for the financial year is recognized in retained earnings. Dividend For the financial year 2022 a dividend of EUR 0.72 per share was paid, totaling EUR 26.1 million. The Board of Directors proposes to the Annual General Meeting to be held on March 26, 2024 that a dividend of EUR 0.75 per share be paid for the financial year 2023, representing a total dividend of EUR 27.2 million. The proposed dividend has not been recognized as a dividend liability in these financial statements. 148 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 19. FINANCIAL RISK MANAGEMENT Vaisala is exposed to a number of financial risks in its operations of which key ones are currency risk, interest rate risk, refinancing and liquidity risks as well as financial counterparty risk and trade receivables credit risks. Vaisala’s objective is to limit the impact of these risks on statement of income, statement of financial position and cash flow statement. The management of financial risks is based on the treasury and credit policies approved by the Board of Directors. Currency risk Currency risk refers to the uncertainty in statement of income, statement of financial position and cash flow statement arising from exchange rate fluctuations. Vaisala’s business is global and is exposed to transaction and translation risks in multiple currencies. The transaction risk is related to the currency flows of sales and expenses. The translation risk arises from net investments in entities outside the euro area. Vaisala’s sales are denominated in various currencies. In 2023, 43% of the group’s sales was in EUR, 34% in USD, 11% in CNY, 5% in JPY and 4% in GBP. Expenses and purchases occur mostly in EUR and USD. The group’s policy is to hedge foreign currency positions which consists of the order book, purchase commitments, net receivables, cash and cash equivalents and intercompany loans. Vaisala does not hedge forecasted cash flows that are not in the order book. Vaisala does not apply hedge accounting in accordance with IFRS Accounting Standards and changes in fair value are recognized in the statement of income. Accounting principles and content related to derivative financial contracts are presented in the note 21. Financial assets and liabilities. Intercompany loans and deposits are mainly initiated in subsidiaries’ local currencies. Vaisala does not hedge equities of subsidiaries. Translation of subsidiaries’ equities into euros caused translation difference of EUR -3.3 (2.4) million. The most significant translation risk exposures are in USD. The IFRS 7 currency risk sensitivity analysis is based on the group companies’ foreign currency receivables, cash and cash equivalents and liabilities. The calculation does not include internal loans, order book or forecasted cash flows, but includes foreign exchange forward contracts in their nominal value. The effect of a 10% appreciation in all open net currency positions against EUR on Vaisala’s result after taxes and equity would have been EUR 0.0 (0.2) million. Three largest foreign exchange net exposures in euro and their sensitivity analysis based on a 10% change (before taxes) are presented in the following table: Foreign exchange net exposures against EUR 2023 2022EUR millionNet position Sensitivity EUR million Net position SensitivityUSD -2.3 +/- 0.2 USD -10.2 +/- 1.0CNY 2.2 +/- 0.2 CNY 4.7 +/- 0.4GBP -1.5 +/- 0.1 GBP 3.0 +/- 0.3 Interest rate risk Interest rate risk refers to the uncertainty in statement of income, statement of financial position and cash flow statement arising from interest rate changes. The group is exposed to cash flow interest rate risk, if it has floating rate liabilities and/or cash and cash equivalents. At the end of the financial year 2023 Vaisala’s interest- bearing liabilities and loans totaled EUR 62.1 (63.4) million, of which EUR 50.0 (40.1) million were at floating rates. EUR 12.1 (10.9) million of interest-bearing liabilities and loans related to lease liabilities. In addition, interest paid on cash and cash equivalents is tied to floating rate. Vaisala was not exposed to material interest rate risk due to negative net debt EUR -28.2 (7.9) million. An interest rate increase of one percentage point would have a positive impact on net result of EUR 0.4 (0.0) million on the following year's net interest income and expenses, assuming that group's floating rate liabilities and cash and cash equivalents do not change. The calculation has taken into account liabilities with floating rates as well as cash and cash equivalents converted into euros. Foreign exchange derivatives are not taken into account in the calculation. Interest income and expenses are presented in the note 9. Financial income and expenses. Refinancing and liquidity risks Refinancing and liquidity risk refers to the uncertainty in the ability to maintain liquidity. In order to ensure liquidity, cash and cash equivalents and availability of credit facilities are maintained at a sufficient level. On December 31, 2023 Vaisala’s cash and cash equivalents amounted to EUR 90.3 (55.5) million. Vaisala has a EUR 50.0 million unsecured term loan which was signed on March 31, 2023. The term loan matures in 2026. This term loan is for general corporate and working capital purposes and refinancing the previous the term loan of EUR 40 million. The loan was fully utilized on April 5, 2023, and EUR 40 million loan was repaid. The loan has a financial covenant (gearing) tested semi-annually and on December 31, 2023, Vaisala was in compliance with the covenant. In addition, Vaisala has a domestic commercial paper program amounting to EUR 150 million. Vaisala had not issued any domestic commercial papers on December 31, 2023 (Dec 31, 2022: EUR 12.5 million). On October 5, 2023, Vaisala signed a EUR 50 million three-year unsecured revolving credit facility with two one-year extension options. The facility agreement includes a financial covenant based on gearing, which is tested semi-annually and on December 31, 2023, Vaisala was in compliance with the covenant. The revolving credit facility is to be used for general corporate and working capital purposes and the arrangement replaced undrawn EUR 50 million facility signed in October 2018. The revolving credit facility was undrawn on December 31, 2023, as year before at the end of 2022. Consequently, Vaisala had interest-bearing liabilities totaling EUR 62.1 (63.4) million on December 31, 2023. Vaisala has no loans that would mature after five years or more. Financial counterparty risk Financial counterparty risk refers to the uncertainty about the counterparty’s ability to assume the obligations related to the financing. Vaisala is exposed to financial counterparty risk in respect of cash and cash equivalents and derivative financial instruments. Vaisala’s cash and cash equivalents amounted to EUR 90.3 (55.5) million and the nominal value of derivative financial instruments to EUR 43.7 (38.3) million. Vaisala deposits its assets 149 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials and concludes derivative financial contracts with counterparties with good creditworthiness and approved according to Vaisala’s treasury policy. The creditworthiness of banks is constantly assessed. Trade receivables credit risk Trade receivables credit risk means the customer-related uncertainty about the collectability of receivables. These trade receivables credit risks are managed by using letter of credit, advance payments and bank guarantees as payment terms. Additionally, trade receivables credit risk is managed by monitoring customer liquidity. Management estimates that the group does not have significant credit risk concentrations. No single customer or a group of customers constitutes a significant risk due to globally distributed customer base. During the financial year, credit losses and related reversals for trade receivables recognized in the statement of income amounted to EUR -0.2 (-0.6) million. Credit loss is recognized once it has been officially declared that the receivable will not be paid as a result of liquidation or bankruptcy. Trade receivables including expected credit losses are presented in the note 12. Trade receivables and other receivables. Accounting principles related to trade receivables are presented in the note 21. Financial assets and liabilities. 20. NON-CURRENT RECEIVABLES 2023 carrying 2022 carrying EUR millionamounts Fair valuesamounts Fair valuesNon-current deposits 1.0 1.0 0.8 0.8Other non-current receivables 0.2 0.2 0.2 0.2Total 1.2 1.2 1.0 1.0 21. FINANCIAL ASSETS AND LIABILITIES Accounting principles Financial assets Financial assets are classified into following categories: at amortized cost and at fair value through profit and loss. Financial assets are measured on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets or by applying fair value option in connection with the original acquisition. All purchases and sales of financial assets are recognized on the clearance date. Financial assets measured at amortized cost are held to maturity date within a business model to collect contractual cash flows and these cash flows consist solely of payments of principal and interest on the principal amount outstanding. Financial assets measured at amortized cost include mainly trade receivables, prepaid income, accrued income and other receivables. In initial recognition of financial asset classified as at amortized cost, the asset is measured at fair value including transaction costs that are directly attributable to the acquisition. Due to their nature current trade receivables’ and other receivables’ carrying amount approximate to its fair value. Interest income related to these financial assets is measured with the effective interest rate method and is included in the financial income. Financial assets are derecognized from the statement of financial position when the contractual rights to the cash flows from the financial asset expire or the entity substantially transfers the risks and rewards outside the group. Profit or loss related to the derecognition of financial assets from the statement of financial position is recognized in the statement of income. Impairment losses are recognized in the statement of income. Financial assets recognized at fair value through profit and loss are financial assets that are held for trading purposes such as derivative financial instruments for which Vaisala does not apply hedge accounting according to IFRS 9. Realized and unrealized gains and losses arising from changes in fair value are recognized in the statement of income in the period in which they arise. Financial assets held for trading as well as those maturing within 12 months are included in current assets. Impairment of financial assets Credit loss allowance for trade receivables and contract assets is measured applying simplified approach according to IFRS 9 as no significant financing component is included in those assets. Lifetime expected credit losses are determined based on the provision matrix, utilizing different credit risk across different receivable groups. The groupings are based on aging buckets, geographical regions, existence of collaterals and insolvency proceedings or other evidence of an increased credit risk of the receivables. Expected credit loss risks for different receivable groups are based on historical loss rates and management estimates. Changes in the credit loss allowance based on lifetime expected credit losses as well as final credit losses are recognized in the statement of income. Cash and cash equivalents are recognized in the statement of financial position at original cost. Cash and cash equivalents consist of cash on bank accounts and bank deposits. Financial liabilities Financial liabilities are classified into following categories: at amortized cost and at fair value through profit and loss. Financial liabilities are initially measured at fair value based on the original consideration received. Transaction costs are included in the original carrying amount of the financial liabilities. Subsequently all financial liabilities, except for derivative financial instruments, are measured applying the effective interest method at amortized cost. Financial liabilities are included both in current and non-current liabilities and those may be both interest-bearing and non-interest-bearing. Liabilities maturing in less than 12 months are presented in current liabilities. Financial liabilities are derecognized from statement of financial position when the obligation specified in the contract is discharged, cancelled or expires. Derivative financial instruments The group’s all derivative financial contracts are foreign exchange forward contracts. The group has sales in a number of currencies. All derivative financial contracts are classified at fair value through profit and loss and are initially measured at fair value on the closing date of the derivative financial contract. Derivative financial 150 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials contracts are subsequently measured at fair value through profit and loss at the end of each reporting date. The fair value of a foreign exchange forward contract is measured at the present value of the future cash flows. Unrealized and realized gains and losses arising from changes in the fair value are recognized in the statement of income in financial income and expenses in the period in which they arise. Derivative financial contracts are included in the statement of financial position in other receivables and payables. The group does not apply hedge accounting under IFRS 9 to foreign exchange forward contracts. The fair value of the derivative financial contracts is based on information that is observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). In addition to the quoted prices, Vaisala prepares own assessment using commonly acceptable valuation techniques. Hence Vaisala’s derivative financial contracts belong to the level 2 in fair value hierarchy. There were no transfers between the hierarchy levels in 2022 or 2023. The group has a number of investments in foreign subsidiaries whose net assets are exposed to currency risk. The group does not hedge the currency risk related to subsidiaries’ net assets. Classification of financial assets and liabilities as of December 31, 2022 Carrying Fair value amount of through statement profit and Amortized of financial EUR millionloss costposition items Fair value NoteFinancial assetsNon-current receivables 0.0 1.0 1.0 1.0 20Trade receivables and forward contracts 0.9 88.1 88.1 88.1 12Cash and cash equivalents 55.5 55.5 55.5 23Total 1.0 144.6 144.6 144.6Financial liabilitiesInterest-bearing non-current lease liabilities 8.3 8.3 8.3 17Other non-current liabilities 2.1 2.1 2.1 21Interest-bearing current loans from financial institutions 40.0 40.0 40.0 21Interest-bearing current lease liabilities 2.7 2.7 2.7 17Interest-bearing current liabilities 12.5 12.5 12.5 21Trade payables and forward contracts 0.5 25.2 25.2 25.2 14Total 0.5 90.8 90.8 90.8 Vaisala has a EUR 50.0 million unsecured term loan which was signed on March 31, 2023. The loan matures in 2026, and has a financial covenant (gearing), which is tested semi-annually. On December 31, 2023, Vaisala was in compliance with the covenant. This term loan is used for general corporate and working capital purposes and it was used to refinance the previous term loan of EUR 40.0 million. In addition, Vaisala has a domestic commercial paper program amounting to EUR 150 million. Vaisala had not issued any domestic commercial papers on December 31, 2023 (Dec 31, 2022: EUR 12.5 million). On October 5, 2023, Vaisala signed a EUR 50 million three-year unsecured revolving credit facility with two one-year extension options. The facility agreement includes a financial covenant based on gearing, which is tested semi-annually and on December 31, 2023, Vaisala was in compliance with the covenant. The revolving credit facility is to be Classification of financial assets and Carrying Fair value amount of liabilities as of December 31, 2023through statement profit and Amortized of financial Fair EUR millionloss costposition itemsvalue NoteFinancial assetsNon-current receivables 1.2 1.2 1.2 20Trade receivables and forward contracts 0.4 70.2 70.2 70.2 12Cash and cash equivalents 90.3 90.3 90.3 23Total 0.4 161.8 161.8 161.8Financial liabilitiesInterest-bearing non-current loans from financial institutions 50.0 50.0 50.0 21Interest-bearing non-current lease liabilities 9.3 9.3 9.3 17Other non-current liabilities 4.2 4.2 4.2 21Interest-bearing current lease liabilities 2.8 2.8 2.8 17Interest-bearing current liabilities 0.0 0.0 0.0 21Trade payables and forward contracts 0.4 13.8 13.8 13.8 14Total 0.4 80.1 80.1 80.1 151 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials used for general corporate and working capital purposes and the arrangement replaced undrawn EUR 50 million facility signed in October 2018. The revolving credit facility was undrawn on December 31, 2023, as year before at the end of 2022. On December 31, 2023, Vaisala had interest bearing liabilities totaling EUR 62.1 (63.4) million. Group has no loans that would mature after five years or more. Maturity of interest-bearing liabilities 2023 EUR million 2024 2025–2028 2029–2033 2034Loans from financial institutions 50.0Revolving credit facilityOther interest-bearing loans 0.0Lease liabilities 3.1 7.2 3.1Total 3.2 57.2 3.1 0.0 Maturity of interest-bearing liabilities 2022 EUR million 2023 2024–2027 2028–2032 2033Loans from financial institutions 40.0Revolving credit facilityOther interest-bearing loans 12.5Lease liabilities 3.0 5.6 2.4 1.4Total 55.5 5.6 2.4 1.4 Derivative financial contracts EUR million 2023 2022Nominal value of derivative financial contracts made to hedge against exchange rate riskForeign exchange forward contracts 43.7 38.3Nominal value, total 43.7 38.3 Nominal value of derivative financial contracts in currencies 2023 2022Currency million EUR million Currency million EUR millionUSD 22.0 20.0 27.0 25.1CNH 60.0 7.7 30.0 4.2JPY 750.0 4.7 350.0 2.5PLN - - 9.0 1.9SEK 27.5 2.3 25.0 2.4CAD 7.2 5.0 3.0 2.2GBP 3.5 4.0 - -Total 43.7 38.3 Maturity of derivative financial contracts EUR million 2023 2022Less than 90 days 37.1 11.7Over 90 days and less than 120 days 2.0 5.4Over 120 days and less than 180 days 4.5 9.5Over 180 days and less than 365 days - 10.6Over 365 days and less than 545 days - 1.1Total 43.7 38.3 Fair value of derivative financial contracts made to hedge against exchange rate risk EUR million 2023 2022Fair values of derivative financial contracts, assets 0.4 1.0Fair values of derivative financial contracts, liabilities 0.4 0.5 152 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 22. INTEREST-BEARING LIABILITIES AND OTHER ADJUSTMENTS IN CASH FLOW STATEMENT Reconciliation of movements of interest-bearing liabilities to cash flow arising from financing activities Non-cash EUR million Dec 31, 2022 Cash flow effectchanges Dec 31, 2023Loans from financial institutions 40.0 10.0 50.0Credit facility 0.0 0.0Lease liabilities 10.9 -3.1 4.3 12.0Other interest-bearing liabilities 12.6 -12.5 0.0Exchange rate differences 0.0 0.0 0.0Total 63.4 -5.6 4.3 62.1 Reconciliation of movements of interest-bearing liabilities to cash flow arising from financing activities Non-cash EUR million Dec 31, 2021 Cash flow effectchanges Dec 31, 2022Loans from financial institutions 40.0 40.0Credit facility 0.0 0.0Lease liabilities 10.1 -2.9 3.7 10.9Other interest-bearing liabilities 0.1 12.5 12.6Exchange rate differences 0.0 0.0Total 50.2 9.6 3.7 63.4 Specification of other adjustments in the cash flow from operating activities EUR million 2023 2022Change in bad debt provision -0.8 0.5Change in excess and obsolete provision in inventory -0.5 -0.3Change in provisions -0.3 0.7Adjustment related to share-based incentive plans 0.4 -1.4Other adjustments 0.3 0.7Total -0.9 0.3 23. CASH AND CASH EQUIVALENTS Accounting principles related to cash and cash equivalents are presented in Note 21, Financial Assets and Liabilities. Cash and cash equivalents EUR million 2023 2022Cash and cash equivalents 90.3 55.5 The fair values of cash and cash equivalents are equivalent to their carrying amounts. 153 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Consolidation 25. BUSINESS COMBINATIONS There were no business combinations during financial year 2023. On January 27, 2022, Vaisala acquired all membership units in US-based Whether or Knot, LLC (dba AerisWeather), a subscription-based software company providing weather and environmental information. The acquisition supports execution of Weather and Environment business area’s strategy to drive growth in Data as a Service and Software as a Service recurring revenue businesses. In 2021, AerisWeather’s (unaudited) net sales were EUR 2.7 million and the statement of financial position totaled EUR 1.1 million on December 31, 2021. Net sales of the acquired company between January 27, 2022, and December 31, 2022, were EUR 3.7 million and operating result EUR -2.1 million. If the acquisition had occurred on January 1, 2022, management estimates consolidated net sales during January–December 2022 would have been EUR 514 million and operating result EUR 63 million. The consideration transferred (paid in cash) was EUR 23 million. Goodwill was recognized for EUR 16,0 million and allocated to Weather and Environment business area cash- generating unit. Goodwill of this acquisition reflects synergies that Vaisala expects to be realized especially from the following areas: • Utilization of AerisWeather’s integration platform for third-party data as part of Vaisala’s enhanced forecasting and analytics business • Large scale utilization of AerisWeather’s developer tools and data sales platform as channel for Vaisala’s forecasting and analytics products, and • Vaisala’s access to new markets focusing especially on software developers The total amount of goodwill is expected to be deductible for tax purposes. During the measurement period, provisionally recognized liabilities have been adjusted to reduce the amount of deferred tax liabilities by EUR 0.8 million in the purchase price allocation. As a result, the amount of goodwill increased by EUR 0.8 million from the provisionally recognized amount. Acquisition related costs are EUR 0.4 million, of which the majority has been recognized in the consolidated statement of income for the financial year 2022 as sales, marketing and administrative costs. AerisWeather is consolidated as part of Vaisala Group’s statement of comprehensive income and statement of financial position as of February 2022. 24. CONTINGENT LIABILITIES AND PLEDGES GIVEN Contingent liabilities and pledges given EUR million 2023 2022Bank guarantees issued for obligations 11.0 12.8 Investment commitments On December 31, 2023, Vaisala had commitments related to intangible and tangible assets for EUR 4 (3) million. Purchase commitments On December 31, 2023, Vaisala had purchase commitments totaling EUR 21 (31) million. Additionally, the group had commitments under the purchase agreements totaling a maximum of EUR 31 (32) million, if realized.In addition, on December 31, 2023, Vaisala had committed to lease contracts, the lease period of which had not yet commenced and related future cash outflows totaled to EUR 13 million. 154 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials The amounts of the assets acquired and liabilities recognized, and the cash flow from the acquisition were as follows: Business combinations Fair value recognized on EUR 1,000acquisitionGoodwill 15,853Technology-based intangible assets 3,017Customer related intangible assets 2,544Tangible assets 9Trade receivables and other receivables 177Deferred tax assets 2,057Cash and cash equivalents 1Total assets 23,659Trade and other payables 96Contract liabilities and other deferred revenue 445Total liabilities 541Net assets 23,118Purchase price paid in cash -23,119Cash and cash equivalents acquired 1Total net cash outflow on acquisition -23,118 A contingent consideration liability relating to prior acquisitions totaling EUR 0.1 (5.6) million was paid in 2023. The group did not have contingent liability related to prior acquisitions at the end of the financial year 2023 (EUR 0.1 million at the end of financial year 2022). In the financial year 2022 and 2023, no contingent consideration liability was recognized as income or expense based on the financial performance after the acquisition and based on the estimated future performance. 26. SUBSIDIARIES Group ownership Group ownership Name Country%, Dec 31, 2023%, Dec 31, 2022Vaisala Holding Oy Finland 100 100Vaisala Limited United Kingdom 100 100Vaisala Pty. Ltd. Australia 100 100Vaisala GmbH Germany 100 100Vaisala KK Japan 100 100Vaisala Inc. United States 100 100Vaisala China Ltd. China 100 100Vaisala Canada Inc. Canada 100 100Vaisala Sdn. Bhd. Malaysia 100 100Vaisala Servicos De Marketing Ltda Brazil 100 1003TIER R&D India Private Limited India 100 100Vaisala East Africa Limited Kenya 100 100Vaisala Mexico Limited, S. de R. L. de C.V. Mexico 100 100Vaisala France SAS (former Leosphere SAS) France 100 99.95Upwind SAS France 100 100SCI Septentrion France 100 100K-Patents (Shanghai) Co.,Ltd. China 0 100Vaisala Shanghai Sensors Ltd. China 100 100Whether or Knot LLC United States 0 100Vaisala Korea Co. Ltd South-Korea 100 100 On December 1, 2023 Whether or Knot LLC was merged into Vaisala Inc. K-Patents (Shanghai) Co., Ltd. Was liquidated in 2023. On January 27, 2022, Vaisala acquired all membership units in US-based Whether or Knot, LLC (dba AerisWeather), a subscription-based software company providing weather and environmental information. In addition, Vaisala established a subsidiary Vaisala Korea Co. Ltd to South-Korea on April 22, 2022. 155 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 27. ASSOCIATED COMPANY Accounting principles related to associated companies are presented in Consolidation principles. The group has one associated company, SAS Meteorage. SAS Meteorage is a French company, which maintains lightning detection networks and sells information related to lightning strikes. Ownership in Meteorage supports Vaisala’s role in the global lightning detection community. Place of incorporation and principal place Company nameof business Share of ownership Measurement methodSAS Meteorage France 35% Equity method Summarized financial information of the associated company EUR million 2023 2022Non-current assets 2.8 3.2Current assets 4.4 3.5Liabilities 2.9 2.8Net assets 4.3 3.9Vaisala's share of net assets 1.5 1.4Net sales 4.7 4.6Result for the financial year 0.6 0.5 The information presented in the table is based on the latest available financial information. Carrying amount of investments in associated company EUR million 2023 2022Carrying amount at Jan 1 1.4 1.3Share of result 0.2 0.2Dividend received -0.1 -0.1Carrying amount at Dec 31 1.5 1.4 The carrying value of the associated company does not include goodwill. Transactions with associated company and receivables and liabilities EUR million 2023 2022Sales 0.2 0.3Receivables 0.1 - 156 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Other notes 28. RELATED PARTY TRANSACTIONS Related parties of Vaisala group are the parent company, subsidiaries, associated company, key management employees of the group (members of Board of Directors, the President and CEO and and Vaisala Leadership Team) and their close members of family and their controlled entities. Related party transactions are based on market prices of goods and services and on common market terms. Only transactions that are not eliminated in the consolidated financial statements are disclosed as related party information. The subsidiaries are presented in note 26, Subsidiaries and the associated company in note 27, Associated company. Transactions with the associated company as well as receivables and liabilities are presented in note 27, Associated company. Employee benefits of management EUR thousand 2023 2022Salary and bonuses of the President and CEO (payment basis)Öistämö KaiSalary 526 491Short term incentives 288 345Share-based payment 728 169Statutory pension 134 138Supplementary pension 122 114Total 1,797 1,256 EUR thousand 2023 2022Remuneration of the members of Vaisala Leadership Team (excl. the President and CEO) (payment basis)Salaries 1,935 1,694Short term incentives 872 839Share-based payment 2,527 5,041Statutory pension 462 418Supplementary pension 360 285Total 6,156 8,277 The President and CEO Kai Öistämö is entitled to participate in a supplementary defined contribution pension plan with an annual fee corresponding to three month’s base salary. The President and CEO’s retirement age is 62 years. The notice period for both parties is six months. If the company terminates the agreement, there is an additional severance pay equaling six times the monthly salary. 157 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Remuneration of the Board of Directors 2023 (payment basis) Compensation, People Compensation, Compensation, Audit and Sustainability Compensation, Strategic Planning EUR thousand Annual remunerationCommitteeCommitteeNomination CommitteeCommittee TotalCastrén Petri Member of the Board 40 7 1 48Jääskeläinen Antti Member of the Board 40 6 1 47Lundström Petra Member of the Board 40 4 5 49Rinnevaara Jukka Member of the Board 40 4 44Ståhlberg Kaarina Member of the Board 40 9 5 1 55Syrjänen Tuomas Member of the Board 40 5 45Voipio Raimo Vice Chair of the Board 40 6 5 51Voipio Ville Chair of the Board 55 5 5 1 66Total 337 27 18 20 4 406 Remuneration of the Board of Directors 2022 (payment basis) Compensation, Compensation, Audit Remuneration and Human EUR thousand Annual remunerationCommitteeResources Committee TotalCastrén Petri Member of the Board 40 8 48Jääskeläinen Antti Member of the Board 40 8 48Lundström Petra Member of the Board 40 7 47Rinnevaara Jukka Member of the Board 40 7 47Ståhlberg Kaarina Member of the Board 40 12 52Syrjänen Tuomas Member of the Board 40 7 47Voipio Raimo Vice Chair of the Board 40 8 48Voipio Ville Chair of the Board 55 7 62Total 335 36 28 399 The Board established Strategic Planning Committee at the end of the year 2023. Board established Nomination Committee at the end of the year 2022 and the committee commenced its work in the beginning of 2023. The name of the Remuneration and HR Committee was changed to People and Sustainability Committee as of January 1, 2022. To the President and CEO and the members of the Board have not been granted loans nor have guarantees or commitments been given on their behalf. 158 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 29. AUDITOR’S FEES Authorized Public Accountants PricewaterhouseCoopers Oy (2023), Deloitte Oy (2022) EUR million 2023 2022Audit 0.6 0.5Tax advice 0.0 0.0Statements 0.0 0.0Other fees 0.1 0.1Total 0.7 0.7 Other work than audit services given by the principal auditor PricewaterhouseCoopers Oy during the year 2023 were EUR 0.1 million. In 2022, the principal auditor was Deloitte Oy and other work than audit services given by Deloitte Oy were EUR 0.2 million. 30. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS AND INTERPRETATIONS IN ISSUE BUT NOT YET EFFECTIVE IASB published the following new or revised IFRS Accounting standards which the group has not yet adopted and which may have an effect on the consolidated financial statements of the group. The group will adopt each IFRS Accounting standard as from the effective date, or if the effective date is other than the first day of the financial year, from the beginning of the next financial year after the effective date. At the date of authorisation of these financial statements, the group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective and had not yet in some cases been adopted by the EU (marked with ): • Amendments to IAS 1 Presentation of Financial Statements — Classification of Liabilities as Current or Non-current • Amendments to IFRS 16 Leases — Lease Liability in a Sale and Leaseback • Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements • Amendments to IAS 21 – Lack of exchangeability The management expects that the adoption of the standards will have no material impact on the financial statements of the group in future periods. Amendments to IAS 1 Presentation of Financial Statements — Classification of Liabilities as Current or Non-current The IASB has issued amendments to IAS 1 in January 2020 and in February 2022. According to IAS 1, to classify a liability as non-current, an entity must have the right to defer settlement of the liability for at least twelve months after the reporting period. The amendments clarify that: • covenants of loan arrangements which an entity must comply with only after the reporting date do not affect the classification of a liability as current or non-current at the reporting date. However, those covenants that an entity is required to comply with on or before the reporting date would affect classification as current or non-current, even if the covenant is only assessed after the entity’s reporting date. • the classification of financial liabilities as current or non-current is unaffected by management intention or expectations about whether an entity will exercise its right to defer settlement of a liability or settlement of the liability between the end of the reporting period and the date the financial statements are authorised for issue • the settlement refers to a transfer to the counterparty that results in the extinguishment of the liability. The transfer could be of cash or other economic resources or the entity’s own equity instruments. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity’s own equity instruments do not affect its classification as current or non-current if the entity classifies the option as an equity instrument, recognising it separately from the liability as an equity component of a compound financial instrument. The amendment may impact the presentation of convertible instruments. The amendments introduce additional disclosure requirements on loans which contain covenants including: a) the carrying amount of the liability b) information about the covenants, and c) facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants. The amendments are applied retrospectively for annual periods beginning on or after 1 January 2024, with early application permitted. The adoption of the amendment is not expected to have an impact on the consolidated financial statements in future periods except for the new requirements on notes to the financial statements. Amendments to IFRS 16 Leases — Lease Liability in a Sale and Leaseback The IASB has issued narrow-scope amendments to requirements for sale and leaseback transactions in IFRS 16 explaining how an entity accounts for a sale and leaseback after the date of the transaction. The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments’ in a way that does not result in the seller-lessee recognising any amount of the gain or loss that relates to the right of use that it retains. This could particularly impact sale and 159 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. Earlier application is permitted. The application of this amendment may have an impact on the group’s consolidated financial statements in future periods should such transactions arise. Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements The IASB has issued new disclosure requirements about supplier financing arrangements (‘SFAs’), after feedback to an IFRS Interpretations Committee agenda decision highlighted that the information required by IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures falls short of meeting user information needs. The objective of the new disclosures is to provide information about SFAs that enable investors to assess the effects on an entity’s liabilities, cash flows and the exposure to liquidity risk. The new disclosures include information about the following: a) The terms and conditions of SFAs. b) The carrying amounts of financial liabilities that are part of SFAs and the line items in which those liabilities are presented. c) The carrying amount of the financial liabilities in (b) for which suppliers have already received payment from the finance providers. d) The range of payment due dates for both the financial liabilities that are part of SFAs, and comparable trade payables that are not part of such arrangements. e) Non-cash changes in the carrying amounts of financial liabilities in (b). f) Access to SFA facilities and concentration of liquidity risk with finance providers. The IASB has provided transitional relief by not requiring comparative information in the first year, and also not requiring disclosure of specified opening balances. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. The application of this amendment may have an impact on the group’s consolidated financial statements in future periods should such transactions arise. Amendments to IAS 21 – Lack of exchangeability An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. The amendments are effective for annual reporting periods beginning on or after 1 January 2025. The application of this amendment may have an impact on the group’s consolidated financial statements in future periods should such transactions or operations arise. 160 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Parent company income statement EUR Note Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Net sales 2 358,816,418.42 343,315,466.88 Cost of production and procurement 4, 5 -175,099,149.56 -174,206,561.33 Gross profit 183,717,268.86 169,108,905.55 Cost of sales and marketing 4, 5 -40,569,570.87 -40,087,775.66 Cost of administration Research and development costs 4, 5 -53,177,534.57 -49,867,740.47 Other administrative costs 4, 5 -62,284,027.12 -55,686,503.70 Other operating income and expenses 3 643,267.15 72,112.36 Operating result 28,329,403.45 23,538,998.08 Financial income 6 41,182,318.36 20,041,848.32 Financial expenses 6 -12,318,687.27 -9,765,341.32 Result before appropriations and taxes 57,193,034.54 33,815,505.08 Appropriations Change in depreciation difference -637,251.79 -834,605.39 Result before taxes 56,555,782.75 32,980,899.69 Direct taxes 7 -4,927,291.49 -6,014,958.21 Result for the financial year 51,628,491.26 26,965,941.48 Parent company financial statements * ) The parent company financial statements are prepared in accordance with the principles of Finnish Accounting Standards (FAS). 161 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Parent company balance sheet EUR Note Dec 31, 2023 Dec 31, 2022 Assets Non-current assets Intangible assets 8 Goodwill 13,228.48 33,071.17 Intangible rights 11,530,686.79 12,787,059.77 Other intangible assets 5,236,779.94 8,667,011.16 Advance payments and intangible assets in progress 352,534.91 339,779.44 Total intangible assets 17,133,230.12 21,826,921.54 Property, plant and equipment 8 Land and waters 2,904,868.22 2,904,868.22 Buildings 41,048,425.61 42,536,262.57 Machinery and equipment 26,575,672.14 23,742,698.09 Other tangible assets 74,417.51 74,417.51 Advance payments and construction in progress 6,429,008.49 7,921,239.84 Total property, plant and equipment 77,032,391.97 77,179,486.23 Investments 8 Holdings in group undertakings 74,526,706.17 74,650,890.57 Other shares and holdings 101,000.00 101,000.00 Total investments 74,627,706.17 74,751,890.57 Total non-current assets 168,793,328.26 173,758,298.34 EUR Note Dec 31, 2023 Dec 31, 2022 Current assets Non-current receivables Other receivables 114,423.60 143,369.22 Total long-term receivables 114,423.60 143,369.22 Inventories Materials, consumables and finished goods 42,979,758.91 44,788,097.25 Total inventories 42,979,758.91 44,788,097.25 Current receivables Trade receivables 17 59,753,588.05 59,989,414.71 Other receivables 9, 17 4,099,303.22 5,300,801.72 Prepaid expenses and accrued income 10, 17 22,260,326.03 18,869,190.54 Total current receivables 86,113,217.30 84,159,406.97 Cash and cash equivalents 66,172,382.95 37,534,733.55 Total current assets 195,379,782.76 166,625,606.99 Total assets 364,173,111.02 340,383,905.33 162 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Parent company balance sheet EUR Note Dec 31, 2023 Dec 31, 2022 Shareholders' equity and liabilities Shareholders' equity 13 Share capital 7,660,807.86 7,660,807.86 Fund of invested non-restricted equity 422,031.15 422,034.34 Retained earnings 137,839,656.64 138,155,966.18 Result for the financial year 51,628,491.26 26,965,941.48 Total shareholders' equity 197,550,986.91 173,204,749.86 Appropriations Depreciation difference 4,458,087.01 3,820,835.22 EUR Note Dec 31, 2023 Dec 31, 2022 Liabilities Non-current Loans from financial institutions 15 50,000,000.00 - Accrued expenses and deferred income 16 3 803 126.12 3 166 494.16 Other non-current liabilities 14 893.00 893.00 Non-current liabilities total 53 804 019.12 3 167 387.16 Current Advances received 1,388,253.03 2,191,679.39 Trade payables 17 12,991,736.55 22,847,352.95 Loans from financial institutions 15 - 40,000,000.00 Other current loans 17 40,914,549.80 44,378,233.23 Other current liabilities 14 1,983,002.78 2,688,754.88 Provisions 12 1,475,484.63 1,630,503.51 Accrued expenses and deferred income 16, 17 49 606 991.19 46 454 409.13 Current liabilities total 108 360 017.98 160 190 933.09 Total liabilities 166,622,124.11 167,179,155.47 Total shareholders' equity and liabilities 364,173,111.02 340,383,905.33 163 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Parent company cash flow statement EUR thousand Note Jan 1– Dec 31, 2023 Jan 1–Dec 31, 2022 Result for the financial period 51,628 26,966 Depreciation, amortization and impairment 5 14,316 13,603 Financial income and expenses 6 -28,864 -10,277 Gains and losses on sale of intangible assets and property, plant and equipment 3 - -27 Depreciation difference 637 835 Income taxes 7 4,927 6,015 Other adjustments 226 -207 Inventories, increase (-) / decrease (+) 1,810 -9,231 Non-interest bearing receivables, increase (-) / decrease (+) -2,260 -13,543 Non-interest bearing liabilities, increase (+) / decrease (-) -7,328 -5,413 Changes in working capital -7,778 -28,187 Financial items received 6 1,667 250 Financial items paid 6 -5,518 -4,990 Dividend received from business operations 6 33,555 12,994 Income taxes paid 7 -4,630 -5,460 Cash flow from operating activities 60,167 11,516 EUR thousand Note Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Cash flow from investing activities Investments in shares 8 - -171 Investments in intangible assets 8 -640 -13,693 Investments in property, plant and equipment 8 -9,167 -9,761 Divestments 8 - 98 Loans granted 17 - -4,456 Repayments on loan receivables 17 - 4,885 Cash flow from investing activities -9,807 -23,098 Cash flow from financing activities Proceeds from short-term borrowings 14 107,383 114,888 Repayment of short-term borrowings 14 -100,877 -105,770 Dividend paid 13 -26,105 -24,635 Purchase of treasury shares 13 -2,123 - Cash flow from financing activities -21,722 -15,517 Change in cash and cash equivalents increase (+) / decrease (-) 28,638 -27,099 Cash and cash equivalents at Jan 1 37,535 64,634 Change in cash and cash equivalents increase (+) / decrease (-) 28,638 -27,099 Cash and cash equivalents at Dec 31 66,172 37,535 164 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 1. ACCOUNTING PRINCIPLES The financial statements of the parent company Vaisala Corporation have been prepared according to the Finnish Accounting Standards (FAS). Financial statement data are based on original acquisition costs or nominal value, less possible impairment, if not otherwise stated in the accounting principles outlined below. Net sales and revenue recognition principles The parent company’s net sales consist of revenue recognized from contracts with customers. Net sales are divided into products, projects, services and subscription sales. Disaggregation of revenue has been changed from the beginning of 2023. Subscription sales, which has been previously included in services, is disclosed as a separate category. Comparative information 2022 has been presented according to new categories. Indirect taxes and discounts have been deducted from sales revenue. Exchange rate differences are recognized in the financial income and expenses. Product net sales include revenue from products, spare parts and system deliveries. A system deliveries contains a standard product delivery with limited amount of configuration. Revenue from the sale of product is recognized at a point in time when the control is transferred to the customer. Projects are integrated projects, in which observation solutions, consisting of products, services and software, are delivered. Solutions are integrated to customer systems according to customer specifications. Revenue for all projects is recognized over time using percentage of completion method. Progress is measured by cost-to-cost method, comparing incurred costs and forecasted costs. Projects meet the over-time revenue recognition criteria, mainly by creating an asset without an alternative use and Vaisala having an enforceable right to payment for performance completed to date. The applied revenue recognition principles fulfill the Finnish Accounting Standard requirement related to the predictability of project margin. Services are divided into service contracts and one-off service deliverables. Services may include among others maintenance, calibration and repair, modernization and extended warranties. Service contracts are continuous services including for example extended warranty, availability of customer support and availability of spare part delivery. Service contracts are recognized over time or at a point in time depending on the nature of the service and content of a contract. In case of one-off request services, the revenue is recognized at a point in time when the service has been rendered. Subscription sales includes mainly data-based solutions supporting decisions in weather-dependent operations. Revenue is recognized over time. Standard warranty period for products is one year and 2, 5 or 10 years for selected products. Standard warranty period for services is 6 or 12 months. Extended warranty is a separately sold and priced service over a separately agreed period. Revenue for extended warranty is recognized over time starting at the time of standard warranty expiration. Provision for warranty costs is recognized in the balance sheet. Other operating income and expenses Other operating income and expenses include income and expenses, which are not directly attributable to operational activities. Other operating income consists mainly of gains on the disposal of assets as well as income other than revenue from contracts with customers, such as reversal of liabilities related to acquisitions and indemnities. Other operating expenses consist mainly of losses on disposal of assets. Research and development expenses Research and development expenses are booked as cost in the financial period in which they occur. Share-based incentive plans Parent company’s share-based payments are related to share-based incentive plans. Share-based payments are recognized as costs in the income statement and as accrued expenses in the balance sheet during the vesting period. Share-based payments based on share-based incentive plans are paid as net amount in shares after taxes have been deducted from the amount paid in shares. Other than market conditions are not taken into account when estimating the fair value at the grant date. Instead, other than market conditions are taken into account by adjusting the expensed number of equity instruments that are expected to vest. In terms of other than market conditions, cost is measured corresponding to the value of share (Vaisala’s series A) closing price on the grant of the share-based incentive plan less expected dividends. Satisfaction of these conditions are estimated at each reporting date and updated whenever changes occur. The effect of changes is recognized in the statement of income. Market conditions are taken into account when estimating the fair value of the equity-settled share-based payment transaction at the grant date. Expense is recognized irrespective of whether that market condition is satisfied, if service condition and other than market conditions are satisfied. In terms of market conditions (total shareholder return, TSR) a model based the probability-weighted values (Monte Carlo simulation) is used to estimate the fair value at the grant date. Pensions The parent company’s statutory pension insurance and voluntary pension plans are managed by external pension insurance companies. The pensions are all defined contribution plans and the contributions are expensed to the income statement as incurred. Notes to the parent company financial statements 165 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials The additional pension coverage of parent company employees was arranged by Vaisala Pension Fund that was closed on January 1, 1983. The pension fund liability was transferred to a pension insurance company on December 31, 2005 and the fund was dissolved in 2006. The pension liability of the fund is fully covered. Income taxes Tax expense includes taxes based on taxable profit for the financial year and tax adjustments for previous years. Current taxes are calculated on the taxable income on the basis of the tax rates enacted by the end of the financial year. Non-current assets Non-current assets consist of intangible assets, property, plant and equipment as well as investments. Carrying amounts of non-current assets are measured at cost less accumulated depreciation, amortization and impairment and plus revaluations. Depreciation and amortization according to plan is calculated on a straight- line basis over the expected useful lifetime of the asset. Land and investments are not depreciated. The cost of assets produced for own use includes also overhead costs attributable to the production work. No interest is capitalized in non-current assets. Estimated useful lifetimes for assets are: Intangible rights 3–10 years Buildings and structures 5–40 years Machinery and equipment 3–10 years Other tangible assets 3–8 years Other intangible assets include assets that have an indefinite useful lifetime and are not amortized. Additionally, merger losses have been allocated to other intangible assets and their useful lifetime is 5–6 years. Inventories Inventories are stated at the lower of standard cost and probable purchase or selling price. Inventory cost includes the cost of purchase (including mainly purchase price, import duties and transport), direct labor and a proportion of production overhead. An allowance is recorded for excess inventory and obsolescence. Provisions Provisions are future expenditure and losses arising from obligations, for which the company is committed and for which it is not certain or likely that revenue will be generated in the future and which are likely to occur. A change in the provision is recognized in the same item of the income statement in which the provision was originally recognized. Provisions can relate to restructuring of operations, loss-making contracts, warranties, legal disputes and other commitments. Derivative financial contracts Vaisala applies in its accounting of financial instruments valuation according to Accounting Act 5.2§ and follows Accounting Board’s opinion December 13, 2016 (“KILA 1963/2016”) on valuation of derivative financial instruments in fair value. All parent company’s derivative financial contracts are foreign exchange forward contracts. The parent company has sales in a number of foreign currencies, of which the most significant in 2023 were USD, CNY and JPY. All derivative financial contracts are initially measured at fair value on the closing date of the derivative financial contract. Derivative financial contracts are subsequently measured at fair value through profit and loss at the end of the financial year. The fair value of a foreign exchange forward contract is measured at the present value of the future cash flows. Unrealized and realized gains and losses arising from changes in the fair value are recognized in the income statement in financial income and expenses in the period in which they arise. Derivative financial contracts are included in the balance sheet in prepaid and accrued expenses. The parent company does not apply hedge accounting. Foreign currency translation Transactions in foreign currencies are recorded using the exchange rate on the date of transaction. Receivables and payables in foreign currency have been valued at the rates quoted by European Central Bank on the last trading date of the financial year. Foreign exchange gains and losses arising from revaluation of cash and cash equivalents, trade and other receivables, loan receivables as well as trade and other payables are recognized as financial income and expense in the income statement. 2. NET SALES Disaggregation of revenue Net sales by market area EUR thousand 2023 2022 Americas 112,246 102,998 of which United States 81,850 75,077 APAC 113,707 114,045 EMEA 132,863 126,273 of which Finland 8,888 8,699 Total 358,816 343,315 166 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Net sales by business area EUR thousand 2023 2022 Weather and Environment Product sales 67,775 63,008 Project sales 42,129 39,730 Service sales 5 459 4 997 Subscription sales 3 181 2 607 Total 118,543 110,343 Industrial Measurements Product sales 49,631 51,402 Service sales 2,924 2,520 Total 52,555 53,922 Net sales from subsidiaries 187,717 179,051 Total 358,816 343,315 Net sales by timing of revenue recognition EUR thousand 2023 2022 Revenue recognized at a point in time 121,985 117,754 Revenue recognized over time 49,114 46,510 Net sales from subsidiaries 187,717 179,051 Total 358,816 343,315 Net sales from subsidiaries are mainly recognized at a point in time. Payment terms Payment terms vary based on geographical areas. In product, service and subscription sales business, the stan- dard payment term is 30 days net, but in some areas prepayments are commonly used. Project invoicing is based on milestones and typically follows the general project delivery terms (where 30% is advance payment, 60% against delivery documents and 10% after site acceptance test) or terms as per contract. In project business the most common payment terms are letter of credit or as per contract. Assets and liabilities related to net sales The following table provides information about receivables and liabilities from contracts with customers included in the balance sheet. Assets and liabilities related to net sales EUR thousand Dec 31, 2023 Dec 31, 2022 Trade receivables 59,595 59,989 Accrued revenue 14,483 11,684 Advances received 1,388 2,192 Deferred revenue 13 586 12,822 Accrued revenue includes the balance of project, service and subscription sales revenue recognized but not yet invoiced. In general, most of project revenue is recognized after the product manufacturing as percentage of completion increases and most of the performance obligation is satisfied. According to general project delivery terms, majority of a project is invoiced before the delivery. Therefore, the amount of accrued revenue is typically at its highest between product manufacturing phase of the project and delivery of the product to the customer. For services, which are satisfied over time, the customer is mainly invoiced in advance and only in some cases in arrears after the customer has received or consumed the service. Arrears invoicing generates accrued revenue as the revenue is recognized before invoicing. Advances received are customer payments related to contracts not yet invoiced. Deferred revenue includes the balance of projects, services and products invoiced but revenue not yet recognized. Project-related contract liabilities often arise in the early stages of a project, when the prepayment has been invoiced, but the project is only at an early stage and there is none or little revenue recognized under percentage of completion method. Services, which are recognized over time, are often invoiced in advance and therefore deferred revenue is generated in the beginning of the service period. For products and services, which are recognized at a point in time, deferred revenue is generated when customer has been invoiced, but performance obligation has not been satisfied and consequently revenue has not been recognized. In the financial year 2023, the parent company recognized EUR 5 (6) million revenue that was included in the deferred revenue balance at the beginning of the period. 167 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials On December 31, 2023, the order book amounted to EUR 97.8 (73.4) million. Of the order book, EUR 66.9 (58.3) million is scheduled to be recognized as revenue in 2023 (2022) and EUR 30.9 (15.1) million is scheduled to be recognized later. 3. OTHER OPERATING INCOME AND EXPENSES Other operating income EUR thousand 2023 2022 Gains on disposal of assets - 27 Other operating income Indemnities and other 643 46 Total 643 72 The parent company did not have other operating expenses in 2023 and 2022. 4. PERSONNEL EXPENSES AND NUMBER OF EMPLOYEES Personnel expenses EUR thousand 2023 2022 Wages and salaries 108,747 96,537 Pension costs 18,301 15,861 Other personnel costs 3,440 3,050 Total 130,488 115,448 Employees average Persons 2023 2022 In Finland 1,540 1,401 Outside Finland 9 10 Total 1,549 1,411 Employees Dec 31 Persons 2023 2022 In Finland 1,533 1,475 Outside Finland 9 9 Total 1,542 1,484 168 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Salary and remunerations of the President and CEO (payment basis) EUR thousand 2023 2022 Öistämö Kai (from Oct 1, 2020 on) Salary 526 491 Short term incentives 288 345 Share-based payment 728 169 Statutory pension 134 138 Supplementary pension 122 114 Total 1798 1256 The President and CEO Kai Öistämö is entitled to participate in a supplementary defined contribution pension plan with an annual fee corresponding to three month’s base salary. The President and CEO’s retirement age is 62 years. The notice period for both parties is six months. If the company terminates the agreement, there is an additional severance pay equaling six times the monthly salary. Remuneration of the Board of Directors 2023 (payment basis) EUR thousand Annual remu- neration Compen- sation, Audit Committee Compen- sation, People and Sustainability Committee Compen- sation, Nomination Committee Compen- sation, Strategic Planning Committee Total Castrén Petri, Member of the Board 40 7 1 48 Jääskeläinen Antti, Member of the Board 40 6 1 47 Lundström Petra, Member of the Board 40 4 5 49 Rinnevaara Jukka, Member of the Board 40 4 44 Ståhlberg Kaarina, Member of the Board 40 9 5 1 55 Syrjänen Tuomas, Member of the Board 40 5 45 Voipio Raimo, Vice Chair of the Board 40 6 5 51 Voipio Ville, Chair of the Board 55 5 5 1 66 Total 337 27 18 20 4 406 Remuneration of the Board of Directors 2022 (payment basis) EUR thousand Annual remuneration Compensation, Audit Committee Compensation, Remuneration and Human Resources Committee Total Castrén Petri, Member of the Board 40 8 48 Jääskeläinen Antti, Member of the Board 40 8 48 Lundström Petra, Member of the Board 40 7 47 Rinnevaara Jukka, Member of the Board 40 7 47 Ståhlberg Kaarina, Member of the Board 40 12 52 Syrjänen Tuomas, Member of the Board 40 7 47 Voipio Raimo, Vice Chair of the Board 40 8 48 Voipio Ville, Chair of the Board 55 7 62 Total 335 36 28 399 The Board established Strategic Planning Committee at the end of the year 2023. Board established Nomination Committee at the end of the year 2022 and the committee commenced its work in the beginning of 2023. The name of the Remuneration and HR Committee was changed to People and Sustainability Committee as of January 1, 2022. To the President and CEO and the members of the Board have not been granted loans nor have guarantees or commitments been given on their behalf. 169 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 5. DEPRECIATION, AMORTIZATION AND IMPAIRMENT EUR thousand 2023 2022 Amortization of intangible assets 5,277 5,301 Depreciation of property, plant and equipment 8,985 8,198 Impairment of intangible and tangible assets 54 104 Total 14,316 13,603 In the financial year 2023 amortization of intangible assets included amortization EUR 3.6 (3.6) million related to merger losses included in other intangible assets. 6. FINANCIAL INCOME AND EXPENSES EUR thousand 2023 2022 Financial income Dividend income From group companies 33,555 12,994 Interest income From group companies - 30 From others 1,667 220 Other financial income From group companies - - From others 3,158 2,591 Foreign exchange gains and losses 2,803 4,206 Total 41,182 20,042 EUR thousand 2023 2022 Financial expenses Interest expenses To group companies -1,694 -281 To others -2,166 -707 Other financial expenses To group companies - - To others -2,788 -4,054 Foreign exchange losses -5,671 -4,723 Total -12,319 -9,765 7. DIRECT TAXES EUR thousand 2023 2022 Taxes from the financial year 4,931 4,279 Taxes from previous years -4 1,736 Total 4,927 6,015 170 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 8. NON-CURRENT ASSETS AND OTHER LONG-TERM INVESTMENTS Intangible assets 2023 EUR thousand Goodwill Intangible rights Other intangible assets Advance payments and intangible assets in progress Total Acquisition cost Jan 1, 2023 88 38,481 20,361 340 59,269 Increases 282 207 151 640 Decreases -535 -535 Transfers between items 91 -139 -48 Acquisition cost Dec 31, 2023 88 38,319 20,568 353 59,327 Accumulated amortization and write-downs Jan 1, 2023 55 25,693 11,694 37,442 Accumulated amortization of decreases and transfers -535 -535 Amortization and write-downs for the financial year 20 1,630 3,637 5,286 Accumulated amortization and write-downs Dec 31, 2023 74 26,788 15,331 42,194 Carrying value Dec 31, 2023 13 11,531 5,236 353 17,133 Intangible assets 2022 EUR thousand Goodwill Intangible rights Other intangible assets Advance payments and intangible assets in progress Total Acquisition cost Jan 1, 2022 88 29,691 20,361 253 50,392 Increases 13,496 197 13,693 Decreases -4,808 -4,808 Transfers between items 102 -110 -8 Acquisition cost Dec 31, 2022 88 38,481 20,361 340 59,269 Accumulated amortization and write-downs Jan 1, 2022 35 28,760 8,092 36,886 Accumulated amortization of decreases and transfers -4,808 -4 808 Amortization and write-downs for the financial year 20 1,742 3,602 5,364 Accumulated amortization and write-downs Dec 31, 2022 55 25,693 11,694 37,442 Carrying value Dec 31, 2022 33 12,787 8,667 340 21,827 171 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Property, plant and equipment 2023 EUR thousand Land and waters Buildings Machinery and equipment Other tangible assets Advance payments and construction in progress Total Acquisition cost Jan 1, 2023 2,820 76,678 67,730 74 7,921 155,224 Increases 1,214 4,404 3,512 9,131 Decreases 817 -3,069 -2,252 Transfers between items 339 4,418 -5,005 -248 Acquisition cost Dec 31, 2023 2,820 79,049 73,482 74 6,429 161,855 Accumulated depreciation and write-downs Jan 1, 2023 39,760 43,987 83,747 Accumulated depreciation of decreases and transfers 817 -3,069 -2,252 Depreciation for the financial year 3,032 5,953 8,985 Write-downs 9 36 45 Accumulated depreciation and write-downs Dec 31, 2023 43,618 46,907 90,525 Revaluation 84 5,618 5,702 Carrying value Dec 31, 2023 2,905 41,048 26,576 74 6,429 77,032 On December 31, 2023, the carrying amount of machinery and equipment used in production was EUR 18.9 (15.9) million. 172 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Property, plant and equipment 2022 EUR thousand Land and waters Buildings Machinery and equipment Other tangible assets Advance payments and construction in progress Total Acquisition cost Jan 1, 2022 2,820 77,376 64,641 74 8,354 153,265 Increases 791 3,496 5,425 9,712 Decreases -2,590 -5,019 -7,609 Transfers between items 1,102 4,612 -5,858 -144 Acquisition cost Dec 31, 2022 2,820 76,678 67,730 74 7,921 155,224 Accumulated depreciation and write-downs Jan 1, 2022 39,951 43,165 83,116 Accumulated depreciation of decreases and transfers -3,085 -4,523 -7,608 Depreciation for the financial year 2,878 5,319 8,198 Write-downs 16 25 41 Accumulated depreciation and write-downs Dec 31, 2022 39,760 43,987 83,747 Revaluation 84 5,618 5,702 Carrying value Dec 31, 2022 2,905 42,536 23,743 74 7,921 77,179 173 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Investments 2023 EUR thousand Holdings in group undertakings Other shares and holdings Total Acquisition cost Jan 1, 2023 74,651 101 74,752 Decreases -124 -124 Carrying value Dec 31, 2023 74,527 101 74,628 Investments 2022 EUR thousand Holdings in group undertakings Other shares and holdings Total Acquisition cost Jan 1, 2022 74,481 100 74,581 Increases 170 1 171 Carrying value Dec 31, 2022 74,651 101 74,752 9. OTHER RECEIVABLES EUR thousand 2023 2022 Advances paid 327 422 Value added tax receivables 2,132 3,008 Grants 1,621 1,787 Other 20 84 Total 4,099 5,301 10. DEFERRED ASSETS EUR thousand 2023 2022 Tax receivables 1,112 1,385 Deferred revenue 14,362 11,684 Derivative financial contracts 417 948 Other deferred assets 6,369 4,853 Total 22,260 18,869 Derivative financial contracts EUR million 2023 2022 Nominal value of derivative financial contracts made to hedge against exchange rate risk Foreign exchange forward contracts 43,7 38,3 Nominal value, total 43,7 38,3 Nominal value of derivative financial contracts in currencies 2023 2022 Currency million EUR million Currency million EUR million USD 22.0 20.0 27.0 25.1 CNH 60.0 7.7 30.0 4.2 JPY 750.0 4.7 350.0 2.5 PLN - - 9.0 1.9 SEK 27.5 2.3 25.0 2.4 CAD 7.2 5.0 3.0 2.2 GBP 3.5 4.0 - - Total 43.7 38.3 174 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Maturity of derivative financial contracts EUR million 2023 2022 Less than 90 days 37.1 11.7 Over 90 days and less than 120 days 2.0 5.4 Over 120 days and less than 180 days 4.5 9.5 Over 180 days and less than 365 days - 10.6 Over 366 days and less than 545 days - 1.1 Total 43.7 38.3 Fair value of derivative financial contracts made to hedge against exchange rate risk EUR million 2023 2022 Fair values of derivative financial contracts, assets 0.4 1.0 Fair values of derivative financial contracts, liabilities 0.4 0.5 11. DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets EUR thousand 2023 2022 Share-based payments 943 1,661 Provisions 295 326 Total 1,238 1,988 Deferred tax assets and liabilities have not been recognized in the parent company’s balance sheet. Deferred tax liabilities arising from revaluation and deprecation difference have not been taken into account. If realized, the tax effect would be EUR 1.1 million at the current tax rate of 20%. Other deferred tax liabilities were not material. 12. PROVISIONS Non-current provisions EUR thousand 2023 2022 Provisions Jan 1 - 97 Decreases - -97 Provisions Dec 31 - - Current provisions EUR thousand 2023 2022 Provisions Jan 1 1,631 1,026 Increases 1,475 694 Decreases -1,631 -90 Provisions Dec 31 1,475 1,631 The provisions in the financial years 2023 and 2022 include mainly warranty provision and other contractual provisions. 13. SHAREHOLDERS’ EQUITY The parent company’s shares are divided into series K shares and series A shares Vaisala Corporation has 36,436,728 shares, of which 6,731,092 are series K shares and 29,705,636 series A shares. The shares do not have nominal value. Series A shares are listed on the Nasdaq Helsinki Ltd. The series K shares and A shares are differentiated by the fact that each series K share entitles its owner to twenty (20) votes at General Meeting of Shareholders while each series A share entitles its owner to one (1) vote. The shares have the same rights to dividend. Series K shares can be converted to series A shares according to specific rules stated in the Articles of Association. On December 31, 2023 and 2022, the fully paid and registered share capital of Vaisala Corporation amounted to EUR 7,660,807.86. 175 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Shareholders' equity EUR thousand 2023 2022 Share capital Jan 1 7,661 7,661 Share capital Dec 31 7,661 7,661 Fund of invested non-restricted equity Jan 1 422 422 Fund of invested non-restricted equity Dec 31 422 422 Retained earnings Jan 1 165,122 166,019 Dividend paid -26,137 -24,635 Distribution of treasury shares 1,191 1,368 Loss on transfer of treasury shares -213 -2,695 Purchase of treasury shares -2,123 - Correcting entry - -1,900 Retained earnings Dec 31 137,840 138,156 Result for the financial year 51,628 26,966 Total equity 197,551 173,205 Distributable funds EUR thousand 2023 2022 Retained earnings 137,840 138,156 Result for the financial year 51,628 26,966 Fund of invested non-restricted equity 422 422 Total 189,890 165,544 From the financial year 2022 a dividend of EUR 0.72 per share was paid, a total of EUR 26.1 million. The parent company purchased treasury shares totaling 50,000 shares in 2023. The purchase price was EUR 2.1 million. After purchase, the number of treasury shares owned by the company totaled to 185,476 shares. In the financial year 2023, correcting entry in the depreciation difference related to the financial year 2021 was recognized. Correcting entry was recognized by adjusting retained earnings of the comparison year 2022 and it reduced the amount of equity by EUR 1.9 million. 14. OTHER NON-CURRENT AND CURRENT LIABILITIES At the end of the financial year, the parent company had no non-current liabilities that will mature after five years. On December 31, 2023, other current liabilities were EUR 2.0 (2.7) million. They did not include contingent consideration relating to prior acquisitions (December 31, 2022: EUR 0.1 million). A contingent consideration liability totaling EUR 0.1 (5.6) million relating to prior acquisitions was paid in 2023. 15. LOANS FROM FINANCIAL INSTITUTIONS The parent company has a EUR 50.0 million unsecured term loan which was signed on March 31, 2023. The term loan matures in 2026. This term loan is for general corporate and working capital purposes and refinancing the previous the term loan of EUR 40 million. The loan was fully utilized on April 5, 2023, and EUR 40 million loan was repaid. The loan has a financial covenant (gearing) tested semi-annually and on December 31, 2023, the company was in compliance with the covenant. In addition, the parent company has a domestic commercial paper program amounting to EUR 150 million. The company had not issued any domestic commercial papers on December 31, 2023 (December 31, 2022: EUR 12.5 million). On October 5, 2023, the parent company signed a EUR 50 million three-year unsecured revolving credit facility with two one-year extension options. The facility agreement includes a financial covenant based on gearing, which is tested semi-annually and on December 31, 2023, The company was in compliance with the covenant. The revolving credit facility is to be used for general corporate and working capital purposes and the arrangement replaced undrawn EUR 50 million facility signed in October 2018. The revolving credit facility was undrawn on December 31, 2023, as year before at the end of 2022. Consequently, the company had non-current interest-bearing liabilities totaling EUR 50.0 (52.5) million on December 31, 2023. The company has no loans that would mature after five years or more. 176 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials 16. NON-CURRENT AND CURRENT ACCRUED EXPENSES AND DEFERRED INCOME Short-term accrued expenses and deferred income EUR thousand 2023 2022 Personnel expense accruals 28,516 27,025 Deferred revenue 13,586 12,822 Derivative financial contracts 380 538 Direct tax accruals 25 62 Other accrued expenses and deferred income 7,099 6,008 Total 49,607 46,454 Notes related to derivative financial contracts are presented in the note to the financial statements 10, Deferred assets. Non-current accrued expenses and deferred income include personnel expense accruals totaling to EUR 2.4 (3.2) million and deferred revenue EUR 1.4 (-) million. 17. RECEIVABLES AND LIABILITIES FROM OTHER COMPANIES IN VAISALA GROUP EUR thousand 2023 2022 Reveivables Trade receivables 33,967 27,080 Other receivables - 32 Prepaid expenses and accrued income 2,155 1,850 Total receivables 36,122 28,962 Liabilities Current loans 40,882 31,837 Trade payables 1,682 1,553 Accrued expenses and deferred income 4,723 3,583 Total liabilities 47,287 36,972 18. CONTINGENT LIABILITIES AND PLEDGES GIVEN Contingent liabilities and pledges gives EUR thousand 2023 2022 For own debt or liability Bank guarantees issued for obligations 10,297 11,980 For group companies Guarantees 522 540 Leasing commitments Payable during the following financial year 364 398 Payable later 751 1,095 Total leasing liabilities 1,115 1,493 Total contingent liabilities and pledges given 11,934 14,013 Investment commitments On December 31, 2023, the parent company had commitments related to intangible and tangible assets for EUR 3 (3) million. Purchase commitments On December 31, 2023, the parent company had purchase commitments totaling to EUR 16 (25) million. 19. AUDITOR’S FEES EUR thousand 2023 2022 Audit 444 332 Statements 8 46 Tax advice - 28 Other fees 105 113 Total 557 520 177 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Signing of the Board of Directors’ report and financial statements Vantaa, February 13, 2024 Petri Castrén Antti Jääskeläinen Petra Lundström Jukka Rinnevaara Kaarina Ståhlberg Tuomas Syrjänen Raimo Voipio Ville Voipio Kai Öistämö Vice Chair of the Board Chair of the Board President and CEO 178 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Auditor’s Report (Translation of the Finnish Original) To the Annual General Meeting of Vaisala Oyj Report on the Audit of the Financial Statements Opinion In our opinion • the consolidated financial statements give a true and fair view of the group’s financial position, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU • the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report to the Audit Committee. What we have audited We have audited the financial statements of Vaisala Oyj (business identity code 0124416-2) for the year ended 31 December 2023. The financial statements comprise: • the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, which include material accounting policy information and other explanatory information • the parent company’s balance sheet, income statement, cash flow statement and notes. Basis for Opinion We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, the non-audit services that we have provided to the parent company and group companies are in accordance with the applicable law and regulations in Finland and we have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014. The non-audit services that we have provided are disclosed in note 29 to the consolidated financial statements. Our Audit Approach Overview • We have applied an overall group materiality of €4,7 million • The group audit scope included all significant group companies in Europe, Asia and North America, covering the vast majority of net sales, assets and liabilities. • Revenue recognition of product and project sales • Inventory valuation As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. Materiality The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial statements as a whole. 179 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Overall group materiality € 4,7 million How we determined it The overall group materiality has been determined based on Vaisala Group’s net sales and result before taxes. Rationale for the materiality benchmark applied We chose net sales and result before taxes as the materiality benchmarks because, in our view, they represent the volume and profitability of Vaisala’s operations, and they are the benchmarks against which the performance of the Group is commonly measured by users of the financial statements. How we tailored our group audit scope We have determined our group audit scope to obtain sufficient audit coverage of Vaisala Group’s consolidated financial statements. We tailored the scope of our audit, taking into account the structure of the group, the accounting processes and controls, and the industry in which the group operates. Audits were performed in the group companies which are considered significant either because of their individual financial significance or due to their specific nature. These audits covered the vast majority of net sales, assets and liabilities. We performed mainly analytical procedures in the remaining group companies. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Key audit matter How our audit addressed the key audit matter Revenue recognition of product and project sales Note 1, 2 and 3 in the consolidated financial statements. Note 1 and 2 in the financial statements of the parent company. Vaisala Group’s net sales amounted to € 540.4 million. Net sales consist of products, project, service and subscription sales as presented in note 1. Revenue from the sale of products is recognized at a point in time when the control is transferred to the customer. As product sales comprise a high volume of distinct product deliveries under various sales contracts and terms, there is a risk that revenue is recognised in the incorrect period. Revenue for projects is recognized over time using percentage of completion method. Progress is measured by cost-to-cost method, comparing incurred costs and forecasted costs. Revenue recognition over time requires management judgment related to forecasted project revenues and costs throughout the project delivery. Revenue recognition is considered a key audit matter in the audit of the consoli- dated financial statements and the financial statements of the parent company due to the management judgment related to revenue recognition of product and project sales and due to significance of net sales to the financial statements. Our audit procedures included, for example, the following: • We obtained an understanding of different revenue streams and related contractual terms used • We assessed the accounting principles over revenue recognition • We obtained an understanding of the revenue recognition process and internal controls that the company uses to monitor the completeness, accuracy and correct timing of revenue recognition • We tested on a sample basis the revenue recognition of product sales whether the revenue is recognized in the correct period • We tested, on a sample basis, project accounting including estimated project revenues, estimated project costs, incurred costs and percentage of completion • We reviewed the project cost estimates prepared by the management and compared actual project outcomes to their related estimates • We evaluated the presentation and disclosures in the financial statements. Inventory valuation Note 13 in the consolidated financial statements. Note 1 in the financial statements of the parent company. Inventory in the Vaisala Group’s balance sheet amounted to € 58.8 million. Inventories are stated at the lower of standard cost or net realizable value. Allowance for inventory is recognized for possible excess, obsolescence and decrease in net realizable value below inventory cost. Management estimates and judgment are required in determining the value of the allowance for excess and obsolete inventory. Inventory valuation is considered a key audit matter in the audit of the consolidated financial statements and the financial statements of the parent company due to the management judgment related to inventory valuation and due to significance of inventory to the financial statements Our audit procedures included, for example, the following: • We obtained an understanding of accounting processes and practices related to inventory valuation • We assessed the accounting principles over inventory valuation • We tested internal controls related to inventory valuation • We tested, on a sample basis, inventory valuation that inventory is valued at the lower of standard costs or net realizable value • We evaluated the allowance for excess and obsolete inventory and tested that the allowance is accounted for in accordance with the company’s accounting principles • We reviewed the estimates of demand prepared by the management in determining the value of the allowance for excess and obsolete inventory • We evaluated the presentation and disclosures in the financial statements There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU) No 537/2014 with respect to the consolidated financial statements or the parent company financial statements. 180 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Responsibilities of the Board of Directors and the President and CEO for the Financial Statements The Board of Directors and the President and CEO are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the President and CEO are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors and the President and CEO are responsible for assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or to cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the Board of Directors’ and the President and CEO’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern. 181 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Other Reporting Requirements Appointment We were first appointed as auditors by the annual general meeting on 28 March 2023. Other Information The Board of Directors and the President and CEO are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. In our opinion • the information in the report of the Board of Directors is consistent with the information in the financial statements • the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Other opinions We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the treatment of distributable funds is in compliance with the Companies Act. We support that the members of the Board of Directors and the President and CEO of the parent company should be discharged from liability for the financial period audited by us. Helsinki 13 February 2024 PricewaterhouseCoopers Oy Authorised Public Accountants Niina Vilske Authorised Public Accountant (KHT) 182 Our business Sustainable business practicesCreating value Governance Financials Annual Report 2023 Board of Directors’ Report Key figuresKey figure graphs Financial statements 2023 Auditor’s report Financials Independent Auditor’s Reasonable Assurance Report on Vaisala Oyj’s ESEF Financial Statements To the Management of Vaisala Oyj We have been engaged by the Management of Vaisala Oyj (business identity code 0124416-2) (hereinafter also “the Company”) to perform a reasonable assurance engagement on the Company’s consolidated IFRS financial statements for the financial year 1 January - 31 December 2023 in European Single Electronic Format (“ESEF financial statements”). Management’s Responsibility for the ESEF Financial Statements The Management of Vaisala Oyj is responsible for preparing the ESEF financial statements so that they comply with the requirements as specified in the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (“ESEF requirements”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of ESEF financial statements that are free from material noncompliance with the ESEF requirements, whether due to fraud or error. Our Independence and Quality Management We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Our Responsibility Our responsibility is to express an opinion on the ESEF financial statements based on the procedures we have performed and the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) Assurance Engagements Other than Audits or Reviews of Historical Financial Information. That standard requires that we plan and perform this engagement to obtain reasonable assurance about whether the ESEF financial statements are free from material noncompliance with the ESEF requirements. A reasonable assurance engagement in accordance with ISAE 3000 (Revised) involves performing procedures to obtain evidence about the ESEF financial statements compliance with the ESEF requirements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material noncompliance of the ESEF financial statements with the ESEF requirements, whether due to fraud or error. In making those risk assessments, we considered internal control relevant to the Company’s preparation of the ESEF financial statements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, Vaisala Oyj’s ESEF financial statements for the financial year ended 31 December 2023 comply, in all material respects, with the minimum requirements as set out in the ESEF requirements. Our reasonable assurance report has been prepared in accordance with the terms of our engagement. We do not accept, or assume responsibility to anyone else, except for Vaisala Oyj for our work, for this report, or for the opinion that we have formed. 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