Exel Composites Oyj

Annual Report (ESEF) • Mar 9, 2023

Annual Financial Report 2022 743700205JAMGM80QD88 2022-01-01 2022-12-31 743700205JAMGM80QD88 2022-12-31 743700205JAMGM80QD88 2021-12-31 743700205JAMGM80QD88 2021-12-31 743700205JAMGM80QD88 2021-01-01 2021-12-31 743700205JAMGM80QD88 2020-12-31 743700205JAMGM80QD88 2022-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:IssuedCapitalMember 743700205JAMGM80QD88 2020-12-31 ifrs-full:IssuedCapitalMember 743700205JAMGM80QD88 2021-12-31 Exel:UnrestrictedEquityReserveAndOtherReserves 743700205JAMGM80QD88 2020-12-31 Exel:UnrestrictedEquityReserveAndOtherReserves 743700205JAMGM80QD88 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2020-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2021-01-01 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2020-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2022-12-31 ifrs-full:IssuedCapitalMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:IssuedCapitalMember 743700205JAMGM80QD88 2022-12-31 Exel:UnrestrictedEquityReserveAndOtherReserves 743700205JAMGM80QD88 2021-12-31 Exel:UnrestrictedEquityReserveAndOtherReserves 743700205JAMGM80QD88 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 743700205JAMGM80QD88 2022-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 743700205JAMGM80QD88 2021-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2020-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2021-01-01 2021-12-31 ifrs-full:NoncontrollingInterestsMember 743700205JAMGM80QD88 2021-12-31 Exel:OtherRestrictedEquityMember 743700205JAMGM80QD88 2020-12-31 Exel:OtherRestrictedEquityMember 743700205JAMGM80QD88 2022-12-31 Exel:OtherRestrictedEquityMember 743700205JAMGM80QD88 2021-12-31 Exel:OtherRestrictedEquityMember 743700205JAMGM80QD88 2022-01-01 2022-12-31 Exel:OtherRestrictedEquityMember iso4217:EUR iso4217:EUR xbrli:shares INFORMATION TO SHAREHOLDERS Financial reporting and Annual General Meeting 2023 Exel Composites publishes the following financial reports in 2023: ● Financial Statements Release 2022: 17 February 2023 ● Business Review January-March: 2 May 2023 ● Half-year Financial Report January-June: 18 August 2023 ● Business Review January-September: 3 November 2023 The Annual Financial Report, Corporate Governance Statement and Remuneration Report for 2022 are available at the company’s website www.exelcomposites.com. The Annual General Meeting will be held on 10 May 2023. The meeting will be convened by the company’s Board of Directors at a later date. Dividend proposal The Board proposes to the Annual General Meeting that a dividend of EUR 0.20 (0.20) per share be paid based on the adopted financial statements for the financial year ended on 31 December 2022. CONTENTS YEAR 2022 BOARD OF DIRECTORS’ REPORT 10 AUDITED FINANCIAL STATEMENTS 45 INFORMATION TO SHAREHOLDERS 2 BUSINESS MODEL AND MARKET ENVIRONMENT 10 CONSOLIDATED FINANCIAL STATEMENTS 45 PROPOSAL FOR DISTRIBUTION OF PROFIT 90 EXEL COMPOSITES IN BRIEF 4 STRATEGY 13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 49 AUDITOR’S REPORT 92 CEO REVIEW 8 SUSTAINABILITY AND CORPORATE RESPONSIBILITY 18 PARENT COMPANY FINANCIAL STATEMENTS 79 KEY FIGURES 2018-2022 43 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS 82 CALCULATION OF KEY FIGURES 44 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 EXEL COMPOSITES IN BRIEF | 4 EXEL COMPOSITES IN BRIEF At Exel Composites, we use over 60 years’ experience to solve challenges and help customers save resources. Our forward-thinking composite solutions made with continuous manufacturing technologies serve customers in a wide range of industries around the world. You can find our products used in applications from wind power and transportation to building and infrastructure. Our collaborative approach and global footprint set us apart from our competition. We use our expertise to help customers reduce weight, improve performance and energy efficiency and decrease total lifetime costs. We want to be the first choice for sustainable composite solutions globally. Headquartered in Finland, Exel Composites employs approximately 700 forward-thinking professionals around the world and is listed on Nasdaq Helsinki. To find out more about our offering and company please visit www.exelcomposites.com. Exel Composites as an investment Optimally positioned within a growing market Technology leadership creates competitive advantage Global operations enable global customers Diversified portfolio reduces risk Sustainability at the core of our business With our efficient, continuous production technologies, we answer to the growing demand for composite materials. This demand is driven by global megatrends, such as sustainability, urbanization and total life cycle cost management. Our leading expertise in a variety of composite production technologies and raw materials allows us to solve our customers’ challenges. We continuously perfect our offering with over 60 years of R&D experience. We are the only company within our industry with manufacturing, R&D and sales presence in all main market areas. This sets us ahead of our competitors. Diversified customer industries and regional presence reduces the volatility of our sales. Our business model, based on tailored products, supports customer commitment. Typically, our customer relationships span over a decade. We provide sustainable composite solutions that help our customers save resources and mitigate climate change. Composites’ unique properties, such as lightness and durability, provide for longer life cycles and improved performance, lowering thus the negative impacts of the end -product on the environment. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 EXEL COMPOSITES IN BRIEF | 5 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 EXEL COMPOSITES IN BRIEF | 6 0% 10% 20% 2018 2019 2020 2021 2022 0% 5% 10% 2018 2019 2020 2021 2022 0% 10% 20% 2018 2019 2020 2021 2022 0% 50% 100% 2018 2019 2020 2021 2022 Our long-term financial targets Financial targets are considered over a business cycle. Potential acquisitions may impact the long-term financial targets. According to the company’s dividend policy, Exel Composites’ ambition is to distribute a minimum of 40% of net income in dividends, when permitted by the financial structure and growth opportunities. Growth Revenue growth 2x market growth 1) Profitability Adjusted operating profit margin >10% Capital efficiency Return on capital employed > 20% Financial position Net gearing ≤ 80% 1) The average annual growth rate estimated for the global composites market is, varying by customer industry, region and source, between 2-5% in volume in the coming years CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 EXEL COMPOSITES IN BRIEF | 7 Revenue distribution in 2022 Share of revenue by customer industry % Share of revenue by region 1) % Buildings and infrastructure Wind power Europe Equipment and other industries North America Machinery and electrical Asia-Pacific Transportatio n Rest of the world Telecommunications Defense 1) Revenue by customer location CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 CEO REVIEW | 8 CEO REVIEW Exel reached stable revenue and higher adjusted operating profit in 2022 than in the previous year. Wind power market is flat but growth expected to recover in 2024. Full year 2022 revenue increased by 2% from 2021. Especially the Transportation customer industry had favorable development driven by the recovery from the Covid-19 pandemic in general. In addition, sales in the Machinery & Electrical and Telecommunications customer industries increased compensating the decrease in other customer industries. Geographically, revenue increased in Europe and North America but declined in Asia- Pacific, especially in China due to the Covid-19 pandemic. Wind power market demand has temporarily been weaker but is expected to recover and turn to growth towards the end of the year 2023. The wind power market is expected to be the largest and the fastest growing market for the pultrusion industry in the next several years. Wind power industry is our important growth area. One proof point of that is the multi-year agreement to supply pultrusion products to a wind power industry customer we signed in December. Full year 2022 adjusted operating profit increased from 2021. I am pleased that the business unit in the United States improved its profitability level and had a positive full year adjusted operating profit after the challenges in 2021. In 2022, material cost level increased but we were able to transfer the cost increases to our sales prices quite well. Our material efficiency improved, especially in the United States . In the fourth quarter we saw the stabilization of material and logistics costs but the visibility into cost development in the coming quarters is still limited. Sustainability plays an important role in Exel’s business. Our purpose is to solve challenges and save resources with composites and our vision is to be the first choice for sustainable composite solutions globally. They both have strong link to sustainability. The world needs more renewable energy, more energy-efficient buildings, and lighter vehicles, all of which require the use of composite materials. We can support our customers in this important transition. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 CEO REVIEW | 9 We have continued to focus on and develop our operations. In 2022, we reorganized and consolidated operations in China to one manufacturing site. In August, Exel signed an agreement to sell the closed factory site in Nanjing in China. The sales process is almost completed and the administrative process is in the final stages. On 4 January 2023 we announced the plans to evaluate the downsizing of the operations in the United Kingdom. The employee consultations are ongoing and decisions regarding the plans will be taken only after the local consultations have been concluded. We have production capacity in several sites in Europe. Going forward, we are confident that we can serve our customers well regardless of the decisions of the consultations. There is some uncertainty in the short-term demand development due to the general macroeconomic environment. This is reflected in our order backlog that is lower than a year ago. In the first half of the 2023, we expect the demand to be slightly soft. However, our long-term demand outlook is positive. I am confident in our ability to be proactive and expect us to continue on the path of profitable growth in the long term. I would like to thank all Exel employees for their hard work as well as our customers and other stakeholders for the continued cooperation and trust. Jouni Heinonen President and CEO CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 10 BOARD OF DIRECTORS’ REPORT Business model Exel Composites provides forward-thinking composite solutions made with continuous manufacturing technologies to customers in a wide range of industries around the world. Our products are used in applications in several industries from wind power and transportation to building and infrastructure. Our competitive edge and core expertise lies in chemistry, materials science as well as cost-efficient manufacturing processes. Composites are materials composed of two or more component materials that do not mix. In Exel Composites’ products this being fiber reinforced composites. We predominantly use glass and carbon fibers as reinforcements of a resin, which in more technical terms is called a matrix. Different types of resins can be used as a matrix, and additives, such as colorants, UV-stabilizers, or anti-bacterial additives, can be used for additional properties. Combining different types of reinforcements and matrix materials gives the desired chemical, physical or mechanical properties to the resulting composite. The products manufactured by Exel Composites are most often components of the customer’s end-product, manufactured in high volumes. The product portfolio includes, for example, profiles, tubes, and laminates, which are almost without exception customer tailored. Products are designed in close collaboration with the customer and according to their design requirements to solve one or more specific challenges, be it achieving a lighter, stronger, or stiffer solution. This high level of customization increases customer commitment and is reflected in Exel’s typically long-term customer relationships. The main manufacturing technology utilized by Exel is pultrusion, where resin-impregnated fibers are pulled through a mold and hardened with heat. The final products are cut to a specified length or wound on a roll at the end of the production line. Other key methods include pullwinding, which is a combination of pultrusion and filament winding, as well as continuous lamination. Production efficiency is high in all these technologies due to continuous and high-volume production. These manufacturing technologies are applicable to diverse, straight shapes from poles and tubes to profiles with complex geometries. Exel also has further processing capabilities to supply complete composite solutions including machining and coating. Exel’s strategy includes expanding into new and growing production technologies as well as into new and growing applications where composite materials can be used and where their unique characteristics are beneficial. Climate-related risks and opportunities impact Exel Composites’ business model on various levels. Exel actively aims to reduce the negative impact of its own operations on climate and the environment. The composites we produce also help reduce the environmental impact of the end-product. For us and for our customers, this is an opportunity to contribute to the mitigation of climate change. Composites’ properties, such as lightness and durability, enable longer life cycles and improved performance of the end-product, thus lowering the negative impacts on the environment. In addition, we aim to make a positive impact through our social responsibility and to reduce the negative impact of our environmental footprint. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 11 Exel Composites in the value chain SUPPLY CHAIN ● Raw material producers ● Suppliers of indirect materials ● Service providers MANUFACTURING ● Pultrusion ● Pullwinding ● Filament winding ● Continuous lamination CUSTOMER ● Original equipment manufacturers (OEM) ● System integrators ● Distributors END USER ● User of the final product Example Fiber providers supply Exel with reinforcement fibers necessary for the manufacturing process Further processing: ● Machining ● Painting ● Coating Example Wind OEM that buys composite parts manufactured by Exel, integrates them into wind turbine blades and other wind turbine areas, which is then operated by the energy producers Example Energy producers use wind turbines to harvest green energy Market environment The composites market is fragmented. Whereas Exel Composites is not a large company, it is nevertheless a leading company in the field of pultrusion and the only pultrusion company with significant presence on all major markets: Europe, Asia, and North America. This global presence differentiates Exel from its competitors and enables head-to-head competition with global suppliers of traditional materials. According to industry associations the annual value of composites market of approximately USD 80 billion is only about 1% of the huge global materials market, which is dominated by steel, plastic, and aluminum. The pultruded composites market represents less than 5% of the total composites market. Global composites market is estimated to continue to grow approximately at 2-5% per year in the coming years, depending on the region, production technology and end-use application. Exel sees growth potential for composites as a material as well as for pultrusion as a production technology within the composites market. Exel expects pultrusion composite market to grow faster than the general global composites market especially due to wind power market. Asia is the largest and the fastest-growing market area within the composites industry. China remains a focus area for us, and India is another fast-growing market in Asia. In India, local supply is considered important and thus Exel established a joint venture there in 2021. North American market is the second largest composites market globally in terms of value and growth. Growth is expected to be slower in the mature European market, which already today is smaller than North American and Asian markets. Exel Composites’ customers are typically original equipment manufacturers, system integrators or distributors. Our customer industries are: Buildings and Infrastructure, Wind Power, Equipment and Other industries, Machinery and Electrical, Transportation, Telecommunications and Defense. Our business portfolio is diversified across a variety of customer industries and regions, reducing impact of sudden fluctuations in demand within the portfolio. Demand drivers differ between customer industries as well as regions. Wind Power is expected to be the fastest-growing and largest customer industry for us given its size and favorable demand outlook. Global wind power market has enjoyed, and is expected to continue to enjoy, tailwind from energy transition given its vital role in accelerating the global energy transition to reach 2050 net zero targets. Net zero targets coupled with growing energy security concerns create a positive mid-term outlook for wind energy market and pultrusion products within that market. In 2022, the Russian war in Ukraine, cost inflation, challenges in raw material availability and continued Covid-19 pandemic caused uncertainty in the global business environment. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 12 In the long-term, interest towards composite materials is steadily growing, supported by global megatrends such as sustainability, longer life cycles and rapid urbanization. The main benefits of composites include lightness, energy efficiency, durability and the need for less maintenance. For example, increased energy efficiency requirements within the transportation industry and the increased utilization of anti-corrosive materials in the construction industry drive the increased use of composites. Exel’s ambition is to leverage on these trends and mitigate the negative impacts of climate change by offering its customers sustainable composite products that respond to this demand. Order intake and order backlog Order intake for 2022 was EUR 124.7 million (140.6), which is a decrease of 11.3% compared to the previous year. The Group’s order backlog on 31 December 2022 decreased to EUR 29.1 million (41.6). Revenue Group revenue for 2022 amounted to EUR 137.0 million (134.4) and increased by 2.0% compared to the previous year. Revenue in 2022 increased particularly in the Transportation customer industry driven by a general recovery from Covid-19 pandemic. In Machinery & Electrical and Telecommunications customer industries revenue increased compared to the previous year. Revenue in Equipment & Other Industries and Buildings & Infrastructure were flattish and declined in Wind Power and Defense compared to the previous year. Operating profit Operating profit in 2022 decreased to EUR 3.0 million (3.7), 2.2% (2.8%) of revenue. Adjusted operating profit increased to EUR 8.0 million (6.0), and was 5.9% (4.5%) of revenue. Higher adjusted operating profit was supported by the improved performance of the business unit in the United States compared to the previous year. On a Group level, material cost level increased in 2022. However, we have been able to mitigate the negative net impacts by adjusting our sales prices accordingly. Items affecting comparability during the reporting period amounted to a total of EUR 5.0 million (2.3), which were mainly related to the consolidation of our two manufacturing facilities in China and the compensation agreement made with one of our wind power customers. The Group’s net financial income/ expenses in 2022 were EUR 0.6 million (0.4). Profit before taxes was EUR 3.6 million (4.2) and profit after taxes EUR 2.1 million (1.7). Adjusted operating profit EUR thousand 2022 2021 Operating profit 3,002 3,744 Restructuring costs 1,066 0 Impairment losses and reversals 754 1,797 Costs related to planned or realized business acquisition and disposal 5 332 Expenses related to changes in legislation or legal proceedings and other claims 3,201 155 Adjusted operating profit 8,029 6,029 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 13 Financial position Net cash flow from operating activities for 2022 was EUR 6.8 million (6.3). The capital expenditure on fixed assets amounted to EUR 4.6 million (9.9). Net cash flow from investing activities amounted to EUR 2.0 million (-10.5) and net cash flow before financing activities amounted to EUR 8.8 million (-4.2). At the end of the reporting period, the Group’s liquid assets stood at EUR 17.4 million (15.6). Total depreciation, amortization and impairment of non-current assets during the year amounted to EUR 7.1 million (8.2). On 31 December 2022, the Group’s consolidated total assets were EUR 113.1 million (117.7). Interest-bearing liabilities, including lease liabilities, amounted to EUR 48.5 million (53.0). Net interest-bearing liabilities were EUR 31.1 million (37.4). Current interest- bearing liabilities totaled EUR 35.0 million. EUR 28.5 million of current interest-bearing liabilities were commercial papers. To secure the payment of commercial papers and for other short-term financing needs the company renewed long-term credit facilities for EUR 40.0 million in the second quarter of 2022. The new facilities have a tenor of three years, and they are valid until 1 July 2025. On 31 December 2022, equity was EUR 30.4 million (31.2) and equity ratio 26.9% (26.8%). Net gearing ratio was 102.4% (119.9%). Fully diluted total earnings per share were EUR 0.19 (0.14). Return on capital employed was 3.7% (4.8%). Return on equity was 7.0% (5.5%). The company paid total dividends of EUR 2.4 million (2.4) in 2022 for the financial year of 2021 calculated for the outstanding number of shares. Dividend per share for the financial year 2021 was EUR 0.20 (0.20), which was 139.8% of net income and thus in line with the dividend policy. Research and development Research and development costs in 2022 totaled EUR 3.4 million (3.3), representing 2.5% (2.5%) of revenue. Business development and strategy implementation In June 2022, the Board of Directors conducted its annual strategy review and reconfirmed Exel Composites’ strategy. The main strategic focus areas as well as the company’s long- term financial targets and dividend policy remained unchanged. Exel’s long-term financial targets include revenue growth exceeding twice the market growth, adjusted operating profit margin exceeding 10%, return on capital employed exceeding 20%, and net gearing at approximately 80% or below. Exel Composites’ strategy is based on scalable applications, chosen growth initiatives (e.g. wind power industry), expanding our global footprint and technology offering, and on improving operational efficiency. One of the targets in the strategy work in the past years has been to further integrate sustainability in all Exel Composites’ business and operations. The purpose of our business is to solve challenges and save resources with composites. The work on sustainability as part of Exel’s strategy continued during the year. Exel Composites continued to focus on and develop its operations during the year. The factory in Nanjing, China was closed and the site sold after reorganization and consolidation of the Chinese operations to one manufacturing site. The sales process is almost completed and the administrative process is in the final stages. Integration of the Kineco Exel Composites India joint venture, established in 2021, to Exel Composites’ operational model proceeded according to plan in 2022. Other strategic priorities during the year included operational efficiency and profitability improvements in the Group manufacturing units and focusing on growth initiatives. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 14 Exel Composites’ strategy Vision TO BE THE FIRST CHOICE FOR SUSTAINABLE COMPOSITE SOLUTIONS GLOBALLY FOCUSED GROWTH AREAS Protect and grow strongholds Create true global footprint Build leadership in China Penetrate growing / new applications Growth in new technologies ● Multiply existing applications to new customers ● Gain knowledge and improve efficiency in focus applications ● Establish sales coverage in new areas ● Grow supply and service to new market areas ● Utilize global footprint as value add ● Increase domestic and export sales ● Create value offering for mid-segment ● Expand R&D and manufacturing capacity ● Solutions for wind power, transportation, building and infrastructure ● Penetrate mid-segment ● Increase secondary processing and vertical integration offering ● Invest in new composite technologies Foundation built on company values: CUSTOMER FOCUSED w INTEGRITY w ONE EXEL w CARING w INNOVATIVE CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 15 Major near -term risks and uncertainties Exel Composites’ most significant near-term business risk is related to the customer portfolio, where a notable portion of revenue comes from certain key customers. The Russian war in Ukraine and the resulting sanctions are expected to affect global supply chains. Even though the direct impact of the war is currently limited on Exel Composites, raw material and energy price increases naturally also impact Exel. The risk management and risks related to the operation of Exel Composites are described in detail in the Corporate Governance Statement for 2022 and at the company’s website www.exelcomposites.com . Governance and AGM 2022 The Annual General Meeting, AGM, of Exel Composites held on 25 March 2022 approved the Board of Directors’ proposal to distribute a dividend of EUR 0.20 per share for the financial year 2021 in two installments. The first installment of EUR 0.10 per share was paid on 15 September 2022. The second installment of EUR 0.10 per share was paid on 15 December 2022. The AGM confirmed the number of members of the Board of Directors to be six. The AGM re-elected Petri Helsky, Reima Kerttula, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen as members of the Board of Directors. Jouni Heinonen was elected as a new member of the Board of Directors. Furthermore, the AGM re-elected Reima Kerttula as Chairman of the Board of Directors. Ernst & Young, Authorized Public Accountants, with Johanna Winqvist-Ilkka, APA, as principal auditor, were elected to serve as company auditor in the AGM in 2022. The AGM authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares by using unrestricted equity in accordance with the proposal of the Board of Directors. The maximum amount to be acquired is 600,000 shares in total. The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2023. The AGM authorized the Board of Directors to decide the issuance of shares and special rights entitling to shares. The maximum amount of the shares to be issued is 1,189,684 new shares, which corresponds to approximately 10.0 per cent of all shares of the company, and/or a maximum of 600,000 Company’s own shares. The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2023. In 2022, the Nomination Board comprised persons nominated by the four largest shareholders as of 30 September 2022: Malin Björkmo (Handelsbanken Fonder), Kalle Saariaho (OP Fund Management Company), Markus Lindqvist (Aktia Mikro Markka), Caroline Sjösten (Swedbank Robur Fonder) and Reima Kerttula, Chairman of the Board of Directors, Exel Composites Plc, as an expert member. The AGM of Exel Composites has elected a permanent Shareholders’ Nomination Board, the purpose of which is to prepare proposals concerning the Board members and their remuneration for the General Meeting. The Shareholders’ Nomination Board proposes to the AGM to be held on 10 May 2023 that the Company’s Board of Directors shall have five (5) members. The Shareholders’ Nomination Board proposes that Jouni Heinonen, Petri Helsky, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen of the current members of the Board of Directors will be re-elected as members of the Board of Directors until the end of the following AGM and that Jouni Heinonen will be elected Chairman of the Board of Directors. Reima Kerttula has informed that he is not available for re-election to the Board of Directors. The Shareholders’ Nomination Board proposes that the annual remuneration for the Board members remain unchanged. For more information about the remuneration of the Board of Directors, see the Remuneration Report 2022. At the end of 2022, the Group Management Team of Exel Composites consisted of the following persons: Interim President and CEO Jouni Heinonen, CFO Mikko Rummukainen, SVP Human Resources Tiina Bies, SVP Operations Callum Gough, SVP Business Unit Manager, Belgium Kari Loukola, SVP R&D and Technology Kim Sjödahl and SVP Sales and Marketing Olli Tevä. Organization and personnel On 31 December 2022, Exel Composites employed 721 (753) people, of whom 277 (268) in Finland and 444 (485) in other countries. The average number of employees during the reporting period was 732 (715). Changes in the Group Management Team On 9 and 12 May 2022, Exel Composites announced that CFO Mikko Kettunen and President and CEO Riku Kytömäki will leave the company to assume new positions outside Exel. On 18 May 2022, Mikko Rummukainen was appointed as CFO as of 1 August 2022. Previously he held the position of SVP, Business Development. Jouni Heinonen, a member of the Board of Directors, was appointed as interim President and CEO as of 1 October 2022. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 16 On 25 October 2022, Exel Composites announced that Paul Sohlberg has been appointed as President and CEO. He will start on 20 March 2023. Jouni Heinonen will continue as Interim President and CEO until Paul Sohlberg assumes his new position. On 26 October 2022, Exel Composites announced that SVP, Human Resources Tiina Bies will leave the company. She left the company on 31 December 2022. Incentive programs Exel Composites’ short-term incentive program covers all employees. President and CEO, the Group Management Team and office employees alike are entitled to a performance- based annual bonus in addition to their fixed salary. The performance measures of the annual bonus plan are tied to the achievement of annually established goals emphasizing growth and profitability as well as possible individual targets. Production employees are also eligible for short-term incentive compensation. Their annual bonus is mainly based on factory profitability and production related performance measures. The Group has long-term incentive programs for President and CEO, the Group Management Team and selected key employees of the company. The aim of the programs is to align the objectives of the shareholders and the executives, to increase the value of the company, to commit the executives to the company and to offer the executives a competitive reward program. The Board of Directors decides on the program and the performance measures annually. In February 2022, Exel Composites announced the continuation of a share-based long-term incentive program for the top management of the company. The 2022 performance-based plan is part of the share-based long-term incentive program published on 4 May 2017. Similarly to the previous programs within this plan, the performance targets applied to the plan that commenced at the beginning of 2022 are adjusted operating profit (EBIT) and the total shareholder return of the company’s share (TSR). Share and share performance Exel Composites’ share is listed on Nasdaq Helsinki Ltd in the Industrials sector. On 31 December 2022, Exel Composites’ share capital was EUR 2.1 million and the number of shares was 11,896,843. There were no changes in the share capital during the financial year. During the financial year, Exel Composites held a total of 42,899 of its own shares which are part of the share-based long-term incentive program for the top management. On 31 December 2022, the share price closed at EUR 5.42. During the review period, the average share price was EUR 6.30, the highest share price EUR 8.20 and the lowest share price EUR 5.02. A total of 3,103,680 shares were traded at Nasdaq Helsinki Ltd., which represents 26.2% of the average number of shares. On 31 December 2022, Exel Composites’ market capitalization was EUR 64.2 million (95.9). Total shareholder return (TSR) in 2022 was - 30.7% (12.2). Shareholders and disclosures Exel Composites had a total of 7,766 (7,106) shareholders on 31 December 2022. During the reporting period Exel Composites received two flagging notifications in accordance with the Finnish Securities Market Act regarding changes in shareholdings. According to the notification received on 4 August 2022, the holding of the Swedbank Robur Fonder investment fund decreased below 5% and amounted to 560,000 shares representing 4.71% of the shares and voting rights of Exel Composites Plc at the time of the notification. According to the notification received on 2 December 2022, the holding of OP-Finland Small Fund exceeded 5% and amounted to 760,119 shares representing 6.39% of the shares and voting rights of Exel Composites Plc at the time of the notification. The total shareholding of investment funds administered by OP-Rahastoyhtiöt Oy did not change. The shareholding change was due to merger of OP-Suomi Mikroyhtiöt -erikoissijoitusrahasto to OP-Finland Small Firms Fund. According to the company’s shareholder register held by Euroclear Finland Oy, on 31 December 2022 Exel Composites’ two largest shareholders were the nominee register managed by Skandinaviska Enskilda Banken AB (18.53%) and Sijoitusrahasto Taaleritehdas Mikro Markka (6.41%). On 31 December 2022, 0.52% (1.05) of the shares and votes of the company were owned or controlled, directly or indirectly by the President and CEO and the members of the Board of Directors. Information on the company’s shareholders is available on the corporate website at www.exelcomposites.com. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 17 Significant related -party transactions In 2022, no significant related-party transactions were conducted between the Group and its related parties. Corporate Governance Statement Exel Composites issues a Corporate Governance Statement for the financial year 2022, prepared in accordance with the Finnish Corporate Governance Code issued by the Securities Market Association, effective as of 1 January 2020. The Corporate Governance Statement is issued separately from the Board of Directors’ Report. Further information concerning corporate governance matters is available at Exel Composites’ website at www.exelcomposites.com . Other events during the reporting period Reorganization of Chinese units In August Exel Composites announced the sale of the real estate related to its closed manufacturing facility located in Nanjing, China. Production was transferred to the company’s other manufacturing site in the Nanjing area during the first half of 2022. As a consequence of the sale, a gross compensation totaling approximately EUR 6.8 million shall be paid to Exel Composites. Exel has received 97% of the payment by the end of 2022. The remaining amount shall be paid upon title transfer. The sales process is almost completed and the administrative process is in the final stages. A one-time cost of EUR 2.3 million related to the consolidation of our company’s two manufacturing facilities in China was already included in the figures and adjusted operating profit of the first half of 2022. The consolidation of the two facilities is estimated to result in annual synergies and cost savings totaling approximately EUR 0.7 million. Events after the reporting period On 4 January 2023, Exel Composites announed the plans to evaluate the downsizing of its operations in the United Kingdom. Exel has initiated employee consultations concerning 48 employees. The potential downsizing would be estimated to result in approximately EUR 1.6 million annual cost savings, with customer base continuing to be served by the downsized UK or other Exel factories. Exel Composites will potentially record a one-time cash cost of approximately EUR 3.0 million and a one-time non-cash asset write-down of approximately EUR 1.1 million in the first quarter of 2023 as items affecting comparability. On 17 February 2023, Exel Composites announced that Paul Sohlberg will start as President and CEO on 20 March 2023. On 17 February 2023, Exel Composites announced the continuation of a share-based long- term incentive program for the top management of the company. The 2023 performance- based plan is part of the share-based long-term incentive program published on 4 May 2017. The performance target applied to the plan that commenced at the beginning of 2023 is the relative total shareholder return of the company’s share (TSR) where TSR of Exel’s share will be compared to the TSR of all shares listed on Nasdaq Helsinki. Guidance for the full year 2023 Exel Composites expects that revenue in 2023 will be at last year’s level and adjusted operating profit will increase compared to 2022. Board proposal for dividend distribution According to Exel Composites’ financial targets and dividend policy, the company’s ambition is to distribute a minimum of 40% of net income in dividends, when permitted by the financial structure and growth opportunities. At the end of the financial year 2022, Exel Composites Plc’s distributable funds totaled EUR 25.9 million, of which profit for the financial year accounted for EUR 15.1 million. The Board proposes to the Annual General Meeting that a dividend of EUR 0.20 per share be paid based on the adopted financial statements for the financial year ended on 31 December 2022. As a basis for its proposal, the Board of Directors has assessed the Group’s financial position and ability to meet its commitments, as well as the Group’s outlook and investment requirements. The Board of Directors has decided to propose the record date for dividends to be 8 September 2023. If the Annual General Meeting approves the Board’s proposal, it is estimated that the dividend will be paid on 15 September 2023. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 18 Sustainability and corporate responsibility Statement on non-financial information Exel Composites’ sustainability focus areas and the company’s most relevant UN Sustainable Development Goals (SDGs) ENABLING SOLUTIONS Develop sustainable, safe, and reliable products that help our customers save resources and mitigate climate change SOCIAL HANDPRINT Provide a safe, fair, and inspiring environment for our employees, and ensure high standards of integrity and business ethics ENVIRONMENTAL FOOTPRINT Reduce the negative impact of our own operations to the environment and climate CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 19 Exel Composites is committed to responsible and sustainable operations through our corporate values and Code of Conduct. Exel’s purpose is to solve challenges and save resources with composites. Exel provides sustainable composite solutions that help our customers save resources and mitigate climate change. Composites’ properties, such as lightness and durability, enable longer life cycles and improved performance of the end- product, thus lowering the negative impacts on the environment. In addition, we aim to make a positive impact through our social responsibility and to reduce the negative impact of our environmental footprint. Exel Composites’ Board of Directors evaluates company-related risks on a quarterly basis as part of the risk management process. The main sustainability and climate-related risks include operational risks, hazard and environmental risks, and regulatory and reputational risks. A description of the company’s risk management process and main risks is available at the company’s website and in the Corporate Governance Statement 2022 on www.exelcomposites.com. Our approach to sustainability The Board of Directors is Exel Composites’ highest governance body in relation to sustainability issues. The material sustainability topics are validated by the Board of Directors and the sustainability report is reviewed alongside the publication of the company’s Annual Financial Report and signed by the Board. A sustainability team coordinates sustainability issues at Group level, reporting to the Group Management Team. The operational responsibility lies within each business unit and functional area of the organization. Exel Composites uses the Nasdaq ESG (Environment, Social and Governance) Guide as reference for reporting non-financial information. The non-financial information is not assured by an external party. The company’s auditors have considered the information as part of the review of the other information (Board of Directors report). Exel Composites is also committed to the Responsible Care -program for the chemical industry in Finland. The main themes of the program are the sustainable use of natural resources, sustainable and safe production and products, the work community’s wellbeing, and open interaction and cooperation. The results of the program are evaluated based on annually collected indicator data. Exel Composites has defined the sustainability focus areas to be: ● Enabling solutions: Responsible products and composites at end-of-life ● Social handprint: Health and safety, responsible employer, responsible business ● Environmental footprint: Energy efficiency and reduced emissions, circular economy and waste management, water consumption, responsible supply chain The key United Nations Sustainable Development Goals (SDGs) where Exel can best contribute through its business have been selected to be: ● Goal 8 Decent work and economic growth ● Goal 9 Industry, innovation, and infrastructure ● Goal 12 Responsible consumption and production ● Goal 13 Climate action In 2022, Exel’s sustainability work focused on further developing the fundaments of the Group sustainability program. A dedicated sustainability team, representing different areas of the organization, coordinated Group sustainability matters in general. Exel created a process to calculate greenhouse gas emissions from own production and initiated a process to set reduction targets. Exel complements its non-financial reporting by following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) to the extent possible. In alignment with the EU Taxonomy Regulation, Exel Composites analyzed the share of taxonomy-eligible economic activities and taxonomy-aligned economic activities contributing to climate mitigation and climate adaptation. Out of Exel’s revenue in 2022, 37.8% was taxonomy-eligible and 21.0% was also taxonomy-aligned. The taxonomy-eligible activities were related to the manufacture of renewable energy technologies (applications for Wind Power), manufacture of low carbon technologies for transport (structural profiles for electric trains and trams), the manufacture of energy efficiency equipment for buildings (composite window and door profiles) and manufacture of other low carbon technologies (conductor cores for electrical industry and structural profiles for aerospace applications). The manufacture of renewable energy technologies (applications for Wind Power) and the manufacture of energy efficiency equipment for buildings (composite window and door profiles) were also taxonomy-aligned activities. The EU Taxonomy disclosure in more detail is available on page 38. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 20 Exel Composites’ key stakeholders Employees Customers Business partners and suppliers Shareholders and investors General community Financial market Industrial associations Authorities Exel Composites’ solutions serve customers in a wide range of industries around the world. Our main stakeholders include customers, employees, business partners and suppliers, shareholders, the financial market, authorities, industrial associations, and general community. The key concerns of our stakeholders include, among others, product safety and reliability, energy and material efficiencies during the service life, recycling at end-of-life, transition to more sustainable solutions, sustainable and responsible operations, emissions and waste management, health and safety issues, professional development and training of our employees, Group financial performance, regulatory compliance, as well as business ethics. The expectations of our stakeholders concerning sustainability matters have clearly increased. In addition to direct contact, the dialogue with our stakeholders takes place, for example, through our website and social media channels, diverse events, fairs, financial reporting, shareholder events and general meetings. Exel Composites’ business model is described in further detail on page 10. Sustainability highlights in 2022 SUCCESSES FOCUS POINTS GOING FORWARD ● Further development of Group sustainability program and reporting and complementing sustainability reporting with recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) ● Further developments in Group sustainability: setting targets, defining actions and performance indicators ● Collaboration in industry initiatives promoting recyclability of composites and enabling recycling in some regions, such as Finland ● Further actions to reduce production waste to landfill, promoting recyclability and reuse of composites, recycling all recyclable waste ● Introducing greenhouse gas emission (scope 1 and 2) calculations ● Focus on community involvement in line with the ISO 26000 standard (social responsibility) ● Safety improvement actions in all units ● Continue to focus on safety improvements ● Accomplished environmental impact assessment ● Expand greenhouse gas emission calculation to include also scope 3 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 21 Enabling solutions Our aim in Enabling solutions Develop sustainable, safe and reliable products that help our customers save resources and mitigate climate change Our contribution to the SDGs We provide safe and reliable composite solutions that promote sustainable consumption: composites are durable and require little or no maintenance. Being lightweight yet strong, composites help save resources through energy and material efficiencies. We contribute to mitigating climate change by serving customer industries such as Wind Power, Buildings and Infrastructure, and Transportation. Key policies and standards ● Corporate values ● Code of Conduct ● Group-wide quality management system ● QEHS Policy ● Chemical Policy ● ISO 14001/2015 (environmental management) and ISO 9001/2015 (quality management) ● Memberships in composites associations such as EPTA, EuCIA and ACMA * United Nations Sustainable Development Goals CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 22 MAIN THEMES OUR PROGRESS IN 2022 (scale 1-3) Responsible products ● Meeting or exceeding customers’ safety and quality specifications, passed customer audits and participation in customer sustainability programs ● Initial result in the 2022 customer survey: NPS score 43 Composites at end- of-life ● Collaboration in industry initiatives promoting recyclability of composites such as the successfully completed KiMuRa project in Finland Customers are at the center of all Exel Composites’ business decisions and not meeting the agreed requirements could have negative impact on our business and reputation. Customer satisfaction is evaluated through regular customer surveys and using for example the Net Promoter Score-method (NPS). In 2022, our NPS score was 43 according to initial result (54 in the previous year) scale being -100 to 100. Many of our customers require Exel to comply with their Supplier Code of Conducts and audit the company against their sustainability, quality and safety requirements. We also participate in sustainability programs invited by our customers. Saving resources with composites The biggest benefit of Exel’s products on the environment and climate is during the service life of the end-product they are a part of. Composites’ properties are what make them environmentally friendly, and an increasing sustainability focus also increases the demand for composites. Composites are often lighter than alternative materials, they are durable and non-toxic. A composite product does not leak or emit anything into the air or the ground. In addition to their long service life and lower installation and maintenance costs, they often result in lower energy consumption over the lifecycle of the product. Composites are also used in sustainability enhancing technologies and solutions that contribute to climate change mitigation or adaptation. For example, longer and stiffer wind turbine blades enable improved performance, window and door profiles with improved insulation properties enable more energy efficient buildings, and lighter wall panels in public transportation enable reduced energy consumption, etc. A reliable life cycle assessment for composites is challenging as they often are only one part of an end-product that consists of several components and materials. The European Composites Industry Association, EuCIA, has developed a tool to help composite companies to calculate the environmental impact of a composite product for the manufacturing phase, i.e. ‘from cradle to gate’. Exel is using a EuCIA-developed environmental impact calculation tool to include CO 2 and energy demand data in its cost calculation. Understanding the carbon footprint for the ‘cradle-to-gate’ phase, makes it is easier for the customer to evaluate the impact of the composite product across the end-product’s total lifecycle. Composites at end-of-life The same properties that drive the decision to choose composites over alternative materials — durability and strength among others — also set economic and technological limitations to their recyclability. As the demand for composites increases, the technologies available for composite recycling are also expected to develop strongly over the coming ten years. Exel’s ambition is to be part of this development by participating in industry projects and considering matters impacting recyclability already during product design. According to EuCIA, for the coming ten years at least the main recycling route for composites is cement co-processing. Here, end-of-life composites are used as mineral raw material (approximately 2/3) and for energy recovery (approximately 1/3), thus effectively CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 23 reducing overall CO 2 emissions. Other recycling technologies such as mechanical crushing and chemical or thermal treatment are currently in different phases of development. Crushed and ground composite waste can be used as raw material in other production processes such as extrusion. In 2021 and 2022, Exel participated the KiMuRa project led by the Finnish Plastics Industries Federation to find a technically and economically viable recycling process for industrial composite waste in a parallel process in the cement industry. A considerable amount of composite waste from the Finnish units was delivered for testing during the two-year project phase. The project was successfully completed in 2022. When the recycling process is fully implemented following the project phase, Exel’s aim is to recycle all composite waste to cement production from the Finnish units leading to zero landfill of composite waste in Finland. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 24 Lifecycle impact of composites COMPOSITE MANUFACTURING Impact: mostly negative impact in greenhouse gas emissions Owner: composite manufacturers such as Exel The manufacturer produces the composite product according to customer specifications. The process creates greenhouse gas emissions and therefore the impact of the manufacturing phase typically is negative. In this phase, it is the manufacturers and their supply chain, who can influence and reduce the negative impact. SERVICE LIFE Impact: mostly positive impact in greenhouse gas emissions depending on application Owner: customers and their customers in very diverse industries The composite product is a part of an end-product of a customer and can be used in diverse industries in very diverse ways. With the contribution of the composite, the service life of the end-product is usually prolonged from 10 to over 50 years and often considerably longer and maintenance- free compared to alternative materials. During the service life of the end-product, the impact on the environment can be highly positive and emit less greenhouse gases due to increased energy efficiency, better performance, and durability. END-OF-LIFE Owner: composite manufacturing industry together with other industries Currently, there are processes already in place for the recycling and reuse of composites, but there are still several limitations. Available technologies are expected to develop strongly in the coming decades. Source: EuCIA in collaboration with Ernst & Young Exel’s products have the biggest impact on the environment and climate during the service life of the end-product. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 25 Social handprint Our aim in Social handprint Provide a safe, fair, and inspiring environment for our employees, and ensure high standards of integrity and business ethics Our contribution to the SDGs We promote economic productivity by prioritizing health and safety, diversification and non-discrimination, and being an inspiring workplace for our employees. We aim to be a positive contributor in our communities and a responsible corporate citizen. Key policies and standards ● Corporate values ● Code of Conduct, Supplier Code of Conduct ● Quality, Environment, Health & Safety Policy ● Chemical Policy ● HR policy and the people strategy ● Anti-Corruption Policy ● Whistleblowing channel ● ISO 45001/2017 (occupational health and safety), ISO 26000 (social responsibility) * United Nations Sustainable Development Goals CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 26 MAIN THEMES OUR PROGRESS IN 2022 (scale 1-3) Health and safety ● Safety improvement actions in all units ● Regular safety inspections, audits, and safety patrols ● Safety training and communication ● Actions to improve chemical safety and breathing air quality ● Work of local H&S committees at all sites Responsible employer ● Continuous development of Group HR processes such as performance reviews, onboarding, trainings, etc. ● Implementation of actions and ideas from the employee satisfaction survey ● Cooperation with local universities and schools Responsible business ● Enforcement of corporate values, Code of Conduct, and Supplier Code of Conduct ● Human Rights assessment conducted Injury prevention and safety first The health and safety of our employees, customers and business partners is a priority for Exel Composites. In 2022, safety and hygiene instructions to prevent the spreading of the Covid-19 pandemic continued to be a key focus. Exel continued to monitor the pandemic situation very closely. The health and safety issues are an integral part of responsible management, and all sites have a safety organization with defined responsibilities. A variety of chemicals are used in the production process, and more than half of our employees are in daily contact with dangerous or flammable chemicals in their work. Ensuring the safety of all chemicals used in our products is a priority for us. The main occupational health and safety risks relate to the possibility of fire or health problems due to allergies or long-term exposure. The core of Exel Composites' health and safety efforts lies in preventive measures, including proper safety gear, regular safety trainings and communication, risk assessments as well as internal and external evaluations. The number of injuries per million hours worked (lost time injuries, LTI ) is a key performance indicator. Every LTI is reported to the top management as well as other units to ensure the lessons learned. Near-miss and unsafe condition reporting is used for injury prevention in all factories. In 2022, there were 10.8 LTIs , which is higher than in the previous year (7.8). The injuries were mostly related to working methods, resulting in reminders on safe operating methods and additional training. To improve safety, we aim to further focus on increasing awareness and identifying risks. Our unit in Austria celebrated over three years without injuries. The units in the United Kingdom and the United States had no injuries in 2022. The chemical handling processes and personal protection equipment at Exel are designed and allowed only for chemicals that are non-toxic, non-carcinogenic and non-mutagenic. We are continuously vigilant about updates in listings of chemical Substances of Very High Concern, such as in the REACH and RoHS declarations, to ensure staying ahead of regulations. The search for less hazardous substitutes is proactive and continuous. In 2022, the business units in Belgium and the United States, for example, made investments to replace the cleaning agent in use with a less hazardous detergent . Monitoring air quality and volatile organic compounds (VOC) emissions as well as efficient ventilation on all sites is an important part of health and safety. Employees’ health is also monitored through regular medical checks. Styrene exposure is monitored through mandelic acid tests based on urine samples. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 27 Safety KPIs 2022 2021 2020 2019 2018 Lost time injuries, LTI 1) 10.8 7.8 8.1 10.8 16.9 Reports on unsafe conditions 762 808 976 1,175 996 1) Number of injuries per million hours worked Exel as a responsible employer and corporate citizen Technology leadership is a competitive advantage for Exel Composites. Recruiting skilled employees, as well as maintaining and developing employees’ expertise are critical for our company’s continuous development . Exel aims to be an inspiring, fair, and fulfilling workplace for its employees. In 2022, the human resources organization continued to support employee wellbeing and satisfaction at the workplace. Ideas and actions from the employee satisfaction survey in the previous year were implemented. Exel Composites conducts employee surveys on a regular basis. In 2022, in addition to a traditional employee survey, Exel conducted an employee satisfaction survey of the impacts of the actions done in 2021 to improve employee wellbeing and satisfaction at the workplace. The scores of the employee survey improved from the previous year. Exel complemented the employee wellbeing and satisfaction surveys also with ad-hoc polls on specific topics. The annual Performance Development Review (PDR) process is an important means to review individual and team performance. The PDR process also enables employees together with their manager to identify areas of their professional development and interest for trainings, in-house learning opportunities and mentoring. Exel continued to further develop and expand the PDR process across the Group in 2022. Exel’s aim is that all its employees are involved in at least one formal PDR meeting with their manager each year. All of Exel’s employees are eligible for annual bonuses tied to performance measures such as growth, profitability, and production related indicators as well as possible individual targets. Exel Composites is committed to meeting the expectations of the ISO 26000 standard related to social responsibility. The Group has an important social role as a local employer and supporter of regional vitality as most of our manufacturing units are in small towns. We support local communities for example through small donations to local associations and non-political activities. Exel also cooperates with local universities and chambers of commerce, which is an important way to raise awareness of Exel as an attractive employer and promote education and research in connection to composites. Following the ISO 26000 standard requirements assessment a year ago, community involvement was raised as a focus area for the near future. In Finland, for example, Exel continued to support a local foundation for the disabled in 2022. Exel’s university and school collaborations continued in 2022 in several countries, for example in Belgium, Finland, and United Kingdom . Exel was also present in various local recruitment fairs and sports events . Exel Composites encourages and respects diversity in the workplace, in all recruiting decisions as well as in the composition of the company’s Board of Directors. Exel follows a zero-tolerance policy for discrimination and the company’s corporate values and Code of Conduct state that everybody shall be treated with fairness, respect, and dignity. All employees are expected to report any inappropriate or discriminant behavior or other Code of Conduct violations using for example the whistleblowing channel available on the company’s website. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 28 Employee-related KPIs 2022 2021 2020 2019 2018 Number of employees, on average 732 715 665 660 647 Number of employees, end of period 721 753 674 648 675 Employees' age, average 43 43 43 43 44 Employees with permanent contract, % 98.5 97.3 97.5 98.8 97.1 Employees with temporary contract, % 1.5 2.7 2.5 1.2 2.9 Number of years at Exel, average 8.4 7.8 8.4 8.0 8.8 Employee turnover, % 19.3 22.1 18.9 25.6 20.4 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 29 63.2 13.9 22.9 Europe North America Asia-Pacific 54,0 32,5 13,5 30-50 years > 50 years < 30 years 78,9 21,1 All employees, male All employees, female 76.9 23.1 Top management, male Top management, female Employees per region, % Age distribution, % Gender diversity, % Gender diversity 1) , % 1) Board of Directors and Group Management Team CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 30 High standards of integrity and responsible business Exel Composites is committed to exercising high standards of integrity and following ethical business principles in line with its Code of Conduct. Exel supports and respects the protection of human rights in all its operations, including its supply chain, and follows global human and labor rights conventions. No form of forced or child labor is tolerated in the Group, nor from any of its business partners or third parties associated with the Group. Exel Composites does not tolerate bribery or corruption in any form. Any violations could constitute serious damage to Exel’s business and reputational loss, and the company follows a zero-tolerance policy concerning corruption in all countries of operation. Employees are expected and encouraged to report any Code of Conduct violations or observations. For this purpose, an anonymous and confidential whistleblowing-channel is available for both internal and external stakeholders. New employees sign Exel’s Code of Conduct already during the recruitment process and it is part of the employment contract. In 2022, Exel received one suspected misconduct report through the company’s whistleblowing channel concerning Code of Conduct violations. An investigation on potential non-compliance was completed and did not lead to further actions. There were no pending legal cases regarding corruption brought against the company or its employees. Exel Composites made a decision in 2022 to assess its operations to identify potential adverse human rights impacts in line with its commitment to the United Nations Guiding Principles on Business and Human Rights. Assessment covered impacts which Exel may cause or contribute to through its activities and impacts directly linked to Exel’s operations or products through business relationships. Impacts were assessed for the likelihood and severity of the related risk. The assessment was conducted together with an external expert, relevant internal stakeholders and utilizing publicly available information and completed in early 2023. Identified potential salient issues for own operations include occupational health and safety, protection against discrimination at work and freedom of association. Other salient issues in the value chain include labor rights and working conditions in the supply chain, and environmental and health impacts for surrounding communities. Exel will continue integration of the human rights due diligence process across business units and operations and integrating human rights impact assessment into management systems. Salient issues will be revisited on regular basis as well as with significant changes in business. Exel currently manages human rights issues mainly through its health and safety management system and through supplier management. Exel Composites has not identified any controversies regarding human rights during the assessment or via the whistleblowing system in 2022. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 31 Environmental footprint Our aim in Environmental footprint Reduce the negative impact of our own operations to the environment and climate Our contribution to the SDGs* Promote sustainable production and contribute to mitigating climate change through responsible operations based on circular economy, energy and material efficiencies, responsible use of chemicals, waste management and responsible supply chain management. Key policies and stan dards ● Corporate values ● Code of Conduct, Supplier Code of Conduct ● Quality, Environment, Health & Safety Policy ● Chemical Policy ● ISO 14001/2015 (environmental management) and ISO 9001/2015 (quality management) * United Nations Sustainable Development Goals CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 32 MAIN THEMES OUR PROGRESS IN 2022 (scale 1-3) Energy efficiency and reduced emissions ● Actions to reduce energy consumption and improve energy efficiency ● Introducing greenhouse gas emission (scope 1 and 2) calculations Circular economy and waste management ● Remarkable reduction in the amount of landfilled production waste in the Group, other actions initiated within the circular economy initiative ● Collaboration in industry initiatives promoting recyclability of composites and enabling recycling in some regions, for example through the successfully completed KiMuRa project in Finland ● Accomplished the environmental impact assessment of the Group’s operations Sustainable supply chain ● Six supplier audits during the year Energy efficiency and reduced emissions Exel Composites’ greenhouse gas emissions from own operations are mostly carbon dioxide that is formed in own use of fuels, heating, and transportation of materials. In addition to production, heating has a major impact on the total energy consumption as our largest production sites are situated in northern locations. Our long-term target is to reduce our total use of energy proportional to production. The primary energy source is electrical energy, out of which approximately a third is estimated to be from renewable energy sources. A solar power plant on the factory roof in Joensuu, Finland generated approximately 80 MWh/a of renewable energy for the site to use during its first year in operation in 2022. The Joensuu solar power plant has acted as a pilot project in exploring the opportunities to increase the share of renewable energy. The next, significantly larger solar power plant will be installed on the roof of the new factory in Austria. In 2022, Exel conducted several energy efficiency actions to optimize and reduce energy consumption in all factories. The energy efficiency initiatives relate to, for example, factory lighting, ventilation and heat capture. In 2022, Exel calculated its greenhouse gas emissions from own operations (scope 1 and 2) for the first time. The greenhouse gas emissions (scope 1 and 2) were 5.3 thousand tons at the end of 2022. The majority of the total is indirect greenhouse gas emissions (scope 2) due to the purchased energy. Circular economy and waste management Recyclability and implementing circular economy principles in our operations is one of the most pressing topics for Exel. The main operational efficiency goal for Exel Composites is to reduce operational or composite waste, which is inevitably generated as part of the regular production process. Exel has a waste management plan in place and aims to continuously reduce the amount of waste produced. The amount is dependent on the product mix and is therefore volatile. As products are mostly developed on-demand and in close cooperation with customers, the use of raw materials is as efficient as possible. Factors such as product design and complexity, size of production batches and the quality of raw materials also contribute to the amount of surplus. Continuous dialogue with the customer in the early design stages and throughout production is therefore critical from a quality and production point of view as well as from a waste management perspective. Exel is committed to preventing landfilling surplus materials from own production by recycling and/or reusing, for example, surplus resin mixes whenever possible. In 2022, Exel collaborated with several sustainable raw material and recycling companies focusing on processing surplus fiber into new raw material. Exel has supplied clean surplus polyester fibers for tests and is committed to testing new materials in its own production. In addition, Exel investigated cooperation opportunities with recycling companies processing scrap profiles into new raw materials and started trials with a European company. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 33 To reduce the amount of new materials purchased, in 2022, surplus resin and solvents continued to be recycled in production whenever possible. Exel continued to investigate options for a more ecological washing machine for tools in several factories. In 2022, Exel’s business units in Belgium and the United States invested in more ecological washing machines. The composite waste that cannot be reused is recycled through combustion where possible. In this process, about a quarter is recycled as energy and the remaining ash is currently landfilled. Composite waste can be used as derived fuel in energy production. This is widely used in Central Europe, among others, but not currently feasible in Northern Europe. Other than composite waste is recycled whenever possible. Where logistically, technologically, and economically possible, composite waste goes to recycling for example in the production of cement. This is currently possible in some locations in Europe. However, the relatively low volumes of composite waste combined with long distances have set limitations. In 2022, 53% of Exel Composites’ composite waste was utilized in energy production and 25% was recycled. In 2022, Exel continued to participate the KiMuRa project led by the Finnish Plastics Industries Federation to find a technically and economically viable recycling process for industrial composite waste and use crushed composite waste in a parallel process in the cement industry. The project was successfully completed during the year. The KiMuRa project received ‘The act of the year in wind power’ award from the Finnish Wind Power Association in 2022. The recyclability of wind power blades was included as grounds for the award. The composite waste recycling to cement production will increase in Finland once the project outcome is fully implemented. Our business unit in the United States continued its partnership with a local carbon and glass fiber recycling company in 2022. Collaboration has decreased the composite waste to landfill, and the target is to reach zero composite waste to landfill. Production KPIs 1) 2022 2021 2020 2019 2018 Energy usage, GWh 21.7 25.1 21.4 22.1 19.9 Energy usage, change from previous year, % -13.6 17.1 -2.8 11.0 6.3 Greenhouse gas emissions (scope 1 and 2), tCO2e 5.3 - - - - Energy usage in proportion to production, change from previous year, % 8.2 4.1 -3.5 -17.0 -15.0 Energy usage is impacted mainly by the number of manufacturing units and their geographical location (i.e. heating need) as well as production load Composite waste per ton produced, change from previous year, % 3.7 -23.2 -11.8 -5.3 26.6 The amount of composite waste is dependent on the product mix Reused waste, % 77.9 60.6 40.4 33.7 43.3 Possibilities to reuse composite waste vary from country to country Water consumption and protection of groundwater Producing composites is not a water intensive process. Water is used mainly for sanitary purposes and to a minor extent for cooling, where water is reused in a closed circuit. Except for the manufacturing site in Joensuu, Finland, no Exel factory is in a groundwater area. The Joensuu area was proclaimed groundwater area after the factory founding in the 1980’s , and according to the environmental permit, the company has built an extinguishing water recovery system to protect groundwater in the event of a factory fire. A study on the extinguishing water recovery system to protect groundwater in the event of a factory fire was conducted on the Mäntyharju manufacturing site in Finland in 2022. Also, the operations elsewhere in the Group are strictly governed by requirements of the environmental permits. Responsible supply chain Exel Composites sources components and materials for its manufacturing processes from multiple sources and multiple countries. Most of the company’s supply chain is composed of large, international manufacturers or their distributors that often have established processes and high sustainability standards. In addition, these suppliers and manufacturers are systematically audited by Exel and several other stakeholders. All Exel’s suppliers are chosen with care and based on objective factors such as quality, reliability, delivery, and CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 34 price, in addition to ethical standards and sustainability. All suppliers receive the Supplier Code of Conduct as part of their agreement with Exel and they are required to operate in compliance with it. Exel Composites conducts supplier audits primarily through factory visits where an initial self-assessment is verified. The audit topics include environmental, human rights, employee health and safety, and monitoring of dangerous particles, among others. Suppliers are selected for audit based on purchase volume, the criticality of the supplier as well as its location. In case of violations action is taken either to allow time for corrective action or to terminate the relationship. In 2022, six key suppliers were successfully audited on a global level. Due to the Covid-19 pandemic, part of the audits were conducted online and using verification methods not requiring travel. Part of the audits were conducted through on-site factory visits. The focus area going forward is to develop the vendor selection and audit processes to ensure a more systematic and consistent approach. As part of our circular economy initiative, Exel researches and evaluates the use of alternative, sustainable raw materials in production. These include bio-based resins and fibers, such as flax, as well as the combinations of virgin and recycled raw materials. Bio- based raw materials are part of our offering already today and they are used for example in some sporting goods. Interest towards them is expected to grow, but volumes are still small as bio-based raw material often comes with a premium price. The use of recycled fibers in pultrusion, on the other hand, is limited by the fact that the technology is precisely based on long, continuous fibers. When recycled, the fibers are usually cut or crushed short and therefore they are best used in other technologies, such as extrusion, where product properties are also different. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 35 Climate-related risks and opportunities RISKS OPPORTUNITIES Policy and legal ● Regulation, which radically reduces consumption in general ● Regulation changes impacting composite production specifically, e.g. regarding chemicals or their risk classification ● Regulation hampering adaptation to composites or delays in the implementation of favorable standards ● Regulatory differences in Europe, America, and Asia Products and services ● Composites are non-toxic, durable, and maintenance-free products, and therefore climate friendly. A composite product does not leak or emit anything into the air or the ground ● Regulations mitigating climate change increase demand for composites ● Climate friendly product design and use in customer acquisition ● Leveraging and expanding collaboration with research centers and universities Technological ● Favoring other materials and not considering the climate-impact on the full lifecycle of the end-product ● Potential new, climate friendlier production technologies e.g. , solvent-free technologies Resource efficiency ● Increasing energy efficiency ● Innovation in recycling and reuse of composites ● Increasing the use of bio-based raw materials ● Climate-friendly developments in production technology, e.g., closed bath impregnation of fibers Market and reputation ● Reputational risk due to the challenging recycling of pultruded composites ● Reputational risk due to misunderstanding composites as merely “plastics” Markets ● Increasing demand of products that mitigate climate change ● Building awareness about the benefits of composites and production technologies used by Exel ● Expanding into new applications and industries where possibilities of composites are yet to be unveiled Physical risks ● Extreme weather conditions that cause interruptions in production or in the supply chain Climate-related risks and opportunities both could potentially have a significant financial impact on Exel Composites’ business and financial planning in terms of revenue gain or loss, unexpected expenditures, or investment requirements. Climate-related risks could also impact the valuation of Exel’s assets or ability to obtain financing. Strategically, climate- related risks and opportunities may potentially impact the company’s decisions regarding its geographical footprint, expanding into or focusing on certain product applications or customer industries as well as expanding into or focusing on certain production technologies. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 36 Index on Climate-related financial disclosures (TCFD) Exel Composites complements its non-financial reporting by following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) to the extent possible. DISCLOSURE FOCUS AREA AND RECOMMENDED DISCLOSURE LOCATION AND COMMENTS Governance a) The board’s oversight of climate-related risks and opportunities b) The management’s role in assessing and managing climate -related risks and opportunities Corporate Governance Statement 2022: ● Page 5 RISK MANAGEMENT Annual Financial Report 2022: ● Page 18 SUSTAINABILITY AND CORPORATE RESPONSIBILITY Climate-related risks and opportunities are considered and evaluated as part of the general duties of the Board and the management connected to strategy, budget and risk management and sustainability matters. Strategy a) The climate-related risks and opportunities the organization has identified over the short, medium, and long term b) The impact of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning c) The resilience of the organization’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario Annual Financial Report 2022: ● Page 35 CLIMATE -RELATED RISKS AND OPPORTUNITIES ● Page 10 BUSINESS MODEL ● Page 11 MARKET ENVIRONMENT ● Page 13 BUSINESS DEVELOPMENT AND STRATEGY IMPLEMENTATION ● Page 21 ENABLING SOLUTIONS A scenario analysis has not yet been conducted. Risk management a) The organization’s processes for identifying and assessing climate-related risks b) The organization’s processes for managing climate-related risks c) How processes for identifying, assessing, and managing climate-related risks are integrated into the organization’s overall risk management Corporate Governance Statement 2022: ● Page 5 RISK MANAGEMENT Annual Financial Report 2022: ● Page 35 CLIMATE -RELATED RISKS AND OPPORTUNITIES CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 37 Targets and key KPIs a) Metrics used to assess climate -related risks and opportunities in line with its strategy and risk management process b) Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks c) Targets used by the organization to manage climate-related risks and opportunities and performance against targets Annual Financial Report 2022: ● Page 31 ENVIRONMENTAL FOOTPRINT Estimates on scope 3 greenhouse gas emissions have not yet been calculated. Scope 3 emissions reporting will be added according to the Corporate Sustainability Reporting Directive (CSDR) requirements. The effective date is 1 January 2024. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 38 EU Taxonomy disclosure The EU Taxonomy in short The EU Taxonomy is a classification system that lists environmentally sustainable economic activities, i.e. those that make a substantial contribution to at least one of the six EU climate and environmental objectives. At the same time, they shall not significantly harm any of these objectives (principle of ‘Do No Significant Harm’, DNSH) and meet the minimum safeguards related to labor and human rights. The environmental objectives are a) climate change mitigation; b) climate change adaptation; c) the sustainable use and protection of water and marine resources; d) the transition to a circular economy; e) pollution prevention and control; and f) the protection and restoration of biodiversity and ecosystems. Definitions The EU Taxonomy consists of precise criteria that define what it means to make a substantial contribution and what it means to do no significant harm. ● An economic activity is considered TAXONOMY -ELIGIBLE when it is described in the EU Taxonomy classifications. ● When the activity is taxonomy-eligible and additionally complies with the DNSH principle, the minimum safeguards, and technical screening criteria established, the activity is considered TAXONOMY -ALIGNED . ● An economic activity may be ENABLING by directly enabling other activities to make a substantial contribution to one or more of those objectives. ● An activity may be TRANSITIONAL where it supports the transition to a climate-neutral economy. Disclosure requirement for the financial year 2022 The EU Taxonomy requires companies to provide disclosures on the following metrics: ● The proportion of turnover derived from products or services associated with economic activities that qualify as environmentally sustainable. ● The proportion of capital expenditure and operating expenditure related to assets or processes associated with economic activities that qualify as environmentally sustainable. In addition, it requires to disclose qualitative information on the reporting methodology. In 2022, companies are required to disclose the proportion of Taxonomy -eligible and Taxonomy -non-eligible economic activities in the total turnover, capital expenditure and operational expenditure for the financial year 2022. For the activities that are eligible, companies are required to disclose also the share of taxonomy-aligned activity. Preparation and accounting policy Exel Composites’ taxonomy-eligible and taxonomy-aligned economic activities have been identified based on an internal assessment conducted with the support of various organizational functions. The company’s products and revenue were analyzed by customer industry and the subsegments within each and compared against the economic activities listed in the EU Taxonomy . The internal assessment has been complemented with an externally produced model, which uses an extensive company and product database as a basis. The proportion of turnover is calculated as the part of the net turnover derived from products or services, including intangibles, associated with taxonomy-aligned economic activities (numerator), divided by the net turnover (denominator). Proportion of capital expenditure is calculated by dividing sustainable investments (numerator) by gross investments, excluding goodwill, presented in the balance sheet (denominator). Proportion of operational expenditure is calculated by dividing expenses related to assets or processes associated with taxonomy-aligned economic activities (numerator) by total direct expenses presented in the income statement (denominator) including maintenance and repair costs of production facilities, machinery and equipment, short-term leases, and research costs. Total direct expenses do not include labor or travel costs of own personnel. Exel Composites’ EU Taxonomy metrics have not been externally assured. The company’s auditors have considered the EU Taxonomy metrics as part of the review of the other information (Board of Directors report). Minimum Social Safeguards Exel Composites has reviewed the Minimum Safeguards with respect to human rights, anti- corruption, competition and taxation. Based on the review Exel has determined its activities to meet the minimum safeguards. Read more about Exel’s human rights assessment in the Non-financial section under Social handprint of this report. Exel Composites’ taxonomy-eligible and aligned economic activities Exel Composites’ main economic activity, the manufacture of composites or fiber reinforced plastics, is as such not included in the current EU Taxonomy . This is because Exel’s products are usually components or parts of our customers’ — or our customers’ customers’ — end-product. Therefore, the EU Taxonomy today lists mainly economic activities of our customers. Often , however, it is the composite component produced by Exel that contributes to improving the environmental impact of the end-product. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 39 The NACE codes of the economic activities that match Exel Composites’ offering, i.e., Exel’s taxonomy-eligible and taxonomy-aligned activities, are currently found in the energy, transport, and construction sectors. Exel has determined its taxonomy-eligible activities to be included under the sections 3.1. ‘Manufacture of renewable energy technologies’, 3.3. ‘Manufacture of low carbon technologies for transport’, 3.5. ‘Manufacture of energy efficiency equipment for buildings’ and 3.6. ‘Manufacture of other low carbon technologies”. Exel has evaluated the DNSH criteria and found activities to meet requirements. Exel has determined that activities under sections 3.1. and 3.3. are taxonomy-aligned. Activities under sections 3.5 and 3.6. are taxonomy-eligible but not taxonomy-aligned as technical screening criteria was not yet fully met. Exel Composites identified activities in a new section ‘Manufacture of other low carbon technologies’ that are taxonomy-eligible in 2022. The taxonomy-eligible turnover is higher in 2022 than in 2021. Turnover and Capital expenditure ● Manufacture of renewable energy technologies: Exel manufactures composite applications used in wind turbines such as blade reinforcements, blade laminates, spar caps, blade root joints, and spacers. The high strength and stiffness of the composite combined with low weight improve the wind turbine’s performance, for example, by enabling longer blades. ● Manufacture of energy efficiency equipment for buildings: Exel manufactures structural profiles for windows and doors. Their low thermal transmittance (U-value) and insulation properties improve energy efficiency and provide for better performance. ● Manufacture of low carbon technologies for transport: Exel manufactures structural profiles such as side panels for electric trains and trams. ● Manufacture of other low carbon technologies: Exel manufactures conductor cores for electrical industry and structural profiles for aerospace applications. Operational expenditure ● Collection and transport of non-hazardous waste in source segregated fractions: separation and collection of recyclable material such as carboard, plastic packaging, wood, metal, profile waste, chemical waste and energy wastes and transport for recycling in all Group units. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 40 Proportion of turnover from products or services associated with Taxonomy -aligned economic activities — disclosure covering year 2022 Substantial contribution criteria DNSH criteria (‘Do No Significant Harm’) Codes Absolute turnover Propor- tion of turnover Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and ecosys- tems Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and ecosys- tems Mini- mum safe- guards Taxonomy- aligned proportion of turnover 2021 Taxonomy- aligned proportion of turnover 2020 Category (enabling or transitional activity) Economic activities EUR thousand % % % % % % % Y / N Y / N Y / N Y / N Y / N Y / N Y / N % % E / T A. TAXONOMY -ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (Taxonomy -aligned) Manufacture of renewable energy technologies C28.11 26,784 19.6 100 Y Y Y Y Y Y Y 23.9 N/A E Manufacture of low carbon technologies for transport C30.20 2,027 1.5 100 Y Y Y Y Y Y Y 1.0 N/A E Turnover of environmentally sustainable activities (Taxonomy -aligned) (A.1) 28,811 21.0 A.2 Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) Manufacture of energy efficiency equipment for buildings C23.14 13,147 9.6 Manufacture of other low carbon technologies C27.11 C30.30 9,790 7.1 Turnover of Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) (A.2) 22,937 16.7 Total (A.1 + A.2) 51,748 37.8 B. TAXONOMY -NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy -non-eligible activities (B) 85,240 62.2 Total (A + B) 136,988 100.0 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 41 Proportion of CapEx from products or services associated with Taxonomy -aligned economic activities — disclosure covering year 2022 Substantial contribution criteria DNSH criteria (‘Do No Significant Harm’) Codes Absolute CapEx Propor- tion of CapEx Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and eco- systems Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and ecosys- tems Mini- mum safe- guards Taxonomy- aligned proportion of CapEx 2021 Taxonomy- aligned proportion of CapEx 2020 Category (enabling or transitional activity) Economic activities EUR thousand % % % % % % % Y / N Y / N Y / N Y / N Y / N Y / N Y / N % % E / T A. TAXONOMY -ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (Taxonomy -aligned) Manufacture of renewable energy technologies C28.11 131 2.7 100 Y Y Y Y Y Y Y E CapEx of environmentally sustainable activities (Taxonomy -aligned) (A.1) 131 2.7 A.2 Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) Manufacture of energy efficiency equipment for buildings C23.14 303.1 6.3 Manufacture of other low carbon technologies C27.11 C27.32 C30.30 225.7 4.7 CapEx of Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) (A.2) 529 11.0 Total (A.1 + A.2) 660 13.7 B. TAXONOMY -NON-ELIGIBLE ACTIVITIES CapEx of Taxonomy -non-eligible activities (B) 4,168 86.3 Total (A + B) 4,828 100.0 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 BOARD OF DIRECTORS’ REPORT | 42 Proportion of OpEx from products or services associated with Taxonomy -aligned economic activities — disclosure covering year 2022 Substantial contribution criteria DNSH criteria (‘Do No Significant Harm’) Codes Absolute OpEx Propor- tion of OpEx Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and eco- systems Climate change mitigation Climate change adap- tation Water and marine resources Circular economy Pollution Bio- diversity and eco- systems Mini- mum safe- guards Taxonomy- aligned proportion of OpEx 2021 Taxonomy- aligned proportion of OpEx 2020 Category (enabling or transitional activity) Economic activities EUR thousand % % % % % % % Y / N Y / N Y / N Y / N Y / N Y / N Y / N % % E / T A. TAXONOMY -ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (Taxonomy -aligned) Collection and transport of non- hazardous waste in source segregated fractions E38.11 201.1 4.2 100 Y Y N/A Y N/A N/A Y 3.1 OpEx of environmentally sustainable activities (Taxonomy -aligned) (A.1) 201.1 4.2 A.2 Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) OpEx of Taxonomy -eligible but not environmentally sustainable activities (not Taxonomy -aligned activities) (A.2) Total (A.1 + A.2) 201.1 4.2 B. TAXONOMY -NON-ELIGIBLE ACTIVITIES OpEx of Taxonomy -non-eligible activities (B) 4,641.1 95.8 Total (A + B) 4,842.1 100.0 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 KEY FIGURES 2018-2022 | 43 KEY FIGURES 2018-2022 Key figures illustrating financial trends 2022 2021 2020 2019 2018 Revenue 136,988 134,365 108,595 103,784 96,608 Operating profit 3,002 3,744 9,417 5,087 2,217 % of revenue 2.2 2.8 8.7 4.9 2.3 Adjusted operating profit 8,029 6,029 9,708 7,160 5,018 % of revenue 5.9 4.5 8.9 6.9 5.2 Profit before taxes 3,600 4,165 7,124 3,885 1,705 % of revenue 2.6 3.1 6.6 3.7 1.8 Total assets 113,058 117,698 96,800 85,352 74,558 Return on equity % 7.0 5.5 19.5 9.2 1.4 Return on capital employed, % 3.7 4.8 14.1 8.6 4.4 Equity ratio, % 26.9 26.8 30.2 30.9 34.7 Net gearing, % 102.4 119.9 107.9 114.9 96.3 Capital expenditure 4,592 9,989 13,220 6,262 9,598 % of revenue 3.4 7.4 12.2 6.0 9.9 Research and development costs 3,426 3,310 2,884 2,859 2,835 % of revenue 2.5 2.5 2.7 2.7 2.9 Average personnel 732 715 665 660 647 Personnel at year end 721 753 674 648 675 Share data 2022 2021 2020 2019 2018 Earnings per share (EPS), EUR 0.19 0.14 0.45 0.20 0.03 Adjusted earnings per share (EPS), EUR 1) 0.19 0.14 0.45 0.20 0.03 Equity per share, EUR 2.53 2.58 2.44 2.23 2.18 Dividend per share, EUR 2) 0.20 0.20 0.20 0.18 0.18 Payout ratio, % 103.4 139.8 44.1 88.8 550.6 Effective yield of shares, % 3.7 2.5 2.7 2.8 4.5 Price/earnings (P/E) 29.95 57.87 16.26 32.00 122.40 Price to book ratio, (P/B) 2.11 3.07 3.02 2.91 1.83 1) Adjusted for the dilution of option rights 2) Board proposal for dividend to the AGM 2023 Environmentally sustainable activities 2022 2021 2020 2019 2018 Turnover of taxonomy-eligible economic activities, % 37.8 32.6 - - - Capital expenditure of taxonomy- eligible economic activities, % 13.7 11.6 - - - Operational expenditure of taxonomy-eligible economic activities, % 4.2 3.1 - - - CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 CALCULATION OF KEY FIGURES | 44 CALCULATION OF KEY FIGURES Return on equity, % net income + provisions x 100 equity + minority interest + voluntary provisions Return on capital employed, % profit before provisions and income taxes + interest and other financial expenses x 100 total assets less non-interest-bearing liabilities (average) Equity ratio, % equity + minority interest + voluntary provisions x 100 total assets less advances received Net gearing, % net interest-bearing liabilities (= interest-bearing liabilities less liquid assets) x 100 equity Earnings per share (EPS), EUR profit before provisions and income taxes less income taxes +/- minority interest average adjusted number of shares in the financial period Equity per share, EUR equity + voluntary provisions adjusted number of shares on closing date Dividend per share, EUR dividend for the financial period adjusted number of shares on closing date Payout ratio, % dividend per share x 100 earnings per share (EPS) Effective yield of shares, % dividend per share x 100 x 100 adjusted average share price at year end Price/earnings (P/E), % adjusted average share price at year end x 100 earnings per share Price to book ratio, (P/B) total number of shares on closing date excluding treasury shares x share price at year end equity without non-controlling interests Adjusted operating profit Operating profit - material items affecting comparability (restructuring costs, impairment losses and reversals, costs related to planned or realized business acquisitions or disposals, etc.) CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 45 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS For the financial year starting on 1 January and ending on 31 December EUR thousands Notes 2022 2021 Revenue 5 136,988 134,365 Other operating income 7 957 217 Increase (+) / Decrease (-) in inventories of finished goods and work in progress -799 3,462 Materials and services -58,526 -66,978 Employee benefit expenses 9 -39,023 -35,241 Depreciation 11 -7,115 -6,396 Impairment 11 -6 -1,806 Other operating expenses 8, 10 -29,474 -23,880 Operating profit 3,002 3,744 Financial income 17 2,549 2,368 Financial expenses 16 -1,951 -1,947 Profit before tax 3,600 4,165 Income taxes 15 -1,455 -2,509 Profit/loss for the period 2,145 1,656 EUR thousands Notes 2022 2021 Other comprehensive income to be reclassified to profit or loss in subsequent periods: Exchange differences on translating foreign operations 15 -715 2,074 Other comprehensive income to be reclassified to profit or loss in subsequent periods, net of tax: -715 2,074 Items that will not be reclassified to profit or loss: Defined benefit plan actuarial gains (+) / losses (-), net of tax 15 146 40 Total comprehensive income 1,577 3,770 Profit/loss attributable to: Owners of the parent company 2,293 1,693 Non-controlling interests -148 -37 Comprehensive income attributable to: Owners of the parent company 1,743 3,796 Non-controlling interests -166 -26 Total earnings per share, basic and diluted, EUR 13 0.19 0.14 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 46 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at the end of the financial year EUR thousands Notes 2022 2021 ASSETS Non-current assets Goodwill 18 13,015 12,809 Other intangible assets 18 2,160 2,813 Tangible assets 19 28,643 31,148 Right-of-use assets 19 2,213 3,161 Other non-current assets 20 48 48 Deferred tax assets 14 1,807 1,891 Total non-current assets 47,886 51,869 Current assets Held for sale assets 20 1,070 0 Inventories 22 23,426 23,944 Trade and other receivables 23 23,279 26,292 Cash at bank and in hand 24 17,397 15,593 Total current assets 65,172 65,829 Total assets 113,058 117,698 EUR thousands Notes 2022 2021 EQUITY AND LIABILITIES Share capital 32 2,141 2,141 Other restricted equity 1,080 129 Invested unrestricted equity fund 2,539 2,539 Translation differences 3,218 3,914 Retained earnings 18,671 20,157 Profit for the period 2,293 1,693 Equity attributable to the equity holders of parent company 29,944 30,574 Non-controlling interests 441 608 Total equity 30,385 31,182 Non-current liabilities Interest-bearing liabilities 25, 30 12,400 13,430 Non-current lease liabilities 25 1,136 2,140 Non-current interest-free liabilities 26 1,244 1,018 Deferred tax liabilities 14 584 545 Total non-current liabilities 15,364 17,133 Current liabilities Interest-bearing liabilities 25 33,691 36,200 Current lease liabilities 25 1,271 1,218 Trade and other current liabilities 26 25,903 30,443 Current liabilities related to Held for sale assets 26 6,116 0 Income tax payable 328 1,523 Total current liabilities 67,309 69,383 Total equity and liabilities 113,058 117,698 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 47 CONSOLIDATED STATEMENT OF CASH FLOWS For the financial year starting on 1 January and ending on 31 December EUR thousands Notes 2022 2021 Cash flow from operating activities Profit for the period 2,145 1,656 Non-cash adjustments to reconcile profit to net cash flow 35 8,732 10,292 Change in working capital -1,188 -2,533 Cash flow generated by operations 9,689 9,415 Interest paid -571 -439 Interest received -28 33 Other financial items 121 -685 Income taxes paid -2,444 -2,049 Net cash flow from operating activities 6,767 6,275 Cash flow from investing activities Acquisitions of subsidiaries 35 0 -2,431 Purchase of non-current assets -4,535 -8,254 Proceeds from sale of non-current assets 6,554 217 Net cash flow from investing activities 2,018 -10,468 Cash flow before financing activities 8,785 -4,194 EUR thousands Notes 2022 2021 Cash flow from financing activities Proceeds from long-term borrowings 0 4,000 Change in short-term loans -3,176 6,331 Installments of lease liabilities -1,264 -1,152 Dividends paid -2,371 -2,367 Net cash flow from financing activities -6,811 6,812 Change in liquid funds 1,975 2,619 Liquid funds at the beginning of period 15,593 11,974 Exchange rate fluctuations on liquid funds -170 1,002 Liquid funds at the end of period 17,397 15,593 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 48 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY As at the end of the financial year EUR thousands Share capital Other restricted equity Invested unrestricted equity fund Translation differences Retained earnings Non-controlling interests Total 2021 Balance at the beginning of the period 2,141 129 2,539 1,851 22,219 0 28,880 Comprehensive result 2,064 1,693 -26 3,730 Defined benefit plan actuarial gains (+) / loss (-), net of tax 40 40 Other items -32 634 602 Dividend -2,360 -2,360 Acquisition / transfer of Treasury shares 2) 26 26 Share-based payments reserve -26 -26 Postings related to previous financial period 1) 289 289 Balance at the end of the period 2,141 129 2,539 3,914 21,850 608 31,182 2022 Balance at the beginning of the period 2,141 129 2,539 3,914 21,850 608 31,182 Comprehensive result -697 2,293 -166 1,430 Defined benefit plan actuarial gains (+) / loss (-), net of tax 146 146 Other items 3) 951 -951 0 Dividend -2,371 -2,371 Acquisition / transfer of Treasury shares 2) 139 139 Share-based payments reserve 123 123 Postings related to previous financial period 1) -265 -265 Balance at the end of the period 2,141 1,080 2,539 3,218 20,965 441 30,385 1) Corrections related to taxation and other expenses of previous years, and postings related to treasury shares 2) Group's treasury shares are administrated by EAM EXL1V Holding Oy and shares are transferred in accordance to the long-term incentive plan 3) Increase of subsidiary's share capital by transfer from its retained earnings CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements of Exel Composites Plc for the year ended 31 December were authorized for issue in accordance with a resolution of the Board of Directors on 16 February 2023. Final decision to adopt, change or reject the financial statements is made by shareholders in Annual General Meeting on 10 May 2023. Exel Composites’ official consolidated financial statements is published in accordance with the ESEF-directive in XHTML format including iXBRL tags. The audit firm Ernst & Young Oy issues an independent auditor’s reasonable assurance report on Exel Composites’ ESEF Financial Statements. In addition, a pdf version on the consolidated financial statements is available at the company’s website at www.exelcomposites.com. NOTE 1 CORPORATE INFORMATION Exel Composites provides forward-thinking composite solutions made with continuous manufacturing technologies to customers in a wide range of industries around the world. The company’s products are used in several industries from cleaning equipment to power generation and transmission. The company uses its over 60 year’s expertise to help customers reduce weight, improve performance and decrease the total lifetime costs of the end product. Exel wants to be the first choice for sustainable composite solutions globally. The company’s manufacturing, R&D and sales network covers all main markets i.e. Europe, Asia and North America. The Group’s factories are located in Austria, Belgium, China, Finland, India, the United Kingdom and USA. Exel Composites' share is listed in the Small Cap segment of the Nasdaq Helsinki Ltd. in the Industrials sector. Name of reporting entity or other means of identification from end of preceding reporting period Exel Composites Plc Domicile of entity Mäntyharju, Finland Legal form of entity Public Limited Company Country of incorporation Finland Address of registered office of entity Uutelantie 24 B, 52700 Mäntyharju, Finland Principal place of business Europe, Asia and North America Description of nature of entity's operations and principal activities Exel Composites provides forward-thinking composite solutions made with continuous manufacturing technologies to customers in a wide range of industries around the world. Name of parent entity Exel Composites Plc Name of ultimate parent of group Exel Composites Plc All figures in the notes are in EUR thousands unless otherwise stated. Significant accounting principles are described in connection to the relevant note. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 50 NOTE 2 BASIS OF PREPARATION The consolidated financial statements have been prepared on a historical cost basis, with the exception of available-for-sale investment securities and certain other financial assets and financial liabilities that have been measured at fair value. The consolidated financial statements are presented in euros and all values are rounded to the nearest thousand except where otherwise indicated. Statement of Compliance The consolidated financial statements of Exel Composites Plc have been prepared in compliance with International Financial Reporting Standards (IFRS), applying IAS and IFRS standards, as well as SIC and IFRIC interpretations, as adopted by the European Union, valid on 31 December 2022. The notes to the consolidated financial statements are also in compliance with the Finnish Accounting and Companies Acts. Basis of Consolidation Exel Composites’ consolidated financial statements include the accounts of the parent company Exel Composites Plc and its subsidiaries as at 31 December. Subsidiaries are viewed as companies in which it owns, directly or indirectly, over 50% of the voting rights or in which it is in a position to govern the financial and operating policies of the entity. The Group has control over an entity when it has a participation in the entity and is exposed to or has right to its variable revenues and can influence the revenues by using its control over the entity. Subsidiaries are fully consolidated from the date that Exel Composites acquired control and are no longer consolidated from the date that control ceases. Where necessary, the accounting principles of subsidiaries have been changed to ensure consistency with the accounting principles of the Group. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Acquisitions of companies are accounted for using the purchase method. The cost of an acquisition is measured at fair value over the assets given up, shares issued or liabilities incurred or assumed at the date of acquisition. The excess acquisition cost over the fair value of net assets acquired is recognized as goodwill. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full. If the Group loses control over a subsidiary, it: ● Derecognizes the assets and liabilities of the subsidiary; ● Derecognizes the carrying amount of non-controlling interest; ● Derecognizes the cumulative translation differences, recorded in equity; ● Recognizes the fair value of the consideration received; ● Recognizes the fair value of any investment retained; ● Recognizes any surplus or deficit in profit or loss, and ● Reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss. When compiling the opening IFRS balance sheet, Exel Composites has applied the exemption provided by IFRS 1 related to business combinations. This means that the assets and liabilities of subsidiaries have not been assessed retroactively at their market value. Instead, they have been included in the balance sheet on the transition date in an amount in accordance with earlier financial accounting practice. The Group has no affiliated companies or joint ventures. Non-controlling interest is deducted from shareholders’ equity and presented as a separate item in the balance sheet. Similarly, it is presented as a separate item in the consolidated financial statements. The share of losses attributable to the holders of non-controlling interest was debited to non-controlling interest in the consolidated balance sheet up to the full value of the non-controlling interest prior to 1 January 2010. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 51 NOTE 3 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES Standards and standard amendments issued during the 2022 financial period ● IAS 16 amendments regarding proceeds before intended use ● IAS 37 amendments regarding onerous contracts ● IFRS 3 amendments updating references to the Conceptual Framework ● IFRS 16 Covid-19 related rent concessions ● 2018-2020 annual improvements cycle had no impact on Group’s financial statements. The standards and standard amendments that are issued, but not effective, up to the date of issuance of the Group’s financial statements are listed below. The Group intends to adopt these standards and amendments, if applicable, when they become effective. Based on preliminary analysis, the standards are not expected to materially impact on the Group’s financial statements. New standards ● IFRS 17 Insurance Contracts Amendments to standards ● IAS 1 Classification of Liabilities as Current or Non-current ● IAS 1 Disclosure of Accounting policies ● IAS 8 Definition of Accounting estimates ● IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction NOTE 4 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the Group’s consolidated financial statements may require the use of judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the end of the reported period and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. The preparation of impairment tests requires the use of estimates. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Impairment of non-financial assets The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When calculations of impairment of non-financial assets are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Further details, including sensitivity analysis of key assumptions, are given in Note 27. Deferred tax assets Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based on the likely timing and level of future taxable profits together with the future tax planning strategies. Further details are given in Note 14. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 52 Pension and other post-employment benefits The cost of defined benefit pension plans is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. Determining the fair value of assets in business combinations In major corporate mergers the Group has employed the services of an outside advisor in assessing the fair value of tangible assets. For tangible assets comparisons have been made with the market prices of similar assets and an estimate made about impairment caused by the acquired asset’s age, wear and other related factors. The determination of the fair value of tangible assets is based on estimates of cash flows related to the asset. NOTE 5 SEGMENT INFORMATION ACCOUNTING PRINCIPLE: Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Sales of products are recognized as income in accordance with IFRS 15 when the performance obligation is satisfied. The performance obligation is satisfied when the goods have been delivered to the customer according to the agreed delivery terms. In most cases this happens when the goods leave the factory. In case according to agreed delivery terms risks and rewards as well as control over the goods are transferred to the customer only when the goods have been delivered to the customer, then revenue is recognized only when the customer has received the goods. Revenue comprises the invoiced value for the sale of goods and services net of indirect taxes, sales adjustment and exchange rate differences. Distribution costs for products to be sold are included in the income statement as other operating expenses. Interest income is recognized using the effective interest rate method and dividend income when the right to the dividend has been created. Capital expenditure Capital expenditure presented in this note includes additions to intangible and tangible assets and related advance payments posted during the financial period excluding additions to right-of-use asset. Additions are presented by asset group in Notes 18 and 19. Operating segments The Group has one operating segment, Exel Composites. Geographical information The Group’s geographical information is given for Europe, North America, Asia-Pacific (APAC) and Rest of World. Revenue of geographical distribution is presented according to the customer’s location, while assets are presented according to the location of the assets. Revenue outside the Group according to location of customers 2022 2021 Europe 76,651 73,413 North America 37,272 32,440 Asia-Pacific 20,930 25,413 Rest of world 2,135 3,099 Total 136,988 134,365 Revenue from the biggest customer amounted to EUR 15,318 (22,659) thousand in 2022. The revenue of the biggest customer was reported under the Wind power customer industry. Total assets according to geographic location 2022 2021 Europe 59,123 62,334 North America 19,926 19,014 Asia-Pacific 34,008 36,350 Total 113,058 117,698 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 53 Capital expenditure according to geographic location 2022 2021 Europe 2,798 4,787 North America 881 2,948 Asia-Pacific 912 2,196 Total 4,592 9,931 NOTE 6 EXCHANGE RATES ACCOUNTING PRINCIPLE: Foreign currency translation The Group’s consolidated financial statements are presented in euros, which is also the parent company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The income statements of independent foreign subsidiaries are translated into euros at the average exchange rates for the financial year and the assets and liabilities are translated at the exchange rate of the balance sheet date. The reporting date exchange rates are based on exchange rates published by the European Central Bank for the closing date. The average exchange rate is calculated as an average of each month’s average rates from the European Central Bank. Exchange differences arising on the translation are recognized in other comprehensive income. When a foreign operation is sold, the component of other comprehensive income relating to that particular foreign operation is recognized in the income statement. Foreign currency exchange gains and losses related to business operations and translating monetary items have been entered in the income statement. Foreign exchange differences from business operations are included in other items above the operating profit. Foreign exchange differences from foreign currency loans and cash at bank are included in financial items. 2022 2021 2022 2021 Country Currency Average rate Average rate Closing rate Closing rate Australia AUD 1.51730 1.57478 1.56930 1.56150 UK GBP 0.85261 0.86003 0.88693 0.84028 China RMB 7.08020 7.63467 7.35820 7.19470 India INR 82.71540 85.71047 88.17100 84.22920 USA USD 1.05390 1.18358 1.06660 1.13260 Hong Kong HKD 8.25150 9.19915 8.31630 8.83330 NOTE 7 OTHER OPERATING INCOME ACCOUNTING PRINCIPLE: Government grants Government grants are recognized where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognized as an income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When the grant relates to an asset, it is recognized as deferred income and released to the income statement over the expected useful life of the relevant asset by equal annual installments. In 2022, the Group received Covid-19 related grants for a total of EUR 20 thousand which is included in Other operating income. 2022 2021 Insurance compensations 25 4 Grants 289 150 Rental income 15 15 Other operating incomes 628 48 Total 957 217 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 54 NOTE 8 OTHER OPERATING EXPENSES Production variable expenses includes for example molds and dies, energy, water, waste management and packing costs. Other operating expenses includes fixed costs such as maintenance- and repair, travel, insurance premiums and legal and other consulting services. 2022 2021 Audit fees 206 248 Tax consultation provided by the Audit company 2 5 Other services provided by the Audit company 16 99 Rents on leases with short lease period 640 255 Rents on leases for assets with low value 9 10 Impairment on non-current assets and losses on asset sales 440 10 Production variable expenses 13,130 12,992 Other operating expenses 15,030 10,260 Total 29,474 23,880 NOTE 9 EMPLOYEE BENEFIT EXPENSES 2022 2021 Wages and salaries 31,318 28,699 Pension costs – defined contribution schemes 3,329 3,092 Pension costs – defined benefit schemes 4 23 Other employee benefits 4,372 3,427 Total 39,023 35,241 Average number of personnel 732 715 NOTE 10 RESEARCH AND DEVELOPMENT EXPENDITURE ACCOUNTING PRINCIPLE: Research and development Research costs are expensed as incurred. Costs incurred from development projects, which are often connected with the design and testing of new or advanced products, are recorded in the balance sheet as intangible assets from the time that the product can be technically achieved, it can be utilized commercially, and the product is expected to create a comparable financial benefit. Other development costs are recorded as expenses. Capitalized development costs are amortized on a straight-line basis beginning from the commercial production of the product during the period they are effective, yet no longer than five years. There were no capitalized development costs during 2022 and 2021. The income statement includes research and development costs entered as costs amounting to EUR 3,426 (3,310) thousand in 2022. These costs are included in the income statement under Employee Benefit Expenses and Other Operating Expenses. NOTE 11 DEPRECIATION, AMORTIZATION AND IMPAIRMENT ACCOUNTING PRINCIPLE: Impairment of non-financial assets At each reporting date, the Group evaluates whether there are indications of impairment in any asset item. If impairment is indicated, the recoverable amount of the asset is estimated. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In addition, the recoverable amount is assessed annually for the following items regardless of whether there are indications of impairment: goodwill; intangible assets that have an unlimited economic lifespan; and assets under construction. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 55 Depreciation and amortization of assets 2022 2021 Intangible assets 884 938 Tangible assets Buildings 396 383 Buildings, right-of-use assets 1,198 1,053 Machinery and equipment 4,579 3,928 Machinery and equipment, right-of-use assets 58 94 Total 7,115 6,396 Impairment and write-down of assets 2022 2021 Intangible assets 0 1,797 Tangible assets Land 6 8 Total 6 1,806 NOTE 12 DIVIDENDS PER SHARE ACCOUNTING PRINCIPLE: Dividends Dividends paid by the Group are recognized for the financial year in which the shareholders have approved payment of the dividend. The Annual General Meeting held on 25 March 2022 approved the Board’s proposal to distribute a dividend of EUR 0.20 per share for the financial year 2021. The Annual General Meeting held on 23 March 2021 approved the Board’s proposal to distribute a dividend of EUR 0.20 per share for the financial year 2020. Following the balance sheet date, the Board of Directors has proposed to the Annual General Meeting that a dividend of EUR 0.20 per share be paid based on the adopted financial statements for the financial year ended 31 December 2022. NOTE 13 EARNINGS PER SHARE ACCOUNTING PRINCIPLE: Earnings per share The undiluted earnings per share is calculated by dividing the profit for the period belonging to the shareholders of the parent company by the weighted average of shares in issue, not including shares purchased by the Company itself and that are presented as own shares. The weighted average number of shares used to calculate the diluted earnings per share includes the diluting effect of outstanding stock options during the period. The result for the financial year is not adjusted since the subscription of dilutive shares does not involve any compensation to be recognized in the income statement. 2022 2021 Profit for the financial year attributable to ordinary equity holders of the parent company, EUR thousands 2,293 1,693 Weighted average number of outstanding shares during the financial year, 1,000 shares 11,850 11,833 Basic and diluted earnings per share, EUR/share 0.19 0.14 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 56 NOTE 14 DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES ACCOUNTING PRINCIPLE: Deferred taxes Deferred taxes are calculated for all temporary differences between accounting and taxation using the tax rates valid at the closing date. The largest temporary differences arise from the depreciation of tangible assets, valuations in the fair value in the balance sheets of acquired companies at the time of acquisition, revaluations of certain non- current reserves, reservations for pension schemes and post-retirement benefits, unused tax losses, and differences in net wealth between fair value and taxable value in connection with acquisitions. Deferred tax assets have been recorded to the extent that it is probable that taxable profit will be available against which the temporary difference can be utilized will materialize in the future. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date. Deferred tax assets in 2022 1 January Recognized in income statement Recognized in shareholders’ equity Exchange rate differences 31 December Intercompany profit in inventory 30 4 0 33 Intercompany profit in fixed assets 112 -28 -1 83 Losses 1,624 -18 44 1,650 Other temporary differences 341 -35 -56 -7 243 Offset with deferred tax liabilities -262 22 -240 IFRS16 46 -9 1 38 Net deferred tax assets 1,891 -65 -56 37 1,807 Deferred tax liabilities in 2022 1 January Recognized in income statement Exchange rate differences 31 December Accumulated depreciation 143 -61 -1 81 Other temporary differences 662 101 -21 742 Offset with deferred tax assets -262 22 -240 IFRS16 1 0 1 Net deferred tax liabilities 545 62 -23 584 Deferred tax assets in 2021 1 January Recognized in income statement Recognized in shareholders’ equity Exchange rate differences 31 December Intercompany profit in inventory 33 -3 0 30 Intercompany profit in fixed assets 128 -19 3 112 Losses 1,465 14 145 1,624 Other temporary differences 421 -64 -27 11 341 Offset with deferred tax liabilities -353 91 -262 IFRS16 43 3 46 Net deferred tax assets 1,737 22 -27 159 1,891 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 57 Deferred tax liabilities in 2021 1 January Recognized in income statement Exchange rate differences 31 December Accumulated depreciation 123 7 13 143 Other temporary differences 591 46 25 662 Offset with deferred tax assets -353 91 -262 IFRS16 0 1 1 Net deferred tax liabilities 361 146 37 545 Some deferred tax items related to the earlier accounting periods have been recorded directly to the equity. The Group had taxable net losses on 31 December 2022 of EUR 22,201 (22,496) thousand, of which the Company has recorded deferred tax assets of EUR 1,650 (1,666) thousand that are available for offset against future taxable profits of the companies in which the losses arose. IAS 12 Income Tax, cumulated tax losses Group’s subsidiary in USA has cumulated tax losses from 2018 to 2022. The Group has estimated the long-term profitability of the subsidiary in USA and concluded that future profits will cover the deferred tax assets booked on a part of the taxable losses of the subsidiary. The Group has booked EUR 933 thousand of deferred tax receivables on the losses of the business unit in the USA. Tax losses can be carried forward indefinitely. The old China subsidiary has cumulated tax losses from 2016 to 2021. The Group’s decision to reorganize the operations of the two manufacturing units in China gives certainty to utilize the accumulated tax losses in the coming years. The Group has booked EUR 545 thousand of deferred tax receivables on the losses of the old China unit. Losses for an accounting period can be carried forward for the next 10 years. Group’s subsidiary in Belgium has cumulated tax losses from 2020 to 2022. The Group has estimated that the accumulated tax losses can be utilized in the coming years. The Group has booked EUR 172 thousand of deferred tax receivables on the losses of the business unit in Belgium. Tax losses can be carried forward indefinitely. The Group has significant tax losses also in its subsidiaries in Australia and Germany. Both subsidiaries are now profitable, but the profits are rather small. Group has reviewed the possibility to utilize the tax losses and decided that it will not book deferred tax assets on these tax losses at this point. In both countries tax losses can be carried forward indefinitely. NOTE 15 INCOME TAXES ACCOUNTING PRINCIPLE: Taxes Group taxes consist of taxes based on Group companies’ results for the financial year, adjustments to taxes related to previous years and the change in deferred income taxes. The tax expenses on the income statement are formed from the tax based on the taxable income for the financial year and deferred taxes. The tax expenses are recorded in the income statement except for the items recorded directly into shareholders’ equity, when the tax impact is recorded also as an equivalent part of shareholders’ equity. The taxes for the financial year are calculated from the taxable income according to the valid tax rate in each country. Taxes are adjusted by the possible taxes related to previous financial years. Revenues, expenses and assets are recognized net of the amount of sales tax except where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority. Receivables and payables are stated with the amount of sales tax included. 2022 2021 Income tax based on taxable income for the financial year 1,875 2,733 Income taxes from previous financial periods -547 -177 Deferred taxes 127 -47 Total income taxes reported in the income statement 1,455 2,509 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 58 Income tax recognized in other comprehensive income 2022 Before tax Tax effect After tax Exchange differences on translating foreign operations -715 0 -715 Defined benefit plan actuarial gains (+) / losses (-) 195 -49 146 Total -520 -49 -568 Income tax recognized in other comprehensive income 2021 Before tax Tax effect After tax Exchange differences on translating foreign operations 2,074 0 2,074 Defined benefit plan actuarial gains (+) / losses (-) 53 -13 40 Total 2,127 -13 2,114 Income tax reconciliation 2022 2021 Profit before taxes 3,600 4,165 Consolidated income taxes at Group's domestic tax rate (20%) 720 833 Impact of different tax rates of foreign subsidiaries -76 43 Tax -exempt income and non-deductible expenses 115 246 Tax at source booked as cost 575 0 Income taxes for prior years -547 -177 Effect of deferred tax assets not recognized 356 1,220 Other items 311 343 Income tax recognized in consolidated income statement 1,455 2,509 Effective tax rate 40.4 60.2 NOTE 16 FINANCIAL EXPENSES ACCOUNTING PRINCIPLE: Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity occurs in connection with the borrowing of funds. For the years ending 31 December 2022 and 2021, the Group had no assets where the borrowing costs would have been capitalized. 2022 2021 Interest expenses on debts and borrowings 555 352 Interest expenses on lease liabilities 52 66 Foreign exchange losses 845 1,285 Other finance expenses 498 245 Total finance expenses 1,951 1,947 Exchange differences for sales (exchange rate gain EUR 590 thousand) and purchases (exchange rate loss EUR 10 thousand) are entered in the income statement in the appropriate sales and purchase accounts. NOTE 17 FINANCIAL INCOME 2022 2021 Interest income on loans and receivables 43 26 Foreign exchange gains 2,496 2,338 Other finance income 10 4 Total finance income 2,549 2,368 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 59 NOTE 18 INTANGIBLE ASSETS ACCOUNTING PRINCIPLE: Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the income statement in the year in which the expenditure is incurred. The useful life of intangible assets is either finite or indefinite. Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is indication that the intangible asset may be impaired. Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: ● Development costs 3-5 years ● Other long-term expenses 3-8 years ● Other intangible assets 3-8 years ● Customer relationships 10 years Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, either individually or at the cash generating unit level. Computer software Costs associated with the development and maintenance of computer software are generally recorded as expenses. Costs that improve or expand the performance of computer software to the extent that the performance is higher than originally is considered as a property item improvement and is added to the original acquisition cost of the software. Capitalized computer software development costs are expensed and amortized on a straight-line basis during the period they are financially effective. Costs in SaaS arrangements IFRIC’s agenda decision on how to account for configuration and customization costs in SaaS arrangements has had no material effect on the consolidated financial statement. Other intangible assets The acquisition costs of patents, trademarks and licenses are capitalized in intangible assets and depreciated on a straight-line basis during their useful lives. The Group has no internally created intangible assets. Goodwill 2022 2021 Acquisition cost at 1 January 19,777 18,724 Additions 0 537 Exchange rate differences 253 516 Acquisition cost at 31 December 20,030 19,777 Accumulated amortization and impairment at 1 January -6,968 -6,127 Impairments 0 -791 Exchange rate differences -47 -51 Accumulated amortization and impairment at 31 December -7,015 -6,968 Book value at 1 January 12,809 12,597 Book value at 31 December 13,015 12,809 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 60 Other intangible assets 2022 2021 Acquisition cost at 1 January 6,064 5,737 Additions 48 61 Disposals -40 0 Transfers between asset groups 18 79 Exchange rate differences -37 187 Acquisition cost at 31 December 6,053 6,064 Accumulated amortization at 1 January -5,150 -4,793 Amortization for the period -215 -193 Impairments 0 -49 Disposals 40 0 Exchange rate differences 28 -115 Accumulated amortization at 31 December -5,298 -5,150 Book value at 1 January 914 944 Book value at 31 December 755 914 Other long-term expenses 2022 2021 Acquisition cost at 1 January 8,175 7,475 Additions 13 390 Transfers between asset groups 176 163 Exchange rate differences 95 147 Acquisition cost at 31 December 8,459 8,175 Accumulated amortization at 1 January -6,274 -4,469 Amortization for the period -669 -745 Impairments 0 -957 Exchange rate differences -110 -103 Accumulated amortization at 31 December -7,053 -6,274 Book value at 1 January 1,899 3,004 Book value at 31 December 1,405 1,899 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 61 NOTE 19 PROPERTY, PLANT AND EQUIPMENT ACCOUNTING PRINCIPLE: Property, plant and equipment Property, plant and equipment is stated in the balance sheet at historical cost less accumulated straight-line depreciation according to the expected useful life, benefits received, and any impairment losses. Planned depreciation is calculated on a straight-line basis to write off the acquisition cost of each fixed asset up to its residual value over the asset’s expected useful life. Land areas are not depreciated. For other tangible fixed assets, depreciation is calculated according to the following expected useful lives: ● Buildings 5-20 years ● Machinery 5-15 years ● Equipment 3-5 years If the book value of an asset item exceeds the estimated amount recoverable in the future, its book value is adjusted immediately to correspond with the amount recoverable in the future. Routine maintenance and repair expenditure is recognized as an expense. Expenditure on significant modernization and improvement projects are recognized in the balance sheet if they are likely to increase the future economic benefits embodied in the specific asset to which they relate. Modernization and improvement projects are depreciated on a straight-line basis over their expected useful lives. Depreciation on tangible fixed assets is discontinued when a tangible fixed asset meets the criteria of “held-for-sale” according to IFRS 5 ”Non-current Assets Held for Sale and Discontinued Operations”. Such asset is transferred to Held for sale assets and is presented separately from other assets. Gains or losses on disposal or decommissioning of tangible fixed assets are calculated as the difference of the net proceeds obtained and the balance sheet value. Capital gains and losses are included in the income statement in the item operating profit. Land and water areas 2022 2021 Acquisition cost at 1 January 1,877 1,803 Additions 0 3 Transfer to Held-for-sale assets -448 0 Exchange rate differences -13 71 Acquisition cost at 31 December 1,416 1,877 Accumulated amortization at 1 January -299 -266 Impairment charge and write-downs -6 -8 Transfer to Held-for-sale assets 151 0 Exchange rate differences 6 -25 Accumulated amortization at 31 December -148 -299 Book value at 1 January 1,578 1,537 Book value at 31 December 1,267 1,578 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 62 Buildings and structures 2022 2021 Acquisition cost at 1 January 15,548 14,416 Additions 124 637 Disposals -18 0 Transfer between asset group 96 292 Transfer to Held-for-sale assets -1,355 0 Exchange rate differences -34 204 Acquisition cost at 31 December 14,361 15,548 Accumulated amortization at 1 January -5,970 -5,488 Amortization for the period -396 -383 Transfer to Held-for-sale assets 540 0 Exchange rate differences 30 -98 Accumulated amortization at 31 December -5,796 -5,970 Book value at 1 January 9,578 8,927 Book value at 31 December 8,565 9,578 Buildings and structures, right-of-use assets 2022 2021 Acquisition cost at 1 January 6,217 5,026 Additions 236 913 Disposals 0 -61 Exchange rate differences 103 339 Acquisition cost at 31 December 6,555 6,217 Accumulated amortization at 1 January -3,152 -1,942 Amortization for the period -1,198 -1,053 Exchange rate differences -31 -157 Accumulated amortization at 31 December -4,382 -3,152 Book value at 1 January 3,065 3,084 Book value at 31 December 2,174 3,065 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 63 Machinery and equipment 2022 2021 Acquisition cost at 1 January 66,991 57,654 Additions 2,887 6,298 Disposals -6,160 -114 Transfers between asset groups 1,194 1,548 Exchange rate differences 76 1,606 Acquisition cost at 31 December 64,989 66,991 Accumulated amortization at 1 January -47,670 -42,836 Amortization for the period -4,684 -3,928 Disposals 5,296 82 Exchange rate differences 106 -988 Accumulated amortization at 31 December -46,951 -47,670 Book value at 1 January 19,321 14,818 Book value at 31 December 18,037 19,321 Machinery and equipment, right-of-use assets 2022 2021 Acquisition cost at 1 January 380 336 Additions 0 39 Exchange rate differences 0 6 Acquisition cost at 31 December 380 380 Accumulated amortization at 1 January -284 -186 Amortization for the period -58 -94 Exchange rate differences 0 -4 Accumulated amortization at 31 December -341 -284 Book value at 1 January 96 150 Book value at 31 December 39 96 Advance payments and construction in progress 2022 2021 Acquisition cost at 1 January 670 911 Additions 1,879 2,006 Transfers between asset groups -1,484 -2,083 Disposals -298 -171 Exchange rate differences 6 7 Acquisition cost at 31 December 773 670 Book value at 1 January 670 911 Book value at 31 December 773 670 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 64 NOTE 20 OTHER NON-CURRENT ASSETS The other non-current assets consist mainly of connection fees and telephone shares. 2022 2021 Book value at 1 January 48 48 Book value at 31 December 48 48 Held for sale assets, presented in current assets Exel Composites has sold the closed factory real estate in Nanjing, China. On the financial closing date the ownership of the sold property had not been transferred yet. In the consolidated financial statements the property is presented as Held for sale assets with the book value on the date of the sale agreement. Paym ents received on the sale, EUR 6,116 thousand, are presented in Current liabilities related to Held for sale assets. Land and water areas, held for sale 2022 2021 Acquisition cost at 1 January 0 0 Transfer between asset groups 448 0 Exchange rate differences -68 0 Acquisition cost at 31 December 380 0 Accumulated amortization at 1 January 0 0 Transfer between asset groups -151 0 Exchange rate differences 26 0 Accumulated amortization at 31 December -125 0 Book value at 1 January 0 0 Book value at 31 December 255 0 Buildings and structures, held for sale 2022 2021 Acquisition cost at 1 January 0 0 Transfer between asset group 1,355 0 Acquisition cost at 31 December 1,355 0 Accumulated amortization at 1 January 0 0 Transfer between asset group -540 0 Exchange rate differences 0 0 Accumulated amortization at 31 December -540 0 Book value at 1 January 0 0 Book value at 31 December 815 0 NOTE 21 LEASES ACCOUNTING PRINCIPLE: Leases Exel Composites (Group) has applied the IFRS16 Leases –standard since 1 January 2019. Lease liabilities arising from lease and rental agreements along with corresponding right- of-use assets are stated in the balance sheet accordingly. Group has used the recognition exemption where lease contracts are not stated in the balance sheet, if the value of the underlying asset is less than approx. 5,000 euros and/or if the lease period is 12 months or less. For lease contracts with no set end date and with termination or extension options, the Group has determined the lease term by making an assessment using best available information. A significant part of the Group’s lease liability stated in the balance sheet according to IFRS16 comes from lease contracts on factory, warehouse and office buildings in Europe, China and USA. In addition to these, the Group’s balance sheet has lease contracts on small production and office equipment and vehicles. The discount rate used is the average rate on the Group’s external loans, which was 2.271% at the time of initial adoption and 1.070% from 1 January 2020, or if stated in the lease contract the internal rate of the contract. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 65 Income and expenses in the statement of profit or loss arising from leases 2022 2021 Depreciation expense of right-of-use assets (note 11) -1,256 -1147 Rental expenses relating to short-term leases (note 8) -640 -255 Rental expenses relating to leases of low value assets (note 8) -9 -10 Rental income (note 7) 15 15 Interest expenses on lease liabilities (note 16) -52 -66 Deferred tax assets and liabilities relating to lease contracts (note 14) -9 2 -1,951 -1461 Cash outflow for leases 2022 2021 Paid interest expenses on lease liabilities (note 35) -52 -66 Repayment of lease liabilities -1,264 -1152 Rental expenses -649 -265 -1,965 -1483 Right of use assets are presented in note 19. Lease liabilities are presented in note 25. NOTE 22 INVENTORIES ACCOUNTING PRINCIPLE: Inventories Inventories are valued in the balance sheet either at the acquisition cost or at the net realizable value, whichever is lower. The acquisition cost is determined using the weighted average price method. The acquisition cost of finished and incomplete products comprises raw materials, direct costs of labor, other direct costs and the appropriate portion of the variable general costs of manufacture and fixed overhead at the ordinary rate of operations, but it does not include borrowing costs. The net realizable value is the estimated selling price in ordinary business operations less the estimated expenditure on product completion and sales. 2022 2021 Raw materials 11,147 11,916 Work in progress 3,737 3,760 Finished products and goods 8,543 8,267 Total inventories 23,426 23,944 During 2022 an expense of EUR 1,570 (134) thousand was recognized to reduce the book value of inventories to their net realizable value. NOTE 23 TRADE AND OTHER RECEIVABLES ACCOUNTING PRINCIPLE: Financial assets Financial assets are classified, at initial recognition, within the scope of IFRS 9 as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss. The Group’s financial assets include cash and short-term deposits, trade receivables and other receivables. The objective is to hold these financial assets to collect contractual CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 66 cash flows that are payments of principal and interest on the principal amount and therefore they are classified as subsequently measured at amortized cost. A financial asset is derecognized when: ● The rights to receive cash flows from the asset have expired. ● The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay received cash flows in full without material delay to another party. Trade receivables Trade receivables are recorded in the balance sheet at their original invoice amount. An impairment of trade receivables is recognized in accordance with IFRS 9. The Group applies the simplified approach allowed by IFRS 9 as the accounts receivable does not contain significant financing component. To measure the lifetime expected credit losses trade receivables have been grouped based on credit risk characteristics and aging category. Expected credit losses have been measured based on the payment delays adjusted by forward looking estimates and individual assessment. 2022 2021 Trade receivables 19,285 21,646 Deferred income 1,328 498 Other receivables 1,795 3,141 Tax receivables 870 1,008 Total receivables 23,279 26,292 During the 2022 financial year credit losses of EUR 125 (284) thousand were recorded, consisting of actual credit losses amounting to EUR 177 (7) thousand and change in the bad debt provision amounting to EUR -52 (277) thousand covering all overdue trade receivables which are over 90 days overdue. Ageing analysis of trade receivables as at 31 December Past due but not impaired Total Neither past due nor impaired <30 days 30-60 days 61-90 days 2022 19,285 13,059 4,351 1,099 776 2021 21,646 15,420 3,892 1,001 1,333 All receivables past due over 90 days were impaired and provisions were made in the income statement. NOTE 24 CASH AND CASH EQUIVALENTS ACCOUNTING PRINCIPLE: Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and in hand and short-term deposits with an original maturity of three months and less. Credit accounts connected with Group accounts are included in current interest- bearing liabilities and are presented as net amounts, as the Group has a legal contractual right of set-off to make payment or otherwise eliminate the amount owed to creditors either in whole or in part. Cash and cash equivalents are recorded at amortized cost in the statement of financial position. Cash assets and short-term deposits consist of cash-in-hand and bank accounts, which amounted to EUR 17,397 (15,593) thousand. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 67 NOTE 25 INTEREST -BEARING LOANS AND BORROWINGS ACCOUNTING PRINCIPLE: Financial liabilities Financial liabilities within the scope of IFRS 9 are classified as subsequently measured at amortized cost or at fair value through profit or loss. The Group’s financial liabilities include trade and other interest-free payables, bank overdrafts and loans. These are classified as subsequently measured at amortized cost. The Group has no derivative liabilities. Non-current interest-bearing loans and borrowings 2022 2021 Loans from financial institutions 12,400 13,100 Lease liabilities 1,136 2,140 Pension loans 0 330 Total 13,536 15,570 Current interest-bearing loans and borrowings 2022 2021 Loans from financial institutions 33,200 36,200 Lease liabilities 1,271 1,218 Cheque account with overdraft facility 491 0 Total 34,962 37,418 EUR 28.5 million of current interest-bearing liabilities were commercial papers. To secure the payment of commercial papers, the company had at the end of the financial year unused, non-current (over 12 months) revolving credit facilities for EUR 36.0 million. Maturity of non-current interest-bearing liabilities (other than lease liabilities) 2022 2021 2023 0 700 2024 8,200 8,200 2025 4,200 4,200 2026 0 0 2027 0 0 Later 0 330 Total 12,400 13,430 Maturity of non-current lease liabilities 2022 2021 2023 0 1,205 2024 898 784 2025 159 72 2026 35 35 2027 35 0 Later 9 44 Total 1,136 2,140 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 68 NOTE 26 TRADE AND OTHER NON-INTEREST- BEARING LIABILITIES ACCOUNTING PRINCIPLE: Provisions A provision is recognized in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Group recognizes a provision against onerous agreements if the benefits of an agreement are expected to be smaller than the unavoidable costs required to fulfill the obligations of the agreement. A provision for restructuring is recognized when the Group has prepared a detailed and formal restructuring plan and restructuring has either commenced or the plan has been announced publicly. The provisions are valued at their present value of costs required to cover the obligation. Provisions are included in Accrued expenses. The Group had no provisions in the reporting period. 2022 2021 Trade payables 13,691 19,728 Accrued expenses 12,571 5,817 Advance payments 182 1,275 Other current interest-free liabilities 5,575 3,622 Non-current interest-free liabilities 1,244 1,018 Total 33,263 31,461 NOTE 27 IMPAIRMENT TESTING OF GOODWILL AND INTANGIBLES WITH INDEFINITE LIVES Goodwill acquired through business combinations has been arisen from the following cash generating units (CGU): Distribution of goodwill 2022 2021 Finland 135 135 Belgium 209 209 Austria 688 688 China 4,525 4,260 India 522 547 Exel Composites Group 6,935 6,970 Total 13,015 12,809 Impairment tests are made annually on goodwill and intangible assets with an indefinite economic live. On the closing date the Exel Composites Group had no intangible assets with an unlimited economic live. The calculation of value-in use is most sensitive to following assumptions: ● Sales margin -% ● Discount rates ● Growth rate used to extrapolate cash flows beyond the budget period. The Group makes a so-called two-step Goodwill impairment where CGU level goodwill is tested first and thereafter Group level goodwill. The Group has allocated goodwill to group and smaller cash-generating units. The impairment of cash-generating units is tested by comparing the recoverable amounts to the carrying amounts. The recoverable amount of cash-generating units is determined based on calculations of value in use, which are based on discounted future cash flows. Future cash flows are based on the continual use of the item and forecasts made by management for the coming years. Forecasts for periods further ahead in the future have been calculated on the assumption of annual growth of 1% on the CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 69 industry in the long term. Sales margin levels used in the forecasts are expected to remain on average at the current level. Discount rate is defined to reflect the effect of the different business risks on the expected return on equity. The cost of liabilities is defined according to the existing credit portfolio. The calculation of the average cost of capital takes into account the Group’s targeted capital structure, as well as the effect of debt on the cost of Group equity. The discount rate after taxes used in the calculations was on average 9.4% (8.2). For all units the impairment testing was performed according to our normal schedule during the last quarter of the year. On the basis of the impairment test, the recoverable amount of all cash-generating units exceeded the corresponding balance sheet values. In United States, United Kingdom and Belgium business units the recoverable amounts are most sensitive to future growth rate, sales margin and discount rate assumptions. The sensitivity analysis of goodwill impairment tests indicates that if the group revenue declines more than 2.9% (6) there would be a situation where the recoverable value would not exceed the carrying amount. Alternatively, the revenue margin must decline over 1 percentage point (2) or average discount rate to increase to over 10.9% (11.3). Testing assumptions used for the United States, United Kingd om and Belgium business units included 1-2% growth rate for the future years and discount rate varied depending on the business unit between 9.7% and 11.3%. Sales margin is forecasted to improve in all above- mentioned business units as a result of implemented structural savings as well as due the reduced negative impact of Covid-19 pandemic. Depending on the business unit a decrease by 0.7–1.2 percentage points from the current level in annual growth rate or by 0.4–0.9 percentage points in sales margin or alternatively an increase by 0.5–2.0 percentage points in discount rate would result in goodwill or other asset write-down need. As published after the reporting period we will evaluate the downsizing of operations and related write-offs in the United Kingdom business unit during the first quarter of 2023. NOTE 28 FINANCIAL RISK MANAGEMENT ACCOUNTING PRINCIPLE: Derivative financial instruments and hedging Derivative contracts are recorded initially as an acquisition cost equal to their fair value. Following their acquisition derivative contracts are valued according to their fair value. Profits and losses that are generated from the valuation of fair value are recorded according to the intended use of the derivative contract. The Group does not apply hedge accounting as described by IFRS 9. As a result, all value changes are recognized in profit or loss. The Group has entered into interest rate swap agreements to convert non- current floating rate financial liabilities to fixed interest rates. Derivative financial instruments are presented in Note 30. Derivatives are recorded in the balance sheet as accrued expenses and deferred income. Hedges for net investments in foreign units are recorded in the same way as cash-flow hedges. A hedge on a foreign subsidiary’s equity is recorded in shareholders’ equity in the same way as the exchange rate difference in shareholders’ equity. In Finland the Group has a contract with the electricity supplier on fixed electricity prices (electricity derivative). This contract is intended to hedge about 70-90 % of the forecasted electricity consumption. The economic characteristics and risks of the derivative are closely related to the electricity supply contract (host) and is not treated as a separate derivative but as a part of the electricity procurement. The derivative can be measured at fair value which is presented in the note 30. The Group did not hedge its net foreign investments exposure during 2022 or 2021. The Group is exposed to a number of financial risks in its business operations. The objective of financial risk management is to protect against unfavorable changes in the financial markets and thus secure the Group’s planned profit development. The main financial risks include the foreign exchange risk, interest rate risk, liquidity and refinancing risk, and credit risk. The Group uses forward agreements and currency options, currency loans, interest rate options and interest rate swaps. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 70 Foreign currency risk The Group operates internationally and is thus exposed to various transactions risks caused by currency positions and risks that are generated when investments made in different currencies are converted into the parent company’s operating currency. In addition to the euro (EUR), the main currencies are the Australian dollar (AUD), the British pound (GBP), the US dollar (USD), the Chinese renminbi (RMB), the Hong Kong dollar (HKD) and the Indian rupee (INR). Foreign exchange risks are generated by commercial transactions, from monetary items in the assets and liabilities and from net investments in foreign subsidiaries. The objective of foreign exchange risk management is to protect the operating result and shareholders’ equity against foreign exchange rate fluctuations. The only invoicing currencies used are either the unit’s functional currency or currencies generally used in export sales. The currency flows of subsidiaries are protected on a per company basis against the functional currency of each company. The operating units are responsible for hedging against their own foreign exchange risks. Currency positions are assessed at their net amount in each currency generally for the following 12-month period. Currency flows are protected as needed by forward agreements and currency options. The Group’s translation exposure in main currencies at the end of the financial year was as follows: Net investment 2022 2021 AUD 4,060 3,763 GBP 7,504 7,560 RMB 8,476 18,230 INR 980 1,350 HKD 1,779 2,689 USD -14,464 -12,905 The Group’s sensitivity to main currencies when all other variables are constant is the following (as at the end of the financial year): 2022 AUD GBP RMB INR HKD USD Increase in currency rate vs. EUR, % 5% 5% 5% 5% 5% 5% Effect on equity, EUR 203 375 424 49 89 -723 2021 AUD GBP RMB INR HKD USD Increase in currency rate vs. EUR, % 5% 5% 5% 5% 5% 5% Effect on equity, EUR 188 378 911 68 134 -645 Interest rate risk The Group’s currency-denominated borrowings are in the functional currencies of Group companies. The nominal values of interest-bearing liabilities (lease liabilities excluded) on 31 December were divided to the currencies as follows: Currency Amount, EUR thousands % EUR 45,600 99% INR 491 1% Non-current loans have adjustable rates of interest, but they are partially protected against interest rate risks by converting them to fixed interest rates through interest rate swaps or by agreements on maximum interest rate. At the balance sheet date, the Group had no interest swap contracts. The Group does not use the hedge accounting to the interest swap or option contracts. The Group’s exposure to the risk of changes in the market interest rates relates primarily to the Group’s loans. The effect of one percentage point in the interest rates on 31 December was EUR 461 (496) thousand. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 71 Liquidity and funding risk The Group aims to ensure adequate liquidity under all circumstances and to optimize the use of liquid assets in financing business operations. In addition, the objective is to minimize net interest costs and bank charges. The excess cash is held in liquid instruments. In addition to cash reserves and interest rate investments, the Group had unused, committed credit limits on 31 December 2022 amounting to EUR 36.0 million. Committed credit limits secure the repayment of short-term liabilities, such as commercial papers. The Finance Department sees to it that a sufficient number of different financing sources are available, and that the maturity schedule of foreign loans is managed. The parent company’s Finance Department centrally manages the Group’s refinancing and its management. The Group’s internal debt ratios exist primarily directly between the parent company and its subsidiaries. The tools employed for managing liquidity are credit-bearing Group accounts, credit limits and commercial papers. The table below summarizes the maturity profile of the Group’s financial liabilities at the end of the financial year based on contractual undiscounted payments. The content of the table has been changed compared to previous annual reports. Accrued liabilities are no longer included in the Trade and other current payables. This change has also been reflected to the comparison information. 2022 On demand Less than 3 months 3-12 months 1-5 years > 5 years Total Interest-bearing liabilities 29,500 5,462 13,527 9 48,498 Trade and other current payables (excl. accrued liabilities) 19,448 19,448 2021 On demand Less than 3 months 3-12 months 1-5 years > 5 years Total Interest-bearing liabilities 35,500 1,918 15,196 375 52,988 Trade and other current payables (excl. accrued liabilities) 24,626 24,626 Credit and counterparty risk The Group’s business operations are based for the most part on established and reliable customer relationships and the industry’s generally accepted terms of agreement. The payment period for invoices is generally 14 – 60 days. The background of new customers is assessed, for example by obtaining credit information. The Group has no significant credit risk concentrations, as the customer base is broad and distributed geographically between the Group’s operating countries. Credit risks related to trade receivables are monitored by the business units. Approximately half of the Group’s trade receivables are secured with credit insurance. Counterparty risk refers to a situation in which a contracting party is unable to fulfill its contractual obligations. Derivative instruments and cash reserve investments are only employed with counterparties that have a good credit rating. At the end of 2022, the Group’s only counterparties were financial institutions. The Group’s maximum credit risk is the amount of the financial assets in the end of the financial year. The aging of the trade receivables is presented in Note 23. Capital management The objective of the Group’s capital management is to ensure that it maintains strong credit worthiness and healthy capital ratios in order to support its business and maximize shareholder value. The Group monitors capital using a net gearing ratio, which is net interest-bearing debt divided by shareholders’ equity. The Group includes in net interest-bearing debt the loans and borrowings less cash and cash equivalents. The Company pursues a strategy to improve capital employment turnover rates in order to improve profitability and cash flow. 2022 2021 Interest-bearing liabilities 48,498 52,988 Cash and cash equivalents 17,397 15,593 Net interest-bearing liabilities 31,101 37,395 Shareholders’ equity 30,385 31,182 Net gearing, % 102.4 119.9 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 72 NOTE 29 CONTINGENT LIABILITIES 2022 2021 Operating leases Not later than one year 34 11 1-5 years 14 8 Other liabilities 3 64 Legal proceedings Exel Composites' Belgian subsidiary is the defendant in a dispute, whose legal proceedings in the Dutch court will begin during the first half of 2023. The main point of the dispute is the disagreement between Exel Composites and the customer as to whether the products delivered to the customer have met the agreed criteria. The company considers it possible that the matter will end in a mediated outcome and that the company may incur costs. NOTE 30 FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES ACCOUNTING PRINCIPLE: Valuation of financial assets and liabilities At initial recognition the Group measures a financial asset or liability at its fair value, which basically is the transaction price, and subsequently at amortized cost. A fair value can be measured to some financial liabilities which have been measured at amortized cost. Their fair values are based on the future cash flows that are discounted with market interest rates on the reporting date. Note 23 presents the impairments in respect of trade receivables. Other financial assets are not subject to material impairment. Net fair values and nominal values of financial assets and liabilities 2022 2022 2021 2021 Net fair value Nominal value Net fair value Nominal value Trade and other receivables 23,279 23,279 26,292 26,292 Cash and cash equivalents 17,397 17,397 15,593 15,593 Bank loans 45,608 45,600 49,856 49,300 Current credit facilities 491 491 0 0 Trade and other payables (excl. accrued liabilities) 20,692 20,692 25,974 25,974 Electricity derivatives (note 28) 843 0 0 0 Changes in the fair value of derivative financial instruments are recognized in the income statement in financial gains and losses. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 73 NOTE 31 PENSION AND OTHER POST -EMPLOYMENT OBLIGATIONS ACCOUNTING PRINCIPLE: Pensions and other post-employment benefits The Group’s pension schemes comply with each country’s local regulations and practices. Some of the pension schemes in the Group apply defined benefit pension schemes where the pension benefits, disability benefits and employment termination benefits are defined. Pension benefits are based generally on the period of employment and salary over a fixed period for each employee. Pension contributions are funded through payments to insurance companies. In addition, the Group has defined-contribution plans. In defined benefit pension plans, the present value of future pension payments on the closing date is presented less the fair value of the plan-related assets on the closing date. Pension liabilities are calculated by independent actuaries. The pension liability is determined according to the projected unit credit method: the pension liability is discounted to the present value of estimated future cash flows using the interest rate which is equal to the interest rate of government or corporate bonds with maturities corresponding to the maturity of the pension liability. Pension costs are recorded in the income statement as an expense with costs periodized over the employees’ time of service based on actuarial calculations carried out annually. Actuarial gains and losses are recognized in full as a component of other comprehensive income. In defined-contribution schemes, pension contributions are paid to insurance companies, after which the Group no longer has other payment obligations. The Group’s contributions to defined-contribution schemes are entered in the financial period to which the payments relate. The Group operates a number of defined benefit and contribution pension schemes throughout the world. The most significant pension scheme in Finland is the statutory Finnish employee pension scheme (TyEL) according to which benefits are directly linked to the employee’s earnings. The TyEL pension scheme is arranged with insurance companies. Pension schemes elsewhere than in Finland include both defined benefit and defined contribution pension schemes. Amounts recognized in the income statement 2022 2021 Pension cost for the financial year 3,329 3,092 Differences in benefit schemes 4 23 Total included in personnel expenses 3,333 3,115 Amounts recognized in the balance sheet 2022 2021 At the beginning of financial period 720 751 Pension expenses in the income statement 4 23 Defined benefit plan actuarial gains (+) / losses (-) -195 -53 At the end of financial period 529 720 NOTE 32 SHARE CAPITAL ACCOUNTING PRINCIPLE: Share capital Ordinary shares are included in shareholders’ equity. Expenses incurred directly from new share issues are recorded in shareholders’ equity as a reduction of received payments. Number of shares (1,000) Share capital Invested unrestricted equity fund Total 1.1. 2021 11,897 2,141 2,539 4,681 31.12. 2021 11,897 2,141 2,539 4,681 31.12. 2022 11,897 2,141 2,539 4,681 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 74 Authorizations by the AGM Repurchase and/or the acceptance as pledge of the company’s own shares On 25 March 2022 the Annual General Meeting authorized the Board of Directors to repurchase and/or accept as pledge of the company’s own shares as follows: The amount of own shares to be repurchased and/or accepted as pledge on the basis of the authorization shall not exceed 600,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares based on the authorization. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). The Board of Directors shall decide on other terms of the share repurchase and/or acceptance as pledge. Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the company’s business, to finance investments, as part of the company’s incentive program or to be retained, otherwise conveyed, or cancelled by the company. The authorization cancels the authorization given to the Board of Directors by the General Meeting 2021 to decide on the repurchase and/or acceptance as pledge of the company’s own shares. The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2023. Exel Composites held 42,899 own shares at the end of 2022, which have been repurchased to be used as part of the company’s incentive program. Issuance of shares and special rights entitling to shares On 21 March 2019 the Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows: The amount of shares to be issued on the basis of the authorization may be a maximum of 1,189,684 new shares, which corresponds to approximately 10.0 per cent of all shares in the company, and/or a maximum of 600,000 Company’s own shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The shares to be issued based on the authorization can be used as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 17 March 2016 to decide on the issuance of shares as well as special rights entitling to shares. The authorization is effective until 30 June 2022. These authorizations were not exercised in 2022. NOTE 33 LONG-TERM COMPENSATION ACCOUNTING PRINCIPLE: Long-term compensation The Group has long-term incentive programs for the President and CEO, the Group Management Team and selected key employees of the company. The programs aim to combine the objectives of the shareholders and the executives to increase the value of the company, to commit the executives to the company and to offer the executives a competitive reward program based on holding the company’s shares. The Board makes the decision on the program annually. The cost of the programs will be accounted for as operating expenses during the duration of the programs. On 31 December 2022 the Group had three share-based long-term incentive programs and one program was paid out during 2022: The 2020 plan is part of a share-based long-term incentive program for the earning period 2020-2022 and was targeted at approximately 20 executives. The President and CEO and the CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 75 Group Management Team were included in the target group of the 2020 incentive program. 75% of the potential share-based performance reward is based on cumulative adjusted operating profit (EBIT) and 25% on total shareholder return of the company’s share (TSR). The potential share reward is payable in 2023. The maximum number of shares to be paid under this individual plan is 125,000 shares, of which President and CEO’s share is 32,000 shares. The estimated payout (to be confirmed in March 2023) is 0 shares in total. The fair value at measurement date is EUR 5.52 / share. The 2021 plan is part of a share-based long-term incentive program for the earning period 2021-2023 and is targeted at approximately 20 executives. The President and CEO and the Group Management Team are included in the target group of the 2021 incentive program. 75% of the potential share-based performance reward is based on cumulative adjusted operating profit (EBIT) and 25% on total shareholder return of the company’s share (TSR). The potential share reward is payable in 2024. The maximum number of shares to be paid under this individual plan is 100,000 shares, of which President and CEO’s share is 25,600 shares. The estimated payout (to be confirmed in March 2024) is 0 shares in total. The fair value at measurement date is EUR 7.78 / share. The 2022 plan is part of a share-based long-term incentive program for the earning period 2022-2024 and is targeted at approximately 20 executives. The President and CEO and the Group Management Team are included in the target group of the 2021 incentive program. 75% of the potential share-based performance reward is based on cumulative adjusted operating profit (EBIT) and 25% on total shareholder return of the company’s share (TSR). The potential share reward is payable in 2025. The maximum number of shares to be paid under this individual plan is 100,000 shares, of which President and CEO’s share is 25,600 shares. The fair value at measurement date is EUR 6.68 / share. The 2019 program , the earning period of which ended in 2021, was based on a long-term monetary incentive program and was targeted at 20 executives for the earning period 2019- 2021. The President and CEO and the members of the Group Management Team were included in the target group of the 2019 incentive program. 75% of the potential share- based performance reward was based on cumulative operating profit (EBIT) and 25% on total shareholder return of the company’s share (TSR). The maximum number of shares to be paid under this individual plan in 2022 was 196,000 shares, of which President and CEO’s share was 50,000 shares. In 2022, a total reward of 46,750 shares (20,438 paid in shares and 26,312 in cash) was paid out under the 2019 plan to 20 executives. The President and CEO’s share of the reward was 12,500 shares (6,250 in shares and equivalent of 6,250 shares in cash). The share rewards were paid in March 2022. The shares were acquired at an average price of EUR 6,2864 per share on 11 March 2022. The profit and loss of 2022 includes EUR 284 thousand of costs related to these incentive programs. In each program the fair value of a share at the measurement date is the closing price of the share on the date the Board decided on the program, adjusted with the estimated dividends to be paid during the program. The administration of the share-based incentive plan and the acquisition of shares are conducted through an arrangement made with Evli Awards Management Oy (EAM) as per the decision of the Board of Directors on 12 June 2017 and according to the stipulations of the Companies Act for financing the purchase of own shares (the Finnish Companies Act, Chapter 13, Section 10, Subsection 2) relating to incentive plans. As a part of this arrangement EAM founded EAM EXL1V Holding Oy (Holding company) which acquires the shares with Exel’s funding and according to the agreement. These shares will be delivered to the employees according to Exel’s share plan terms and conditions. The Holding company is owned by the EAM in legal terms, but according to the agreement Exel has control over the company and acts as the principal, whereas EAM is an agent through the Holding company. This control arising from contractual terms means, that the Holding company is consolidated into the Group’s IFRS financial statements as a structured entity. No reward will be paid to an executive based on the 2020, 2021 and 2022 programs, if his or her employment or service with the company ends before the reward payment unless the executive is leaving the company due to retirement or unless the Board decides otherwise. The programs also include a one-year lock-up period, and the restriction on leaving the Company is extended to the end of the lock-up. NOTE 34 DISTRIBUTABLE FUNDS The parent company’s distributable funds on 31 December 2022 were EUR 25,946 thousand. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 76 NOTE 35 CASH FLOW FROM BUSINESS OPERATIONS Non-cash adjustments to the result for the financial year 2022 2021 Depreciation, impairment charges and write-offs 7,121 8,202 Taxes 1,455 2,509 Financial expenses 1,899 1,881 Interest expenses on lease liabilities 52 66 Financial income -2,549 -2,368 Other adjustments 754 2 Total 8,732 10,292 NOTE 36 RELATED -PARTY TRANSACTIONS Exel Composites’ related parties include the controlling parent company, all companies belonging to Exel Composites Group as well as Exel Composites’ Board of Directors, President and CEO, Group Management Team and executives of the parent company and subsidiaries. The company evaluates and monitors transactions concluded between the company and its related parties to ensure that any conflicts of interest are appropriately taken into account in the decision-making process. In 2022, no significant related-party transactions were conducted between the Group and its related parties. The Group’s parent company and subsidiary relationships Name of subsidiary Domicile Group share of holding Group control EAM EXL1V Holding Finland 0 100 Exel GmbH Germany 100 100 Exel Composites N.V. Belgium 100 100 Exel Composites GmbH Austria 100 100 Exel Composites (Nanjing) Co. Ltd. China 100 100 Exel Composites (Australia) Pty. Ltd. Australia 100 100 Pacific Composites Ltd. Australia 100 100 Pacific Composites (Europe) Ltd. UK 100 100 Fibreforce Composites Ltd. UK 100 100 Pacific Composites Ltd. New Zealand 100 100 Exel Composites Store Ltd. Finland 100 100 Exel Composites (HK) Holding Limited Hong Kong 100 100 Nanjing Jingheng Composite Material Co. Ltd. China 100 100 Jianhui FRP Trading Co. Limited Hong Kong 100 100 Exel Composites USA Holdings Inc. USA 100 100 Diversified Structural Composites Inc. USA 100 100 Kineco Exel Composites India India 55 55 The ultimate parent company is Exel Composites Plc. Management remuneration Senior management accrued salaries, fees and bonuses 2022 2021 President and CEO 328 445 Members of the Board of Directors 247 180 Total 575 625 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 77 Salaries and fees per person President and CEO and Board of Directors 2022 2021 Riku Kytömäki President and CEO (until 30 September 2022) 292 445 Jouni Heinonen Interim President and CEO (since 1 October 2022) 36 0 Reima Kerttula Chairman (since 17 March 2016, member until 17 March 2016) 74 58 Jouni Heinonen Member (since 25 March 2022) and Interim President and CEO (since 1 October 2022) 33 0 Petri Helsky Member (since 17 March 2016) 40 31 Helena Nordman-Knutson Member (since 4 April 2017) 34 30 Jouko Peussa Member (since 17 March 2016) 33 30 Kirsi Sormunen Member (since 20 March 2020) 33 31 Total 575 625 The accrued pension costs of President and CEO amounted to EUR 61 (74) thousand. The President and CEO's pension plan is pursuant to the employment pension legislation. The holdings of the senior management on 31 December 2022 Number of shares and votes 2022 2021 Reima Kerttula Chairman (since 17 March 2016, member until 17 March 2016) 26,439 23,618 Jouni Heinonen Member (since 25 March 2022) and Interim President and CEO (since 1 October 2022) 1,316 0 Petri Helsky Member (since 17 March 2016) 10,184 8,868 Helena Nordman-Knutson Member (since 4 April 2017) 9,042 7,726 Jouko Peussa Member (since 17 March 2016) 10,184 8,868 Kirsi Sormunen Member (since 20 March 2020) 4,441 3,125 Total 61,606 52,205 Riku Kytömäki acted as President and CEO until 30 September 2022. His shareholding in Exel Composites was 79,228 when his Group Management Team membership ended. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 78 NOTE 37 EVENTS AFTER THE REPORTING PERIOD On 4 January 2023, Exel Composites announed the plans to evaluate downsizing of its operations in Runcorn in the United Kingdom. Exel has initiated employee consultations concerning 48 employees. The potential downsizing would be estimated to result in approximately EUR 1.6 million annual cost savings, with customer base continuing to be served by the downsized UK or other Exel factories. Exel Composites will potentially record a one-time cash cost of approximately EUR 3.0 million and a one-time non-cash asset write- down of approximately EUR 1.1 million in the first quarter of 2023 as items affecting comparability. On 17 February 2023, Exel Composites announced that Paul Sohlberg will start as President and CEO on 20 March 2023. On 17 February 2023, Exel Composites announced the continuation of a share-based long- term incentive program for the top management of the company. The 2023 performance- based plan is part of the share-based long-term incentive program published on 4 May 2017. The performance target applied to the plan that commenced at the beginning of 2023 is the relative total shareholder return of the company’s share (TSR) where TSR of Exel’s share will be compared to the TSR of all shares listed on Nasdaq Helsinki. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 79 PARENT COMPANY FINANCIAL STATEMENTS PARENT COMPANY INCOME STATEMENT For the financial year starting on 1 January and ending on 31 December EUR Notes 2022 2021 Revenue 38 56,449,983.99 56,435,417.15 Variation in inventories of finished goods and work in progress -7,524.80 1,473,258.86 Other operating income 39 2,208,771.04 1,965,043.10 Materials and services 40 -28,289,305.14 -28,486,277.92 Personnel expenses 41 -16,308,455.44 -15,915,670.20 Depreciation, amortization and reduction in value 42 -2,635,366.11 -2,569,641.13 Other operating expenses 43 -8,965,621.63 -5,460,586.96 Operating profit / loss 2,452,481.91 7,441,542.90 Financial income 45 14,630,769.38 3,264,460.45 Financial expenses 45 -1,331,818.14 -3,137,018.70 Profit/ loss before appropriations and taxes 15,751,433.15 7,568,984.65 Income taxes 46 -630,724.89 -1,626,881.44 Other direct taxes -326.88 -47.79 Profit/ loss for the period 15,120,381.38 5,942,055.42 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 80 PARENT COMPANY BALANCE SHEET As at the end of the financial year EUR Notes 2022 2021 ASSETS Non-current assets Intangible assets 47 1,400,295.82 1,986,107.33 Tangible assets 48 6,320,922.91 6,944,115.75 Investments 49 23,657,278.93 23,657,278.93 Total non-current assets 31,378,497.66 32,587,502.01 Current assets Inventories 51 9,654,407.55 9,704,252.78 Current receivables 52 46,413,985.76 44,416,197.51 Cash at bank and in hand 3,199,274.37 3,940,204.92 Total current assets 59,267,667.68 58,060,655.21 TOTAL ASSETS 90,646,165.34 90,648,157.22 EUR Notes 2022 2021 EQUITY AND LIABILITIES Capital and reserves Share capital 53 2,141,431.74 2,141,431.74 Other reserves 53 2,539,278.34 2,539,278.34 Retained earnings/loss 53 8,286,273.03 4,774,148.41 Profit/loss for the period 53 15,120,381.38 5,942,055.42 Total equity 28,087,364.49 15,396,913.91 Liabilities Non-current liabilities 54 12,400,000.00 13,100,000.00 Current liabilities 55 50,158,800.85 62,151,243.31 Total liabilities 62,558,800.85 75,251,243.31 TOTAL EQUITY AND LIABILITIES 90,646,165.34 90,648,157.22 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 81 PARENT COMPANY CASH FLOW STATEMENT For the financial year starting on 1 January and ending on 31 December EUR thousands 2022 2021 Cash flows from operating activities Profit/loss for the period 15,120 5,942 Adjustments to profit/loss for the period -9,958 -3,650 Cash flow before working capital changes 5,162 2,292 Working capital changes 669 -3,067 Operating cash flow before financial items and taxes 5,831 -775 Interest and other financial expenses paid relating to operating activities -1,127 -985 Dividends received 11,961 1,693 Interests received 703 155 Income taxes paid -1,829 -525 Net cash flow from operating activities (A) 15,539 -436 EUR thousands 2022 2021 Cash flows from investing activities Purchase of tangible and intangible assets -1,426 -1,788 Proceeds from sale of tangible and intangible assets 0 27 Purchased subsidiary shares 0 -1,551 Proceeds from sale of investments 0 0 Net cash flow from investing activities (B) -1,426 -3,312 Cash flow from financing activities Proceeds from short-term borrowings 0 11,794 Repayment of short-term borrowings -12,483 -5,758 Proceeds from long-term borrowings 0 4,000 Dividends and other distribution of profit paid -2,371 -2,367 Net cash flow from financing activities (C) -14,854 7,669 Net increase (+) / decrease (-) in cash and cash equivalents (A + B + C) -741 3,921 Cash and cash equivalents at beginning of period 3,940 19 Cash and cash equivalents at end of period 3,199 3,940 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 82 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS All figures are in EUR thousands unless otherwise stated. NOTE 38 REVENUE BY MARKET AREA 2022 2021 Europe 40,313 42,727 North America 12,484 8,907 Asia-Pacific 3,500 4,584 Rest of world 153 218 Total 56,450 56,435 NOTE 39 OTHER OPERATING INCOME 2022 2021 Service invoicing from Group companies 2,164 1,907 Other operating income 45 58 Total 2,209 1,965 NOTE 40 MATERIALS AND SERVICES 2022 2021 Purchases during financial period -26,979 -28,452 Change in inventories -76 1,151 External services -1,235 -1,185 Total -28,289 -28,486 NOTE 41 PERSONNEL Average number of personnel during the financial year 2022 2021 Office employees 94 90 Production employees 180 167 Total 274 257 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 83 Personnel expenses 2022 2021 Wages and salaries -13,544 -13,270 Pension expenses -2,250 -2,134 Other social security expenses -515 -511 Total -16,308 -15,916 Paid wages, salaries and other remuneration of directors and management 2022 2021 President and CEO -413 -448 Members of the Board of Directors -247 -180 Total -660 -628 The accrued pension costs of President and CEO amounted to EUR 61 (74) thousand. The President and CEO's pension plan is pursuant to the employment pension legislation. NOTE 42 DEPRECIATION, AMORTIZATION AND REDUCTION IN VALUE Tangible and intangible assets are recognized in the balance sheet at cost less depreciation according to plan. Cost includes variable expenditure relating to the acquisition and production of the assets. Grants received are deducted from the cost. Depreciation according to plan is calculated using the straight-line method based on the useful life of the assets. Depreciation is charged from the month when the asset was placed into service, latest from the following month. Planned depreciation periods ● Buildings and structures 5-20 years ● Machinery and equipment 5-15 years ● Other capitalized expenditure 5-8 years ● Goodwill 10 years ● Other intangible assets 5 years Planned depreciation, amortization and reduction in value 2022 2021 Depreciation according to plan -2,635 -2,570 Total -2,635 -2,570 NOTE 43 OTHER OPERATING EXPENSES 2022 2021 Real estate, machinery and equipment expenses -1,570 -1,565 External services, insurances and IT expenses -5,462 -2,398 Other operating expenses -1,933 -1,497 Total -8,966 -5,461 NOTE 44 AUDITOR’S FEES Authorized Public Accountants, Ernst & Young 2022 2021 Audit of financial statements -91 -107 Other fees -16 -4 Total -106 -111 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 84 NOTE 45 FINANCIAL INCOME AND EXPENSES 2022 2021 Income from Group companies 12,834 1,293 Other interest income and other financial income From Group companies 1,158 464 From others 638 1,507 1,796 1,971 Total financial income 14,631 3,264 Interest and other financial expenses To Group companies -147 -2,035 To others -1,185 -1,102 -1,332 -3,137 Total financial expenses -1,332 -3,137 Total financial income and expenses 13,299 127 In 2021, interest and other financial expenses to Group companies include EUR 1 878 thousand evaluated impairment loss on receivables from Group companies. NOTE 46 INCOME TAXES 2022 2021 Income taxes from ordinary activities -623 -1,627 Income tax relating to previous financial years -8 0 Total -631 -1,627 NOTE 47 INTANGIBLE ASSETS Intangible assets Other long- term expenses Advance payments Total Acquisition cost at 1 January 1,045 4,911 223 6,179 Additions 2 0 171 172 Disposals 0 0 -67 -67 Transfer between items 18 176 -194 0 Acquisition cost at 31 December 1,065 5,087 132 6,284 Accumulated amortization and impairment at 1 January -786 -3,407 0 -4,193 Amortization for the period -67 -623 0 -690 Accumulated amortization and impairment at 31 December -853 -4,030 0 -4,883 Book value at 1 January 259 1,504 223 1,986 Book value at 31 December 212 1,057 132 1,400 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 85 NOTE 48 TANGIBLE ASSETS Land and waters Buildings Machinery and equipment Advance payments and construction in progress Total Acquisition cost at 1 January 90 3,987 20,090 338 24,505 Additions 0 0 29 1,298 1,327 Disposals 0 0 0 -5 -5 Transfer between items 0 96 956 -1,052 0 Acquisition cost at 31 December 90 4,083 21,075 579 25,827 Accumulated depreciation and impairment at 1 January 0 -2,658 -14,903 0 -17,560 Depreciation for the period 0 -129 -1,816 0 -1,945 Accumulated depreciation and impairment at 31 December 0 -2,787 -16,719 0 -19,506 Book value at 1 January 90 1,330 5,187 338 6,945 Book value at 31 December 90 1,296 4,356 579 6,321 NOTE 49 INVESTMENTS Group companies Other shares and holdings Total Acquisition cost at 1 January 23,609 48 23,657 Acquisition cost at 31 December 23,609 48 23,657 Book value at 1 January 23,609 48 23,657 Book value at 31 December 23,609 48 23,657 NOTE 50 COMPANIES OWNED BY PARENT COMPANY Shares in subsidiaries Name of company Registration country Owned by the parent company Parent company control EAM EXL1V Holding Finland 0 100 Exel GmbH Germany 100 100 Exel Composites N.V. Belgium 100 100 Exel Composites GmbH Austria 100 100 Exel Composites (Nanjing) Co. Ltd. China 100 100 Exel Composites (Australia) Pty. Ltd. Australia 100 100 Pacific Composites (Europe) Ltd. UK 100 100 Exel Composites Store Oy Finland 100 100 Exel Composites (HK) Holding Limited Hong Kong 100 100 Jianhui FRP Trading Co. Limited Hong Kong 100 100 Exel Composites USA Holdings Inc. USA 100 100 Kineco Exel Composites India Private Limited India 55 55 All Group companies are consolidated in the parent company's consolidated financial statements. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 86 NOTE 51 INVENTORIES 2022 2021 Raw materials and consumables 4,496 4,572 Work in progress 2,530 2,289 Finished products/ goods 1,935 2,184 Other inventories 693 659 Total 9,654 9,704 NOTE 52 CURRENT RECEIVABLES Receivables from Group companies 2022 2021 Trade receivables 7,136 8,211 Loan receivables 31,241 26,850 Other receivables 873 0 Total 39,250 35,060 Receivables from others 2022 2021 Trade receivables 5,657 6,660 Other receivables 610 1,868 Prepayments and accrued income 897 828 Total 7,164 9,356 Total current receivables 46,414 44,416 Deferred tax assets amounting to EUR 22 (63) thousand have not been booked from cumulative depreciation exceeding the maximum tax depreciations by EUR 112 (313) thousand. Material items included in prepayments and accrued income 2022 2021 Tax receivables 800 803 Other receivables 97 26 Total 897 828 NOTE 53 EQUITY 2022 2021 Restricted equity Share capital 1 January 2,141 2,141 Share capital 31 December 2,141 2,141 Total restricted equity 2,141 2,141 Unrestricted equity Reserve for invested unrestricted equity fund 1 January 2,539 2,539 Reserve for invested unrestricted equity fund 31 December 2,539 2,539 Retained earnings 1 January 10,716 10,367 Distribution of dividends -2,371 -2,367 Purchase/redemption of treasure shares 139 0 Correction of a previous financial year error -198 -3,226 Retained earnings 31 December 8,286 4,774 Profit/loss for the financial year 15,120 5,942 Total unrestricted equity 25,946 13,255 Total equity 28,087 15,397 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 87 Calculation of distributable unrestricted equity 31 December 2022 2021 Profit from previous financial years 8,286 4,774 Profit /loss for the financial year 15,120 5,942 Reserve for invested unrestricted equity fund 2,539 2,539 Total 25,946 13,255 NOTE 54 NON-CURRENT LIABILITIES Liabilities to others 2022 2021 Loans from financial institutions 12,400 13,100 Total 12,400 13,100 Total non-current liabilities 12,400 13,100 NOTE 55 CURRENT LIABILITIES Liabilities to Group companies 2022 2021 Loan from Group companies 2,171 7,750 Trade payables 2,092 3,941 Total 4,263 11,691 Liabilities to others 2022 2021 Loans from financial institutions 33,200 36,200 Advances received 166 1,275 Trade payables 5,637 7,428 Other liabilities 3,606 775 Accruals and deferred income 3,287 4,783 Total 45,896 50,461 Total current liabilities 50,159 62,151 Material items included in accruals and deferred income 2022 2021 Accrued personnel expenses 2,981 3,013 Other accruals and deferred income 305 1,770 Total 3,287 4,783 NOTE 56 COMMITMENTS AND CONTINGENT LIABILITIES Credit facilities 2022 2021 Total amount of credit granted 42,300 42,300 In use 4,003 3 Pension liabilities The pension liabilities are covered via the insurance company as prescribed by legislation. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 88 Leasing liabilities 2022 2021 Payable during the following financial year 9 6 Payable in later years 11 8 Total 20 14 Commitments on behalf of Group companies 2022 2021 Other guarantees 8,652 7,889 Guaranteed debt 1,525 60 NOTE 57 SHARE OWNERSHIP Distribution of share ownership on 31 December 2022 % Private companies 13.84 Financial and insurance institutions 36.32 Public sector entities 5.94 Non-profit making entities 0.53 Private households 42.60 Foreign countries 0.77 Total 100.00 Nominee registered 18.77 Distribution of share ownership on 31 December 2022 Number of shares Number of shareholders Percentage of shareholders Total number of shares Percentage of total number of shares 1 - 1,000 6,801 87.57 1,690,419 14.21 1,001 – 10,000 873 11.24 2,342,910 19.69 10,001 – 50,000 71 0.91 1,385,557 11.65 over 50,000 21 0.27 6,477,957 54.45 Total 7,766 100.00 11,896,843 100.00 CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITED FINANCIAL STATEMENTS | 89 NOTE 58 SHAREHOLDERS Major shareholders on 31 December 2022 Shareholder Number of shares Percentage of shares and votes Erikoissijoitusrahasto Aktia Mikro Markka 762,984 6.41 OP-Finland Small Firms Fund 760,119 6.39 Ilmarinen Mutual Pension Insurance Company 496,547 4.17 Phoebus Fund 370,000 3.11 Säästöpankki Pienyhtiöt 288,710 2.43 Nelimarkka Heikki Antero 213,545 1.80 Veritas Pension Insurance Company Ltd. 206,893 1.74 Suutarinen Timo 150,000 1.26 Säästöpankki Kotimaa 132,680 1.12 Sumato Oy 131,821 1.11 Nominee registered Skandinaviska Enskilda Banken AB 2,204,437 18.53 Nordnet Bank AB 10,427 0.09 Other nominee registered 17,912 0.15 Others 6,150,768 51.69 Total 11,896,843 100.00 NOTE 59 SHARE PRICE AND TRADING Share price EUR 2022 2021 2020 2019 2018 Average price 6.30 8.58 5.55 4.54 5.40 Lowest price 5.02 6.58 3.40 3.92 3.98 Highest price 8.20 11.60 7.38 6.76 7.28 Share price at the end of financial year 5.42 8.10 7.38 6.48 4.00 Market capitalization, EUR million 64.2 95.9 87.3 76.6 47.3 Share trading 2022 2021 2020 2019 2018 Number of shares traded 3,103,680 3,356,992 4,820,621 6,048,492 2,513,383 % of the average number of shares 26.2 28.4 40.8 50.8 21.1 Number of shares 2022 2021 2020 2019 2018 Average number 11,850,080 11,832,712 11,827,648 11,819,843 11,819,843 Number at end of financial year 11,853,944 11,833,506 11,829,693 11,819,843 11,819,843 Exel Composites Plc’s share was quoted on Helsinki Stock Exchange I List from 19 October 1998 to 1 May 2000. As from 2 May 2000, Exel Composites Plc’s share has been quoted on Helsinki Exchange Main List. Exel Composites Plc’s share was split on 21 April 2005. Exel Composites Plc’s share is listed on Nasdaq Helsinki. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 PROPOSAL FOR DISTRIBUTION OF PROFIT | 90 PROPOSAL FOR DISTRIBUTION OF PROFIT Exel Composites Plc’s distributable funds amount to EUR 25,945,932.75, of which the profit for the financial year is EUR 15,120,381.38. The Board proposes to the Annual General Meeting that a dividend of EUR 0.20 per share be paid based on the adopted financial statements for the financial year ended 31 December 2022. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 PROPOSAL FOR DISTRIBUTION OF PROFIT | 91 Signatures of the Financial Statements and the Report of the Board of Directors Vantaa, 16 February 2023 Reima Kerttula Chairman of the Board of Directors Jouni Heinonen Member of the Board of Directors and President and CEO Petri Helsky Member of the Board of Directors Helena Nordman-Knutson Member of the Board of Directors Jouko Peussa Member of the Board of Directors Kirsi Sormunen Member of the Board of Directors Auditors' note An auditor's report based on the audit performed has been issued today. Vantaa , 21 February 2023 Ernst & Young Authorized Public Accountants Johanna Winqvist-Ilkka Authorized Public Accountant CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITOR’S REPORT | 92 AUDITOR’S REPORT (Translation of the Finnish original) To the Annual General Meeting of Exel Composites Plc REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion We have audited the financial statements of Exel Composites Plc (business identity code 1067292-7) for the year ended 31 December, 2022. The financial statements comprise the statement of comprehensive income, consolidated balance sheet, statement of cash flows, statement of changes in equity and notes, including a summary of significant accounting policies, as well as the parent company’s income statement, balance sheet, statement of cash flows and notes. In our opinion ● the consolidated financial statements give a true and fair view of the group’s financial position as well as its financial performance and its cash flows in accordance with International Financial Reporting Standards (IFRS) 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 submitted to the Board of Directors. 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 Financial Statements section of our report. 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. In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 8 to the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITOR’S REPORT | 93 address the matters below, provide the basis for our audit opinion on the accompanying financial statements. We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud. KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER Valuation of Goodwill We refer to notes 4, 18 and 27 of the consolidated financial statements. Goodwill amounted to 13 million euros as of 31 December 2022 comprising 11.5% of total assets and 42.8% of equity (2011: 12.8 million euros, 10.9% of total assets and 41.1% of equity). Valuation of goodwill was a key audit matter because ● the assessment process related to the annual impairment test is complex and judgmental; ● the process contains significant estimates and assumptions relating to market or economic conditions extending to the future; and ● because of the significance of the goodwill to the financial statements. There are a number of assumptions used to determine the value-in-use, including revenue growth, operating margin before depreciation and amortization and discount rate applied on cash-flows. Estimated values-in-use may vary significantly when the underlying assumptions are changed and the changes in above-mentioned individual assumptions may result in an impairment of goodwill. Our audit procedures in connection with the valuation of goodwill included involving valuation specialists to assist us in evaluating the assumptions and methodologies used by the management. Audit procedures included comparing the management’s assumptions to externally derived data and to our own expectations. In particular those relating to the weighted average cost of capital used to discount the cash-flows. In addition, we tested the accuracy of the impairment calculations prepared by the management, compared the historical forecasting of the group with actual outcome and compared projections to the latest budgets approved by the board. We also compared the sum of discounted cash flows to the market capitalization of Exel Composites and evaluated the adequacy of the disclosures in note 27 such as information given with regards to the sensitivity analysis as well as whether a reasonably probable change in key assumptions could result in an impairment. Revenue Recognition We refer to note 5 of the consolidated financial statements. Revenue is recognized when the control of the underlying products has been transferred to the customer. Revenue is a key performance measure which could create an incentive for revenue to be recognized before the risks and rewards as well as control over the goods have been transferred. Revenue recognition was determined to be a key audit matter and a significant risk of material misstatement referred to in EU Regulation No 537/2014, point (c) of Article 10(2). Our audit procedures to address the risk of material misstatement relating to timing of revenue recognition included among others: ● Analysis of the accounting principles applied as well as comparing them to the IFRS standards; ● Testing of internal controls addressing the timing of the revenue recognition, including general IT controls over the most significant IT applications; ● Substantive analytical procedures and test of details, and CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITOR’S REPORT | 94 ● Evaluation of the disclosures provided on revenues. Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) 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 Managing Director 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 Managing Director are responsible for assessing the parent company’s and the group’s ability to continue as 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 cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of Financial Statements Our objectives are to obtain reasonable assurance on 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. 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 Managing Director’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. ● 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 communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 AUDITOR’S REPORT | 95 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. Other Reporting Requirements Information on our audit engagement We were first appointed as auditors by the Annual General Meeting on April 6, 2007 and our appointment represents a total period of uninterrupted engagement of 16 years. Other information The Board of Directors and the Managing Director 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. We have obtained the report of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to be made available to us after that date. 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 identified above 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 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 and 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 on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions based on assignment of the Board of Directors We support that the financial statements and the consolidated financial statements should be adopted. The proposal by the Board of Directors regarding the use of the profit shown in the balance sheet is in compliance with the Limited Liability 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. Vantaa 21 February 2023 Ernst & Young Oy Authorized Public Accountant Firm Johanna Winqvist-Ilkka Authorized Public Accountant CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 | 96 INDEPENDENT AUDITOR’S REPORT ON EXEL COMPOSITES OYJ’S ESEF CONSOLIDATED FINANCIAL STATEMENTS (Translation of the Finnish original) To the Board of Directors of Exel Composites Oyj We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the digital files 743700205JAMGM80QD88- 2022-12-31-fi.zip of Exel Composites Oyj for the financial year 1.1.-31.12.2022 to ensure that the financial statements are tagged with iXBRL mark ups in accordance with the requirements of Article 4 of EU Commission Delegated Regulation (EU) 2018/815 (ESEF RTS). Responsibilities of the Board of Directors and Managing Director The Board of Directors and Managing Director are responsible for the preparation of the Report of Board of Directors and financial statements (ESEF financial statements) that comply with the ESEF RTS. This responsibility includes: ● preparation of ESEF financial statements in accordance with Article 3 of ESEF RTS ● Tagging the consolidated financial statements included within the ESEF financial statements by using the iXBRL mark ups in accordance with Article 4 of ESEF RTS ● Ensuring consistency between ESEF financial statements and audited financial statements The Board of Directors and Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of ESEF financial statements in accordance the requirements of ESEF RTS. Auditor’s Independence and Quality Control We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The auditor applies International Standard on Quality Control (ISQC) 1 and therefore maintains a comprehensive quality control system including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Auditor’s Responsibilities In accordance with the Engagement Letter we will express an opinion on whether the electronic tagging of the consolidated financial statements complies in all material respects with the Article 4 of ESEF RTS. We have conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000. The engagement includes procedures to obtain evidence on: ● whether the tagging of the primary financial statements in the consolidated financial statements complies in all material respects with Article 4 of the ESEF RTS ● whether the tagging of the notes to the financial statements and the entity identifier information in the consolidated financial statements complies in all material respects with Article 4 of the ESEF RTS ● whether the ESEF financial statements are consistent with the audited financial statements The nature, timing and extent of the procedures selected depend on the auditor’s judgement including the assessment of risk of material departures from requirements sets out in the ESEF RTS, whether due to fraud or error. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our statement. Opinion In our opinion the tagging of the consolidated financial statement included in the ESEF financial statements of Exel Composites Oyj for the year ended 31.12.2022 complies in all material respects with the requirements of ESEF RTS. CONTENTS | YEAR 2022 | BOARD OF DIRECTORS’ REPORT | SUSTAINABILITY | CONSOLIDATED FINANCIAL STATEMENTS ANNUAL FINANCIAL REPORT 2022 | 97 Our audit opinion on the consolidated financial statements of Exel Composites Oyj for the year ended 31.12.2022 is included in our Independent Auditor’s Report dated 21.2.2023. In this report, we do not express an audit opinion any other assurance on the consolidated financial statements. Helsinki 8.3.2023 Ernst & Young Oy Authorized Public Accountant Firm Johanna Winqvist-Ilkka Authorized Public Accountant At Exel Composites, we use over 60 years’ experience to solve challenges and help customers save resources. Our forward-thinking composite solutions made with continuous manufacturing technologies serve customers in a wide range of industries around the world. You can find our products used in applications from wind power and transportation to building and infrastructure. Our collaborative approach and global footprint set us apart from our competition. We use our expertise to help customers reduce weight, improve performance and energy efficiency and decrease total lifetime costs. We want to be the first choice for sustainable composite solutions globally. Headquartered in Finland, Exel Composites employs approximately 700 forward-thinking professionals around the world and is listed on Nasdaq Helsinki. To find out more about our offering and company please visit www.exelcomposites.com.