Annual Report • Apr 11, 2025
Annual Report
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Non-IFRS financial measures
In this report, all non-IFRS financial measures (APMs) are displayed in italic. The list of APM definitions is included on page 304 and can be found on the Agfa website via www.agfa.com/corporate/definitions-of-non-ifrs-financial-measures-apms. In note 6 “Alternative Performance Measures” of the Financial Statements on page 104 to 108, reconciliations with IFRS information can be found.
Official version
The official version of the annual report is the ESEF version. This version can be found on www.agfa.com/corporate/investor-relations/reports-and-presentations/annual%20reports/
ANNUAL REPORT FROM THE BOARD OF DIRECTORS TO THE SHAREHOLDERS OF AGFA-GEVAERT NV
Frank Aranzana
Chairman of the Board of Directors
Pascal Juéry
CEO
Dear shareholder,
2024 was an important year in the transformation journey of our company. Indeed, we are very pleased with the strategic progress we have made with our future-oriented businesses. Each in their own way, our growth engines have reached major milestones in their development. The HealthCare IT division has transformed itself into a cloud company after the first successful implementa- tion of its cloud-based Enterprise Imaging platform. Based on crucial strategic decisions, Digital Printing Solutions and Green Hydrogen Solutions boasted strong top line and profitability improvements. But of course it wasn’t all good news in 2024. The accelerated decline of the traditional film markets affected volumes of our medical film and other film products, which largely explains the Group’s top and bottom line performance in 2024. In response to the evolution of the traditional film markets, we initiated a plan to thoroughly reorganize all aspects of our film-related activities. We explicitly wish to express how proud we are of all our teams around the world. In these complex business conditions and often adverse geopolitical and macroeconomic circumstances, they continue to make unyielding efforts to make our transformation a success.
AGFA-GEVAERT ANNUAL REPORT 2024
And a success, it will be. Although we expect that 2025 will still be a transition year, the strategic decisions we have taken in recent years and the steps that still need to be taken, will ultimately allow us to create a future of profitable growth for the Agfa-Gevaert Group. Allow us to elaborate on the major milestones we have already reached, as well as on the path forward. In no more than five years’ time, our HealthCare IT division has achieved a remarkable turnaround, enabling it to make strong positive contributions to the Group's profitability. As we have successfully com- pleted the implementation of the first cloud-based Enterprise Imaging platform in the US, we have estab- lished ourselves as a strong player in this segment of the healthcare IT industry. Based on this technology step-up, we built strong momentum for this business in the past year as we recorded a 32% increase in the full year order intake, mainly based on net new customer contracts. Although it will take some time before this momentum translates in our results, we can be proud of having tremendously improved the value of this business.
In recent years, we also significantly strengthened our Digital Printing Solutions business, also through the acquisition of Inca Digital Printers in 2022. Last year, we grew to critical mass also helped by the global strategic partnership between Agfa and EFI for digital printing equipment. We took additional strides by introducing several groundbreaking Our three main growth drivers showed a strong acceleration of profitable growth, powering the Group in top line and profitability. solutions and by entering the packaging market with our disruptive high-speed SpeedSet Orca 1060 printer. In 2024, the business grew stronger than the Sign & Display market and achieved all-time high revenue and profitability growth. In the coming years, we expect a further strong increase in profita- bility, partly based on increased sales volumes of our various ranges of high-quality inks.
In the field of Green Hydrogen Solutions, our ZIRFON business has evolved from an R&D project to an essential part of our growth strategy. In five years’ time, Green Hydrogen Solutions has become the most profitable business unit of our Group. Our ZIRFON membrane for green hydrogen production is largely recognized as the standard in the market. In 2024, we have successfully scaled up our ZIRFON production capacity and towards the end of this year, we will take a brand new production unit into opera- tion. Even in the current somewhat subdued market, we expect the momentum for Green Hydrogen Solutions to continue in 2025.
Recently, we reached an agreement with our social partners in Belgium on our plan to optimize the cost base of our traditional film activities, align- ing them with market realities. This self-funding program aims to reduce costs by 50 million euro by the end of 2027, with initial savings expected in the second half of 2025. The plan will impact 470 employees in Belgium.
Sustainability is our guiding star for everything we do. It defines how we develop and sell our products and interact with our stakeholders. Growing sustainably In 2024, we continued to strengthen our commit- ment to sustainability, driving long-term value creation across all Environmental, Social, and Governance (ESG) dimensions. Our climate action efforts have been significant, highlighted by the completion of a comprehensive climate risk assessment and the installation of the first energy assets as part of our reinvestment plan, setting the stage for substantial carbon reductions. Alongside these actions, we remained dedicated to minimizing resource use across all aspects of our operations. As we advance our business growth strategy, ESG considerations are becoming increasingly embedded in our business models and processes. Engaging actively with our diverse and resilient workforce, as well as our stakeholders, has been key to listening to their perspectives and informing our decisions. This year was also marked by the preparation of our first sustainability statement following the implementation of the Corporate Sustainability Reporting Directive (CSRD), which involved extensive collaboration across multiple teams within the organization. While challenging, the effort reflects our ongoing commitment to enhancing ESG governance and responding to the growing demand for transparency and account- ability in corporate sustainability.
With a record fourth quarter, the Digital Printing Solutions and Green Hydrogen Solutions activities both reported strong full year top line growth and a step up in profitability. Despite strong top line growth in the fourth quarter, the HealthCare IT division’s full year sales were lower due to the market transition to cloud technology. However, Health- Care IT ended the year with a record 32% increase in order intake. The traditional film activities were under pressure from the declining medical film markets. As a result, our Group’s full year revenue is 1.1% below that of 2023. Mainly driven by the growth engines and in spite of the lower fixed cost coverage in the traditional film activities, our Group’s gross profit margin remained stable at 31.2% of revenue. Adjusted EBITDA amounted to 70 million euro, versus 76 million euro in 2023. The very strong performance of the growth engines, which improved quarter- over-quarter, was counterbalanced by the effects of the market decline for the traditional film activities. We recorded high restructuring expenses related to the film manufacturing reorganization program and the closure of a site in Germany, as well as considerable adjustments related to the impairment in Radiology Solutions. We booked a net loss of 92 million euro.
AGFA-GEVAERT ANNUAL REPORT 2024
In spite of a strong positive free cash flow in Q4 (35 million euro), the full year free cash flow was minus 46 million euro, versus minus 48 million euro at the end of 2023. The negative free cash flow was mainly driven by the strategic transformation of the Group. There was an additional capex investment for growth as well as restructuring related cash outs. In addition, there was an increase in net working capital and there was the expected pension-related cash out. Regarding pension liabilities, the funded status of the four material countries (Belgium, Germany, UK and USA) excluding Belgian DC-plans evolved in 2024 from minus 439 million euro to minus 388 million euro. The improvement of 51 million euro versus 2023 was mainly due to the fact that the employer contributions in Belgium and the benefit payments in Germany were higher than the defined benefit cost.# AGFA-GEVAERT ANNUAL REPORT 2024
| 2020 | 2021 | 2022 (1) Re-presented | 2023 | 2024 | |
|---|---|---|---|---|---|
| PROFIT OR LOSS | |||||
| Revenue | 1,709 | 1,760 | 1,145 | 1,150 | 1.138 |
| Change vs. previous year | -13.5% | 2.9% | - | 0.5% | -1.1% |
| HealthCare IT | 230 | 219 | 244 | 249 | 242 |
| Share of group sales | 14% | 12% | 21% | 22% | 21% |
| Digital Print & Chemicals | 289 | 330 | 372 | 409 | 438 |
| Share of group sales | 17% | 19% | 33% | 35% | 38% |
| Radiology Solutions | 485 | 464 | 461 | 425 | 383 |
| Share of group sales | 28% | 26% | 40% | 37% | 34% |
| Offset Solutions | 704 | 748 | - | - | - |
| Share of group sales | 41% | 43% | - | - | - |
| CONOPS | - | - | 68 | 68 | 75 |
| Share of Group sales | - | - | 6% | 6% | 7% |
| Gross profit | 494 | 497 | 345 | 359 | 353 |
| Results from operating activities | (52) | 9 | (139) | (8) | (48) |
| Net finance costs | (31) | (8) | (18) | (26) | (27) |
| Income tax expense | (15) | (15) | (29) | (16) | (15) |
| Profit (loss) for the period | 621 | (14) | (223) | (101) | (92) |
| Attributable to owners of the Company | 613 | (17) | (221) | (102) | (92) |
| Attributable to non-controlling interests | 7 | 4 | (2) | 1 | - |
| Adjustments and restructuring expenses | 88 | 33 | (138) | (39) | (75) |
| Adjusted EBIT | 36 | 42 | (1) | 31 | 27 |
| Adjusted EBITDA | 99 | 104 | 50 | 76 | 70 |
| CASH FLOW | |||||
| Net cash from (used in) operating activities | (153) | (116) | (100) | (30) | (4) |
| Capital expenditures | (33) | (26) | (33) | (34) | (45) |
| STATEMENT OF FINANCIAL POSITION – DECEMBER 31 | |||||
| Equity | 620 | 685 | 561 | 396 | 324 |
| Current assets minus current liabilities | 952 | 742 | 568 | 404 | 397 |
| Total assets | 2,204 | 2,095 | 1,756 | 1,368 | 1,377 |
| Net financial debt (excl. IFRS16 and excl. pension debt) | (581) | (396) | (134) | (37) | 37 |
| Lease liabilities | 79 | 70 | 62 | 43 | 50 |
| Net financial debt (incl. IFRS 16 and excl. pension debt) | (502) | (325) | (72) | 6 | 87 |
| Liabilities for post-employment and long-term termination benefit plans - net balance sheet position | 956 | 695 | 518 | 457 | 405 |
| Net debt | 454 | 370 | 446 | 463 | 492 |
| SHARE INFORMATION (EURO) | |||||
| Earnings (loss) per share | 3.66 | (0.11) | (1.41) | (0.66) | (0.59) |
| Operating cash flow per share | (0.81) | (0.65) | (0.55) | (0.18) | 0.00 |
| Gross dividend | - | - | - | - | - |
| Number of outstanding ordinary shares with voting rights at year-end | 167,751,190 | 160,438,653 | 154,820,528 | 154,820,528 | 154,820,528 |
| Weighted average number of ordinary shares | 167,751,190 | 165,003,570 | 156,236,319 | 154,820,528 | 154,820,528 |
| EMPLOYEES (AT YEAR END) | |||||
| Full time equivalent permanent (active) | 7,337 | 6,993 | 4,983 | 4,847 | 4,586 |
(1) Compliant with IFRS 5.33, the Company has presented in its Consolidated Statement of Profit or Loss and Comprehensive Income, a single amount comprising the total of the post-tax profit (loss) of discontinued operations and the post-tax profit (loss) on the disposal of net assets constituting the discontinued operations. The Group has sold its Offset Solutions business in April, 2023. Comparative information has been re-presented.
“Here at Agfa, we’re committed to making a positive difference in the lives of our customers, end-users, patients and the planet as a whole. Our innovative, customer-centric approach to digital information systems and imaging, spanning markets as diverse as healthcare, graphics, the industrial specialty sector and energy transition, has been built on nearly 160 of world-class expertise. We are committed to answering the needs of today’s customer while innovating for tomorrow’s world in a responsible, transparent and sustainable way.” – Pascal Juéry, CEO of the Agfa-Gevaert Group
The Agfa-Gevaert Group is a leading company in imaging technology, with nearly 160 years of experience. Agfa develops, manufactures and markets analog and digital systems for the healthcare sector, for the printing industry, for the green hydrogen industry and for specific industrial applications. The Group holds the following divisions: HealthCare IT, Digital Print & Chemicals and Radiology Solutions. In addition, the CONOPS division was established to report on the results related to supply and manufacturing agreements that Agfa signed with its former Offset Solutions division. The Group’s financial reporting is based on this divisional structure.
The Agfa-Gevaert Group’s head office and parent company are located in Mortsel, Belgium. The Group’s largest production and research centers are in Belgium, the United States, Canada, the United Kingdom, Austria and China. Worldwide the Group is commercially active through wholly owned sales organizations in more than 30 countries. In countries where it does not have its own sales organization, the market is served by a network of agents and representatives.
In today’s complex and dynamic healthcare landscape, Agfa HealthCare transforms the delivery of care – supporting healthcare professionals across the globe with holistic, fast, and meaningful engagement with patient images. Agfa HealthCare’s Enterprise Imaging Platform is more than just a technological innovation; it is a transformative tool designed to empower organizations – helping them achieve their goals, unlock their potential, and positively impact patients’ lives every day. By fostering a seamless ‘life in flow’, the Enterprise Imaging Platform creates an exceptional user experience and promotes true empowerment. It builds a connected, collaborative, and scalable community of care, where the secure platform supports multi-specialty ecosystems of digital health solutions. This ensures that patient images are accessible to every member of the care team, driving enhanced performance for healthcare providers while improving business, operational, and financial outcomes.
"Driving positive change for a greener, healthier and brighter future."
The Digital Print & Chemicals division serves a great variety of industries. Building on Agfa’s expertise in chemistry and its deep knowledge of the graphic industry, the division has a leading position in inkjet printing. Agfa supplies sign & display and packaging printing companies with a range of highly productive and versatile wide-format inkjet printers with matched inks, powered by dedicated workflow software. In addition, it develops specialized inkjet printing systems for the laminate and leather industries, as well as high-performance inkjet inks and fluids for a wide variety of industrial inkjet applications, enabling manufacturers to integrate print into their existing production processes. It also offers functional inkjet inks to specific hi-tech industries such as the printed electronics industry. Furthermore, the division supplies high-quality electrolysis membranes to the hydrogen production industry. With these best-in-class, exceptionally reliable ZIRFON membranes, Agfa is in a strong position to power the green hydrogen economy. The product assortment is completed by a range of printable synthetic papers and films for graphics, non-destructive testing, aerial photography and printed circuit board production.
The Radiology Solutions division is a major player in the diagnostic imaging market, providing analog and digital imaging technology to meet the needs of specialized clinicians in hospitals and imaging centers around the world. Agfa’s innovative imaging equipment and its leading MUSICA image processing software set standards in productivity, safety, clinical value and cost effectiveness. Furthermore, its SmartXR portfolio provides radiographers with predictive workflow assistance. With over 160 years of experience, Agfa helps its customers to improve the quality and efficiency of their patient care. With Agfa Radiology Solutions, every image counts.
Early April 2023, the Agfa-Gevaert Group completed the sale of its Offset Solutions division to Aurelius Group.# The new CONOPS division contains results related to supply and manufacturing agreements that the Agfa-Gevaert Group signed with its former division, now rebranded as ECO3. The Agfa-Gevaert Group is a leading company in imaging technology with nearly 160 years of experience.
A total of in 2024 4,765
| Latin America | North America | Europe | Middle East & Africa | Asia Pacific |
|---|---|---|---|---|
| 4% | 16% | 69% | 1.5% | 9.5% |
| 775 employees | 3,294 employees | 65 employees | 442 employees | 189 employees |
| 77.6% | 22.4% |
|---|---|
| Workforce | TOP Management Positions |
| 84.0% | 16.0% |
|---|---|
| Recruitment | Female |
| 78.2% | 21.8% |
|---|---|
| Female | Male |
| Female | Male |
AGFA-GEVAERT ANNUAL REPORT 2024 14
The Agfa Group has major manufacturing and R&D centers around the world. Agfa is commercially active through wholly owned sales organizations in more than 30 countries.
| Manufacturing | R&D | Sales organization |
|---|---|---|
15 AGFA-GEVAERT ANNUAL REPORT 2024
Agfa receives prestigious European Digital Press Association (EDP) awards for two of its recently introduced inkjet innovations: The Anapurna Ciervo H3200 hybrid printer and the SpeedSet Orca 1060 water-based packaging press.
Under the Powerful by Nature baseline, Agfa presents its expanded and rebranded inkjet printer portfolio at the FESPA Global Print Expo. The Jeti Condor RTR5200 roll-to-roll inkjet printer, the Jeti Bronco H3300 hybrid printer and the Anapurna Ciervo H3200 hybrid printer make their global debut. The Onset Grizzly X3 HS and the Jeti Tauro H3300 UHS complete the portfolio, providing printing companies – no matter their market or applications – with ‘a beast for every need’.
Agfa HealthCare announces the signing of a significant new deal with Alliance Medical to implement an advanced cloud-based Enterprise Imaging solution at 120 Alliance Medical sites across the UK.
At UKIO 2024 in Liverpool, Agfa Radiology Solutions showcases its innovative DensityScan tool, powered by the Bone Health software of IBEX Innovations Ltd. DensityScan can turn an ordinary X-ray exam into an opportunity to identify patients at risk of osteoporosis who might benefit from a bone density scan.
Agfa is honored with four Pinnacle Product awards, presented by PRINTING United Alliance, for the Onset Grizzly X HS with autoloader, the 7-color Jeti Tauro H3300 UHS, the Jeti Tauro H3300 UHS with robotic automation, and the Onset 560 ink set.
Agfa HealthCare’s cloud-based Enterprise Imaging solution is selected by a 1.4 million patient North American Regional Health System as its medical imaging solution across the entire region. This solution was selected for its ability to deliver a turn-key platform, thus, solving infrastructure limitations and providing fast access to medical images.
Brazil’s EBSERH university hospital network chooses Agfa’s DR 800 multi-purpose direct radiography X-ray room to bring digital imaging to eight hospitals around the country.
Agfa HealthCare’s Enterprise Imaging solution is selected by the Greek Government for adoption in 37 public hospitals across two health regions in the country.
Agfa HealthCare celebrates the first go-live of its cloud-based Enterprise Imaging platform at a leading US hospital. Introduced to the market at RSNA 2023, Agfa HealthCare’s fully managed SaaS solution streamlines access to imaging data, enabling healthcare providers to make informed decisions faster than ever.
17 AGFA-GEVAERT ANNUAL REPORT 2024
Agfa HealthCare implemented its XERO Exchange Network across five NHS Trusts within South Yorkshire and Bassetlaw, UK. This deployment enables seamless image sharing among the different hospitals in the region.
Agfa HealthCare unveils its next-generation Enterprise Imaging solution with ground-breaking innovations, such as streaming, workflow orchestration, cloud and AI, at RSNA 2024. The Enterprise Imaging Platform is designed to elevate productivity and efficiency, while facilitating growth and collaboration across universal imaging ecosystems.
Self Regional Healthcare brings future-ready Agfa HealthCare Enterprise Imaging Cloud into South Carolina, USA – and is set to transform its imaging capabilities by bringing the advanced capabilities of cloud-based imaging technology.
Stiesdal Hydrogen, a leading innovator in renewable energy technology, selects Agfa’s ZIRFON membrane for use in its dynamic HydroGen alkaline water electrolyzers for green hydrogen production. ZIRFON’s reliability and its capability to ensure efficient and stable operation even under fluctuating renewable energy conditions, play a key role in the decision.
Agfa renews the RecyClass certification for its recycled content in the SYNAPS synthetic paper portfolio. All SYNAPS produced today constitutes at least 15% recycled content.
At RSNA, Agfa Radiology Solutions launches its new XF+ glass-free panel, offering ultra-high resolution, low weight and superior durability, further solidifying its commitment to innovation in diagnostic imaging.
In 2024, Agfa was able to build significant momentum for its Digital Printing Solutions business. Agfa’s ink and equipment ranges for sign & display, packaging and industrial applications continued to convince customers all over the world of their excellent print quality and high production speeds.
19 AGFA-GEVAERT ANNUAL REPORT 2024
20
| ISO 9001 Quality | ISO 13485 Medical devices | ISO 14001 Environment | ISO 27001 Information security | ISO 20000-1 Information technology | ISO45001 Occupational health and safety |
|---|---|---|---|---|---|
Manufacturing
R&D
Sales and Services
Environmental, safety, energy and quality management systems
AGFA-GEVAERT ANNUAL REPORT 2024 21
Sign & display and packaging print service providers, as well as goods-producing industries in need of digital printing, use Agfa’s solutions to print on a wide variety of substrates for an ever-growing range of applications, such as signs, displays, billboards, promotional materials, packaging, leather goods, laminated flooring, and decorative materials.# AGFA-GEVAERT ANNUAL REPORT 2024
| 2024 | 2024 | 2024 | 2024 | |
|---|---|---|---|---|
| Revenue (million euro) | 1,138 | |||
| Adjusted ebitda (1) (million euro) | 70 | |||
| Adjusted ebit (1) (million euro) | (92) | |||
| Result for the period (million euro) | 27 |
Share of Group revenue 2024 by division
* Digital Print & Chemicals 38%
* CONOPS 7%
* Radiology Solutions 34%
* HealthCare IT 21%
Share of Group revenue 2024 by region
* Europe 38%
* Latin America 6%
* Nafta 26%
* Asia, Oceania, Africa 30%
(1) Adjusted EBIT/EBITDA with the deduction of adjustments and restructuring expenses reconciles to ‘Results from operating activities’ (EBIT) / EBITDA.
| 2023 | 2023 | 2023 | 2023 | |
|---|---|---|---|---|
| Revenue (million euro) | 1,150 | |||
| Adjusted ebitda (1) (million euro) | 76 | |||
| Adjusted ebit (1) (million euro) | (101) | |||
| Result for the period (million euro) | 31 |
With a record Q4, Digital Printing Solutions and Green Hydrogen Solutions both reported strong full year top line growth and a step up in profitability. Despite strong top line growth in Q4, HealthCare IT’s full year sales were lower due to the market transition to cloud technology. The traditional film activities were under pressure from the declining medical film markets. As a result, the Group’s full year revenue is 1.1% below that of 2023.
Mainly driven by the growth engines and in spite of the lower fixed cost coverage in the traditional film activities, the Group’s gross profit margin remained stable at 31.2% of revenue. Adjusted EBITDA amounted to 70 million euro (6.1% of revenue) based on a very strong performance of the growth engines, which improved quarter-over-quarter. This was counterbalanced by the effects of the market decline for the traditional film activities.
Mainly due to the increased service contribution and a higher contribution of own IP software in total sales, the HealthCare IT division’s gross profit margin improved from 46.5% in 2023 to 48.8%, which is an all-time high FY percentage for this division. The adjusted EBITDA margin evolved from 12.5% to 13.6%, with a markedly strong performance in the fourth quarter of the year.
Despite the rising silver cost, the Digital Print & Chemicals division’s gross profit margin improved from 27.1% of revenue in 2023 to 29.0% of revenue. This was partly driven by the successful pricing actions for film activities. Mainly based on the strong performance of Green Hydrogen Solutions and Digital Printing Solutions, the division’s adjusted EBITDA margin increased from 4.6% in 2023 to 7.0%.
Profitability of the Radiology Solutions division was impacted by the volume decrease for medical film and costs related to manufacturing inefficiencies. This was partly offset by measures to control costs and to streamline the business. Driven by a particularly strong fourth quarter, profitability improved in Direct Radiography and Computed Radiography. As a result, the division’s gross profit margin decreased from 31.4% of revenue in 2023 to 27.8%. The adjusted EBITDA margin decreased from 8.8% of revenue in 2023 to 4.1%.
The Agfa-Gevaert Group’s adjustments and restructuring expenses resulted in a charge of 75 million euro versus 39 million euro in 2023. Of the approximately 38 million euro in restructuring expenses, 32 million euro were related to the film manufacturing reorganization program and 5 million euro to the closure of a site in Germany. Adjustments accounted for about 37 million euro, of which 22 million euro was related to the impairment in Radiology Solutions.
The net finance costs remained stable and amounted to 27 million euro. An increase in net interests on financial liabilities was counterbalanced by less pension interests, less interest on derivatives and a more positive exchange and revaluation result.
Income tax expenses amounted to 15 million euro, versus 16 million euro in 2023.
Mainly driven by the high restructuring expenses in Q4 and the adjustments related to the impairment in Radiology Solutions, the Agfa-Gevaert Group posted a net loss of 92 million euro.
| 2024 | 2023 | 2024 | 2023 | |
|---|---|---|---|---|
| 1,138 | 1,150 | 70 | 76 | |
| (92) | (101) | 27 | 31 | |
| 37 | 37 | (48) | (46) |
At the end of 2024, total assets were 1,377 million euro, compared to 1,368 million euro at the end of 2023. In 2024, the equity amounted to 324 million euro, against 396 million euro at the end of 2023.
Working capital evolved from 27% of revenue at the end of 2023 to 29% at the end of 2024. In absolute numbers, working capital evolved from 317 million euro at the end of 2023 to 335 million euro.
In spite of a strong positive free cash flow in Q4 (35 million euro), the full year free cash flow was minus 46 million euro, versus minus 48 million euro at the end of 2023. The negative free cash flow was mainly driven by the strategic transformation of the Group. There was an additional capex investment for growth as well as restructuring related cash outs. In addition, there was an increase in net working capital and there was the expected pension-related cash out.
In 2024, the funded status of the four material countries (Belgium, Germany, UK and USA) excluding Belgian DC-plans evolved from minus 439 million euro to minus 388 million euro. The improvement of 51 million euro versus 2023 was mainly due to the fact that the employer contributions in Belgium and the benefit payments in Germany were higher than the defined benefit cost. For 2025, the net interest cost will decrease by 1 million euro to 13 million euro due to a lower discount rate and a lower defined benefit obligation in the eurozone. The service cost will decrease by 2 million euro to 9 million euro because of a decreased membership in Belgium and Germany. The total cash out for 2025 is expected to decrease versus 2024 by 3 million euro to 48 million euro due to less contributions (Belgium).
Net financial debt excluding IFRS 16 and excl. pension debt evolved from a net cash position of 37 million euro at the end of 2023 to 37 million euro net debt at the end of 2024. At the end of 2024, the leverage ratio ( net debt / adjusted EBITDA ) was 0.7 versus covenants of maximum 3. The interest coverage ratio ( adjusted EBITDA /interest expense) was at 12.3 versus covenants of minimum 5.
Net financial debt including IFRS16 and excluding pension debt evolved from a net debt position of 6 million euro at the end of 2023 to 87 million euro net debt position at the end of 2024.
| Statement of financial position (million euro) | 2023 | 2023 | 2024 | 2024 |
|---|---|---|---|---|
| non-current assets | 793 | 792 | ||
| current assets | 576 | 583 | ||
| equity | 396 | 324 | ||
| liabilities | 972 | 1,053 |
(1) The sum of non-current and current liabilities to banks excluding non-current and current lease liabilities, including bank overdrafts minus cash and cash equivalents.
(1) The sum of ‘Net cash from/(used in) operating activities’ and ‘Net cash from/(used in) investing activities excluding the impact of ‘Acquisitions of subsidiaries, net of cash acquired’, ‘Interests received’ and the ‘Net cash from/(used in) operating and investing activities that relates to discontinued operations’.
(1) The sum of inventories plus trade receivables plus contract assets minus contract liabilities and minus trade payables.
| Working capital (1) (million euro/% of revenue) | 2023 | 2024 |
|---|---|---|
| 317 | 335 | |
| 27% | 29% |
| Net financial debt (excl. IFRS 16 and excl. pension debt ) (1) (million euro) | 2023 | 2024 |
|---|---|---|
| 37 | 37 |
| Free cash flow (1) (million euro) | 2023 | 2024 |
|---|---|---|
| (48) | (46) |
Net financial debt including IFRS 16 plus liabilities for post-employment and long-term termination plans – net balance, evolved from 463 million euro at the end of 2023 to 492 million euro at the end of 2024. The net liability for post-employment and long-term termination plans has decreased in 2023 and 2024 by 61 million euro, respectively 52 million euro. Further information on this positive evolution is disclosed in note 13 of the Financial Statements. For an explanation of the cash consumption in 2023 and 2024 and the resulting evolution in Net financial debt, we refer to note 6.5 of the Financial Statements.
The Agfa-Gevaert Group expects that the growth engines will continue to perform strongly in 2025. As usual, due to seasonality reasons, a slower start of the year is expected, followed by a stronger second half. This outlook is based on the current economic environment.
A part of the outstanding receivable in connection with the sale of the Offset Solutions division to Aurelius Group is still under discussion. The issue has been submitted to an independent expert, who will have to establish the final purchase price. The Company has no visibility as to when the independent expert will conclude the report and the outcome of the conclusion.
The program to adjust the cost base of the film-related activities to the reality in the market is on track. The program is expected to be cash accretive and to reduce the cost base by 50 million euro by the end of 2027. The first savings are expected to materialize in the second half of 2025.
Grow, Work, Life — In Balance
Agfa HealthCare is transforming the delivery of care – supporting healthcare professionals across the globe with holistic, fast, and meaningful engagement with patient images.# Agfa HealthCare
A renowned ‘Empowerer’ of the healthcare com- munity, Agfa HealthCare was one of the first in the industry to build an Enterprise Imaging Platform from the ground up. Today, the constantly evolving and unified Enterprise Imaging Platform supports its clients with rapid, frictionless access, up-to-the- moment collaboration and a comprehensive view of patients – all harnessed in a system which is designed to empower radiologists and clinicians. Agfa HealthCare embodies the ethos of ‘life in flow”, pro- viding solutions that not only enhance radiologists’ performance, but also help them to thrive profession- ally with a Grow, Work, Life – In Balance approach – where their wellbeing is not compromised.
“At Agfa HealthCare, we go beyond delivering technology; we are a strategic partner focused on customer success. Trust anchors our proactive collaboration as we align on long-term visions and drive technology adoption. By sharing expertise, we help support impactful operational outcomes and anticipate future challenges. Our goal is to grow together, becoming an extension of our customers’ teams. Relentlessly committed, we prioritize tangible successes and enduring partnerships that help navigate the unknown with confidence.”
Nathalie McCaughley , President Agfa HealthCare
| MILLION EURO | FY 2024 | FY 2023 | % change |
|---|---|---|---|
| Revenue | 242 | 249 | -3% |
| Adjusted EBITDA (*) | 32.9 | 31.2 | 5.5% |
| % of revenue | 13.6% | 12.5% | |
| Adjusted EBIT (*) | 25.4 | 24.1 | 5.6% |
| % of revenue | 10.5 % | 9.7% |
(*) Before adjustments and restructuring expenses
Mainly based on cloud-related contracts with high-profile new customers, HealthCare IT recorded a record 32% increase in order intake in 2024, starting from 124.6 million euro the year before to 164.8 million euro. 27% of total 2024 full year order intake is cloud-related. Net new customers represent 33% of total order intake . 66% of total order intake is related to project contracts and 34% to recurring revenue contracts. As expected and as a result of to the market transition to cloud technology, the division’s top line decreased by 3.0% versus 2023. Recurring revenue however, grew by 4% and now amounts to 57% of the total revenue. Mainly due to the increased service contribution and a higher contribution of own IP software in total sales, HealthCare IT’s gross profit margin improved from 46.5% in 2023 to 48.8%, which is an all-time high full year percentage for this division. The adjusted EBITDA margin evolved from 12.5% to 13.6%, with a markedly strong performance in the fourth quarter of the year.
Diagnostics are the backbone of any hospital, with medical imaging often serving as a critical piece of information needed to make confident diagnoses and initiate timely patient treat- ment. Whether addressing emergencies, conducting routine check-ups, or managing long-term conditions, patients expect members of their care team to have seamless and fast access to their images and reports. In today’s dynamic healthcare landscape, health systems are expanding, forging new partnerships, managing rising patient volumes, and integrating innovative technologies. These advancements come at a time when burnout in radiology is increasing, compounded by staff shortages, placing unprece- dented demands on personnel, resources, and infrastructure. Amid these challenges lies an opportunity to simplify pro- cesses, enhance clinical collaboration, and improve workflow efficiency. By reducing complexity, healthcare providers can deliver seamless care, foster effortless collaboration, and achieve operational excellence, all while prioritizing patient outcomes. This is where Agfa HealthCare steps in – providing solutions designed to meet these demands and empower the future of healthcare.
Agfa HealthCare’s Enterprise Imaging is designed to build a connected, collaborative, and scalable community of care. Its single platform makes this a reality by providing multi-specialty eco-systems of digital health solutions. There, images are available to all members of the care team – no matter where they are – driving an improved patient experience across the Imaging Health Network, whilst helping to improve business, operational and financial outcomes. Seamlessly co-joining departments across geographies, Agfa HealthCare focuses on creating an exceptional experience and true empowerment – enabling a Grow, Work, Life – in Balance for its medical stakeholders.
At RSNA 2024, Agfa HealthCare introduced a number of next-generation technologies, e.g. in the fields of cloud, network radiology, workflow orchestration and AI. These technologies break down imaging barriers, foster growth and seamless integration, and empower radiology networks through enhanced connectivity. By enabling teams to be more productive – without added stress – Agfa HealthCare helps to achieve success without limits.
In addition to these honors, Agfa HealthCare demonstrated a strong performance as reported in the KLAS Research Latin America PACS 2024 report. In the Spanish-speaking Latin American and Caribbean regions, the Company was named market leader for its Enterprise Imaging for Radiology solution, recognized for its reliability, ease of use, and robust customer support. Following the successful relaunch of its activities in Brazil, Agfa received praise from KLAS interviewees for the reliability and value of its solutions.
The 2024 Best in KLAS report showcases the top- performing healthcare IT solutions, as determined through extensive evaluations and insights from thousands of healthcare providers. These awards reflect Agfa HealthCare’s unwavering focus on delivering innovative solutions and exceptional service to its customers worldwide.
Agfa HealthCare has been honored with two highly esteemed awards in the 2024 Best in KLAS report.
Agfa HealthCare has secured the top spot in the KLAS Universal Viewer (Imaging) category. This recognition reaffirms the company’s commitment to delivering client-centric, cutting-edge solutions tailored to meet the evolving needs of the US imaging market and beyond.
Agfa HealthCare’s Enterprise Imaging for Radiology solution has also achieved the number one rank in the PACS Middle East/Africa category. This award highlights Agfa’s dedication to delivering high-value solutions and exceptional support to customers in the region.
Based on its next-generation solutions, Agfa HealthCare built significant momentum in 2024, achieving several new Enterprise Imaging contracts with leading healthcare organizations worldwide. In the United States, multiple luminary healthcare institutions have adopted Agfa HealthCare’s solutions. Most of these net new wins are cloud-based solutions, underscoring the growing shift towards cloud technology and building on the momentum of Agfa’s Enterprise Imaging Cloud. These net new wins mark a notable expansion of Agfa HealthCare’s US footprint.
the largest EI experience across the industry. Agfa HealthCare’s Enterprise Imaging Platform is live in over 1,000 healthcare sites across the world. The company’s XERO Universal Viewer supports the extended care collaboration in close to 800 care organizations, and the VNA installations amount to 170+. Users of these technologies include some of the world’s largest and most prestigious healthcare providers. As one of the longest-standing Imaging IT companies worldwide, Agfa HealthCare pioneered Enterprise Imaging over 10 years ago, and is proud of having 1,000+ Enterprise Imaging installs
In a significant leap forward for healthcare technology in southwestern South Carolina, Self Regional Healthcare is set to transform its imaging capabilities by adopting Agfa HealthCare’s Enterprise Imaging Cloud. This partnership brings the advanced capabilities of cloud-based imaging technology, into the Self Regional Healthcare system. Agfa HealthCare Enterprise Imaging Cloud, a fully managed software-as-a-service (SaaS), will provide Self Regional with a cutting-edge imaging management platform. This platform combines the best finan- cial and clinical benefits of a managed SaaS, including better cost control, fast scalability, high reliability, automatic software updates, and a carefree operating lifecycle. Agfa HealthCare manages Enterprise Imaging Cloud on Amazon Web Services (AWS), allowing Self Regional to benefit from the robust security associated with AWS.
“Enterprise Imaging Cloud will address several major challenges for us. We wanted to simplify image access and management for our clinicians, and we knew that the ideal forward-thinking solution would give our physicians and clinical staff a single view of all data together, including radiology, breast imaging, cardiology, ultrasound, nuclear medicine, and more. Enterprise Imaging Cloud gives us all of that, and a whole lot more.”
Andy Hartung, CIO at Self Regional Healthcare
Agfa HealthCare’s Enterprise Imaging Platform has been appointed by Groupe santé CHC in Liege for its entire medical imaging department, to be deployed across its four hospitals and eleven sites. This 10-year contract includes the supply, installation, commissioning and maintenance of Enterprise Imaging for Radi- ology and the Enterprise Imaging VNA, which will be used for hospital imaging across various clinic and polyclinic sites – with the entire department performing more than 400,000 examinations each year.# AGFA-GEVAERT ANNUAL REPORT 2024
“Our strategic plan, Pulse, was launched in 2021 to enable us to address both the benefits and challenges for healthcare organizations now and in the future. This includes ensuring that the radiologists at all our hospi- tals have access to the latest generation of high-performance, innovative equipment, so that the best examinations can be carried out under the best possible conditions at each site. Enterprise Imaging will support that goal, by facilitating our medical imaging department to maximize its effi- ciency, and reach the upper limits of its potential.”
Dr. François Dister, Head of Groupe santé CHC’s medical imaging department
Agfa HealthCare was selected to install an advanced cloud-based Enterprise Imaging Platform across all of Alliance Medical’s UK sites. The project aims to streamline the entire patient pathway, establishing a robust and lasting partnership between Agfa HealthCare and Alliance Medical. A trusted partner for the NHS, Alliance Medical delivers imaging services across 46 static sites and 64 mobile scanners.
“The partnership will play a key role in enabling us to achieve our strategic vision, on behalf of our patients and stakeholders, and will support our commitment to integrating diagnostics into existing care pathways. Agfa HealthCare’s solution really led from the front, and the digital ecosystem they brought together will deliver the experience, knowledge and innova- tion needed to create a complete cloud-based solution which covers the entire end-to-end patient pathway.”
Pete Winchester, UK Managing Director at Alliance Medical
Agfa HealthCare’s Enterprise Imaging Platform has been selected by the Greek Government for adoption in 37 public hospitals across two health regions in Greece. The contract was awarded via Agfa HealthCare’s Greek Partners, Computer Solutions and Intracom Telecom. The collective aim of the project is to modern- ize hospital operations and significantly reduce operating costs through advanced technological solutions.
“Our strong local presence and deep understanding of the healthcare landscape in Greece have been instrumental in forming this partnership. We are excited to work alongside Agfa HealthCare to deliver a solution that will significantly improve the operational capabilities of public hospitals in the region.”
Spyros Pazianas, CEO at Computer Solutions
Based on Agfa HealthCare’s Enterprise Imaging Platform, RedSalud will establish a nationwide care network. The integration of state-of-the-art tools, including task management, workflow orchestration and cloud platforms, marks a pivotal step in revolutionizing healthcare in Chile. Private health network Red- Salud counts over 30 medical centers, 40 dental centers and nine hospitals across the country.
“Agfa HealthCare has some of the most modern systems in the world. We hope that this new system will contribute to achieving a better flow throughout the entire imaging process and improve the experience of both the doctor and patients. This system also opens up great potential for the use of Artificial Intelligence to help medical diagnosis.”
Daniel de la Maza, CIO for RedSalud
Agfa’s Digital Print & Chemicals division is a leading supplier of digital printing solutions for the printing markets, as well as innovative solutions for the green energy economy, and various other industrial sectors. In digital printing, Agfa provides cutting-edge inkjet printing solutions – equipment, con- sumables, software and services – designed for high-quality, efficient production in the sign & display, packaging and a broad range of other industrial markets.
| MILLION EURO | FY 2024 | FY 2023 | % change | |
|---|---|---|---|---|
| Revenue | 438 | 409 | 7.2% | |
| Adjusted EBITDA (*) | 30.8 | 18.6 | 65.2% | |
| % of revenue | 7.0% | 4.6% | ||
| Adjusted EBIT (*) | 13.6 | 2.6 | 425.7% | |
| % of revenue | 3.1% | 0.6% | ||
| (*) Before adjustments and restructuring expenses |
To support the green energy transition, the division offers innovative membranes for green hydrogen production, contributing to a radically greener future. In Specialty Films & Chemicals, Agfa delivers a comprehensive portfolio of films, coated products, and chemicals to meet the needs of diverse industries.
"In 2024, we expanded our business across digital printing, green hydrogen solutions, and specialty films & chemicals, and introduced multiple innovations in inkjet printing. We strength- ened our offerings through continued research and development, and welcomed talented new colleagues from around the globe. Looking ahead, we will build on this momentum, by driving innovation and by embedding sustainability into our product designs, to stay at the forefront of our industries and continue to deliver excellence to our customers.”
Vincent Wille , President Digital Print & Chemicals
The Digital Print & Chemicals division’s top line grew by 7.2%, mainly driven by continued growth for Green Hydrogen Solutions and Digital Printing Solutions. Despite the rising silver cost, the division’s gross profit margin improved from 27.1% of revenue in 2023 to 29.0% of revenue. This was partly driven by the successful pricing actions for film activities. Mainly based on the strong performance of Green Hydrogen Solutions and Digital Printing Solutions, the division’s adjusted EBITDA margin increased from 4.6% in 2023 to 7.0%.
The Digital Printing Solutions business posted record top line and EBITDA results in 2024. In 2024, the business saw a gradual quarter-on-quarter acceleration of top line growth versus the previous year, resulting in a growth by 13%. This clearly shows the success of the growth strategy for these activities. Agfa expects to build further momentum with its digital printing portfolio for the sign & display market segment in 2025, based on recent product launches and on the global strategic partnership between Agfa and EFI for digital printing equipment. Furthermore, Agfa made solid progress in the industrial and packaging segment of the market. This business will start to contribute as of 2025.
Ink top line grew by 15%, also driven by the success of the ongoing program to convert former Inca customers to Agfa’s ink sets. Sales of the ZIRFON membranes for renewable-powered green hydrogen production grew by 27% versus 2023. Overall market momentum is improving with increasing interest in alkaline water electrolysis projects for green hydrogen; important investments expected to be launched in Europe on the back of reinforced or continued support mechanisms (IPCEI, Hydrogen Bank, H2Global) and further implementation of EU legislation. Agfa continued to expand its customer base based on the rising interest in Asia, resulting in a first major customer in India. The establishment of a new industrial-scale ZIRFON production plant in Mortsel, Belgium is on track. In September 2024, a new ZIRFON lab was taken into operation in Mortsel.
Inkjet technology has become a leading alternative to traditional printing methods such as screen, offset, gravure, and flexo printing. As a digital solution, it enables unparalleled personalization, shorter print runs, and just-in-time production, empowering businesses to diversify their offerings while mini- mizing lead times, waste, and working capital requirements.
Agfa has been developing and manufacturing state-of-the-art inkjet printing solutions for over two decades, driving the adoption of inkjet printing across various industries. By actively partnering with printing as well as goods-producing companies, Agfa strives to design printing innovations that meet their needs and empower them to become more versatile and efficient. Sign & display and packaging print service providers, as well as goods-producing industries in need of digital printing, use Agfa’s solutions to print on a wide variety of substrates for an ever-growing range of applications, such as signs, displays, billboards, promotional materials, packaging, leather goods, laminated flooring, and decorative materials. For sign & display, and packaging printing companies, Agfa offers an extensive portfolio of perfectly matched printers, inks and software. Whatever markets or applications, whether seeking high produc- tivity, quality or versatility, Agfa has the right printing solution.
Named after formidable animals, these inkjet printers are powerful by nature, each with unique strengths built into its design. In addition, various goods-producing industries integrate Agfa’s inkjet inks and fluids in their production process, enabling differentiation, speeding up time-to-market, and enhancing cost-effectiveness.
Set to be a gamechanger in the packaging printing market, the SpeedSet Orca 1060 printer merges the robustness and print excellence of an offset press with the compel- ling attributes of inkjet printing. With speeds of up to 11,000 B1 sheets per hour, it offers offset-like print quality yet boasts shorter setup times, reduced material waste, and efficient variable data printing. Unveiled in December 2023, the first-ever SpeedSet Orca 1060 water-based inkjet printer was successfully installed at The Delta Group in 2024, producing high-quality packaging prints at killer speeds.
Under the ‘Powerful by Nature’ baseline, Agfa presented its expanded, enhanced and rebranded inkjet printer portfolio at the FESPA Global Print Show in Amsterdam.# Digital Print & Chemicals
On top of some of the already proven wide-format inkjet technology such as the Jeti Tauro and the Onset Grizzly, three brand-new beasts were introduced to the market: Anapurna Ciervo H3200 3.2 m hybrid inkjet printer, Jeti Bronco H3300 3.3 m hybrid UV LED inkjet printer, and Jeti Condor RTR5200 HS 5.2m roll-to-roll inkjet printer.
Early 2024, Agfa and EFI announced that they had entered into a global strategic partnership aimed at leveraging each other’s cutting-edge technologies. The collaboration between two industry leaders marked a significant milestone in the wide-format inkjet printing arena. Within the framework of the partnership, Agfa integrated EFI’s roll-to-roll system into its offerings, while EFI incorporated Agfa’s high-end hybrid inkjet printers into its suite of solutions.
Agfa develops and produces its inkjet inks in-house, ensuring that they are perfectly tuned to both the printers they are used in and to specific materials and printing applications. This guarantees the highest print quality, most reliable and consistent performance, as well as the lowest ink consumption. Agfa’s inks are compliant with health and environment standards, including GREENGUARD Gold, which means they meet some of the world’s most stringent chemical emission standards and can be used in sensitive indoor environments such as schools and healthcare facilities.
Efficiency and automation are keywords in today’s printing companies. Agfa’s high-end printers come with advanced automation options for loading and unloading printing substrates, including robots. Also adding to a more automated production process is Agfa’s workflow software, which streamlines digital printing workflows by limiting manual interventions (and thus errors), printer idle time and media waste. An intuitive production overview dashboard allows for efficient planning and follow-up of jobs.
Last but not least, Agfa attaches great importance to providing excellent services to its printing customers. The company has an expert team of highly skilled engineers across the globe, in addition to online monitoring tools, allowing for fast remote interventions. Advanced training programs and feedback sessions make sure that printing companies are confident in using the Agfa solutions and always remain up to date.
Supported by recent product launches and a strong interest for its ink sets, as well as the EFI partnership, Agfa was able to build significant momentum for its Digital Printing Solutions business. In 2024, Agfa’s ink and equipment ranges for sign & display, packaging and industrial applications continued to convince customers all over the world of their excellent print quality and high production speeds.
Freestyle Designs became the first UK customer of the Anapurna Ciervo H3200, Agfa’s new versatile wide-format inkjet printer that proved just perfect to tackle their wide range of print applications, including signage, hoardings, shop fascias, wall graphics and vehicle wraps. With the new engine, print quality has improved at higher speeds and lower ink consumption, and the company is now able to handle work in-house that they couldn’t do before.
“We needed a printer that could handle larger materials at higher print speeds. We began to look into machines that could handle up to 3m wallcoverings without seams. Ultimately, we went with the new Anapurna Ciervo because it was faster and used less ink. We were also impressed by the quality, perfect for some of our detailed work.”
Jayson Godridge, Owner Freestyle Designs
After the successful public introduction of the SpeedSet Orca 1060 in December 2023, the Delta Group was the first to sign for Agfa’s water-based packaging printer. The SpeedSet Orca 1060 is a gamechanger in the folding carton market. Thanks to its high production speeds, flexibility and versatility, the press allows companies to accept smaller jobs and deliver them faster than ever before. The Delta Group, one of the largest printing companies for retail, is a winner of multiple sustainability awards in the last years. The SpeedSet’s water-based inkjet technology fits perfectly in the company’s sustainability vision.
“We were excited to get our hands on the first SpeedSet Orca 1060 in the world in our plant. We will be pushing it to the limit and expect great things from the press.”
Martin Ship, COO of The Delta Group
Flower City Group, a prominent retail marketing display provider, revolutionized its operations with Agfa’s Onset Grizzly X3 HS, boosting production efficiency. The printer’s 24/7 capability, quick media change-overs, and consistent output enable FCG to deliver high-quality retail signage projects for national brands faster and more cost-effectively, improving turnaround times.
“The Onset Grizzly X3 HS has transformed our operations, enabling us to deliver retail signage projects for national brands more quickly, consistently, and cost-effectively, which is critical for maintaining our competitive edge.”
Steve Schuld, CEO Flower City Group
Calcomanías Tradicionales, a leading Mexican printing company established in the 1980s, has long been recognized for its commitment to innovation and quality. As the company expanded, it sought out cutting-edge technology to meet the demands of industries such as automotive and advertising, where precision and innovation are non-negotiable. Agfa’s Jeti Tauro has seamlessly integrated into their operations, providing both speed and reliability.
“The Jeti Tauro’s hybrid capabilities allow us to print on rigid substrates and roll-to-roll, making it an incredibly dynamic tool for our production needs. With Agfa producing the machine, software, and inks, the entire workflow is 100% optimized.”
Raúl Salgado, Sales Director Calcomanías Tradicionales
Agfa’s inkjet printing solutions clinched four Pinnacle Product Awards from PRINTING United Alliance. The awards celebrate outstanding products that drive advancements in quality, capability, and productivity within the printing industry. PRINTING United Alliance is the most comprehensive member-based printing and graphic arts association in the United States.
The award-winning solutions were:
Agfa proudly received two prestigious EDP Awards for two of its recently introduced inkjet innovations. Each year, a panel of independent experts of the European Digital Press Association (EDP) reviews printing products that are new to the European market, evaluating them in terms of productivity, quality, usability, cost, and environmental impact – granting awards to the most groundbreaking ones.
The award-winning solutions were:
With its best-in-class ZIRFON membranes for green hydrogen production, Agfa is in a strong position to help power the green energy transition. Agfa’s membranes are an essential part of electrolysis technologies for green hydrogen production. ZIRFON is a high-efficiency separator for use in advanced alkaline water electrolysis systems (separating water into oxygen and hydrogen) with exceptional stability and safety, even in the dynamic power supply environment of renewable energies. ZIRFON membranes enhance both the efficiency and reliability of electrolyzers and bring down the cost of green hydrogen production. The ZIRFON membrane is the preferred choice of developers of industrial green hydrogen production facilities, allowing for superior performance and reliability vs. traditional separators that include felt or asbestos. A study by the Fraunhofer Institute confirms that ZIRFON-enabled alkaline electrolysis is the most cost-efficient industrial hydrogen production technology to date.
In the course of 2023, Agfa started to build a new industrial-scale production plant for ZIRFON membranes at its Mortsel site in Belgium. This will allow the Group to meet rising demand for sustainable and efficient hydrogen production. Entry in operation of the plant is foreseen for October 2025. As the project is fully in line with the EU’s ambitions to build a strong European hydrogen economy, Agfa was awarded an 11 million Euro grant from the prestigious EU Innovation Fund. In September 2024, Agfa also took a new ZIRFON lab into operation in Mortsel.
Agfa is a member of various associations and alliances that promote hydrogen as important building block of a zero-emission future, including the Hydrogen Council, the European Clean Hydrogen Alliance, Hydrogen Europe and WaterstofNet. Agfa joined the Hydrogen Council as a supporting member on January 1, 2024.# AGFA-GEVAERT ANNUAL REPORT 2024
The Hydrogen Council is a global CEO-led initiative that brings together leading companies with a united vision and long-term ambition for hydrogen to foster the clean energy transition. More on the Hydrogen Council: www.hydrogencouncil.com
Agfa joins the Hydrogen Council
In 2024, sales for ZIRFON membranes continued to grow strongly. Over 130 active customers are now using ZIRFON membranes. Agfa continued to expand its customer base based on the rising interest in Asia, which already resulted in a first major commercial agreement with a customer in India.
Stiesdal Hydrogen, a leading innovator in renewable energy technology, has selected Agfa’s ZIRFON membrane for use in its dynamic HydroGen alkaline water electrolyzers (AWE) for green hydrogen production. Stiesdal Hydrogen’s alkaline water electrolyzers are designed for dynamic performance, featuring rapid ramp-up and ramp-down capabilities that make them ideal for pairing with fluctuating renewable energy sources such as wind and solar. At the core of these systems is Agfa’s ZIRFON membrane, a vital component that enables efficient operation under intermittent conditions. Stiesdal selected ZIRFON for its demonstrated efficiency, reliability, and outstanding gas barrier properties.
“We selected Agfa’s ZIRFON membrane for our HydroGen elec- trolyzers because it is recognized for its market-leading durability and outstanding performance in alkaline water electrolysis. Its renowned properties and long-term reliability make it an ideal fit for our dynamic systems, ensuring efficient and stable operation even under fluctuating renewable energy conditions.”
Bo Birkemose, Head of Strategic Partnering, Stiesdal Hydrogen
In 2024, Agfa strengthened its collaboration with VITO, a global technology development center. VITO and Agfa will work together on developing novel porous gas separator mem- branes to improve electrolyzer performance and reduce the overall hydrogen production costs. In 2007, the collaboration between Agfa and VITO resulted in the commercial launch of the first generation of ZIRFON membranes.
Agfa develops and manufactures specialty chemicals for promising growth markets, such as conductive polymers for use in hybrid and electric cars. Furthermore, the company markets products for a variety of applications including printed circuit boards, synthetic paper, security documents, non-destructive testing and aerial photography. Through AgfaLabs, the company offers analytical, process development and tolling services.
Agfa is a recognised expert in the field of conductive polymers for use in antistatic protection layers for films and components as well as trans- parent electrodes. Based on these products, Agfa has further developed its conductive ORGACON product line of printing inks, pastes and formulations used in electronic devices and in – among other applications – capacitive sensors, touch screens and membrane switches.
Agfa is a leading man- ufacturer of phototooling film for the production of printed circuit boards (PCB). Manufacturers of electronics use the film to transfer the circuitry layout onto a copper laminate. As inkjet printing is identified as the technology for making PCB noticea- bly more efficient and environmentally friendly, Agfa is focusing its R&D efforts on the development of inkjet inks for the pro- duction of PCBs. These inks are marketed under the DiPaMAT brand and include etch resist, legend and solder mask inks. Agfa’s photooling films and inks also find their application in chemical milling for the manufacturing of small mechanical parts and in metal decoration.
Agfa develops and markets a range of synthetic paper types as alternatives to laminated paper for applications with high demands on durability. Branded SYNAPS, the papers are valued for their print efficiency thanks to exceptionally quick ink acceptance and their water repellence and resistance to tearing and UV light. SYNAPS papers can be printed with standard inks on offset presses as well as liquid and dry toner digital printers. They are suitable for a wide variety of applications, including labels, indoor and outdoor displays, signage, and promotion printing.
Agfa produces high-quality X-ray film for non-destructive testing of – among others – welds in pipelines, steel structures and fuselages. When Agfa divested its NDT business group to the General Electric Company (GE) in 2003, both parties signed a long-term agreement under which Agfa continues to supply X-ray film to GE Inspection Technologies (now Baker Hughes/Waygate Technologies). Agfa now acts as the exclusive manufacturer of Baker Hughes/Waygate Technologies’ NDT X-ray films and related chemicals.
For the aerial photography industry, Agfa supplies films, chemicals, and photo paper.
AgfaLabs offers analytical, process development and tolling services in a multidisciplinary approach by highly trained staff in well-equipped labs, pilot and industrial facilities. The AgfaLabs website (www.agfa.com/agfa-labs/) contains case studies that show how Agfa assists companies in tackling challenges in various application fields.
The Speedset Orca 1060 printer merges the robustness and print excellence of an offset press with the compelling attributes of inkjet printing. Set to be a gamechanger in the packaging printing market, the Speedset Orca produces high-quality packaging print at a speed of up to 11,000 B1 sheets per hour.
"We are committed to looking beyond image quality, into the full X-ray experience. When the first X-ray is ‘right,’ you reduce reta- kes, making the radiographer’s workflow smoother and more sa- tisfying, while the patient receives less radiation. With AI helping to identify pathologies and diseases, we provide greater diagnos- tic value, ensuring the radiologist gets high-quality images with the information needed more quickly. That’s the story behind 'one image is all it takes'."
Jeroen Spruyt , President Agfa Radiology Solutions
Each week, almost three million radiographic exams are carried out around the world with equipment from Agfa’s Radiology Solutions division. Agfa Radiology Solutions makes every one of those images count. It does this by using the power of intelligent technol- ogy to make sure radiologists get the accurate and high-quality diagnostic information they need, from the first X-ray taken. One image is all it takes.
| MILLION EURO | FY 2024 | FY 2023 | % change |
|---|---|---|---|
| Revenue | 383 | 425 | -9.8% |
| Adjusted EBITDA (*) | 15.9 | 37.5 | -57.7% |
| % of revenue | 4.1% | 8.8% | |
| Adjusted EBIT (*) | 0.7 | 18.8 | -96.3% |
| % of revenue | 0.2% | 4.4% |
(*) Before adjustments and restructuring expenses
Less need for retakes means less radiation exposure for patients and smoother workflow for radiographers. It means radiologists get the quality images they need more quickly. It means facilities can see more patients and it means those patients get fast, accurate diagno- ses enabling speedy treatment and better outcomes. One image is all it takes
Volumes of Agfa’s medical film business followed the declining overall market trends. Profitability in this business was impacted by the volume decrease and costs related to manufacturing inefficiencies. This was partly offset by measures to control costs and to streamline the business. The gross profit margin of the division decreased from 31.4% of revenue in 2023 to 27.8%. The adjusted EBITDA margin decreased from 8.8% of revenue in 2023 to 4.1%. The program to tackle the challenges in the film business is on track. It is expected to deliver its first results as from the second half of 2025.
Driven by a particularly strong fourth quarter, profitability improved in Direct Radiography (DR) and Computed Radiography (CR). Agfa’s DR business posted 8% top line increase in a stable market. In Europe, consolidation exercises in healthcare groups are leading to postponed investment plans, while a further trend toward big tenders is increasing the fluctuations between quarters. Profitability for this business improved year-over-year, as well as quarter-over-quarter. Over the past two years, Agfa successfully pivoted its DR business model from hardware driven to adding both workflow and clinical value via software innovations, with several successful launches in 2024.
As part of its plans to review the footprint of its CR production facilities, Agfa came to an agreement with the social partners to stop the production and assembly of CR plates and cassettes at its Schrobenhausen site in Germany, resulting in the closure of this facility.
Agfa Radiology Solutions is a global provider of traditional X-ray film, hardcopy film and printers, digital radiography equipment and image processing software. Its roots are in traditional medical imaging, but in today’s healthcare market, digital radiography has become the dominant technology. In digital radiography, Agfa Radiology Solutions is active with both Computed Radiography (CR) and Direct Radiography (DR) systems. Compatible with traditional radiography equipment, CR offers image intensive departments an affordable entry to digital imaging.
DR is the technology of choice for hospital departments demanding a higher throughput and immediate availability of high-quality digital images. Furthermore, mobile DR equipment allows for bed-side imaging, e.g. in emergency rooms or ICU’s. Many hospitals combine CR and DR technologies to cover all their X-ray imaging needs. As a technology leader in both areas, Agfa is in a unique position to offer tailor-made solutions to healthcare facilities planning to invest in digital imaging. All Agfa Radiology Solutions’ CR and DR systems are offered with its leading MUSICA image processing software and its MUSICA workstation for image identification, acquisition and quality control. Agfa’s SmartXR portfolio provides the radiographer with predictive workflow assistance.
Due to the competition of softcopy diagnosis, the remaining market for hardcopy film – on which digital images are printed – is small in the US, Japan and Western Europe. In most other regions, the market is also declining due to digitization dynamics. Besides hardcopy film, Agfa Radiology Solutions also supplies hardcopy printers that enable clinicians to print digital images made by general radiography equipment, as well as images made by other modalities, including CT and MRI scanners.
In 2024, both the market for traditional film solutions and the CR market continued to decline. In the USA, the DR business started to pick up, while in Europe consolidation exercises in healthcare groups led to postponed investment plans. In these challenging market circumstances, many hospitals and hospital groups showed their confidence in Agfa by selecting the company’s innovative radiology solutions for their imaging needs. At the end of the year, Agfa had a global installed base of over 100,000 DRYSTAR hardcopy printers and over 89,000 digital radiography solutions, all with its leading MUSICA image processing software.
60%/30%
3,000,000
Healthcare organizations report that Agfa’s DR solutions and software allow them to reduce X-ray doses by up to 60%¹ and to increase their productivity by up to 30%. Agfa has installed over 89,000 digital radiography systems all over the world. Together, they account for almost three million imaging exams per week.
¹ Testing with board-certified radiologists has determined that Cesium Bromide (CR) and Cesium Iodide (DR) detectors, when used with MUSICA image processing, can provide dose reductions between 50 to 60%, compared to traditional Barium Fluoro Bromide CR systems. Contact Agfa for more details.
Agfa’s MUSICA image processing software automatically analyzes the characteristics of each raw image and optimizes the processing parameters, independent of body part or dose deviation. It enhances noise suppression, offers superb brightness control, reduces veiling glare, and plays a significant role in enabling potential dose reduction. The result is excellent image quality compared to standard image processing, representing bone and soft issue in a balanced way.
At the 70th annual convention of the American Association of Equine Practitioners (AAEP), Agfa demonstrated how it has put over 100 years of experience in diagnostic imaging to work for equine vets. The result: dedicated solutions addressing the specific needs of equine care including SmartRotate for Equine. As a typical equine X-ray examination can include up to 20 images, consistent positioning is critical but time-consuming. Using the power of AI, SmartRotate for Equine streamlines this process by automatically orienting each X-ray image correctly. The benefits are clear: faster workflow, enhanced consistency, reduced stress for the horse, and better mobile imaging.
The SmartXR portfolio combine software and sensors to assist radiographers during an exam to make the first image right, and to bring extra clinical information to the radiologist. It offers digital radiography tools for dose, alignment, patient positioning, image rotation and more.
By identifying suspicious critical pathologies, CriticalScan ensures that images with key diagnostic information can be immediately marked as high priority at the point of care. Enhanced pathology visualization enables fast and improved patient outcomes. DensityScan enables earlier identification of patients with a high risk of osteoporosis, during ordinary X-ray imaging. It helps bridge the diagnosis gap for osteoporosis: to improve patients’ quality of life, ensure healthcare equity, and enable significant healthcare cost savings.
The Brazilian Hospital Services Company (EBSERH/Emresa Brasileiro de Serviços Hospitalares) purchased eight multi-purpose DR 800 rooms. The direct radiography rooms will meet the imaging needs of eight university hospitals around the country. With the fully integrated DR 800, the hospitals can support general radiography, fluoroscopy and advanced clinical applications with a single X-ray room. EBSERH’s hospital network is composed of 41 university hospitals with a broad population coverage nationwide. Agfa Radiology Solutions’ first turnkey project in Brazil will help the company to achieve greater visibility and presence in that market.
“We are pleased to work with Agfa Radiology Solutions on this important project to upgrade the university hospitals from analog to digital imaging. Agfa’s tender met our requirements for advanced technology in a cost-effective solution supported by a service maintenance agreement that is aligned with the high standards of our university hospitals.”
Carlo Grimaldi, Principle Engineer, Engineering Department, Missão Engenharia
AdventHealth is a long-term customer of Agfa Radiology Solutions, with 100 Agfa units, including DR solutions and retrofitted CR solutions. Recently, AdventHealth decided to implement the new MyAgfaRadiologySolutions portal including MUSICA Analytics. The web-based, self-service, customer portal enables and empowers the organization to better manage its installed base and operation. Furthermore, MUSICA Analytics delivers key insights into the Agfa workstation workflows. The solution helps overcome operational challenges, while improving image quality and workflow.
“For a large organization like AdventHealth, if you can minimize the time of any task, even by a minute, it adds up. MyAgfaRadiologySolutions and MUSICA Analytics make time-consuming tasks around managing and overseeing our Agfa equipment fast and easy, while delivering insight to streamline our processes. And that saves us even more time.”
Elizabeth Evans, Senior Modality Manager Diagnostic/Imaging Service Line, AdventHealth
The Ministry of Health of Oman has purchased seven mobile telescopic DR 100s solutions through Bahwan Healthcare Centre (BHC), Agfa’s channel partner in the country. The groundbreaking mobile direct radiography units are being installed in seven different hospitals around the country, in early 2024. With 200+ healthcare institutions across the country, the MOH Oman is the main service provider for healthcare in the country, providing free treatment to over 2.5 million nationals. The groundbreaking DR 100s was designed in collaboration with users around the world. It combines fast, high-quality DR imaging with excellent maneuverability and ease of use.
“Agfa Radiology Solutions has already proven to be a reliable supplier, having previously delivered critical equipment through BHC to several customers in Oman. The provision of the DR 100s units to the MOH Oman is an important milestone. The DR 100s units, which come with MUSICA image processing, offer the reliability, image quality and fast workflow that support our goals to deliver excellence in patient care.”
Mr Yasser Mohammed Kheir, Chief Executive Officer, Bahwan Healthcare Centre
Agfa HealthCare’s Enterprise Imaging is designed to build a connected, collaborative, and scalable community of care. There, images are available to all members of the care team – no matter where they are – driving an improved patient experience, whilst helping to improve business, operational and financial outcomes.
Agfa applies the Belgian Corporate Governance Code 2020 as reference code. This Code can be consulted on www.corporategovernancecommittee.be.
In 2020, the Articles of Association of the Company have been conformed to the new Code of Companies and Associations (Law of March 23, 2019). The Articles of Association of the Company were modified for a last time on March 11, 2025, and can be consulted on www.agfa.com/corporate/investor-relations/corporate-governance/bylaws/.
In 2024, the Board of Directors revised the Corporate Governance Charter of the Company. Within the scope of this revision, the option for a monistic governance structure has also been evaluated and confirmed. The Board furthermore updated the text to align it with recent changes brought to Belgian Company Law and with certain recommendations formulated by the regulator. The complete Corporate Governance Charter of the Company is published on www.agfa.com/corporate/investor-relations/corporate-governance/corporate-governance-charter/.
All provisions of the Belgian Corporate Governance Code 2020 are subject to the “comply or explain” principle. This means that the Company in principle should apply the provisions of the Code and, if not, that it shall indicate which provisions it is not complying with. In the latter case, the Company must give justified reasons for such deviations.
The Company currently does not comply with provision 7.6 of the Code.# AGFA-GEVAERT ANNUAL REPORT 2024
Justification therefore is provided in the Remuneration Report, which forms a part of this Corporate Governance Statement. Otherwise, the Company is completely in line with the Belgian Corporate Governance Code 2020 for the financial year 2024. The governance structure of the Company is built up around the Board of Directors, the Chief Executive Officer (CEO) and the Executive Committee (Exco). The Board of Directors is assisted by a Nomination and Remuneration Committee and an Audit Committee.
As the ultimate management body of the Company, the Board of Directors is empowered to carry out any necessary or useful actions for the achievement of the corporate purpose, the exception being the powers reserved by law for the General Meeting of Shareholders (such as amendments to the articles of association, capital increases other than through the authorized capital, capital decreases). The powers and operation of the Board of Directors are described extensively in the Corporate Governance Charter. The articles of association determine that the Board of Directors meets whenever the interest of the Company so requires or following a request by two directors. In 2024, eight effective meetings took place, as well as a couple of short discussions per conference call. In the course of 2024, the Board of Directors discussed and decided upon, inter alia: defining the corporate strategy and key policies, corporate governance, the transformation process of the Agfa-Gevaert Group, the Offset-transaction, the perspectives for 2025 and the action plans for the years to come, ESG related topics, recommendations from the various Committees to the Board of Directors, risk management, the approval of budgets, cost control scenarios, the evolution of important litigations and the establishment of the annual report.
Directors likely to have conflicting interests with regard to any item on the agenda must disclose the conflict before any deliberation and must abstain from deliberating and voting on that item. More particularly, the directors must not put themselves in conflict situations as described in the Corporate Governance Charter of the Company. Should such an event occur against their will, they must disclose it before any deliberation relating to the conflicting item and must abstain from deliberating and voting on that item. In 2024, there were no occurrences where a director disclosed having directly or indirectly conflicting interests with a decision to be made by the Board of Directors.
The articles of association of the Company provide that the Board of Directors has at least six members, who do not need to be shareholders and who are appointed for a renewable maximum term of four years. The majority of the members are to be non-executive directors, including a minimum of three independent directors. The mandate of PJY Management BV, permanently represented by Mr. Pascal Juéry, ended immediately after the General Meeting of May 14, 2024. The shareholders elected to reappoint PJY Management BV, permanently represented by Mr. Pascal Juéry, as executive director of the Company for the duration of four (4) years. During the special general shareholders’ meeting held on February 28, 2025, the shareholders decided to appoint MJP Management Services BV, Veembroederhof 89, 1019 HD Amsterdam, the Netherlands, with permanent representative Mr. Michel Govaert, as independent director of the Company for the duration of four (4) years. The Board therefore consists today of the following eight members:
| Name | Director | Executive | Non-executive | Independent | Start mandate | Last renewal mandate | End mandate |
|---|---|---|---|---|---|---|---|
| Mr. Frank Aranzana, representing Vantage Consulting BV | x | x | 2019 | 2023 | 2027 | ||
| Mr. Pascal Juéry, representing PJY Management BV | x | x | 2020 | 2024 | 2028 | ||
| Mr. Christian Reinaudo | x | x | 2010 | 2021 | 2025 | ||
| Mr. Klaus Röhrig | x | x | 2018 | 2023 | 2027 | ||
| Mr. Mark Pensaert, representing MRP Consulting BV | x | x | 2018 | 2022 | 2026 | ||
| Ms. Helen Routh, representing HF Routh Consulting LLC | x | x | 2022 | 2023 | 2027 | ||
| Mrs. Line De Decker, representing Albert House BV | x | x | 2022 | 2026 | |||
| Mr. Michel Govaert, representing MJP Management Services BV | x | x | 2025 | 2029 |
The mandate of Mr. Christian Reinaudo will expire immediately after the General Meeting of Shareholders of May 13, 2025. Mr. Reinaudo has informed the Company that he does not seek re-election. For this reason, the Board recommended and the shareholders already decided during their meeting held on February 28, 2025 to appoint MJP Management Services BV, represented by Mr. Michel Govaert as new independent director.
Frank Aranzana (°1958 - French) holds a Bachelor’s degree in Economics and Political Sciences from IEP Paris and a Bachelor’s degree in Law from Nice University. He later obtained a Master’s degree in Management from ESSEC Paris. He started his career in 1986 with Dow Chemical, where he worked in sales, marketing and business management. In 1996, he joined DuPont Dow Elastomers as Business Director. In 1999, he joined UCB as a Director of the Radcure business unit and subsequently Specialty Chemicals, which were sold to Cytec Industries in 2005. He became Vice President of Cytec Surface Specialties and in 2008 President of Cytec Specialty Chemicals, member of Cytec’s Executive Leadership team and an Officer of Cytec Industries Inc. In 2013, he was appointed CEO of Allnex, the leading producer of coating resins acquired by Advent International Private Equity and until 2020, he was an Advent Operating partner, sitting on Allnex’s Advisory Committee. Frank Aranzana was elected Chairman of the Board in August 2020.
Current mandates:
* Chairman of the Board at Anqore
* Industrial Advisor at CVC Capital Partners
Line De Decker (°1974 - Belgian/British) is a senior executive with over 27 years of extensive experience operating at management board level in large, complex, regulated organizations. She combines her excellent communication, influencing and change management skills with an exceptional track record of leading businesses through critical transformations. Mrs. De Decker is Chief Human Resources Officer and member of the Executive Committee at Haleon, a global leader in consumer health. Previously, Mrs. De Decker was Aliaxis’ Chief People & Sustainability Officer. Prior to joining Aliaxis, she was Senior Vice President and Head of Transformation at GlaxoSmithKline (GSK), a global pharmaceutical company. Before taking up this position in the global strategy team, she held senior HR roles in Belgium and the UK in the Consumer and Pharma Businesses. Prior to GSK, Mrs. De Decker worked at DuPont, where she was involved in setting up their global business services. She started her career at PWC and UCB, as a tax and reward specialist. Line holds a Law degree from the universities of Leuven and Barcelona, as well as a Master in Tax Management from Solvay Business School. She is currently based in London.
| Name | Director | Executive | Non-executive | Independent | Start mandate | Last renewal mandate | End mandate |
|---|---|---|---|---|---|---|---|
| Mr. Frank Aranzana, representing Vantage Consulting BV | x | x | 2019 | 2023 | 2027 | ||
| Mr. Pascal Juéry, representing PJY Management BV | x | x | 2020 | 2024 | 2028 | ||
| Mr. Christian Reinaudo | x | x | 2010 | 2021 | 2025 | ||
| Mr. Klaus Röhrig | x | x | 2018 | 2023 | 2027 | ||
| Mr. Mark Pensaert, representing MRP Consulting BV | x | x | 2018 | 2022 | 2026 | ||
| Ms. Helen Routh, representing HF Routh Consulting LLC | x | x | 2022 | 2023 | 2027 | ||
| Mrs. Line De Decker, representing Albert House BV | x | x | 2022 | 2026 | |||
| Mr. Michel Govaert, representing MJP Management Services BV | x | x | 2025 | 2029 |
Pascal Juéry (°1965 - French) is a graduate from ESCP Business School in Paris, France. He provides more than 35 years of experience in the chemical and advanced material industries. Pascal Juéry started his career in finance and soon demonstrated his ability to lead various global businesses as well as hold key functional responsibilities. Between 2010 and 2019, he was a member of the Executive Committee of Rhodia and then Solvay, where he took an active part in the group’s portfolio and business transformation. Pascal Juéry became CEO of Agfa-Gevaert as from February 1, 2020.
Current mandates:
* Board member at Desmet-Ballestra
* Board member at Flint Group
Mark Pensaert (°1964 - Belgian) holds a Master of Law from the State University of Ghent (Belgium) and later obtained a Master of Law from the Cambridge University St. Catharine’s College. He started his career in 1988 in London with Lazard Brothers & Co, one of the leading independent global investment banks with principal offices in New York, Paris and London. Between 1992 and 1996, he was finance director of Interbuild NV and Rombouts NV. In 1996, he became CFO of Carestel NV (currently part of the Autogrill Group). Between 2000 and 2004, he returned to the international M&A business by rejoining Lazard Frères in Paris to help establish and set up the M&A platform for Lazard in the Benelux. In 2004, he became a Partner and started the Amsterdam office covering the Benelux. In 2008, he joined, as CEO, Leonardo & Co, a spin-off from Lazard, to establish their network in Continental Europe and from September 2015 until July 2018, he served as Chairman of the investment banking division of Alantra Partners, a global investment banking and asset management group quoted on the Madrid Stock Exchange.
Current mandates:
* Member Supervisory Board of Rabobank
* Chairman Supervisory Board of DLL Group
Christian Reinaudo (°1954 - French) is a graduate from the ‘Ecole de Physique et de Chimie Industrielles de Paris’ and holds a doctorate from the University of Paris (France).# Corporate Governance Statement
He started his career with Alcatel, where he managed several multibillion euro global businesses and international sales and services organizations, including the Cable Group of Alcatel (now Nexans), the Submarine Networks Division and the whole Optics Group. He entered the Executive Committee of Alcatel in early 2000 as Executive Vice-President. After managing the AsiaPacific Region, he managed the integration and the transition process associated with the merger of Alcatel and Lucent Technologies. In 2007, he was appointed President Northern and Eastern Europe of Alcatel-Lucent and he joined the Board of Directors of Alcatel-Lucent (Belgium). Early 2008, Christian Reinaudo joined Agfa-Gevaert to be President of Agfa HealthCare. Christian Reinaudo joined the Agfa-Gevaert Board of Directors in 2010. As from May 2010 until February 2020, he was CEO of Agfa-Gevaert.
Current mandates:
Director of Domo Chemicals Holding NV
Director Biocartis Group NV
Holds a Master of Economics and Business Administration from Vienna University of Economics and Business Administration. In 2000, Klaus Röhrig started his career at Credit Suisse First Boston in London, focusing on corporate finance and M&A for technology companies. In 2006, he joined Elliott Associates where he was responsible for the funds’ investments in the German speaking countries as well as selected debt, equity and sovereign investments. In 2015, Klaus Röhrig founded Active Ownership S.à r.l. (AOC). Throughout his career, he focused on identifying investment opportunities, structuring of investments and process-driven value creation.
Current mandates:
Member of the Supervisory Board of Formycon AG
Member of the Supervisory Board of Fagron NV
Member of the Board of Directors of MAM Baby AG
Is a board director, advisor and senior executive with more than 30 years’ global healthcare technology experience in business management, strategy and innovation. She has a PhD in Physics, specializing in medical ultrasound from University College Cardiff (UK). Until 2017, she held diverse business and functional roles in healthcare at Philips, working across products, software and services. She was the General Manager of Philips Research in North America and General Manager of Philips’ global Clinical Informatics businesses. As Senior VP of Strategy and Innovation, she led the development of Innovation Strategy across Royal Philips and was head of the Integrated Solutions team. She currently works in North America, the UK and Europe with public and private companies and clinical groups focused on the use of data to drive new solutions, business models and outcome improvements and as an advisor to Nina Capital.
Current mandates:
Non-Executive Director Ultromics
Non-Executive Director of Health Innovation Manchester
Non-Executive Director of Quantivly
Non-Executive Director of Clarius
Is a seasoned executive with more than 30 years of experience in financial and risk management, operational and financial result improvement including corporate transformation, crisis and turnaround management, stakeholder management in complex situations and M&A. He holds an MBA with a concentration in Finance from the Katholieke Universiteit Brabant (Tilburg University). He was Group CFO at AOC Resins and ChemicaInvest and served as partner at Alvarez & Marsal. Prior to that, he was Finance Director at Avebe and he started his career at Philips Electronics.
Current mandates:
Independent Non-Executive Director Sunlight Group Energy Storage Systems
Supervisory Board member AnQore
The Audit Committee completes the tasks as described in article 7:99 §4 of the Code of Companies and Associations and assists the Board of Directors in achieving its mission of control in the broadest sense. Its powers and the way it functions are described extensively in chapter 5.1 of the Corporate Governance Charter.
As from May 14, 2019, the Audit Committee consists of the following three non-executive Directors: Mr. M. Pensaert, Chairman, Mr. K. Röhrig and Ms. H. Routh (as permanent representative of H F Routh Consulting LLC since June 21, 2022). Two of them are independent directors. They all meet the requirements described in article 7:99 §2 of the Code of Companies and Associations, with respect to the expertise in the field of accounting and audit.
The Committee held five meetings in 2024. Amongst other items the following topics were discussed: the verification of the annual accounts 2023, the quarterly results of 2024, the selection of a new Statutory Auditor, the reports of the internal audit department, the follow-up of important legal issues such as the AgfaPhoto files, QARA (Quality Assurance & Regulatory Affairs) and the evaluation of risk management in the Group.
The Nomination and Remuneration Committee has been entrusted by the Board of Directors with responsibilities concerning the nomination for appointment, reappointment or dismissal of Directors and members of the Executive Management, the remuneration policies and the individual remuneration of the Directors and the members of the Executive Management. Operation and functions of the NRC are described extensively in chapter 5.2 of the Corporate Governance Charter.
The Nomination and Remuneration Committee consists exclusively of non-executive directors. Since May 2022, the Nomination and Remuneration Committee consists of the following three non-executive directors: Mr. C. Reinaudo, Chairman, Mrs. L. De Decker and Mr. F. Aranzana. Two of them are independent directors.
The NRC had three meetings in 2024 and the following agenda items, among others, were discussed: the composition of the Board of Directors and its Committees, talent management, including the identification of critical roles and their succession planning, the performance and remuneration of the Executive Management and Senior Executives, the preparation of the remuneration report, employee engagement survey and Agfa Group values.
| Name | Board | AC | NRC |
|---|---|---|---|
| Mr. Frank Aranzana | 8/8 | 3/3 | |
| Mrs. Line De Decker | 8/8 | 3/3 | |
| Mr. Pascal Juéry | 8/8 | ||
| Mr. Mark Pensaert | 8/8 | 5/5 | |
| Mr. Christian Reinaudo | 8/8 | 3/3 | |
| Mr. Klaus Röhrig | 8/8 | 5/5 | |
| Ms. Helen Routh | 8/8 | 5/5 |
The Chief Executive Officer (CEO) is responsible for the implementation of the Company’s policy and strategy laid down by the Board of Directors. Consequently, he has the most extensive powers regarding day-to-day management as well as a number of specific special powers. These powers are described extensively in the Corporate Governance Charter. In order to allow the Board of Directors to exercise its control, the CEO regularly reports about his activities and about the development of the subsidiaries and affiliated companies. The CEO is assisted by the CFO, the CHRO and the Presidents of the Business Divisions for the accomplishment of his tasks.
Since October 14, 2024, date on which the Agfa-Gevaert Group announced the appointment of Mrs. Fiona Lam as CFO for the Agfa-Gevaert Group, the Executive Leadership team is composed as follows:
Agfa’s Executive Leadership is responsible for the Group’s internal control and risk systems including those regarding financial reporting as approved by the Board of Directors. Internal control over financial reporting includes the assessment of the relevant risks, the identification and monitoring of key controls and actions taken to correct deficiencies as identified. The Audit Committee reviews the effectiveness of the internal control and risk management systems.
Agfa’s control environment comprised in 2024 of central finance functions such as consolidation and reporting, tax, treasury, investor relations on the one hand and finance functions at the level of the three business divisions on the other. All finance functions report (in)directly to the Chief Financial Officer. All Group entities follow uniform central accounting policies and reporting requirements which are described in Agfa’s Group Consolidation Accounting Manual.
Based on review meetings with the central functions and the management of the business divisions, the Executive Management had, in 2024, a process in place to identify, assess and follow-up on risks including those with regard to the financial reporting process on a regular basis and reports on those risks to the Audit Committee. These risks are being reviewed by the Audit Committee who might define further actions to the Executive Management.
In 2024, each business division was responsible for the monitoring of the financial performance and forecasting and reports to the Executive Management. The consolidation process, based on a more extensive reporting, was performed on a quarterly basis and reviewed by the Executive Management and the Audit Committee who might define actions to the business divisions and the central functions.
All entities use uniform central reporting tools and report in accordance with the instructions and reporting guidelines set out by the central reporting department.# Corporate Governance Statement
Financial information (including key performance indicators) was prepared on a consistent basis for each business division and at consolidated level and reviewed by the appropriate responsible. The Executive Management reports to the Audit Committee on all key risk factors on a regular basis.
One of the responsibilities of the financial department is to improve the procedures used to prepare and process financial information. Regular reviews are conducted on the key control procedures in the preparation of financial information in the subsidiaries and at Group level in order to ensure proper application of instructions and guidelines with regards to financial reporting. Internal Audit performs reviews on the monitoring of internal policies, guidelines and controls, both relating to financial reporting and operational matters such as sales, production and R&D. Internal Audit reports to the Audit Committee which monitors the effectiveness. The Company Secretary has been appointed as Compliance Officer to monitor the Directors’ and other designated persons’ compliance with the Group’s policy with regard to inside information and market manipulation.
Risk management See p. 73.
The major features of the evaluation process for the Board of Directors and its Committees include assessing how the Board of Directors and its Committees operate, checking that the important issues are suitably prepared and discussed, evaluating the actual contribution of each Director’s work and their involvement in discussions and decision-making. The complete evaluation process is extensively dealt with in the chapter 3 of the aforementioned Corporate Governance Charter. The last formal evaluation occurred in 2024, year in which an internal evaluation process has taken place on the initiative of the Chairman of the Board and in collaboration with the Chairman of the Nomination and Remuneration Committee, involving contacts with the members of the Board of Directors and of the Executive Management in order to evaluate the functioning of the Board and the Executive Management (on individual level as well as on a corporate body level) on the one hand and the cooperation and relation between both bodies on the other. The criteria taken into consideration for the evaluation concerned the size, composition and performance of the Board of Directors and the Committees, as well as the quality of the interaction between the Board of Directors and the Executive Management. The results were based on answers given to a questionnaire (containing about seventy questions divided into ten chapters) on the one hand and the feedback provided during individual interviews on the other. In the years where no formal evaluation is scheduled, the Chairman of the Board will informally inquire the members of the Board and of the Executive Management at regular intervals regarding the functioning of the various corporate bodies.
The Board of Directors of the Agfa-Gevaert Group has established a policy to promote diversity within the composition of both the Board of Directors and the Executive Leadership. This policy ensures diversity in terms of expertise, experience, knowledge, complementary skills, gender, and geographical background, aiming to create a strong foundation of relevant competencies and varied perspectives to support effective decision-making.
The Board seeks a balanced composition that reflects:
The policy further outlines that:
The Executive Leadership’s composition must reflect the following principles:
The Board will actively uphold this diversity policy when determining the profiles of new Directors or Executive Leadership members. The Nomination and Remuneration Committee is responsible for ensuring compliance with this policy and reviews its application regularly. In 2024, the Committee confirmed that the policy was effectively implemented – See the below table.
The commitment to diversity strengthens Agfa-Gevaert’s ability to adapt to evolving market demands and enhances its role as a global leader. Detailed information about the members of the Board and Executive Leadership can be found on the website via www.agfa.com/corporate/investor-relations/corporate-governance/.
| Feature | Board of Directors (BoD) | Executive Leadership (EL) |
|---|---|---|
| Number of years on the BoD and the EL | 0-2 years / 3-10 years / More than 10 years | 0-2 years / 3-10 years / More than 10 years |
| Average number of years | 1 member / 5 members / 1 member | 3 members / 3 members / 0 member |
| Age | 31-50 years of age / 51-60 years of age / Older than 60 years of age | 31-50 years of age / 51-60 years of age / Older than 60 years of age |
| Average Age | 2 members / 2 members / 3 members | 2 members / 4 members / 0 member |
| Sex | 2 women / 5 men | 2 women / 4 men |
| Nationality | 1 Austrian / 1 Belgian / 1 Belgian-British / 1 British-American / 3 French | 3 Belgian / 1 Belgian-Chinese / 1 French / 1 French-American |
| Qualifications (1) | Economics & Finance 22% Law 22% Business Administration 34% Science 22% | Economics & Finance 36% Business Administration 55% Science 9% |
(1) Percentage calculated on all qualifications (various individuals have more than one degree)
For more information on diversity, equality and inclusion with respect to the entire population of the Company, we refer to p. 277.
The Board of Directors’ proposals to the General Meeting of Shareholders with regard to the allocation and distribution of the result take into consideration several factors, such as the Company’s financial situation, the operating results, the current and expected cash flows and the plans for expansion.
Consistent with its principles and values, Agfa formulated a Code of Dealing immediately after the IPO in 1999. The Code contains rules with which Directors and members of senior management have to comply in case they wish to deal in financial instruments of the Company. The Code forbids these persons, inter alia, to deal during well-defined periods preceding the announcement of its financial results and the announcement of other price sensitive information. Taking into account the Market Abuse Regulation, which became effective on July 3, 2016, Agfa has changed this Code to make it compliant with the current legal regulations. The Code of Dealing was last modified on May 11, 2021. The adapted version of the Code is available on the Company’s website as part of the Corporate Governance Charter.
Information related to major events subsequent to December 31, 2024 and information on circumstances that could significantly impact the development of the Group See note 47 p. 181.
Information on the R&D activities See p. 263.
Information related to the existence of branches of the Company Agfa-Gevaert NV has no branches.
Information related to the use of derivative financial instruments In order to minimize the risk of fluctuations in exchange rates and interest rates, the appropriate hedge contracts were implemented. These mainly include short-term transactions in foreign currencies, option contracts and interest swaps. Their implementation occurs according to uniform guidelines, is subject to internal audits, and is limited to cover for the operational activities, and related money investments and financial transactions. Further detail hereon is provided in the ‘Notes to the Consolidated Financial Statements’.
Non-financial information See chapter Non-financial information p. 219.
Agfa-Gevaert NV’s Statutory Auditor is PwC Bedrijfsrevisoren BV, represented by Sofie Van Grieken BV, at its turn represented by Mrs. Sofie Van Grieken. The Statutory Auditor was appointed at the General Meeting of Shareholders of May 14, 2024, for a three-year term. Hence, the mandate will expire immediately following the General Meeting of Shareholders called to approve the annual accounts for the year ending December 31, 2026.
Information with regard to important participations See p. 311.
Information related to the implementation of the EU Takeover Directive The Board of Directors hereby states that the Annual Report has been drafted in accordance with article 34 of the Royal Decree of November 14, 2007.# General information about the Company
Agfa-Gevaert NV (Company number 0404.021.727, Register of Legal Entities Antwerp) is a listed company under Belgian law, incorporated on June 10, 1964. The registered office of the Company is located at Septestraat 27, 2640 Mortsel, Belgium. The full and annotated financial data and statements are available on the website of the Company, www.agfa.com, or at the registered office of the Company itself. Information with respect to environmental matters can be found in the non-financial section of this Annual Report.
The Company’s Articles of Association are available at the clerk’s office of the Enterprise Court of Antwerp (Belgium) and at the registered office of the Company. They can also be found on the website of the Company, www.agfa.com/corporate/investor-relations/corporate-governance/bylaws/. The Corporate Governance Charter and the Code of Dealing can be found on the Investor Relations page of the website www.agfa.com/corporate/investor-relations/corporate-governance/corporate-governance-charter/. The annual accounts are filed with the National Bank of Belgium. The annual accounts, together with the related reports, are communicated every year to the holders of registered shares and upon request to any interested party. The Annual Report, the Remuneration Report, the statutory and consolidated annual accounts including the report of the auditor, as well as the remuneration policy, can be found on the Investors’ section of the website www.agfa.com and at the registered office. The convocation to the General Meeting of Shareholders is published in the financial press and can also be found on the website. As regards financial information, the financial results and the other required information are published on the website of the Company, in compliance with the guidelines of the Financial Services and Markets Authority (FSMA). The decisions with respect to the nomination and dismissal of members of the Board of Directors are published in the Annexes to the Belgian State Gazette. Any interested party can register free of charge on www.agfa.com to receive the press releases and required financial information by e-mail. The Annual Report is available on the website www.agfa.com, in Dutch and English.
Agfa HealthCare’s streaming client – one of next-generation technologies introduced in 2024 – is a powerful solution that eliminates barriers for radiologists by extending their diagnostic reach beyond the reading room. Blazing fast and with full image fidelity, it empowers “anytime, anywhere” collaboration with peers across sites, and for networked radiology.
The ZIRFON membrane is the preferred choice of developers of industrial green hydrogen production facilities, allowing for superior performance and reliability. A study by the Fraunhofer Institute confirms that ZIRFON-enabled alkaline electrolysis is the most cost-efficient industrial hydrogen production technology to date.
Agfa relies on appropriately identifying and managing risks that could affect its operations to deliver its growth strategy in the long term. Risk management is therefore an integral part of Agfa’s decision-making process regarding the business strategy as a whole. At a higher level, Agfa’s Board of Directors oversees the Group’s internal control and risk management system, while the Executive Committee is responsible for the daily implementation on these controls and processes. The Audit Committee regularly reviews the effectiveness of the control and risk management systems. Risk management processes, in accordance with ISO 31000 risk management standards, are already embedded in Agfa procedures and systems. The Agfa Risk Management approach uses the principle of both the 2017 COSO-ERM and the 2018 ISO 31000 risk management guidelines with a focus on strategic objectives to enable the identification of the main threats and relevant treatment strategies linked to strategic objectives.
Considering risks and opportunities are an integral part of the decision process at the different levels within the organization, specific control mechanisms and deep-dive risk assessments are implemented where needed by business units and/or by corporate offices. Overall, there is strong awareness of risks (internally referred to as uncertainty/threat) with a very high focus on mitigation actions. The risk management and control framework is designed to accomplish the following objectives:
Agfa fosters an environment where business objectives are pursued and in a controlled manner. To do so, a series of company-wide policies, procedures and processes are implemented. Employees receive training on relevant topics to effectively enhance risk management and control at all levels, in all areas of the organization. The Agfa Code of Conduct is available for all employees. Management level employees receive regular training to ensure clear implementation of Agfa´s conduct principles and rules. Additionally, a whistle-blower procedure is in place to report Code of Conduct violations throughout the organization. Agfa’s control environment consists of oversight functions such as finance and controlling, tax, treasury, compliance, quality, legal, sustainability and other supporting functions at the level of the three business divisions. Additionally, independent assurance providers, which include internal and external audit functions, supervise and monitor risk management processes. Most Agfa entities use the same ERP system, which is extended group-wide and managed centrally. Such systems have the group-defined roles and responsibilities embedded. The flows are also standardized and internal controls integrated. These systems also enable the implementation of monitoring activities.
Through review meetings with central functions and business group management, the Executive Leadership discussed potential threats that could hinder the achievement of key objectives. The information gathered was consolidated into four main areas of threat: Strategy, Operational Excellence, Financial and Human Capital. Agfa relies on a dedicated Enterprise Risk Management (ERM) function, reinforcing its commitment to a structured and proactive approach to risk management. This initiative ensures enhanced oversight and integration of risk considerations across the organization.
In this respect the Board of Directors explains that:
Measures are in place to design and implement internal control activities for the Group’s most relevant processes and minimize the effects of risks on Agfa’s ability to achieve its objectives. Following the risk assessment phase, the controls are designed. These control activities are embedded in Agfa’s key processes and systems to ensure that the risks are managed as designed. Control tasks are implemented throughout the organization, at all levels and departments. In addition, all relevant entities are controlled by the Internal Audit department on a periodic basis. Policies and procedures are in place for the most important processes. An insurance program is in place for certain risk categories that cannot be absorbed without material effect on the Company’s balance sheet.
Agfa recognizes the importance of timely, complete and accurate communication and information, both top-down as well as bottom-up. Therefore, a set of measures is in place to ensure security of confidential information, clear communication about roles and responsibilities and timely communication to all stakeholders. A global ERP system platform is in place to support the efficient processing of business transactions and provide Agfa's management with transparent and reliable management information to monitor, control and direct its business operations. Financial consolidation is supported by a dedicated tool. Proper assignment of responsibilities, and coordination between the pertinent departments, assures an efficient and timely communication process of periodic financial information to the market.
Regular reviews of key control procedures are conducted at both the subsidiary and Group level to ensure proper application of instructions and guidelines. Internal audit performs reviews on the monitoring of internal policies, guidelines and controls relating to financial and operational matters, including sales, production and R&D. Internal Audit reports to the Audit Committee which monitors the effectiveness. The Company Secretary is appointed as Compliance Officer to monitor the Directors’ and other designated persons’ compliance with the Group’s policy with regards to inside information and market manipulation.
The top risks that were identified by the Agfa Risk Management process are listed below. These are regrouped in categories, following the most recent risk identification process, ordered by type of risk and not set up in priority order. The elaboration, reporting and monitoring of mitigation plans will be a key focus point for the coming years.
With three different business divisions, Agfa is exposed to diverse markets and operational risks that could impact its performance. Declining segments, such as radiology film, expose Agfa to risks related to revenue and profitability. Additionally, growth initiatives in new markets may not achieve expected results. External factors, such as potential disruptions in energy supply, pose additional operational risks that require continuous monitoring and mitigation strategies. Furthermore, Agfa is subject to risks associated with global operations, including instability in some of the countries where it operates. Such geopolitical tensions can deteriorate relations and disrupt economic activity, which can indirectly impact the different divisions.
Challenges in market transformation and sales execution may impact growth, particularly in Healthcare IT. Strengthening commercial strategies and execution remains a priority to drive sustainable performance.
Failure to timely develop innovative products or the choice of production methods could lead to a loss of competitiveness and market share. It could also lead to irrecoverable research and development costs or lack of responsiveness to customer demands. Agfa owns, has pending applications pending for, and is licensed, under many patents relating to a variety of products, as well as software.
Agfa faces risks related to raw materials, energy, suppliers, production, and logistics. Supplier disruptions, insufficient supply contracts, or delayed deliveries could impact production and hinder customer supply. Persistent issues may lead to lost customers and reputational damage.
Since 2022, Agfa has been continuously evolving its operational framework to enhance efficiency. However, these ongoing integration projects may impact business continuity and service quality. Additionally, delays or challenges in executing complex projects pose further risk.
Agfa depends on IT systems and data management for business operations. Cyber risks, or the potential for loss or exposure resulting from an attack or data breach impacting an organization, are constantly evolving. Disruptions, data breaches, cyber attacks, or technology failures could impact sales, production, cash flow, and ultimately harm competitiveness and reputation.
The numerous laws and regulations to which Agfa is subject are becoming more complex and changing faster and more frequently than before. Complying with all these regulations on a global scale involves risks, especially related to intellectual property and environmental matters.
Following declining market trends and weakened financial results in specific areas, Agfa faces risks related to insufficient operating funds, liquidity and leverage challenges. In regards of the Group’s liquidity position, the Company's Board of Directors has assessed the going concern status and the uncertainty that relates to the refinancing on long-term basis of the Company. In managing its liquidity, the Group currently has a revolving credit facility it can access to meet its liquidity needs. The notional amount of this credit facility amounts to 230 million euro of which 100 million euro is drawn per December 31, 2024. The revolving credit facility will mature in March 2026 and the financial institutions have extended the maturity to May 30, 2026 which covers a period of at least 12 months after the Annual General Meeting that will approve the financial statements for 2024. Management is currently in close discussion with the financial institutions for the refinancing of the credit facility. The Board of Directors is confident to reach an agreement with the financial institutions that is appropriate for the Company.
As part of the existing revolving credit facility, the Group is required to adhere to several financial covenants. The covenant tests, measured over the Group’s continuing operations, consist of:
| Covenant | Test |
|---|---|
| Leverage covenant | Leverage ratio of net financial debt over last-twelve-months EBITDA is not to exceed 3 |
| Interest coverage | Last twelve months EBITDA over the net interest cost should be minimum 5 |
The Group has complied with all covenant requirements of the current revolving credit facility throughout the reporting period. More information about the situation of the covenants as per June 30, 2024 and December 31, 2024 is provided in Note 4 ‘Use of estimates and judgments’ under 4.1 ‘Liquidity situation and going concern’. The Board of Directors will closely monitor future compliance with these financial covenants. Based on the budget for 2025, these covenants are expected to continue to be met.
Management has prepared detailed budgets and cash flow forecasts for the next five years. Management acknowledges that uncertainty remains in these cash flow forecasts. Significant changes in the realization of business plans may affect the Company’s level or timing of draw-down on its credit facility. During 2024, the company continued to consume operating cash and realized a free cash flow of minus 46 million euro (2023: minus 48 million euro) which resulted in a Net Financial Debt that has evolved from a net cash position of 37 million euro (excl. lease liabilities) as per 31 December 2023 to a net debt position of 37 million euro (excl. lease liabilities) as per 31 December 2024. A large part of the cash consumption in 2023 and 2024 is explained by restructuring programs and one-time events negatively impacting net cash flow, amounting to 51 million euro for 2023 and 21 million euro for 2024.
For 2025, the Company expects continued profitability growth for Digital Print and Chemicals, driven by Digital Printing Solutions and Green Hydrogen Solutions. For HealthCare IT the profitability for 2025 is expected to be in line with 2024, mainly explained by the transition to cloud technology which has a short-term delaying effect on revenue recognition and related margins.
For Radiology Solutions, measures are and will continue to be taken to adjust the cost base of its traditional film activities. The first savings of the restructuring plan announced in the fourth quarter of 2024 are expected to materialize in the second half of 2025.
Given the outlook for 2025 of the performance of the various divisions, the current committed facilities available to the Company and the expectation of reaching an agreement to refinance on a long-term basis beyond May 2026, the Company expects continuation of its current and future obligations and meet working capital needs. Therefore, the Board of Directors has concluded to continue applying accounting principles in the assumption of going concern which assumes the realization of assets and the fulfillment of liabilities in the ordinary course of business.# AGFA-GEVAERT ANNUAL REPORT 2024
For explanations about other financial risks, we refer to the caption ‘Financial risks and financial instruments’ page 144.
A skilled and motivated workforce is crucial for business success. Failure to attract, develop, and retain talent, or to uphold health and safety standards, could impact competitiveness and operational performance. Film products produced in Agfa’s production facilities in Mortsel, Belgium, are increasingly finished as close as possible to or by customers. Therefore master rolls of film are shipped to destinations around the globe.
Each week more than 3 million radiographic exams are carried out around the world with equipment from Agfa’s Radiology Solutions division. Using the power of intelligent technology, radiologists get the accurate and high-quality diagnostic information they need, from the first X-ray taken.
The Nomination and Remuneration Committee has been entrusted by the Board of Directors with responsibilities concerning the nomination for appointment, reappointment or dismissal of Directors and members of the Executive Management, the remuneration policies and the individual remuneration of the Directors and the members of the Executive Management. Operation and functions of the NRC are described extensively in chapter 5.2 of the Corporate Governance Charter. The Nomination and Remuneration Committee consists exclusively of non-executive directors. Since May 2022, the Nomination and Remuneration Committee consists of the following three non-executive directors: Mr. C. Reinaudo, Chairman, Mrs. L. De Decker and Mr. F. Aranzana. Two of them are independent directors. The NRC had three meetings in 2024 and the following agenda items, among others, were discussed: the composition of the Board of Directors and its Committees, talent management, including the identification of critical roles and their succession planning, the performance and remuneration of the Executive Management and Senior Executives, the preparation of the remuneration report, employee engagement survey and Agfa Group values.
An update of the Remuneration Policy, which maintains the general principles of the current Remuneration Policy, will be submitted for approval to the shareholders during the Annual Meeting to be held on May 13, 2025. The proposed text is available on the Company's website: www.agfa.com. The proposed Remuneration Policy is aligned with the Shareholders' Rights Directive II, the Companies and Associations Code and the Corporate Governance Code 2020. The Remuneration Report for 2024, prepared by the Nomination and Remuneration Committee, also will be submitted for (advisory) vote during the Annual Meeting to be held on May 13, 2025. The Nomination and Remuneration Committee monitors the application of the Remuneration Policy and advises the Board of Directors in this regard.
The Annual Meeting held on May 14, 2024, approved the previous Remuneration report with 85.6% of the votes (compared to 82.9% of the votes in 2023). When drafting and revising its Remuneration Policy, Agfa-Gevaert takes into account the votes and suggestions of its shareholders. Agfa-Gevaert invites its shareholders to an open and transparent communication on its Remuneration Policy and other Corporate Governance aspects. The approval rate of the Remuneration Report is a clear indication of the very broad support for the current Remuneration Policy. In response to some comments received on the previous Remuneration Report, the Company provides in this year’s report some additional disclosures and clarifications.
The members of the Board of Directors and the Committees were entitled to the following annual fixed Remuneration in 2024:
| Role | Annual Fixed Remuneration (euro) |
|---|---|
| Chair of the Board of Directors | 180,000 |
| Member of the Board of Directors | 50,000 |
| Chair of the Audit Committee | 25,000 |
| Member of the Audit Committee | 12,500 |
| Chair of the Nomination & Remuneration Committee | 15,000 |
| Member of the Nomination & Remuneration Committee | 7,500 |
The fixed fee covers a maximum number of meetings per year (seven for the Board of Directors, five for the Audit Committee and three for the Nomination & Remuneration Committee). An additional fixed remuneration of 2,500 euro is foreseen for every meeting exceeding such maximum number of meetings. The remuneration of the Chairman of the Board however is an all-inclusive fee. In accordance with the Policy, non-executive Board Members do not receive equity-related remuneration as referred to under provision 7.6 of the 2020 Corporate Governance Code. Agfa adheres to Principle 6 of the Code and considers that remunerating the non-executive Directors entirely in cash serves better the avoidance of any conflicts of interests and guarantees their complete independence of mind. Expenses (e.g. for intercontinental or international travel) are reimbursed separately. The Chief Executive Officer (CEO) only receives compensation as a member of the Executive Management. He does not receive a separate fee for his role as Executive Director.
The remuneration package of the members of the Executive Management consists of a base salary, a short-term variable remuneration and a long-term variable cash compensation. This is supplemented (only for those having an employee status) with benefits and pension-related entitlements. These various components are described in more detail in the Company's Remuneration Policy. The Board of Directors aims to ensure that all members of the Executive Management remain within a reasonable compa-ratio of median market total direct compensation. The Willis Towers Watson (WTW) methodology is used to position and benchmark the members of the Executive Management team internally and externally to remain competitive. The WTW global grading methodology was further introduced in 2024 and rolled out globally from January 2025.
The base salary is intended to attract and retain individuals and to reflect their experience and scope of responsibilities in their respective roles. The members of the Executive Management Team having an employee status will see half of the annual inflation applied to their base salary. The Nomination & Remuneration Committee annually formulates recommendations to the Board of Directors with respect to the evolution of the base salary packages in order to remain competitive.
Agfa’s short-term variable pay component on the one hand supports the key priorities for the year in line with the overall Company strategy, with a strong focus on short-term financial results. On the other hand, it aims at driving and rewarding behavior and sound business decisions for the long-term value creation. The grant of such variable Remuneration to the Executive Management as well as the amount shall be based on the collective results of the Company, the achievement of predetermined targets as set by the Board of Directors and the role played by the members of the Executive Management in achieving such results. Group targets are mainly quantitative and financially driven (e.g. EBITDA, net cash flow, revenue, order intake, …), but they also include sustainable development targets. The Group targets weigh for 80% in the assessment of the performance of the Executive Management. These Group targets then again are allocated for 90% to quantitative and financially driven targets and for 10% to sustainable development targets. Personal objectives may relate to, for example, delivery of specific projects, individual leadership measures or other specific individual targets. The individual performance weighs for 20% in the assessment of the performance of the Executive Management. The parameters used in a particular year as well as the targets to be achieved in relation to such parameters are evaluated each year by the Nomination and Remuneration Committee and submitted to the Board of Directors for approval. The recognition of both collective success and individual performance contributes to long-term value creation and to the achievement of the strategy set by the Board of Directors. The performance targets establish a direct link between the interests of the Company and its stakeholders on the one hand and those of the members of the Executive Management on the other hand. The “on target” short-term variable component for the CEO is 67% of base salary, with a maximum opportunity of 100% of base salary. For the Executive Committee members, the “on target” level is 50% of base salary, with a maximum opportunity of 100% of base salary. For both financial and non-financial performance criteria, a bottom threshold is set, below which pay-out will be zero. The maximum pay-out for individual parameters ranges between 150% and 200%. In addition to the standard system of short-term variable Remuneration, the Board of Directors retains the prerogative, upon proposal of the Nomination and Remuneration Committee, to grant (specific) members of the Executive Management an additional bonus for specific performance or merit, without however exceeding the total budget for annual short-term variable Remuneration of a given financial year.
In order to align the focus of the Executive Management with the interests of the Agfa stakeholders, all members of the Executive Management are being offered a package including a long-term variable cash component, currently by means of Stock Appreciation Rights (SARs). These SARs grant a potential right to a cash bonus reflecting the increase of the Company’s stock price on Euronext Brussels.# Remuneration Report
The strike price of the SARs is depending on the average closing price of the Agfa-Gevaert share during the 30 days preceding the grant date. The evolution of the stock price is deemed to be a reflection over time of the Company’s performance towards the financial and non-financial performance criteria that are established each year for the short-term variable Remuneration plan. Therefore, the long-term and short-term performance criteria in practice overlap each other. Members of the Executive Management are granted annually a long-term incentive for the equiva- lent of up to 40% of their base salary. The SARs vest for one third of each grant at the end of each year over a period of three years. SARs can be exercised at the earliest three years after grant and thereafter during an exercise period of five years. Specific good leaver/bad leaver rules apply for both vested and unvested SARs. The Nomination and Remuneration Committee will propose a new LTI scheme which will be submitted for vote as part of the new Remuneration Policy during the Annual Meeting to be held on May 13, 2025.
As stipulated in the current Policy, non-executive Directors receive a fixed fee and possibly an attendance fee in cash. The non-executive Directors do not receive any performance-related Remuneration directly related to the Company's results. The non-executive Directors also did not receive any part of their Remuneration in the form of shares of the Company for the fiscal year 2024.
All current members of the Executive Management are remunerated conform the 2021 remuneration Policy. The NRC regularly reviews the appropriateness of remuneration for Executive Management and, where necessary, makes proposals to the Board of Directors for changes.
The remuneration of the CEO consists of a fixed remuneration, a short-term variable remuneration and a long-term variable remuneration. These three components are paid in cash. The allocation and amount of short-term variable compensation depends for 80% on the achievement of the Group targets and for 20% on the achievement of personal objectives set by the Board of Directors.
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AGFA-GEVAERT ANNUAL REPORT 2024
The long-term variable compensation is embedded in a Stock Appreciation Rights Plan and may lead to an additional cash bonus. For the CEO, the main elements of the Stock Appreciation Rights Plan (which – for the avoidance of doubt – is a cash incentive plan and not a stock-option plan) are:
Mr. Juéry will be granted 200,000 Stock Appreciation Rights annually for a period of five years, com- mencing on February 1, 2020. The strike price for these Stock Appreciation Rights has been set for the year 2020 at 4.75 euro (to be adjusted downwards for any dividend distribution). Since 2021, the strike price is depending on the average closing price of the Agfa-Gevaert share during the 30 days preceding the grant date. The Stock Appreciation Rights vest at the end of each calendar year for a period of three years at a rate of one-third of each grant. The Stock Appreciation Rights can be exercised at the earliest three years after grant and thereafter during a period that will end on December 31 of the year following the year in which the contract with the CEO comes to an end. In addition, Mr. Juéry is entitled to reimbursement of reasonable travel expenses and representation expenses.
The remuneration of the members of the Executive Committee consists of a fixed remuneration, a short-term and a long-term variable remuneration. These three components are paid in cash. The short-term variable compensation amounts to 50% of their annual base salary and is based on achieving financial and personal objectives of no more than one year. The variable compensation is partially deferred into a bonus pension scheme. The long-term variable component is covered by a Stock Appreciation Rights plan.
For the members of the Executive Committee, the main elements of the Stock Appreciation Rights Plan (which - for the avoidance of doubt – is a cash incentive plan and not a stock-option plan) are:
The SARs represent between 20% and 40% of base salary, depending on the position and the ranking of the position towards the relevant benchmark. The strike price is depending on the average closing price of the Agfa-Gevaert share during the 30 days preceding the grant date. The Stock Appreciation Rights vest at the end of each calendar year for a period of three years at a rate of one-third of each grant. The Stock Appreciation Rights can be exercised at the earliest three years after grant and thereafter during an exercise period of five years.
All members of the Executive Committee are affiliated to a defined contribution pension plan with an employer’s contribution equal to 15% of their base salary. In addition, the members of the Executive Committee are entitled to certain benefits in kind, such as a company car, a representation allowance, meal vouchers and various insurances, as foreseen in section 3.iii of the Remuneration Policy.
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Remuneration Report
| Board | Audit Committee | Nomination & Remuneration Committee (NRC) | Additional Fee | Total |
|---|---|---|---|---|
| Frank Aranzana | 180,000 € | |||
| Klaus Röhrig | 50,000 € | 12,500 € | 2,500 € | 65,000 € |
| Mark Pensaert | 50,000 € | 25,000 € | 2,500 € | 77,500 € |
| Line De Decker | 50,000 € | 7,500 € | 2,500 € | 60,000 € |
| Helen Routh | 50,000 € | 12,500 € | 2,500 € | 65,000 € |
| Christian Reinaudo | 50,000 € | 15,000 € | 2,500 € | 67,500 € |
| Pascal Juéry |
| Fixed remuneration | Short term variable | Long term variable | Pension (1) | Other benefits (2) | Aggregated remuneration | |
|---|---|---|---|---|---|---|
| Executive Committee | 1,261,767 € | 441,618 € | - | 219,923 € | 67,878 € |
(1) Contributions to the group insurance covering a DC pension plan and death.
(2) Other benefits cover the cost of company cars and complementary insurances (eg travel assistance).
| Fixed remuneration | Short term variable | Long term variable | Pension | Other benefits | |
|---|---|---|---|---|---|
| Pascal Juéry, CEO | 780,000 € | 465,146 € | - | - | - |
Table 1 - Compensation of the Directors for the reported fiscal year. The Directors do not receive any compensation from other companies of the Agfa-Gevaert Group.
Table 2 - CEO compensation. The short-term variable compensation of the CEO reflects the achievement of the Group targets for 80% (90% for the quantitative and financial targets and 10% for the sustainable development targets) and the achievement of the personal objectives for 20%. The long-term cash incentive plan will only pay-out when the share price exceeds the strike price of the SAR and when the CEO decides to exercise. There was no exercise in 2024.
Table 3 - Aggregated Remuneration of the members of the Executive Committee. The short-term variable compensation of the Executive Committee members reflects the achievement of the Group targets for 80% (90% for the quantitative and financial targets and 10% for the sustainable development targets) and the achievement of the personal objectives for 20%. The long-term cash incentive plan will only pay-out when the share price exceeds the strike price of the SAR and when the beneficiary decides to exercise. There was no exercise in 2024.
Members of the Board of Directors and Executive Management do not have stock options, subscription rights or any other rights to acquire shares. The Company did not grant any shares, stock options or other rights to acquire Agfa-Gevaert Group shares in 2024, not to the members of the Board of Direc- tors and not to members of the Executive Management.
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The original agreement with the CEO provided that he had to purchase and hold 100,000 shares in the Company, to be built in his first year of office. Mr. Juéry informed the Company even before taking office that he had purchased these shares. The members of the Executive Committee are to build stock ownership in the Company up to an amount equivalent to 50% of their annual gross salary, and this over a period of 5 years. This 5 years deadline will be reached for the first time in May 2026.
No severance payments were made to or decided in favor of members of the Executive Management in 2024.
No application was made in 2024 of the claw back provisions foreseen in the contracts with the members of the Executive Management.
Table 4 provides comparative information regarding the annual change in remuneration and perfor- mance, as well as the ratio between the highest remuneration of members of Executive Management and the lowest remuneration (in full-time equivalent) of employees. The evolution in remuneration for the CEO is mainly related to the company performance. No extraordinary items have been taken into account for the ease of comparison. The evolution in aggregated remuneration for the Executive Committee members is mainly a combination of company performance related remuneration. Extraordinary items, severance packages or benefits in kind, if any, are not taken into account for easy of comparison. We are reporting the average remuneration of employees on a full-time equivalent base. For the average remuneration of the employees of the Company only employees in Belgium have been considered. The average remuneration of the employees of the Group takes into account all employees worldwide.
Table 4 - Comparative table on the remuneration and Company performance over the last five reported financial years (RFY).# Remuneration of Directors and Executive Committee
| Name of director, position | RFY-4 vs RFY-5 2019/2020 | RFY-3 vs RFY-4 2020/2021 | RFY-2 vs RFY-3 2021/2022 | RFY-1 vs RFY-2 2022/2023 | RFY vs RFY-1 2023/2024 | RFY 2024 |
|---|---|---|---|---|---|---|
| Frank Aranzana | 141% | 38% | 0% | 0% | 0% | 180,000 € |
| Klaus Röhrig | -30% | -42% | 4% | -7% | 4% | 65,000 € |
| Mark Pensaert | 8% | 3% | 0% | 0% | 0% | 77,500 € |
| Line De Decker | 4% | 0% | 60,000 € | |||
| Helen Routh | 16% | 0% | 4% | -4% | 0% | 65,000 € |
| Christian Reinaudo | 27% | 17% | 0% | -4% | 0% | 67,500 € |
| Pascal Juéry | -50% | 48% | -3% | 6% | 5% | 1,245,146 € |
| Executive Committee | -43% | 21% | 24% | -17% | 13% | 1,991,186 € |
| Financial metric | A: revenue | B: EBITDA | C: net profit | Average remuneration of employees on a full-time equivalent base |
|---|---|---|---|---|
| Employees of the Company | -13% | 3% | -35% | 0% |
| Employees of the Group | -35% | 5% | -52% | 52% |
| Ratio highest/lowest remuneration | 1394% | -102% | -1493% | 55% |
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AGFA-GEVAERT ANNUAL REPORT 2024
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AGFA-GEVAERT ANNUAL REPORT 2024
The Board of Directors and the Executive Management of Agfa-Gevaert NV, represented by Mr. Frank Aranzana, Chairman of the Board of Directors, Mr. Pascal Juéry, Chief Executive Officer and Mrs. Fiona Lam, Chief Financial Officer, hereby declare that, to the best of their knowledge, the consolidated financial statements give a true and fair view of the Group’s net worth and financial position and of its results in accordance with International Financial Reporting Standards as adopted by the EU; the annual report gives a true and fair view of the developments and results of the Company and its subsidiaries included in the consolidated financial statements, as well as a description of the main risks and uncertainties which the Group is facing.
As with any company, Agfa is continually confronted with several risks. Key risk management data is provided in the annual report under the caption ‘Risk management and internal controls’ (part of ‘Corporate governance, risks and remuneration’). Financial risks such as foreign currency risk, interest rate risk, commodity price risk, credit and liquidity risk are disclosed in more detail in the disclosure notes of the financial statements under ‘Financial risks and financial instruments’.
The accompanying notes are an integral part of these consolidated financial statements.
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Table of contents
CONSOLIDATED FINANCIAL STATEMENTS OF THE AGFA-GEVAERT GROUP
Profit or loss 92
Comprehensive income 93
Financial position 94
Changes in equity 95
Cash flows 96
BASIS OF PREPARATION
1 Reporting entity 98
2 Basis of accounting 98
3 Functional and presentation currency 98
4 Use of estimates and judgments 98
5 Changes in significant accounting policies 103
6 Alternative performance measure 104
PERFORMANCE OF THE YEAR
7 Reportable segments 110
8 Revenue 115
9 Other operating income and expenses 119
10 Net finance costs 121
11 Information on the nature of expenses 121
12 Earnings (loss) per share 122
EMPLOYEE BENEFITS
13 Post-employment benefit plans 123
14 Long-term termination benefits 132
15 Share-based payment transactions 133
16 Other employee benefits 134
TAXES
17 Income taxes 135
18 Other taxes 139
ACQUISITIONS AND DISPOSALS
19 Acquisitions 140
20 Disposals 140
FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
21 Market risk 144
22 Credit risk 150
23 Liquidity risk 153
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AGFA-GEVAERT ANNUAL REPORT 2024
24 Capital management 155
25 Accounting classification and fair values 155
26 Items of income, expense, gains and losses on financial instruments recognized in profit or loss 158
ASSETS
27 Goodwill and intangible assets 159
28 Property, plant and equipment 163
29 Right-of-use assets 164
30 Investments in associates and other financial assets 166
31 Receivables under finance lease 166
32 Inventories 168
33 Other receivables 168
34 Cash and cash equivalents 168
35 Non-current assets held-for-sale 169
36 Other assets 169
EQUITY AND LIABILITIES
37 Equity 170
38 Loans and borrowings 173
39 Provisions 175
40 Trade and other payables 176
41 Other liabilities 176
LIST OF SUBSIDIARIES
42 Investments in subsidiaries 177
43 Equity accounted investees 178
OTHER INFORMATION
44 Operating leases 179
45 Commitments and contingencies 179
46 Related party transactions 181
47 Events subsequent to December 31, 2024 181
48 Information on the auditor’s assignments and related fees 182
ACCOUNTING POLICIES
49 Basis of measurement 183
50 Significant accounting policies 183
51 New standards and interpretations issued but not yet effective 203
Comparative figures for five years (profit or loss, cash flows, financial position) 306
92
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | 2023 | 2024 |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenue | 8 | 1,150 | 1,138 |
| Cost of sales | (792) | (784) | |
| Gross profit | 359 | 353 | |
| Selling expenses | (170) | (162) | |
| Research and development expenses | (73) | (70) | |
| Administrative expenses | (140) | (133) | |
| Net impairment loss on trade and other receivables, including contract assets | 22.2 | 1 | (1) |
| Other operating income | 9 | 53 | 48 |
| Other operating expenses | 9 | (38) | (83) |
| Results from operating activities | 6 | (8) | (48) |
| Interest income (expense) - net | 3 | (4) | |
| Interest income | 10 | 15 | 11 |
| Interest expense | 10 | (12) | (15) |
| Other finance income (expense) - net | (29) | (22) | |
| Other finance income | 10 | 2 | 2 |
| Other finance expense | 10 | (31) | (24) |
| Net finance costs | (26) | (27) | |
| Share of profit of associates - net of tax | 30.1 | (1) | (1) |
| Profit (loss) before income taxes | (35) | (75) | |
| Income tax expense | 17 | (16) | (15) |
| Profit (loss) from continuing operations | (51) | (91) | |
| DISCONTINUED OPERATIONS | |||
| Profit (loss) from discontinued operations - net of tax | 20.2 | (49) | (1) |
| Profit (loss) for the period | (101) | (92) | |
| Profit (loss) attributable to: | |||
| Owners of the Company | (102) | (92) | |
| Non-controlling interests | 1 | - | |
| Earnings (loss) per share (euro) | 12.1 | (0.66) | (0.59) |
| Basic earnings (loss) per share (euro) from continuing operations/ Diluted earnings (loss) per share from continuing operations | (0.33) | (0.59) | |
| Basic earnings (loss) per share (euro) from discontinued operations/ Diluted earnings (loss) per share from discontinued operations | (0.33) | (0.01) | |
| 93 |
AGFA-GEVAERT ANNUAL REPORT 2024
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | 2023 | 2024 |
|---|---|---|---|
| Profit (loss) for the period | (101) | (92) | |
| Profit (loss) for the period from continuing operations | (51) | (91) | |
| Profit (loss) for the period from discontinued operations | 20.2 | (49) | (1) |
| Other comprehensive income, net of tax | (8) | 3 | |
| Items that are or may be reclassified subsequently to profit or loss: | |||
| Exchange differences: | (12) | 4 | |
| Exchange differences on translation of foreign operations | 37.6 | (10) | 5 |
| Release of exchange differences of discontinued operations to profit or loss | 37.6 | (2) | (1) |
| Cash flow hedges: | 4 | (1) | |
| Effective portion of changes in fair value of cash flow hedges | 37.4 | 2 | - |
| Change in fair value of cash flow hedges reclassified to profit or loss | 37.4 | 2 | (1) |
| Adjustments for amounts transferred to initial carrying amount of hedged items | 37.4 | - | - |
| Income taxes | 37.4 | - | - |
| Items that will not be reclassified subsequently to profit or loss: | (13) | 17 | |
| Equity investments at fair value through OCI - change in fair value | 37.3 | (1) | (1) |
| Revaluations of the net defined benefit liability recorded in equity | 37.5 | (15) | 19 |
| Income tax on remeasurements of the net defined benefit liability | 37.5 | 3 | - |
| Total other comprehensive income for the period, net of tax: | (22) | 20 | |
| Total other comprehensive income from continuing operations | (15) | 21 | |
| Total other comprehensive income from discontinued operations | (6) | (1) | |
| Total comprehensive income for the period attributable to: | (123) | (71) | |
| Owners of the Company | (125) | (71) | |
| Non-controlling interests | 2 | - | |
| Total comprehensive income for the period from continuing operations attributable to: | (66) | (70) | |
| Owners of the Company (continuing operations) | (66) | (70) | |
| Non-controlling interests (continuing operations) | - | - | |
| Total comprehensive income for the period from discontinued operations attributable to: | (56) | (2) | |
| Owners of the Company (discontinuing operations) | (58) | (2) | |
| Non-controlling interests (discontinuing operations) | 2 | - | |
| 94 |
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements.# MILLION EURO Note December 31, 2023 December 31, 2024
| Goodwill | 27 | 215 |
| Intangible assets | 27 | 24 |
| Property, plant and equipment | 28 | 115 |
| Right-of-use assets | 29 | 39 |
| Acquisition of associates | 30 | 1 |
| Other financial assets | 30 | 4 |
| Assets related to post-employment benefits | 13 | 29 |
| Trade receivables | 22.2 | 2 |
| Other tax receivables | 18 | - |
| Receivables under finance lease | 31 | 69 |
| Other assets | 36 | 4 |
| Deferred tax assets | 17 | 74 |
| ### Current assets | ||
| Inventories | 32 | 289 |
| Trade receivables | 22.2 | 175 |
| Contract assets | 8.3 | 83 |
| Current income tax assets | 17 | 51 |
| Other tax receivables | 18 | 20 |
| Other financial assets | 30 | - |
| Receivables under finance lease | 31 | 31 |
| Other receivables | 33 | 48 |
| Other current assets | 36 | 13 |
| Derivative financial instruments | 25 | 2 |
| Cash and cash equivalents | 34 | 77 |
| Non-current assets held-for-sale | 35 | 2 |
| 1,368 | 1,377 |
| Equity attributable to owners of the Company | 395 | 323 | |
| Share capital | 37.1 | 187 | 187 |
| Share premium | 37.1 | 210 | 210 |
| Retained earnings | 945 | 852 | |
| Other reserves | 37.2/37.3/37.4 | - | (2) |
| Translation reserve | 37.6 | (22) | (18) |
| Net amount of remeasurements of the net defined benefit liability recorded in equity | 37.5 | (926) | (906) |
| Non-controlling interests | 37.8 | 1 | 2 |
| Liabilities for post-employment and long-term termination benefit plans | 13/14 | 486 | 459 |
| Other employee benefits | 16 | 5 | 5 |
| Loans and borrowings | 38 | 69 | 141 |
| Provisions | 39 | 7 | 34 |
| Deferred tax liabilities | 17 | 9 | 8 |
| Trade payables | 23 | 3 | 2 |
| Other non-current liabilities | 41 | 4 | 7 |
| Loans and borrowings | 38 | 14 | 15 |
| Provisions | 39 | 13 | 26 |
| Trade payables | 23 | 132 | 127 |
| Contract liabilities | 8.3 | 97 | 102 |
| Current income tax liabilities | 17 | 23 | 21 |
| Other tax liabilities | 18 | 24 | 24 |
| Other payables | 40 | 9 | 5 |
| Employee benefits | 16 | 73 | 74 |
| Other current liabilities | 41 | 1 | 2 |
| Derivative financial instruments | 25 | - | 1 |
| 1,368 | 1,377 |
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | ATTRIBUTABLE TO OWNERS OF THE COMPANY | NON-CON- TROLLING INTERESTS | TOTAL EQUI- TY |
|---|---|---|---|---|
| Share capital | Share premi- um | Retained earnings | ||
| Balance at January 1, 2023 | 187 | 210 | 1,042 | |
| Comprehensive income for the period | ||||
| Profit (loss) for the period | - | - | (102) | |
| Other comprehensive income, net of tax | 37.9 | - | - | - |
| Total comprehensive income for the period, net of tax | - | - | (102) | |
| Transactions with owners, recorded directly in equity - changes in ownership | ||||
| Dividends | 37.7 | - | - | - |
| Transfer of amounts recognized in OCI to retained earnings following loss of control | 37.5 | - | - | 6 |
| Derecognition of NCI following loss of control | 37.8 | - | - | - |
| Total transactions with owners, recorded directly in equity | - | - | 6 | |
| Balance at December 31, 2023 | 187 | 210 | 945 | |
| Balance at January 1, 2024 | 187 | 210 | 945 | |
| Comprehensive income for the period | ||||
| Profit (loss) for the period | - | - | (92) | |
| Other comprehensive income, net of tax | 37.9 | - | - | - |
| Total comprehensive income for the period, net of tax | - | - | (92) | |
| Transactions with owners, recorded directly in equity - changes in ownership | ||||
| Dividends | 37.7 | - | - | - |
| Transfer of amounts recognized in OCI to retained earnings following loss of control | 37.5 | - | - | (1) |
| Derecognition of NCI following loss of control | 37.8 | - | - | - |
| Total transactions with owners, recorded directly in equity | - | - | (1) | |
| Balance at December 31, 2024 | 187 | 210 | 852 |
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements. The Group has elected to present a statement of cash flows that includes all cash flows, including continuing and discontinuing operations.
| MILLION EURO | Note | 2023 | 2024 |
|---|---|---|---|
| Profit (loss) for the period | (101) | (92) | |
| Income taxes | 17 | 21 | 15 |
| Share of (profit)/loss of associates - net of tax | 1 | 1 | |
| Net finance costs | 10 | 26 | 26 |
| Operating result | (53) | (49) | |
| Depreciation and amortization (excluding D and A on right-of-use assets) | 27/28 | 26 | 26 |
| Depreciation and amortization on right-of-use assets | 29 | 19 | 16 |
| Impairment losses on goodwill | 27 | - | - |
| Impairment losses on intangibles | 27 | - | - |
| Impairment losses on PP and E | 28 | 3 | 19 |
| Impairment losses on right-of-use assets | 29 | 5 | 4 |
| Recycling of hedge reserve | 21.4 | 2 | (1) |
| Government grants and subsidies | (5) | (5) | |
| Gains/losses on the sale of intangible assets and PP and E | - | (2) | |
| Loss on the disposal of discontinued operations | 20.1 | 42 | 1 |
| Expenses for defined benefit plans and long term termination benefits | 24 | 16 | 16 |
| Accrued expenses for personnel commitments | 60 | 57 | |
| Write-downs/reversals on inventories | 32 | 13 | 10 |
| Impairments/reversals on receivables | 22.2 | (1) | - |
| Additions/reversals of provisions | 39 | 1 | 45 |
| Exchange results and changes in fair value of derivatives | (1) | - | |
| Operating cash flow before changes in working capital | 134 | 138 | |
| Change in inventories | 23 | (13) | |
| Change in trade receivables | (22) | (3) | |
| Change in contract assets | 10 | (8) | |
| Change in working capital assets | 11 | (24) | |
| Change in trade payables | (10) | (7) | |
| Change in contract liabilities | 5 | 3 | |
| Change in working capital liabilities | (5) | (4) | |
| Changes in working capital | 6 | (28) | |
| Cash out for employee benefits | (133) | (123) | |
| Cash out for provisions | 39 | (22) | (8) |
| Changes in lease portfolio | 2 | 16 | |
| Changes in other working capital | (15) | 2 | |
| Cash settled operating derivatives | - | 2 | |
| Cash generated from (used in) operating activities | (28) | - | |
| Income taxes paid | (2) | (3) | |
| Net cash from (used in) operating activities | (30) | (4) | |
| of which related to discontinued operations | (12) | (1) |
The accompanying notes on pages 98 to 205 are an integral part of these consolidated financial statements. The Group has elected to present a statement of cash flows that includes all cash flows, including continuing and discontinuing operations.
| MILLION EURO | Note | 2023 | 2024 |
|---|---|---|---|
| Capital expenditures | 27/28 | (34) | (45) |
| Proceeds from sale of intangible assets and PP and E | 27/28 | 3 | 3 |
| Acquisition of subsidiaries, net of cash acquired | 19.2 | 3 | - |
| Acquisition of associates | 30.1 | (1) | (1) |
| Disposal of discontinued operations, net of cash disposed of | 20.1 | (4) | 2 |
| Interest received | 16 | 12 | |
| Net cash from (used in) investing activities | (16) | (29) | |
| of which related to discontinued operations | (5) | 2 | |
| Interest paid | (13) | (16) | |
| Dividends paid to non-controlling interests | 37.8 | (9) | - |
| Purchase of treasury shares | 37.2 | - | - |
| Proceeds from borrowings | 38.4 | 40 | 85 |
| Repayment of borrowings | 38.4 | - | (20) |
| Payment of leases | 38.4 | (23) | (21) |
| Proceeds/(payment) of derivatives | (3) | (4) | |
| Other financing income/(costs) received/paid | (2) | (2) | |
| Net cash from (used in) financing activities | (10) | 22 | |
| of which related to discontinued operations | (11) | - | |
| Net increase (decrease) in cash and cash equivalents | (57) | (11) | |
| Cash and cash equivalents at the start of the period | 138 | ||
| Net increase/(decrease) in cash and cash equivalents | 6.3 | (57) | (11) |
| Effect of exchange rate fluctuations | (4) | 2 | |
| Cash and cash equivalents at the end of the period | 34 | 77 | 68 |
Agfa-Gevaert NV (‘the Company’) is a company established in Belgium. The address of the Company’s registered office is Septestraat 27, 2640 Mortsel. The 2024 consolidated financial statements of the Group include the Company and 66consolidated subsidiaries (2023: 71 consolidated subsidiaries) controlled by the Company. Investments in subsidiaries are listed in note 42. In Europe, there are a few subsidiaries in which non-controlling interests have an interest that is of minor importance to the Group.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union up to December 31, 2024. The Group has not early adopted any new IFRS requirements that were not yet effective in 2024. Further information is provided in note 51 ‘New standards and interpretations issued but not yet effective’. The Board of Directors has concluded to continue applying accounting principles in the assumption of going concern. In this respect, further information is provided under 4.1 ‘Liquidity situation and going concern’. The consolidated financial statements were authorized for issue by the Board of Directors on March 11, 2025.
The consolidated financial statements are presented in euro, which is the Company’s functional currency. All finan-cial information presented in euro has been rounded to the nearest million, except when otherwise indicated. By using rounded numbers, the sum of line items presented in a table may not always match with (sub)totals as this total has been rounded to the nearest million and is not the sum of rounded data.
The amounts included in the consolidated financial statements require estimates and judgments by management. These are continually re-evaluated considering experience and other factors such as expectations of future events that may reasonably be expected to occur. Actual amounts could possibly differ from these estimates. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant in the consolidated financial statements are discussed below.# Liquidity situation and going concern
The consolidated financial statements have been prepared on a going concern basis which assumes the realization of assets and the fulfillment of liabilities in the ordinary course of business.
98 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company's Board of Directors has assessed the going concern status and the major uncertainty that relates to the refinancing on long-term basis of the Company. In managing its liquidity, the Group currently has a revolving credit facility it can access to meet its liquidity needs. The notional amount of this credit facility amounts to 230 million euro of which 100 million euro is drawn per December 2024 and matures in March 2026 and the financial institutions have extended the maturity to May 30, 2026 which covers a period of at least 12 months after the Annual General Meeting that will approve the financial statements for 2024. Management is currently in close discussion with the financial institutions for the refinancing of the credit facility. The Board of Directors is confident to reach an agreement with the financial institutions that is appropriate for the Company.
As part of the existing revolving credit facility, the Group is required to adhere to several financial covenants. The covenant tests, measured over the Group’s continuing operations, consist of:
Leverage covenant: the leverage ratio of net financial debt over the last twelve months EBITDA is not to exceed 3
Interest coverage: the last twelve months EBITDA over net interest cost should be minimum 5
The Group has complied with all covenant requirements of the current revolving credit facility throughout the reporting period. Below overview provides more information about the situation of the covenants as per June 30, 2024 and December 31, 2024.
| MILLION EURO | 2024 June 30, 2024 | 2024 December 31, 2024 | |
|---|---|---|---|
| Net Financial Debt [1] | 51 | 37 | |
| 12 Month Rolling EBITDA [2] | 54 | 52 | |
| 12 Month Rolling Interest [3] | 0 | -4 | |
| Covenants | |||
| NFD/EBITDA [1]/[2] (Max 3) | 0.9 | 0.7 | |
| EBITDA/Interest [2]/[3] (Min 5) | 285.6 | 12.3 |
Note: Covenant testing done every half year
Adjusted EBITDA only continued operations
The Board of Directors will closely monitor future compliance with these financial covenants. Based on the budget for 2025, these covenants are expected to continue to be met. Management has prepared detailed budgets and cash flow forecasts for the next five years. Management acknowledges that uncertainty remains in these cash flow forecasts. Significant changes in the realization of business plans may affect the Company’s level or timing of drawdown on its credit facility. During 2024, the Company continued to consume operating cash and realized a free cash flow of -46 million euro (2023: -48 million euro) which resulted in a Net Financial Debt that has evolved from a net cash position of 37 million
[1] "Net Financial Debt" in the context of the calculation of the covenants means the Company's consolidated net financial indebtedness, i.e. liability line items "Loans and borrowings" (in both Current and Non-current liabilities) of the statement of financial position minus cash investments and liquid assets (i.e. asset line item "Cash and cash equivalents" of the statement of financial position), but excluding any lease liabilities.
[2] "EBITDA" in the context of the calculation of the covenants means, for each relevant period, the Company's consolidated profits before interest, tax, depreciation and amortization (i.e. line item "Profit from operating activities" (before taking into account restructuring charges and Adjustments(previously named non-recurring items) of the consolidated statement of profit or loss) plus line item "Depreciation, amortization and impairment losses" of the consolidated statement of cashflows), but after deducting any payment in respect of any lease.
[3] Interest means the interest income (expense) – net as presented in the profit and loss statement over a rolling period of 12 months.
99 AGFA-GEVAERT ANNUAL REPORT 2024
euro (excl. lease liabilities) as per December 31, 2023 to a net debt position of 37 million euro (excl. lease liabilities) as per December 31, 2024. A large part of the cash consumption in 2023 and 2024 is explained by restructuring programs and one-time events negatively impacting net cash flow, amounting to 51 million euro for 2023 and 21 million euro for 2024.
For 2025, the Company expects continued profitability growth for Digital Print and Chemicals, driven by Digital Printing Solutions and Green Hydrogen Solutions. For HealthCare IT the profitability for 2025 is expected to be in line with 2024, mainly explained by the transition to cloud technology which has a short-term delaying effect on revenue recognition and related margins. For Radiology Solutions, measures are and will continue to be taken to adjust the cost base of its traditional film activities. The first savings of the restructuring plan announced in the fourth quarter of 2024 are expected to materialize in the second half of 2025.
Given the outlook for 2025 of the performance of the various divisions, the current committed facilities available to the Company and the expectation of reaching an agreement to refinance on a long-term basis beyond May 2026, the Company expects continuation of its current and future obligations and meet working capital needs. Therefore, the Board of Directors has concluded to continue applying accounting principles in the assumption of going concern. Further information on the Group’s credit facilities is provided in note 23 ‘Liquidity risk’.
According to IAS 36 ‘Impairment of assets’, the Company assesses at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. Irrespective of whether there is an indication of impairment, the Company should test annually goodwill acquired in a business combination. Goodwill mainly relates to the CGU Agfa HealthCare IT (215 million euro) and to a lesser extent to the CGU Digital Print and Chemicals (2 million Euro).
In assessing whether there is an indication that an asset may be impaired, the Company considers as a minimum several indications from both external and internal sources of information. The carrying amount of the total net assets of the Group exceeding its market capitalization is one example of external sources of information that is considered in impairment testing. As per December 31, 2024, the market capitalization of Agfa-Gevaert amounts to 111.9 million euro (and reasonably consistent over the past year) whereas the total net assets of the Group amount to 326 million euro. This is a trigger for the Company to estimate the recoverability of the Group’s net assets. The plan to restructure the manufacturing operations on the Belgian manufacturing site and the underperformance of certain businesses compared to budgets are internal sources of information used in assessing whether there is an indication that an asset or group of assets may be impaired.
Management prepares an assessment of the recoverable amount of the cash-generating units to which goodwill is attributed by discounting future cash flow projections to determine whether the assets of the cash-generating units are impaired at the reporting date as well as the level of impairment charge to be recognized. Future cash flow projections are derived from formal five-year plans that are approved by the Board of Directors. These long-term business plans are also used as a basis for testing Intangible assets, Property, plant and equipment and Right-of-use assets that do not generate cash inflows that are largely independent of those from other assets, and consequently are to be tested on the level of the cash-generating unit to which they are attributed.
In its assessment of whether an impairment of goodwill or other non-current assets would be appropriate, a significant level of judgment is required by management which principally relates to the inputs used in both forecasting and discounting future cash flows to determine the recoverable amount of the different cash-generating units. For HealthCare IT, the execution of the growth plan is an important driver in the recoverability assessment of its goodwill. The growth ambition reflected in the business plans is supported by a growing market and includes the
100 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
further transformation of Agfa HealthCare IT into a strong player in the cloud segment of its market. The revenue growth rate is therefore a key assumption in the calculation of the recoverable amount of the cash-generating unit HealthCare IT. Also, for Digital Print and Chemicals, the revenue growth rate is key in the calculation of the recoverable amount of related cash-generating unit.
In discounting the projected cashflows used in impairment testing, management uses a WACC based on a debt/equity ratio for an average market’s participant increased with an additional risk premium to the cost of equity. The cost of debt is based on the conditions on which comparable companies can obtain long-term financing. The impairment testing of goodwill demonstrates sufficient headroom when comparing the outcome of the value in use calculation (recoverable amount) of the cash-generating units HealthCare IT and Digital Print and Chemicals with their respective carrying amounts.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The basis for assessing the recoverability of deferred tax assets is the five-year business plans of the business segments HealthCare IT and Digital Print and Chemicals. These long-term business plans are used as a basis for determining the profitability of the entities for which deferred tax assets have been recognized. In recent years, a valuation allowance has been posted for all deferred tax assets linked to the Radiology Solutions business. The recoverability of deferred tax assets is thus closely linked to the realization of the business segments' long-term planning: significant changes to business plans and/or flows of goods and services may affect the taxable profits or losses of certain Group entities. Moreover, the extent to which an entity is profitable is determined in part by the evolution of domestic and foreign tax laws. In assessing future profitability, management makes an estimate of the timing of the reversal of temporary differences.
Management regularly reassesses the recoverability of the Group’s deferred tax assets considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If the Group continues to operate at a loss in certain jurisdictions or is unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time horizon within which the underlying temporary differences become taxable or deductible, the Group could be required to reverse certain deferred tax assets resulting in a substantial increase in the Group’s effective tax rate. Further information on the extent and evolution of deferred tax assets is provided in note 17.
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the Group’s total income tax charge. For identifying and monitoring tax risks, ongoing investigations and proceedings, the Group has various policies and guidelines relating to both direct and indirect taxes. As a result, the Group has a clear overview of the status of various risks and the progress of ongoing investigations and proceedings. A dedicated team closely monitors its evolution, among other things with a view to determining an appropriate provision. For material matters, the team is supported by external specialists. The analysis distinguishes between transfer pricing risks, other tax risks, ongoing tax audits and ongoing tax litigation. It goes without saying that the statutes of limitations of each jurisdiction are considered when identifying risks. The outcome of the analysis is quarterly reported to the CFO and once a year to the Audit Committee. While the Group is confident that all its intra-group transactions are market compliant and documented, transfer prices are continuously subject to in-depth investigations by tax authorities worldwide. Some negotiations with tax authorities may lead to double taxation whereby the outcome of procedures may have a negative impact on the final tax cost. An estimate is made annually based on the results of the past five years. Such risks run over a long period of time. With respect to ongoing tax audits, we note that the outcome is rarely straightforward and often leaves room for negotiation. Therefore, the assessment of the expected outcome of such audits is constantly adjusted depending on interim findings and subsequent discussions. The risks associated with an ongoing audit are more likely to be short- or medium-term (less than two years). For ongoing tax legal proceedings, the situation depends on whether a disputed tax has been paid or not. In case of payment of a disputed tax, no further obligation can exist. A non-payment of a disputed tax is always supported by advice and/or opinion of an external specialist in the matter. Such proceedings often take several years (more than five years), depending on the jurisdiction.
The liabilities and net periodic pension cost of the Group’s defined benefit plans are determined using actuarial valuations that involve several actuarial assumptions, the most significant of which is the discount rate. Other key actuarial assumptions relate to price inflation and mortality tables. Given the size of the pension liabilities in relation to the Group’s balance sheet total (29%), changes in actuarial assumptions and experience adjustments can have a significant effect on the Group's debt and equity position. The discount rates used are determined by reference to the rates available on high-quality corporate bonds, that have a credit rating of at least AA from a main rating agency, that have maturity dates approximating the terms of the Group’s obligation.
Changes in the present value of the defined benefit obligation resulting from changes in financial assumptions such as discount rates and inflation are part of the actuarial gains and losses recognized in Other Comprehensive Income. The following information illustrates the sensitivity to a change as per December 31, 2024 in the Group’s key actuarial assumptions for the defined benefit obligations of the Group’s material countries (within the context of post-employment benefit plans: Belgium, Germany, UK and USA).
| MILLION EURO | Assumption | Change in actuarial assumption | Amount |
|---|---|---|---|
| Discount rate | Reduction by 0.5 percentage points | 63 | |
| Increase by 0.5 percentage points | (57) | ||
| Price inflation(1) | Increase by 0.25 percentage points | 14 | |
| Reduction by 0.25 percentage points | (14) | ||
| Life expectancy | Increase by one year | 37 | |
| Reduction by one year | (34) |
(1) The effect on the DBO of the change in the price inflation assumption includes the effect of the price inflation change on inflation-linked assumptions (e.g. salary growth, pension indexations (e.g. salary growth, pension indexatin) where relevant. However, for the UK pension plan, a change in the defined benefit obligation due to changes in assumptions triggers a corresponding change in the value of plan assets. Therefore, the net pension liability for the UK pension plan – a surplus shown on the asset side of the statement of financial position – is not sensitive to changes in assumptions. Since pension plans in Germany are unfunded and therefore are direct obligations of the employer to the beneficiaries of the plans, the net pension liability for Germany is most sensitive to changes in assumptions. The effects of differences between the previous actuarial assumptions and what has occurred are called ‘experience adjustments’ and are part of the actuarial gains and losses recognized in Other Comprehensive Income. While the Group believes that the actuarial assumptions used are appropriate, significant differences in actual experience could materially impact the Group’s retirement obligations. Detailed information per country on the actuarial assumptions applied as of December 31, 2024, the extent and evolution of post-employment benefit liabilities and sensitivity on changes in assumptions is provided in note 13.
The consolidated statements of the Group as disclosed in this annual report take into account new standards applicable as from January 1, 2024. The Group did not early adopt standards issued but not yet effective. Following new standards or amendments to IFRS are effective as from January 1, 2024. It relates to Amendments to IFRS 16 Leases: Lease liability in a Sale and Leaseback(issued in September 2022) Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current(issued in January 2020) Amendments to IAS 1 Non-current liabilities with covenants(issued in October 2022) Amendments to IAS 7 Statement of Cash Flow and IFRS 7 Financial Instruments: disclosures – supplier finance arrangement(issued in May 2023).# Climate change and connectivity between sustainability reporting and financial reporting
The International Sustainability Standards Board (ISSB) has published two IFRS Sustainability Disclosure Standards; IFRS S1 General Requirements for disclosures of Sustainability-related financial information and IFRS S2 Climate-related disclosures (issued in June 2023) effective for annual periods starting on or after January 1, 2024. These standards provide a framework for companies to report on all relevant sustainability-related topics across the areas of governance, strategy, risk management, and metrics and targets. The application of these standards did not have a material impact on the consolidated financial statements.
The Group has adopted the amendments to IAS 1 related to the classification of liabilities as current or non-current as from January 1, 2024 and the amendments related to non-current liabilities with covenants. A company classifies a liability as non-current if it has a right to defer settlement for at least twelve months after the reporting period. The amendments clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. They clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. The IASB issued an amendment clarifying that only covenants of a liability arising from a loan arrangement, which an entity must comply with on or before the reporting date affect the classification of that liability as current or non-current. The amendments do not require an entity to present separately non-current liabilities for which the entity’s right to defer settlement is subject to compliance with future covenants within twelve months. The amendments require entities to disclose information about such covenants and related liabilities in the notes.
Agfa-Gevaert NV has a three-year multi-currency revolving credit facility of 230 million euro at its discretion. This facility is unsecured, runs until May 2026 and will be used for general corporate purposes. Drawdowns under this facility are subject to predefined covenants agreed with the financial institution, i.e. a leverage ratio of net financial debt over EBITDA and an interest cover of EBITDA over the interest expense which should not exceed certain thresholds. These covenants are tested twice a year. As per December 31, 2024, these covenants are met. Drawdowns under this loan facility are made for short periods. Based on the fact that the entity has the right to roll over the drawdown under the existing loan facility and thus defer the settlement, the Group has classified this liability as long-term. The other standards (amendments) were either not applicable or did not have a material impact to the Group’s financial statements.
Alternative performance measures (APMs) are used in the financial communication of the Group since management believes that these alternative performance measures are widely used by certain investors, securities analysts, and other interested parties as supplemental measure of performance. Management has presented the performance measures ‘Adjusted EBIT’ and ‘Adjusted EBITDA’ because it monitors these performance measures by division and believes that these measures are relevant to an understanding of the financial performance of the Group’s operating segments. Other APMs measuring the financial performance and financial position of the Group and frequently used in external communications involve Free cash flow and Adjusted free cash flow, Working Capital and Net Financial Debt incl. IFRS 16 and excl. pension debt, Net Financial Debt excl. IFRS 16 and excl. pension debt and Net Debt. The alternative performance measures used in financial communication of the Group may not be comparable to similarly titled measures of other companies and should be analyzed together with IFRS data. Therefore, each of these APMs are defined and reconciled with IFRS information in sections 6.1 until 6.5.
104 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Adjusted EBIT: The result from continuing operating activities before restructuring expenses and adjustments.
Restructuring expenses: Expenses related to detailed and formal restructuring plans approved by management. Related expenses comprise expenses recognized when accounting for a ‘Provision for restructuring’ but could also comprise other expenses that are directly linked to a formal restructuring plan (e.g. exceptional write-downs on inventories and impairment losses on receivables when specifically linked to/resulting from a decision to restructure). Restructuring expenses mainly relate to employee termination costs.
Adjustments: Income and expenses related to activities or events which are not indicative as arising from normal, recurring business operations and are not related to a restructuring plan. These adjustments comprise expenses related to important transformation programs, material changes in the measurement estimates of assets or liabilities related to infrequent events (such as the sale of a building), material gains or losses related to infrequent events or transactions (e.g. mergers and acquisitions) as well as substantial litigations which are not part of the normal recurring business activities. In case the activities or events are not directly linked to a specific segment but are related to Agfa as a Group, the costs are not attributed to the reportable segments.
The following table reconciles Adjusted EBIT with 'Results from operating activities' as presented in the consolidated statement of profit or loss.
| 2023 | 2024 | |
|---|---|---|
| Adjusted EBIT | 31 | 27 |
| Restructuring | (9) | (38) |
| Adjustments | (30) | (37) |
| Results from operating activities | (8) | (48) |
At year end 2024, restructuring expenses amounted to 38 million euro and mainly relate to: the reorganization of the manufacturing plant in Belgium (32 million euro) and the closure of the Schrobenhausen site in Germany (5 million euro). More detail on these restructuring expenses is provided in note 9.2.
At year end 2023, restructuring expenses amounted to 9 million euro and mainly relate to employee termination costs of which:
* 4 million euro related to HealthCare IT (2 million euro in NAFTA and 2 million euro in Belgium)
* 3 million euro related to Digital Print and Chemicals (of which 2 million euro in Belgium and 1 million euro in other European countries)
* 2 million euro related to Radiology Solutions (1 million euro in Belgium and 1 million euro in other countries, mainly in China)
At year end 2024, adjustments amounted to 37 million euro and mainly comprise:
* impairment losses on Property, plant and equipment (18 million euro) related to Radiology Solutions
* impairment losses on Property, plant and equipment (2 million euro) due to decommissioning of certain assets related to Radiology Solutions
* impairment losses on Right-of-use assets (4 million euro) related to Radiology Solutions
* strategic transformation projects related costs of 10 million euro (changing the organizational structure into a lean, agile and future-oriented structure: 6 million euro relating to the ICS transformation in Belgium and 4 million euro consultancy costs)
* a provision for a litigation on indirect taxes (2 million euro)
* S4hana project costs in North America (1 million euro)
* a discounted impact on the receivables in Brazil related to indirect taxes (1 million euro)
* lawyer costs (1 million euro related to AgfaPhoto and to an Intellectual Property litigation in Digital Print and Chemicals)
* income due to reversal of provision for soil remediation, amounting to 1 million euro
* settlement gain of obligation against silver recovery company (1 million euro)
* a net gain related to housing mainly driven by the sale of a warehouse in Spain (1 million euro)
At year-end 2023, adjustments amounted to 30 million euro and mainly comprise:
* strategic transformation projects related costs of 17 million euro (changing the organizational structure into a lean, agile and future-oriented structure)
* impairment losses on Property, plant and equipment of 2 million euro (Radiology Solutions)
* impairment losses of 3 million euro on Right-of-use assets related to empty space in Munich
* lawyer expenses of 6 million euro
* an exceptional write-down of inventories of 1 million euro; and preservation site costs as well as unrecoverable balance sheet amounts of 1 million euro.
105 AGFA-GEVAERT ANNUAL REPORT 2024
Adjusted EBITDA: The result from continuing operating activities before depreciation, amortization, restructuring expenses and adjustments.
| 2023 | 2024 | |
|---|---|---|
| Adjusted EBIT | 31 | 27 |
| Depreciation and amortization on intangible assets and PP and E | 26 | 26 |
| Depreciation right-of-use assets (IFRS 16 impact) | 19 | 16 |
| Adjusted EBITDA | 76 | 70 |
Free Cash Flow: The sum of ‘Net cash from/(used in) operating activities’ and ‘Net cash from/(used in) investing activities excluding the impact of ‘Acquisitions of subsidiaries, net of cash acquired’, ‘Interests received’ and the ‘Net cash from/(used in) operating and investing activities that relates to discontinued operations’.
Adjusted Free Cash Flow: Free Cash Flow Adjusted excluded for the impact of the ‘Cash out for pensions below EBIT’, the ‘Cash out for long-term termination benefits’ and the cash out for ‘Adjustments and restructuring expenses’.Cash out for pensions below EBIT: The sum of Expenses for defined benefit plans and long-term termination benefits (see ‘Consolidated Statement of Cash Flows’) and the cash out for defined benefit plans and long-term termination benefits that are part of the ‘Cash out for employee benefits’ as presented in the Consolidated Statement of Cash Flows. Adjustments and restructuring related cash in- and outflows: Cash in- and outflows resulting from income and expenses that are either in the current or previous reporting periods recognized in ‘Adjustments’ or ‘Restructuring expenses’. The following table summarizes the components of (Adjusted) Free Cash Flow with net increase (decrease) in cash and cash equivalents as presented in the consolidated statement of cash flows.
106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation (Adjusted) Free Cash Flow
| 2023 | 2024 | |
|---|---|---|
| Adjusted EBITDA | 76 | 70 |
| Working capital-net | 21 | (18) |
| Capex | (33) | (45) |
| Provisions and other | (12) | 16 |
| Income taxes | (1) | (4) |
| Adjusted Free Cash Flow | 50 | 19 |
| Pensions (below EBIT) and long term termination benefits | (47) | (44) |
| Cashouts for adjustments and restructuring expenses | (51) | (21) |
| Free Cash Flow | (48) | (46) |
6.4 Working Capital
Working Capital: The sum of Inventories plus trade receivables plus contract assets minus contract liabilities and minus trade payables. The following table summarizes the captions of the consolidated statement of financial position totaling working capital.
| Working Capital | 2023 | 2024 |
|---|---|---|
| Inventories | 289 | 293 |
| Non-current trade receivables | 2 | 2 |
| Current trade receivables | 175 | 178 |
| Contract assets | 83 | 93 |
| Non-current trade payables | (3) | (2) |
| Current trade payables | (132) | (127) |
| Contract liabilities | (97) | (102) |
| Working Capital | 317 | 335 |
6.5 Net Financial Debt incl. IFRS 16 and Net Financial Debt excl. IFRS 16 and excluding pension debt
Net Financial Debt incl. IFRS 16 and excluding pension debt: The sum of non-current and current liabilities to banks including non-current and current lease liabilities and bank overdrafts minus cash and cash equivalents.
Net Financial Debt excl. IFRS 16 and excluding pension debt: The sum of non-current and current liabilities to banks excluding non-current and current lease liabilities, including bank overdrafts minus cash and cash equivalents.
107
AGFA-GEVAERT ANNUAL REPORT 2024
The following table summarizes the components of Net Financial Debt incl. IFRS 16 and excluding pension debt and Net Financial Debt excl. IFRS 16 and excluding pension debt. These balances match with the consolidated financial statement of financial position.
Net Financial Debt including IFRS 16 and excluding pension debt
| 2023 | 2024 | |
|---|---|---|
| Cash and cash equivalents | (77) | (68) |
| Non-current loans and borrowings | 69 | 141 |
| Current loans and borrowings | 14 | 15 |
| Net Financial Debt including lease liabilities | 6 | 87 |
Net Financial Debt excluding IFRS 16 and excluding pension debt
| 2023 | 2024 | |
|---|---|---|
| Cash and cash equivalents | (77) | (68) |
| Non-current loans and borrowings | 69 | 141 |
| Non-current lease liabilities comprised in non-current loans and borrowings | (29) | (36) |
| Current loans and borrowings | 14 | 15 |
| Current lease liabilities comprised in current loans and borrowings | (14) | (15) |
| Net Financial Debt excluding lease liabilities | (37) | 37 |
The following table reconciles the net increase/decrease in cash and cash equivalents to the net cash in/(out)flows.
MILLION EURO
| 2023 | 2024 | |
|---|---|---|
| Net increase / (decrease) in cash and cash equivalents | (57) | (11) |
| Proceeds from borrowings (-) | (40) | (85) |
| Repayment of borrowing (+) | - | 20 |
| Net cash in (out)flows | (96) | (76) |
More information on the different cash flows explaining the net cash consumption is provided in note 6.3. The net financial debt increased in 2024 by 74 million euro from a net cash position of 37 million euro to a net debt position of 37 million euro. This 74 million euro is explained by a net cash outflow of 76 million euro and a currency impact of 2 million euro. The net financial debt increased in 2023 by 97 million euro from a net cash position of 134 million euro to a net cash position of 37 million euro. This 97 million euro is explained by a net cash outflow of 96 million euro and a currency impact of 1 million euro. The following table shows a reconciliation from the opening balances to the closing balances for the Net Financial Debt excl. IFRS 16 and excluding pension debt.
MILLION EURO
| 2023 | 2024 | |
|---|---|---|
| Net financial debt (cash) (excl IFRS16 and excl. Pension debt) - January, 1 | (134) | (37) |
| Cashflows | (96) | (76) |
| Currency impact | (1) | 2 |
| Net financial debt (cash) (excl IFRS16 and excl. Pension debt) - December, 31 | (37) | 37 |
6.6 Net debt
Net debt: the sum of Net financial debt incl IFRS 16 and the liabilities for post-employment and long-term termination benefit plans - net balance sheet position. Net debt could be summarized as follows
MILLION EURO
| 2023 | 2024 | |
|---|---|---|
| Net Financial Debt (excl IFRS 16 and excl. pension debt) | (37) | 37 |
| Lease liabilities | 43 | 50 |
| Liabilities (assets) for post-employment and long-term termination benefit plans - net balance sheet position | 457 | 405 |
| Net Debt | 463 | 492 |
108
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
109
AGFA-GEVAERT ANNUAL REPORT 2024
PERFORMANCE OF THE YEAR
The Agfa-Gevaert Group posted strong Q4 revenue, profitability and free cash flow growth, with record performances of its growth engines. The strong year-end resulted in significant full year revenue growth and a strong profitability step up in Digital Printing Solutions, Green Hydrogen Solutions and Direct Radiography, as well as a significant increase in order intake in HealthCare IT, with a high share of cloud-based and net new customer contracts. This was counterbalanced by an accelerated market decline for the traditional film activities. The savings program to align the costs base to the evolution of the traditional film markets is on track. In 2024, there was an acceleration of the impact of the successful strategies for the growth engines. HealthCare IT, Digital Printing Solutions and Green Hydrogen Solutions all recorded record-high EBITDA figures in the fourth quarter of 2024 and delivered good full year results. Over the past three years, Agfa has been rebuilding the strategic foundations of its HealthCare IT division, transforming it into a strong player in the cloud segment of its market. As a result, a record-high order intake for this business was recorded in 2024. The three major KLAS Awards that Agfa recently won, demonstrate the dedication to advancing Enterprise Imaging and delivering innovative solutions that empower healthcare providers. Driven by major strategic decisions and successful product launches, Agfa reaches critical mass with its Digital Printing Solutions. In 2024, a double-digit revenue growth was posted and a doubling of the profit for this business. In a few years’ time, we turned our Green Hydrogen Solutions business from an R and D project into a successful start-up structure, with continuous strong sales growth. The ZIRFON membranes are the standard in the industry, used for the largest hydrogen projects in the world. Recently, an agreement was reached with our social partners in Belgium on our plan to adjust the cost base of our traditional film activities to the reality in the market. This self-funding program will allow Agfa to reduce the cost base of these activities by 50 million euro by the end of 2027. The first savings will start to materialize in the second half of 2025. Mainly based on cloud-related contracts with high-profile new customers, HealthCare IT recorded a record 32% increase in the 12 months rolling order intake starting from 124.6 million euro the year before to 164.8 million euro. 27% of total 2024 full year order intake is cloud-related. Net new customers represent 33% of total order intake. 66% of total order intake is related to project contracts and 34% to recurring revenue contracts. The division’s top line decreased by 3.0% versus 2023 due to the market transition to cloud technology. Mainly due to the increased service contribution and a higher contribution of own IP software in total sales, HealthCare IT’s gross profit margin improved from 46.5% in 2023 to 48.8%, which is an all-time high full-year percentage for this division. The adjusted EBITDA margin evolved from 12.5% to 13.6%, with a strong performance in the fourth quarter of the year. The Digital Printing Solutions business posted record top line and EBITDA results in 2024. The business saw a gradual quarter-on-quarter acceleration of top line growth versus the previous year, resulting in a full year growth by 13%. This clearly shows the success of the growth strategy for these activities. Agfa expects to build further momentum with its digital printing portfolio in 2025, based on recent product launches and on the global strategic partnership between Agfa and EFI for digital printing equipment. Ink top line grew by 15%, also driven by the success of the ongoing program to convert former Inca customers to Agfa’s ink sets. Agfa continued to expand and enhance its industry-leading digital printing equipment portfolio. In 2025, at least four major product launches are planned. There have been a number of successful product launches in 2024. Sales of the ZIRFON membranes for renewable-powered green hydrogen production grew by 27% versus 2023.# 110 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Overall market momentum is improving with increasing interest in alkaline water electrolysis projects for green hydrogen; important investments expected to be launched in Europe on the back of reinforced or continued support mechanisms (IPCEI, Hydrogen Bank, H2Global) and further implementation of EU legislation. Agfa continued to expand its customer base based on the rising interest in Asia, resulting in a first major customer in India. The establishment of a new industrial-scale ZIRFON production plant in Mortsel, Belgium is on track. In September 2024, a new ZIRFON lab was taken into operation in Mortsel. A renewed collaboration agreement with VITO, a global research and service center, to pioneer a new generation of gas separator membranes for alkaline water electrolyzers, was achieved.
Volumes of Agfa’s medical film business followed the declining market trends. Profitability in this business was impacted by the volume decrease and costs related to manufacturing inefficiencies. This was partly offset by measures to control costs and to streamline the business. The gross profit margin decreased from 31.4% of revenue in 2023 to 27.8%. The adjusted EBITDA margin decreased from 8.8% of revenue in 2023 to 4.1%. The program to tackle the challenges in the film business is on track. It is expected to deliver its first results as from the second half of 2025.
Driven by a particularly strong fourth quarter, profitability improved in DR and Computed Radiography (CR). Agfa’s Direct Radiography (DR) business posted 8% top line increase in 2024, thus growing stronger than the market. In Europe, consolidation exercises in healthcare groups are leading to postponed investment plans, while a further trend toward big tenders is increasing the fluctuations between quarters. Profitability for this business improved year-over-year, as well as quarter-over-quarter. As part of its plans to review the footprint of its Computed Radiography (CR) production facilities, Agfa came to an agreement with the social partners to stop the production and assembly of CR plates and cassettes at its Schrobenhausen site in Germany, resulting in the closure of this facility.
The Agfa-Gevaert Group expects that the growth engines will continue to perform strongly in 2025. As usual, due to seasonality reasons, a slower start of the year is expected, followed by a stronger second half. This outlook is based on the current economic environment.
The good momentum is expected to continue. Taking into account the ongoing transition to cloud technology, the division’s performance is expected to be roughly in line with that of last year.
The division expects continued significant growth in top line and profitability, driven by Digital Printing Solutions and Green Hydrogen Solutions.
A stable performance is expected, with continued progress in Direct Radiography and continued pressure on the medical film business.
The activities of the Group have been grouped into four divisions: HealthCare IT, Digital Print and Chemicals, Radiology Solutions and CONOPS (Contractor Operations and Services former Offset). This divisional structure is technology and solutions based and will allow the business to seek future partnerships. The Group’s management has identified the aforementioned divisions as its operating segments. They equal the Group’s reportable segments. All operating segments have strong market positions, well-defined strategies and full responsibility, authority and accountability.
To allow for a more accurate assessment of the performance of the operating segments some costs of Corporate functions at Group level (e.g. Investor Relations, Corporate Finance, Internal Audit, Corporate Tax, Corporate Risk) are not attributed to the operating segments. These costs are reported under ‘Corporate Services.’ The Group’s operating segments reflect the level at which the Group’s CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. The reportable segments comprise the following activities:
Agfa HealthCare transforms the delivery of care – supporting healthcare professionals across the globe with holistic, fast, and meaningful engagement with patient images; no matter where, when or how they need access. Agfa HealthCare’s Enterprise Imaging Platform is designed to not only incorporate cutting-edge technology, but also empower organizations to achieve their goals and unlock their full potential – making a difference in patients’ lives on a daily basis. Focusing on creating an exceptional experience and true empowerment, Enterprise Imaging builds a connected, collaborative, and scalable community of care. Agfa HealthCare’s secure platform makes this a reality by providing multi-specialty eco-systems of digital health solutions. There, images are available to all members of the care team, driving an improved performance for care providers, whilst helping to improve business, operational and financial outcomes. In addition to its robust solutions stack, Agfa HealthCare is dedicated to upholding strong client delivery principles. Its commitment extends beyond technology to ensure exceptional service and satisfaction. Agfa HealthCare calls it: “That’s life in flow”.
The Digital Print and Chemicals division serves a great variety of industries. Building on Agfa’s expertise in chemistry and its deep knowledge of the graphic industry, the division has a leading position in inkjet printing. Agfa supplies sign and display and packaging printing companies with a range of highly productive and versatile wide-format inkjet printers with matched inks, powered by dedicated workflow software. In addition, it develops dedicated inkjet printing systems for the laminate and leather industries, as well as high-performance inkjet inks and fluids for a wide variety of industrial inkjet applications, enabling manufacturers to integrate print into their existing production processes. It also offers dedicated functional inkjet inks to specific hi-tech industries such as the printed electronics industry. Furthermore, the division supplies high-quality electrolysis membranes to the hydrogen production industry. With these best-in-class, exceptionally durable ZIRFON membranes, Agfa is in a strong position to benefit from the rise of the green hydrogen economy. The product assortment is completed by a range of printable synthetic papers and films for micrography, non-destructive testing, aerial photography and printed circuit board production.
The Radiology Solutions division is a major player in the diagnostic imaging market, providing analog and digital imaging technology to meet the needs of specialized clinicians in hospitals and imaging centers around the world. Agfa’s innovative imaging equipment and its leading MUSICA image processing software set standards in productivity, safety, clinical value and cost effectiveness. Furthermore, its SmartXR portfolio provides radiographers with predictive workflow assistance. With nearly 160 years of experience, Agfa helps its customers to improve the quality and efficiency of their patient care. With Agfa, every image counts.
The sale of the Offset Solutions division in 2023 influences the way the Agfa-Gevaert Group reports its results. Under the terms of the share purchase agreement with Aurelius Group, the Agfa-Gevaert Group continues to provide certain consumables (including film) and services to its former division. In the financial statements of the Group this is presented in a division called ‘Contractor Operations and Services former Offset’ or ‘CONOPS’. CONOPS represents the supply of film and chemicals as well as a set of support services delivered by Agfa to Offset Solutions. As of April 2023, the segment CONOPS represents income charged to external parties ECO3, a subsidiary of the Aurelius Group, and Brother Optical Graphic Limited (Hongkong) and related costs. Revenue represents the supply agreements, with the corresponding cost under Cost of Sales. The income related to the support services is presented in other income, the corresponding costs are shown in the different SG and A lines. More information is provided in note 20.2.
The Group’s management has identified the aforementioned divisions as its operating segments. They equal the Groups reportable segments. There are no transactions between operating segments.
Segment results are attributed to a reportable segment based on the following principles: direct attributable to a reportable segment whenever possible; otherwise allocated to a reportable segment on a reasonable basis, preferably activity based. To allow for a more accurate assessment of the performance of the operating segments some costs of Corporate functions at Group level (e.g. Investor Relations, Corporate Finance, Internal Audit, Corporate Tax, Corporate Risk) are not attributed to the operating segments. These costs are currently reported under ‘Corporate Services.’
Also the costs and liabilities for inactive employees (see below) and closed defined benefit plans are not attributed to operating segments as they cannot be allocated on a reasonable basis to one or more reportable segments. These unallocated data are included in the reconciling items between the total reportable segment information and the consolidated profit or loss, total assets and total liabilities. This reconciliation is provided in note 7.3.# AGFA-GEVAERT ANNUAL REPORT 2024
Inactive employees are defined as permanently retired employees, former employees with vested rights, and other employees who are not expected to return to active status, e.g. early retirement. Employees who are in principle only temporarily inactive, e.g. long-term disability or illness, maternity leave, military service, etc. are treated as active employees and are consequently assigned to one of the reportable segments.
Key data for the reportable segments have been calculated as follows: Adjusted EBITsee note 6.1. Adjusted EBITDAsee note 6.2. Free Cash Flowfrom (used in) reportable segments see note 6.3.
| Reportable segment | HealthCare IT | Digital Print and Chemicals | Radiology Solutions | CONOPS | TOTAL | MILLION EURO | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | ||
| Revenue(1) | 249 | 242 | 409 | 438 | 425 | 383 | 68 | 75 | 1,150 | 1,138 | |
| Change | 2.2% | -3.0% | 9.8% | 7.2% | -7.9% | -9.8% | -0.3% | 10.1% | 0.5% | -1.1% | |
| Adjusted EBIT | 24 | 25 | 3 | 14 | 19 | 1 | - | 3 | 45 | 43 | |
| % of revenue | 9.7% | 10.5% | 0.6% | 3.1% | 4.4% | 0.2% | -0.5% | 4.4% | 2.7% | 3.8% | |
| Amortization and depreciation | 2 | 2 | 11 | 12 | 11 | 9 | 2 | 2 | 26 | 26 | |
| Depreciation right-of-use assets | 5 | 5 | 5 | 5 | 8 | 6 | 1 | 1 | 19 | 16 | |
| Adjusted EBITDA | 31 | 33 | 19 | 31 | 38 | 16 | 3 | 6 | 91 | 85 | |
| Profit/(loss) from operating activities generated by the four reportable segments | 20 | 23 | (1) | 2 | 8 | (46) | (1) | - | 26 | (21) | |
| Free Cash Flowfrom (used in) reportable segments | 18 | 8 | 7 | (7) | 4 | 11 | (9) | 7 | 20 | 19 | |
| Capital expenditures | 5 | 10 | 17 | 24 | 10 | 9 | 2 | 2 | 33 | 45 | |
| Impairment losses recognized on non-current assets | - | - | - | - | 5 | 24 | - | - | 5 | 24 | |
| Research and development expenses(3) | 32 | 30 | 29 | 32 | 10 | 8 | 1 | - | 73 | 70 | |
| Average number of employees (Full time equivalents)(2) | 1,250 | 1,209 | 1,379 | 1,407 | 1,937 | 1,782 | 281 | 189 | 4,847 | 4,586 |
(1) The revenue split of Digital Print and Chemicals over its three subdivisions is presented in note 8.2.
(2) The figures comprise permanent and temporary contracts.
(3) In 2024, 7 million euro development costs have been capitalized in the HealthCare IT business. These investments relate to cloud technology see also note 27.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Revenue | ||
| Revenue for reportable segments | 1,150 | 1,138 |
| Consolidated revenue | 1,150 | 1,138 |
| Adjusted EBIT | ||
| Adjusted EBITfor reportable segments | 45 | 43 |
| Adjusted EBITnot allocated to a reportable segment(1) | (15) | (16) |
| Consolidated adjusted EBIT | 31 | 27 |
| Profit or loss | ||
| Profit/(loss) from operating activities generated by the four reportable segments | 26 | (21) |
| Profit (loss) from operating activities not allocated to a reportable segment(1) | (34) | (27) |
| Results from operating activities | (8) | (48) |
| Other unallocated amounts: | ||
| Interest income (expense) - net | 3 | (4) |
| Other finance income (expense) - net | (29) | (22) |
| Share of profit of associates - net of tax | (1) | (1) |
| Consolidated profit (loss) before income taxes | (35) | (75) |
| Cash Flows | ||
| Free Cash Flowfrom (used in) reportable segments | 20 | 19 |
| Operating Cash Flows not allocated to a reportable segment(1) | (68) | (66) |
| Free Cash Flow | (48) | (46) |
(1) Operating results and cash flows, not allocated to a reportable segment, relate mainly to Corporate functions at Group level and inactive employees. For the reconciliations of Free Cash Flowto net increase /(decrease) in cash and cash equivalents see note 6.3.
The segmented other material items as presented in the table under note 6.2 can be reconciled with the consolidated figures as follows:
| MILLION EURO | Note | Reportable segments total | Not attributable to reportable segments | TOTAL |
|---|---|---|---|---|
| Capital expenditures (cash outflows) | 27/28 | 33 | - | 33 |
| Amortization and depreciation | 27/28 | 26 | - | 26 |
| Depreciation right-of-use assets (IFRS 16) | 29 | 19 | - | 19 |
| Impairment losses recognized on non-current assets | 27/28/29 | 5 | - | 5 |
| Research and development expenses | 73 | - | 73 |
| MILLION EURO | Note | Reportable segments total | Not attributable to reportable segments | TOTAL |
|---|---|---|---|---|
| Capital expenditures (cash outflows) | 27/28 | 45 | - | 45 |
| Amortization and depreciation | 27/28 | 26 | - | 26 |
| Depreciation right-of-use assets (IFRS 16) | 29 | 16 | - | 16 |
| Impairment losses recognized on non-current assets | 27/28/29 | 24 | - | 24 |
| Research and development expenses | 70 | - | 70 |
The Group distinguishes four geographical regions: Europe, NAFTA, Latin America and Asia/Oceania/Africa. The Group’s country of establishment is Belgium.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Revenue by market(1) | Revenue by market(1) | |
| Europe | 430 | 439 |
| of which related to home market Belgium | 80 | 59 |
| NAFTA | 300 | 294 |
| Latin America | 74 | 70 |
| Asia/Oceania/Africa | 346 | 336 |
| TOTAL | 1,150 | 1,138 |
| Belgium | 80 | 59 |
| Germany | 85 | 103 |
| France | 29 | 31 |
| Italy | 47 | 47 |
| UK | 42 | 45 |
| USA | 231 | 226 |
| Canada | 45 | 45 |
| Brazil | 30 | 31 |
| India | 57 | 60 |
| China | 140 | 119 |
| the Netherlands | 36 | 33 |
| Other foreign countries | 328 | 339 |
| TOTAL CONSOLIDATED | 1,150 | 1,138 |
(1) Location by customer
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Non-current assets(1) | Non-current assets(1) | |
| Europe | 234 | 255 |
| of which related to home market Belgium | 211 | 236 |
| NAFTA | 256 | 246 |
| Latin America | 3 | 6 |
| Asia/Oceania/Africa | 9 | 5 |
| TOTAL | 502 | 513 |
| Belgium | 211 | 236 |
| Germany | 5 | 1 |
| UK | 9 | 8 |
| USA | 110 | 100 |
| Canada | 145 | 146 |
| Italy | 5 | 6 |
| China | 6 | 3 |
| Brazil | 1 | 3 |
| Mexico | 2 | 1 |
| Other foreign countries | 8 | 9 |
| TOTAL | 502 | 513 |
(1) Excluding deferred tax assets based on the location of the assets.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Revenue from contracts with customers | 1,097 | 1,089 |
| Revenue from other sources: | ||
| Revenue from finance leases as lessor | 37 | 28 |
| Managed Services | 17 | 20 |
| Cash Flow hedges (1) | 1 | |
| TOTAL REVENUE | 1,150 | 1,138 |
Driven by a strong performance in the last quarter of 2024, Digital Printing Solutions and Green Hydrogen Solutions both reported strong full year top line growth. Despite strong top line growth in quarter four of 2024, HealthCare IT’s full year sales were lower due to the market transition to cloud technology. However, HealthCare IT ended the year with a record 32% increase in order intake. The traditional film activities were under pressure from the declining medical film markets. As a result, the Group’s full year revenue remained almost stable versus 2023. Mainly driven by the growth engines and in spite of the lower fixed cost coverage in the traditional film activities, the Group’s gross profit margin remained stable at 31.2% of revenue. Mainly based on cloud-related contracts with high-profile new customers, HealthCare IT recorded a record 32% increase in order intakestarting from 124.6 million euro the year before to 164.8 million euro. Out of the total 2024 order intake, 27% is cloud-related. Net new customers represent 33% of total order intake, 66% of total order intakeis related to project contracts and 34% to recurring revenue contracts. As expected and as a result of to the market transition to cloud technology, the division’s top line decreased by 3.0% versus 2023. Recurring revenue grew by 4% and amounts to 57% of the total full year revenue. Mainly due to the increased service contribution and a higher con-tribution, of own IP software in total sales, HealthCare IT’s gross profit margin improved from 46.5% in 2023 to 48.8%, which is an all-time high full year percentage for this division. The Digital Print and Chemicals division’s top line grew by 7.2%, mainly driven by continued growth for Green Hydrogen Solutions (+27%) and Digital Printing Solutions (+13%). Despite the rising silver cost, the division’s gross profit margin improved from 27.1% of revenue in 2023 to 29% of revenue. This was partly driven by the successful pricing actions for film activities. The Digital Printing Solutions business posted record top line and EBITDAresults in 2024. In 2024, the business saw a gradual quarter-on-quarter acceleration of top line growth versus the previous year, resulting in a full year growth by 13%. This clearly shows the success of the growth strategy for these activities. Agfa expects to build further momentum with its digital printing portfolio in 2025, based on recent product launches and on the global strategic partnership between Agfa and EFI for digital printing equipment. Ink top line grew by 15%, also driven by the success of the ongoing program to convert former Inca customers to Agfa’s ink sets. Sales of the ZIRFON membranes for renewable-powered green hydrogen production grew by 27% versus 2023. Overall market momentum is improving with increasing interest in alkaline water electrolysis projects for green hydrogen; important investments expected to be launched in Europe on the back of reinforced or continued support mecha-nisms (IPCEI, Hydrogen Bank, H2Global) and further implementation of EU legislation. In the fourth quarter, Stiesdal Hydrogen, a leading innovator in renewable energy technology, has selected Agfa’s ZIRFON membrane for use in its electrolyzers for green hydrogen production. Agfa continues to expand its customer base on the rising interest in Asia, resulting in the first major customer in India. Volumes of Agfa’s medical film business followed the declining market trends. Profitability in this business was impacted by the volume decrease and costs related to manufacturing inefficiencies. Agfa’s Direct Radiography busi-ness posted an 8% top line increase in 2024. In Europe, consolidation exercises in healthcare groups are leading to postponed investment plans, while a further trend toward big tenders is increasing the fluctuations between quarters. Profitability for this business improved year-over-year, as well as quarter-over-quarter.
During 2024, the Group recorded 47% of its revenue in euro and 25% in US dollar. Revenue realized in other cur-rencies such as Indian rupee, Chinese yuan, British pound and Canadian dollar each amount to 5% of the Group’s revenue. The impact of the currencies in the profit and loss statement on budgeted EBIT exposure is presented in disclosure note 21.1.4 ‘Sensitivity analysis of foreign currency risk’.# 8. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Group generates revenue from the sale of goods, the rendering of services and offers multiple-element arrangements to customers. Other sources of revenue include revenue from equipment under finance lease agreements as manufacturer/lessor (see note 31 ’Receivables under finance leases), revenue from managed services including rental income from owned equipment under operating lease agreements (see note 44 ‘Operating leases’), and immaterial amounts related to hedge accounting (see note 21.1.3 ‘Foreign currency risk in profit or loss’).
Revenue from the sale of goods includes the sale of consumables, chemicals, spare parts, stand-alone equipment sales and software licenses. Revenue from the sale of goods are recognized when the customer obtains control of the goods and when it is probable that the agreed transaction price will be collected. In evaluating whether collectability is probable, the entity considers the customer’s ability and intention to pay that amount when it is due.
Revenue from the rendering of services includes installation services, maintenance and post-contract support services. Under the IFRS 15 standard, as the customer simultaneously receives and consumes the benefits related to these services, the revenue from rendering of services is recognized over time. In case the Group sells multiple services, the total consideration in service contracts will be allocated to all services based on their stand-alone selling price. The stand-alone selling price will be determined based on the list prices at which the Group sells the services in separate transactions.
The Group moreover enters into multiple-element arrangements with customers whereby several deliverables such as software, licenses, hardware, services and maintenance are combined and offered to the customer. In accordance with IFRS 15, the Group has assessed whether these deliverables qualify as separate performance obligations, based on the criteria of separate identifiability and whether or not the customer can benefit from goods or services on its own or with resources readily available to him. The Group concluded that for arrangements not requiring substantive customization of the software, these criteria were met.
Within the HealthCare IT and Radiology Solutions business segment, the vast majority of the arrangements do not require significant customization or modification. Within the Digital Print and Chemicals divisions, revenue from sale of equipment that require substantive installation activities is recognized when the installation of the equipment is finalized in accordance with the contractually agreed specifications. Installation services and equipment for these installations are considered highly interrelated and are identified as one performance obligation that is recognized at a point in time, i.e. at installation at the client’s premises.
Revenue from the sale of smaller equipment not requiring substantive installation activities is recognized when the customer obtains control of the goods.
The application of the Group’s accounting policy on recognition of revenue with regard to multiple-element arrangements requires judgment from management in allocating the total arrangement fee, including any discounts, to each performance obligation. Changes to the performance obligations in a multiple-element arrangement and the respective value allocated to the performance obligations could impact the amount of earned and unearned revenue.
Within the HealthCare IT segment, the Group also offers ‘Software as a Service’ arrangements, whereby products and services including own IP and other services are offered through cloud computing under a subscription model on a pay-per-use model. Agfa offers a right to access the software as it exists throughout the license period. The cloud component is a service towards the customer who can access the software on an as-needed basis over the internet or a dedicated line. Revenue is recognized over time based on a pay-per-use schedule.
The disaggregation of revenue from contracts with customers at December 31, 2024, and December 31, 2023, as required by IFRS 15 can be presented as follows:
| MILLION EURO | 2024 | HealthCare IT | Digital Print and Chemicals | Radiology Solutions | CONOPS (former Offset Solutions) | TOTAL | Digital Printing Solutions | Specialty Film and Chemicals | Green Hydrogen Membranes |
|---|---|---|---|---|---|---|---|---|---|
| Geographical region | |||||||||
| Europe | 75 | 108 | 84 | 27 | 93 | 51 | 439 | ||
| NAFTA | 128 | 65 | 47 | - | 53 | - | 294 | ||
| Latin America | 12 | 10 | - | - | 44 | 3 | 70 | ||
| Asia/Oceania/Africa | 27 | 14 | 80 | 2 | 193 | 20 | 336 | ||
| Total revenue by geographical region (destination perspective) | 242 | 197 | 211 | 30 | 383 | 75 | 1,138 | ||
| Revenue by nature | |||||||||
| Revenue from the sale of goods | 70 | 145 | 211 | 30 | 294 | 73 | 823 | ||
| of which consumables | - | 73 | 210 | 30 | 211 | 71 | 595 | ||
| of which equipment | 70 | 72 | 1 | - | 83 | 3 | 229 | ||
| Revenue from the sale of services | 172 | 52 | - | 90 | 1 | 315 | |||
| Timing of recognition | |||||||||
| Revenue recognized at a point in time | 70 | 145 | 211 | 30 | 294 | 73 | 823 | ||
| Revenue recognized over time | 172 | 52 | - | - | 90 | 1 | 315 |
| MILLION EURO | 2023 | HealthCare IT | Digital Print and Chemicals | Radiology Solutions | CONOPS (former Offset Solutions) | TOTAL | Digital Printing Solutions | Specialty Film and Chemicals | Green Hydrogen Membranes |
|---|---|---|---|---|---|---|---|---|---|
| Geographical region | |||||||||
| Europe | 76 | 89 | 82 | 22 | 97 | 64 | 430 | ||
| NAFTA | 139 | 60 | 48 | - | 53 | - | 300 | ||
| Latin America | 11 | 10 | - | - | 49 | 4 | 74 | ||
| Asia/Oceania/Africa | 23 | 16 | 80 | 1 | 226 | - | 346 | ||
| Total revenue by geographical region (destination perspective) | 249 | 175 | 211 | 23 | 425 | 68 | 1,150 | ||
| Revenue by nature | |||||||||
| Revenue from the sale of goods | 79 | 127 | 210 | 23 | 333 | 67 | 839 | ||
| of which consumables | - | 67 | 209 | 23 | 250 | 65 | 613 | ||
| of which equipment | 79 | 60 | 1 | - | 83 | 2 | 226 | ||
| Revenue from the sale of services | 171 | 47 | - | - | 92 | 1 | 311 | ||
| Timing of recognition | |||||||||
| Revenue recognized at a point in time | 79 | 127 | 210 | 23 | 333 | 67 | 839 | ||
| Revenue recognized over time | 171 | 47 | - | - | 92 | 1 | 311 |
Transaction prices allocated to unsatisfied performance obligations are not disclosed as the contracts have in general original expected durations of one year or less.
Within HealthCare IT, the Group has defined standard payment terms which differ between regions based on local practices. Payment terms are kept as short as possible. In Europe, LATAM, NAFTA and ASPAC these payment terms are on average 30 days after invoicing date, except for Southern Europe where these range between 60-90 days after invoicing date.
118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In other divisions of the Group, payment terms are set based on business and geographical requirements. Deviations from this policy are reviewed by the Credit Committees and approved based on different criteria.
The Group has recognized following revenue-related receivables, contract assets and contract liabilities:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Trade receivables | 177 | 181 |
| Contract assets | 82 | 93 |
| Assets recognized for costs to fulfill contracts | 23 | 21 |
| Goods/services transferred before payment is due | 60 | 72 |
| Contract liabilities | 97 | 102 |
| Deferred revenue | 78 | 76 |
| Advance payments received from customers | 14 | 20 |
| Expected volume discounts - rebates | 5 | 6 |
At December 31, 2024, contract assets amounted to 93 million euro (2023: 83 million euro). Contract assets primarily relate to the Group’s rights to consideration for work performed that is not yet billed. Contract assets are transferred to receivables when the right to payment becomes unconditional.
Assets recognized for costs to fulfill contracts comprise all costs that are directly related to a contract such as direct labor, direct materials (WIP balances) and costs that are explicitly chargeable to a customer under a contract. The Group does not capitalize costs to obtain a contract because the amortization period of this asset is less than one year.
At December 31, 2024, contract liabilities amounted to 102 million euro (2023: 97 million euro) and comprise ‘Deferred revenue and advance payments received from customers’ and accruals for bonuses and rebates to goods and service purchased by customers during 2024. Deferred revenue comprises amounts invoiced in accordance with contractually agreed terms but unearned whereas advance payments reflect the amounts paid by customers who have not yet received an invoice and to whom the Company still has to fulfill its commitment, i.e. delivery of goods and/or services.
Deferred revenue primarily results from milestone billing in arrangements combining multiple deliverables such as software, hardware, services, … (multiple-element arrangements) and from the advance billing of service and maintenance contracts.
Contract assets related to multiple-element arrangements within the HealthCare IT business amount 84 million euro (2023: 76 million euro), to 2 million euro within the division of Digital Print and Chemicals (2023: 2 million euro) and to 7 million euro within the Radiology Solutions division (2023: 5 million euro).
Contract liabilities related to multiple-element arrangements within the HealthCare IT business amount to 53 million euro (2023: 57 million euro), within Digital Print and Chemicals to 22 million euro (2023: 16 million euro), within Radiology Solutions to 27 million euro (2023: 24 million euro) and within Offset Solutions to 1 million euro (2023: 0 million euro).
For credit risks associated with receivables resulting from revenue from contracts with customers see note 22.# 119 AGFA-GEVAERT ANNUAL REPORT 2024
Following table shows how much of the revenue recognized in the current period relates to the carry forward of contract assets and liabilities and how much relates to performance obligations that were satisfied in a prior period:
| MILLION EURO | ||
|---|---|---|
| Contract assets | Contract liabilities | |
| Opening balance of contract assets and liabilities | 82 | 97 |
| Revenue recognized that was included in the contract liability at the beginning of the period | - | (97) |
| Revenue recognized from performance obligations satisfied in previous periods | - | - |
| Advance billings to customers during the year | - | 141 |
| Advance payments received from customers during the year | - | 28 |
| Revenue recognized during the period | - | (69) |
| Contract assets recognized during the period | 192 | - |
| Transfer from contract assets to receivables | (107) | - |
| Impairment of contract assets | - | - |
| Contract assets (work in progress) released in Cogs during the period | (77) | - |
| Change in volume discounts/rebates | - | (1) |
| Acquisitions and disposals of business | - | - |
| Exchange differences | 2 | 2 |
| Closing balance of contract assets and liabilities | 93 | 102 |
| MILLION EURO | ||
|---|---|---|
| 2023 | 2024 | |
| Exchange gains and changes in fair value of derivatives | 3 | 2 |
| Finance lease income | 6 | 6 |
| Gains on the sale of property, plant and equipment | - | 1 |
| Income from reversal of unutilized provisions | 1 | 2 |
| Recharges of costs and income from support services for ECO3 | 40 | 29 |
| Government grant | - | 1 |
| Settlement Air Cargo Cartel Claim | - | 1 |
| Other income | 3 | 6 |
| TOTAL | 53 | 48 |
Finance lease income (2024: 6 million euro; 2023: 6 million euro) mainly comprises interest income. The Group leases out its commercial equipment under finance leases mainly via Agfa Finance, i.e. Agfa Finance NV, Agfa Finance Corp. and Agfa Finance Inc.
Following the completion of the sale and purchase of the Offset Solutions business on April 3, 2023, the Agfa Group and Aurelius Group have agreed that the Agfa Group would provide certain services to ECO3 (its former Offset Solutions division) during a transition period. Most of the support services cover a period of twelve months or less as from the date of completion of the sale. Temporary support services mainly relate to service that the Agfa Group provides in regards of IT-activities and Logistics. In this respect some costs charged by third parties could be recharged to ECO3. The income related to the support services is presented in the segment ‘Contractor Operations and services former Offset’(CONOPS)’ in Other operating Income, the corresponding costs are shown in the different line items of Selling and General Administration expenses. For 2024, recharges of costs and income from support services to ECO3 amount to 29 million euro (2023: 40 million euro).
120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In December 2024, the Group was attributed 1 million euro due to the settlement of a claim against a number of air cargo carriers who have been convicted of violating European competition law by their participating in a price fixing cartel, from December 1999 to February 2006.
In 2024, the gains on the sale of Property, plant and equipment mainly relates to the sale of a warehouse in Spain.
Income from reversal of unutilized provisions comprises for 2024 the impact of reversals of a provision for soil remediation (1 million euro) and trade related commitments (2 million euro).
| MILLION EURO | ||
|---|---|---|
| 2023 | 2024 | |
| Restructuring expenses | 9 | 38 |
| Impairment losses on PP and E | 2 | 20 |
| Impairment losses on right-of-use assets | 3 | 4 |
| Exchange losses and changes in fair value of derivatives | 9 | 5 |
| Housing expenses related to empty space | 3 | 4 |
| Other expenses | 12 | 12 |
| TOTAL | 38 | 83 |
In 2024, restructuring expenses(38 million euro) mainly relate to the reorganization of the manufacturing plant in Belgium (32 million euro) and the closure of the Schrobenhausen site in Germany (5 million euro). The net reorganization expense of 32 million in the manufacturing plant in Belgium consists of a base headcount cost of 37 million euro reduced with a curtailment gain on 4 million euro, an estimate of the reduction in the retirement plan obligations in connection with the headcount reduction plan and a positive impact from charging Shenzhen Brothers for their contribution in the reorganization program for an amount of 1 million euro (see note 33).
In November 2024, Agfa announced a headcount reduction program in Belgium that will take effect over the next three years. The program will affect employees of Agfa-Gevaert NV and is expected to result in approximately 380 full-time equivalents across blue collar, white collar and management employees to become redundant. This program aims to adjust the cost base of the Group’s traditional film activities considering the steep market decline in this business. Related cost base reduction is estimated at 50 million euro by the end of 2027. The first savings will start to materialize in the second half of 2025.
In 2023, restructuring expenses amounted to 9 million euro and mainly related to employee related restructuring expenses: 4 million euro related to HealthCare IT (NAFTA and Europe), 3 million euro in Digital Print and Chemicals (Europe) and 2 million euro for Radiology Solutions (Europe and China).
In 2024, because of the reduced performance of the business segment Radiology Solutions, an impairment test was performed compliant with IAS 36 on Intangible assets, Property, plant and equipment, and Right-of-use assets belonging to this business segment. Individual assets that generate largely independent cash inflows have been tested separately for impairment. Assets for which the value in use could not be determined separately, were tested on the basis of the cash generating unit Radiology Solutions. This has resulted in an impairment loss of 22 million euro (18 million euro on Property, plant and equipment and 4 million euro on Right-of-use assets) on top of the impairment losses recognized due to decommissioning of certain assets (2 million euro).
In 2023, a similar test resulted in the recording of an impairment loss amounting to 2 million euro on the dedicated assets of the Radiology film business in Mortsel.
In 2023, impairment losses on Right-of-use assets have been recognized for an amount of 3 million euro. The loss is related to the empty space in the rented office in Munich. This was also linked to the Radiology Solutions activity.
121 AGFA-GEVAERT ANNUAL REPORT 2024
| MILLION EURO | ||
|---|---|---|
| 2023 | 2024 | |
| Interest income on bank deposits and cash balancing accounts | 15 | 11 |
| TOTAL INTEREST INCOME | 15 | 11 |
| Interest expense on financial liabilities measured at amortized cost on bank loans and cash balancing accounts | (12) | (15) |
| TOTAL INTEREST EXPENSE | (12) | (15) |
| Other finance income | ||
| Exchange gains on non-operating activities net of changes in fair value of derivative financial instruments not part of a hedging relationship | 2 | 1 |
| Other | 1 | 1 |
| TOTAL OTHER FINANCE INCOME | 2 | 2 |
| Other finance expense | ||
| Net periodic pension cost treated as other finance income (expense) and interest portion on other interest-bearing provisions(1) | (20) | (16) |
| Exchange losses on non-operating activities net of change in fair value of derivative financial instruments not part of a hedging relationship | (3) | - |
| Interest expense on derivatives not part of a hedging relationship | (4) | (2) |
| Interest expense on cash flow hedges | - | - |
| Interest expense on other receivables | - | (1) |
| Interest expense for leases | (2) | (2) |
| Impairment loss on marketable securities | - | - |
| Unwinding of discount on provisions | - | - |
| Exchange differences on disposal of foreign operations reclassified to profit or loss | - | - |
| Other | (2) | (2) |
| TOTAL OTHER FINANCE EXPENSE | (31) | (24) |
| NET FINANCE COSTS | (26)(2) | (27)(2) |
(1) The interest portion of other interest-bearing provisions primarily comprises the allocation of interest on provisions for pre-retirement.
(2) The above finance income and finance costs include the following interest income and expense in respect of assets (liabilities) not at fair value through profit or loss.
| | | |
| :------------------------------------------------ | :-- | :-- |
| Total interest income on financial assets | 15 | 12 |
| Total interest expense on financial liabilities | (15) | (18) |
The following table gives an overview of the major expenses/income (incl. subject to restructuring) of the Group’s operating result classified by nature:
| MILLION EURO | Note | 2023 | 2024 | |
|---|---|---|---|---|
| Revenue | 1,150 | 1,138 | ||
| Cost of goods and services | (654) | (641) | ||
| Personnel expenses | (466) | (459) | ||
| Amortization and depreciation | (45) | (42) | ||
| Impairment losses on goodwill, intangible assets, PP and E and right-of-use assets | 9.2 | (5) | (24) | |
| Write-downs/write-offs on inventories | (11) | (10) | ||
| Impairment losses on receivables | 22.2 | (1) | (1) | |
| Changes in provisions excl. restructuring | (1) | (1) | ||
| Restructuring expenses | 6/7/9 | (9) | (38) | |
| Various income and expenses | 30 | 31 | ||
| Operating result | (8) | (48) |
Upon review of the cost structure for 2023 and 2024, including the restatments for the first quarter of 2023 due to the sale of the Offset Solutions division, it became clear that some cost items had different content. In the interest of comparability, the items 'Cost of goods and services,' 'Personnel expenses ', and 'Various income and expenses' were restated.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Cost of goods cover all costs incurred to purchase raw materials, goods purchased for resale, spare parts, changes in inventory and all costs that have a clear link to production such as costs for recutting and refurbishing, to the extent reflected in the cost of sales as comprised in profit or loss for the year.
Cost of services mainly cover: the external preliminary work for the processing or manufacturing of products and projects on behalf of the Company transport, freight, duties, storage and handling expenses utilities and energy expenses travel and entertainment expenses from leasing activities
Personnel expenses in 2024 amounted to 459 million euro compared to 466 million euro in 2023. The decrease of these personnel expenses is mainly driven by a reduction in headcount. Personnel expense comprises: payroll related expenses: wages and salaries and social security contributions expenses for retirement benefits accrued expenses for personnel expenses (such as annual vacation and annual variable payments) other personnel expenses (such as temporary staff, training, recruitment and outplacement). Personnel related restructuring expensesare reported as restructuring expenses
The average number of employees in full-time equivalent heads for 2024 amounted to 4,586 (2023: 4,847). Classified per function, this average comprising permanent and temporary contracts can be presented as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Manufacturing/Engineering | 1,519 | 1,464 |
| Research and development | 656 | 631 |
| Sales and Marketing/Service | 1,900 | 1,783 |
| Administration | 772 | 708 |
| TOTAL | 4,847 | 4,586 |
The calculation of earnings (loss) per share at December 31, 2024, was based on a loss attributable to owners of the Company of 92 million euro (2023: a loss of 102 million euro) and a weighted average number of ordinary shares outstanding during the year ended December 31, 2024, of 154,820,528 (2023: 154,820,528).
Number of shares issued: 154,820,528
Own shares (see note 37.2): -
Number of outstanding ordinary shares at December 31, 2024 (see note 37.1): 154,820,528
Effect of options exercised during 2024: -
Effect of stock options on issue: -
Weighted average number of ordinary shares at December 31, 2024: 154,820,528
| Euro | 2023 | 2024 |
|---|---|---|
| Basic earnings (loss) per share/Diluted earnings (loss) per share | (0.66) | (0.59) |
The average fair value of one ordinary share during 2024 was 1.09 euro per share. This is an average and not a weighted average.
| MILLION EURO | December 31, 2023 | December 31, 2024 |
|---|---|---|
| Assets related to post-employment benefits | 29 | 54 |
| Liabilities for post-employment benefits | 486 | 459 |
| Other non-current employee benefits | 5 | 5 |
| Current employee benefit liabilities | 73 | 74 |
| Total employee benefit liabilities | 565 | 538 |
The Group provides retirement benefits in most countries in which it operates, mainly through defined contribution plans. In some countries, however, the Group organizes its retirement benefits via defined benefit plans. The net defined benefit liability for Belgium, Germany, UK and USA together (within Agfa in this context also referred to as ‘material countries’) represent 99% (2023: 99%) of the total net defined benefit liability of the Group. A major part of these liabilities relates to closed pension plans, meaning that no further benefits are accrued under these plans. This is the case in the UK, the USA and for a major part of the German pension plans. In Belgium, the major pension plan – referred to as ‘Fabriekspensioenplan’ – has been closed to new managers entering as from January 2019.
The following table summarizes the impact of the Group’s post-employment benefit plans on its consolidated state-ments of financial position, broken down into material countries and other countries.
| MILLION EURO | December 31, 2023 | December 31, 2024 |
|---|---|---|
| Retirement plans (excl. Belgian DC-plans) | 473 | 447 |
| Belgian DC-plans with return guaranteed by law | 7 | 7 |
| TOTAL | 480 | 454 |
| Belgium/Germany/UK/USA | 476 | 449 |
| Other countries | 4 | 5 |
| Assets related to post-employment benefits ( | (29) | (54) |
| Belgium/Germany/UK/USA | (29) | (54) |
| Other countries | - | - |
| Liabilities for post-employment benefits - net balance sheet position | 451 | 400 |
| Belgium/Germany/UK/USA | 446 | 396 |
| Other countries | 4 | 5 |
| Liabilities for post-employment benefits | 480 | 454 |
| Long-term termination benefits | 6 | 4 |
| Liabilities for post-employment and long-term termination benefit plans | 486 | 459 |
| Assets related to post-employment benefits total | 54 million euro as of December 31, 2024 (2023: 29 million euro) and comprise a surplus in the ‘Fabriekspensioenplan’ amounting to 39 million euro (2023: 13 million euro) and a surplus attributable to the UK pension plan amounting to 15 million euro (2023: 16 million euro). Management has assessed the possibility to recognize the surpluses on both plans. Payment of any surplus out of the ‘Fabriekspensioenplan’ to the employer is not possible, however the rules of related pension plan do not exclude that future contributions would be reduced. The economic benefits available to Agfa in the form of reduced contributions to fund the future benefits accrual and administrative costs of the plan exceed the IAS 19 surplus on December 31, 2024. Therefore, management has assessed that the full amount of 39 million euro surplus can be recognized. The net surplus for the UK pension plan amounted to 15 million euro on December 31, 2024 (2023: 16 million euro). Agfa has received external legal advice in December 2021 that it can unconditionally claim the surplus upon both termination and liquidation of this plan. This confirms the recognition as an asset of the 15 million euro surplus of the UK pension plan. Other explanations on the content and evolution of the pension liabilities for the Group’s material countries are dis-closed in section 13.2. |
The Agfa-Gevaert Group companies’ contributions to publicly or privately administered defined contribution pension funds or insurance contracts totaled 7 million euro in 2024 (7 million euro in 2023) of which 3 million euro relates to the Group’s material countries (3 million euro in 2023). These figures reflect the Group’s contributions for its continu-ing operations only. Once the contributions have been paid, the Group companies have no further payment obligation. The regular contri-butions constitute an expense for the year in which they are due.
The Group’s main defined benefit retirement plans are in Belgium, Germany, the UK and the USA. The Group Pension Committee (reporting to the Group’s Executive Committee) oversees the Group’s retirement plans, including reviewing plan design, funding and investment strategies. The different defined benefit plans expose the Group to actuarial risks, such as interest rate, inflation, investment and longevity risks. The Group has taken action in recent years to reduce and de-risk its defined benefit pension liabilities globally. This includes completing annuity buy-in contracts covering all the pensioner liabilities and most of the deferred member liabilities of its UK pension plan.
The main pension plan in Belgium is the ‘Fabriekspensioenplan’. The plan members are eligible for a pension benefit based on their service and final salary. As this funded pension plan remains open to future benefit accrual and (non-manager) new entrants, the plan exposes the Company to a salary increase risk, as well as interest rate risk, investment risk and longevity risk. Although the plan benefit formula is for an annuity pension on retirement, most participants choose to take their benefit as a single capital payment at retirement age. The plan is financed through employer contributions to an Organization for Financing Pensions (OFP), the ‘Pensioen-fonds Agfa-Gevaert OFP’. The OFP has a Board of Directors who have ultimate responsibility for the management of the assets and liabilities of the ’Fabriekspensioenplan’. The legal and regulatory framework for the ‘Fabriekspensioen-plan’ is based on the law of October 27, 2006 on the supervision of institutions for occupational retirement provision and the law on supplementary pensions (WAP), applicable as from January 1, 2004. In accordance with the applicable legislation, a funding valuation is prepared each year at January 1, which is used to determine the contributions to be paid by the Group to the OFP each year. The contributions for 2025 are expected to be of the order of 10 million euro (14 million euro in 2024).
The Group also offers defined contribution (‘DC’) plans to some employees in Belgium through group insurance contracts, including a plan where granted bonuses can be contributed to a pension plan. All but one of these plans are fully financed by employer contributions and provide a capital payment on retirement. In accordance with local leg-islative requirements, participants are entitled to a minimum guaranteed rate of return on the contributions paid into these plans. As insurance companies apply technical interest rates – i.e. agreed interest rates excluding profit-sharing – below the minimum return guaranteed by law, not all actuarial and investment risks relating to these insured plans are transferred to the insurance company managing the plans. These plans are therefore classified as defined benefit plans under IFRS.# Germany
In Germany, no legal or regulatory minimum funding requirements apply. The Group’s German defined benefit plans are unfunded plans. The different defined retirement benefit plans expose the Group to actuarial risks such as interest rate risk, pension indexation risk and longevity risk. The two main pension plans in Germany are:
Both pension plans comprise ‘basic’ and ‘supplementary’ plans.
The base pension of the ‘old pension plan’ including the indexation granted up until 2003 is provided through the ‘Bayer Pensionskasse’ and paid by the ‘Bayer Pensionskasse’ directly. The ‘Bayer Pensionskasse’ is a multi-employer plan under the control of Bayer AG. As the Group is unable to obtain sufficient information for defined benefit accounting from the ‘Bayer Pensionskasse’ and has no right to obtain the necessary data, this part of the basic plan is accounted for as a defined contribution plan.
As no further benefits accrue in the old pension plan and the ‘Bayer Pensionskasse’ is in surplus, the Group does not contribute to the ‘Bayer Pensionskasse’. The Group does not expect to pay any contributions to the ‘Bayer Pensionskasse’ in 2025. In case of a deficit, this plan may expose the Group to investment and actuarial risk. The Group considers these risks insignificant.
The Group is responsible for the pension indexation granted on the base pension from 2004 onwards in accordance with Sec. 16, 1 and 2 of the German Pension Act (BetrAVG – Betriebsrentengesetz). These liabilities are unfunded and a defined benefit liability is disclosed in the Group’s accounts for this indexation.
The new pension plan - basic plan is funded through employer and employee contributions to the ‘Rheinische Pensionskasse’. Once the contributions have been paid to the ‘Rheinische Pensionskasse’, in principle the group companies have no further payment obligation. It is therefore accounted for as a defined contribution plan and included in the contribution amount in note 13.1.
The supplementary plans in the old and new pension plans are defined benefit plans. The benefits are based on a fixed percentage of pensionable salary above the SSC, which is converted into individual pension entitlements. In the new pension plan participants have the option at retirement to take their supplementary plan pension entitlements as capital payments instead of a monthly pension.
126 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The defined benefit liabilities in Germany also include deferred compensation pension plans and a number of small plans that are closed to future benefit accrual.
The Agfa UK Group Pension Plan has been closed to future benefit accrual since 2010. The plan provides benefits based on final average pay and length of service. Retirement benefits accrued under the plan can be paid partly as a capital payment at retirement with the remainder paid in monthly payments.
The plan is managed by a board of Trustees. The Trustees have responsibility for obtaining valuations of the fund, administering benefit payments and investing the plan's assets. The Trustees delegate some of these functions to their professional advisers where appropriate.
The Plan is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the plan is carried out at least once every three years to determine whether the Statutory Funding Objective is met. As part of the process the Group must agree with the Trustees the contributions to be paid to meet the Statutory Funding Objective.
The most recent actuarial valuation of the plan was carried out at March 31, 2021 and showed the plan to be in surplus on its Statutory Funding Objective, as did valuation updates prepared at March 31, 2022 and 2023. The next valuation is being prepared as of March 31, 2024 and is in progress. The Group does not expect to pay any contributions to the plan in 2025.
The plan’s assets are predominantly annuity ‘buy-in’ contracts covering all the pensioner liabilities and most of the deferred member liabilities. Under these insurance contracts, the insurer pays the pension plan the amount of the benefit payments to the covered participants as they fall due, removing the interest rate, inflation, and longevity risks associated with these liabilities.
The Agfa Corporation Pension Plan has been closed to future benefit accrual since 2009. The plan participants are eligible for a benefit for based on a final average pay formula. This frozen defined benefit plan exposes the Company to actuarial risks such as investment risk, interest rate risk and longevity risk.
The plan assets are held in a trust. The Board of Directors of Agfa Corporation, the plan sponsor, delegate investment decisions and oversight of the plan’s assets to a local investment committee, the Benefits Plan Investment Committee (BPIC). The BPIC members have a fiduciary duty to act solely in the best interests of the beneficiaries according to the trust agreement and US law.
The legal and regulatory framework for the plan is based on the applicable US legislation, the Employee Retirement Income Security Act (ERISA). Based on this legislation, a funding valuation is prepared annually on January 1. The plan sponsor and participating employers contribute such amounts as are deemed necessary on an actuarial basis to provide sufficient funds to meet the benefits to be paid to plan members. Minimum contributions are based on the requirements prescribed by the provisions of the Employee Retirement Income Security Act (ERISA) of 1974 and the Pension Protection Act of 2006 (PPA). The Group does not expect to pay any contributions to the plan in 2025.
The following three tables show a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components.
127 AGFA-GEVAERT ANNUAL REPORT 2024
| MILLION EURO | MILLION EURO | |||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||
| Retirement plans (excl. Belgian DC-plans) | Belgian DC-plans with return guaranteed by law | TOTAL | Retirement plans (excl. Belgian DC-plans) | Belgian DC-plans with return guaranteed by law | TOTAL | |
| Net liability at January 1 | 493 | 10 | 503 | 439 | 7 | 446 |
| Defined benefit cost included in profit or loss | 32 | 9 | 41 | 21 | 10 | 31 |
| Total remeasurements included in OCI | 15 | 1 | 15 | (21) | 2 | (19) |
| Net transfer in/(out), including impact of business combinations and divestitures | (45) | (1) | (46) | - | - | - |
| Cash flows | ||||||
| Employer contributions | (17) | (11) | (28) | (15) | (12) | (27) |
| Benefits paid directly by the Company | (38) | - | (38) | (36) | - | (36) |
| Currency effects: charge (or credit) | (1) | - | (1) | - | - | - |
| Net liability at December 31 | 439 | 7 | 446 | 388 | 7 | 396 |
The net transfer out in 2023 relates to the sale of the Offset Solutions business in April 2023.
| MILLION EURO | MILLION EURO | |||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||
| Retirement plans (excl. Belgian DC-plans) | Belgian DC-plans | TOTAL | Retirement plans (excl. Belgian DC-plans) | Belgian DC-plans | TOTAL | |
| Service cost | ||||||
| Service cost, exclusive of employee contributions | 12 | 9 | 20 | 10 | 10 | 20 |
| Past service cost | - | - | - | (4) | - | (4) |
| (Gain) loss on settlements | - | - | - | - | - | - |
| Total service cost | 12 | 9 | 20 | 6 | 10 | 16 |
| Net interest cost | ||||||
| Interest expense on DBO | 52 | 5 | 57 | 44 | 4 | 48 |
| Interest (income) on plan assets | (34) | (5) | (39) | (30) | (4) | (34) |
| Total net interest cost | 18 | - | 18 | 14 | - | 14 |
| Administrative expenses | 2 | - | 3 | 1 | - | 1 |
| DEFINED BENEFIT COST INCLUDED IN PROFIT OR LOSS | 32 | 9 | 41 | 21 | 10 | 31 |
| Actuarial losses (gains) | ||||||
| Experience losses (gains) on plan liabilities | (16) | (9) | (25) | (25) | 48 | 23 |
| Demographic assumptions | (16) | (2) | (17) | (1) | 1 | - |
| Financial assumptions | 57 | 5 | 62 | (25) | - | (25) |
| Return on plan assets excl. Interest income | (14) | 7 | (7) | 30 | (47) | (17) |
| Total remeasurements included in OCI | 12 | 1 | 12 | (21) | 2 | (19) |
| TOTAL DEFINED BENEFIT COST RECOGNIZED IN PROFIT OR LOSS AND OCI | 44 | 10 | 53 | - | 12 | 12 |
The total defined benefit cost recognized in Profit or Loss and Other Comprehensive Income (OCI) for 2024 for the Group’s material countries amounted to 12 million euro (2023: 53 million euro). Of this amount, 31 million euro expense is reflected in the Group’s Consolidated Statement of Profit or Loss over 2024 (2023: 41 million euro expense). The balance, being a credit of 19 million euro for 2024 (a cost of 12 million euro for 2023) is reflected in OCI under net amount of remeasurements of the net defined benefit liability. These remeasurements originate from experience gains on plan liabilities, changes in demographic and financial assumptions as well as from experience adjustments on the fair value of assets.
128 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A past service credit of 4 million euro disclosed in 2024. This is an estimate of the reduction in the retirement plan obligations in Belgium in connection with the headcount reduction plan announced by the Group in November 2024 that is expected to take effect in the next three years. IAS 19 requires companies to recognise the past service cost of a curtailment event such as this at the earlier of the date when the curtailment occurs, and the date the Company recognises the related restructuring costs or termination benefits. The Group has recognised these costs in 2024, see note 9.2 ‘Other operating expenses’ for further information. The reduction in the benefit obligation relates primarily to the Group’s main pension plan in Belgium, the ‘Fabriekspensioenplan’.# Remeasurements
The experience gains on the plan liabilities in 2024 include the effects of changes in the membership of the plans over the year. For example, more employees leaving service than expected in Belgium, and more deaths of retirees reported in Germany over the year. In 2024, the experience gains also include the impact of a change in interpretation of the pension age assumption, principally affecting the ‘Fabriekspensioenplan’ in Belgium as part of a new actuary taking on the IAS 19 valuation in Belgium. The pension age assumption is "65 or earliest subsidized age, increases to 66 in 2025 and 67 in 2030" and is unchanged from last year. On December 31, 2023, the pension age was set equal to age 65 in the valuation for all participants who joined before 2025 (i.e. all participants). On December 31, 2024 a pension age of 66 or 67 is used in the valuation for younger participants. The actuary has also taken into account early retirement if this was possible based on the service with Agfa (for example, at age 63 after completing 42 years of service). The impact is estimated as a reduction in the defined benefit obligation of approximately 17.4 million euro. The actuarial gains due to changes in financial assumptions, amounting to 25 million euro, are principally the result of increases in the discount rate assumptions over the year for the plans in the UK and the USA. Actuarial gains due to changed financial assumptions for the UK pension plan and the Agfa Corporation pension plan (USA) total 34 million Euro and are partially offset by actuarial losses (9 million Euro) for the pension plans in Belgium and Germany. Detailed information regarding the financial assumptions is shown under 13.2.3. A large part of the negative return on plan assets (excluding interest income) relates to the reduction in the value placed on the annuity buy-in contracts that are part of the UK plan assets and cover the almost all of the UK plan liabilities. These contracts are qualifying insurance policies and in accordance with IAS 19.115, the fair value of these insurance policies is deemed to be the present value of the related obligations. The increase in the discount rate over the year, which reduced the value placed on the UK plan liabilities, therefore also reduces the value placed on the annuity buy-in contracts.
The Group’s past practice has been to exclude the deferred vested rights within the defined contribution plans for former employees from the summary tables in this note on grounds of materiality. The liabilities for these former employees were fully covered by the insurance company, and as such there was no net liability and the risk of default by the insurance company was considered extremely low. The defined benefit obligation (50 million euro) and corresponding asset value (50 million euro) for the deferred vested rights of former employees within the Group’s two largest DC-plans in Belgium have been added to the summary tables on December 31, 2024. These increases defined benefit obligation and fair value of assets are treated as remeasurements included in OCI in 2024 and are the main source of the experience losses on the plan liabilities and the return on plan assets (excl. interest income) for the Belgian DC-plans in 2024.
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AGFA-GEVAERT ANNUAL REPORT 2024
The defined benefit obligation, plan assets and funded status for the Group’s material countries are shown below.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Retirement plans (excl. Belgian DC-plans) | 1,270 | 1,204 |
| Belgian DC-plans with return guaranteed by law | 134 | 112 |
| TOTAL | 1,404 | 1,317 |
| Retirement plans (excl. Belgian DC-plans) | 1,204 | 1,136 |
| Belgian DC-plans with return guaranteed by law | 112 | 162 |
| TOTAL | 1,317 | 1,299 |
| Change in defined benefit obligation | ||
| Defined benefit obligation at January 1 | 1,270 | 1,204 |
| Service cost | ||
| Current service cost, exclusive of employee contributions | 12 | 10 |
| Past service cost | - | (4) |
| (Gain)/loss on settlements | - | - |
| Interest expense | 52 | 44 |
| Cash flows | ||
| Benefit payments from plan assets | (57) | (50) |
| Benefit payments direct from employer | (38) | (36) |
| Employee contributions | - | - |
| Premiums Paid | - | - |
| Increase (decrease) due to transfers, including impact of business combinations and divestitures | (67) | - |
| Remeasurements | ||
| Effect of changes in demographic assumptions | (16) | (1) |
| Effect of changes in financial assumptions | 57 | (25) |
| Effect of experience adjustments | (13) | (25) |
| Currency effects: charge (or credit) | 4 | 19 |
| Defined benefit obligation at December 31 | 1,204 | 1,136 |
| Change in plan assets | ||
| Fair value of assets at January 1 | 777 | 765 |
| Interest income | 34 | 30 |
| Employer contributions | 17 | 15 |
| Employee contributions | - | - |
| Benefit payments from plan assets | (57) | (50) |
| Administrative expenses | (2) | (1) |
| Premiums Paid | - | - |
| Increase (decrease) due to transfers, including impact of business combinations and divestitures | (22) | - |
| Return on plan assets (excluding interest income) | 14 | (30) |
| Currency effects: (charge) or credit | 5 | 19 |
| Fair value of assets at December 31 | 765 | 748 |
| Funded status at December 31 | ||
| Funded status | 439 | 388 |
| Effect of asset ceiling/onerous liability | - | - |
| Net liability (asset) at December 31 | 439 | 388 |
On December 31, 2024, the total defined benefit obligation for the Group’s material countries, excluding defined contribution plans with return guaranteed by law, amounted to 1,136 million euro (1,204 million euro at December 31, 2023). Of this amount, 708 million euro (751 million euro on December 31, 2023) is related to wholly or partly funded plans and 428 million euro (453 million euro on December 31, 2023) is related to unfunded plans. On December 31, 2024, the financing deficit for the Belgian defined contribution plans with guaranteed return amounted to 7 million euro (7 million euro on December 31, 2023). The net pension liability for these plans is calculated as the difference between the present value of the defined benefit obligation (DBO) amounting to 162 million euro (112 million euro on December 31, 2023) and the fair value of the plan assets amounting to 155 million euro (105 million euro on December 31, 2023). It should be noted that for the Belgian defined contribution plans, the deferred vested rights of former employees have been included in the summary tables for the first time on December 31, 2024, which increased the defined benefit obligation and the related fair value of assets by approximately 50 million euro each.
130
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Provisions for pension plans and other post-employment benefits are measured annually at the reporting date using actuarial techniques. The net liability in the statement of financial position at the reporting date for the Group’s material countries is:
| MILLION EURO | December 31, 2024 | December 31, 2023 |
|---|---|---|
| Belgium - DB | Belgium - DC | |
| Defined benefit obigation (DBO) | (340) | (162) |
| Fair value of plan assets | 369 | 154 |
| Net (liability)/asset | 29 | (8) |
The assumptions for determining the obligations for the plans differ according to the individual conditions in the countries concerned. The principal assumptions used at the end of the 2023 and 2024 reporting periods were:
| | December 31, 2023 | | December 31, 2024 |
| -------- | -------- | -------- | -------- | -------- | -------- | -------- | -------- | -------- | --------
| | Belgium | Germany | UK | USA | Belgium | Germany | UK | USA
| Financial assumptions | | | | | | | | |
| Discount rate | 3.45% | 3.45% | 4.45% | 4.75% | 3.35% | 3.35% | 5.40% | 5.45%
| Price inflation¹ | 2.10% | 2.10% | 3.05% | n/a | 2.00% | 2.00% | 3.15% | n/a
| Salary growth | 3.99% | 2.71% | n/a | n/a | 3.90% | 2.78% | n/a | n/a
| Pension indexation² | 0.00% | 1.00% | 3.50% | n/a | 0.00% | 1.00% | 3.55% | n/a
¹ UK: Retail Price Inflation (RPI) assumption.
² UK: Rate shown is for annual pension increases in line with inflation with a maximum increase of 5% and minimum increase of 3% each year
| | December 31, 2023 | | December 31, 2024 |
| -------- | -------- | -------- | -------- | --------
| | Belgium | Germany | UK | USA
| Mortality | MR/FR with age rating of -1 / -5 / -7 by year of birth | MR/FR with age rating of -1 / -5 / -7 by year of birth | 2021 Vita tables using year of birth with CMI 2022 model | 2021 Vita tables using year of birth with CMI 2023 model | PRI-2012 tables and scale MP-2021 generational mortality | PRI-2012 tables and scale MP-2021 generational mortality
The discount rates used are determined by reference to the rates available on high-quality corporate bonds, that have a credit rating of at least AA from a main rating agency, that have maturity dates approximating the terms of the Group’s obligations.
The table below illustrates the effect on the Defined Benefit Obligation (DBO) of a reasonable change in key assumptions on December 31, 2024 for the retirement plans in the Group’s material countries. The sensitivity analysis considers the change in one assumption at a time, leaving the other assumptions unchanged from the original calculation, i.e. possible correlation effects between the individual assumptions are not taken into account.# MILLION EURO Assumption Change in actuarial assumption Belgium Germany UK USA Total
Discount rate Reduction by 0.5 percentage points | 21 | 21 | 17 | 5 | 63
Discount rate Increase by 0.5 percentage points | (18) | (19) | (16) | (3) | (57)
Price inflation(1) Increase by 0.25 percentage points | 5 | 5 | 5 | - | 14
Price inflation(1) Reduction by 0.25 percentage points | (4) | (5) | (5) | - | (14)
Life expectancy Increase by one year | 3 | 20 | 13 | 2 | 37
Life expectancy Reduction by one year | (1) | (17) | (13) | (2) | (34)
(1) The effect on the DBO of the change in the price inflation assumption includes the effect of the price inflation change on inflation-linked assumptions (e.g. salary growth, pension indexation) where relevant.
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AGFA-GEVAERT ANNUAL REPORT 2024
It is to be noted that, for the UK pension plan, a change in the defined benefit obligation due to changes in assumptions sees a corresponding change in the value of plan assets. Therefore, the net pension liability for the UK pension plan – to the extent related to obligations covered by ‘buy-in’-policies – is not sensitive to changes in assumptions. Since pension plans in Germany are unfunded and therefore are direct obligations of the employer to the beneficiaries of the plans, the net pension liability for Germany is most sensitive to changes in assumptions. For the funded plans in USA, Belgium and the small portion of pension liabilities of the Agfa UK Pension Plan that are financed through a separate pension fund, the asset allocation seeks a proper matching between plan assets and corresponding Defined Benefit Obligations. Further information on Asset and Liability Management studies and resulting strategic decisions on asset allocations is disclosed under 13.2.4.
Fair value of assets, split by major asset class
For the Group’s material countries, plan assets comprise following major asset classes:
| MILLION EURO | December 31, 2023 | December 31, 2024 |
|---|---|---|
| Cash, cash equivalents and other | 21 | 20 |
| Equity instruments | 105 | 113 |
| Debt instruments | 301 | 306 |
| Investment funds | 9 | - |
| Assets held by insurance company | 435 | 463 |
| TOTAL | 870 | 903 |
The assets held by insurance companies relate principally to the Belgian DC-plans with returns guaranteed by law and to the annuity buy-in contracts held by the UK plan. The buy-in policies held by the UK plan cover the liabilities of all pensioner members and substantially all deferred members (295 million euro on December 31, 2024). For the equity and debt instruments the Group applies a passive or semi-passive management (index tracking) approach. On December 31, 2024 the plan assets did not include any financial instruments of the Company or its subsidiaries (2023: zero). Neither did they include any properties or other assets used by the Company or its subsidiaries.
Strategic asset allocations
For the Group’s main plans in Belgium and USA and uninsured pension liabilities in UK that are financed through a separate pension fund, the Group Pension Committee has established a target strategic asset allocation with the goal to limit investment risks and ensure a proper matching with the Group’s pension obligations. The Group Pension Committee determines a target strategic asset allocation with a certain tolerance range around it for the Group in function of the investment risk and expected return acceptable to the Group. Each of the pension funds determines its own strategic asset allocation based on a periodic Asset and Liability Management study (ALM) and in consultation with the Group so that the Group's strategic asset allocation is within the desired range.
Following table summarizes the target strategic asset allocations per December 31, 2024 as agreed by the Group’s pension funds of its main countries:
| As per December 31, 2024 | Target allocation | Belgium | UK(1) | USA |
|---|---|---|---|---|
| Equities | 30% | 35% | 13.5% | |
| Bonds | 70% | 65% | 86.5% |
(1) UK (assets excl. buy-in assets)
132
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The US pension fund has implemented an investment approach where a large portion of the asset portfolio (86.5%) is matching the evolution and cash-flow profile of the liabilities (via fixed income investments) and a smaller portion of the portfolio (13.5%) is invested in return seeking assets (equities). The goal of this approach is to make sure that the pension fund has the income-generating assets it needs to satisfy its financial obligations (i.e. payouts to plan participants), while realizing a return which is slightly improved by the return seeking assets. As a result of this investment strategy, the changes in liabilities over the period are largely offset by the changes in assets, resulting in stable but slightly decreasing net liability over time.
The weighted average duration of the retirement obligations in the Group’s material countries is:
| Weighted average duration (years) | Belgium | Germany | UK | USA |
|---|---|---|---|---|
| At December 31, 2024 | 8 | 10 | 11 | 12 |
The expected timing of the undiscounted benefit payments under the retirement plans for the next 10 years for the Group’s material countries are:
| MILLION EURO | Belgium | Germany | UK | USA | Total |
|---|---|---|---|---|---|
| 2025 | 21 | 37 | 19 | 4 | 81 |
| 2026 | 26 | 36 | 19 | 4 | 85 |
| 2027 | 35 | 34 | 20 | 5 | 94 |
| 2028 | 50 | 33 | 21 | 5 | 109 |
| 2029 | 59 | 32 | 21 | 5 | 117 |
| 2030 to 2034 | 218 | 137 | 118 | 27 | 500 |
The retirement plans in Germany are unfunded and the benefit payments are therefore direct payments from the employer to the beneficiary. Except for two smaller unfunded plans (one in Belgium, and one in the USA), the benefit payments for Belgium, UK and USA are paid from plan assets.
For 2025, the Group expects for the defined benefit plans of its material countries a total defined benefit cost in profit or loss of 32 million euro, comprising of 19 million euro service cost (of which 10 million euro related to defined contribution plans in Belgium), 1 million euro administrative expenses and 12 million euro net interest costs. During the 2025 fiscal year, the Group expects to contribute 11 million euro to its material funded retirement plans (compared to 15 million euro in 2024). This amount excludes the estimated contribution payments for the defined contribution plans in Belgium amounting to 12 million euro (2024: 12 million euro). Additionally, the Group expects to make direct benefit payments totalling 37 million euro to beneficiaries of its material unfunded retirement plans (compared to 36 million euro in 2024).
Long-term termination benefits result from the Group’s commitment to either terminate the employment before the normal retirement date or provide termination benefits as a result of an offer made to encourage voluntary redundancy. At December 31, 2024, long-term termination benefits amounted to 4 million euro (6 million euro at December 31, 2023) and mainly relate to severance payments in connection with early retirement arrangements with employees of the Group’s Belgian entities.
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AGFA-GEVAERT ANNUAL REPORT 2024
In the course of 2020, the Board of Directors has appointed Mr. Pascal Juéry as CEO of the Agfa-Gevaert Group and Managing Director. Mr. Juéry is eligible for a long-term variable compensation, embedded in a Stock Appreciation Rights Plan that can result in an additional cash bonus. The key components of the Stock Appreciation Rights Plan are the following:
Over a period of five years, commencing on February 1, 2020, Mr. Juéry will annually receive 200,000 Stock Appreciation Rights. The strike price for these Stock Appreciation Rights has been set for the year 2020 at 4.75 euro (to be adjusted downwards for any dividend distribution). As of 2021, the strike price is depending on the average closing price of the Agfa-Gevaert share during the 30 days preceding the grant date.
At December 31, 2024, the total outstanding stock appreciation rights amount to 1,000,000; 200,000 at strike price of 4.75 euro, 200,000 at strike price of 3.7793 euro, 200,000 at strike price of 3.6 euro, 200,000 at strike price of 2.86 euro and 200,000 at strike price of 1.15 euro. The Stock Appreciation Rights will vest for one/third of each grant at the end of each calendar year over three years. The Stock Appreciation Rights can be exercised at the earliest three years after grant. The lifetime of the Stock Appreciation Rights is eight years, except for the first tranche which has an infinite lifetime.
The fair value of the Stock Appreciation Rights Plan is calculated using a Black-Scholes model with expected life of 10 years for the first two tranches and with an expected life of five years for the other tranches and is presented as a liability with corresponding changes in fair value recognized in profit or loss (2024: 0.1 million euro; 2023: 0.2 million euro).
For the valuation of the Stock Appreciation Rights per December 31, 2024, following implied volatility has been used in the valuation model:
In the course of 2024, 2023 and 2022, a long-term variable compensation, embedded in a Stock Appreciation Rights Plan that can result in an additional cash bonus, was granted to key personnel members of the Group. The key components of this Stock Appreciations Rights Plan are the following:
In March 2021, an amount of 830,000 Stock Appreciation Rights have been granted to key member personnel. An amount of 175,000 Stock Appreciation Rights have been forfeited. The outstanding Stock Appreciation Rights on December 31, 2024 amount to 655,000. The strike price of these Stock Appreciation Rights has been set at 3.7793 euro. The Stock Appreciation Rights will vest for one/third of each grant at the end of each calendar year over three years. The Stock Appreciation Rights can be exercised at the earliest three years after grant. The Stock Appreciation Rights have a lifetime of eight years after grant date.Implied volatility used in the valuation model: 53.23%. In March 2022, an amount of 1,397,000 Stock Appreciation Rights have been granted to key member personnel. An amount of 303,000 Stock Appreciation Rights have been forfeited. The outstanding Stock Appreciation Rights on December 31, 2024 amount to 1,094,000. The strike price of these Stock Appreciation Rights has been set at 3.6 euro. The Stock Appreciation Rights will vest for one/third of each grant at the end of each calendar year over three years. The Stock Appreciation Rights can be exercised at the earliest three years after grant. The Stock Appreciation Rights have a lifetime of eight years after grant date. Implied volatility used in the valuation model: 50.6%.
134 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In March 2023, an amount of 1,207,000 Stock Appreciation Rights have been granted to key member personnel. An amount of 156,000 Stock Appreciation Rights have been forfeited. The outstanding Stock Appreciation Rights on December 31, 2024 amount to 1,051,000. The strike price of these Stock Appreciation Rights has been set at 2.86 euro. The Stock Appreciation Rights will vest for one/third of each grant at the end of each calendar year over three years. The Stock Appreciation Rights can be exercised at the earliest three years after grant. The Stock Appreciation Rights have a lifetime of eight years after grant date. Implied volatility used in the valuation model: 49.41%.
In March 2024, an amount of 2,885,000 Stock Appreciation Rights have been granted to key member personnel. An amount of 478,000 Stock Appreciation Rights have been forfeited. The outstanding Stock Appreciation Rights on December 31, 2024 amount to 2,407,000. The strike price of these Stock Appreciation Rights has been set at 1.15 euro. The Stock Appreciation Rights will vest for one/third of each grant at the end of each calendar year over three years. The Stock Appreciation Rights can be exercised at the earliest three years after grant. The Stock Appreciation Rights have a lifetime of eight years after grant date. Implied volatility used in the valuation model: 50.32%.
The fair value of the Stock Appreciation Rights Plan is calculated using a Black-Scholes model with expected life of five years and is presented as a liability with corresponding changes in fair value recognized in profit or loss (2024: 0.2 million euro; 2023: 0.1 million euro). The total liability related to all share appreciation rights amounts to 0.3 million euro on December 31, 2024 (2023: 0.6 million euro).
The split between long-term and short-term employee benefits is presented in the table below:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Long-term employee benefits | 5 | 5 |
| Short-term employee benefits | ||
| Liabilities for social expenses | 14 | 14 |
| Payroll liabilities | 1 | 1 |
| Other short-term liabilities | 58 | 59 |
| TOTAL short-term employee benefits | 73 | 74 |
Long-term employee benefits comprise a long-term disability plan in the US, the plans ‘Jubilee’ and ‘Pensionsurlaub’ in Germany, ‘Jubilee’ benefits in Belgium and some other long-service leave and service awards. At December 31, 2024, these amounted to 5 million euro (5 million euro at December 31, 2023).
Other short-term employee benefits comprise liabilities set up all commitments relating to the workforce in the broadest sense such as accruals for vacation entitlements and flexi-time surpluses, continuation of wage and salary payments in the event of sickness amounts payable within 12 months, short-term disability benefits, accruals for bonuses of all kinds, payments under profit-sharing plans.
135 AGFA-GEVAERT ANNUAL REPORT 2024
TAXES
The breakdown of the income tax expenses by origin is as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Taxes paid or accrued | 11 | 13 |
| Related to this year | 14 | 16 |
| Related to prior years | (3) | (3) |
| Deferred tax expense (income) | 5 | 2 |
| From temporary differences | - | (2) |
| From tax loss carryforwards and tax credits | 5 | 4 |
| Income tax expense | 16 | 15 |
Current tax expenses have increased from 11 million euro in 2023 to 13 million euro in 2024 largely explained by the utilization of carry forward tax losses which were not sufficient to offset all profit in Germany, as well as increased withholding taxes on capital repatriation. Deferred tax expenses have decreased by 3 million euro, from 5 million euro in 2023 to 2 million euro in 2024.
More details on the evolution of temporary differences per category and tax loss carryforwards and tax credits is provided under 17.4. The major components of tax expense (income) are reflected in the table that reconciles the theoretical tax rate with the effective tax rate (see Note 17.3.2).
The Group has adopted International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12) upon their release on May 23, 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure.
Agfa-Gevaert NV, the Ultimate Parent Entity of the Group is headquartered in Belgium, which has enacted new legis-lation to implement the global minimum top-up tax, with effect from January 1, 2024. The Group has performed a detailed analysis and concluded that, for the financial year 2024, it is subject to the tran-sitional safe harbor rules in almost all jurisdictions in which it is present. For those jurisdictions that do not meet the transitional safe harbor thresholds, the Group performed a full calculation, based upon which no top-up tax is due. The Group does not expect material changes to occur in this regard for the financial year 2025.
The new legislation has also introduced additional compliance requirements, including notifications to local tax authorities and filing domestic top-up tax returns and prepayments. Agfa has already submitted the necessary notifi-cations to the Belgian, Austrian, and Hungarian tax authorities which were due in 2024 and will monitor notification requirements in other jurisdictions throughout 2025. The Group is taking the necessary steps to prepare for the first filings of domestic top-up tax returns, expected still in 2025.
17.1 CURRENT INCOME TAX ASSETS AND LIABILITIES
Current income tax for current and prior periods are, to the extent unpaid, recognized as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recog-nized as an asset.
136 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Uncertain tax positions are recognized as liabilities if and to the extent it is probable that additional tax will be due, and the amount can be reliably measured. Significant judgment is involved in determining these positions. Further information is disclosed in note 4 ‘Significant accounting estimates and judgments.
Current income tax liabilities amount to 21 million euro (2023: 23 million euro), of which 13 million euro (2023: 14 million euro) relates to uncertain tax positions. On December 31, 2024, current income tax assets amount to 47 million euro (2023: 51 million euro), of which 78% relates to the refund of R and D tax credits (2023: 72%). Current income tax assets are offset against current income tax liabilities when they relate to taxes levied by the same taxation authority and are intended to be settled on a net basis.
17.2 DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carry-forward of unused tax losses and the carry-forward of unused tax credits. Deferred tax assets are recognized where it is sufficiently probable that taxable income will be available in the future to enable the deductible temporary differences, tax loss carry forwards and tax credits to be utilized.
The Group’s management regularly assesses the recoverability of its deferred tax assets, mainly based on the long-term business plans of its business divisions. The recoverability of deferred tax assets of an entity that has recog-nized deferred tax assets is closely linked to the realization of the business segments' long-term planning in which it operates. Further information about this assessment and related uncertainty is provided in note 4 ‘Significant accounting estimates and judgments’.
Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences. Deferred tax assets and deferred tax liabilities are offset if they relate to income taxes levied by the same taxation authority.
Deferred tax assets and liabilities are attributable to the following items:
| MILLION EURO | December 31, 2023 | December 31, 2024 |
|---|---|---|
| Assets | Liabilities | |
| Intangible assets and goodwill | 24 | 2 |
| Property, plant and equipment | 8 | 5 |
| Right-of-use assets | - | 9 |
| Inventories | 10 | - |
| Receivables under finance lease | - | 11 |
| Trade and other receivables | 1 | - |
| Provisions and liabilities for post-employment benefits | 20 | 6 |
| Lease liabilities | 9 | - |
| Other current assets and other liabilities | 7 | 6 |
| Deferred tax assets and liabilities related to temporary differences | 80 | 39 |
| Tax loss carry-forwards | 22 | - |
| Excess tax credits | 3 | - |
| Deferred tax assets/liabilities | 105 | 39 |
| Set off of tax | (30) | (30) |
| Net deferred tax assets/liabilities | 74 | 9 |
137 AGFA-GEVAERT ANNUAL REPORT 2024
The movement in temporary differences during 2023-2024 is disclosed in note 17.4.
On December 31, 2024, the Group has a net deferred tax asset position of 63 million euro (2023: 65 million euro). More than half of this balance relates to the HealthCare IT division, mainly linked to tax attributes and R and D related temporary differences in key jurisdictions. None of these attributes or differences are subject to expiration.The Group believes it is probable that these recognized deferred tax assets on HealthCare IT are recoverable by 2030. Other major deductible temporary differences and resulting deferred tax asset positions relate to defined benefit plans in Germany, mostly related to active employees. 96% of the Group’s tax losses are concentrated in Belgium and the USA. Only on 4% of the total tax loss has a deferred tax asset been recognized. Deferred tax assets have not been recognized in respect of ‘tax loss carry forward,’ ‘tax credits’ and ‘temporary differ-ences’ for the amounts stated hereafter because it is not probable that future taxable profit will be available against which the Group can utilize the benefits there from: tax loss carry-forwards: 495 million euro (2023: 445 million euro); tax credits: 18 million euro (2023: 17 million euro); temporary differences: 112 million euro (2023: 116 million euro). The deferred tax asset impact on unused temporary differences, tax losses and tax credits expire as follows:
| MILLION EURO | Temporary differences | Tax losses | Tax credits | TOTAL |
|---|---|---|---|---|
| Expiry in: | ||||
| 2025 | - | - | - | - |
| 2026 | - | - | - | - |
| 2027 | - | - | - | - |
| 2028 | - | - | - | - |
| after | - | 35 | - | 35 |
| No expiry | 112 | 460 | 18 | 590 |
| TOTAL | 112 | 495 | 18 | 625 |
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Profit (loss) before income taxes | (35) | (76) |
| Income tax expense | 16 | 15 |
| Tax rate | -47.1% | -20.0% |
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Profit (loss) before income taxes | (35) | (76) |
| Theoretical income tax expense (income) | (7) | (18) |
| Theoretical tax rate(1) | 21% | 23% |
| Disallowed items | 4 | 6 |
| Impact of tax credits and other deduction from tax basis | (2) | (3) |
| Tax losses of the year for which no deferred tax asset has been recorded | 42 | 32 |
| Tax losses used this year for which no deferred tax asset was recorded | (1) | (5) |
| Tax expense/(income) recorded on losses of previous years | 1 | (1) |
| Prior year adjustments | (3) | (3) |
| Tax expense/(income) due to movement in deductible temporary differences for which no deferred tax asset was recorded | (21) | 6 |
| Withholding taxes | 1 | 1 |
| Other | 2 | - |
| Income tax expense | 16 | 15 |
| Effective tax rate | -47% | 20% |
(1) The theoretical tax rate is the weighted average tax rate of the Company and all subsidiaries included in the consolidation.
| MILLION EURO | December 31, 2022 | Change in consolidation scope | Recognized in profit or loss | Recognized in other comprehensive income | Translation reserves | December 31, 2023 | Change in consolidation scope | Recognized in profit or loss | Recognized in other comprehensive income | Translation reserves | December 31, 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Intangible assets and goodwill | 28 | (5) | - | - | - | 23 | - | (2) | - | - | 21 |
| Property, plant and equipment | (3) | (3) | 8 | - | - | 3 | - | 4 | - | - | 7 |
| Right-of-use assets | (15) | 4 | 2 | - | - | (9) | - | (1) | - | - | (10) |
| Inventories | 14 | (1) | (2) | - | (1) | 10 | - | (4) | - | - | 6 |
| Receivables under finance lease | (6) | - | (5) | - | - | (11) | - | 2 | - | - | (9) |
| Trade and other receivables | 5 | (1) | (1) | - | (1) | 1 | - | - | - | - | 1 |
| Provisions and liabilities for post-employment benefits | 15 | (2) | (1) | 3 | - | 14 | - | (3) | - | - | 12 |
| Lease liabilities | 14 | (4) | (2) | - | - | 9 | - | 1 | - | - | 10 |
| Other current assets and other liabilities | 4 | 1 | (1) | - | - | 1 | - | 4 | - | - | 5 |
| Deferred tax assets and liabilities related to temporary differences | 52 | (11) | (2) | 3 | (2) | 40 | - | 2 | - | - | 43 |
| Tax loss carry-forwards | 27 | - | (5) | - | - | 22 | - | (4) | - | - | 18 |
| Excess tax credits | 3 | - | - | - | - | 3 | - | - | - | - | 2 |
| Deferred tax assets/liabilities | 82 | (11) | (7) | 3 | (2) | 65 | - | (2) | - | - | 63 |
The deferred tax asset on provisions and liabilities for post-employment benefits which is recognized in other comprehensive income is related to the remeasurements of the net defined benefit liability (IAS 19R).
Other tax receivables amount to 17 million euro (2023: 20 million euro) and other tax liabilities amount to 24 million euro (2023: 24 million euro). Other tax receivables consist of non-current other tax receivables of 2 million euro and current other tax receivables of 15 million euro. Other tax receivables and liabilities relate to other tax, such as VAT and other indirect taxes. Other tax receivables are offset against other tax liabilities when they relate to taxes levied by the same taxation authority, there is a legal right to offset and are intended to be settled on a net basis.
During 2024, the Group made no acquisitions.
During 2023, the Group made no acquisitions. In the course of 2023, an amount of 3 million euro was received from a deferred purchase price adjustment of the acquisition of Inca Digital Printers in 2022. In the cash flow statement of 2023 this is presented in ‘Acquisitions of subsidiaries, net of tax’.
During 2024, the Group made no disposals.
On April 3, 2023, the Agfa-Gevaert Group completed the sale of its Offset Solutions division to the investment firm Aurelius Group at a preliminary consideration of 49 million euro. During the third quarter 2023, the consideration has been reduced by three million euro. The price difference between June 30, 2023 (49 million euro) and September 30, 2023 (46 million euro) results from the review of the Closing Balance Sheet by our group auditor following the terms of the Sales Purchase Agreement (SPA). The decrease in net assets as a result of this audit work had an impact on the calculation of the sale price. In the course of 2023, an amount of 11 million euro was received which brings the outstanding receivable to 35 million euro at December 31, 2023. Further discussions with the Aurelius Group have led to an understanding between parties that 2 million euro of this outstanding receivable is not due. In the course of the fourth quarter of 2024, 2 million was received, reducing the outstanding receivable to 31 million euro on December 31, 2024. The receipt is presented in the cash flow statement as ‘Disposal of subsidiaries, net of cash disposed of’. The outstanding receivable in connection with the sale of the Offset Solutions division is for an amount of 19 million euro disputed by the Aurelius Group. The elements still in dispute mainly relate to tax items in Brazil, pension liabilities, a contract with the Lucky Group in China, asset retirement obligations in certain countries and governance issues in Taiwan. All these discussion items were assessed in the preparation of the financial statements and the outstanding receivable is in management's estimation the reflection of the provisions in the sale agreement. The SPA provides for a preliminary purchase price and in addition, as is common in this type of transaction, a price adjustment clause to determine the final purchase price. The price adjustment clause provides that if the parties do not agree on the price adjustment, the final purchase price will be determined by an independent expert in accordance with a procedure set forth in the SPA. This independent expert will then make a binding decision. In the SPA, the parties agreed that the independent would be PricewaterhouseCoopers Bedrijfsrevisoren BV (“PwC”) or, if PwC is unable or unwilling to take on this role, “another firm of good international reputation that is a member of the ‘Instituut der Bedrijfsrevisoren’/‘Institut des Réviseurs d’Entreprises’”, appointed by the President of the Antwerp Enterprise Court at the request of either the Seller [Agfa] or the Buyer [Aurelius]. Because of a conflict of interest – PwC has been appointed on the General Annual Meeting of May 2024 as our new group auditor – PwC could not take up the role of independent expert. In June 2024, the legal process for appointment and acceptance by the independent expert could be completed. The independent expert completely controls the process including the timing and the way how this engagement is executed, which makes transparent communication about the expected outcome of the independent investigation very difficult. In an initial meeting in July 2024 with all parties involved, the independent expert had created expectations of a draft report by mid-September 2024. This has resulted in a communication at the occasion of the half year 2024 results that the conclusion of the expert and the final cash payment of the consideration could be expected in the fourth quarter of 2024. However, until the date of approval by the Board of Directors for the issuance of the consolidated financial statements for 2024, the independent expert has not yet made a draft report in the dispute over the sale price. Given the original expectation created by the independent expert, management assumes that the receivable will become collectible during 2025. The receivable is therefore presented on the balance sheet as a current receivable under the caption ‘Other receivables’. Following the completion of the sale and purchase of the Offset Solutions business of the Agfa Group (“the Transaction”), and during a transition period, Agfa-Gevaert NV has agreed to manufacture and supply, among others, graphic arts film products and film chemicals (“Film Products”) as well as plate and pressroom chemicals (“Plate and Pressroom Products”) to ECO3, owned by the Aurelius Group. The Parties have entered into two agreements covering all terms and conditions regarding the supply and purchase of (i) the Film Products (the “Film Supply Agreement”), and (ii) the Plate and Pressroom Products (the Plate and Pressroom Supply Agreement”). Following the completion of the Transaction, ECO3 in agreement with Agfa-Gevaert assigned the Film Supply Agreement and part of the Plate and Pressroom Supply Agreement to Shen Zhen Brother Optical (HK) Limited.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| million euro | ||
|---|---|---|
| 2023 | 2024 | |
| Revenue | 163 | - |
| Cost of sales | (118) | - |
| Gross profit | 45 | - |
| Selling expenses | (16) | - |
| Research and development expenses | (5) | - |
| Administrative expenses | (8) | (2) |
| Other operating income | - | 1 |
| Other operating expenses | (18) | (1) |
| Results from operating activities | (1) | (2) |
| Interest income (expense) - net | - | - |
| Other finance income (expense) - net | - | 1 |
| Income tax expense | (5) | - |
| Profit (loss) for the period | (6) | (1) |
| Loss on the disposal of discontinued operations | (42) | - |
| Profit (loss) from discontinued operations - net of tax | (49) | (1) |
For 2024, the result from discontinued operations recorded in administrative expenses (-2 million euro) relates to cost adjustments to the agreed post-closing ICS activities as agreed with the Aurelius Group, the other operating income (1 million euro) relate to a reversal of accounts payable positions resulting from the liquidation of a former Offset entity not part of the disposal Group. The loss recorded in other operating expenses (1 million euro) mainly relates to an adjustment of the consideration receivable. As of December 31, 2023, an estimate had been made regarding the potentially non-recoverable amount of the receivable. As the discussions and investigations were still ongoing and the amount was still unclear, a provision amounting to 1.5 million euro was recorded as of December 31, 2023. Eventually, after further investigation, Agfa determined the non-recoverable amount to be 1.9 million euro. As a provision of 1.5 million euro had already been recognized at year-end 2023, the provision was used to reduce the outstanding receivable and the additional loss recognized in 2024 from the revised purchase price could be limited. The income in other finance income (expenses) is the release of cumulative translation adjustments to profit and loss upon liquidation of former Offset entities not part of the disposal Group.
| million euro | |
|---|---|
| ASSETS | |
| Trade receivables | 141 |
| Other assets | 6 |
| Deferred tax assets | 11 |
| Inventories | 155 |
| Current income tax assets | 2 |
| Other tax receivables | 7 |
| Other financial assets | 0 |
| Other receivables | 5 |
| Other current assets | 5 |
| Cash and cash equivalents | 13 |
| TOTAL ASSETS | 344 |
| LIABILITIES | |
| Liabilities for post-employment benefits | 51 |
| Lease liabilities | 16 |
| Loans and borrowings | 4 |
| Other loans and borrowings IC: current accounts positions with Group entities outside the disposal Group | 10 |
| Provisions | 9 |
| Deferred tax liabilities | 0 |
| Trade payables | 93 |
| Contract liabilities | 16 |
| Current income tax liabilities | 8 |
| Other tax liabilities | 5 |
| Other payables - Employee benefits | 22 |
| TOTAL LIABILITIES | 233 |
| Net assets disposal Group | 111 |
| of which related to non-controlling interests | (32) |
| of which related to other loans and borrowings IC | 10 |
| Total identified net assets divested | 90 |
| Consideration receivable | 46(1) |
| Release of exchange differences of discontinued operations to profit or loss | 2 |
| Directly attributable costs | - |
| Loss on the disposal of discontinued operations | (42) |
| Outstanding receivable on December 31, 2024 | 31(1) |
(1) During 2023, an amount of 11 million euro was received, bringing the outstanding receivable to 35 million at December 2023. During 2024,2 million euro was received and 2 million euro has become not due bringing the outstanding receivable to 31 million at December 31, 2024.
The net cash flows attributable to the operating, investing and financing activities from discontinued operations is provided in the condensed statement of consolidated cash flows.
In the normal course of its business, the Group is exposed to a number of financial risks such as currency risk, inter-est rate risk, commodity price risk, liquidity risk and credit risk that could affect its financial position and its result of operations. The Group’s objectives, policies and processes in managing these financial risks are described further in this note. In managing these risks, the Group may use derivative financial instruments. The use of derivative financial instruments is subject to internal controls and uniform guidelines set up by the Group’s Treasury Committee. Deriva-tives used are over-the-counter instruments, particularly forward exchange contracts.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The foreign currency risk management distinguishes between three types of foreign currency risk: foreign currency transaction risk, foreign currency translation risk and foreign currency eco-nomic risk. The Group incurs foreign currency transaction risk on accounts receivable, accounts payable and other monetary items that are denominated in a currency other than the Company’s functional currency. Foreign currency transac-tion risk in the Group’s operations also arises from the variability of cash flows in respect of forecasted transactions. Foreign operations which do not have the euro as their functional currency give rise to a translation risk. The foreign currency economic risk is the risk that future cash flows and earnings generated by foreign operations may vary. Foreign currency economic risk is highly connected with other factors such as the foreign operations’ com-petitive position within an industry, its relationship with customers and suppliers. In monitoring the foreign currency risk exposures, the central treasury department focuses on the transaction and translation risk exposures whereas business management seeks to manage the foreign economic risk through natural hedges. Each of the above types of foreign currency risk exposure impacts the financial statements differently.
The following significant exchange rates have been applied:
| Yearly average rate | Year-end closing rate | |||
|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |
| EUR/USD | 1.08158 | 1.082055 | 1.105 | 1.0389 |
| EUR/GBP | 0.869907 | 0.846592 | 0.86905 | 0.82918 |
| EUR/CNY | 7.65907 | 7.78626 | 7.8509 | 7.5833 |
| EUR/AUD | 1.628477 | 1.639944 | 1.6263 | 1.6772 |
| EUR/CAD | 1.459581 | 1.481909 | 1.4642 | 1.4948 |
| EUR/JPY | 151.942108 | 163.817355 | 156.33 | 163.06 |
| EUR/INR | 89.324864 | 90.530736 | 91.9045 | 88.9335 |
| EUR/KRW | 1,413.264 | 1,475.256 | 1,433.66 | 1,532.15 |
The central treasury department monitors and manages foreign currency exposure from the view of its impact on either the statement of financial position or profit or loss.
The currencies that primarily impact the net foreign currency exposure on the statement of financial position are as follows:
| MILLION FOREIGN CURRENCY | Net exposure of receivables and payables | Hedging | Net position Cash, cash equivalents loans and deposits | Derivative financial instruments |
|---|---|---|---|---|
| December 31, 2023 | ||||
| USD | 35.5 | 21.3 | (51.2) | 5.6 |
| CNY | 40.6 | (52.2) | - | (11.6) |
| GBP | 3.7 | 5.3 | - | 9.0 |
| AUD | 1.1 | (1.1) | - | - |
| INR | 583.4 | - | (611.0) | (27.6) |
| JPY | 680.4 | (519.0) | - | 161.4 |
| KRW | 829.8 | - | (932.0) | (102.2) |
| December 31, 2024 | ||||
| USD | 15.5 | 53.1 | (59.4) | 9.1 |
| CNY | (18.1) | (10.4) | - | (28.5) |
| GBP | 5.0 | (3.8) | - | 1.2 |
| AUD | 1.0 | (0.4) | - | 0.6 |
| INR | 703.8 | - | (780.6) | (76.8) |
| JPY | 625.3 | (580.0) | - | 45.3 |
| KRW | 1,521.6 | - | (2,213.1) | (691.5) |
The Group uses cash, cash equivalents, loans and deposits held in a foreign currency as natural hedges of the net exposure of receivables and payables held in these respective currencies. The aim of Group’s management regarding transaction exposure in the statement of financial position is to minimize, over the short term, the revaluation results – both realized and unrealized – of items in the statement of financial position that are denominated in a currency other than the Company’s functional currency.# 21.1.2 Foreign currency translation risk in the statement of financial position
When the functional currency of the entity that holds the investment is different from the functional currency of the related subsidiary, the currency fluctuations on the net investment directly affect other comprehensive income (‘Translation reserve’). All subsidiaries have as functional currency the currency of the country in which they operate. The currencies giving rise to the Group’s translation risk in the statement of financial position are primarily the American dollar, Brazilian real, Indian roepie, Canadian dollar and Argentina peso.
| MILLION FOREIGN CURRENCY | December 31, 2023 | December 31, 2024 |
|---|---|---|
| USD | 105 | 128 |
| INR | 725 | 694 |
| BRL | 53 | 62 |
| CAD | 246 | 259 |
| ARS | 1,973 | 2,383 |
The central treasury department monitors the translation exposure in the statement of financial position of the Group at least on a quarterly basis. The Treasury Committee proposes hedging actions to the Executive Management when the fluctuation of the cumulative translation result over the last twelve months (measured quarterly) moves more or less than 10% of the consolidated equity at the start of the reference period.
Foreign currency risk in profit or loss includes both the risk of the variability of cash flows in respect of forecasted transactions as a result of changes in exchange rates and the risk that the profit (loss) for the year generated by foreign operations may vary in amount when translated into the presentation currency (euro). The central treasury department monitors and manages both risks simultaneously. The Executive Management decides on the hedging policy of aforementioned currency exposures considering the market situation and upon proposal of the Treasury Committee. The objective of the Group’s management of exposure in profit or loss is mainly to increase the predictability of results but also to allow the business to react to the changing environment (e.g. by adapting prices or shifting production).
In the course of 2023, a change in hedging policy has been introduced related to forecasted exposure. From 2024 budget onwards, forecasted exposure will be hedged for all material currencies. Material currencies are defined as all currencies with the highest potential impact of currency rate change in the profit or loss statement. The forecasted exposure will be covered up to 75% of the net forecasted exposure to the extent that hedge accounting treatment under IFRS 9 can be obtained. This new approach increases the risk coverage and allows a focus on the impact of risk and amount. Besides the change in scope, the timing of executing of the hedges has been updated. The hedges will be executed gradually within corridors that limit the loss or caps the benefit compared to the budgeted rate.
The currencies that primarily impact the net foreign currency exposure in profit or loss are American dollar, Chinese yuan, Australian dollar, Indian rupee, Japanese yen, Korean won and British Pound. These are defined as material currencies by treasury for forecasted exposure of 2024. The Group uses forward exchange contracts to hedge its currency risk related to a forecasted exposure. These forward exchange contracts are designated as cash flow hedges. The Group designates only the spot element of forward foreign exchange contracts to hedge its foreign currency risk and applies a hedge ratio of 1:1. The forward element of forward exchange contracts is excluded from the designation of the hedging instrument and is separately accounted for in financial result. The Group’s policy is to align the critical terms of the forward exchange contracts with the hedged item. The existence of an economic relationship between the hedged item and the hedging instrument is based on the currency, amount, and timing of the respective cash flows. The Group assesses whether the derivative designated in the hedging relationship is expected to be and has been effective in offsetting changes in cash flows using the hypothetical derivative method. Very little ineffectiveness is expected from these cash flow hedges. In these relationships, the main sources of ineffectiveness are the counterparty risk and the Group’s own credit risk on the fair value of the forward exchange contracts which is not reflected in the fair value. Also changes in the timing of the hedged transactions can cause hedge ineffectiveness.
In the course of 2024, the Group designated foreign exchange contracts as cash flow hedges of its foreign currency exposure in American dollar, Australian dollar, Chinese yuan, Indian rupee, Japanese yen, Korean won and British pound related to highly probable forecasted sales and purchases over the following 12 months. In the course of 2023, the Group designated foreign exchange contracts as cash flow hedges of its foreign currency exposure in American dollar, Australian dollar, Chinese yuan, Indian rupee, Japanese yen, Korean won and British pound related to highly probable forecasted sales and purchases over the following 12 months.
The portion of the gain on the forward exchange contracts that is determined to be an effective hedge is recognized directly in other comprehensive income (December 31, 2024: 0 million euro net of tax; December 31, 2023: 1 million euro net of tax). During 2024, losses amounting to 0.4 million euro have been recognized in other comprehensive income. An amount of 1 million euro has been reclassified from other comprehensive income and has been added to turnover. During 2023, gains amounting to 2 million euro have been recognized in other comprehensive income. An amount of 2 million euro has been reclassified from other comprehensive income and has been deducted from turnover. A reconciliation in tabular format is provided in note 21.4 ‘Summarizing table of cash flow hedge reserve.’
The following table summarizes the effect of the cash flow hedges related to currency risk on the financial statements:
| | During the period - 2024 | | | | | | | | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | Nominal amount | Carrying amount | As-sets | Lia-bili-ties | Line item in statement of financial position where the hedging instrument is included | Changes in the value of the hedging instrument recognized in OCI | Hedge inef-fective-ness recog-nized in P and L | Line item in profit or loss that includes hedge ineffectiveness |
| Forward exchange contracts designated as cash flow hedges | 45 | - | - | - | Derivatives | - | - | Other finance expense (1) |
| | | | | | | | | |
| Amounts reclassi-fied from hedging reserve to profit or loss | | | | | | | | Revenue |
| Amounts reclassi-fied from hedging reserve to cost of inventory | | | | | | | | |
| Line item in profit or loss af-fected by the reclas-sification | | | | | | | | |
| During the period - 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Nominal amount | Carrying amount | As-sets | Lia-bili-ties | Line item in statement of financial position where the hedging instrument is included | Changes in the value of the hedging instrument recognized in OCI | Hedge inef-fective-ness recog-nized in P and L | Line item in profit or loss that includes hedge ineffectiveness | ||
| Forward exchange contracts designated as cash flow hedges | 38 | 2.0 | - | - | Derivatives | 2 | - | Other finance expense | |
| Amounts reclassi-fied from hedging reserve to profit or loss | Revenue | ||||||||
| Amounts reclassi-fied from hedging reserve to cost of inventory | |||||||||
| Line item in profit or loss af-fected by the reclas-sification |
| 1-3 months | 3-12 months | More than 1 year | |
|---|---|---|---|
| Forward exchange contracts designated as cash flow hedges | |||
| Nominal amounts net in millions of foreign currency | |||
| USD | 3 | 9 | - |
| AUD | 2 | 2 | - |
| CNY | 23 | 69 | - |
| INR | 222 | 667 | - |
| JPY | 142 | 426 | - |
| KRW | 508 | 1,524 | - |
| GBP | 1 | 3 | - |
| Average EUR:USD forward contract rate | 1.05470 | 1.04970 | - |
| Average EUR:AUD forward contract rate | 1.64340 | 1.63640 | - |
| Average EUR:CNY forward contract rate | 7.63700 | 7.64500 | - |
| Average EUR:INR forward contract rate | 88.91800 | 92.05670 | - |
| Average EUR:JPY forward contract rate | 156.74240 | 155.47070 | - |
| Average EUR:KRW forward contract rate | 1,486.94000 | 1,493.38000 | - |
| Average EUR:GBP forward contract rate | 0.83198 | 0.84144 | - |
| 1-3 months | 3-12 months | More than 1 year | |
|---|---|---|---|
| Forward exchange contracts designated as cash flow hedges | |||
| Nominal amounts net in millions of foreign currency | |||
| USD | 9 | 23 | - |
| AUD | 1 | 2 | - |
| CNY | 34 | 101 | - |
| INR | 425 | 1,276 | - |
| JPY | 250 | 751 | - |
| KRW | 426 | 1,279 | - |
| GBP | 1 | 2 | - |
| Average EUR:USD forward contract rate | 1.09000 | 1.08000 | - |
| Average EUR:AUD forward contract rate | 1.66000 | 1.68000 | - |
| Average EUR:CNY forward contract rate | 7.72000 | 7.69000 | - |
| Average EUR:INR forward contract rate | 90.12000 | 91.68000 | - |
| Average EUR:JPY forward contract rate | 158.88500 | 155.92000 | - |
| Average EUR:KRW forward contract rate | 1,425.69000 | 1,425.00000 | - |
| Average EUR:GBP forward contract rate | 0.88000 | 0.88000 | - |
A strengthening/weakening of the euro by 10% against the currencies listed hereafter with all other variables held constant, would have increased (decreased) profit or loss by the amounts shown below.# AGFA-GEVAERT ANNUAL REPORT 2024
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group’s exposure to changes in interest rates primarily relates to the Group’s net financial debt position, more specific to local cash balances held in foreign currencies, cash pooling accounts held in foreign currencies and financial lease liabilities held in foreign currencies. These foreign currencies change the interest rate profile. Drawdowns of the syndicated facility are done in euro. For the most important currencies the following interest rate profile exists at the reporting date:
| MILLION EURO | NET FINANCIAL DEBT by currency | 2023 | 2024 |
|---|---|---|---|
| Outstanding amount | Outstanding amount | ||
| At floating rate | At fixed rate | ||
| EUR | 46 | - | |
| USD | 9 | - | |
| GBP | (4) | - | |
| CNY | (3) | - | |
| AUD | (3) | - | |
| JPY | 2 | - | |
| CAD | (24) | - | |
| KRW | (1) | - | |
| INR | (4) | - | |
| Other | (12) | - | |
| TOTAL | 6 | - |
NET FINANCIAL DEBT 6 87
A change of 100 basis points in interest rates at December 31, 2024 would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2023.
| Profit and loss | 100 bp increase | 100 bp decrease |
|---|---|---|
| December 31, 2023 | Net impact (0.06) | 0.06 |
| December 31, 2024 | Net impact (0.88) | 0.88 |
The Group’s most important raw material exposures relate to silver. The Group’s commodity price risk – i.e. the risk that its future cash flows and earnings may vary because of changed material prices – is highly connected with other factors such as the Group’s competitive position within an industry, its relationship with customers and suppliers. The purchases of silver are not hedged.
150 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For 2024, the Group’s exposed tonnage of silver is around 62 tons (2023: 70 tons). For 1 USD/troy change in the silver price, the impact on the Group’s consolidated profit or loss statement is estimated at 1.8 million euro on a yearly basis (2023: 2.1 million euro). The analysis has been carried out on the actual exposed volume for the year 2024. The afore-mentioned Group’s exposed tonnage of silver disregards the ability to partly charge its customers without existing silver clauses on the variability of the silver price.
The following table provides a summary of the effect in accumulated other comprehensive income of cash flow hedges by type of risk:
| Cash flow hedges related to currency risk | 2023 | 2024 |
|---|---|---|
| Other comprehensive income at January 1 | (2) | 1 |
| Effective portion of changes in fair value booked in 'Other comprehensive income' | 2 | - |
| Changes in fair value of cash flow hedges reclassified to turnover | 2 | (1) |
| Adjustments for amounts transferred to initial carrying amount of inventory | - | - |
| Income taxes | - | - |
| Other comprehensive income at December 31 | 1 | - |
There are no balances in hedge reserve related to hedge relationships for which hedge accounting is no longer applied.
Credit risk is the risk that the counterparty to a financial instrument may fail to discharge an obligation and cause the Group to incur a financial loss. The Group manages exposure to credit risk by working with upfront agreed counterparty credit limits and through diversification of counterparties. Credit risk arises mainly from the Group’s receivables from customers and foreign currency forward contracts. The exposure to credit risk from customer receivables is monitored on an ongoing basis by the Credit Committee. Credit limits are set for each customer based on its creditworthiness and are reviewed periodically by the Credit Committee. In monitoring the credit risk, customers are grouped in risk categories according to their financial characteristics. It is the Group’s policy to cover a portion of the receivables portfolio through credit insurance to cover default risk. Goods sold are subject to retention of title clauses, so that in event of non-payment the Group may have a secured claim. In normal circumstances, the Group does not require collateral in respect of trade or other receivables. Transactions involving derivative financial instruments and deposits are to be kept within predefined credit limits set by counterparty based on the Standard and Poor’s rating of the related financial institution. To minimize the concentration of counterparty risk, the Group enters into derivative transactions with a number of financial institutions. Investments are only allowed in liquid assets.
151 AGFA-GEVAERT ANNUAL REPORT 2024
As a result of the Group’s broad customer portfolio, there were no significant concentrations of credit risk at December 31, 2024. There are no customers for which revenue is recognized of more than 10% of consolidated revenue. The carrying amounts of the financial assets, including derivative financial instruments, in the statement of financial position reflect the maximum exposure to credit risk. The maximum exposure to credit risk at the reporting date per class of financial asset is as follows:
| MILLION EURO | Note | 2023 | 2024 | |
|---|---|---|---|---|
| Financial assets at fair value through OCI | ||||
| Equity instruments | 30.2 | 4 | 2 | |
| Derivative financial instruments designated as cash flow hedges -assets | 25 | 2 | - | |
| Financial assets at fair value through profit or loss | ||||
| Derivatives not part of a hedging relationship – assets | 25 | 1 | - | |
| Financial assets at amortized cost and contract assets | ||||
| Trade receivables | 22.2 | 177 | 181 | |
| Contract assets | 8.3 | 83 | 93 | |
| Receivables under finance lease | 31 | 100 | 87 | |
| Other receivables | 33 | 48 | 43 | |
| Other investments and loans measured at cost | 30.2 | - | - | |
| Cash | 34 | 77 | 68 | |
| TOTAL | 492 | 474 |
At December 31, 2024 and 2023, the exposure to credit risk for trade receivables, contract assets and lease receivables by geographic region was as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Trade receivables | Contract assets | |
| Europe | 104 | 24 |
| NAFTA | 32 | 45 |
| Latin America | 17 | 9 |
| Asia/Oceania/Africa | 25 | 4 |
| TOTAL | 177 | 83 |
With regard to impairment of trade receivables, lease receivables and contract assets, the Group applies the simplified approach for the impairment evaluation, which implies that credit losses for these categories of assets are always measured at an amount equal to lifetime expected credit losses. Credit losses are measured as the present value of all cash shortfalls – i.e. the difference between the cash flows to which the entity is entitled to and what the entity expects to receive. The inputs and assumptions to the expected credit loss model are the following: significant financial difficulty of the counterparty, a default of more than 90 days past due, a possible bankruptcy of the counterparty, … The evaluation of possible credit-impairment takes into account forward-looking elements. For the major part of the accounts receivable balances, debtors are scored and rated based on quantitative and qualitative information on an ongoing basis through Credit Risk Application in place. All customers are classified into different risk categories which are reassessed on a yearly basis based on relevant forward-looking information such as data from external credit bureaus, age of business, country risk and the credit manager’s assessment. To mitigate the credit risk, credit insurance and other risk mitigation tools such as letter of credit, bank guarantees, mortgage are used within the Group. The methodology used by the the Group for evaluating impairment losses is thus based on individual review of the largest outstanding receivables taking into account forward-looking information.
152 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The ageing of trade receivables and receivables under finance lease at the reporting date was:
| MILLION EURO | 2023 | 2024 | ||
|---|---|---|---|---|
| Gross value | Impairment loss | Net | Gross value | |
| Trade receivables | ||||
| Not past due | 153 | (2) | 151 | 163 |
| Past due 0 - 30 days | 17 | - | 17 | 13 |
| Past due 31 - 90 days | 4 | - | 4 | 2 |
| Past due 91 - 180 days | 4 | (1) | 3 | 1 |
| Past due 181 - 360 days | 4 | (4) | - | 2 |
| Past due more than 360 days | 31 | (29) | 2 | 25 |
| TOTAL TRADE RECEIVABLES | 213 | (36) | 177 | 206 |
| Receivables under finance lease | ||||
| Not past due | 97 | - | 97 | 83 |
| Past due 0 - 30 days | 2 | - | 2 | 1 |
| Past due 31 - 90 days | 1 | - | 1 | 1 |
| Past due 91 - 180 days | - | - | - | - |
| Past due 181 - 360 days | - | - | - | 1 |
| Past due more than 360 days | 1 | (1) | - | 1 |
| TOTAL RECEIVABLES UNDER FINANCE LEASES | 101 | (1) | 100 | 87 |
Past due amounts more than 360 days mainly arise in Belgium and are mainly caused by commercial disputes. These overdues are for the major part written down. Overdues by region are very closely monitored case by case by the Credit Committees within the Group.# 23. LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulties in meeting commitments related to financial liabilities when they fall due. Liquidity is managed by maintaining a sufficient degree of diversification of funding sources. The Group has a policy in place to limit concentrations related to liquidity risk. The total share of gross drawn debt and undrawn committed facilities by one bank should not exceed 100 million euro. Risk concentrations are monitored by the Treasury Committee on a quarterly basis. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet its operational needs while maintaining sufficient headroom of its undrawn committed revolving credit facility in order not to breach the covenants. In managing its liquidity risk the Group has a three-year multi-currency revolving credit facility of 230 million euro at its discretion, with four banks. This facility is unsecured, runs until March 2026 and will be used for general corporate purposes. The financial institutions have extended the maturity to May 30, 2026, which covers a period of at least 12 months after the annual General Meeting of Shareholders. The applicable interest rate is Euribor, Libor or its equivalent replacement benchmark rate (Reuters) and a margin. At December 31, 2024 drawdowns under this facility amount to 100 million euro (December 31, 2023: 40 million euro). Drawdowns under this loan facility are made for a maximum period of six months and can be rolled over as long as the maturity date of the drawdowns is within the final maturity date of the credit facility (May 2026). Management is currently in close discussion with the financial institutions for the refinancing of the credit facility. The Board of Directors is committed to reach an agreement sufficiently in advance of the maturity date that will enable the Company to cover its liquidity needs beyond May 2026. Drawdowns under this facility are subject to predefined covenants agreed with the financial institution, i.e. a leverage ratio of net financial debt over EBITDAand an interest cover of EBITDAover the interest expense which should not exceed certain tresholds. These covenants are tested twice a year, but the Treasury Committee monitors these on a quarterly basis and reports to the Board of Directors. Further information on the calculation and compliance with covenants is provided in note 4 ‘Significant accounting estimates and judgments’. As per December 31, 2024, cove-nants are met. Based on the fact that the entity has the right to roll over the drawdown under the existing loan facility and thus defer the settlement till May 2026, the Group has classified this liability as long-term. The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments based on conditions existing at the reporting date, i.e. exchange rates and interest rates. In the liquidity analysis, repayments of the committed facility are included in the earliest time band the Group could be required to repay its liabilities. With regard to derivatives, the maturity analysis comprises liabili-ties arising from derivatives and all gross settled forward exchange contracts. The contractual cash flows for forward exchange contracts are determined using forward rates.
| MILLION EURO | Carrying amount | Contractual cash flows | TOTAL | 3 months or less | 3-12 months | 1-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Non-derivative financial liabilities | |||||||
| Revolving credit facility(1) | 39 | 40 | 40 | - | - | - | - |
| Other loans | - | - | - | - | - | - | - |
| Lease liabilities | 44 | 44 | 4 | 10 | 26 | 3 | - |
| Bank overdrafts | - | - | - | - | - | - | - |
| Trade payables | 135 | 135 | 132 | 3 | - | - | - |
| Other payables | 9 | 9 | 9 | - | - | - | - |
| Derivative financial liabilities | |||||||
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | - | (76) | (20) | (56) | - | - | - |
| Inflow | 2 | 78 | 21 | 57 | - | - | - |
| Other forward exchange contracts: | |||||||
| Outflow | - | (111) | (52) | (59) | - | - | - |
| Inflow | 1 | 111 | 52 | 60 | - | - | - |
(1) Transaction costs (1 million euro) are presented as a reduction of the carrying amount of the financial liability.
| MILLION EURO | Carrying amount | Contractual cash flows | TOTAL | 3 months or less | 3-12 months | 1-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Non-derivative financial liabilities | |||||||
| Revolving credit facility | 100 | 100 | 100 | - | - | - | - |
| Other loans | - | - | - | - | - | - | - |
| Lease liabilities | 50 | 50 | 4 | 11 | 33 | 3 | - |
| Bank overdrafts | - | - | - | - | - | - | - |
| Trade payables | 129 | 129 | 127 | 2 | - | - | - |
| Other payables | 5 | 5 | 5 | - | - | - | - |
| Derivative financial liabilities | |||||||
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | - | (44) | (11) | (33) | - | - | - |
| Inflow | - | 44 | 11 | 33 | - | - | - |
| Other forward exchange contracts: | |||||||
| Outflow | (1) | (107) | (38) | (69) | - | - | - |
| Inflow | - | 106 | 38 | 68 | - | - | - |
The following table indicates the periods in which the cash flows associated with cash flow hedges are expected to occur and impact the profit or loss with the fair value of the related hedging instruments.
| MILLION EURO | Fair value | Expected cash flows | TOTAL | 3 months or less | 3-12 months | 1-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Derivative financial instruments designated as cash flow hedges | |||||||
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | - | (76) | (20) | (56) | - | - | - |
| Inflow | 2 | 78 | 21 | 57 | - | - | - |
| Swap contracts designated as cash flow hedges: | |||||||
| Outflow | - | - | - | - | - | - | - |
| Inflow | - | - | - | - | - | - | - |
| MILLION EURO | Fair value | Expected cash flows | TOTAL | 3 months or less | 3-12 months | 1-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Derivative financial instruments designated as cash flow hedges | |||||||
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | - | (44) | (11) | (33) | - | - | - |
| Inflow | - | 44 | 11 | 33 | - | - | - |
| Swap contracts designated as cash flow hedges: | |||||||
| Outflow | - | - | - | - | - | - | - |
| Inflow | - | - | - | - | - | - | - |
The Group’s objective in capital management is to safeguard the Group’s ability to continue as a going concern. The Exec-utive Management seeks to maintain a balance between the components of the shareholders’ equity and the net financial debt at an agreed level. Net financial debt is defined as current and non-current loans and borrowings and lease liabilities less cash and cash equivalents. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to any externally imposed capital requirements, with the exception of the statutory minimum equity funding requirements that apply to its subsidiaries in the different countries.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All derivative financial instruments are recognized at fair value in the statement of financial position. The Group aggregates its financial instruments into classes based on their nature and characteristics. The following table shows the carrying amounts and fair values of financial assets and liabilities by category and a reconciliation of the corresponding line items in the statement of financial position. It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. During 2024 and 2023 there have been no reclassifications of financial assets between categories. The other payables classified as mandatorily at fair value through profit or loss in the fair value hierarchy 2 (2023: 2 million euro) relate to a deposit of 3.4 ton silver placed by a metal recovery and refining company, valued at fair value (observable market price). This was settled during 2024.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Financial assets/liabilities: carrying amount | Hedging instruments | Mandatorily at fair value through P and L | – Others | Fair value through OCI – Equity instruments | Financial assets at amortized cost | Financial liabilities at amortized cost | TOTAL | Fair value hierarchy |
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Other financial assets | 30 | - | - | - | - | 4 | 4 | 4 |
| Trade receivables | 22.2 | - | - | - | - | 177 | 177 | 177(a) |
| Receivables under finance lease | 31 | - | - | - | - | 100 | 100 | 100(a) |
| Other receivables | 33 | - | - | - | - | 48 | 48 | 48(a) |
| Derivative financial instruments: | ||||||||
| Forward contracts used for hedging | 2 | - | - | - | - | - | 2 | 2 |
| Swap contracts used for hedging | - | - | - | - | - | - | - | - |
| Other forward exchange contracts | - | 1 | - | - | - | - | 1 | 1 |
| Other swap contracts | - | - | - | - | - | - | - | - |
| Cash and cash equivalents | 34 | - | - | - | - | 77 | 77 | 77 |
| TOTAL ASSETS | 2 | 1 | - | 4 | 402 | 408 | - | - |
| Liabilities | ||||||||
| Loans and borrowings | - | - | - | - | - | - | - | - |
| Revolving credit facility(b) | 38 | - | - | - | - | 39 | 39 | 40 |
| Bank overdrafts | 38 | - | - | - | - | - | - | - |
| Other bank liabilities | 38 | - | - | - | - | - | - | - |
| Lease liabilities | 38.2 | - | - | - | - | 44 | 44 | 44(c) |
| Trade payables | - | - | - | - | - | 135 | 135 | 135(a) |
| Other payables | 40 | - | 2 | - | - | 7 | 9 | 9(a) |
| Derivative financial instruments: | ||||||||
| Forward contracts used for hedging | - | - | - | - | - | - | - | - |
| Swap contracts used for hedging | - | - | - | - | - | - | - | - |
| Other forward exchange contracts | - | - | - | - | - | - | - | - |
| Other swap contracts | - | - | - | - | - | - | - | - |
| TOTAL LIABILITIES | - | 2 | - | - | - | 225 | 227 | - |
(1) Fair value hierarchy 1 means that the fair value is determined based on quoted prices in active markets.
(2) Fair value hierarchy 2 means that fair value is determined based on inputs other than quoted prices that are observable for that related asset or liability.
(3) Fair value hierarchy 3 means that fair value is determined based on inputs that are not based on observable market data: related to other payable.
(a) The Group has not separately disclosed the fair value of trade and other receivables and the fair value of trade payables and other payables as these assets and liabilities are mainly short-term receivables and payables for which the carrying amount is an approximation of fair value.
(b) Transaction costs are included in the initial measurement of the financial liability (1 million euro).
(c) Fair value is not disclosed for lease liabilities in accordance with IFRS 7.
| Note | Financial assets/liabilities: carrying amount | Hedging instruments | Mandatorily at fair value through P and L | – Others | Fair value through OCI – Equity instruments | Financial assets at amortized cost | Financial liabilities at amortized cost | TOTAL | Fair value hierarchy |
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Other financial assets | 30 | - | - | - | - | 2 | 2 | 2 | |
| Trade receivables | 22.2 | - | - | - | - | 181 | 181 | 181(a) | |
| Receivables under finance lease | 31 | - | - | - | - | 87 | 87 | 87(a) | |
| Other receivables | 33 | - | - | - | - | 43 | 43 | 43(a) | |
| Derivative financial instruments: | - | - | - | - | - | - | - | - | |
| Forward contracts used for hedging | - | - | - | - | - | - | - | - | |
| Swap contracts used for hedging | - | - | - | - | - | - | - | - | |
| Other forward exchange contracts | - | - | - | - | - | - | - | - | |
| Other swap contracts | - | - | - | - | - | - | - | - | |
| Cash and cash equivalents | 34 | - | - | - | - | 68 | 68 | 68 | |
| TOTAL ASSETS | - | - | - | 2 | 379 | - | 381 | - | |
| Liabilities | - | - | - | - | - | - | - | - | |
| Loans and borrowings | - | - | - | - | - | - | - | - | |
| Revolving credit facility(b) | 38 | - | - | - | - | 100 | 100 | 100 | |
| Bank overdrafts | 38 | - | - | - | - | - | - | - | |
| Other bank liabilities | 38 | - | - | - | - | 5 | 5 | 5 | |
| Lease liabilities | 38.2 | - | - | - | - | 50 | 50 | 50(c) | |
| Trade payables | - | - | - | - | - | 129 | 129 | 129(a) | |
| Other payables | 40 | - | - | - | - | 5 | 5 | 5(a) | |
| Derivative financial instruments: | - | - | - | - | - | - | - | - | |
| Forward contracts used for hedging | - | - | - | - | - | - | - | - | |
| Swap contracts used for hedging | - | - | - | - | - | - | - | - | |
| Other forward exchange contracts | - | - | - | - | - | - | - | - | |
| Other swap contracts | - | 1 | - | - | - | - | 1 | 1 | |
| TOTAL LIABILITIES | - | 1 | - | - | - | 289 | 290 | - |
(1) Fair value hierarchy 1 means that the fair value is determined based on quoted prices in active markets.
(2) Fair value hierarchy 2 means that fair value is determined based on inputs other than quoted prices that are observable for that related asset or liability.
(3) Fair value hierarchy 3 means that fair value is determined based on inputs that are not based on observable market data.
(a) The Group has not separately disclosed the fair value of trade and other receivables and the fair value of trade payables and other payables as these assets and liabilities are mainly short-term receivables and payables for which the carrying amount is an approximation of fair value.
(b) Transaction costs of the revolving credit facility are included in the initial measurement of the financial liability (0 million euro).
(c) Fair value is not disclosed for lease liabilities in accordance with IFRS 7.
Significant methods and assumptions used in estimating the fair values of financial instruments are as follows. The fair value of investments in equity securities is determined by reference to their quoted market price at the reporting date. The fair value of forward exchange contracts and swap contracts is valued using quoted forward exchange rates and yield curve data at reporting date. The fair value of trade and other receivables and trade and other payables is not disclosed as it mainly relates to short-term receivables and payables for which their carrying amount is a reasonable approximation of fair value.
The fair value of financial liabilities is calculated based on the present value of future principal and interest cash flows, discounted at market rates of interest at the reporting date. The fair value of the debenture is the quoted market price at the reporting date. The fair value for the current bank liabilities approximates nominal amounts excluding transaction costs, as draw-downs are made for short periods. The fair value of the deferred contingent consideration from business combinations is calculated using a discounted cash flow model. The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate. Significant observable inputs are the expected cash flows and the risk-adjusted discount rate. The estimated fair value would increase (decrease) if the expected performances are higher (lower).
| 2023 | ||
|---|---|---|
| Financial assets at amortized cost | Derivatives | |
| Interest income | 16 | - |
| Interest expense | - | (3) |
| Finance lease income | 6 | - |
| Impairment charges | (1) | - |
| Income from reversal of impairment losses | 2 | - |
| Change in fair value of financial instruments not part of a hedging relationship | - | - |
| Net result from ineffectiveness of hedging instruments designated as cash flow hedges | - | - |
| 2024 | ||
|---|---|---|
| Financial assets at amortized cost | Derivatives | |
| Interest income | 12 | - |
| Interest expense | - | (2) |
| Finance lease income | 7 | - |
| Impairment charges | (3) | - |
| Income from reversal of impairment losses | 2 | - |
| Change in fair value of financial instruments not part of a hedging relationship | - | (2) |
| Net result from ineffectiveness of hedging instruments designated as cash flow hedges | - | - |
| Good-will | Intangible assets | TOTAL | Indefinite useful lives | Finite useful lives | Trademarks | Capitalized devel-opment costs | Acquired technol-ogy | Contrac-tual customer relation-ships | Trade-marks | Manage-ment informa-tion systems | Software, licenses, conces-sions and IP rights | Advance payments to acquire intangible assets | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost at December 31, 2022 | 379 | - | 2 | 61 | 43 | 5 | 131 | 58 | - | - | 679 | - | |
| Exchange differences | (7) | - | - | - | (2) | - | (1) | - | - | - | (10) | - | |
| Business combinations additions | - | - | - | - | - | - | - | - | - | - | - | - | |
| Business combinations divestment | (10) | - | (18) | (12) | (2) | (1) | (25) | - | - | - | (68) | - | |
| CHP certificates and emission rights (non-cash) | - | - | - | - | - | - | (2) | - | - | - | (2) | - | |
| Capital expenditures | - | - | - | - | - | - | 1 | - | - | - | 1 | - | |
| Disposals and retirements | - | - | - | - | - | (2) | - | - | - | - | (2) | - | |
| Construction in progress put into use | - | - | - | - | - | - | - | - | - | - | - | - | |
| Reclasses | - | - | - | - | - | - | 1 | - | - | - | 1 | - | |
| Cost at December 31, 2023 | 361 | - | 2 | 42 | 29 | 3 | 128 | 30 | - | - | 597 | - | |
| Exchange differences | 7 | - | (1) | 1 | - | 3 | 0 | - | - | - | 11 | - | |
| Business combinations additions | - | - | - | - | - | - | - | - | - | - | - | - | |
| Business combinations divestment | - | - | - | - | - | - | - | - | - | - | - | - | |
| CHP certificates and emission rights (non-cash) | - | - | - | - | - | - | 1 | - | - | - | 1 | - | |
| Capital expenditures | - | - | 7 | - | - | 0 | 1 | - | - | - | 8 | - | |
| Disposals and retirements | (32) | - | 6 | - | - | (19) | 14 | - | - | - | (30) | - | |
| Construction in progress put into use | - | - | - | - | - | - | - | - | - | - | - | - | |
| Reclasses | - | - | - | - | - | - | - | - | - | - | - | - | |
| Cost at December 31, 2024 | 336 | - | 9 | 48 | 30 | 3 | 112 | 47 | - | - | 586 | - | |
| Accumulated amortization and impairment losses Dec 31, 2022 | (160) | - | (2) | (39) | (42) | (4) | (130) | (54) | - | - | (431) | - | |
| Exchange differences | 4 | - | - | - | 2 | - | - | - | - | - | 7 | - | |
| Business combinations divestment | 10 | - | 18 | 12 | 2 | 1 | 25 | - | - | - | 68 | - | |
| Amortization during the year | - | - | - | (2) | - | - | (1) | - | - | - | (4) | - | |
| Impairment loss during the year | - | - | - | - | - | - | - | - | - | - | - | - | |
| Disposals and retirements | - | - | - | - | - | - | - | - | - | - | 1 | - | |
| Reclasses | - | - | - | - | - | - | - | - | - | - | - | - | |
| Accumulated amortization and impairment losses Dec 31, 2023 | (146) | - | (2) | (24) | (28) | (2) | (128) | (28) | - | - | (358) | - | |
| Exchange differences | (5) | - | - | - | (1) | - | (3) | - | - | - | (9) | - | |
| Business combinations divestment | - | - | - | - | - | - | - | - | - | - | - | - | |
| Amortization during the year | - | - | - | (2) | - | - | (1) | - | - | - | (4) | - | |
| Impairment loss during the year | - | - | - | - | - | - | - | - | - | - | - | - | |
| Disposals and retirements | 32 | - | (6) | - | - | 19 | (16) | - | - | - | 29 | - | |
| Reclasses | - | - | - | - | - | - | - | - | - | - | - | - | |
| Accumulated amortization and impairment losses Dec 31, 2024 | (119) | - | (2) | (31) | (30) | (2) | (112) | (45) | - | - | (341) | - | |
| Carrying amount December 31, 2022 | 218 | - | - | 21 | 1 | 1 | 1 | 5 | - | - | 248 | - | |
| Carrying amount December 31, 2023 | 215 | - | - | 19 | 1 | 1 | - | 3 | - | - | 239 | - | |
| Carrying amount December 31, 2024 | 217 | - | 7 | 16 | 1 | 1 | - | 2 | - | - | 245 | - |
In 2024, the cash relevant capital expenditures for intangible assets amount to 8 million euro.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(2023: 1 million euro) and mainly relate to capitalized development costs and software and licences. The capitalized development costs relate to investments in cloud technology in the HealthCare IT business segment. The accounting treatment of capitalized development costs is disclosed in note 50.5 'Research and development expenses'.
Disposals and retirements in 2024 mainly relate to a clean-up of fully amortized intangible assets and related postings. Business combinations disposals in 2023 relate to the sale of the Offset business (see note 20.1). At year-end 2024, the Group does not hold intangible assets with indefinite useful lives for impairment. The Group has assessed whether there was an indication of impairment for intangible assets with finite useful lives. These tests did not result in the recording of an impairment loss. The Group’s management has reviewed the appropriateness of the useful lives of its major intangible assets at year-end 2024. This review has not resulted in revised amortization periods for intangible assets belonging to Digital Print and Chemicals and HealthCare IT. More information on the underlying assumptions of the useful lives is provided in section 27.3 of this note.
For the financial statements of the Group, goodwill is tested for impairment annually and whenever there is an indica-tion of impairment. For the purpose of impairment testing, goodwill is allocated to a cash-generating unit (CGU). In line with the definition of cash-generating units, the management of the Group has identified the reportable seg-ments as the cash-generating units, i.e. Agfa HealthCare IT, Digital Print and Chemicals and Radiology Solutions. The operating segment is the lowest level within the Group at which the goodwill is monitored for internal management purposes (see note 6 ‘Reportable segments’).
At the end of 2024, the impairment test for goodwill was performed for the cash-generating units HealthCare IT and Digital Print and Chemicals. The other business segments do not comprise goodwill. The impairment testing has been carried out by comparing the carrying amount of each cash-generating unit to its recoverable amount. The recoverable amount of the CGU has been determined based upon a value in use calculation. The value in use is determined as the present value of estimated future cash flows that are derived from the current long-term planning of the Group. The discount rate used in calculating the present value of the estimated future cash flows, is based on an average market participant’s weighted average cost of equity and debt capital (WACC). The WACC considers a debt/equity ratio for an average market’s participant. The market beta is based on comparable peer companies and an additional risk premium is considered in the cost of equity. The cost of debt is based on the conditions on which comparable companies can obtain long-term financing. The discount rate is calculated for each cash-generating unit independently, considering the debt/equity ratio of each peer group. The pre-tax discount rates are derived from the WACC by means of iteration.
At December 31, 2024, the carrying amount of the CGU Agfa HealthCare IT of 301 million euro net of lease liabilities, comprises goodwill of 215 million euro (2023: 214 million euro). At year-end 2024, the Group tested its goodwill of HealthCare IT for impairment. Based on the assumptions used, the calculated value in use of the CGU was higher than its carrying amount and no impairment loss was recognized.
The value in use of the CGU Agfa HealthCare IT has been determined based on estimated cash flow projections covering the next five years. The estimated cash flow projections are based upon the strategic business plan formally approved by the Board of Directors. After five years a terminal value is computed using a growth rate in the division Information Technologies (IT Solutions) of 3%. These growth rates are derived from respective market information. The main assumptions used in the annual impairment test are determined by the reportable segment’s key manage-ment and are based on past performance and management’s expectations for the market development.
Key assumptions are:
* after-tax WACC: 10.11% (2023: 10.5%)
* pre-tax discount rate: 12.54% (2023: 12.38%)
* compound annual growth rate of revenue: 6.1% (2023: 7.3%)
* terminal growth rate (after five years): 3% for IT Solutions (2023: 2%).
Sensitivity analyses on changes in key assumptions, i.e. growth rate and substantial changes in WACC, have been per-formed. The sensitivity analysis was based on a 100 basis point increase in the weighted average cost of capital and a decrease of 100 basis points in terminal growth rate and compound annual growth rate. The sensitivity analyses con-sider the change in one assumption at the time, leaving the other assumptions unchanged in the calculation. Possible correlation effects between the individual assumptions are not taken into account. These sensitivity analyses have not revealed any risk for impairment loss. Having ascertained the extent of change in these assumptions that either individually or collectively would be required for the goodwill to be potentially impaired management has assessed the likelihood of such movement in key assumptions as low.
At December 31, 2024, the carrying amount of the CGU Digital Print and Chemicals of 236 million euro net of lease liabilities, comprises goodwill of 2 million euro (2023: 2 million euro). At year-end 2024, the Group tested its goodwill of Digital Print and Chemicals for impairment. Based on the assumptions used, the calculated value in use of the CGU was higher than its carrying amount and no impairment loss was recognized.
The value in use of the CGU Digital Print and Chemicals has been determined based on estimated cash flow projections covering the next five years. The estimated cash flow projections are based upon the strategic business plan formally approved by the Board of Directors. After five years, a terminal value is computed using a growth rate in the division of 3.47%. These growth rates are derived from respective market information. The main assumptions used in the annual impairment test are determined by the reportable segment’s key manage-ment and are based on past performance and management’s expectations for the market development.
Key assumptions are:
* after-tax WACC: 10.21% (2023: 10.83%)
* pre-tax discount rate: 12.52% (2023: 14.03%)
* compound annual growth rate of revenue 7.2% (2023: 9.7%)
* terminal growth rate (after five years): 3.47% (2023: 3.58%).
Sensitivity analyses on changes in key assumptions, i.e. growth rate and substantial changes in WACC, have been per-formed. The sensitivity analysis was based on a 100 basis point increase in the weighted average cost of capital and a decrease of 100 basis points in terminal growth rate and compound annual growth rate. The sensitivity analyses con-sider the change in one assumption at the time, leaving the other assumptions unchanged in the calculation. Possible correlation effects between the individual assumptions are not taken into account. These sensitivity analyses have not revealed any risk for impairment loss. Having ascertained the extent of change in these assumptions that either individually or collectively would be required for the goodwill to be potentially impaired management has assessed the likelihood of such movement in key assumptions as low.
At the end of 2022, based on the impairment testing performed, the calculated value in use of the CGU was lower than its carrying amount and the goodwill and dedicated intangible assets with finite useful life were impaired in full in 2022. At December 31, 2024 the carrying amount of the cash generating unit Radiology Solutions, amounting to 86 million euro net of lease liabilities, does not comprise any goodwill. It comprises intangible assets with finite useful life amounting to 0,7 million euro. As the business environment for Radiology Solutions and more specific the performance of the medical film activity remains very challenging and given the continuous low performance of the business segment, management has tested the Group’s intangibles, property, plant and equipment and right-of-use assets attributable to Radiology Solutions on possible impairment. The total balance of intangibles, property, plant and equipment and right-of-use assets subject to impairment testing amounted to 49 million euro. This review has resulted in the recognition of an impairment loss on property, plant and equipment and right-of-use assets for a total amount of 22 million euro (18 million euro on property, plant and equipment and 4 million euro on right-of-use assets). More information is disclosed in notes 28 and 29.
At year-end 2024, the Group has no intangible assets with indefinite useful lives on its balance sheet.
The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Group. Acquired technology and customer relationships are the most crucial recog-nized intangible assets with finite useful lives for the Group. For acquired technology, the estimation of the remaining useful life is based on the analysis of factors such as typical product life cycles in the industry and technological and commercial obsolescence arising mainly from expected actions by competitors or potential competitors.At December 31, 2024, the net carrying amount of the Group’s acquired technology amounted to 16 million euro (2023: 19 million euro). The Group’s acquired technology has an estimated weighted average remaining useful life of approximately seven years. The useful lives are periodically reviewed and revised if necessary. For acquired contractual customer relationships, the estimated remaining useful life is assessed by reference to customer attrition rates. For the estimation of appropriate customer attrition rates, the Group assesses the probability that existing contracts will be renegotiated. For the assessment of the probability that existing contracts can be re-negotiated, demand as well as competition and other factors such as technological lock-in and related sunk costs are of importance. At December 31, 2024, the net carrying amount of the Group’s remaining acquired contractual customer relationships amount to 1 million euro (2023: 1 million euro). The Group’s acquired contractual customer relationships have an estimated weighted average remaining useful life of approximately four years. The useful lives are periodically reviewed and revised if necessary. While the Group believes that the assumptions (such as attrition rates and product life cycles) used for the determi-nation of the useful lives of aforementioned intangibles are appropriate, significant differences in actual experience would affect the Group’s future amortization expense.
| MILLION EURO | Land, buildings and infrastructure | Machinery and technical equipment | Furniture, fixtures and other equipment | Construction in progress and advance payments to vendors and contractors | TOTAL |
|---|---|---|---|---|---|
| Cost at December 31, 2022 | 297 | 1,390 | 143 | 16 | 1,846 |
| Exchange differences | (2) | - | (1) | - | (5) |
| New lease contracts | - | - | - | - | - |
| Capital expenditures | 1 | 17 | 4 | 12 | 33 |
| Business combinations divestment | (55) | (239) | (27) | (14) | (335) |
| Disposals and retirements | - | (31) | (5) | - | (36) |
| Construction in progress put into use | - | - | - | (1) | - |
| Reclasses | - | - | 2 | (1) | 1 |
| Cost at December 31, 2023 | 239 | 1,136 | 117 | 13 | 1,505 |
| Exchange differences | 1 | 4 | - | - | 5 |
| New lease contracts | - | - | - | - | - |
| Capital expenditures | 1 | 16 | 3 | 17 | 37 |
| Business combinations divestment | - | - | - | - | - |
| Disposals and retirements | (2) | (39) | (27) | - | (69) |
| Construction in progress put into use | - | - | - | - | - |
| Reclasses | (53) | 1 | 3 | (3) | (52) |
| Cost at December 31, 2024 | 186 | 1,117 | 96 | 26 | 1,425 |
| Accumulated depreciation and impairment losses December 31, 2022 | (273) | (1,319) | (133) | (14) | (1,739) |
| Exchange differences | 2 | 2 | 1 | - | 4 |
| Depreciation during the year | (2) | (13) | (6) | - | (22) |
| Impairment loss during the year | - | (3) | - | - | (3) |
| Business combinations divestment | 56 | 239 | 27 | 14 | 335 |
| Disposals and retirements | - | 30 | 5 | - | 35 |
| Reclasses | - | - | - | - | - |
| Accumulated depreciation and impairment losses December 31, 2023 | (218) | (1,064) | (108) | - | (1,389) |
| Exchange differences | (1) | (4) | - | - | (5) |
| Depreciation during the year | (2) | (14) | (6) | - | (22) |
| Impairment loss during the year | (1) | (16) | (1) | (2) | (20) |
| Business combinations divestment | - | - | - | - | - |
| Disposals and retirements | 2 | 39 | 27 | - | 69 |
| Reclasses | 47 | - | - | - | 46 |
| Accumulated depreciation and impairment losses December 31, 2024 | (173) | (1,058) | (89) | (2) | (1,321) |
| Carrying amount December 31, 2022 | 24 | 71 | 10 | 2 | 107 |
| Carrying amount December 31, 2023 | 22 | 72 | 8 | 13 | 115 |
| Carrying amount December 31, 2024 | 13 | 60 | 7 | 24 | 104 |
In 2024, capital expenditure for property, plant and equipment amount to 37 million euro (2023: 33 million euro), of which 16 million euro (2023: 17 million euro) relates to machinery and technical equipment, mainly in Belgium for low CO2Econversion, production efficiency, maintenance, IT-related projects and of which 17 million euro (2023: 12 million euro) relates to construction in progress in Belgium and mainly for the new ZIRFON production plant. Reclasses of land, buildings and infrastructure with a net bookvalue of 6 million euro relate to assets reclassed to Assets held for sale (see note 35). The Group, as lessor, included assets subject to operating leases in its statement of financial position under the caption ‘Other Equipment.’ At the end of December 2024, the assets subject to operating leases have a total net carry-ing amount of 3 million euro (2023: 4 million euro) (see note 44).
The 2022 impairment test has resulted in a full impairment of goodwill and intangible assets for the cash-generating unit Radiology Solutions (total impairment of 73 million euro). In 2023, an impairment loss amounting to 2 million euro on the dedicated assets of the medical film production activity in Mortsel had been recognized, the result of a review executed on the level of the cash-generating unit Radiology Solutions. Both in 2023 as well as in 2024, adjusted EBITDA for the division Radiology Solutions was significantly below budget due to a challenging business environment for Film and Print, mainly in China. Triggering events both from external and internal sources of information among which the continuous low performance of the business has resulted in a review of intangible assets, property, plant and equipment and right-of-use assets on possible impairment. As per December 31, 2024, the carrying amount of these assets before impairment amounted to 49 million euro and mainly comprised the Mortsel production facility (25 million euro). These assets are largely shared assets which have been consistently allocated to business divisions based on the expected usage of the available production facility. As these assets do not generate cash inflows that are largely independent of those from other assets, recoverable amount is determined for the cash-generating unit to which the assets belong. Management has therefore prepared a recoverable amount assessment by discounting future cash flow projections of the cash-generating unit Radiology Solutions. The impairment assessment for Radiology Solutions provides a valuation based on a five-year business plan of the division at a WACC rate of 9.25% (2023: WACC rate of 9.50%) and a terminal growth rate after five years of -1.7% (2023: terminal growth rate after ten years of -6.5%). Management applied a compound annual growth rate of revenue (CAGR) over the period 2025-2029 of -8.1%. The calculation of the recoverable amount has resulted in an enterprise value below the carrying amount of the cash-generating unit Radiology Solutions. This has resulted in an impairment loss of 22 million euro (18 million euro on property, plant and equipment and 4 million euro on right-of-use assets) on top of the impairment losses recog-nized due to decommissioning of certain assets (2 million euro). There are no assets remaining that are dedicated to the Radiology Solutions CGU which are not impaired, except for certain assets that are expected to be disposed of at a value greater than their book value.
Due to the application of IFRS 16, the Group – as lessee – recognizes right-of-use assets representing its right to use the underlying assets and lease liabilities representing its obligation to make lease payments. Exemptions are however made for short-term leases and leases of low value items such as the major part of the Group’s ICT-equipment. The right-of-use asset is initially measured at cost and subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In these cases, the right-of-use asset is depreciated over the useful life of the underlying asset, compliant with the methodology applicable for property, plant and equipment. The following table shows a reconciliation to the closing balances at December 31, 2023, for the right-of-use assets, broken down by category. The Group distinguishes four categories: 1) right-of-use land, buildings and infrastructure, 2) right-of-use cars, 3) right-of-use other transportation equipment, mainly related to our manufacturing organiza-tions and 4) right-of-use other assets.
| MILLION EURO | Right-of-use land, buildings, infrastructure | Right-of-use cars | Right-of-use other transportation equipment | Right-of-use other assets | TOTAL |
|---|---|---|---|---|---|
| Cost at December 31, 2022 | 94 | 36 | 2 | 1 | 134 |
| Exchange differences | (1) | - | - | - | (1) |
| New lease contracts | 7 | 12 | - | - | 19 |
| Lease revaluations | - | - | - | - | (1) |
| Business combinations divestment | (26) | (8) | (1) | - | (35) |
| Disposals and retirements | (15) | (10) | - | - | (25) |
| Reclasses | - | - | - | - | - |
| Cost at December 31, 2023 | 60 | 30 | 1 | 1 | 92 |
| Exchange differences | 1 | - | - | - | 1 |
| New lease contracts | 1 | 14 | - | - | 16 |
| Lease revaluations | 10 | - | - | - | 9 |
| Business combinations | - | - | - | - | - |
| Disposals and retirements | (8) | (10) | - | - | (18) |
| Reclasses | - | - | - | - | - |
| Cost at December 31, 2024 | 64 | 35 | 1 | 1 | 100 |
| Accumulated depreciation and impairment losses December 31, 2022 | (62) | (25) | (2) | (1) | (89) |
| Exchange differences | 1 | - | - | - | 1 |
| Depreciation during the year | (11) | (7) | - | - | (19) |
| Impairment loss during the year | (4) | (1) | - | - | (5) |
| Disposals and retirements | 14 | 10 | - | - | 25 |
| Business combinations divestment | 26 | 8 | 1 | - | 35 |
| Reclasses | - | - | - | - | - |
| Accumulated depreciation and impairment losses December 31, 2023 | (37) | (15) | (1) | - | (53) |
| Exchange differences | - | - | - | - | - |
| Depreciation during the year | (9) | (8) | - | - | (16) |
| Impairment loss during the year | (4) | - | - | - | (4) |
| Disposals and retirements | 8 | 10 | - | - | 18 |
| Business combinations | - | - | - | - | - |
| Reclasses | - | - | - | - | - |
| Accumulated depreciation and impairment losses December 31, 2024 | (42) | (13) | - | (1) | (56) |
| Carrying amount December 31, 2022 | 32 | 12 | 1 | 1 | 45 |
| Carrying amount December 31, 2023 | 23 | 15 | - | 1 | 39 |
| Carrying amount December 31, 2024 | 22 | 22 | - | 1 | 44 |
New lease contracts concluded during 2024 amounted to 16 million euro (2023: 19 million euro) and primarily relate to buildings, infrastructure and cars (mainly in Belgium).# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In the course of 2021, the Group established with other investment partners the company Penny Black, a start-up private limited liability company providing software and printing solutions for the e-commerce business. The Group holds an investment of 49.8% in this company. The investment in this associate is measured using the equity method. In the course of 2024, the Agfa-Gevaert Group made an extra investment of 0.6 million euro in this associate. During 2024, the Group has recognized losses amounting to 0.9 million euro in relation to its interest in this associate (2023: 0.8 million euro). Mid-January 2025, the Group sold its investment in Penny Black for 1.8 euro. Based on the recovera-ble amounts methodology, the remaining carrying amount of the investment in Penny Black after equity pick-up been fully impaired by the end of 2024. The impairment loss amounts to 0.2 million euro and is booked in 'Other finance expenses'.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Penny Black (49.79%) | ||
| Penny Black (49.82%) | ||
| Carrying amount of interests, including goodwill | 0.5 | - |
| Net loss after taxes | (1.6) | (1.8) |
| Group’s share of net loss after taxes | (0.8) | (0.9) |
| Other Comprehensive Income | - | - |
| Group’s share of Other Comprehensive Income | - | - |
| Summarized financial information | ||
| Non-current assets | - | - |
| Current assets | 0.8 | - |
| Equity | 0.7 | 0.1 |
| Current liabilities | 0.1 | 0.1 |
| Group’s share of equity | 0.5 | - |
| Goodwill included in carrying amount of the investment | - | - |
| Carrying amount of investment in other affiliates | 0.5 | - |
At December 2024 and 2023, financial assets at fair value through OCI comprise the investment in Digital Illustrate Inc., a Korean UV printer manufacturer. The Group owns 15% of the shares of this company. This investment is carried at fair value, being the quoted price on the stock exchange with changes in fair value booked in OCI. The Group designated this investment as at FVOCI because this represents an investment that the Group intends to hold for the long term for strategic purposes. During 2024, no dividends have been received (2023: 0 million euro).
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Financial assets at fair value through OCI - Equity instruments | 4 | 2 |
| Financial assets at amortized cost | - | - |
| TOTAL | 4 | 3 |
Lease agreements in which the other party, as lessee, is to be regarded as the economic owner of the leased assets give rise to accounts receivable in the amount of the discounted future lease payments. These receivables amounted to 87 million euro as of December 31, 2024 (2023: 101 million euro) and will bear interest income until their maturity dates of 9 million euro (2023: 11 million euro). As of December31, 2024, the impairment losses on the receivables under finance leases amounted to 1 million euro (2023: 1 million euro).
The receivables under finance leases can be presented as follows:
| 2023 | 2024 | |
|---|---|---|
| Total future payments | Unearned interest income | |
| Present value | Total future payments | |
| Unearned interest income | Present value | |
| Not later than one year | 38 | 5 |
| 33 | 37 | |
| 4 | 33 | |
| Year +2 | 28 | 3 |
| 25 | 24 | |
| 2 | 22 | |
| Year +3 | 21 | 2 |
| 19 | 18 | |
| 1 | 17 | |
| Year +4 | 14 | 1 |
| 13 | 8 | |
| 1 | 8 | |
| Year +5 | 6 | 1 |
| 6 | 4 | |
| 1 | 4 | |
| Later than five years | 4 | - |
| 4 | 2 | |
| - | 2 | |
| Total minimum lease payments | 111 | 11 |
| 100 | 94 | |
| 9 | 85 | |
| Unguaranteed residual value | 1 | - |
| 1 | 2 | |
| - | 2 | |
| TOTAL | 112 | 11 |
| 101 | 96 | |
| 9 | 87 | |
| Impairment losses | (1) | - |
| - | - | |
| - | (1) | |
| Receivables under finance lease | 100 | - |
| - | - | |
| 87 | - |
The Group leases out its commercial equipment under finance leases mainly via Agfa Finance (i.e. Agfa Finance NV, Agfa Finance Corp. and Agfa Finance Inc.). At the inception of the lease, the present value of the minimum lease payments generally amounts to at least 90% of the fair value of the leased assets. As manufacturer lessor, Agfa recognizes revenue at the fair value of the underlying asset discounted using a market rate of interest. On manufacturing leases, the Group recognizes revenue and related profit margin at the moment a Group’s manufacturing organization or any related company invoices Agfa Finance at commencement of the lease with the external customer. The profit margin equals the profit margin that the Group realizes on equipment not part of finance lease agreements. Revenue related to finance leases offered via Agfa Finance amounts to 28 million euro in 2024 (2023: 37 million euro). The major part of the leases concluded with Agfa Finance typically run for a non-cancellable period of four years. The contracts generally include an option to purchase the leased equipment after that period at a price that generally lies between 2% and 5% of the gross investment at the inception of the lease. Agfa Finance offers its products via its subsidiaries in France and Italy and its branches in Europe (Spain, Switzer-land, Benelux, Germany, UK and the Nordic countries), via Agfa Finance Corp. in the USA and Agfa Finance Inc. in Canada. As of December 31, 2024, the present value of the total future lease payments before impairment losses for Agfa Finance amounted to 87 million euro (2023: 101 million euro). Sometimes, the fair value of the leased asset is paid back by means of a purchase obligation for consumables at a value higher than its market value, in such a way that this mark-up is sufficient to cover the amount initially invested by the lessor. In these types of contracts the mark-up and or the lease term can be subject to change. During 2024, the Group has sold receivables under finance lease for an amount of 7 million euro measured at carry-ing amount. The risk management with regard to leases is covered by the divisional Credit and Collection policies. The credit and collection organization has the responsibility to define the credit and collection policy and submit for final approval and establish credit limits amongst other activities. Credit limits are defined by customer and cover all sales, being trade, service and on balance financing directly to its customer. Lease financing with periodical instalments via Agfa Finance do require a separate credit approval on a case-by-case approach.
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Raw materials and auxiliaries | 47 | 57 |
| Work in progress and semi-finished goods | 115 | 98 |
| Finished goods | 18 | 24 |
| Goods purchased for resale including spare parts | 111 | 114 |
| Inventory in transit and other inventory | (3) | - |
| TOTAL | 289 | 293 |
In 2024, inventories are written down to net realizable value for an amount of 10 million euro (2023: 11 million euro). These write-downs relate to obsolete, damaged or expired inventory. Write-downs of inventories are included in cost of sales in the consolidated statement of profit or loss. It is not possible to disclose separately impairment reversals of inventories because the impairments are the results of movements of increases and decreases.
Other receivables can be presented as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Uninstalled leases(1), reimbursements | 5 | 2 |
| Deferred purchase price related to the divestment of Offset | 35 | 31 |
| Subsidies and grants | 5 | 6 |
| Payroll receivables | 1 | 1 |
| Other receivables | 1 | 3 |
| TOTAL | 48 | 43 |
| (1) Leased equipment not yet installed at the client’s premises. |
On April 3, 2023, the Agfa-Gevaert Group completed the sale of its Offset Solutions division to the investment firm Aurelius Group at a consideration of 46 million euro. In the second quarter of 2023 an amount of 11 million euro was received which brings the outstanding receivable to 35 million euro which is presented in other receivables on the balance sheet. Further discussions with the Aurelius Group have led to an agreement that 2 million euro of this outstanding receivable is not due. In the course of the fourth quarter of 2024, 2 million was received, reducing the outstanding receivable to 31 million euro on December 31, 2024 (see note 20.2). The other receivables in 2024 comprise decommissioning of specific assets (2 million euro).
The reconciliation of cash and cash equivalents with its corresponding items in the statement of financial position can be presented as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Total cash and cash equivalents as reported in the consolidated statement of financial position | 75 | 68 |
| Marketable securities | 2 | - |
| Bank overdrafts (reported under current loans and borrowings) | - | - |
| Total cash and cash equivalents as reported in the consolidated statement of cash flows | 77 | 68 |
The Group has 0.5 million euro restricted cash in Russia held in the headquarters cash pool.# AGFA-GEVAERT ANNUAL REPORT 2024
This cash can be used by the other entities by means of notional pooling, but not to be used within the Russian entity. In addition a cash collateral of 0.6 million euro is also considered as restricted cash.
The credit quality of the banks and financial institutions that the Group is working with, can be presented as follows:
| 2023 | 2024 | |
|---|---|---|
| A+ | 16.9 | 17 |
| A | 14.2 | 7.1 |
| A- | 32 | 25.6 |
| BB+ | 6.3 | 6.3 |
| BB- | - | 1.1 |
| B | 0.6 | - |
| Other | 7 | 10.9 |
| TOTAL | 77 | 68 |
In 2024, assets with a net book value of 6 million euro were reclassed from property, plant and equipment to non-current assets held for sale. These assets relate to the closed site in Schrobenhausen (Germany) and another building in the USA. These assets are intended to be sold in 2025. The non-current assets, classified as held-for-sale also contain the planned sale of the closed offset printing plate factory in Vallese (Italy) belonging to the former Offset Solutions segment. The sale was already delayed some time and is now planned in next year. Related land, buildings and infrastructure of these non-current assets held for sale are measured at their carrying amount at December 31, which is lower than the fair value less costs to sell.
Other non-current and current assets can be presented as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Non-current | ||
| Multi year service contracts (strategic suppliers) | 4 | 4 |
| Prepayments | - | - |
| Total non-current | 4 | 4 |
| Current | ||
| Multi year service contracts (strategic suppliers) | 8 | 7 |
| Advances on costs | - | - |
| Guarantees and deposits | 2 | 4 |
| Prepayments | 2 | 4 |
| Other | - | - |
| Total current | 13 | 15 |
| TOTAL | 17 | 19 |
The various components of equity and the changes therein from January 1, 2023 to December 31, 2024 are presented in the ‘Consolidated Statements of Changes in Equity’ as part of the primary financial statements.
At December 31, 2024 and 2023, the issued capital of the Company amounts to 187 million euro. The outstanding ordinary shares amount to 154,820,528 at December 31, 2024 (2023: 154,820,528 outstanding shares). The Board of Directors has invited the shareholders to participate in the Special and Extraordinary General Meeting of Shareholders held on February 28, 2025. On this meeting, a reduction of the capital of the Company to the amount of EUR 26,000,000.00 was proposed, by offsetting losses incurred in the amount of EUR 160,794,611.00, and corresponding amendment of Article 5 of the Articles of Association. The attendance quorum for the Extraordinary General Meeting was not reached. Consequently, this meeting is held on March 11, 2025, during which the proposed capital reduction was approved.
The reserve for the Company’s own shares comprises the cost of the Company’s shares held by the Group. At December 31, 2024, the Group does not hold own shares (2023: nil).
The revaluation reserve comprises the revaluation of the Group’s investment in Digital Illustrate Inc. which is irrevocably designated at fair value through OCI and will subsequently not be recycled to profit or loss. The Group made this classification as it intends to hold the investment over a long period for strategic purposes.
As of December 31, 2024, the hedging reserve comprises the effective portion of the cumulative net change in fair value of foreign exchange contracts designated as cash flow hedges. In the course of 2024 and 2023, the Group designated foreign exchange contracts as cash flow hedges of its foreign currency exposure in US dollar, Australian dollar, Chinese yuan, Indian rupee, Japanese yen, Korean won and British pound related to highly probable forecasted sales and purchases over the following 12 months. The portion of the gains on the forward exchange contracts that is determined to be an effective hedge is recognized directly in other comprehensive income (December 31, 2024: 0 million euro; December 31, 2023: 1 million euro net of tax). A reconciliation of hedge reserve in tabular format for each type of risk is provided in note 21.4.
The net amount of remeasurements of the net defined benefit liability recorded in equity, comprises actuarial gains and losses resulting from the remeasurement of the net defined benefit obligation and related plan assets, net of taxes.
These actuarial gains and losses originate from: adjustments of the gross pension liability from experience gains or losses on plan liabilities, i.e. the effects of differences between the previous actuarial assumptions and what has actually occurred (e.g. changes in membership); changes in demographic assumptions (e.g. mortality tables); changes in financial assumptions (e.g. discount rate, price inflation); differences in returns on plan assets excluding interest income calculated at the applicable discount rate. The main part of the ‘Net amount of remeasurements of the net defined benefit liability recorded in equity’ originates from the first application of IAS 19 (revised 2011). The amendment to IAS 19 (revised 2011) have had a significant impact on the Group’s consolidated equity and total comprehensive income. With this revision of IAS 19, the ‘corridor’ method, which allowed to defer the recognition of actuarial gains and losses over multiple accounting periods was eliminated. Under the new IAS 19, the net liability of the defined benefit plan had to be recognized in full at once and changes to the defined benefit obligation arising from actuarial assumptions are to be recognized in OCI. Also the interest cost and expected return on assets was replaced with a net interest amount that is calculated by applying the discount rate that is used to determine the net defined benefit liability. The difference between the interest income on plan assets and interest cost on the defined benefit obligation is included in OCI. At first application in 2013, comparative data for 2012 have been restated. As at January 1, 2012, an amount of 704 million euro was booked in equity, 687 million euro related to Belgium, Germany, UK and USA called ‘material countries’ and 17 million euro related to other countries called ‘non-material countries’.
The following table presents the effect of the changes in accounting policy (restated opening balance at January 1, 2012) and the funded status for material countries and for comparative reasons the funded status per December 31, 2024:
| million Euro | Belgium/Germany/UK/USA - Defined Benefit plans (excluding Belgian Defined Contribution plans) | ||
|---|---|---|---|
| Funded status and unrecognized actuarial losses as per January 1, 2012 | Funded status December 31, 2024 | ||
| DBO | Plan assets | Funded status | |
| Belgium | 380 | (326) | 54 |
| Germany | 637 | - | 636 |
| UK | 421 | (274) | 147 |
| USA | 589 | (335) | 254 |
| Total | 2,027 | (936) | 1,091 |
| Unrecognized acruarial losses | Net liability | DBO | |
| Belgium | (145) | (91) | 340 |
| Germany | (135) | 501 | 417 |
| UK | (200) | (52) | 305 |
| USA | (207) | 47 | 74 |
| Total | (687) | (1) | 1,136 |
| Plan assets | Funded status | Unrecognized acruarial losses | |
| Belgium | (369) | (29) | (145) |
| Germany | - | 417 | (135) |
| UK | (320) | (15) | (200) |
| USA | (59) | 15 | (207) |
| Total | (748) | 388 | (687) |
| Net liability | |||
| (1) | |||
| Following 1st time application fully recognized in OCI |
This evolution is explained as follows:
* Experience adjustments, i.e. the effects of differences between the previous actuarial assumptions and what has actually occurred such as changes in membership: 96 million euro
* Changes in demographic assumptions: 78 million euro
* Changes in financial assumptions: (350) million euro
* Changes in return on plan assets excluding interest income: (10) million euro
* Tax impact on remeasurements of material countries: (4) million euro
* Reclassification of remeasurements to retained earnings of entities disposed off or liquidated: (4) million euro
All remeasurements as from January 1, 2012, remain in the equity caption ‘Net amount of remeasurements of the net defined benefit liability recorded in equity’ unless they are part of discontinued operations. Remeasurements related to discontinued operations are reclassified to retained earnings (2024: 1 million euro; 2023: (6) million euro).
The evolution for the year 2024 is as follows:
| MILLION EURO | December 31, 2023 | Net amount of remeasurements of the net defined benefit liability recorded in equity | Transfer of net amount of remeasurements on the defined benefit liability recorded in equity to retained earnings related to entities divested | Tax impact | December 31, 2024 |
|---|---|---|---|---|---|
| Note 13 | Note 17.4 | ||||
| Net amount of remeasurements of the net defined benefit liability recorded in equity | |||||
| Related to material countries | (901) | 19 | - | - | (882) |
| Related to non-material countries | (25) | - | 1 | - | (24) |
| TOTAL | (926) | 19 | 1 | - | (906) |
The movement of the year, net of tax amounts is an increase of 19 million euro, explained by:
* Experience losses on pension liabilities: (23) million euro
* Actuarial gains from changes in financial assumptions: 25 million euro
* Actuarial gains from return on plan assets excluding interest income: 17 million euro
Further information is provided in note 13. In 2024, no deferred taxes related to the effects of remeasurements have been recognized in ‘Other comprehensive income’ (2023: 3 million euro).
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of financial instruments that hedge the Company’s net investment in a foreign subsidiary.# 37.9 OTHER COMPREHENSIVE INCOME - NET OF TAX
| Attributed to owners of the Company | Non-controlling interests | TOTAL OTHER COMPREHENSIVE INCOME | |
|---|---|---|---|
| Translation reserve | Hedging reserve | Revaluation reserve | |
| Exchange differences on translation of foreign operations | (11) | - | - |
| Release of exchange differences of dis-continued operations to profit or loss | (2) | - | - |
| Effective portion of changes in fair value of cash flow hedges, net of tax | - | 2 | - |
| Net changes in fair value of cash flow hedges reclassified to profit or loss, net of tax | - | 2 | - |
| Net changes in fair value of cash flow hedges transferred to initial carrying amount of hedged items, net of tax | - | - | - |
| Net change in fair value of equity investments through OCI | - | - | (1) |
| Remeasurement of the net defined benefit liability, net of tax | - | - | - |
| TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX | (13) | 3 | (1) |
| Attributed to owners of the Company | Non-controlling interests | TOTAL OTHER COMPREHENSIVE INCOME | |
|---|---|---|---|
| Translation reserve | Hedging reserve | Revaluation reserve | |
| Exchange differences on translation of foreign operations | 5 | - | - |
| Release of exchange differences of dis-continued operations to profit or loss | (1) | - | - |
| Effective portion of changes in fair value of cash flow hedges, net of tax | - | - | - |
| Net changes in fair value of cash flow hedges reclassified to profit or loss, net of tax | - | (1) | - |
| Net changes in fair value of cash flow hedges transferred to initial carrying amount of hedged items, net of tax | - | - | - |
| Net change in fair value of equity investments through OCI | - | - | (1) |
| Remeasurement of the net defined benefit liability, net of tax | - | - | - |
| TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX | 4 | (1) | (1) |
| 2023 | 2024 | |
|---|---|---|
| Non-current liabilities | ||
| Revolving credit facility | 69 | 141 |
| Lease liabilities | 39 | 100 |
| Liabilities to banks | 29 | 36 |
| Current liabilities | ||
| Liabilities to banks | - | 5 |
| Bank overdrafts | - | - |
| Lease liabilities | 14 | 15 |
| TOTAL LOANS AND BORROWINGS | 83 | 155 |
On March 5, 2021, Agfa-Gevaert NV closed a three-year multi-currency revolving credit facility of 230 million euro. This facility is unsecured and provides for an extension of the term of two times one year. In the course of 2022, the facility has been extended with one additional year, extending the maturity date till March 2025. In January 2023, this facility had again been extended with one additional year till March 2026. The financial institutions have extended the maturity to May 30, 2026. Management is currently in negotiations with financial institutions regarding the refinancing of this credit facility. The Board of Directors is confident of reaching an agreement with the financial institutions that is appropriate for the Company. The revolving credit facility will be used for general corporate pur-poses. The applicable interest rate is Euribor, Libor or its equivalent replacement benchmark (Reuters) and a margin. In general, drawdowns under this facility are made for short periods, but the Group has the discretion to rollover the liability under the existing committed loan facility. More information on covenants and liquidity management is provided in note 4 ‘Significant accounting estimates and judgments’. At December 31, 2024, there is a drawdown of 100 million euro under this facility (2023: 40 million euro).
| Currency | Interest rate | Maturity date | Notional amount | Outstanding amount | |
|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | |||
| 2023 | EUR | 5.0% | 40 | ||
| 2024 | EUR | 4.7% | 2026 | ||
| TOTAL | 230 | 230 | 40 |
The Group mainly leases buildings (such as office buildings and warehouses), company cars, other transportation equipment (such as forklifts), and other equipment (such as IT equipment). Building leases include both annually renewable contracts with options to renew the lease as well as leases with longer fixed lease terms. The lease liability relating to building leases amounts to 27 million euro or approximately 55% of the Group’s lease liability, and has an average estimated remaining lease term of three years. Company car leases typically run for a period of four to five years and represent approximately 44% of the Group’s lease liability, 22 million euro. Other leases represent less than 1% of the Group’s lease liability and include forklifts, printers, packaging systems, etc. Lease liabilities are payable as follows:
| Maturing | Outstanding amount | Incremental borrowing rate | Outstanding amount | Incremental borrowing rate | |
|---|---|---|---|---|---|
| 2023 | 2024 | ||||
| < 1 year | 14 | 3.6% | 15 | 4.6% | |
| Between 1-5 years | 26 | 4.4% | 33 | 4.8% | |
| > 5 years | 3 | 3.7% | 2 | 3.8% | |
| TOTAL | 43 | 50 |
Lease liabilities do not comprise costs for low value leases, short-term leases and other out of scope costs, amounting to 9 million euro in total (2023: 10 million euro).
For the financing of the new ZIRFON plant in Mortsel, the Company has negotiated a leasing agreement with a finan-cial institution for an investment amount of 30 million euro. The term of the agreement is seven years and estimated start date will be in quarter four of 2025, the moment the new plant is put into operation.
The lease agreement comprises two components: A lease component in scope of IFRS 16 amounting to 9 million euro, whereby the different constructors of the ZIRFON plant directly invoice the financial institution, and for which the Group will recognize right-of-use assets at activation of the lease contract foreseen in quarter four of 2025. In the course of 2024, an amount of 3 million euro was prefinanced by the financial institution to the different constructors. Agfa pays interests on this prefinancing amount at EURIBOR three months +1.5%. A sale and lease back-component in scope of IFRS 9 amounting to 21 million euro whereby the Company will sell its activated assets under construction to the financial institution and lease it back. As the sale is not a true sale under IFRS 15, a financial liability will be booked for the amount received from the financial institution. At December 31, 2024, a financial liability of 5 million euro is recorded related to the sale and lease back component. The interest due is EURIBOR three months +1,5%.
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
| Cash flows from financing activities | Non-cash changes | Effect of changes in foreign exchange rate | Revalua- tion of lease con- tracts | Interest expense on loans and borrow- ings | Business combina- tions | Balance at Decem- ber 31, 2024 | Balance at January 1, 2024 | |
|---|---|---|---|---|---|---|---|---|
| Revolving credit facility | (4) | 60 | - | - | 4 | - | 100 | 39 |
| Liabilities to banks | - | 5 | - | - | - | - | 5 | - |
| Lease liabilities | (21) | (1) | 16 | - | 9 | 2 | 50 | 44 |
| Bank overdrafts | - | - | - | - | - | - | - | - |
| Total Loans and borrowings | (4) | 44 | 16 | - | 9 | 6 | 155 | 83 |
(1) Comprises interests paid (2 million euro)
(2) Interests paid in the cash flow statement (16 million euro) comprises interests paid on the revolving credit facility (4 million euro) and interests paid on cash balancing accounts (12 million euro)
As of December 31, 2024, provisions amounted to 60 million euro (2023: 20 million euro).
| Environmental | Trade-related | Restructuring | Other | TOTAL | |
|---|---|---|---|---|---|
| Provisions at December 31, 2023 | 2 | 5 | 11 | 1 | 20 |
| Provisions made during the year | 3 | 4 | 44 | - | 51 |
| Provisions used during the year | - | (1) | (7) | - | (8) |
| Business combinations divestment | - | - | - | - | - |
| Provisions reversed during the year | (1) | (2) | (1) | - | (4) |
| Exchange differences | - | - | - | - | - |
| Transfers | - | - | - | - | - |
| Provisions at December 31, 2024 | 4 | 7 | 48 | 1 | 60 |
Provisions for environmental protection relate to future re-landscaping, landfill modernization and the remediation of land contaminated by past industrial operations.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Provisions made during the year relate to a provision for new emission rights.
Provisions for trade-related commitments at closing date and related flows during the year primarily comprise commissions to agents, warranty provisions and commercial litigations. Provisions for restructuring at closing date and related flows during the year mainly comprise employee related costs regarding the announced reorganization of the manufacturing plant in Belgium and the closure of the Schrobenhausen site in Germany. Other provisions comprise legal claims (including lawyer fees) and a legal claim regarding import duties.
The other payables at December 31, 2024, amounting to 5 million euro (2023: 9 million euro) comprise patents, tantièmes, finance leases, liabilities against staff resulting from compensation of travel and other personal related expenses and other various amounts payable.
The other liabilities current and non-current at December 31, 2024, amounting in aggregate to 9 million euro (2023: 5 million euro) comprise the unearned portion of government grants and subsidies, unapplied lease payments paid in advance and other current liabilities.
The ultimate parent of the Group is Agfa-Gevaert NV (BE 0404 021 727), Mortsel (Belgium). The Company is the parent company for the following significant subsidiaries.
Consolidated companies, December 31, 2024
| Name of the company | Location | Effective interest % |
|---|---|---|
| Agfa (Wuxi) Imaging Co. Ltd. | Wuxi/PR China | 99.16 |
| Agfa Corporation | Carlstadt/United States of America | 100 |
| Agfa Finance Corp. | Wilmington/United States of America | 100 |
| Agfa Finance Inc. | Toronto/Canada | 100 |
| Agfa Finance Italy SpA | Milan/Italy | 100 |
| Agfa Finance NV | Mortsel/Belgium | 100 |
| Agfa Middle East FZCO | Dubai/United Arab Emirates | 100 |
| Agfa NV | Mortsel/Belgium | 100 |
| Agfa Graphics S.r.l. | Milano/Italy | 100 |
| Agfa S.A. (Arg) | Buenos Aires/Argentina | 100 |
| Agfa HealthCare Australia Pty. Ltd. | Burwood East/Australia | 100 |
| Agfa Do Brasil Ltda. | Sao Paulo/Brazil | 100 |
| Agfa HealthCare Chile Ltda. | Santiago de Chile/Chile | 100 |
| Agfa HealthCare Colombia Ltda. | Bogota/Colombia | 100 |
| Agfa HealthCare Corporation | Greenville/United States of America | 100 |
| Agfa HealthCare Denmark A/S | Copenhagen/Denmark | 100 |
| Agfa HealthCare Germany GmbH | Düsseldorf/Germany | 100 |
| Agfa HealthCare Hong Kong Ltd. | Hong Kong/PR China | 100 |
| Agfa HealthCare Inc. | Mississauga/Canada | 100 |
| Agfa HealthCare India Private Ltd. | Thane/India | 100 |
| Agfa HealthCare Malaysia Sdn. Bhd. | Kuala Lumpur/Malaysia | 100 |
| Agfa HealthCare Mexico S.A. de CV | Mexico D.F./Mexico | 100 |
| Agfa HealthCare NV | Mortsel/Belgium | 100 |
| Agfa HealthCare Saudi Arabia Company Limited LLC | Riyadh/Saudi Arabia | 100 |
| Agfa HealthCare (Shanghai) Co. Ltd. | Shanghai/PR China | 100 |
| Agfa HealthCare Singapore Pte. Ltd. | Singapore/Republic of Singapore | 100 |
| Agfa HealthCare South Africa Pty. Ltd. | Gauteng/Republic of South Africa | 100 |
| Agfa HealthCare Spain S.A.U. | Barcelona/Spain | 100 |
| Agfa HealthCare Sweden AB | Kista/Sweden | 100 |
| Agfa HealthCare UK Ltd. | Cambridge/United Kingdom | 100 |
| Agfa Inc. | Mississauga/Canada | 100 |
| Agfa Ltd. | Dublin/Ireland | 100 |
| Agfa Materials Corporation | Goose Creek/United States of America | 100 |
| Agfa Materials Japan Ltd. | Tokyo/Japan | 100 |
| Agfa Materials Taiwan Co. Ltd. | Taipei/Taiwan | 100 |
| Agfa Solutions S.A.S | Rueil-Malmaison/France | 100 |
| Agfa Sp. z.o.o. | Warsaw/Poland | 100 |
| Agfa-Gevaert M.A.E.B.E. | Athens/Greece | 100 |
| Agfa GmbH | Düsseldorf/Germany | 100 |
| Agfa-Gevaert Argentina S.A. | Buenos Aires/Argentina | 98.33 |
| Agfa HealthCare Netherlands B.V. | Rijswijk/the Netherlands | 100 |
| Agfa-Gevaert Colombia S.A.S | Bogota/Colombia | 100 |
| Agfa-Gevaert HealthCare GmbH | Düsseldorf/Germany | 100 |
| Agfa-Gevaert Ltda. | Santiago de Chile/Chile | 100 |
| Agfa-Gevaert GmbH | Düsseldorf/Germany | 100 |
| Name of the company | Location | Effective interest % |
|---|---|---|
| Agfa HealthCare Italy S.p.A. | Milan/Italy | 100 |
| Lastra Attrezzature S.r.l. | Manerbio/Italy | 60 |
| Luithagen NV | Mortsel/Belgium | 100 |
| OOO Agfa | Moscow/Russian Federation | 100 |
| Agfa HealthCare Kazakhstan LLP | Almaty/Republic of Kazakhstan | 100 |
| Agfa HealthCare Ukraine LLC | Kyiv/Ukraine | 100 |
| PT Gevaert-Agfa HealthCare Indonesia | Jakarta/Indonesia | 100 |
| Agfa HealthCare Middle East FZ-LLC | Dubai/United Arab Emirates | 100 |
| Agfa HealthCare IT UK Limited | Middlesex/United Kingdom | 100 |
| Agfa South Africa (Pty) Ltd. | Gauteng/Republic of South Africa | 100 |
| Agfa Australia Pty Ltd. | Burwood East/Australia | 100 |
| Agfa Canada Inc. | Mississauga/Canada | 100 |
| Agfa US Corp. | Carlstadt/United States of America | 100 |
| Agfa HealthCare IT (Shanghai) Co. Ltd. | Shanghai/PR China | 100 |
| Agfa Hong Kong Ltd. | Hong Kong/PR China | 100 |
| Agfa HealthCare Vietnam Co. Ltd. | Ho Chi Minh City/Vietnam | 100 |
| Agfa Materials Korea Ltd. | Seoul/Korea | 100 |
| Agfa Ré S.A. | Luxembourg/Luxembourg | 100 |
| Inca Digital Printers | Cambridge/United Kingdom | 100 |
| Agfa IJC | Cambridge/United Kingdom | 100 |
| Agfa Alterssicherungs-AG | Düsseldorf/Germany | 100 |
Associated companies, December 31, 2024
| Name of the company | Location | Effective interest % |
|---|---|---|
| Penny Black BV | Antwerp/Belgium | 49.82 |
Within the segment HealthCare IT, the Group offers Software as a Service (‘SaaS’) which are offsite, onsite or hybrid models under which software, hardware and services are offered to the customer on a pay-per-use basis or a monthly/annual fee basis. The Group guarantees the management of the system over the contract period, and provides daily technical operations, maintenance and support to the customer. These contracts can comprise an operating lease component. The income related to managed service contracts, amounts to 20 million euro during 2024 (2023: 17 million euro). These are recognized in revenue based upon use/consumption by the client or based on a fixed fee. The future revenue related to fixed fee part of these contracts for 2025 amounts to 7 million euro and for the years between 1 and 5 years amounts to 21 million euro. The total of assets in operating lease contracts recognized in the statement of financial position at December 31, 2024 amounts to 3 million euro (December 31, 2023: 4 million euro) (see note 28).
Contingencies resulted entirely from commitments given to third parties and comprise:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Bank guarantees | 33 | 42 |
| Other | - | - |
| Corporate guarantees | 173 | 131 |
| TOTAL | 206 | 173 |
Corporate guarantees mainly relate to guarantees given by the parent company on behalf of its subsidiaries towards banks and mainly relate to the revolving credit facility (see note 38.1) and other negotiated credit lines. The purchase commitments in connection with major capital expenditure projects for which the respective contracts have already been awarded or orders placed amount to 20 million euro of which 12 million euro relates to the new ZIRFON plant.
The Group is currently not involved in any major litigation apart from those related to the AgfaPhoto insolvency.
AgfaPhoto
In connection with the divestment of the Consumer Imaging business of Agfa-Gevaert AG and certain of its subsidiaries, the Group entered into various contractual relationships with AgfaPhoto Holding GmbH, AgfaPhoto GmbH and their subsidiaries in various countries (the ‘AgfaPhoto group’), providing for the transfer of its Consumer Imaging business, including assets, liabilities, contracts and employees, to AgfaPhoto group companies. Subsequent to the divestment, insolvency proceedings have been opened with respect to AgfaPhoto GmbH and a number of its subsidiaries in both Germany and other countries. The Group had been sued through lawsuits or other actions in various countries in connection with a number of disputes. Those disputes have been resolved, with the exception of the following dispute.
With respect to that divestment, the insolvency receiver of AgfaPhoto GmbH initiated various arbitration proceedings before the ICC International Court of Arbitration in Paris, France. In arbitration proceeding ICC N°. 15362, the receiver claimed damages allegedly suffered as a result of, inter alia, the alleged undercapitalization of AgfaPhoto GmbH and the alleged causation of the insolvency of AgfaPhoto GmbH. The ICC Tribunal issued a final award on May 31, 2018, through which it dismissed all of the insolvency receiver’s claims and ordered him to reimburse to Agfa a very substantial part of the costs that Agfa incurred in that arbitration proceeding. The insolvency receiver filed a request for the annulment of that final award before a German court (‘Oberlandesgericht Frankfurt/Main’ or ‘OLG’) in October 2018. By judgment of January 16, 2020, the OLG declared the annulment of the final award of May 31, 2018. The concerned Agfa companies appealed this judgment before the ‘Bundesgerichtshof’ (BGH). The BGH confirmed the judgment of the OLG by decision of November 26, 2020, which was communicated to Agfa on January 20, 2021. The concerned Agfa companies decided not to appeal this decision before the German Federal Constitutional Court (‘Bundesverfassungsgericht’). Consequently, the final award of May 31, 2018, has been set aside definitively. After an unsuccessful conciliation attempt the insolvency receiver of AgfaPhoto GmbH initiated a new arbitration proceeding before the ICC International Court of Arbitration in April 2021 (ICC N°. 26175), in which he pursues his claim for damages allegedly suffered as a result of the alleged undercapitalization of AgfaPhoto GmbH, in addition to the reimbursement of his costs borne in the first arbitration (ICC N°. 15362). An ICC Tribunal with three arbitrators was formed in the course of 2021. In the course of 2022, the insolvency receiver submitted his full Statement of Claim and Agfa submitted its Statement of Defense.In the course of 2023, the insolvency receiver submitted his full Reply Brief and Agfa submitted its Rejoinder Brief. A hearing took place from November 27, 2023 through December 1, 2023. Through May 2024, the parties submitted post-hearing briefs and cost submissions (two rounds each). On the basis of information received from the ICC so far, we expect the award to be issued in the second quarter of 2025. Agfa will vigorously defend itself in this arbitration procedure.
Other Further legal risks for the Group exist with regard to a dispute with a former distributor (La Papelera) of the Group’s products in Bolivia, who claims compensation for breach of contract. The original contract was signed in 1967, termi-nated in 2000 and a lawsuit was filed in 2001 in Bolivia (whereas parties contractually agreed that disputes should be brought before the courts of Belgium or Germany). The final decision on the merits of this case was issued on April 4, 2018, which ordered Agfa to pay USD 735,000 plus additional amounts that needed to be ascertained in a subsequent proceeding of execution/liquidation. During the liquidation proceeding, an according to Agfa irregularly appointed expert (unilaterally proposed to the Bolivian first level court by La Papelera) issued a report (accepted by the Bolivian first level court) assessing these additional amounts considerably higher than the amount of 4.5 million USD originally claimed by La Papelera. Agfa appealed against the amount thus assessed on several occasions, and on December 15, 2020 the Constitutional Tribunal in Bolivia issued a decision which determined the annulment of the decisions that accepted the third party expert nom-ination and its report. Despite the aforementioned decision of the Constitutional Court, lower courts in Bolivia continued thereafter to issue decisions that are incompatible with such decision. Agfa has filed in September 2023 another complaint directed to the Constitutional Tribunal in Bolivia with the aim to enforce the decisions that are being disregarded by the lower instances of the Bolivian court system. Until March 17, 2025, the Constitutional Tribunal in Bolivia has not ruled on Agfa’s recourse in this respect. In January 2023, Agfa-Gevaert Ltda. (Chile) and La Papelera signed a payment offer and acceptance, by which the uncontroversial amount of USD 735,000 was paid (in Chile), with accompanying declarations that no fines or penalties should be added to this amount. We therefore consider the risk that Agfa still would have to pay any fines or penalties on this amount as remote, given the express contractual agreement that no additional amounts are due under this item.
181
AGFA-GEVAERT ANNUAL REPORT 2024
In February 2024, La Papelera filed an exequatur request before the Chilean Supreme Court with regard to a decision made by one of the lower Bolivian courts in contradiction of the December 15, 2020 decision of the Bolivian Consti-tutional Award. As the Supreme Court in Chile does not assess the merits of the case when deciding on an exequatur, this exequatur was granted on January 15, 2025. The enforcement procedure requires La Papelera to now initiate a request before the lower instances in Chile, where Agfa again will be able to defend its position. Until March 17, 2025, La Papelera has not initiated such request. In May 2024, La Papelera moreover filed a unilateral petition for exequatur before the Court of First Instance in Antwerp, Belgium. This unilateral petition was granted on January 7, 2025 and was served on March 5, 2025 by La Papelera on Agfa-Gevaert NV. Agfa-Gevaert NV will file opposition and will defend its position in the subsequent procedure inter partes. Agfa will continue to vigorously defend itself in all these procedures, with a focus on avoiding final exequatur being granted in Belgium.
46.1 TRANSACTIONS WITH DIRECTORS AND MEMBERS OF THE EXECUTIVE MANAGEMENT (KEY MANAGEMENT PERSONNEL)
Key management personnel compensation (excluding employer’s social contribution) included in profit or loss can be detailed as follows:
| MILLION EURO | 2023 | 2024 |
|---|---|---|
| Directors | Executive Management | |
| Short-term employee benefits | 0.5 | 3.0 |
| Termination benefits | - | - |
| Post-employment benefits | - | 0.2 |
| Share-based payment | - | (0.3) |
| TOTAL | 0.5 | 2.9 |
As of December 31, 2024, there were no loans outstanding neither to members of the Executive Management nor to members of the Board of Directors. Pension provisions for members and retired members of the Executive Management, amounting to 11 million euro, are reflected in the statement of financial position of the Group at December 31, 2024. Key management personnel remuneration is also included in the Remuneration Report see page 81.
46.2 OTHER RELATED PARTY TRANSACTIONS
There are no other material related party transactions.
182
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
After December 31, 2024, the following significant events occurred:
April 1, 2025, Agfa announced that by April 4, 2025, it would receive a partial payment (in the amount of 5.9 million euro) from Aurelius Group in relation to the sale of Agfa’s Offset Solutions division that was announced in August 2022. The remaining part of the undisputed amounts (totaling 6.4 million euro), as well as the disputed part of the outstanding receivable – for the amount so determined by the independent expert – become due as soon as the independent expert has rendered her decision.
April 2, 2025, Agfa announced its decision to shut down its film finishing site in Bushy Park (South Carolina – USA) and to consolidate its finishing activities mainly at its site in Mortsel (Belgium). The decision is another step in Agfa’s global plan to optimize the cost base of its traditional film activities, aligning them with market realities.
The following fees for the services of KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises in 2023 and services of PWC Bedrijfsrevisoren in 2024 were recognized as an expense:
| EURO | 2023 | 2024 |
|---|---|---|
| Fees of the independent auditor with respect to the statutory audit mandate for the Company and the Group (Belgium) | 982,475 | 804,145 |
| Fees for non-audit services rendered by the independent auditor to the Company and the Group | ||
| Other assurance | 695,873 | 362,075 |
| Tax | - | - |
| Other non-audit | 11,300 | 14,650 |
| SUBTOTAL | 1,689,648 | 1,180,870 |
| Fees of independent auditor’s network with respect to a statutory audit mandate at the level of the Group (foreign operations) | 395,356 | 198,608 |
| Fees for non-audit services rendered by the independent auditor’s network to the Group (Belgian and foreign operations) | ||
| Other assurance | - | - |
| Tax | 78,001 | - |
| Other non-audit | 23,204 | 483,093 |
| SUBTOTAL | 496,562 | 681,701 |
| TOTAL | 2,186,210 | 1,862,571 |
The fees for the auditing of financial statements comprise those for the audits of the consolidated financial state-ments of the Agfa-Gevaert Group and the financial statements of its subsidiaries in Belgium and abroad. Other non-audit fees mainly relate to advice and due diligence assistance.
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ACCOUNTING POLICIES
The consolidated financial statements have been prepared on the historical cost basis except for the following items in the statement of financial position:
DBO attributable to defined benefit plans are measured using the projected unit credit method.
MATERIAL ACCOUNTING POLICIES
50.1 BASIS OF CONSOLIDATION
50.1.1 Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group (see note 50.1.4). Control is the power over the entity, i.e. the right that gives the Company the ability to direct the relevant activities of related entity, and is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Goodwill is not amortized but tested for impairment on an annual basis and whenever there is an indication that the cash-generating unit to which goodwill has been allocated may be impaired. The impairment testing process is described in the appropriate section of these policies. Goodwill is stated at cost less accumulated impairment losses. With respect to associates, the carrying amount of goodwill is included in the carrying amount of the investment. The Group measures goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. Any contingent consideration payable is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration recognized as a liability are recognized in profit or loss. Costs related to the acquisition are expensed as incurred.
184
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
50.1.2.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A discontinued operation is a component of the Group’s business, the operations and cash flows which can be clearly distinguished from the rest of the Group and which: represents a separate major line of business or geographic area of operations; is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earlier of disposal or when an operation meets the criteria to be reclassified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation has been discontinued from the start of the comparative year.
Non-controlling interests are measured at their proportionate share of the acquirees identifiable net assets at the date of acquisition.
A subsidiary is an entity controlled by the Company. Control exists when the Company has the power over the entity, i.e. the right that gives the Company the ability to direct the relevant activities of related entity, and is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of a subsidiary are included in the consolidated financial statements from the acquisition date until the date when the parent ceases to control the subsidiary.
On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling inter-ests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted inves-tee or as a financial asset depending on the level of influence retained.
An associate is an entity in which the Company has significant influence and that is neither a subsidiary nor an inter-est in a joint venture. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity. An investment in an associate is accounted for using the equity method from the date on which it becomes an associate and is recognized initially at cost. The cost of the investment includes transaction costs. On acquisition of the investment, any difference between the cost of the investment and the Company’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as follows: goodwill relating to an associate is included in the carrying amount of the investment; any excess of the Company’s share of the net fair value of the associate’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the Company’s share of the associate’s profit or loss in the period in which the investment is acquired.
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Profits and losses resulting from upstream and downstream transactions between the Company – included its consol-idated subsidiaries – and an associate must be eliminated to the extent of the Company’s interest in the associate. Upstream transactions are, for example, sales of assets from an associate to the Company. Downstream transactions are, for example, sales of assets from the Company to an associate.
From the date when the Company ceases to have significant influence over an associate, it accounts for related invest-ment in accordance with IFRS 9 from that date. On the loss of significant influence, the Company measures at fair value any investment the Company retains in the former associate. The Company recognizes in profit or loss any difference between: the fair value of any retained investment and any proceeds from disposing of the (partial) interest in the associate; and the carrying amount of the investment at the date when significant influence is lost. Amounts recognized in OCI in relation to the associate or joint venture are accounted for on the same basis as would be required if the investee had disposed of the related assets and liabilities directly.
Intragroup balances and transactions, including income, expenses and dividends, are eliminated in full. Unrealized profits and losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in euro, which is the Company’s functional and presentation currency.
All transactions in currencies other than the functional currency are foreign currency transactions. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the trans-actions. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at closing rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. However, foreign currency differences arising from the translation of the following items are recognized in OCI: an investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognized in OCI are reclassified to profit or loss); qualifying cash flow hedges to the extent that the hedges are effective. Non-monetary assets and liabilities measured at historical cost that are denominated in foreign currencies are trans-lated using the exchange rate at the date of the transaction.
A foreign operation is an entity that is a subsidiary, associate, joint venture or branch of the Company, of which the activities are based or conducted in a currency other than the euro.
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The financial statements of foreign operations are translated for the purpose of the consolidation as follows: assets and liabilities are translated at the closing rate; income and expenses are translated at average year-to-date exchange rates; and equity components are translated at historical rates, excluding current year movements, which are translated at rates approximating the rate at the time of the transaction. All resulting exchange differences are recognized in other comprehensive income and accumulated in a separate component of equity being translation reserve. The amount attributable to any non-controlling interests is allocated to and recognized as part of non-controlling interests.
On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized.
On the partial disposal of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to non-controlling interests in that foreign operation. Any other partial disposal of a foreign operation – related to an associate, joint venture or branch of the Company – results in a reclassification to profit or loss of the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income. A partial disposal of an entity’s interest in a foreign operation is any reduction in an entity’s ownership interest in a foreign operation, except for those reductions resulting in: the loss of control of a subsidiary; the loss of significant influence over an associate; the loss of joint control over a joint arrangement. These reductions are accounted for as disposals resulting in a reclassification from other comprehensive income to profit or loss of the cumulative amount of the exchange differences relating to that foreign operation.
Revenue from contracts with customers is recognized according to the criteria set in IFRS 15 Revenue from contracts with customers. In recognizing revenue from contracts with customers a five-step approach is to be applied: first the contract with the customer should be identified; then the distinct performance obligations in the contract should be identified; as a third step the transaction price should be determined; then the transaction price should be allocated to the distinct performance obligations in the contract; and finally revenue is recognized when the distinct perfor-mance obligation is satisfied. The standard moreover specifies whether revenue should be recognized at a certain point in time or over a period of time. Revenue is recorded net of sales taxes, customer discounts and rebates.# AGFA-GEVAERT ANNUAL REPORT 2024
The Group’s policy distinguishes revenue from the sale of goods, the rendering of services and multiple-element arrangements. Revenue from the sale of goods comprises revenue from the sale of consumables, chemicals, spare parts, standalone equipment and software licenses. Revenue from the rendering of services includes installation services, maintenance and post-contract support services. The Group also enters into arrangements combining multiple deliverables such as software, hardware/equipment and services, including training, maintenance and post-contract customer support, the ‘multiple-element arrangements.’ Freight charged to customers is recognized as revenue as incurred.
Revenue from the sale of goods is recognized when the customer obtains control of the goods and when it is probable that the agreed transaction price will be collected. In evaluating whether collectability is probable, the entity considers the customer’s ability and intention to pay that amount when it is due. Revenue from the sale of goods is, under IFRS 15, recognized upon delivery following applicable freight terms, at a point in time.
Revenue from the sale of stand-alone software licenses is recognized at a point in time, at the delivery of the source key. The license is recognized at a point in time as the Group provides the customer access to and a right to use the intellectual property as it exists at a point in time.
In case volume discounts incentives are offered to the customer, the expected volume rebates are estimated based on historical experience. The amount of the variable consideration is made based on the most likely amount-method. The variable consideration is recognized only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue will not occur.
Under the IFRS 15 standard, revenue from maintenance contracts is recognized straight-line over the maintenance period as the customer simultaneously receives and consumes the benefits from the maintenance over time.
Revenue from installation and implementation services are recognized as rendered. The progress is measured based on input methods being the labor hours expended to date versus the estimated hours spend. When in a service contract multiple services are offered, the total consideration is allocated to all services based on their stand-alone selling price.
Multiple-element arrangements offer the customer a combination of several deliverables such as software, licenses, hardware, implementation services and maintenance and post-contract support services. For arrangements not requiring substantive customization of the software, each of aforementioned deliverables is assumed to qualify as a separate performance obligation. The total arrangement fee is allocated to the distinct performance obligations based on the stand-alone selling prices of the performance obligations. In case discounts are offered, a proportionate amount is allocated proportionally to each performance obligation based on their stand-alone selling price.
Within the HealthCare IT and Radiology Solutions business segments, most arrangements do not require significant customization or modification. Revenue allocated to the hardware portion of the arrangement is recognized on delivery when it creates value to the customer on a stand-alone basis. Hardware is considered as a distinct performance obligation as there is no transformative relationship between the hardware and other components of the contract.
Revenue allocated to the software component is recognized after successful installation and acceptation at the client’s premises. The software license is a distinct performance obligation as the customer can benefit from the license with readily available resources. The license is recognized at a point in time as the Group provides the customer access to and a right to use the intellectual property as it exists at a point in time.
Revenue from installation and implementation services are recognized as rendered. The progress is measured based on input methods being the labor hours expensed to date versus the estimated hours spend.
Extended warranty whereby the customer purchases additional warranty separately, i.e. warranty that is adding additional services on top of the legal warranty or for a longer period than legal warranty, is considered as a distinct performance obligation within multiple-element arrangements.
Revenue recognized for which no billing has yet occurred is recognized in the statement of financial position as contract assets and advance payments received for which no revenue has been recognized is presented as contract liabilities.
Within the HealthCare IT segment, the Group also offers ‘Software as a Service’ arrangements, whereby products and services including own IP and other services are offered through cloud computing under a subscription model on a pay-per-use model. Agfa offers a right to access the software as it exists throughout the license period. The cloud component is a service towards the customer who can access the software on an as-needed basis over the internet or a dedicated line. Revenue is recognized over time based on a pay-per-use schedule.
Within the Digital Print and Chemicals divisions, revenue from sale of equipment that require substantive installation activities is recognized when the installation of the equipment is finalized in accordance with the contractually agreed specifications. Installation services and equipment are considered highly interrelated and are identified as one performance obligation that is recognized at a point in time, i.e. at installation at the client’s premises. Revenue from the sale of smaller equipment not requiring substantive installation activities is recognized when the customer obtains control of the goods.
For the accounting treatment of post-employment plans, IFRS distinguishes defined contribution plans and defined benefit plans. The classification depends on which party – Company or employee – bears the actuarial and investment risk. In case of a defined contribution plan, the employee bears all the risks and therefore the Company does not recognize a liability in its statement of financial position except for any unpaid contribution. In case of a defined benefit plan, the Company bears the actuarial and investment risk and should consequently recognize a liability in its statement of financial position.
Contributions to defined contribution pension plans are recognized as an expense in profit or loss as incurred. They are allocated among functional costs: cost of sales, research and development expenses, selling and administrative expenses, following the functional area of the corresponding profit and cost centers to which related employees are attributed.
As from December 31, 2016, the accounting treatment for Belgian defined contribution plans with return guaranteed by law has been aligned with the accounting treatment of defined benefit plans.
For defined benefit plans, the amount recognized in the statement of financial position is determined as the present value of the defined benefit obligation less the fair value of any plan assets. Where the calculation results in a net surplus, the recognized asset does not exceed the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
The present value of the defined benefit obligations (DBO) and the service costs are calculated by a qualified actuary using the Projected Unit Credit (PUC) method. Under this method projected benefits that are payable each future year are discounted to the reporting date at the assumed interest rate. The resulting total benefit obligation is then allocated to past service, presenting the DBO and year-in-service, presenting the service cost. The assumed interest rate is the discount rate based on yields at reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. In determining the net present value of the future benefit entitlement for service already rendered (DBO), the Group considers future compensation and benefit increases. The DBO also comprises the present value from the effects of taxes payable by the plan on contributions or benefits relating to services already rendered. More information about the application of the PUC method for Belgian defined contribution plans can be found hereafter.
The amount charged to profit or loss consists of current service cost, past service cost, gain or loss on settlement, net interest cost and administrative expenses and taxes. Current service costs as well as administrative expenses and taxes, which are borne by the employer(s) participating to the plan, are allocated among functional costs: cost of sales, research and development expenses, selling and general administrative expenses, following the functional area of the corresponding profit and cost centers to which related employees are attributed.
Past service cost and settlement gains (losses) are recognized immediately in profit or loss under Other operating income or Other operating expense when the plan amendment, curtailment or settlement occurs. Administrative expenses which are related to the management of plan assets and taxes directly linked to the return on plan assets – borne by the plan itself – are included in the return on plan assets and are recognized in Other comprehensive income, net of income taxes (OCI).Net interest cost is recognized in profit or loss under other finance expense. It is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability. The net interest cost is broken down into interest income on plan assets and interest cost on the defined benefit obligation. The difference between the return on plan assets and the interest income on plan assets is included in line item 'Net amount of remeasurements of the net defined benefit liability recorded in equity' and recognized in Other comprehensive income, net of income taxes. Next to the difference between the actual return and the interest income on plan assets, the line item ‘Net amount of remeasurements of the net defined benefit liability recorded in equity’ also comprises actuarial gains and losses resulting for example from an adjustment of the discount rate.
C. Defined contribution plans with return guaranteed by law
Belgian defined contribution plans are subject to the Occupational Pensions Act of April 2003. According to article 24 of this Act, affiliated persons are entitled to a guaranteed minimum return on contributions made by either the organizer of the plan or the employee. Some conditions in this law, such as the required level of minimum return, have been amended by the Act of December 18, 2015. Similar to the measurement of all other defined benefit plans, the net pension liability related to defined contribution plans with return guaranteed by law is calculated as the difference between the present value of the defined benefit obligation (DBO) and the fair value of the plan assets. As of December 31, 2016, the present value of the defined benefit obligation (DBO) and the service costs are calculated by a qualified actuary using the Projected Unit Credit (PUC) method. More information on the general principles of this method can be found under liabilities for post-employment benefits. Within the Belgian Agfa-Gevaert Group entities, all insured plans guarantee a fixed return up to the retirement age (so-called Branch 21 insured products). Depending on the nature of the insured contract, the DBO has been determined with or without future contributions and their related minimum returns up to the retirement age or exit. For the Top Performance Plan no future contributions were considered, for all other ‘Branch 21’ insured products recurring contributions are paid and therefore considered in the actuarial calculation. Similar to the Belgian DC-plans, the Group’s Swiss DC-plans are accounted for as DB-plans under IAS 19. In measuring the plan assets of the Swiss DC-plans, we apply paragraph 115 of IAS19. Paragraph 115 of IAS19 applies to the valuation of the pension plan assets where the liabilities are backed by insurance contracts that match the amount and timing of some or all the benefits payable under the plan. In such situations the value of the insurance contracts is set equal to the present value of the related liabilities (valued on the IAS19 assumptions, and in particular the IAS19 discount rate is used in calculating the present value of the future benefit payments).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For Belgian plans, the plan assets of the Fabriekspensioen are valued at the fair value of the pension fund's assets as of the calculation date. For all other plans, the valuation of plan assets follows the so-called "§113" methodology, in accordance with paragraph 113 of the IAS19 standard. This approach determines the fair value of plan assets as the present value of insured benefits provided by insurers. These insured benefits are based on the interest guarantees offered by insurers on past contributions, valid until the contract's maturity. The present value calculation employs a discount rate derived from single A-rated financial bonds, reflecting the associated risk with the insurers. As of year-end 2024, this rate is established at 3.75%, which is 0.40% above the rate used for calculating the Defined Benefit Obligation.
50.4.3 Termination benefits
Termination benefits are recognized as a liability and an expense when a Group company is demonstrably committed to either: terminate the employment of an employee or group of employees before the normal retirement date; or provide termination benefits as a result of an offer made in order to encourage voluntary redundancy and to the extent it is probable that the employees will accept the offer. Where termination benefits fall due more than twelve months after the reporting date, they are discounted using a discount rate which is the yield at reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. The interest impact of unwinding and re-measuring long-term termination benefits at adjusted discount rates at financial reporting date is reflected in profit or loss under ‘Other finance expense’ whereas the impact of increases and decreases of the Group’s commitments are presented under ‘Other operating expenses – Restructuring expenses’.
50.4.4 Other long-term employee benefits
The Group’s net obligation in respect of long-term employee benefits, other than pension plans, post-employment life insurance and medical care, is the amount of future benefit that employees have earned in return for their service in current and prior periods. The obligation is calculated using the Projected Unit Credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate used is the yield at reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. Unlike the accounting treatment of post-employment defined benefit plans, remeasurements of other long-term employee benefits are not reflected in other comprehensive income. Instead, the impact of remeasurements is recognized in profit or loss.
50.4.5 Current employee benefits
Current employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid within twelve months if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
50.4.6 Share-based payment transactions
The Group has granted a long-term variable compensation embedded in a cash-settled share-based payment plan to its CEO and key personnel members of the Group. This plan can result in an additional cash bonus. Related share appreciation rights do not vest until the eligible persons have completed a specified period of service. Therefore, the Company recognizes the services received, and a liability to pay for them, as the eligible person renders service during that period. The liability is measured, initially and at the end of each reporting period until
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settled, at the fair value of the share appreciation rights, by applying an option pricing model, and the extent to which the employees have rendered service to date. Changes in fair value are recognized in profit or loss. Both the cost recognized at initial measurement as well as the impact of changes in fair value are considered as employee benefit expenses. Black-Scholes is the applied option pricing model.
50.5 RESEARCH AND DEVELOPMENT EXPENSES
For accounting purposes, research expenses are defined as costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development expenses are defined as costs incurred for the application of research findings or specialist knowledge to plans or designs for the production, provision or development of new or substantially improved products, services or processes, respectively, prior to the commencement of commercial production or use. Research and development expenses are incurred in the Agfa-Gevaert Group for in-house research and development activities as well as numerous research and development collaborations and alliances with third parties. Research and development expenses include, in particular, the running costs of the research and development departments such as personnel expenses, material costs and depreciation of fixed assets as well as the costs of laboratories, costs of applications development facilities, engineering departments and other departments carrying out research and development tasks, costs of contacts with universities and scientific institutes including expenses incurred for commissioned research and development work. Research costs cannot be capitalized. The conditions for capitalization of development costs are strictly defined: an intangible asset must be recognized if, and only if, there is reasonable certainty on the technical feasibility of completing the asset so that it will be available for use or sale, on the entity’s intention to complete the intangible asset, on the ability to use or sell the asset, on how the entity will generate probable future economic benefits, on the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, on the ability to measure reliably the expenditure of the intangible asset during its development.
50.6 NET FINANCE COSTS
Interest income (expense) – net comprises interests receivable/payable in relation to items of the net financial debt position. Net financial debt is defined as current and non-current loans and borrowings and lease liabilities less cash and cash equivalents.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other finance income (expense) – net comprises: interest received/paid on other assets and liabilities not part of the net financial debt position such as the net interest cost of defined benefit plans and the interest component of long-term termination benefits; exchange results on non-operating activities; changes in the fair value of derivative instruments economically hedging non-operating activities; the ineffective portion of cash flow hedges hedging non-operating activities; impairment losses recognized on financial assets; results on the sale of marketable securities; change in contingent consideration from a business combination; and other finance income (expense). Interest income is recognized in profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in profit or loss on the date that the dividend is declared. All interest and other costs incurred in connection with borrowings are expensed as incurred using the effective interest rate. The interest expense component of lease payments is recognized in profit or loss using the effective interest rate method.
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Income tax on the profit (loss) for the year comprises taxes paid or accrued and deferred tax expense (income). Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income, in which case it is recognized in other comprehensive income or if part of a business combination in which case it is recognized against goodwill. In determining the amount of taxes paid or accrued and deferred tax expense (income), the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. Other tax receivables and liabilities relate to other tax, such as VAT, property tax and other indirect taxes. They are carried at cost. Both current and other tax receivables are offset against current tax liabilities, respectively other tax liabilities when they relate to taxes levied by the same taxation authority and are intended to be settled on a net basis and there is a legal right to offset.
Taxes paid or accrued are the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Current income tax for current and prior periods are, to the extent unpaid, recognized as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognized as an asset.
Deferred tax is calculated using the balance sheet method, providing for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: taxable temporary differences on the initial recognition of goodwill; the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and credits can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
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Deferred tax assets and deferred tax liabilities are offset in the statement of financial position if the entity has a legal right to settle current tax amounts on a net basis and the deferred tax amounts are levied by the same taxing authority on the same entity that intend to realize the asset and settle the liability at the same time.
Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment losses. Research and development costs are expensed as they are incurred, except for certain development costs, which are capitalized when it is probable that a development project will be a success, and certain criteria, including technological and commercial feasibility, have been met. Capitalized development costs are amortized on a systematic basis over their expected useful lives. In accordance with IFRS 3 Business combinations, if an intangible asset is acquired in a business combination, the cost of that intangible asset is its fair value at the acquisition date. The fair value of an intangible asset reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the entity.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
Intangible assets with finite useful lives, such as acquired technology and customer relationships are amortized on a straight-line basis over their estimated useful lives, generally for periods ranging from five to 15 years. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of an item of property, plant and equipment comprises: its purchase price, including import duties and non-refundable purchase taxes; any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which the Company incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period; capitalized borrowing costs.
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For self-constructed assets, directly attributable costs are direct cost of materials, direct manufacturing expenses, appropriate allocations of material and manufacturing overheads, and an appropriate share of the depreciation of assets used in construction. It includes the share of expenses for company pension plans and discretionary employee benefits that are attributable to construction and capitalized borrowing costs.
Expenses for the repair and maintenance of property, plant and equipment are usually expensed as incurred. They are, however, capitalized when they increase the future economic benefits embodied in the item of property, plant and equipment.
Property, plant and equipment is depreciated on a straight-line basis over the estimated useful life of the item. For leased assets, the depreciation period is the estimated useful life of the asset, or the lease term if shorter. The estimated useful lives of the respective asset categories are as follows:
| Asset Category | Useful Life (Years) |
|---|---|
| Buildings | 20 to 50 |
| Outdoor infrastructure | 10 to 20 |
| Plant installations | 6 to 20 |
| Machinery and equipment | 6 to 12 |
| Laboratory and research facilities | 3 to 5 |
| Vehicles | 4 to 8 |
| Computer equipment | 3 to 5 |
| Furniture and fixtures | 4 to 10 |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
The Group classifies an asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such assets (or disposal groups) and its sale must be highly probable. Immediately before classification as held for sale, the Group measures the carrying amount of the asset (or all the assets and liabilities in the disposal group) in accordance with applicable IFRS.# 50.12 FINANCIAL INSTRUMENTS
Financial assets comprise equity and debt instruments in another entity, cash and cash equivalents, loans receivable, trade receivables, receivables under finance leases and other receivables as well as derivative financial instruments. The Group initially recognizes loans and receivables on the date that they are originated. All other non-derivative financial assets are recognized on the trade date when the Group becomes a party to the contractual provisions of the instrument. A trade receivable without significant financing is initially measured at its fair value plus any transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs related to financial assets and liability carried at fair value through profit and loss are recognized in the income statement.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the rights to receive the contractual cash flows on a financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. In a transaction where an entity neither transfers nor retains substantially all of the risks and rewards of ownership of a financial asset, the related asset is derecognized in case the entity lost control of the asset.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The Group has the following categories of non-derivative financial assets: financial assets at amortized cost and financial assets at fair value through other comprehensive income. Its classification reflects the business model in which the assets are managed and their cash flow characteristics.
A. Financial assets at amortized cost
A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All the Group’s receivables – trade receivables, receivables under finance leases as well as other receivables – and cash and cash equivalents fit into aforementioned definition and are consequently measured at amortized cost.
B. Financial assets at fair value through other comprehensive income (FVOCI)
A debt instrument is measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
The Group has made an irrevocable election for the investment in Digital Illustrate Inc. to classify it as FVOCI. The impact of subsequent measurement of this investment in equity securities is reflected in OCI under other reserves. This item in OCI will not be reclassified subsequently to profit or loss. The Group does not hold any other assets in this category.
Financial liabilities comprise uncommitted bank facilities, revolving and other credit facilities, trade and other payables as well as derivative financial instruments. Financial liabilities are recognized initially at fair value on the trade date at which the Group becomes a party to the contractual provisions of the instrument. At initial recognition, the Group measures its financial liabilities at its fair value less any transaction costs that are directly attributable to the issuance of the financial liability.
Non-derivative financial liabilities are subsequently measured at amortized cost except for financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies. Interest-bearing loans and borrowings are stated at amortized cost with any difference between the initial amount and the maturity amount being recognized in profit or loss over the expected life of the instrument on an effective interest rate basis.
If a transfer of a financial asset does not result in derecognition because the entity has retained substantially all the risks and rewards of ownership of the transferred asset, the Group continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received. In subsequent periods, the Group recognized any income on the transferred asset and any expense incurred on the financial liability.
If the Group neither transfers nor retains substantially all of the risks and rewards of ownership of a transferred asset, and retains control of the transferred asset, the entity continues to recognize the transferred asset to the extent of its continuing involvement and recognizes an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the entity has retained. The associated liability is measured in such a way that the net carrying amount of the transferred asset and the associated liability is the amortized cost of the rights and obligations retained by the Group assuming the transferred asset is measured at amortized cost.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired. The Group also derecognizes a financial liability when the terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on modified terms is recognized at fair value. On derecognition of the financial liability, the difference between the carrying amount extinguished and the consideration paid is recognized in profit or loss.
The Group uses derivative financial instruments primarily to manage its exposure to foreign currency risks arising from operational, financing and investment activities. The Group uses following types of derivative financial instruments: forward exchange contracts used for hedging, swap contracts used for hedging and other forward exchange contracts and swap contracts.
The Group uses forward exchange contracts to hedge the variability in cash flows arising from changes in foreign exchange rates relating to future sales and purchases. Derivative financial instruments that are not designated as cash flow hedges are measured at fair value through profit or loss. Derivative financial instruments are initially recognized at fair value on the date at which a derivative contract is entered into (trade date) and are subsequently re-measured at their fair value. In case cash flow hedge or net investment hedge accounting is applied, the effective portion of any gain or loss is recognized in OCI, the non-effective portion in profit or loss. Transaction costs related to financial assets and liability carried at fair value through profit and loss are recognized in the income statement.
The Group has the following categories of derivative financial instruments: derivatives not formally designated as hedging instruments and cash flow hedging instruments.
A. Hedging instruments
The Group’s forward exchange contracts and swap contracts, that are formally designated as cash flow hedging instruments, are subsequently re-measured at their fair value. Cash flow hedge accounting is applied to all hedges that qualify for hedge accounting when required documentation of the hedging relationship is in place and when the hedge is determined to be effective. When hedge accounting is applied, the effective portion of any gain or loss is recognized in OCI, the non-effective portion in profit or loss.
With regard to hedge accounting, the Group applies the requirements of IFRS 9. This standard requires the Group to ensure that hedge accounting relationships are aligned with the Group’s risk management objectives and strategy and to apply a more qualitative and forward looking approach to assessing hedge effectiveness. The Group uses forward exchange contracts to hedge the variability in cash flows arising from changes in foreign exchange rates relating to future sales. The Group currently designates only the change of the spot element of the forward exchange contract as the hedging instrument in cash flow hedging relationships. Under IFRS 9, the change in the fair value of the forward element (‘forward points’) is accounted for as fair value through profit or loss and reflected in net finance costs.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Derivative financial instruments that are economic hedges but that do not meet the hedge accounting criteria of IFRS 9 are categorized as Mandatory at FVTPL and are accounted for as financial assets or liabilities at fair value through profit or loss. The impact in profit or loss is reflected in either other operating income and expense or net finance costs depending on the nature of the item economically hedged.
Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually and upon the occurrence of an indication of impairment. The impairment tests are performed annually at the same time each year and at the cash-generating unit level. The Group defines its cash-generating units based on the way that it monitors its goodwill and will derive economic benefit from the acquired goodwill and intangibles. The impairment tests are performed by comparing the carrying value of the assets of these cash-generating units with their recoverable amount, based on their future projected cash flows discounted at an appropriate pre-tax rate of return. The discount rate used in calculating the present value of the estimated future cash flows is based on a weighted average cost of equity and debt capital (WACC). The WACC considers a debt-equity ratio of an average market participant. The market beta is based on comparable peer companies and an additional risk premium was added to the cost of equity. The cost of debt is based on conditions on which comparable companies can obtain long-term financing.
An impairment loss is recognized whenever the carrying amount of the cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
Consideration is given at each reporting date to determine whether there is any indication of impairment of the carrying amounts of the Group’s property, plant and equipment and intangible assets with finite useful lives. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in profit or loss and the carrying amount of related asset is reduced through use of an allowance account.
The recoverable amount of the Group’s property, plant and equipment and intangible assets with finite useful lives is the greater of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized.
At each reporting date, the Group reviews the carrying amounts of its right-of-use assets to determine whether there is any indication of impairment. Indication of impairment exists when a lease concluded as a lessee becomes onerous in which case an impairment loss is recognized, measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.
With regard to impairment of trade receivables, lease receivables and contract assets, the Group applies the simplified approach for the impairment evaluation, which implies that credit losses for these categories of assets are always measured at an amount equal to lifetime expected credit losses. Credit losses are measured as the present value of all cash shortfalls – i.e. the difference between the cash flows to which the entity is entitled to and what the entity expects to receive. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. The inputs and assumptions to the expected credit loss model are the following: significant financial difficulty of the counterparty, a default of more than 90 days past due, a possible bankruptcy of the counterparty, …
The evaluation of possible impairment takes into account forward-looking elements. For the major portion of the accounts receivable balances, debtors are scored and rated based on quantitative and qualitative information on an ongoing basis through Credit Risk Application in place. All customers are classified into different risk categories which are reassessed on a yearly basis based on relevant forward-looking information such as data from external credit bureaus, age of business, country risk and the credit manager’s assessment. To mitigate the credit risk, credit insurance and other risk mitigation tools such as letter of credit, bank guarantees, mortgage are used within the Group. This methodology of individually reviewing outstanding receivable amounts taking into account forward-looking information to assess impairment risks hasn’t been changed due to the application of IFRS 9.
Loss allowances for financial assets measured at amortized cost are charged to profit or loss and deducted from the gross carrying amount of the assets to obtain a net presentation in the consolidated financial statements. For debt securities at FVOCI, the loss allowance is charged to profit or loss. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment for each type of financial asset based on whether there is a reasonable expectation of recovery. Financial assets that are written off are still subject to enforcement activities of the Group for recovery of amounts due.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate (IBR) twice a year based on the government bond yields per country and per maturity bucket obtained from Reuters and adds a risk premium reflecting the Group’s risk profile.The latter risk premium differs from the country risk classified according to the Organization of Economic Cooperation and Development (OECD). Depending on the low, medium or high risk of the country a different spread is added. As such an IBR-matrix is obtained reflecting six maturity buckets and 50 countries. Lease payments included in the measurement of the lease liability comprise the following: fixed payments, including in-substance fixed payments; variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. There are no leases for which it is expected that the Group would need to pay a residual value guarantee.
The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets (mainly related to IT equipment) and short-term leases. Short-term leases are leases with a lease term of twelve months or less. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
On the statement of financial position right-of-use assets are presented separately whereas lease liabilities are comprised in ‘Loans and borrowings.’ All lease payments that are due within 12 months after the balance sheet date are classified as current liabilities. All lease payments that are due later than 12 months after the balance sheet date are classified as non-current liabilities.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The majority of the Group’s finance lease arrangements are concluded by Agfa Finance, i.e. Agfa Finance NV or its subsidiaries Agfa Finance Corp. and Agfa Finance Inc.
On manufacturing leases, the Group recognizes revenue and related profit margin at the moment a Group’s manufacturing organization or any related company invoices Agfa Finance at commencement of the lease with the external customer.
A commercial contract whereby a certain piece of equipment is financed by means of a medium or long-term agreement under which the customer commits to purchase a certain level of consumables at a mark-up price is called a ‘bundle deal.’ At each sale of consumables, the Group allocates the consideration received from this sale to a reduction of the outstanding lease receivable and revenue from sale of goods on the basis of their stand-alone selling prices.
Receivables under finance leases are measured at an amount equal to the discounted future minimum lease payments. Finance lease income – presented as part of ‘Other operating income’ – is subsequently recognized based on a pattern reflecting constant periodic rate of return on the net investment using the effective interest method.
On the statement of financial position receivables under finance leases are presented separately. All lease receivables that are due within 12 months after the balance sheet date are classified as current assets. All lease receivables that are due later than 12 months after the balance sheet date are classified as non-current assets.
The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease.
The Group recognizes lease payments received under operating leases as revenue, on a straight line basis over the lease term.
Other assets comprise deferred charges and other non-financial assets. Deferred charges relate to payments made by the Company before the balance sheet date in respect of the expenses of future periods (prepayments). Examples of deferred charges are payments of rent, interests and insurance premiums that were made before the balance sheet date but relate to a specific period after the balance sheet date.
Non-financial assets are carried at cost. Deferred charges are recognized in profit or loss by the straight-line method or according to performance of the services received.
Raw materials, supplies and goods purchased for resale are valued at purchase cost. Work in progress and finished goods are valued at the cost of production. The cost of production comprises the direct cost of materials, direct manufacturing expenses, appropriate allocations of material and manufacturing overheads, and an appropriate share of the depreciation of assets used for production. It includes the share of expenses for company pension plans and discretionary employee benefits that are attributable to production. Administrative costs are included where they are attributable to production.
Inventories are valued using the weighted-average cost method. If the purchase or production cost is higher than the net realizable value, inventories are written down to net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.
The cost of inventories may not be recoverable in following situations:
* obsolete inventory: this is determined based on a list of non-moving or slow-moving inventory-items, including items approximating the expiry date;
* damaged or expired inventory items or products showing quality problems;
* declining selling prices.
Within the Group, write-downs of inventories mainly result from obsolescence.
Cash and cash equivalents comprise cash, checks received, and balances with banks and companies. Cash equivalents are highly liquid short-term financial investments that are subject to an insignificant risk of changes in value, are easily convertible into a known amount of cash and have a maturity of three months or less from the date of acquisition or investment.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognized as a deduction from retained earnings. When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented as a deduction from total equity under the caption ‘Reserve for own shares’. Repurchased shares are accounted for using settlement date accounting.
Cancelled treasury shares are transferred from
‘Reserve for own shares’ to ‘Retained earnings’. When treasury shares are sold, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.
Provisions are recognized in the statement of financial position when a Group company has a present obligation (legal or constructive) as a result of a past event and when 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 amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced to those affected by it. Future operating costs are not provided for.
In accordance with the Group’s published environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land is recognized when the land is contaminated.
Trade-related provisions mainly comprise provisions for sales commissions and warranty and commercial litigations. A provision for product warranty is made at the time of revenue recognition and reflects the estimated costs of replacement that will be incurred by the Group.# 50. SIGNIFICANT ACCOUNTING POLICIES (Continued)
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract, which is determined based on the incremental cost of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. Provisions are established for impending losses on purchase or sales contracts at the amount of the anticipated losses.
The Group applies IFRS 15 Revenue from contracts with customers, that introduced the concept of contract assets and contract liabilities. Contract liabilities comprise deferred revenue and advance payments received from customers as well as accruals for bonuses and rebates related to goods and services purchased by customers during the period.
Other liabilities primarily relate to unearned other operating income. Government grants are a typical example of unearned other operating income. They are recognized in profit or loss when there is a reasonable assurance that the conditions attached to the grants will be or are complied with and the grants will be received. Grants that compensate the Group for expenses incurred are recognized in profit or loss under the same functional reporting line item as the corresponding expenses. They are recognized as income over the periods necessary to match them on a systematic basis to the costs that are intended to be compensated. Grants awarded for the purchase or production of assets (Intangible assets or Property, plant and equipment) are recognized initially as other liability and then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Government grants for future expenses are recorded as other liabilities.
A number of new IFRS standards, amendments to IFRS standards and interpretations issued, were not yet effective for the year ended on December 31, 2024 and have not been applied in preparing the consolidated financial statements. The Group shall adopt these standards after endorsement by the European Union. It relates to:
In August 2023, the IASB issued amendments to IAS 21 effective for annual reporting periods beginning on or after January 1, 2025 with early adoption permitted. These amendments clarify when a currency is exchangeable into another currency (and when it is not). When a currency is not exchangeable, a company needs to estimate a spot rate. The company’s objective when estimating a spot rate is that it reflects the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. The amendments contain no specific requirements for estimating a spot rate. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These amendments have been endorsed by the EU. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.
In May 2024, the International Accounting Standards Board (IASB) issued Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted. The amendments clarify that financial assets and financial liabilities are recognized and derecognized at settlement date except for regular way purchases or sales of financial assets and financial liabilities meeting conditions for new exception. The new exception permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. They also provide guidelines to assess contractual cash flow characteristics of financial assets, which apply to all contingent cash flows, including those arising from environmental, social, and governance (ESG)-linked features. The IASB also amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. These amendments have not yet been endorsed by the EU. The Group will apply these amendments after endorsement. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.
In July 2024, the IASB issued narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its regular maintenance of the Standards, applicable for annual periods beginning on January 1, 2026 with early application permitted. These amendments, published in a single document Annual Improvements to IFRS Accounting Standards—Volume 11, include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS Accounting Standards. It relates to: IFRS 1 First-time Adoption of International Financial Reporting Standards; IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; IFRS 9 Financial Instruments; IFRS 10 Consolidated Financial Statements; and IAS 7 Statement of Cash flows. These amendments have not yet been endorsed by the EU. The Group will apply these amendments after endorsement. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.
To allow companies to better reflect these contracts in the financial statements, the IASB has made targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, applicable for annual periods beginning on or after January 1, 2026 with earlier application permitted. Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power, known as renewable power purchase agreements (PPA’s). The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. Current accounting requirements may not adequately capture how these contracts affect a company’s performance. The amendments include: clarifying the application of the ‘own-use’ exemption for purchasers of electricity under such PPA’s; hedge accounting requirements for companies that hedge their purchases or sales of electricity using PPA’s; and adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. These amendments have not yet been endorsed by the EU. The Group will apply these amendments after endorsement. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.
The Company has “on site” a PPA (Power Purchase Agreement) regarding several solar panels. There is no fixed contract volume associated with this contract. A second power purchase agreement for a new installation of solar panels will be in place. The term of the contract is 10 years (starting in 2021). This contract has been concluded in the framework of the obligation (in Belgium – Flanders) to install solar panels for buildings with high electricity consumption. By June 30, 2025, solar panels will be mandatory on buildings where electricity consumption exceeds 1 gigawatt hour per year (commonly known as PV (PhotoVoltaic)-obligation). According to IFRS, these contracts are accounted for as leases, i.e. right-of-use assets and lease liabilities.
In April 2024, the International Accounting Standards Board (IASB) issued a new IFRS Accounting Standard to improve reporting of financial performance. IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements, effective for annual reporting periods beginning on or after of January 1, 2027. Earlier application is permitted.
IFRS 18 replaces IAS 1, which sets out presentation and base disclosure requirements for financial statements. The changes stipulated in the new standard, which mostly affect the income statement, include the requirement to classify income and expenses into three new categories – operating, investing and financing – and present subtotals for operating profit or loss and profit or loss before financing and income taxes. Further, operating expenses are presented directly on the face of the income statement – classified either by nature (e.g. employee compensation), by function (e.g. cost of sales) or using a mixed presentation. Expenses presented by function require more detailed disclosures about their nature. IFRS 18 also provides enhanced guidance for aggregation and disaggregation of information in the financial statements, introduces new disclosure requirements for Management-defined Performance Measures (MPMs) and eliminates classification options for interest and dividends in the statement of cash flows. This standard has not yet been endorsed by the EU.The Group will apply these amendments after endorsement. The application of this standard will have an impact on the presentation of the consolidated financial statements of the Group.
In May 2024, the IASB published IFRS 19 Subsidiaries without Public Accountability: Disclosures applicable for annual periods beginning on or after January 1, 2027. IFRS 19 is a voluntary standard that applies to entities without public accountability, but whose parents prepare consolidated financial statements under IFRS Accounting Standards. This standard is not applicable to the Group. This standard has not yet been endorsed by the EU.
206
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In digital printing, Agfa offers an extensive portfolio of perfectly matched printers, inks and software. Various goods-producing industries integrate Agfa’s inkjet inks and fluids in their production process, enabling differentiation, speeding up time-to-market, and enhancing cost-effectiveness.
207
AGFA-GEVAERT ANNUAL REPORT 2024
We present to you our statutory auditor’s report in the context of our statutory audit of the consolidated accounts of Agfa-Gevaert NV (the “Company”) and its subsidiaries (jointly “the Group”). This report includes our report on the consolidated accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 14 May 2024, following the proposal formulated by the board of directors and following the recommendation by the audit committee and the proposal formulated by the works’ council. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2026.
We have performed the statutory audit of the Group’s consolidated accounts for the first year.
We have performed the statutory audit of the Group’s consolidated accounts, which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information, and which is characterised by a consolidated statement of financial position total of EUR 1.377 million and a loss for the year of EUR 92 million.
In our opinion, the consolidated accounts give a true and fair view of the Group’s net equity and consolidated financial position as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with IFRS Accounting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the “Statutory auditor’s responsibilities for the audit of the consolidated accounts” section of our report.
We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the consolidated accounts in Belgium, including the requirements related to independence. We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The consolidated accounts of the Company for the year ended 31 December 2023 were audited by another statutory auditor who expressed an unqualified opinion on those consolidated accounts on 10 April 2024.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated accounts of the current period. These matters were addressed in the context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We refer to note 4.1 of the consolidated accounts
Description of the Key Audit Matter: The Group has reported a loss after taxes of EUR 92 million in 2024 and reports a negative cash flow. The Group currently has a revolving credit facility for a notional amount of up to 230 million euro of which 100 million euro is drawn per 31 December 2024. The maturity of this credit facility has been extended by the financial institutions to 30 May 2026. The Company's ability to continue as a going concern depends on its future ability to refinance this credit facility beyond 30 May 2026, which will, amongst others, be impacted by the realisation of the business plan and the adherence to the financial covenants. The importance for the readers of the financial statements of the outcome of the assessment of the board of directors of the ability of the Group to continue as a going concern, including the auditor judgement to assess this, leads us to consider this as a key audit matter.
How our Audit addressed the Key Audit Matter: Our audit procedures mainly consisted of the following:
* Obtaining and evaluating the future cash flows and verifying the accuracy of the model and the supporting calculations;
* Reconciling the input data with supporting evidence, such as the business plan approved by the board of directors, and considering the reasonableness of these budgets by comparing them with last year's assumptions;
* Reading the revolving credit facility agreement as well as minutes of board meetings to identify any circumstances that might affect the Group's continuity;
* Obtaining from management their calculations of the loan covenants, reperforming these calculations and evaluating if these adhere to the conditions as stipulated in the revolving credit facility agreement;
* Evaluating the adequacy of the Group's disclosures regarding continuity.
We refer to note 8 of the consolidated accounts and to the material accounting policies as described in note 50.3.
Description of the Key Audit Matter: The Group reports revenues amounting to EUR 1.138 million for the year ended 31 December 2024. Revenue is one of the main performance indicators of the Group, including management bonus schemes. As a result, there is an inherent risk of manipulation by management to meet targets or expectations. In addition, errors in revenue recognition could materially impact the Group's results for the year. This leads to an increased audit risk regarding the recognition of revenue within the correct accounting period, as well as regarding manual interventions in revenue recognition, and leads us to consider this as a key audit matter.
How our Audit addressed the Key Audit Matter: Our audit procedures mainly consisted of the following:
* Evaluating the design of key controls (including the IT environment) concerning the existence, accuracy, and timing of revenue recognition;
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* Assessing the valuation rules adopted by the Group regarding revenue recognition through inquiries with management and inspection of a sample of sales transactions to understand and assess the timing of revenue recognition according to applicable accounting standards;
* Evaluating whether revenues are recorded in the correct accounting period by comparing a sample of sales transactions around the year-end with supporting documentation;
* Inspecting manual adjustments to revenue, inquiring with management about the reasons for such adjustments, and comparing the details of the adjustments with supporting evidence.
We refer to notes 4.5 and 13 of the consolidated accounts and to the material accounting policies as described in note 50.4.
Description of the Key Audit Matter: The Group has post-employment benefit arrangements in the main countries where the Group operates. Post-employment benefits are granted in the form of defined contribution plans and defined benefit plans. The Group funds its obligations in this context through insurance plans and segregated assets in pension funds. The related defined benefit obligation for the post-employment benefit plans amounts to EUR 454 million as per 31 December 2024. The use of different assumptions and estimates, which can have a significant impact on the outcome of the measurement of the defined benefit obligation, in combination with the fact that the defined benefit obligation represents a significant part of the total liabilities of the Group, leads us to consider this as a key audit matter.
How our Audit addressed the Key Audit Matter: Our audit procedures mainly consisted of the following:
* Assessing the expertise, objectivity, and competence of the external actuarial experts;
* Evaluating the key assumptions, namely the discount rates, the inflation rates and life expectancy, involving our internal actuarial experts and comparing them with external data;
* Evaluation the accuracy of the underlying personnel data of the actuarial calculations;
* Evaluation of the adequacy of the Group's disclosures related to post-employment benefit plans.# STATUTORY AUDITOR'S REPORT
We refer to note 4.2 and 27 of the consolidated accounts and to the accounting policies as described in note 50.8.
Description of the Key Audit Matter: Goodwill amounts to EUR 217 million for the year ending 31 December 2024, mainly related to goodwill for the cash-generating unit HealthCare IT, for an amount of EUR 215 million. Impairment analyses are performed annually, or whenever a triggering event has occurred, in order to determine whether the recoverable amount exceeds the carrying amount. Taking into consideration the significant management judgement and the related estimation uncertainty involved in determining the recoverable amount at the level of the respective cash generating units, we consider this as a key audit matter.
How our Audit addressed the Key Audit Matter: Our audit procedures mainly consisted of the following:
* Assessing the applicability of the identified cash generating units, considering the management structure and internal reporting to the key decision-makers;
* Obtaining the Group's impairment analysis and assessing the reasonableness of the reviewed methodology;
* Verifying the accuracy of the model and the supporting calculations;
* Reconciling the input data with supporting evidence, such as the business plan approved by the Board of Directors, and considering the reasonableness of these budgets by comparing them with last year's assumptions;
* Considering the reasonableness of key management assumptions (after-tax weighted average cost of capital and growth rate) based on (i) the current and historically achieved performance of each cash-generating unit, (ii) consistency with external market and sector data, (iii) whether these assumptions were consistent with evidence obtained in other audit areas, and (iv) analysis of sensitivities in the Company's discounted cash flow model;
* Engaging our own valuation specialists to support our procedures;
* Evaluating the adequacy of the Group’s disclosures regarding the impairment of goodwill.
We refer to note 4.3 and 17 of the consolidated accounts and to the accounting policies as described in note 50.7.
Description of the Key Audit Matter: The Group has accumulated significant tax losses and deductible temporary differences from the past, for which a deferred tax asset of EUR 71 million has been recognized for the year ending per 31 December 2024. Of this amount, EUR 55 million is related to the HealthCare IT division. There is an inherent estimation uncertainty in assessing the availability of future taxable profits, which determines the extent to which deferred tax assets are recognized. We consider this a key audit matter due to the necessary estimation uncertainty when assessing these assets for impairment.
How our Audit addressed the Key Audit Matter: Our audit procedures mainly consisted of the following:
* Analyzing the Group's ability to accurately predict future taxable profits by comparing key assumptions with historical results, as well as internal planning data;
* Performing sensitivity analyses around the key assumptions used in management's analysis, particularly the growth rates;
* Evaluating the adequacy of the Group’s disclosures regarding deferred tax assets.
The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated accounts 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 ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance as to the Group’s future viability nor as to the efficiency or effectiveness of the board of directors’ current or future business management at Group level.
Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors are described below. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with the audit committee 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 the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated accounts 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.
The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated accounts including the sustainability information.
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors’ report on the consolidated accounts and to report on these matters.# Aspects related to the directors’ report on the consolidated accounts
The director’s report on the consolidated accounts includes the consolidated sustainability information that is the subject of our separate report, which contains a “Qualified conclusion” on the limited assurance with respect to this sustainability information. As disclosed by the Company in subsection “BP-1 General basis for preparation of the sustainability statements” of the consolidated sustainability statement, the environmental information related to E1 Energy consumption and mix; E1 Scope 1 and 2 GHG emissions; E2 Pollution of air and substances of (very high) concern that leave Agfa’s facilities as emissions; E3 Water consumption; and E5 Resources outflows (waste) has been limited to Agfa’s sites in Belgium and therefore excludes the information related to sites outside Belgium. Consequently, the respective environmental information may be materially misstated, however, we were unable to quantify the amount of the misstatement. This section does not concern the assurance on the consolidated sustainability information included in the directors’ report on the consolidated accounts. In our opinion, after having performed specific procedures in relation to the directors’ report on the consolidated accounts, and except for the potential effects of the matter leading to a “Qualified conclusion” on the limited assurance with respect to the sustainability information, this directors’ report is consistent with the consolidated accounts for the year under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code. In the context of our audit of the consolidated accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors’ report on the consolidated accounts is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, and except for the potential effects of the matter leading to a “Qualified conclusion” on the limited assurance with respect to the sustainability information, there are no material misstatements we have to report to you.
Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the consolidated accounts, and our registered audit firm remained independent of the Group in the course of our mandate. The fees for additional services which are compatible with the statutory audit of the consolidated accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly disclosed and itemized in the notes to the consolidated accounts.
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We have also verified, in accordance with the draft standard on the verification of the compliance of the financial statements with the European Uniform Electronic Format (hereinafter “ESEF”), the compliance of the ESEF format with the regulatory technical standards established by the European Delegate Regulation No. 2019/815 of 17 December 2018 (hereinafter: “Delegated Regulation”). The board of directors is responsible for the preparation, in accordance with ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter “digital consolidated financial statements”) included in the annual financial report. Our responsibility is to obtain sufficient appropriate evidence to conclude that the format and marking language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation. Based on our procedures performed, we believe that the format of the annual report and marking of information in the official dutch version of the digital consolidated accounts included in the annual report of Agfa-Gevaert NV per 31 December 2024 complies, and which will be available in the Belgian official mechanism for the storage of regulated information (STORI) of the FSMA, are, in all material respects, in compliance with the ESEF requirements under the Delegated Regulation and the Royal Decree of 14 November 2007.
This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
Antwerp, 10 April 2025
PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL
Represented by Sofie Van Grieken
Bedrijfsrevisor/Réviseur d'entreprises
Acting on behalf of Sofie Van Grieken BV
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STATUTORY ACCOUNTS
The following pages are extracts of the statutory annual accounts of Agfa-Gevaert NV prepared under Belgian accounting policies. The management report of the Board of Directors to the Annual General Meeting of Shareholders and the annual accounts of Agfa-Gevaert NV as well as the Auditor’s Report, will be filed with the National Bank of Belgium within the statutory stipulated periods. These documents are available on request from Agfa’s Investor Relations department and at www.agfa.com/investorrelations. Only the Consolidated Annual Financial Statements as set forth in the preceding pages present a true and fair view of the financial position and performance of the Agfa-Gevaert Group. The Statutory Auditor’s Report is unqualified and certifies that the non-consolidated financial statements of Agfa-Gevaert NV for the year ending December 31, 2024 give a true and fair view of the financial position and results of the Company in accordance with all legal and regulatory dispositions.
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The Annual Accounts, as they will be presented to the General Meeting of Shareholders on May 13, 2025, were tested against the valuation rules by the Board of Directors and approved in that form. The following points, in particular, will be submitted to the General Meeting of Shareholders for approval:
The annual accounts close with a loss for the 2024 accounting year of minus 55,478,806.65 euro. By decision of the Extraordinary General Meeting of March 11, 2025, the capital was reduced by 160,794,611.00 euro by absorption of losses carried forward. This reduced the result carried forward to minus 352,361,483.55 euro.
Based on the profit or loss account, the Board of Directors concludes that the Company has suffered a loss for two consecutive years. Article 3:6 §1 6° of the Code of Companies and Associations requires that the Board of Directors justifies the accounting principles in the assumption of going concern. As the going concern assumption of a holding company, such as Agfa-Gevaert NV, basically depends on the Group as a whole, the Board refers to the cash position at Group level and the undrawn credit facilities available at balance sheet date.
It is proposed to allocate the loss of the fiscal year to the result carried forward making it minus 407,840,290.20 euro (loss), taking into account the aforementioned decision of the Extraordinary General Meeting of March 11, 2025, to reduce the capital by the absorption of losses carried forward. Without this decision, the losses carried forward amount to minus 568,634,901.20 euro, as recorded in the 2024 financial statements.
In 2024, the company achieved a turnover of 442.4 million euro. This is a decrease of -2.9% compared to the turnover of 2023 (455.7 million euro). This decrease is explained by an increase in prices (+3.4%), a negative exchange rate difference (-0.5%) and a decrease in volume/mix (-5.8%). The operating loss for 2024 amounts to minus 85.5 million euro. This is an increase of minus 62.2 million euro compared to 2023. The financial result is 17.6 million euro more favorable than in 2023, bringing the loss for the financial year before taxes to minus 55.7 million euro (2023: minus 11.1 million euro). After income taxes (2024: plus 0.2 million euro, 2023: plus 0.2 million euro), the loss for the financial year is minus 55.5 million euro (2023: minus 10.9 million euro). This is also the result for the financial year to be appropriated. This is an increase in the loss of minus 44.6 million euro compared to 2023. The Company spent 5.4 million euro on research and development in Belgium in 2024. By 2024, the number of employees at Agfa-Gevaert NV in Belgium had fallen by 85 to 1,683 as of December 31, 2024. This decrease is the result of 104 employees being hired, while 189 employees left the company.
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MILLION EURO | 2023 | 2024
------- | -------- | --------
I. Operating income | |
A. Turnover | 456 | 442
B. Stocks of finished goods, work and contracts in progress (increase +, decrease -) | (6) | (9)
C. Own work capitalised | 13 | 12
D. Other operating income | 71 | 72
E. Non-recurring operating income | - | -
Total operating income | 534 | 517
II. Operating charges | |
A. Raw materials, consumables | |
1. Purchases | 207 | 228
2. Stocks (increase -, decrease +) | 13 | (5)
B. Services and other goods | 123 | 112
C. Remuneration, social security costs and pensions | 187 | 185
D. Depreciation of and other amounts written off formation expenses, intangible and tangible fixed assets | 21 | 19
E. Amounts written off stocks, contracts in progress and trade debtors (appropriations +, write-backs -) | - | 2
F. Provisions for liabilities and charges (appropriations +, uses and write-backs -) | (8) | 38
G. Other operating charges | 12 | 12
H. Non-recurring operating charges | 2 | 12
Total operating charges | 557 | 603
III. Operating profit/Loss | (23) | (86)
IV. Financial income | 155 | 145
V. Financial charges | (143) | (115)
VI. Gain/Loss for the period before taxes | (11) | (56)
VII. Transfer from deferred taxes | - | -
VIII. Income taxes | - | -
IX. Gain/Loss of the period | (11) | (56)
X. Transfer from untaxed reserves | - | -
XI. Gain/Loss of the period available for appropriation | (11) | (56)
Appropriation account | |
A. | |# AGFA-GEVAERT ANNUAL REPORT 2024
MILLION EURO
| December 31, 2023 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| I. Formation expenses | 1 | - |
| II. Intangible fixed assets | 8 | 5 |
| III. Tangible fixed assets | 62 | 71 |
| IV. Financial fixed assets | 836 | 823 |
| V. Amounts receivable after more than one year | 4 | 3 |
| VI. Stocks and contracts in progress | 121 | 116 |
| VII. Amounts receivable within one year | 350 | 190 |
| VIII. Current investments | - | - |
| IX. Cash at bank and in hand | 4 | 2 |
| X. Deferred charges and accrued income | 5 | 6 |
| Total Assets | 1,391 | 1,216 |
| Liabilities | ||
| I. Capital | 187 | 187 |
| II. Share premium account | 211 | 211 |
| IV. Reserves | 283 | 283 |
| V. Accumulated profits | (513) | (569) |
| VI. Investment grants | 6 | 7 |
| VII. Provisions and deferred taxes | 174 | 119 |
| VIII. Amounts payable after more than one year | 13 | 51 |
| IX. Amounts payable within one year | 740 | 690 |
| X. Accrued charges and deferred income | 463 | 355 |
| Total Liabilities | 1 | 1 |
| Total | 1,391 | 1,216 |
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SYNAPS is Agfa’s range of synthetic paper types, an alternative to laminated paper for applications with high demands on durability. SYNAPS is valued for its print efficiency thanks to exceptionally quick ink acceptance as well as its water repellence and resistance to tearing and UV light.
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AGFA-GEVAERT ANNUAL REPORT 2024
221
DensityScan enables earlier identification of patients with a high risk of osteoporosis, during ordinary X-ray imaging. Through the smart technology, Agfa Radiology Solutions helps bridge the diagnosis gap for osteoporosis: to improve patients’ quality of life, ensure healthcare equity, and enable significant healthcare cost savings.
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BP-1 General basis for preparation of the sustainability statements
This Sustainability Statement is Agfa’s opportunity to guide its stakeholders and any internal and external readers in their understanding of the Group’s values, initiatives and overall progress made with regards to environmental, social and governance topics in 2024. The information and data contained in this report cover the period from January 1, 2024, to December 31, 2024. To ensure a thorough and comprehensive understanding of the Group’s overall performance, this report has been prepared on a consolidated basis and therefore should be read in conjunction with the complete 2024 Agfa Annual Report.
The same scope of consolidation as for the financial statements has been considered, except for environmental sustainability information relying on decentralized data collection. For this, reported information has been limited to Agfa’s most primary sites, which are located in Belgium. These are the only sites with chemical activities and, as such, emerge as the main drivers of the global environmental footprint and associated impacts, risks, and opportunities due to the nature of their manufacturing activities. As such, this limitation is not expected to have any impact on the completeness of the double materiality assessment, the identification and assessment of the impacts, risks and opportunities and therefore to impair the overall understanding of the disclosed matters.
It applies to the following disclosure requirements: E1 Energy consumption and mix; E1 Scope 1 and 2 GHG emissions; E2 Pollution of air and substances of (very high) concern that leave Agfa’s facilities as emissions; E3 Water consumption; E5 Resources outflows (waste). Data from other Agfa’s organizations, where manufacturing activities are focused on sub-assembly and other less resource-intensive processes, as well as organizations with research & development, sales and services without manufacturing activities are excluded.
Centrally collected environmental information such as E1 Scope 3 GHG emissions, E2 Substances of (very high) concern that are generated or used during the production, that are procured, that leave Agfa’s facilities as products or as part of products or services, E5 Resources inflows, as well as entity specific, social and governance sustainability information, and the disclosures pursuant to Article 8 of Regulation 2020/852 (Taxonomy Regulation are not subject to scope limitation and are covered in full.
Efforts have been made to clearly define the scope of the disclosures in the relevant sections of this report, ensuring full transparency about the boundaries of each disclosure.
For the reporting year ended 31 December 2024, Agfa reports its sustainability information for the first time in accordance with article [3:32/2] of the Companies’ and Associations’ Code, including compliance with the applicable European Sustainability Reporting Standards (ESRS), replacing the Global Reporting Initiative (GRI) standards previously used. This includes compliance of the process carried out by Agfa to identify the information reported in the Sustainability Statement, in accordance with the description set out in ESRS 2 IRO-1 and compliance of the disclosures included in the Environmental information section of this Sustainability Statement with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”).
The contents of this Sustainability Statement were subject to a limited assurance report in accordance with ISAE 3000 (Revised). The Independent Auditor ’s Report on a Limited Assurance Engagement can be found on page 300.
The consolidated sustainability statements are part of the Group’s consolidated directors' report, which was authorized for issue by the Board of Directors on March 25, 2025.
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In this report, only ESRS data points identified as material under Agfa's double materiality assessment and mandatory under the ESRS are reported. For the material data points listed in Appendix C of ESRS 1, Agfa follows the recommendation to phase in their disclosure. References to other EU legislations, as defined by ESRS 2 Appendix B, are available on page 296.
The upstream and downstream value chain are considered where relevant, particularly in assessing the materiality of impacts, risks, and opportunities, as well as when disclosing metrics related to procured materials. Any policies, actions, or targets that extend to Agfa’s value chain are explicitly stated.
No exemption from disclosure of impending developments or matters in the course of negotiation, as provided for in articles 19a (3) and 29a (3) of the Directive 2013/34/EU, has been used for this report. No information on intellectual property, know-how or the results of innovation were omitted in Sustainability statement.
Agfa publishes its Sustainability Statement annually. To access previous reports and share feedback or questions about this Sustainability Statement, please visit Agfa’s website www.agfa.com.
An overview of all International Organization for Standardization (ISO) standards and equivalents for environment, safety, energy and quality for which Agfa is certified can be found on page 20. The corresponding management systems are implemented and recertified in accordance with the respective audit programs.
In addition to being ISO 14001 certified for their environmental management systems and therefore annually audited by an independent certified ISO auditor, Agfa’s sites in Belgium comply with the provisions of the Belgian Energy Policy Agreement ( EBO: energiebeleidsovereenkomst ) and the caps set by the European Union Emissions Trading System (EU ETS). The EBO sets applicability criteria defining thresholds for primary energy use. Based on this, a report of energy consumption and greenhouse gas (GHG) emissions data is prepared annually for the Flemish government, which also conducts an energy audit at Agfa every four years to assess the potential for projects to increase energy efficiency and actual progress. Since 2020, due to optimization projects and the implementation of a low-temperature waste heat grid, the Belgian site of Westerlo (Heultje) is no longer covered by the EU ETS scope.
Environmental data, including energy, waste, air, and water emissions, are also reported and verified by the local authorities in the context of the regional Integrated Environmental Annual Report ( IMJV: Integraal Milieujaarverslag ).
When referring to time intervals at the end of the reporting period, the following horizons are used: up to one year for short term, up to five years for medium term, and more than five years for long term. For physical climate risks, these intervals are adjusted to target 2030 for the short term, 2050 for the medium term, and 2080 for the long term. This adjustment considers the current situation of the Group, and the latest available modeled data (from 1990 to 2020) that are used as reference. It ensures that the impacts are sufficiently visible in the assessment results, facilitating informed decision-making and aligning with relevant investment perspectives.
Secondary value chain data are included in the quantitative disclosures related to procured materials such as metrics in E5 Resources Inflows and E1 Scope 3 greenhouse gas (GHG) emissions. These metrics are prepared using industry benchmarks, external databases, and proxy data.# SUSTAINABILITY STATEMENTS - general information
While these external data come from reputable sources, they are subject to a level of uncertainty. Quantitative data related to E2 Substances of (very high) concern that are procured are based on primary data declared by the suppliers. Continuing to engage with suppliers to collect and update primary data as well as regularly update GHG emission factors will help to improve the accuracy and robustness of Agfa’s value chain metrics for the next reporting cycles.
This report contains forward-looking information that involves risks and uncertainties, including statements about Agfa’s plans, objectives, expectations and intentions. This information is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Agfa’s control. Actual results could therefore vary materially from those anticipated, expected, estimated or projected. As a result, this information should be considered to be uncertain.
This report also relies on judgements and assumptions that are critical for the reported data. This is particularly relevant (but not limited) to climate-related disclosures, which are based on current knowledge and available data. Agfa has diligently selected the most suitable and consistent methodologies for disclosed elements. Monetary amounts used in preparing the Sustainability Statement are consistent, with the corresponding financial data and assumptions used in the financial statements. Harmonized standards and calculation methods are expected to be updated or developed, which will further improve data quality in the future.
Where possible and available, comparative information is presented. The comparative information in the sustainability statement and thereto related disclosures are presented on a voluntary basis and have not been subject to reasonable or limited assurance procedures, unless stated otherwise in the relevant sections of the sustainability statement.
However, this report, unlike the previous ones, is prepared in accordance with the European Sustainability Reporting Standards (ESRS), which introduce a significant number of new disclosure requirements, definitions and methodologies. For the same reason, while this report does not include any restatements of prior-period information due to material reporting errors, direct comparability between previous periods, this report, and future ones – even for already reported metrics – may be impacted. As a result, it is often impracticable to recreate a full set of data. For newly introduced metrics, the company makes use of the transitional provisions for the first year in accordance with ESRS 1.
While Agfa welcomes and supports the need for transparency and action on sustainability, the Corporate Sustainability Reporting Directive (CSRD) introduces broader and stricter reporting standards, including the requirement for third-party limited assurance of the information. This results in a significant impact on Agfa's resources and necessitates better structuring of the reporting approach.
Unlike previous years, the part of environmental sustainability information, which relies on decentralized data collection, has been streamlined and limited to Agfa’s sites in Belgium for this year to gradually manage the increased reporting workload and ensure the implementation of appropriate internal controls to enhance the reliability of the reported data. These sites being the primary drivers of Agfa’s global environmental footprint, and associated impacts, risks, and opportunities (IRO), the relevance of the overall disclosures and a clear understanding of the IRO at stake are maintained.
Going forward, organizations where manufacturing activities are focused on sub-assembly and other less resource-intensive processes, for which data collection has begun but is not yet included in this report, will be integrated in short to medium term, according to their level of IRO materiality. Organizations with research & development, sales and services without manufacturing activities, will be included in a second stage, initially using proxies based on data from representative Agfa sites.
The following information is incorporated by reference to other parts of this report:
Sustainability is inherently embedded in the core of the Group's business activities, as reflected in its vision: "Driving positive change, for a greener, healthier and brighter future." To effectively realize this vision, sustainability governance is fully integrated into the overall Agfa governance structure.
As explained in detail in the publicly available Corporate Governance Charter, the Board of Directors (BoD) is the ultimate management body responsible for Agfa’s sustainability strategy and progress thereon, as well as the oversight of related impacts, risks and opportunities. In this regard, the BoD defines and reviews the behavior covered by Agfa’s Code of Conduct, validates Agfa’s sustainability strategy and materiality, and the annual sustainability reporting.
The BoD entrusts the CEO, supported by the other members of the Executive Leadership (EL), to steer and supervise the implementation of Agfa’s Sustainability Strategy. The BoD and EL bring a diverse range of experience and expertise, as described in the Corporate Governance Report integrated in this report on page 59. They are capable of addressing relevant sustainability and business conduct matters.
When specific sustainability expertise is needed, they seek information and support, directly or indirectly, from teams operating at various levels within Agfa’s organizational structure:
Further information about the composition and diversity of the members of Agfa’s BoD and EL as well as their experience, roles and responsibilities can be found in the Corporate Governance Statement of this report.
In 2024, an enhanced sustainability governance model was implemented to enable Agfa to address its Environmental, Social, and Governance (ESG) material matters and related impacts, risks and opportunities more effectively through its multi-layered management approach. Cross-functional working groups comprising key stakeholders and business process owners have been established, each focusing on a function closely linked to ESG – namely Risk, Sustainability, Finance, and Information Technology. These groups have clearly defined roles and responsibilities and report quarterly to the ESG Committee.
The ESG Committee, in turn, is responsible for providing quarterly updates to the Executive Leadership (EL) and the Board of Directors (BoD). Its role is to:
In addition, the Corporate Sustainability Office, led by the Head of Sustainability, coordinates and consolidates the daily roll-out of all sustainability activities in collaboration with relevant departments and strengthens regular communication channels within the organization. It ensures proper escalation to the Head of Sustainability – and, by extension, to the EL – when topics are relevant to sustainability-related impacts, risks, and opportunities.
Since 2022, the Head of Sustainability, as a member of the EL, reports quarterly directly to the EL and the Board of Directors to:
Since 2023, a Core Team for Product & Process Sustainability serves as a process- and product-oriented internal advisory body. This team is composed of a multidisciplinary group of experts from all knowledge centers (e.g. Research & Development, Production, Engineering, business divisions, and supporting functions).It functions as a monthly platform for knowledge sharing and creation, offering structure and governance for Agfa’s product and process sustainability. The Core Team also serves as a two-way communication channel with the management teams of various business divisions. Agfa believes this structure helps to advance its sustainability strategy, align it with relevant business needs and awareness, and prepare for a future-proof product portfolio in the medium, and long term. Additionally, it aims to facilitate understanding of the impact of upcoming sustainability legislation in the short, medium, and long term. The Corporate Sustainability Office, which is also represented in the Core Team, ensures appropriate escalation to the Head of Sustainability – and, subsequently, to the EL – when a topic addressed is relevant to any sustainability- related impacts, risks, or opportunities. These escalation channels enable the BoD and EL (and their relevant committees) to stay well-informed and to consider the relevant impacts, risks, and opportunities when overseeing Agfa's strategy, major transaction decisions, and risk management processes. The list of material IROs addressed in 2024 consists of those identified through the materiality assessment outlined on page 232 of this report.
The remuneration policy and schemes for the Board of Directors (BoD) are based on fixed pay. Further information about it can be found in the Remuneration Report integrated in this report. All Agfa employees at management level (with the exception of the sales or service employees who are in principle linked to a Sales Incentive Plan or a Service Incentive Plan) are linked to Agfa’s Global Bonus Plan. This plan reflects the collective and individual performance over a one-year period, through the comparison of the Agfa Group and (sub)divisional results with the defined objectives and through an individual multiplier driven by the employee performance appraisal. The design of the Global Bonus Plan, and changes thereon, done annually, are to be proposed by the Executive Leadership (EL) and approved by the Board of Directors. The global budget definition (funding ratio) is determined at the level of Agfa, based on the targeted EBITDA. The EL validates the Agfa Group & divisional EBITDA funding ratios and the final distribution of individual performance ratings.
Since 2022, achieving Environmental, Social & Governance (ESG) objectives has been included as a performance driver for Agfa’s Global Bonus Plan. Initially, this applied only to senior leaders in management grades 1 and 2 (typically the Executive Leadership and their direct reports). However, in 2023, it was extended to all employees covered by the Global Bonus Plan, regardless of their management grades, except for Agfa employees at the management level in HealthCare IT. In 2024, the ESG objectives were further expanded to include all employees under the Global Bonus Plan, regardless of their management grades or business organization.
ESG accounts for 10% to 20% of the Agfa Group’s overall performance results, which drive the Global Bonus Plan alongside Agfa’s divisional results and individual performance results. Depending on the number of ESG company annual goals at target, the ESG payout level could vary between 0% (if none of the ESG goals are achieved) and 150% (if all the ESG goals are overachieved). The weight of each ESG goal is equally distributed. The ESG company annual goals are validated by the Board of Directors and based on five of the priority Sustainable Development Goals (SDGs) identified as the most relevant for Agfa. They concern gender parity and Diversity, Equality & Inclusion (SDG 5), Health & Safety (SDG 3), climate action (SDG 13), sustainable innovation (SDG 9) and global sustainability performance (SDG 12).
225 AGFA-GEVAERT ANNUAL REPORT 2024
The 2024 performance related to these annual goals is further detailed in this Sustainability Statement in the disclosures related to ESRS S1 for gender parity and Diversity, Equality and Inclusion (SDG 5) and Health & Safety (SDG 3), ESRS E1 for climate action (SDG 13), and GOV-2 and SBM-1 for sustainable innovation (SDG 9). Regarding global sustainability performance (SDG 12), four areas of Agfa’s sustainability management (namely Environment, Labor & Human Rights, Ethics, and Sustainable Procurement) have been assessed in 2024 by EcoVadis, one of the world’s largest providers of business sustainability ratings, at a score of 67 out of 100, which is considered a good result. This places Agfa among the top 25% of all companies assessed by EcoVadis in the 12 months preceding the assessment (83+ percentile), allowing Agfa to retain its bronze medal, despite the stricter medal awarding system revision implemented by EcoVadis in January 2024. The feedback received from EcoVadis serves as a valuable source of information, guiding Agfa in identifying improvement paths for its processes across the entire Group.
Sustainability due diligence is the process of identifying, assessing, and addressing the environmental, social, and governance (ESG) actual and potential impacts, risks and opportunity associated with Agfa's own operations, value chains, and stakeholders. The core elements of this due diligence process are at the foundation of Agfa’s double materiality assessment, described on page 235 of this sustainability statement, and embedded from there in its governance, strategy and business model.
| SDG | Long Term Ambition | 2025 Ambition | Annual targets for 2024 |
|---|---|---|---|
| Full parity, also at management level, extended to a comprehensive DEI policy | Align Agfa woman share to women market representation | Women recruitment intake target reaching market representation in the areas of recruitment relevant to Agfa involving shifts and extensive travel time (e.g. manufacturing and field services) +5% of the market representation in the other relevant areas of recruitment | |
| Launch of three major DEI Initiatives (one per ERG) | |||
| Zero harm | Reduce by 50% the accidents with one day lost vs 2019 = maximum 17 accidents with minimum one day lost in 2025 | Reaching the midpoint to achieve our ambition = maximum 24 accidents with minimum one day lost in 2024 | |
| CO 2 neutral | Work towards Paris agreement | Agfa BE comprehensive carbon reduction plan implementation 100% on track | |
| Scope of 2nd PV phase agreed & Roof PV installed, in line with housing plan | |||
| Efficient management of energy assets enabled for a flexible mix, aiming to reduce CO 2 emissions while balancing costs throughout the year. | |||
| Getting ready for a first Scope 3 reporting on FY2024, supporting CSRD compliance & SBTi preparation | |||
| Sustainable business portfolio | Apply methodology to product portfolio, increase share of sustainable innovation | Full compliance to Progress in sustainability towards next generation products principle | |
| Full application of the sustainability matrix to next generation R&D product portfolio in DPC and RSD | |||
| Establish and fully operationalize the Product & Process Sustainability Core Team (DPC Pilot) | |||
| EcoVadis “Gold” medal | |||
| Top 25% of EcoVadis rated companies | |||
| Increase of absolute EcoVadis score by minimum 20 points in order to generate an increase in overall score and maintain our Top 25% position |
226 SUSTAINABILITY STATEMENTS - general information
| Sections in this Annual Report |
|---|
| Embedding due diligence in governance, strategy and business model |
| Governance information from page 291 |
| Corporate Governance report from page 59 |
| Engaging with affected stakeholders in all key steps of the due diligence |
| General information from page 221 |
| Environmental information from page 243 |
| Social information from page 275 |
| Governance information from page 291 |
| Identifying and assessing adverse impacts |
| General information from page 221 |
| Risk Management and internal controls section from page 73 |
| Taking actions to address those adverse impacts |
| General information from page 221 |
| Environmental information from page 243 |
| Social information from page 275 |
| Governance information from page 291 |
| Tracking the effectiveness of these efforts and communicating |
| General information from page 221 |
| Environmental information from page 243 |
| Social information from page 275 |
| Governance information from page 291 |
Environmental, Social & Governance (ESG) reporting is exposed to the risk of material misstatement due to various factors such as the complexity of data collection, the reliance on human-computed (third-party) information, or evolving reporting standards. In 2024, as part of Agfa's Enterprise Risk management system and internal controls framework, described on page 73 of this report, significant resources were dedicated to map these risks and design an enhanced Agfa’s internal control framework to mitigate them and therefore enhance the availability, reliability, and accuracy of ESG reporting. This internal control framework was implemented in three phases:
The first phase focused on gaining a clear and structured overview of ESG data sources, as well as assessing the data and technology readiness of processes and systems to meet Agfa's reporting requirements. This step laid the groundwork for identifying gaps and risks related to data availability and quality. The second phase concentrated on designing the internal control framework itself, which included: reviewing and developing a target operating model to align internal processes to ensure consistent reporting across all ESG dimensions; developing the ESG internal control design, emphasizing practices supporting the consistency and robustness of data at all critical stages of the ESG reporting process.# AGFA-GEVAERT ANNUAL REPORT 2024
Agfa develops, produces and distributes an extensive range of analog and digital imaging systems and IT solutions, mainly for the printing industry and the healthcare sector, as well as for specific industrial applications. The operational activities are divided into three divisions: Healthcare IT, Digital Print & Chemicals, and Radiology Solutions, each of them having strong market positions and well-defined strategies. These business models are further described in the company profile and the business activity sections of this report.
Considering the revenues per division, which can be found together with the cost structure in the financial statement of this report, and the connection with identified material impacts, risks and opportunities outlined on page 232, these three divisions are relevant for Agfa’s sustainability matters, and can be summarized as follows:
| Significant groups of products and/or services offered | ESRS Sector | Significant markets and/or customer groups served |
|---|---|---|
| Healthcare IT | ||
| Medical advanced imaging IT software | Hospitals, diagnostic centers, clinics, public and private institutions and healthcare professionals in the global medical sector | |
| Related installation, maintenance and support services | ||
| Others | ||
| Radiology Solutions | ||
| Traditional X-ray film, hardcopy film and printers, digital radiography equipment and image processing software | Hospitals, diagnostic centers, clinics, public and private institutions and healthcare professionals in the global medical sector | |
| Related installation, maintenance and support services | ||
| Others | ||
| Digital Print & Chemicals | ||
| Cutting-edge inkjet printing solutions (equipment, consumables, software and services) | Printing companies | |
| Innovative membranes for industrial green hydrogen production | Technology centers | |
| Films, coated products, and chemicals for diverse applications | Industrial organizations | |
| Others |
Agfa believes that sustainable business solutions and innovation practices are essential to accomplish its business growth strategy. As a result, regarding sustainability-related goals, Agfa has formalized its commitment to sustainability by defining the goal of Progress in sustainability towards next generation products, with a particular focus on its growth engines within the context of its strategic transformation, in order to leverage Agfa’s core competences to support the emergence of the green hydrogen industry with its Green Hydrogen Solutions; transition towards digital solutions in its medical imaging and printing markets, optimizing workflows, material usage, remote work, and collaboration to significantly reduce time and resource consumption compared to analog solutions.
At the moment, this goal has not been translated into specific quantitative targets in terms of significant groups of products and services, customer categories, geographical areas and relationships with stakeholders. So far, Agfa has focused on developing a methodology to assess the sustainability profile of its products and incorporate it in the design phase of both new products and updated versions of existing products. A first qualitative assessment is implemented for Agfa’s Digital Print & Chemicals and Radiology Solutions divisions and helps raising awareness internally. The primary challenges now involve shifting from qualitative to quantitative assessment, implementing the right data collection processes while effectively balancing costs and effort against the sustainability value to be achieved for Agfa and its stakeholders. The first steps have been initiated, further details on Agfa’s entity specific material topic related to innovation and associated investments are provided in the dedicated section on page 263 of this report.
An overview of Agfa's locations can be found in this report on page 14.
The following table presents the headcount of employees at the end of the reporting period, broken down by geographical areas:
| Region | Number of employees |
|---|---|
| Europe | 3,294 |
| North America | 775 |
| Latin America | 189 |
| Asia Pacific | 442 |
| Middle East and Africa | 65 |
| TOTAL | 4,765 |
Agfa's sites in Belgium are the location of a major Research & Development (R&D) center serving all three divisions as well as Agfa's largest manufacturing plant, which involves chemicals production activities, serving the Digital Print & Chemicals and Radiology Solutions divisions. Other manufacturing plants are located in China, Germany, the United States of America, the United Kingdom and Canada and focus on (sub-)assembly and confection of finished and packaged products coming from third-party suppliers or other Agfa’s sites.
Agfa’s own operations are dependent on its value chain. Upstream, the interaction is specifically dependent on the relationships with key suppliers, such as those providing chemical raw materials, components, IT tools and infrastructure necessary for Agfa’s manufacturing, sub-assembly, research & development and commercial activities. Downstream, Agfa is commercially active worldwide in business-to-business relationships with customers and partners through wholly owned sales organizations in more than 30 countries. In countries where Agfa does not have its own sales organization, the market is served by a network of agents and representatives. Beside customers, Agfa’s downstream value chain also includes the end-users of the solutions put on the market (e.g. printing operators, technology developers radiologists and medical staff), and to a further extent the consumers of printed media and patients.
As part of an ecosystem, Agfa’s stakeholder engagement remains a key process to ensure it does business in the most responsible, efficient and sustainable way. Regular exchange with its stakeholders serves as input to define Agfa’s strategy and business model, to understand evolving needs and meet mutual expectations, when possible, to inform them and acquire new knowledge. The channels and level of engagement with each stakeholder group depends on the topics at stake and is likely to vary over time based on business priorities.
Recently, the interests and views of the key stakeholder groups described below have been considered in Agfa's double materiality assessment, either directly or indirectly, as further elaborated in page 232 on this report. When relevant, they are also communicated to the Executive Leadership and the Board of Directors for adequate consideration in strategic discussions and decisions.
Employees are the driving force behind everything Agfa does, making it crucial to create a common culture through shared values and cooperation to ensure the Group’s effectiveness. Agfa makes use of different internal platforms, tools and processes, providing a variable level of interaction, either globally or locally. While some initiatives aim to inform or facilitate one-way communication with and from employees – such as sharing information through regular intranet updates, newsletter publications, training sessions, annual engagement surveys, or whistleblower channels – others foster dialogue. Examples include individual performance reviews, breakfast and lunch sessions with Agfa’s Chief Executive Officer, and quarterly ‘Agfa Connect’ sessions, which are company-wide events featuring business updates on strategy, safety, key projects, major achievements, and more, along with dedicated Questions & Answers segments to encourage open communication. Moreover, in each country where it operates, Agfa enters into dialogue with employee representatives. In most countries, works councils represent employees, and at the European level, a European Works Council is in place. Agfa considers its employees’ feedback in its decision-making process and involves them directly in the setup of Employee Resource Groups (ERG) as part of its Diversity, Equality & Inclusion (DEI) strategy.
Engagement with shareholders, analysts and (potential) investors is organized at the Group level under the coordination of the Investor Relations & Corporate Communications department, to secure Agfa's growth and market confidence. As a publicly listed company, Agfa is framed by specific reporting and transparency duties and as such, shares quarterly its financial results and sustainability updates to analysts and the press.# AGFA-GEVAERT ANNUAL REPORT 2024
Agfa also regularly organizes investor events, shareholder meetings (including the Annual Shareholders General Meeting), roadshows and investor calls with members of the Executive Leadership and the Investor Relations department. More details on how Agfa engaged with its financial stakeholders, including agenda and minutes of shareholders meetings, are available on Agfa’s website.
Dialogue with suppliers is primarily coordinated by the Purchasing department and, when necessary, includes other internal stakeholders such as product managers, R&D, sustainability, and legal teams. This communication is conducted through direct interactions, including contracts, regular business meetings, company visits, quarterly scorecards, and annual surveys. Effective collaboration with suppliers enables Agfa to secure the right inputs under optimal conditions and is used to identify opportunities for partnerships, co-creation and innovation.
Engagement with customers, distributors and end-users is primarily coordinated by each business division, adhering to specific local and national legal requirements. Operationally, this is managed through various direct interactions, including tenders, contracts, regular business meetings and visits, annual trade shows, surveys, training sessions, service interventions, and more. The goal is to ensure that customers, distributors, and end-users have the necessary instructions to use Agfa's solutions effectively and safely. The interests and perspectives of customers and end-users are fully integrated into the entire solution and workflow design process. Feedback and feature requests are systematically used to shape innovation roadmaps and influence their prioritization. For solutions nearing launch, Agfa engages a select group of beta customers to test and provide feedback, which is incorporated into the final design cycle before the product is released to the market. Additionally, a limited panel is invited for interviews or to join advisory boards, where they share their opinions on market and product sustainability trends, as well as their expectations of Agfa’s portfolio in addressing these areas. Through these interactions, Agfa gains valuable knowledge about customer needs, enabling the development and delivery of relevant, future-proof solutions.
Agfa sees itself as part of the communities where its operations are set and where its employees live and acknowl- edges the impact it can have on them. This is particularly relevant when some of its facilities, like the ones in Belgium, are embedded in urban zones. Therefore, the Group always dedicates time and resources to keeping the communities informed of Agfa’s activities and projects and answering their questions. This is done by physical or virtual meetings, social media, website etc. In Belgium, Agfa has also appointed a representative to sit on the city’s local Environment Council. Meeting local communities is also a way to propose and listen to suggestions and ideas to reduce potential nuisances, e.g. regarding smell or noise. Neighbors can report them to Agfa via e-mail or a toll-free phone number. Agfa strives to minimize these occurrences as much as possible through regular monitoring and corrective actions depending on the severity of the occurrence. Agfa and its employees are also regularly active in local communities through knowledge sharing sessions in Science, Technology, Engineering, and Mathematics (STEM) projects, school masterclasses, interacting with potential future employees at job fairs, etc. This helps Agfa to foster discussions and interests, create an adequate funnel of talents, and encourage a culture of social responsibility.
Collaboration with market peers, academia and policy makers is essential for Agfa to contribute to broader, indus- try-wide action on sustainable development and to create synergies that expand its knowledge and potential to make a positive impact. The shared knowledge, expertise, and regulatory intelligence, among other valuable inputs obtained through these collaborations, are used to enhance Agfa’s capacity to innovate, access specialized resources, maintain compliance, align with the latest industry norms and best practices, and adeptly navigate the dynamic business landscape. This, in turn, contributes significantly to the Group’s long-term success and sustainability. These collaborations are normally topic/product-specific and are primarily managed by the divisions through direct contact via research projects, monitoring of market developments via dedicated press/communication channels, workshops and exchange in various industry associations. At a less formal level, members of Agfa’s senior management are often called upon or volunteer to participate in public fora to discuss the Group’s business strategy and sustainable development approach. Such events provide the opportunity to interact with various groups including business leaders, academia and civil society and get their insights.
SUSTAINABILITY STATEMENTS - general information
AGFA-GEVAERT ANNUAL REPORT 2024
The material impacts, risks and opportunities resulting from Agfa’s materiality assessment, described on page 235 of this report, are summarized in the table below.
| ESRS standard | ESRS sub-topic | Impact Materiality | Financial Materiality | IRO category | Description of the main IROs | Value chain origin | Business Divisions | Potential or actual | Time horizon |
|---|---|---|---|---|---|---|---|---|---|
| E1 Climate change | Greenhouse Gases (GHG) emissions | High | High | Negative impact | GHG Emissions by manufacturing chemicals, films, foils, … | Entire value chain | DPC, RSD | Actual | Short-, medium- and long term |
| Risk | Regulatory: Climate regulations increasing costs of raw materials or from GHG emitted by Agfa sites | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Energy consumption and mix | High | Significant | Positive impact | Impact of energy efficiency of Agfa operations | Own operations | DPC, RSD | Actual | Short-, medium- and long term | |
| Risk | Technology risk of low renewable energy availability in a context of higher energy cost and Agfa being highly dependent on energy (energy intensive activities like polyester extrusion) | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Innovation and investments (entity specific) | High | High | Positive impact | Green Hydrogen Solutions impact the innovation in the sector | Upstream + Downstream | DPC | Actual | Short-, medium- and long term | |
| Opportunity | New products opportunity in green energy business | Own operations | DPC | Actual | Short-, medium- and long term | ||||
| E2 Pollution | Pollution of air | Significant | Significant | Negative impact | Impact of smell at neighbourhood of specific sites | Own operations | DPC, RSD | Potential | Medium-term |
| Risk | Legislation risk of green taxes related to pollution bringing additional tax and investments to comply | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Substances of concern - Substances of very high concern | High | Significant | Negative impact | Impact of hazardous substances in production and use phase (e.g. ink and film manufacturing) | Own operations + downstream | DPC, RSD | Potential | Medium-term | |
| Risk | Legislation and business continuity risk of various hazardous substances legislation (e.g. REACH) | Own operations | DPC, RSD | Potential | Medium-term | ||||
| E3 Water | Water and waste water management (consumption, withdrawals and discharges) | High | High | Negative impact | Impacts of water consumption and efficiency, especially in areas of high water scarcity (in Flanders region, Belgium) | Own operations | DPC, RSD | Actual | Short- and medium term |
| Risk | Legislation risk of green taxes, bringing additional tasks to comply and possible fines | Own operations | DPC, RSD | Potential | Medium-term | ||||
| E5 Resource use and circular economy | Resource inflows, including resource use | High | High | Positive impact | Impact of integrating (internal) recycled content in Agfa products (material or packaging) | Own operations | DPC, RSD | Actual | Short- and medium term |
| Risk | Business continuity risk by inflation of material costs, scarcity and technical inability to use alternative | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Resource outflows related to products and services | High | High | Positive impact | Impact on (lowering) the consumable intensity during the use phase of products (e.g. equipment allowing better energy efficiency, lower ink consumption) | Downstream | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Risk | Legislation risk of not being able to answer requirements regarding Product Passport and other regulations coming from the EU’s Circular Economy Action Plan | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Waste | High | High | Negative impact | Impact of high amounts of waste streams | Own operations | DPC, RSD | Actual | Short- and medium term | |
| Risk | Regulatory: Stricter regulation and higher prices related to dangerous waste management | Own operations | DPC, RSD | Potential | Medium-term | ||||
| S1 Own work- force | Working conditions (Secure employment; Working time; Adequate wages; Work-life balance) | High | Significant | Positive impact | Current contractual conditions participate to the well-being and job satisfaction of our employees | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term |
| Risk | Risk of payment inequality because of war for talent in some departments | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| (Occupational) Health and safety | Significant | Significant | Negative impact | Potential negative impact on the health and safety of employees if mitigation measures are not successful | Own operations | DPC, RSD, HE IT | Potential | Medium-term | |
| Risk | Business continuity risk of (dis)ability to ensure employee well-being can lead to increased absenteeism, reduced productivity, and higher turnover rates | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| Diversity and equality (Gender | |||||||||
| ## 232 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | |||||||||
| The material impacts, risks and opportunities resulting from Agfa’s materiality assessment, described on page 235 of this report, are summarized in the table below. |
| ESRS standard | ESRS sub-topic | Impact Materiality | Financial Materiality | IRO category | Description of the main IROs | Value chain origin | Business Divisions | Potential or actual | Time horizon |
|---|---|---|---|---|---|---|---|---|---|
| E1 Climate change | Greenhouse Gases (GHG) emissions | High | High | Negative impact | GHG Emissions by manufacturing chemicals, films, foils, … | Entire value chain | DPC, RSD | Actual | Short-, medium- and long term |
| Risk | Regulatory: Climate regulations increasing costs of raw materials or from GHG emitted by Agfa sites | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Energy consumption and mix | High | Significant | Positive impact | Impact of energy efficiency of Agfa operations | Own operations | DPC, RSD | Actual | Short-, medium- and long term | |
| Risk | Technology risk of low renewable energy availability in a context of higher energy cost and Agfa being highly dependent on energy (energy intensive activities like polyester extrusion) | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Innovation and investments (entity specific) | High | High | Positive impact | Green Hydrogen Solutions impact the innovation in the sector | Upstream + Downstream | DPC | Actual | Short-, medium- and long term | |
| Opportunity | New products opportunity in green energy business | Own operations | DPC | Actual | Short-, medium- and long term | ||||
| E2 Pollution | Pollution of air | Significant | Significant | Negative impact | Impact of smell at neighbourhood of specific sites | Own operations | DPC, RSD | Potential | Medium-term |
| Risk | Legislation risk of green taxes related to pollution bringing additional tax and investments to comply | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Substances of concern - Substances of very high concern | High | Significant | Negative impact | Impact of hazardous substances in production and use phase (e.g. ink and film manufacturing) | Own operations + downstream | DPC, RSD | Potential | Medium-term | |
| Risk | Legislation and business continuity risk of various hazardous substances legislation (e.g. REACH) | Own operations | DPC, RSD | Potential | Medium-term | ||||
| E3 Water | Water and waste water management (consumption, withdrawals and discharges) | High | High | Negative impact | Impacts of water consumption and efficiency, especially in areas of high water scarcity (in Flanders region, Belgium) | Own operations | DPC, RSD | Actual | Short- and medium term |
| Risk | Legislation risk of green taxes, bringing additional tasks to comply and possible fines | Own operations | DPC, RSD | Potential | Medium-term | ||||
| E5 Resource use and circular economy | Resource inflows, including resource use | High | High | Positive impact | Impact of integrating (internal) recycled content in Agfa products (material or packaging) | Own operations | DPC, RSD | Actual | Short- and medium term |
| Risk | Business continuity risk by inflation of material costs, scarcity and technical inability to use alternative | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Resource outflows related to products and services | High | High | Positive impact | Impact on (lowering) the consumable intensity during the use phase of products (e.g. equipment allowing better energy efficiency, lower ink consumption) | Downstream | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Risk | Legislation risk of not being able to answer requirements regarding Product Passport and other regulations coming from the EU’s Circular Economy Action Plan | Own operations | DPC, RSD | Potential | Medium-term | ||||
| Waste | High | High | Negative impact | Impact of high amounts of waste streams | Own operations | DPC, RSD | Actual | Short- and medium term | |
| Risk | Regulatory: Stricter regulation and higher prices related to dangerous waste management | Own operations | DPC, RSD | Potential | Medium-term | ||||
| S1 Own work- force | Working conditions (Secure employment; Working time; Adequate wages; Work-life balance) | High | Significant | Positive impact | Current contractual conditions participate to the well-being and job satisfaction of our employees | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term |
| Risk | Risk of payment inequality because of war for talent in some departments | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| (Occupational) Health and safety | Significant | Significant | Negative impact | Potential negative impact on the health and safety of employees if mitigation measures are not successful | Own operations | DPC, RSD, HE IT | Potential | Medium-term | |
| Risk | Business continuity risk of (dis)ability to ensure employee well-being can lead to increased absenteeism, reduced productivity, and higher turnover rates | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| Diversity and equality (Gender equality and equal pay for work of equal value; Employment and inclusion of persons with disabilities; Measures against violence and harassment in the workplace; Diversity) | High | Significant | Positive impact | Prioritizing diversity & equality leads to more engaged employees and better business decisions | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Risk | Business continuity risk considering the age distribution in Agfa Belgium due to knowledge loss and talents gaps | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| Training and skills development | High | Significant | Positive impact | Enhancing knowledge and capabilities of employees leads to higher job satisfaction, improved morale, and increased engagement | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Opportunity | Opportunity to strengthen Agfa innovation mindset via the younger generations | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| S4 Consumers and end-users | Information-related impacts (Privacy; Freedom of expression; Access to (quality) information; Marketing practices; Complaints management) | High | Significant | Positive impact | Transparency about Agfa products information impacts customers | Downstream | DPC, RSD, HE IT | Actual | Short- and medium term |
| Risk | Information-security risk related to the (dis)ability to protect internal or customers or end-users data | Own operations + downstream | RSD, HE IT | Actual | Short- and medium term | ||||
| Personal safety of consumers and end-users (Health and safety; Security | High | High | Positive impact | Positive impact of Agfa’s R&D efforts to continuously research and improve solutions that benefit the customers and end-users (e.g. enabling patients and consumer health, better workflow for clinicians and operators) | Own operations + downstream | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Opportunity | Opportunity related to developing and delivering products/services that benefit the safety and health of end-users (e.g. RSD MUSICA software for low radiation radiology limiting adverse impact for newborns) | Own operations + downstream | RSD | Actual | Short- and medium term | ||||
| G1 Business conduct | Protection of whistle-blowers | Significant | Significant | Positive impact | Impact by helping uncover and address issues such as corruption, fraud and other misconduct | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term |
| Risk | Regulatory risk related to obligation to protect whistle-blowers | Own operations | DPC, RSD, HE IT | Potential | Short- and medium term | ||||
| Opportunity | Reputation opportunity, increased trust to address unethical behavior in the company | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| Corruption and bribery | Significant | Significant | Positive impact | Corporate culture that values ethics and integrity promotes responsible business conduct (including fair treatment of employees, suppliers, and customers) and prevents unethical behavior | Own operations | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Risk | Legislation risk with business conduct rules and regulations in countries we do business in (e.g. the acceptance of gifts, which is considered as normal business practice in some markets) | Entire value chain | DPC, RSD, HE IT | Actual | Short- and medium term | ||||
| Management of relationships with suppliers including payment practices | Significant | Significant | Positive impact | Positive impact of supplier assessments and engagement activities on the quality of relationships with suppliers | Upstream | DPC, RSD, HE IT | Actual | Short- and medium term | |
| Risk | Reputation risk from sourcing OEM DR products from companies that do not comply with EU/US legislation and taken burden upon Agfa as legal manufacturer | Upstream + own operations | RSD | Actual | Short- and medium term |
| Climate-related risk category | Description of the main material IROs | Value chain origin | Business Divisions | Assets | Time horizon | Resilience analysis | Mitigating/ Leveraging actions |
|---|---|---|---|---|---|---|---|
| Climate-related physical risk | In the event of weather hazards (e.g. flood), risk of supply disruption when dependent on unique suppliers | Upstream | DPC | Chemical raw materials | Short, medium, long term | High risk | Management of relationship with suppliers |
| Climate-related physical risk | In the event of (sea) flooding, Agfa’s site integrity or access may be hindered | Own operations | DPC, RSD | Manufacturing sites | (Medium) Long term | High risk | Stress tests monitoring ; Good feedback during recent very high precipitation episodes |
| Climate-related physical risk | In the event of changing high temperature and humidity levels, risk of failure of products sold | Downstream | RSD | Products sold | Short, medium, long term | High to Critical risk | Improvement (R&D) and replacement of affected products |
| Climate-related physical risk | In the event of water scarcity, restrictions may be imposed impacting the production processes that involve water | Own operations | DPC, RSD | Manufacturing sites (Belgium) | Short, medium, long term | Critical to High risk | Water consumption monitoring, R&D effort for less water-intensive processes |
| Climate-related transition risk | Stricter Emission Regulations in the EU may lead to potential regulatory pressures and increased costs for emissions-intensive industries, including manufacturing operations. | Own operations | DPC, RSD | Manufacturing sites (Europe) | (Medium) Long term | Major risk | Transition plan for climate change mitigation |
| Climate-related transition risk | Impact of strict climate policies on the participation of public tenders in the healthcare sector | Own operations | RSD, HE IT | not applicable | Short, medium, long term | Major risk | Transition plan for climate change mitigation |
| Climate-related transition opportunity | Access to EU funding programs to get financial support for R&D and innovation in low-carbon technologies | Own operations | DPC | not applicable | Short, medium, long term | Major opportunity | Business strategic focus on Green Hydrogen Solutions |
The current and expected effects of Agfa's material impacts, especially those relevant in the short and medium terms, have been thoroughly evaluated and integrated into the Group’s strategy and processes. The impacts, risks and opportunities related to customers and end-users (ESRS S4) are inherently connected to Agfa’s product portfolio and innovation efforts, and as such, to the Group’s strategy and business model. These impacts, risks and opportunities inform and contribute to adapting the approach to market positioning, technological advancements, and customer-oriented solutions, as the business divisions integrate insights from customer experiences and market demands into their processes to develop products that enhance end-user safety and actively mitigate information-security risks. The list of material topics confirms the relevance of the strategy and actions implemented so far and the focus for the years to come. No significant change to address them has been made or planned. How Agfa addresses these impacts lies at the heart of this Sustainability Statement and is further described within it. When it comes to actions, all of these topics are treated with equal importance by Agfa.
Gaining a complete view of the current and anticipated financial effects of these risks and opportunities is challenging. While information is disclosed in the financial statements of this report and the disclosures pursuant to Article 8 of Regulation 2020/852 (Taxonomy Regulation), these are not yet fully available. To mitigate legal and regulatory risks, resources are allocated to analyzing the implications of new laws and regulations and implementing the necessary changes to secure Agfa's license to operate. From a business perspective, Agfa's strategic transformation journey is crucial for maintaining resilience and ensuring sustainable growth in the short, medium, and long term. As such, it is regarded as a top priority.
Agfa formalized its commitment to sustainability by carrying out a first materiality assessment in 2019 to identify the topics representing its most significant impacts on the economy, environment and people, allowing it to thoroughly analyze its main non-financial societal impacts. This internal analysis was then integrated with an external analysis regarding the significance for Agfa’s main stakeholders and hence how these issues would affect the business. The internal materiality exercise was done within the context of a Corporate Social Responsibility (CSR) workshop, resulting in the identification of six priority SDGs and 13 themes with the highest materiality for Agfa’s stakeholders. In 2021, these material topics were reviewed through a survey to ensure the adequacy of selected goals and confirm that Agfa was indeed working on priorities that were relevant to the business context.
In 2023, Agfa updated its materiality analysis in accordance with the double materiality approach introduced by the EU Commission in the Corporate Sustainability Reporting Directive (CSRD). This method, further specified in the European Sustainability Reporting Standards (ESRS), mandates the assessment of impacts, risks, and opportunities from two perspectives: financial materiality, focusing on ESG topics influencing Agfa’s financial performance, and impact materiality, considering ESG topics arising from Agfa’s activities that affect the society and environment. The results of this process, which covered Agfa’s own operations as well as its downstream and upstream value chain, are summarized in the materiality table presented on page 232 of this report. It provides insights into Environmental, Social & Governance (ESG) topics deemed material for the Group and its stakeholders. This identification reinforces Agfa’s sustainability priorities and helps the Group to ensure the relevance of its sustainability strategy and the further enhancement of its ESG performance.
The Double Materiality Assessment (DMA) was coordinated by Agfa’s Corporate Sustainability Office, supported by Internal Audit & Corporate Risk Department, and consisted in four stages:
Materiality preparation
Starting from the list of sustainability matters mentioned in Application Requirement 16 in ESRS 1 of the CSRD, the list of topics previously reported by Agfa and the ESG Industry Materiality Map available on MSCI’s website, a first selection of ESG topics was made and screened based on their relevance to the Group's business activities, site locations and the sectors it serves. This process yielded thirty-three (33) potential material topics. At this stage, Agfa’s value chain and relevant internal and external stakeholders were also mapped to shape the right double materiality process.
Impact materiality
Each of the thirty-three (33) potential material topics have been screened for identification of relevant impacts for Agfa’s own operations, upstream and/or downstream value chain. All impacts of each topic were then scored on their severity (scale and irremediability) and likelihood, with the exception of potential negative human rights’ impacts, for which only severity was considered, in line with the guidance outlined in ESRS 1.# Per topic, the highest impact
What ESG topics impact the financial performance of Agfa (in terms of turnover, market share, investments required, …)? Evaluate Risks and Opportunities (short, medium, long term)
On which ESG topics does Agfa have a significant impact? Evaluate Impact (actual and potential)
score was considered to determine impact materiality. During this process, various data sources were used to ensure its relevance, completeness and accuracy, e.g. desk research using the United Nations Environment Programme (UNEP) and World Wide Fund for Nature (WWF) risk tools, public ESG ratings, sector federations materiality information, existing internal performance indicators, enriched and validated by engaging with affected stakeholders through workshops and surveys.
The topics deemed material from an impact perspective were then screened for related risks and opportunities that (could) occur at every stage of Agfa’s own operations, upstream and/or downstream value chain. These were assessed on the scale of their (potential) financial effect and the time frame – short, medium, or long term – within which they could potentially materialize. This time horizon also served as the basis for defining their likelihood. This evaluation incorporated insights from Agfa’s Enterprise Risk Management (ERM) system, financial benchmark analysis of peers and materiality within Agfa’s value chain, encompassing both suppliers and customers. ESG risks and other types of risks were treated equally. Internal stakeholders were engaged through workshops, surveys and interviews. Specific financial stakeholders were also interviewed to gather external perspectives.
These identification and assessment rounds resulted in scores for each of the impacts, risks, and opportunities (IRO) per stakeholder cluster, which were combined using the following weights to determine final impact and financial materiality scores:
| Impact Materiality | Internal stakeholders | Sector federations | UNEP tool | Score on subtopic level | Workshop: Score per impact (criteria: severity and likelihood) | After workshop: Feedback ranking subtopic | Score on subtopic level | Count of sector federations taking subtopic into account | Score on subtopic level | Score on subtopic level for Environmental indicators |
|---|---|---|---|---|---|---|---|---|---|---|
| 60% | 20% | 20% |
| Financial Materiality | Internal stakeholders | Peers | Customers | Score on subtopic level | After workshop: Score per risk and assessment (criteria: financial impact and term) | Score on subtopic level | Count of peers considering subtopic as material | Score on subtopic level | Count of customers considering subtopic as material (desk research and questionnaire) |
|---|---|---|---|---|---|---|---|---|---|
| 60% | 10% | 30% |
These scores were validated through several sensitivity analyses to effectively reflect a combination of internal and external perspectives, with greater weight given to internal stakeholders who are well positioned to understand Agfa's specificities and applications. The consolidation was performed at Group level. No weight was assigned per business division or geography depending on their contribution to Agfa’s financial results and activities. The transformation Agfa is going through results in a misalignment between the actual financial situation and anticipated future growth of the divisions, which is difficult to materialize in sensitivity analysis. Additionally, this approach aligns with Agfa’s ERM, conducted across divisions at Group level, and facilitates the direct integration of the double materiality assessment outcomes as ESG inputs into the ERM framework.
The results of the double materiality assessment were validated during a workshop with Agfa’s Executive Leadership. A threshold of 60% was set for both impact and financial materiality, corresponding to critical and high levels of impact and/or financial materiality. This threshold was deemed a suitable compromise, effectively covering the relevant ESG topics while remaining manageable for addressing the IRO.
In 2024, the ESG Committee conducted additional qualitative review cycles to refine the evaluation of non-material topics rated between 40% and 60% for impact and/or financial materiality, ensuring that no relevant topic was overlooked. A conservative approach was adopted, adding to the list of material topics those rated between 40% and 60% for both impact and financial materiality, where internal stakeholders had scored them above 65%. As a result, six topics were reclassified as material. The final list of material topics, endorsed by the Executive Leadership and the Board of Directors, informs the reporting scope of this Sustainability Statement. Agfa recognizes the importance of regularly revising its materiality assessment to stay relevant in the ever-evolving context in which it operates and to be able to address IRO in day-to-day activities and decision-making. Consequently, Agfa plans to monitor its relevance and accuracy annually considering regulatory, commercial and knowledge developments, stakeholder engagement, evolving sector implementation guidelines, etc. A materiality re-assessment will be triggered in case of major events that significantly impact the Group’s strategy, operations, market or financial position.
Agfa's double materiality assessment outcome was further reinforced by a climate risk assessment conducted in 2024 which confirmed the identified E1 climate change and E3 water related material topics. This assessment provided the Group with a comprehensive understanding of the specific physical and transition climate risks and opportunities affecting actual and future Agfa’s business activities, both within its own operations and across the entire value chain and their financial effects. The identification and assessment of climate-related hazards used relevant regional climate projections based on a Paris aligned trajectory low emission scenario (RCP2.6 / SSP1-2.6), a business-as-usual scenario (RCP6 / SSP3-7.0) and a high emission scenario (RCP8.5 / SSP5-8.5). For climate-related transition events, the disorderly delayed transition scenario from the Network for Greening the Financial System (NGFS) framework was considered. The assessment covered different short-, medium- and long-term temporalities, respectively within two, five, and ten years for transition risks (aligned with ESRS 1) and by 2030, 2050 and 2080 for physical climate risks (adjusted to reflect the Group's current situation and the latest modeled data (1990–2020), ensuring visible impacts for informed decision-making and investment alignment). The initial step of the climate risk assessment process was to define the scope and consider the appropriate value chain, specific activities, and business dynamics—such as growth engines related to Agfa’s transformation—while also taking into account existing data and historical events related to climate change at Agfa. Through collective workshops involving internal stakeholders from all of Agfa’s business units, transition risks (including technology, market, reputational, policy and legal risks) and opportunities (such as resource efficiency, reputational benefits, market and financing opportunities) were identified and linked to the relevant Agfa assets or business activities. In the next phase, the materiality of each identified risk and opportunity was assessed based on several factors: time horizon, financial scale (ranging from insignificant to major), likelihood (from rare to actual), and duration of the transition event (punctual, continuous, or prolonged). Their financial effects were evaluated in terms of potential positive or negative impacts on the income statement (through revenues, operating costs, and capital expenditures), the balance sheet (through assets and liabilities), and cash flow, using a financial scale aligned with the one applied in the double materiality assessment. Subsequently, the material risks and opportunities were collectively validated, and the Corporate Sustainability Office ensured that sufficient mitigation measures were in place. Physical risk identification was conducted through a survey submitted to internal stakeholders representing Agfa’s three business divisions. This process also leveraged climate data from sources such as Copernicus Atlas, Climate Impact Explorers, the WWF Water Risk Filter, and the Coastal Risk Screening Tool from Climate Central. The results were then quantitatively analyzed, and the potential monetary impact was modeled. The quantitative scoring system was applied using a risk assessment approach inspired by the OCARA methodology. The impact (ranging from minor to catastrophic) was determined by multiplying exposure (from minor to vital, indicating the importance of the risk in the value chain) by vulnerability (from very low to very strong, reflecting how the hazard affects the value chain). This result was then multiplied by the probability of the hazard occurring (from very low to very high) to determine an overall risk level (low, medium, high, or critical).# AGFA-GEVAERT ANNUAL REPORT 2024
The following content index summarizes the list of ESRS Disclosure Requirements complied with in preparing the sustainability statement of this report, following the outcome of Agfa’s materiality assessment.
Agfa HealthCare was one of the first to build an Enterprise Imaging Platform from the ground up. Today, the constantly evolving and unified Enterprise Imaging Platform supports its clients with rapid, frictionless access, up-to-the-moment collaboration and a comprehensive view of patients.# AGFA-GEVAERT ANNUAL REPORT 2024
Innovation is key in the evolving print industry, and Agfa’s large-format inkjet solutions, like the Jeti Tauro, enable printing on untraditional media. This technology unlocks new markets and revenue streams, particularly in sectors like live entertainment, where customized printing is in high demand.
The European Union (EU) taxonomy is a classification system establishing a list of environmentally sustainable economic activities that could play an important role in helping the EU scale up sustainable investment and implement the European Green Deal. It is based on six environmental objectives, namely Climate Change Mitigation, Climate Change Adaptation, Sustainable Use and Protection of Water and Marine Resources, Transition to a Circular Economy, Pollution Prevention and Control, and Protection and Restoration of Biodiversity and Ecosystems.
The Regulation (EU) 2020/852, i.e. the EU Taxonomy Regulation, entered into force in July 2020 and sets out a disclosure obligation for entities in scope. The Agfa Group falls in scope of the EU Taxonomy Regulation as ‘non-financial undertakings’ and it is subject to the reporting requirements as they apply to this category. For each of the environmental objectives, eligibility and alignment criteria are defined through delegated acts.
In 2021, as the first reporting application of the Regulation, Agfa disclosed the results of a first screening of its operations to identify taxonomy eligible activities, using both the NACE codes and the activities descriptions listed in the Regulation. ‘3.17 Manufacture of plastics in primary form,’ ‘3.8 Manufacture of aluminum’ (Secondary aluminum recycling) and ‘8.1 Data processing, hosting and related activities’ (IT services and Technology Information)’ were identified as eligible activities, and others potentially classified as 'enabling', e.g. the construction of a solar park or the production of heat/cooling using waste heat (the ‘Warmtenet’ project). Unfortunately, Agfa was not able to finalize the analysis of the associated financial KPIs due to the difficulty of linking its transaction to NACE codes rather than to the Group’s divisions, as traditionally done at Agfa. These values were therefore only included the year after, in 2022, together with the eligibility and alignment reports related to Climate Change Mitigation and Climate Change Adaptation.
Since 2023, Agfa has extended the disclosures to all six environmental objectives. This means that, in addition to Climate Change Mitigation and Climate Change Adaptation, Agfa now also covers Sustainable Use and Protection of Water and Marine Resources, Transition to a Circular Economy, Pollution Prevention and Control, and Protection and Restoration of Biodiversity and Ecosystems.
Each year, Agfa carries out an in-depth screening assessment of its economic activities, considering three types of eligibility:
As a result, the following economic activities of Agfa qualify as standalone eligible activities:
The following economic activities of Agfa qualify as enabling eligible activities:
The following economic activities of Agfa qualify as transitional eligible activities:
The codes CCM, CE, PPC, and BIO refer to the environmental objectives that the activities contribute to, namely Climate Change Mitigation, the transition to a Circular Economy, Pollution Prevention and Control, and the Protection and Restoration of Biodiversity and Ecosystems. No activity eligible in relation to multiple environmental objectives has been identified.
To finalize the eligibility process, Agfa discloses the proportion of its turnover derived from products or services associated with these Taxonomy eligible economic activities. It also discloses the proportion of its capital expenditure (CapEx) and operating expenditure (OpEx) that are related to assets or processes associated with Taxonomy-eligible economic activities, those that are part of a CapEx plan to expand Taxonomy eligible activities or allow activities to become aligned or linked to the purchase of output from Taxonomy eligible activities, as well as individual measures enabling the target activities to become low-carbon or to lead to GHG reductions. These disclosures relate to the same fiscal year that is considered for the rest of the annual report.
| In 2021 | In 2022 | In 2023 | In 2024 | |
|---|---|---|---|---|
| Proportion of Turnover linked to Taxonomy-eligible economic activities | 28.0% | 27.1% | 38.8% | 35.6% |
| Proportion of CapEx linked to Taxonomy-eligible economic activities | 36.1% | 29.7% | 67.8% | 59.8% |
| Proportion of OpEx linked to Taxonomy-eligible economic activities | 31.7% | 29.3% | 47.1% | 51.2% |
Since 2023, the proportion of Turnover, CapEx, and OpEx associated with Taxonomy-eligible economic activities has notably increased compared to previous years. Several factors contribute to this surge. While the carve-out in of ex-Agfa Offset activities that occurred in 2023 modified the company profile, decreasing significantly the total turnover and OpEx of the Group used as denominators for the related Taxonomy’s indicators, Agfa has also redirected its strategic investments to its areas of growth. Various projects, such as the reinvestment in new energy assets in Belgium, the reuse of existing buildings for the construction of a new ZIRFON membrane production plant in Belgium and a Training Center in Germany, have substantially contributed to higher numerators in the OpEx and CapEx Taxonomy’s indicators. In 2024, compared to 2023, while the proportions of Turnover and OpEx remained relatively stable, the proportion of CapEx decreased, mainly due to the rise in total Group CapEx, which served as the denominator.# Taxonomy Alignment
In order to be aligned and thus qualify as environmentally sustainable according to EU Taxonomy, an eligible economic activity must also Do No Significant Harm (DNSH) to any of the other environmental objectives set out in the Taxonomy Regulation, be carried out in compliance with minimum (social) safeguards set out in the Taxonomy Regulation and comply with technical screening criteria established by the Commission through delegated acts in accordance with the Taxonomy Regulation. Given the relatively long list of eligible activities and the fact that these activities qualify due to the nature of Agfa’s business — but still require thorough documentation in line with the EU Taxonomy Regulation (such as developing a climate risk and vulnerability assessment for each eligible activity to meet the Do No Significant Harm (DNSH) criteria related to the climate change adaptation objective, while Agfa’s environmental risk assessments are currently conducted at corporate and divisional levels) — Agfa has decided to postpone the internal alignment process to demonstrate the fulfillment of DNSH and technical screening criteria and therefore does not claim any Taxonomy alignment at this stage. In the medium term, further steps may be taken to evaluate the other DNSH criteria and the Technical Screening Criteria for the most impactful eligible activities. This will help determine the relevance of adapting documentation to the Taxonomy Regulation, with the goal of increasing Agfa’s aligned performance.
| In 2021 | In 2022 | In 2023 | In 2024 | |
|---|---|---|---|---|
| Proportion of Turnover linked to Taxonomy-aligned economic activities | 0.0% | 0.0% | 0.0% | 0.0% |
| Proportion of CapEx linked to Taxonomy-aligned economic activities | 0.0% | 0.0% | 0.0% | 0.0% |
| Proportion of OpEx linked to Taxonomy-aligned economic activities | 0.0% | 0.0% | 0.0% | 0.0% |
Regarding compliance with minimum safeguards as laid out in Article 18 of the EU Taxonomy Regulation, Agfa considers that the substantive topics which remain pertinent to them, i.e. human rights (including labor and consumer rights), bribery, bribe solicitation and extortion, taxation and fair competition, are already part of its DNA and way of operating. Some process and documentation improvement points have been observed, concerning for example the human rights due diligence process, while screening Agfa’s procedures in the context of EU Taxonomy to ensure the alignment with the OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines), UN Guiding Principles on Business and Human Rights, Declaration of the International Labor Organization on Fundamental Principles and Rights at Work and International Bill of Human Rights. However, no breaches of laws and regulations regarding these four core topics have occurred, neither has Agfa refused to engage in a case taken up by an OECD National Contact Point (NCP). This Annual Report addresses in different sections Agfa’s core values and practices implemented to roll out these minimum safeguards in a responsible and respectful way. Further details on Agfa’s commitments are included in the Group’s Code of Conduct and in the chapters throughout this report.
245 AGFA-GEVAERT ANNUAL REPORT 2024
As set out in Section 1.1.1 of the Disclosures Delegated Act which defines the Turnover KPI, the KPI numerator is calculated based on the net turnover derived from products or services, including intangibles, associated with identified eligible activities such as those generated by Agfa products linked to the manufacture of plastics in primary form (PET film-based products), other low carbon technologies (ZIRFON membranes), phosphorous recovery from imaging plates, or HealthCare IT managed services (hosting activities). Agfa's reporting structure for services does not currently separate from the products revenues, to mitigate the risk for double counting, no specific turnover has been reported for eligible activities related to services, namely CE 4.1, 5.1, CE 5.2, and CE 5.3. For the KPI denominator, Section 1.1.1 of the Disclosures Delegated Act sets out that the total net turnover is calculated as amounts derived from the total sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to turnover. As such, it is in line with the revenue of Agfa’s continuing operations reported in the consolidated statement of profit or loss in the financial statement of this report. Revenue from entities under the equity method, intercompany revenue, income from subsidies, revenue from discontinued operations and IFRS 5 profit are excluded. These definitions are in line with International Financial Reporting Standards (IFRS), the reporting framework used by Agfa for the financial part of this annual report.
As set out in Section 1.1.2 of the Disclosures Delegated Act that defines the CapEx KPI, the KPI numerator is calculated based on the net CapEx from Taxonomy eligible activities that is:
These definitions are in line with the reporting framework used by Agfa for the financial part of this Annual Report. CapEx for specific projects/activities is easily traceable based on project numbers and has been listed on that basis. More general CapEx however, for instance essential replacements/renewals/enhancements to ensure the factory keeps running, have been allocated to the eligible activities based on allocation keys linked to the volumes that each activity represents in that CapEx area. For the KPI denominator, according to the Section 1.1.2 of the Disclosures Delegated Act, the total CapEx covers additions to tangible and intangible assets before depreciation, amortization and re-measurements, including assets resulting from business combinations and those resulting from revaluations or impairments for the relevant fiscal year without fair value changes. Considering that no adjustment is made to CapEx when transitioning to free cash flow, it aligns with the CapEx reported in the Group's free cash flow report.
As set out in the Section 1.1.3 of the Disclosures Delegated Act which defines the OpEx KPI, the KPI numerator is calculated based on the net OpEx from Taxonomy eligible activities that is:
246 SUSTAINABILITY STATEMENTS - Environmental INFORMATION
For the KPI denominator, according to Section 1.1.3 of the Disclosures Delegated Act, the total OpEx covers direct non-capitalized costs relating to R&D (not included in CapEx), building renovation measures, short-term lease, maintenance and repair and any other direct expenditures relating to day-to-day servicing of assets of property, plant & equipment (PPE) by the company or a third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets. These ‘Other direct expenses’ exclude non-exhaustively, as per the Disclosures Delegated Act frequently asked questions (FAQ) document published by the EU Commission on February 5, 2022: overheads, raw materials, cost of employee operating the machine, cost of managing R&D projects, electricity/fluids needed to operate PPE, but include maintenance material, cost of employee repairing a machine, cost of employee cleaning a factory, IT dedicated to maintenance. These definitions are not fully in line with the reporting framework used by Agfa for the financial part of this Annual Report. Therefore, Agfa has made sure that all reported figures are documented and auditable, minimizing the number of assumptions to the maximum. Agfa believes that the applied methodology covers most cost centers with limited deviations and therefore no significant gaps are expected: R&D has been directly retrieved from Agfa’s Profit & Loss statement. Building renovation measures, maintenance and repair and any other direct expenditures relating to day-to-day servicing have been considered together in order to avoid double counting in the allocation in the numerator across economic activities. Figures are retrieved out of a dedicated G/L account for ‘Repair and Maintenance Expenses & Quality Expenses’ that comprises all external costs related to repair and maintenance, including cleaning and security expenses. For internal costs, Agfa has decided to avoid the combination of information from different cost accounts in order to keep a clear source of information and avoid double counting in the allocation of the numerator across economic activities. Instead, the Group has assumed for all companies, except the biggest contributor Agfa-Gevaert NV and Agfa-Gevaert HealthCare GmbH, that this account covers all relevant costs.For Agfa-Gevaert NV and Agfa-Ge- vaert HealthCare GmbH, this account was replaced with only relevant external costs completed by the sum of all maintenance and special repairs (both internal and external) registered on all cost centers within Agfa-Gevaert NV (excluding of course the R&D cost centers to avoid double count). Short-term lease is retrieved out of a dedicated G/L account ‘Lease Costs of Low Value Assets and Short-term Leases’.
Proportion of Turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2024
Financial year 2024
| Economic activities (1) | Code (2) | Turnover (3) | Proportion of turnover (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular economy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) turnover, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1 Environmental sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Turnover of environmental sustainable activities (Taxonomy-aligned) (A.1) | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| Of which enabling | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| E | |||||||||||||||||||
| Of which transitional | € - | 0.0% | 0.0% | 0.0% | 0 | 0 | 0 | 0 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| T | |||||||||||||||||||
| A.2 Taxonomy-eligible but not environmental sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Manufacture of other low carbon technologies | CCM 3.6 | € 29,682,594 | 2.6% | EL | NEL | NEL | NEL | NEL | NEL | 2.0% | |||||||||
| Manufacture of plastics in primary form | CCM 3.17 | € 358,687,793 | 31.5% | EL | NEL | NEL | NEL | NEL | NEL | 35.4% | |||||||||
| Electricity generation using solar photovoltaic technology | CCM 4.1 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Storage of thermal energy | CCM 4.11 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| District heating/cooling distribution | CCM 4.15 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| High-efficiency co-generation of heat/cool and power from fossil gaseous fuels | CCM 4.30 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Construction, extension and operation of waste water collection and treatment | CCM 5.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Material recovery from non-hazardous waste | CCM 5.9 | € 3,847,698 | 0.3% | EL | NEL | NEL | NEL | NEL | NEL | 0.4% | |||||||||
| Operation of personal mobility devices, cycle logistics | CCM 6.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM 7.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM 7.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Data processing, hosting and related activities | CCM 8.1 | € 13,197,902 | 1.2% | EL | NEL | NEL | NEL | NEL | NEL | 0.9% | |||||||||
| Manufacture of electrical and electronic equipment | CE 1.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Treatment of hazardous waste | CE 2.4 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Renovation of existing buildings | CE 3.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Demolition and wrecking of buildings and other structures | CE 3.3 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Provision of IT/OT data-driven solutions | CE 4.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Repair, refurbishment and remanufacturing | CE 5.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Sale of spare parts | CE 5.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Preparation for re-use of end-of-life products and product components | CE 5.3 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Remediation of contaminated sites and areas | PPC 2.4 | € - | 0.0% | NEL | NEL | NEL | EL | NEL | NEL | 0.0% | |||||||||
| Conservation, including restoration, of habitats, ecosystems and species | BIO 1.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Turnover of Taxonomy-eligible but not environmentally sustain- able (A.2) activities (not Taxonomy-aligned activities) (A.2) | € 405,415,987 | 35.6% | 35.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 38.8% | ||||||||||
| A. Turnover of Taxonomy-eligible activities (A.1 + A.2) | € 405,415,987 | 35.6% | 35.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 38.8% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Turnover of Taxonomy-non-eligible activities (B) | € 732,584,013 | 64.4% | |||||||||||||||||
| TOTAL (A + B) | € 1,138,000,000 | 100.0% |
249
AGFA-GEVAERT ANNUAL REPORT 2024
Financial year 2024
| Economic activities (1) | Code (2) | Turnover (3) | Proportion of turnover (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular economy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) turnover, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1 Environmental sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Turnover of environmental sustainable activities (Taxonomy-aligned) (A.1) | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| Of which enabling | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| E | |||||||||||||||||||
| Of which transitional | € - | 0.0% | 0.0% | 0.0% | 0 | 0 | 0 | 0 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | 0.0% | |||
| T | |||||||||||||||||||
| A.2 Taxonomy-eligible but not environmental sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Manufacture of other low carbon technologies | CCM 3.6 | € 29,682,594 | 2.6% | EL | NEL | NEL | NEL | NEL | NEL | 2.0% | |||||||||
| Manufacture of plastics in primary form | CCM 3.17 | € 358,687,793 | 31.5% | EL | NEL | NEL | NEL | NEL | NEL | 35.4% | |||||||||
| Electricity generation using solar photovoltaic technology | CCM 4.1 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Storage of thermal energy | CCM 4.11 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| District heating/cooling distribution | CCM 4.15 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| High-efficiency co-generation of heat/cool and power from fossil gaseous fuels | CCM 4.30 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Construction, extension and operation of waste water collection and treatment | CCM 5.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Material recovery from non-hazardous waste | CCM 5.9 | € 3,847,698 | 0.3% | EL | NEL | NEL | NEL | NEL | NEL | 0.4% | |||||||||
| Operation of personal mobility devices, cycle logistics | CCM 6.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM 7.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM 7.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Data processing, hosting and related activities | CCM 8.1 | € 13,197,902 | 1.2% | EL | NEL | NEL | NEL | NEL | NEL | 0.9% | |||||||||
| Manufacture of electrical and electronic equipment | CE 1.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Treatment of hazardous waste | CE 2.4 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Renovation of existing buildings | CE 3.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Demolition and wrecking of buildings and other structures | CE 3.3 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Provision of IT/OT data-driven solutions | CE 4.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Repair, refurbishment and remanufacturing | CE 5.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Sale of spare parts | CE 5.2 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Preparation for re-use of end-of-life products and product components | CE 5.3 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Remediation of contaminated sites and areas | PPC 2.4 | € - | 0.0% | NEL | NEL | NEL | EL | NEL | NEL | 0.0% | |||||||||
| Conservation, including restoration, of habitats, ecosystems and species | BIO 1.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| Turnover of Taxonomy-eligible but not environmentally sustain- able (A.2) activities (not Taxonomy-aligned activities) (A.2) | € 405,415,987 | 35.6% | 35.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 38.8% | ||||||||||
| A. Turnover of Taxonomy-eligible activities (A.1 + A.2) | € 405,415,987 | 35.6% | 35.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 38.8% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Turnover of Taxonomy-non-eligible activities (B) | € 732,584,013 | 64.4% | |||||||||||||||||
| TOTAL (A + B) | € 1,138,000,000 | 100.0% |
250
Financial year 2024
| Economic activities (1) | Code (2) | CapEx (3) | Proportion of CapEx (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Biodiversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular econ- omy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) CapEx, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. |
| Economic activities (1) | Code (2) | CapEx (3) | Proportion of CapEx (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Bio- diversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular econ- omy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) CapEx, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1 Environmental sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| CapEx of environmental sustainable activities (Taxonomy-aligned) (A.1) | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||
| Of which enabling | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||
| E Of which transitional | € - | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||||||
| T | |||||||||||||||||||
| A.2 Taxonomy-eligible but not environmental sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Manufacture of other low carbon technologies | CCM 3.6 | € 13,396,418 | 29.9% | EL | NEL | NEL | NEL | NEL | NEL | 20.9% | |||||||||
| Manufacture of plastics in primary form | CCM 3.17 | € 4,601,183 | 10.3% | EL | NEL | NEL | NEL | NEL | NEL | 33.1% | |||||||||
| Electricity generation using solar photovoltaic technology | CCM 4.1 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Storage of thermal energy | CCM 4.11 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| District heating/cooling distribution | CCM 4.15 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.1% | |||||||||
| High-efficiency co-generation of heat/cool and power from fossil gaseous fuels | CCM 4.30 | € 130,530 | 0.3% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Construction, extension and operation of waste water collection and treatment | CCM 5.3 | € 172,385 | 0.4% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Material recovery from non-hazardous waste | CCM 5.9 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Operation of personal mobility devices, cycle logistics | CCM 6.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | € 5,651,028 | 12.6% | EL | NEL | NEL | NEL | NEL | NEL | 0.1% | |||||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM 7.4 | € 299,908 | 0.7% | EL | NEL | NEL | NEL | NEL | NEL | 2.9% | |||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM 7.5 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Data processing, hosting and related activities | CCM 8.1 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Manufacture of electrical and electronic equipment | CE 1.2 | € 754,483 | 1.7% | NEL | NEL | NEL | NEL | EL | NEL | 5.4% | |||||||||
| Treatment of hazardous waste | CE 2.4 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Renovation of existing buildings | CE 3.2 | € 1,405,245 | 3.1% | NEL | NEL | NEL | NEL | EL | NEL | 3.7% | |||||||||
| Demolition and wrecking of buildings and other structures | CE 3.3 | € 358,995 | 0.8% | NEL | NEL | NEL | NEL | EL | NEL | 1.6% | |||||||||
| Provision of IT/OT data-driven solutions | CE 4.1 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Repair, refurbishment and remanufacturing | CE 5.1 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Sale of spare parts | CE 5.2 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Preparation for re-use of end-of-life products and product components | CE 5.3 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Remediation of contaminated sites and areas | PPC 2.4 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Conservation, including restoration, of habitats, ecosystems and species | BIO 1.1 | € - | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| CapEx of Taxonomy-eligible but not environmentally sustainable (A.2) activities (not Taxonomy-aligned activities) | (A.2) | € 26,770,175 | 59.8% | 54.1% | 0.0% | 0.0% | 0.0% | 5.6% | 0.0% | 67.8% | |||||||||
| A. CapEx of Taxonomy-eligible activities (A.1 + A.2) | € 26,770,175 | 59.8% | 54.1% | 0.0% | 0.0% | 0.0% | 5.6% | 0.0% | 67.8% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| CapEx of Taxonomy-non-eligible activities | (B) | € 18,029,825 | 40.2% | ||||||||||||||||
| TOTAL (A + B) | € 44,800,000 | 100.0% |
251 AGFA-GEVAERT ANNUAL REPORT 2024
| Economic activities (1) | Code (2) | OpEx (3) | Proportion of OpEx (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Bio- diversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular econ- omy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) OpEx, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1 Environmental sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| OpEx of environmental sustainable activities (Taxonomy-aligned) (A.1) | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||
| Of which enabling | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||
| E Of which transitional | € - | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | |||||||
| T | |||||||||||||||||||
| A.2 Taxonomy-eligible but not environmental sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| Manufacture of other low carbon technologies | CCM 3.6 | € 3,655,544 | 2.9% | EL | NEL | NEL | NEL | NEL | NEL | 1.1% | |||||||||
| Manufacture of plastics in primary form | CCM 3.17 | € 43,315,833 | 34.4% | EL | NEL | NEL | NEL | NEL | NEL | 33.5% | |||||||||
| Electricity generation using solar photovoltaic technology | CCM 4.1 | € 72,744 | 0.1% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Storage of thermal energy | CCM 4.11 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| District heating/cooling distribution | CCM 4.15 | € 795,144 | 0.6% | EL | NEL | NEL | NEL | NEL | NEL | 0.6% | |||||||||
| High-efficiency co-generation of heat/cool and power from fossil gaseous fuels | CCM 4.30 | € 2,439,602 | 1.9% | EL | NEL | NEL | NEL | NEL | NEL | 2.3% | |||||||||
| Construction, extension and operation of waste water collection and treatment | CCM 5.3 | € 2,455,393 | 1.9% | EL | NEL | NEL | NEL | NEL | NEL | 1.5% | |||||||||
| Material recovery from non-hazardous waste | CCM 5.9 | € 28,649 | 0.02% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Operation of personal mobility devices, cycle logistics | CCM 6.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | € 3,566,136 | 2.8% | EL | NEL | NEL | NEL | NEL | NEL | 1.6% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM 7.4 | € 187,526 | 0.1% | EL | NEL | NEL | NEL | NEL | NEL |
252 SUSTAINABILITY STATEMENTS - Environmental INFORMATION# AGFA-GEVAERT ANNUAL REPORT 2024
OpEx of environmental sustainable activities (Taxonomy-aligned) (A.1)
| Economic activities (1) | Code (2) | OpEx (3) | Proportion of OpEx (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Bio- diversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular econ- omy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) OpEx, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| OpEx of environmental sustainable activities (Taxonomy-aligned) (A.1) | | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | | |
| Of which enabling | | € - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | N | N | N | N | N | N | N | 0.0% | | |
| Of which transitional | | € - | 0.0% | | | | | | | N | N | N | N | N | N | N | 0.0% | | |
| Economic activities (1) | Code (2) | OpEx (3) | Proportion of OpEx (4) | Climate change mitigation (5) | Climate change adaptation (6) | Water (7) | Pollution (8) | Circular economy (9) | Bio- diversity (10) | Climate change mitigation (11) | Climate change adaption (12) | Water (13) | Pollution (14) | Circular econ- omy (15) | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy- aligned (A.1) or -eligible (A.2) OpEx, year 2023 (18) | Category enabling activity (19) | Category transitional activity (20) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manufacture of other low carbon technologies | CCM 3.6 | € 3,655,544 | 2.9% | EL | NEL | NEL | NEL | NEL | NEL | 1.1% | |||||||||
| Manufacture of plastics in primary form | CCM 3.17 | € 43,315,833 | 34.4% | EL | NEL | NEL | NEL | NEL | NEL | 33.5% | |||||||||
| Electricity generation using solar photovoltaic technology | CCM 4.1 | € 72,744 | 0.1% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Storage of thermal energy | CCM 4.11 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| District heating/cooling distribution | CCM 4.15 | € 795,144 | 0.6% | EL | NEL | NEL | NEL | NEL | NEL | 0.6% | |||||||||
| High-efficiency co-generation of heat/cool and power from fossil gaseous fuels | CCM 4.30 | € 2,439,602 | 1.9% | EL | NEL | NEL | NEL | NEL | NEL | 2.3% | |||||||||
| Construction, extension and operation of waste water collection and treatment | CCM 5.3 | € 2,455,393 | 1.9% | EL | NEL | NEL | NEL | NEL | NEL | 1.5% | |||||||||
| Material recovery from non-hazardous waste | CCM 5.9 | € 28,649 | 0.02% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Operation of personal mobility devices, cycle logistics | CCM 6.4 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | € 3,566,136 | 2.8% | EL | NEL | NEL | NEL | NEL | NEL | 1.6% | |||||||||
| Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | CCM 7.4 | € 187,526 | 0.1% | EL | NEL | NEL | NEL | NEL | NEL | 0.1% | |||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM 7.5 | € 82,800 | 0.1% | EL | NEL | NEL | NEL | NEL | NEL | 0.1% | |||||||||
| Data processing, hosting and related activities | CCM 8.1 | € - | 0.0% | EL | NEL | NEL | NEL | NEL | NEL | 0.0% | |||||||||
| Manufacture of electrical and electronic equipment | CE 1.2 | € 7,333,978 | 5.8% | NEL | NEL | NEL | NEL | EL | NEL | 5.7% | |||||||||
| Treatment of hazardous waste | CE 2.4 | € 623,311 | 0.5% | NEL | NEL | NEL | NEL | EL | NEL | 0.4% | |||||||||
| Renovation of existing buildings | CE 3.2 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Demolition and wrecking of buildings and other structures | CE 3.3 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.3% | |||||||||
| Provision of IT/OT data-driven solutions | CE 4.1 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Repair, refurbishment and remanufacturing | CE 5.1 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Sale of spare parts | CE 5.2 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Preparation for re-use of end-of-life products and product components | CE 5.3 | € - | 0.0% | NEL | NEL | NEL | NEL | EL | NEL | 0.0% | |||||||||
| Remediation of contaminated sites and areas | PPC 2.4 | € - | 0.0% | NEL | NEL | NEL | EL | NEL | NEL | 0.0% | |||||||||
| Conservation, including restoration, of habitats, ecosystems and species | BIO 1.1 | € 75 | 0.0% | NEL | NEL | NEL | NEL | NEL | EL | 0.0% | |||||||||
| OpEx of Taxonomy-eligible but not environmentally sustainable (A.2) activities (not Taxonomy-aligned activities) (A.2) | € 64,556,690 | 51.2% | 44.9% | 0.0% | 0.0% | 0.0% | 0.0% | 6.3% | 0.0% | 47.1% | |||||||||
| A. OpEx of Taxonomy-eligible activities (A.1 + A.2) | € 64,556,690 | 51.2% | 44.9% | 0.0% | 0.0% | 0.0% | 0.0% | 6.3% | 0.0% | 47.1% |
OpEx of Taxonomy-non-eligible activities (B)
| Economic activities (1) | Amount | % | Amount | % | Amount | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| OpEx of Taxonomy-non-eligible activities (B) | € 61,542,560 | 48.8% | | | | |
| TOTAL (A + B) | € 126,099,250 | 100.0% | | | | |
253
| Row | Nuclear energy related activities |
|---|---|
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. |
| Row | Fossil gas related activities |
|---|---|
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. |
With the best-in-class ZIRFON membranes for green hydrogen production, Agfa is in a strong position to help power the green energy transition. ZIRFON is a high-efficiency separator for use in advanced alkaline water electrolysis systems with exceptional stability and safety, even in the dynamic power supply environment of renewable energies.
| Row | Economic activities | KPI Turnover | KPI CapEx | KPI OpEx |
|---|---|---|---|---|
| 1 | Amount and proportion of economic activity referred to in row 1 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 2 | Amount and proportion of economic activity referred to in row 2 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 3 | Amount and proportion of economic activity referred to in row 3 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 4 | Amount and proportion of economic activity referred to in row 4 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 5 | Amount and proportion of economic activity referred to in row 5 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 6 | Amount and proportion of economic activity referred to in row 6 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | € 732,548,013 | 100.0% | € 18,029,825 |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI | € 732,548,013 | 100.0% | € 18,029,825 |
254# Taxonomy-non-eligible economic activities
| KPI | Turnover | KPI | CapEx | KPI | OpEx |
|---|---|---|---|---|---|
| Row | Economic activities | Amount | % | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 2 | Amount and proportion of economic activity referred to in row 2 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 3 | Amount and proportion of economic activity referred to in row 3 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 4 | Amount and proportion of economic activity referred to in row 4 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 5 | Amount and proportion of economic activity referred to in row 5 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 6 | Amount and proportion of economic activity referred to in row 6 of 'Nuclear and fossil gas related activities' that is taxonomy-non-eligi- ble in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI | € - | 0.0% | € - | 0.0% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | € 732,548,013 | 100.0% | € 18,029,825 | 100.0% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI | € 732,548,013 | 100.0% | € 18,029,825 | 100.0% |
255 AGFA-GEVAERT ANNUAL REPORT 2024
| Row | Nuclear energy related activities |
|---|---|
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. |
| Row | |
|---|---|
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generationfacilities that produce heat/cool using fossil gaseous fuels. |
Sustainability is a long-term journey, yet climate change demands immediate action. As a manufacturing company, Agfa acknowledges the significant environmental impact of its operations, primarily through greenhouse gas (GHG) emissions from its manufacturing activities. This was confirmed by the materiality assessment described on page 232 of this report. In addition to responsibly managing this impact, Agfa recognizes the importance of mitigating finan- cial risks related to raw material cost fluctuations, energy availability, technological limitations, and evolving climate regulations. To help address this global challenge, Agfa fully supports urgent climate action and the objectives of the Paris Agreement. This commitment is reflected in various internal measures to enhance energy efficiency across Agfa’s operations, as well as in the development of innovative products and solutions that contribute to the growth of the green energy market in the entire value chain. Agfa is not excluded from the EU Paris-aligned Benchmarks and has developed its transition plan for climate change mitigation as part of its annual sustainability strategy and goals, outlined on page 258 of this report. This plan has been validated by the Executive Leadership and the Board of Directors. It is primarily driven by a carbon reduction strategy focusing on scope 1 and 2 GHG emissions at Agfa's sites in Belgium, the Group’s main emitter due to the nature of its manufacturing operations. In alignment with the revised ‘Fit for 55’ package that falls under the umbrella of the EU Green Deal following the climate targets set in the Paris Agreement and applicable to the sectors covered by the European Union Emissions Trading System (EU ETS) and, therefore, to Agfa’s sites in Mortsel, Agfa aims to achieve a 62% reduction in combined scope 1 and 2 GHG emissions by 2030 using 2006 as the base year for its Belgian sites. In the short term, this target will be adapted to integrate scope 3 GHG emissions and to enable their submission for validation to the Science Based Targets initiative (SBTi). Most of the Scope 1 and 2 emissions reductions are dependent on a reinvestment plan in energy production in Belgium. The installation of new energy assets, e.g. an industrial heat pump, a mechanical vapor compression and an electrical boiler, which started in 2024 and will continue until the end of 2025, will allow Agfa to be efficient and flexible in its energy mix management to reduce CO 2 emissions while balancing costs. Other decarbonization levers involve the continuous improvement of manufacturing processes. More details are provided in the disclosures pursuant to Article 8 of Regulation 2020/852 (Taxonomy Regulation) and in the following sections.
To contribute to global climate action, Agfa is committed to continuously improving the balance between environ- mental impact and economic performance within its operations. In this regard, the Corporate Governance Charter, published on Agfa's website, for which the Board of Directors holds ultimate accountability for implementation, includes Agfa’s Safety, Health, and Environmental Policy as well as its Energy Policy to address the areas of climate change and energy efficiency. Agfa’s Environmental Policy is founded on the principle that comprehensive environmental protection is given the same priority as high product quality and commercial efficiency. It ensures that products are designed, developed, and manufactured in a way that minimizes environmental impact across their entire lifecycle, including production, transportation, storage, usage, and waste treatment. Similarly, the Energy Policy reflects Agfa’s commitment to improving energy efficiency and reducing CO₂ emis- sions in all aspects of operational management. While it does not address explicitly renewable energy deployment, it mandates the early assessment of environmental and energy aspects in project development, incorporating the best available techniques and economically viable practices. Additionally, energy efficiency is considered a key factor in the evaluation and procurement of products and services.
These key principles are also integrated into the Group Sustainability Management Policy, endorsed by the Corpo- rate Sustainability Office. The Supplier Code of Conduct under the accountability of the Purchasing Department also expresses Agfa’s willingness to work with suppliers that make efforts to reduce their carbon footprint. Both policies are publicly available.
Agfa demonstrates a proactive approach to implement its climate change policies, contributing to meaningful carbon reductions and energy savings across its operations, mainly through actions in the areas of energy efficiency, sustain- able mobility and value chain engagement.
Agfa's sites in Belgium, which generate most of the Group’s environmental impact, have been using a Combined Heat and Power (CHP) system for several years. This technology generates simultaneously electricity and heat from a single fuel source, optimizing energy use by capturing heat that would otherwise be wasted. The system achieves a primary energy saving of approximately 30%, translating into an annual reduction of 105,000 MWh of gas (equivalent to over 5,000 households) and 7,500 MWh of electricity (equivalent to 1,500 households). Agfa's CHP initiative can be found back in the Taxonomy disclosures under the activity CCM 4.30 "Flexible energy mix management with High-ef- ficiency co-generation of heat/cool and power from fossil gaseous fuels". To reduce its dependency on gas, Agfa recently invested in three new energy assets for integration into its energy infrastructure in Belgium.# AGFA-GEVAERT ANNUAL REPORT 2024
In multiple countries, Agfa has introduced a new car policy excluding cars with CO 2 emissions higher than 120 g/km (WLTP standard) from its range and promoting Electric Vehicles (EV) and Plug-in Hybrid Electric Vehicles (PHEV). This is supported by infrastructure adaptations, e.g. the installation of 131 charging stations in Agfa's sites in Belgium. In addition to fleet improvements, Agfa encourages eco-friendly commuting alternatives by offering local bike leases, carpooling, and fiscal incentives where possible. These actions are included in disclosures under the Taxonomy regulation activities CCM 6.4 “Operation of personal mobility devices, cycle logistics”, CCM 6.5 “Transport by motorbikes, passenger cars and light commercial vehicles" and CCM 7.4 “Installation, maintenance and repair of charging stations for electric vehicles in buildings and parking spaces attached to buildings”.
A substantial portion of Agfa’s Scope 3 Greenhouse Gas (GHG) emissions comes from purchased goods and services. While Agfa has already initiated supplier engagement, as outlined in the Governance section of this Sustainability Statement, further actions will be necessary to address these emissions. In the short and medium term, Agfa will focus on improving data quality and on defining relevant Scope 3 targets and emission reduction strategy.
Although the impact of activity CCM 4.15 “District heating/cooling distribution” on EU Taxonomy KPIs is limited, Agfa remains engaged in “Warmte Verzilverd” , a regional project in Belgium with direct citizen participation and financial support from the Flemish government. This initiative aims to use industrial residual heat to provide heating for homes. Residual heat from Agfa's Mortsel site currently supplies central heating and hot water for more than 300 households.
Agfa has set qualitative climate targets as part of its annual corporate sustainability strategy and goals, outlined on page 226 of this report. In 2024, these targets were linked to the right deployment of carbon reduction plan levers, namely the timely installation of the new energy assets described in the previous paragraph and the exploration of new greenhouse gas (GHG) reduction opportunities through solar installation expansion. Considering the application of the new Corporate Sustainability Reporting Directive and Agfa’s ambition to submit its targets for validation to the Science Based Targets initiative (SBTi), it also included the adoption of internal methodologies to be able to account for Scope 3 GHG emissions and publicly report them for the first time as of this year. This has been achieved and marks a key milestone to be able in the short term to include them in the scope of GHG emission reduction targets, which currently only cover Scopes 1 and 2. Further efforts will also be made to minimize the reliance on estimations and spend-based data for Scope 3 GHG emissions, which is currently based on very conservative calculations, and to achieve greater accuracy by aligning more closely with actual figures.
In regard to the carbon reduction plan, in 2023, Agfa has set GHG emission reduction targets for combined Scopes 1 and 2 at 62% by 2030, based on a 2006 baseline year for Belgian sites, primary contributors to Agfa’s global GHG emissions. This has been determined following the revised ‘Fit for 55’ package that falls under the umbrella of the EU Green Deal, following the climate targets set in the Paris Agreement. This ‘Fit for 55’ package recently increased the overall ambition of emissions reductions by 2030 to 62% compared to 2005 levels in the sectors covered by the European Union Emissions Trading System (EU ETS), to which Agfa sites in Mortsel are subject. In the absence of reliable details on GHG emissions Scope 2 in 2005, Agfa considered 2006 levels as baseline. Best practices, provisions from the Belgian Energy Policy Agreement ( EBO: energiebeleidsovereenkomst ) and externally available guidance such as relevant manuals from the GHG protocol and SBTi have been considered to define this carbon reduction plan. Both qualitative and quantitative targets are defined and proposed by the Corporate Sustainability Office, in collab- oration with the Processes Energy & Mechanics (PEM) team of Agfa in Belgium to the Executive Leadership and the Board of Directors for approval. No external stakeholders are involved in this process.
258 SUSTAINABILITY STATEMENTS - Environmental INFORMATION
The main decarbonization levers are energy efficiency improvements and consumption reductions. While Agfa has almost met its 2030 target in 2024, the comparability of GHG emissions between the baseline and reporting year may be affected by significant changes resulting from the Group’s reorganizations since 2006 — such as the recent divestment of Agfa Offset Solutions in 2023. These changes have substantially altered the company’s profile, which has since shifted toward other types of activities. The combined Scope 1 and 2 GHG emissions intensity for Agfa’s sites in Belgium amounted to 53,7 tCO₂eq per million euro in 2024, versus 47,1 tCO₂eq per million euro in 2006, driven by a significant decrease in production volume and associated GHG emissions (61.058 tCO₂eq in 2024 versus 160.066 tCO₂eq in 2006), and in revenue (1.138 million euro in 2024 versus 3.401 million euro in 2006). As a result, it is impracticable to recreate fully comparable historical data. However, Agfa remains committed to identifying and implementing further measures in alignment with its business transformation strategy and economic feasibility. Additional reductions are expected with the activation of new energy assets, facilitating electrification, as previously outlined. These developments will be integrated as Agfa refines its roadmap for 2030 and beyond, ahead of submis- sion for validation by the Science Based Targets initiative (SBTi) in 2025.
| Combined Scope 1 and 2 (location-based) | Base year 2006 | Target year 2030 | Reporting year 2024 performance vs. baseline |
|---|---|---|---|
| GHG emissions (CO 2 eq) | 160,066 | 60,825 | -62% |
| 61,058 | |||
| -62% |
Agfa falls under the NACE code 2059, which is categorized as a high climate impact sector. 2059 falls under section C in the Annex I to Regulation (EC) No 1893/2006. The metrics related to energy, reported in the following tables, are subject to scope limitations. They include data from Agfa’s sites in Belgium, which are considered the primary drivers of Agfa’s global environmental footprint in this regard due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufactur- ing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded. The origin of the electricity is based on the percentages specified in the energy contract, making it an estimate.
This consists of the installation of:
* An industrial heat pump designed to generate hot water from waste heat, improving energy recovery.
* A mechanical vapor compression system, which converts a portion of the hot water from the heat pump into steam.
* An electrical boiler integrated into Agfa’s steam grid to generate additional steam during periods of electricity surplus, capitalizing on abundant green energy such as solar power.
While the electrical boiler is already operational since the end of 2024, full project completion is expected in 2025. Agfa believes this combination of energy assets will enhance efficiency and flexibility in managing energy sources, enabling CO₂ emissions reductions while balancing costs in line with production planning and purchasing condi- tions. Altogether, these initiatives, are expected to reduce Agfa’s Scope 1 CO 2 emissions by 17,000 tons. However, the ability to optimize these energy assets depends heavily on the availability and allocation of financial resources. Beyond significant upfront investments, which are outlined in the EU Taxonomy under activity CCM 7.3 “Installa- tion, maintenance, and repair of energy efficiency equipment,” fluctuating energy demand, especially in industrial production, and low gas prices can make gas-fired power generation more economical. This can lead to reliance on more emissions-intensive sources, even when more sustainable options are available, thereby undermining efforts to reduce carbon footprints. Although the impact on EU Taxonomy Key Performance Indicators (KPIs) is more limited, actions in regard to maintenance and energy efficiency awareness campaigns remain fundamental measures. Monitoring and planning projects that can improve overall energy efficiency, be it by inspecting for compressed air leakages and reduction of steam losses, upgrading machinery, or systematically replacing classical light bulbs by efficient LED lights for example, are continuously performed. A further expansion of the on-site photovoltaic solar installation in Belgium is also being explored for the medium term. These are included in Agfa’s Taxonomy regulation disclosures through the eligible activities CCM 4.1 “Electricity generation using solar photovoltaic technology”, CCM 7.3 “Installation, mainte- nance and repair of energy efficiency equipment” and CCM 7.5 “Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings”.# Energy Consumption and Mix
| Metric | Value |
|---|---|
| Fuel consumption from coal and coal products (MWh) | 0 |
| Fuel consumption from crude oil and petroleum products (MWh) | 0 |
| Fuel consumption from natural gas (MWh) | 309,273 |
| Fuel consumption from other fossil sources (MWh) | 341 |
| Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources (MWh) | 9,584 |
| Total fossil energy consumption (MWh) | 319,198 |
| Share of fossil sources in total energy consumption (%) | 95.0 |
| Consumption from nuclear sources (MWh) | 16,006 |
| Share of consumption from nuclear sources in total energy consumption (%) | 4.8 |
| Fuel consumption for renewable sources, including biomass (MWh) | 0 |
| Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) | 0 |
| The consumption of self-generated non-fuel renewable energy (MWh) | 766 |
| Total renewable energy consumption (MWh) | 766 |
| Share of renewable sources in total energy consumption (%) | 0.2 |
| Total energy consumption (MWh) | 335,970 |
| Metric | Value |
|---|---|
| Non-renewable energy production (MWh) | 74,070 |
| Renewable energy production (MWh) | 766 |
| Total energy production (MWh) | 74,836 |
| Metric | Value |
|---|---|
| Total net revenue, as stated in the financial statements on page 306 (million euro) | 1,138 |
| Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors (MWh/million euro) | 295.2 |
259
AGFA-GEVAERT ANNUAL REPORT 2024
E1-6
The metrics related to Scope 1 and Scope 2 GHG emissions, reported in the following table, are subject to scope limitations. They include data from Agfa’s sites in Belgium, which are considered the primary drivers of Agfa’s global environmental footprint in this regard due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufacturing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded from Scope 1 and 2 GHG emissions. Scope 3 GHG emissions are not impacted and cover the whole Group.
| Metric | Value |
|---|---|
| Scope 1 GHG emissions Gross Scope 1 GHG emissions (tCO₂eq) | 57,210 |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) | 94.5 |
| Scope 2 GHG emissions Gross location-based Scope 2 GHG emissions (tCO₂eq) | 3,848 |
| Gross market-based Scope 2 GHG emissions (tCO₂eq) | 3,671 |
| Significant Scope 3 GHG emissions | |
| 3.1 Purchased goods and services | 130,265 |
| 3.2 Capital goods | 5,926 |
| 3.3 Fuel and energy-related activities not included in Scope 1 or Scope 2 | 13,130 |
| 3.4 Upstream transportation and distribution | 15,075 |
| 3.5 Waste generated in operations | 4,104 |
| 3.6 Business traveling | 4,985 |
| 3.7 Employee commuting | 2,776 |
| 3.8 Upstream leased assets | 1,554 |
| 3.9 Downstream transportation | 7,459 |
| 3.10 Processing of sold products | - |
| 3.11 Use of sold products | 64,223 |
| 3.12 End-of-life treatment of sold products | 354,104 |
| 3.13 Downstream leased assets | - |
| 3.14 Franchises | - |
| 3.15 Investments | - |
| Total Gross Scope 3 GHG emissions (tCO₂eq) | 603,611 |
| Total Scopes 1, 2 and 3 GHG emissions | |
| Total GHG emissions (tCO₂eq) - location-based | 664,669 |
| Total GHG emissions (tCO₂eq) - market-based | 664,492 |
Information about GHG emissions targets can be found in E1-4 Targets related to climate change mitigation.
| Metric | Value |
|---|---|
| Total net revenue, as stated in the financial statements on page 306 (million euro) | 1,138 |
| Total GHG emissions (location-based) per net revenue (tCO₂eq/million euro) | 584.1 |
| Total GHG emissions (market-based) per net revenue (tCO₂eq/million euro) | 583.9 |
260
SUSTAINABILITY STATEMENTS - Environmental INFORMATION
Agfa understands greenhouse gases (GHG), as those set out by the United Nations Kyoto Protocol. For the purpose of CSRD reporting, GHG Scope 1 emissions have been calculated in CO₂eq, using the Global Warming Potentials (GWPs) applied in the calculation of CO₂eq based on the Intergovernmental Panel on Climate Change (IPCC) Fifth Assessment Report (AR5) over a 100-year period. This value is presented in the preceding table. However, in addition to being ISO 14001 certified for their environmental management systems and therefore annually audited, Agfa’s sites in Belgium comply with the provisions of the Belgian Energy Policy Agreement (EBO: energiebeleidsovereenkomst) and the caps set by the European Union Emissions Trading System (EU ETS). The EBO sets applicability criteria defining thresholds for primary energy use. Based on this, Agfa's sites in Belgium typically report following the methodology and assumptions prescribed for the yearly EU ETS reporting, using the emission factor for natural gas, calculated from data provided by the gas supplier and approved annually by an official verifi- cation authority. This year, the emission factor was calculated as 55.78 tons of CO₂ per year, or 0.1813 tons of CO₂ per MWh, for EU ETS reporting. Following this methodology, Scope 1 emissions total 56,725 tons of CO₂, reported and ver- ified as such by the Flemish government. This method can be considered more accurate as the data is specific to Agfa while aligning with EU ETS reporting methodology. Environmental data, including but not limited to air emissions, are also reported and verified by the local authorities in the context of the regional Integrated Environmental Annual Report (IMJV: Integraal Milieujaarverslag).
Location-based GHG emissions for Scope 2 are calculated by multiplying the total purchased electricity a CO₂eq emission factor for electricity supplied from grid in Belgium (source EEA, 2024) retrieved on the Climatiq database. Market-based GHG emissions for Scope 2 are calculated by multiplying the purchased electricity from fossil sources by a CO₂eq emission factor for based on a conventional combined cycle gas turbine power plant (source GEMIS, 2021) and the purchased electricity from nuclear sources by a CO₂eq emission factor for based on nuclear plant (source ADEME, 2021), both retrieved on the Climatiq database. GHG emissions for Scope 3 are calculated using the principles, requirements and guidance provided by the relevant GHG Protocol Standards, as described below.
4.3% of Scope 3 GHG emissions are calculated using primary data obtained from suppliers or other value chain partners. GHG emissions for Scope 3.1 (Purchased Goods and Services) were calculated using a spend-based approach, covering all procurement activities for the reporting year. Each spending category was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Emissions were determined by multiplying expenditure by the respective emission factor. An exception was made for silver, our highest emitter, where a consumption-based factor was used instead. The results from both approaches were then aggregated to determine total GHG emissions from purchased goods and services. GHG emissions for Scope 3.2 (Capital Goods) were calculated using a spend-based approach, analyzing all capital equipment expenditures for the reporting year. Each spending category was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Emissions were determined by multi- plying expenditure by the respective emission factor, with the results aggregated to calculate total emissions from capital goods. GHG emissions for Scope 3.3 (Fuel and Energy-Related Activities) were calculated using cradle-to-gate CO₂eq emission factors. Purchased fuel emissions were determined by multiplying total fuel consumption (kWh) by its respective emission factor. Similarly, emissions from the upstream production of purchased electricity were calcu- lated using electricity consumption (kWh) and corresponding emission factors. To account for transmission and distribution (T&D) losses, upstream electricity emissions were adjusted using region-specific T&D loss percentages from the World Bank Group. GHG emissions for Scope 3.4 (Upstream Transportation and Distribution) were calculated using a spend-based approach, analyzing all related expenditures for the reporting year. Each spending category was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Total emissions were determined by multiplying expenditure by the respective emission factor, with results aggregated to calculate overall emissions from upstream transportation and distribution.
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GHG emissions for Scope 3.5 (Waste Generated in Operations) were calculated using a spend-based approach, analyzing all related expenditures for the reporting year. Each spending category was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Total emissions were deter- mined by multiplying expenditure by the respective emission factor, with results aggregated to calculate overall emissions from waste generated in operations. GHG emissions for Scope 3.6 (Business Travel) were calculated using a CO₂eq emission report from our travel agency, covering key regions such as Europe, North America, and Canada. The report provided emissions data per travel mode and number of travelers, allowing for a detailed analysis. Using this regional data, we extrapolated emissions for other regions to calculate the total GHG emissions from business travel. GHG emissions for Scope 3.7 (Employee Commuting) were calculated using primary data from employees in Belgium, representing 43% of the workforce. The data included distance traveled (in kilometers) and mode of transportation (e.g., car, public transport, car sharing). Emission factors for each transport mode and working from home were sourced from the Climatiq database.CO₂eq emissions per employee were calculated annually, assuming a commuting pattern of three days in the office and two days working from home. These emissions were then extrapolated to the rest of the company, assuming similar commuting patterns across regions, providing a comprehensive estimate of total GHG emissions from employee commuting. GHG emissions for Scope 3.8 (Upstream Leased Assets) were calculated using a spend-based approach, analyzing all leasing-related expenditures for the reporting year. Each leased asset, such as real estate, machinery, and IT equipment, was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Total emissions were calculated by multiplying the spending amounts by the respective emission factors, and the results were summed to determine overall GHG emissions from upstream leased assets. GHG emissions for Scope 3.9 (Downstream Transportation) were calculated using a spend-based approach, analyzing all related expenditures for the reporting year. Each spending category was assigned a CO₂eq emission factor from the Climatiq database, representing average emissions per monetary unit. Total emissions were calculated by multiplying expenditure by the respective emission factor, with results aggregated to determine overall emissions from downstream transportation and distribution. GHG emissions for Scope 3.10 (Processing of Sold Products), which apply solely to one product, are estimated to be negligible and are therefore not accounted for. Agfa produces and sells a range of intermediate goods, making actual tracking emissions impractical. The impact is also uncertain due to the lack of data on the diverse product usage profiles from clients. As a result, GHG emissions for Scope 3.11 (Use of Sold Products) are estimated with the following conservative considerations: Green Hydrogen Solutions are accounted for zero, based on the assumption inherent to the product, that they are used in the context of green energy. Digital Radiography (DR) Equipments are accounted for based on the energy consumption of the modalities. The energy consumptions have been calculated following the guidance received by COCIR, the non-profit trade association that represents the medical technology industry in Europe. Digital Printing Solutions (DPS) Equipments are accounted for based on estimated square meters of printed media generated by the quantity of Agfa inks sold, assuming 100% of Agfa inks sold has been used. Agfa inks and film-based products, meant to be consumed in combination with the equipments, are covered by the accounting of the emissions related to the use of the equipments and not accounted for separately. For the same reasons, GHG emissions for Scope 3.12 (End-of-Life Treatment of Sold Products) are also estimated with the following conservative considerations: Equipments assumed to be 85% recycled at end of life, based on calculation using CO₂ emission factors from the Climatiq database, representing average emissions per monetary unit sold during the reporting year. Film-based products assumed to be burnt at end of life, based on volume sold during the reporting period. Inks are accounted for, assuming 100% of Agfa inks sold have been used. GHG emissions for Scope 3.13 (Downstream Leased Assets) relate to assets leased to customers that are used in a similar manner to sold products. To avoid the risk of double counting, these emissions are not reported separately and are accounted for together with those from Scope 3.11 (Use of Sold Products). GHG emissions for Scope 3.14 (Franchises), and 3.15 (Investments) are not applicable to Agfa and are therefore excluded.
Agfa believes that sustainable business solutions and innovation practices are essential to accomplish its business growth strategy. The strategic transformation that Agfa has been undergoing for several years not only strengthens the Group’s resilience but also generates a positive impact in response to climate change across the sectors in which it operates. This impact is particularly evident in the recent creation of the Green Hydrogen Solutions business division, which has driven innovation in the sector while opening new commercial opportunities. As a result, innovation and investments have emerged as one of the entity-specific material topics in the double materiality assessment outlined in the General Information section of this report. This helps Agfa’s stakeholders to gain deeper insights into the impacts, risks and opportunities, particularly in relation to environmental matters such as climate change.
In addition to the policies described in sections E1-2, Policies Related to Climate Change Mitigation and Adaptation on page 256 of this report, and S4-1, Policies Related to Consumers and End-Users on page 286 of this report, which focus on integrating environmental protection into all phases of innovation (product design, development, and manufacturing) in a way that minimizes occupational safety and health risks, innovation within the Agfa Group is also governed by the Global Policy on Ownership and Sharing of Intellectual Property Rights. This policy, applicable to all legal entities, business divisions, business units, and employees of the Group, has been established and is owned by the Intellectual Property (IP) and Legal Affairs departments. Available on the company intranet, it defines IP ownership within the Group and outlines the principles for sharing IP between the Agfa legal entities and/or with external parties, including the exercise of rights, cost management, and revenue distribution related to IP.
In 2024, Agfa continued its efforts to innovate and integrate sustainable development in the solutions it brings to the market for all three business divisions, with a particular focus on its growth engines defined within the context of its strategic transformation. More specifically, Agfa continued:
Given the diversity of Agfa’s business divisions – each with distinct business models and go-to-market strategies – no quantitative targets have been set at the Group level for innovation and investments. However, to better assess and guide the sustainability of its innovations, Agfa formalizes its commitment to sustainability by defining the qualitative goal of ‘Progress in sustainability towards next generation products’. This entails integrating sustainability assessments into the design phase of new products (and their updated versions), alongside evaluating their market potential, and verifying actual improvements. Such assessments consider the impact of the solutions along the full life cycle, both in terms of Agfa’s own environmental and social footprint but also ensuring that new solutions can help its customers in reducing their own footprint and/or bring consistent added value to society at large.
Currently, this is done using a first in-house methodology developed in 2021, using a qualitative questionnaire called ‘sustainability matrix’. This tool raises awareness among product development teams at the R&D design phase. It helps to screen and identify a product’s sustainability improvements, compared to their previous versions on the market. This ‘sustainability matrix’ is added to the mandatory documents required to complete the Product Development Procedure of Agfa’s Digital Print & Chemicals division since 2022. In 2023, it has been further rolled out and extended to Agfa’s Radiology Solutions division. In the coming years, Agfa will continue to monitor the use of this tool in order to refine and improve it where needed. The primary challenges involve transitioning from qualitative to quantitative assessment to reduce subjectivity, streamlining data collection and balancing costs and effort with sustainability impact. For Digital Print & Chemicals, the first steps are taken to develop a data-driven quantitative assessment tool based on the principles of the Life Cycle Assessment (LCA) methodology.
Agfa’s materiality regarding pollution includes both pollution of air and the management of substances of concern (SoC), including substances of very high concern (SVHC), as outlined in the double materiality assessment described on page 232 of this report. With regard to pollution of air, in addition to the GHG emissions covered in the previous section (ESRS E1), other emissions into air – both indoor and outdoor – require Agfa’s attention. The Company must ensure the prevention, control, and reduction of such emissions to mitigate the potential negative impact of unpleasant odors that may affect the surrounding neighborhoods of some sites, especially when located in urban areas (e.g., in Belgium).# E2 Pollution
Additionally, Agfa may face risks from evolving legislation related to green taxes, which could impose additional financial burdens and require investments to meet new compliance standards in an increasingly regulated market. As a manufacturer of polyethylene terephthalate (PET) film-based products and printing inks, involving the use of chemicals, Agfa must address the potential negative impact of these substances on the environment and human health, both during production and usage. In this context, the associated financial risks include tightening legislation on hazardous substances (e.g. REACH), which could threaten business continuity and increase compliance costs.
Agfa’s commitment to the safe management of its processes and resources—ensuring the health and safety of its employees, customers, and the community while minimizing the environmental impact of its activities and products—is articulated in its publicly available Corporate Governance Charter. The ultimate accountability for its implementation rests with the Board of Directors. It outlines the general principles of the Safety, Health, and Environmental Policy, relevant for the mitigation of negative impacts related to the pollution of air, the use of harmful substances, potential incidents and emergency situations by giving environmental protection the same level of priority as high product quality and commercial efficiency; and ensuring that products are designed, developed, and manufactured to minimize environmental impact throughout their entire lifecycle, from production and transportation to storage, usage, and waste treatment.
These key principles are also integrated into the Group Sustainability Management Policy, endorsed by the Corporate Sustainability Office, and the Sustainable Procurement Policy under the accountability of the Purchasing Department. They cascade to the upstream value chain through the application of the General Purchasing Conditions and Supplier Code of Conduct in all purchasing transactions. These are further supported by specific policies developed in accordance with local and national legal requirements, the nature of operations at each site, the scope of operations, and the level of services envisioned by the business divisions. For instance, Agfa’s Product Safety & Regulatory Affairs Department has established a corporate policy regarding the use of chemical substances with Carcinogenic, Mutagenic, and Reprotoxic (CMR) properties. This policy ensures that Agfa’s products do not contain any CMR category 1A or 1B substances at the time of market introduction. CMR category 2 substances may only be used if a technical assessment determines their use is unavoidable, and their safety has been demonstrated.
By implementing these policies, Agfa is committed to adhering to the guidelines of the ISO 14001 environmental management system, especially for its certified sites.
Emissions to air, beyond GHG emissions, are managed alongside climate mitigation activities. The actions described in the section related to ESRS E1-3 therefore have a mitigating effect on the emissions to air discussed in this chapter. On this basis, Agfa is continuously making efforts to further reduce and optimize the use of installations containing harmful substances and to increase its solvent recovery rate through improved business practices and process optimizations. The Group also focuses on the accuracy of its measurements, for example by automating solvent balance tracking, ensuring that they are conducted by certified technicians following specific parameter-dependent standards, or outsourcing them to accredited laboratories. These actions, primarily applicable to Agfa’s sites in Belgium, where the majority (if not all) of emissions to air occur, enable the Group to gain insight into solvent usage, detect any exceedances in a timely manner, and take corrective measures, while ensuring compliance with regulatory authorities.
With regards to chemical management, a Rationalization Committee of Chemicals (RCC) is in place to support the overall implementation of legislation regarding chemicals. It is composed of managers appointed by the affected business units, and it meets every quarter to align on chemical substitution strategy or other actions to remain compliant with current and future legislations. Due to the nature of Agfa’s products, and to ensure compliance, promote safety, and support both Agfa’s and its customers’ environmental and health ambitions, the RCC pays particular attention to certain substances or groups of substances and specific regulations:
The implementation of these actions requires significant operational expenditures, integrated in the research and development (R&D) expenses reported on page 306 of the financial statement of this report. These operational expenses are expected to remain at least as important and, as a result, stable moving forward. The collection of inputs from the upstream value chain is coordinated by the Purchasing department mainly through annual questionnaires sent to suppliers, as outlined in the Governance Information on page 292 of this report. Providing qualitative information to the downstream value chain about products, e.g. product safety through Safety Data Sheets, is equally important, and this is addressed in the Social Information on page 286 of this report.
While Agfa has not established specific outcome-oriented targets for pollution, it remains committed to closely preventing and monitoring emissions to air and the use of harmful substances, including those of (very high) concern, as well as ensuring compliance with local regulations and applicable emission limits. Given the already very strict regulatory framework, there are currently no plans to develop specific targets for pollution.
The effectiveness of its policies and actions is tracked through processes implemented to be aligned and compliant when relevant with the ISO 14001 environmental management system guidelines, which are regularly audited by an external party. Additionally, Agfa is required to report the number of incidents – specifically any exceedance of emission limit values observed during emission measurements – to the local environmental authority and strives to keep such occurrences to a minimum.
The metrics related to pollution to air, reported in the following table, are subject to scope limitations. They include data from Agfa’s sites in Belgium, which are considered the primary drivers of Agfa’s global environmental footprint in this regard due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufacturing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded.
Air emissions with adverse effects on climate, ecosystems and air quality, excluding CO2, decreased by 5.6% in 2024 compared to the year before, adding to prior reduction of 16.60% in 2023. This decline is predominantly attributed to the further reduction of NOx emissions associated with natural gas consumption. Despite continuous efforts and optimization of processes, the VOC emissions trend did not decrease and absolute emissions increased with 4.9% (prior reductions of 19.4% in 2023).
| Emissions to air (tonnes) | 2024 |
|---|---|
| Nitrogen oxides (NOx), calculated as NO2 | 58.8 |
| Sulfur dioxide (SO2) | 1.7 |
| Volatile Organic Compounds (VOC) | 23.2 |
| Volatile Inorganic Compounds (VIC) - Total | 83.7 |
Nitrogen oxides (NOx) and sulfur dioxide (SO2) emissions are calculated based on the operating hours of the installation and emission measurements conducted in accordance with Vlarem II regulations applicable in Flanders. The measurement frequency and comparison to emission limit values are determined by the type of installation. These results are then reviewed by Agfa’s environmental coordinator and extrapolated as needed. Volatile Organic Compounds (VOCs) are calculated using a validated solvent accounting model, which relies on the production bill of materials and a VOC database integrated with Agfa’s information system. This methodology, authorized under Agfa’s environmental permit, has been validated by an Environmental Impact Assessment (EIA) Air Quality Expert.# Volatile Inorganic Compounds (VIC)
Volatile Inorganic Compounds (VIC), such as nitric acid (HNO₃), hydrogen chloride (HCl), ammonia (NH₃), hydrazine (N₂H₄), chlorine (Cl₂), fluorine (F₂), hydrogen fluoride (HF), hydrogen sulfide (H₂S), and hydrogen cyanide (HCN), are not emitted by Agfa.
The overview of substances of (very high) concern for the Group is provided in the following table. The metrics related to substances of (very high) concern that leave Agfa’s facilities as emissions are subject to scope limitations. They include data from Agfa’s sites in Belgium, which are considered the primary drivers of Agfa’s global environmental footprint in this regard due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufacturing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded. No scope limitation applies to substances of (very high) concern that are generated or used during the production, that are procured, that leave Agfa’s facilities as products or as part of products or services, these categories are covered in full for the entire Group.
| Main hazard classes | Total amounts of substances of concern that are generated or used during the production or that are procured (kilogram) | Total amounts of substances of very high concern that are generated or used during the production or that are procured (kilogram) | Total amounts of substances of concern that leave Agfa's facilities as emissions, as products, or as part of products or services (kilogram) | Total amounts of substances of very high concern that leave Agfa's facilities as emissions, as products, or as part of products or services (kilogram) |
|---|---|---|---|---|
| H317 | 515,037 | 61,424 | 7,831,735 | 4,614,358 |
| H334 | 26,791 | 17,730 | 179,539 | 179,536 |
| H340 | 516 | - | - | - |
| H341 | 185,264 | - | 3,872,297 | 1,848,323 |
| H350 | 10,070 | 517 | 3,819 | 3,533 |
| H350i | - | - | - | - |
| H351 | 159,412 | - | 3,952,986 | 1,921,878 |
| H360 | 96,094 | 93,508 | 4,686,991 | 5,070,553 |
| H361 | 18,305 | 3,603 | 384,735 | 321,789 |
| H370 | 138,704 | - | 7,125 | - |
| H371 | - | - | 2,095 | - |
| H372 | 6,093 | - | 667,163 | 667,096 |
| H373 | 37,279 | 495 | 1,841,150 | 1,647,018 |
| H410 | 129,119 | 4,163 | 1,059,947 | 869,376 |
| H411 | 106,166 | 18,690 | 2,458,896 | 1,890,032 |
| H412 | 707 | - | 366,418 | 303,814 |
| H413 | - | - | 10,894 | - |
| H420 | - | - | - | - |
| EUH380 | - | - | - | - |
| EUH381 | - | - | - | - |
| EUH430 | - | - | - | - |
| EUH431 | - | - | - | - |
| EUH450 | - | - | - | - |
| EUH451 | - | - | - | - |
| Other | - | - | 22,372 | 16,322 |
267 AGFA-GEVAERT ANNUAL REPORT 2024
Chemicals (substances and mixtures) containing SoC and SVHC are reported under the different hazard classes. The CLP hazard classes are derived from the Globally Harmonized System of Classification and Labelling of Chemicals (GHS), which categorizes risks related to health, environmental, and physical hazards associated with chemical substances. Consumables, packaging and equipment are articles. Therefore only SVHC and POP Regulations are applicable. The reporting threshold for SVHC has been set at 0.1%w, meaning any concentration below this level is considered negligible (0%). Additionally, potential negative effects on recycling have not been factored into this assessment. Consumables containing more than 0.1%w SVHC are reported under the hazard class for which the SVHC has been identified in the Candidate List (for example, film with >0.1%w boric acid is reported under H360). Packaging and equipment with >0.1%w SVHC or POP, are categorized as “Other.”
The double materiality assessment, detailed on page 232 of this report, highlights the negative impact of water consumption and efficiency, particularly in regions with high water scarcity, such as the Flanders region in Belgium. This is particularly relevant as Agfa’s sites in Belgium contribute the most to the Group’s overall water consumption, primarily due to the use of process and cooling water. The assessment also identified the potential legislative risk of green taxes, which could introduce additional compliance requirements and the possibility of financial penalties, further underscoring the importance of managing water use at these sites.
Conserving natural resources, including water management – encompassing the use and sourcing of water in Agfa’s own operations, water treatment as a step towards more sustainable sourcing, and the prevention and abatement of water pollution resulting from activities – and minimizing the environmental impact of Agfa’s activities, which implicitly covers product and service design to address water-related issues and a commitment to reducing material water consumption in areas at water risk within its own operations (Agfa’s sites in Belgium) and along the upstream and downstream value chain, are embedded in the Corporate Governance Charter under the Safety, Health, and Environment Policy. Agfa’s Board of Directors holds ultimate responsibility for implementing this charter in compliance with applicable laws and regulations. Available on Agfa’s website, it encourages any affected stakeholders (internal or external) to provide relevant and objective information to support compliance efforts. This policy, applicable to all entities of the Group, including employees, consultants and contracting parties, is founded on the principles that environmental protection is prioritized equally with high product quality and commercial efficiency. Among other aspects, it ensures that product development and production processes are managed to ensure environmental acceptability and minimal impact on the environment. These principles are also integrated into the Group Sustainability Management Policy, endorsed by the Corporate Sustainability Office. By implementing these policies, Agfa is committed to adhering to the guidelines of the ISO 14001 environmental management system, especially for its certified sites.
Aligned with the Flemish Blue Deal, a regional response to the European Green Deal, a "Water Challenge" project has been developed at Agfa’s sites in Belgium. This project maps water-saving potential and defines a three-step action plan based on the principles of "reduce, replace, reuse." Execution, spread across 2024 and 2025, includes a water-saving awareness campaign focused on behavioral change and addressing potential process optimization and technology improvements. The project aims to identify areas where high-quality water is unnecessary, assess water-intensive processes, and explore grey water options for specific procedures.
268 SUSTAINABILITY STATEMENTS - Environmental INFORMATION
To mitigate water-related impacts, Agfa systematically makes use of its on-site waste water treatment installation and granular activated carbon (GAC) filtering system to pre-treat waste water from production processes before discharging it into the public waste water treatment cycle. The financial resources required for this operation are outlined in the Taxonomy disclosures, linked to the eligible activity CCM 5.3 “Construction, extension, and operation of waste water collection and treatment”. The reuse of water directly in the operations before discharging it is encouraged as far as technologically possible. Until 2021, Agfa used a biological water purification system for waste water treatment at its head office site in Mortsel, Belgium. This system was designed to facilitate the reuse of effluent as washing or cooling water, contributing significantly to water conservation. The reverse osmosis installation has been in the meantime decommissioned. This measure was necessary to optimally utilize the available capacity for the active removal of Per- and PolyFluoro-Alkyl Substances (PFAS) compounds from waste water. This adjustment has been made in accordance with the obtained environmental permit and relates to the remediation of historical pollution in which PFAS was phased out. The removal of PFAS from waste water is a priority within Agfa's Environmental Policy and contributes to its compliance with applicable environmental standards. This continuous action is reflected in Taxonomy’s disclosures linked to the eligible activity PPC 2.4 “Remediation of contaminated sites and areas”, on page 243 of this report.
Agfa is committed to minimizing its water-related impacts, particularly in water-stressed regions. The company prioritizes reducing water usage, lowering water discharge, and decreasing pollutant loads as much as possible, in strict compliance with regulatory requirements. Given the already stringent regulatory framework, Agfa has not established additional specific targets for water. The effectiveness of these actions is monitored through processes implemented to be aligned and compliant when relevant with ISO 14001 environmental management system guidelines, with regular external audits to ensure compliance and continuous improvement.
The metrics related to water, reported in the following table, are subject to scope limitations. They include data from Agfa’s sites in Belgium, which are considered the primary drivers of Agfa’s global environmental footprint in this regard due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufacturing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded.# AGFA-GEVAERT ANNUAL REPORT 2024
The water consumption performance at Agfa’s sites in Belgium 2024
Total water consumption (m³) 547,396
In areas of high-water risk (m³) 61,299
In other areas at water risk (m³) 0
In other areas (m³) 486,097
Total water recycled and reused (m³) 0
Total water stored (m³) 4,712
Change in storage compared to previous reporting period (2023) -1.3%
Water intensity per net revenue 2024
Total net revenue, as stated in the financial statements on page 306 (million euro) 1,138
Water intensity (m³/million euro) 481.0
Water consumption at Agfa’s sites in Belgium is monitored on-site and confirmed through verification of water sup- plier invoices. The intake of water is measured with a calibrated meter provided by the water supplier. Manual meter readings are done as additional control, on a daily or weekly basis. At Agfa’s site in Mortsel, Belgium, the storage level and water conductivity are monitored, and an automated metering system has been implemented to continuously monitor the water intake.
As a manufacturing company, resource use and circularity are key topics for Agfa. Although challenging, Agfa believes that integrating resource reuse and recycled content into its products and processes, as well as reducing product intensity during the use phase, leads to positive environmental impacts while also mitigating financial risks associated with resource supply, such as cost inflation and scarcity. Given Agfa’s diverse business activities, the impact of significant waste streams should not be underestimated. Effective waste management remains crucial not only for minimizing environmental impact but also for addressing regulatory and business risks due to increasing requirements and focus on the circular economy.
Agfa’s Health & Safety policy, as detailed in the Corporate Governance Charter, underscores the Group’s commitment to conserving natural resources and minimizing its environmental footprint. Although the policy does not explicitly mandate a transition away from the use of virgin resources, nor prescribe specific increases in the use of secondary (recycled) resources or the sustainable sourcing and use of renewable resources, it emphasizes the equal priority of comprehensive environmental protection, high product quality, and operational efficiency. It also advocates for product stewardship, where Agfa assumes responsibility for the entire lifecycle of its products – ensuring safe design, responsible production, and waste management practices that minimize environmental impact. The policy’s scope encompasses all of Agfa’s operations. The Board of Directors, as the policy’s owner, carries the ultimate accountability for its effective implementation, driving the company toward a resource-efficient and environ- mentally responsible manufacturing process that integrates safety, health, and environmental considerations into all aspects of its business. The main principles outlined in the Corporate Governance Charter are integrated across various other key policies within the organization to ensure a coordinated, comprehensive approach to managing resource use and circular economy related impact across all aspects of Agfa’s operations. These include the Corporate Safety, Health and Environment Policy, managed by the Product Safety & Regulatory Affairs Department and the Group Sustainability Management Policy, overseen by the Corporate Sustainability Office. The Sustainable Procurement Policy, led by the Purchasing department, plays also a pivotal role in guiding the processes related to resource inflows, ensuring that the key principles are extended throughout the upstream value chain, particularly to Agfa’s third-party suppliers. This policy is further reinforced through the General Purchasing Conditions, which outline that suppliers are expected to comply with environmental, health, and safety requirements.
Building on nearly 160 years of expertise, Agfa stands as a leading company in the manufacturing of polyester-based films enriched with coatings for specific applications. Therefore, plastic is a significant resource for Agfa. The chal- lenge and urgency for action related to plastic is heightened because, in many cases, existing infrastructure is not able to provide adequate collection and treatment for the materials placed on the market. This is why Agfa is com- mitted to addressing this challenge in two ways: contributing to the development of new technologies and partner- ships for transforming waste into value and participating in the creation of a market for secondary raw materials by incorporating recycled content into its product portfolio.
Polyester waste from the film production process and used polyester coming back from our customers are recycled in the form of shreds and reused in Agfa’s production process. Agfa has installed a twin-screw extruder technology at the manufacturing site in Mortsel, Belgium which enables the Group to increase the amount of reused PolyEthylene Terephthalate (PET) up to 1,250 tonnes per year, while maintaining a high-quality end product. As such, Agfa film consists of 60% new PET material and 40% recycled PET. In the SYNAPS production, waste and post-consumer trimmings are also recycled to rPET (recycled polyester). The end product contains 15% rPET, certified in 2024 by RecyClass, an external, independent, non-profit, cross-industry organization, after evaluating both the production process and the composition of SYNAPS. The successful imple- mentation of these actions demands substantial financial resources, which are embedded in the Taxonomy’s key performance indicators, mainly for the activity CCM 3.17, “Manufacture of plastics in primary form” and CCM 3.6 “Manufacture of other low carbon technologies”. As traditional film markets mature, these resources are expected to stabilize or decline in the medium to long term.
As part of its Radiology Solutions business, Agfa produces CR phosphor imaging plates and silver-based light sensi- tive films for imaging products that serve for many applications. Silver halide technology is key in X-ray technology, used for medical application and for testing materials for their safety in a non-destructive way. Thanks to its low contact resistance and high electrical and thermal conductivity, silver is also used in complex Printed Circuit Boards (PCBs) that control all electronic devices. Silver and phosphor are essential materials to Agfa business and efforts are made to recuperate and (internally) recycle it as much as possible. These actions are linked to the Taxonomy’s activi- ties CCM 5.9 “Material recovery from non-hazardous waste” and CE 2.4 “Treatment of hazardous waste”.
For Agfa's equipment, service interventions for preventive maintenance and repair, along with the availability of spare parts, are offered worldwide. These services, referring to the Taxonomy’s activities CE 4.1 “Provision of IT/OT data- driven solutions”, CE 5.1 “Repair, refurbishment and remanufacturing” and CE 5.2 “Sale of spare parts”, play a crucial role in enhancing value retention and extending the lifetime of equipment placed on the market. By consistently addressing wear and tear, identifying potential issues before they become major problems, and ensuring that com- ponents are replaced or repaired as needed, the overall performance and reliability of the equipment are preserved. These measures not only help maintain the operational efficiency of the equipment but also contribute to its long- term durability, preventing premature degradation and costly replacements.
Agfa implements technical measures and makes efforts to reduce waste generation at the operational level, start- ing with a thorough mapping of waste sources and careful process design, followed by iterative fine-tuning of the production process. On an annual basis, sources of waste per material and production line are analyzed, forming the basis for identifying priority waste streams for reduction in the following year. When waste streams occur, Agfa first investigates whether waste generation can be prevented. If prevention is not possible, Agfa explores the potential for internal reuse, which eliminates the need for transport, or considers selling the waste to third parties. Incineration for energy recovery and, as a last resort, landfilling, are considered final options. In this process, Agfa typically separates material recycling from energy recovery. In collaboration with various waste processors, potential optimizations for waste routing are explored. The waste provided by Agfa is con- tinuously sampled and monitored by waste processors to identify viable methods for material or energy recovery.
Agfa, currently undergoing a transformation phase, has not yet established explicit, measurable outcome-oriented targets for resource inflows and product/material outflows. Given the diversity of its business activities, setting such targets would require further elaboration for each business segment, with some already taking initial steps based on their maturity and strategic relevance. In the interim, the effectiveness of policies and actions is monitored from a qualitative perspective, taking into account feedback from internal stakeholders and customer engagement.
In terms of waste management, Agfa follows an continuous improvement trajectory for recycling, guided by voluntarily defined practices with clear internal milestones.# AGFA-GEVAERT ANNUAL REPORT 2024
This approach is reinforced and validated by effective processes designed to ensure compliance with ISO 14001 guidelines for relevant sites, securing the effectiveness of the process while promoting robust environmental management and progress.
Agfa’s material inflows, used both in its own operations and throughout its upstream value chain, consist of resources essential for internal use (e.g. IT devices, equipment, and vehicles), materials directly used in production as part of the bill of materials, their packaging, and process materials, primarily capital expenditure (CapEx) equipment. Altogether, for the entire Group, the overall total weight of products and technical materials used in 2024 represented 41,718 tonnes, including 2,117 tonnes (5.1%) of secondary used or recycled materials and components. No biological material was used during the reporting period.
These metrics were calculated using a combination of methodologies, including manual data collection, analysis of transaction, product and component master data available in Agfa’s Enterprise Resource Planning (ERP) systems, and information retrieved from other internal databases. To determine the percentage of sustainably sourced materials and the percentage of recycled or reused materials, surveys were conducted to gather primary information from suppliers, with additional outreach via email or phone calls, and by leveraging publicly available information on the internet. Suppliers accounting for the top 70% of total spend from January to April 2024 were surveyed, regardless of their category. Further extrapolations were applied. For the packaging category, the Pareto rule was applied to estimate total weight based on suppliers in the top 80% of spending. In the case of leased cars, only operational (full service) leasing starting within the reporting period were considered, rental cars are excluded. Certain products and components had missing data in the ERP's master data fields, requiring estimations of gross weights based on publicly available sources. Additionally, a few minor entities lacked data in the ERP system and were excluded from the total material inflow calculation, though their overall impact on the total weight was minimal.
As further detailed in Agfa's business activity descriptions on page 29 and beyond of this report, Agfa's production processes generate key products and materials alongside digital software solutions. These include equipment such as large-format printers and radiology X-ray systems, polyester film-based products like SYNAPS synthetic paper and Zirfon membranes, as well as chemical products such as printing inks. While the actual durability of these products may be longer – especially for equipment with a second-hand market – the expected durability is estimated at seven to ten years under prescribed operating conditions. This estimate is based on the typical service life, which generally aligns with the industry average. However, for ZIRFON membranes, no industry average can be considered due to the sector’s relatively recent emergence. Agfa enhances the repairability of its equipment through worldwide (remote) servicing, providing maintenance, spare parts, and support to customers, thereby extending the lifespan of its products. Although exact rates of recyclable content in products and packaging are not yet available, they are estimated to be relatively high (around 85%) for equipment due to the significant use of steel and plastic in their assembly.
Agfa’s key waste streams include photographic film waste, polyethylene terephthalate (PET) waste, organic solvent waste, chemically contaminated waste water, bio sludge from the on-site waste water treatment plant, paper and card- board waste, and residual waste. The relevant materials found in these waste streams include polyester (PET), silver, organic solvents, organic biomass, paper, and cardboard.
| Total amount of waste (tonnes) | |
|---|---|
| Total amount of waste generated | 8,307 |
| Total amount of non-recycled waste | 3,627 (43.7%) |
| Total amount of hazardous waste | 3,326 |
| Total amount of radioactive waste | 0 |
| Waste diverted from disposal (tonnes) | Hazardous waste | Non-hazardous waste |
|---|---|---|
| Preparation for reuse | - | - |
| Recycling | 1,165 | 3,515 |
| Other recovery operations | 878 | 1,333 |
| Waste directed to disposal (tonnes) | Hazardous waste | Non-hazardous waste |
|---|---|---|
| Incineration | 1,280 | 17 |
| Landfill | 2 | 0 |
| Other disposal operations | 6 | 111 |
The metrics related to waste, reported in the previous table, are subject to scope limitations. They include data for Agfa’s sites in Belgium, the Group’s primary waste emitters due to the nature of their manufacturing activities. Data from other Agfa organizations, where manufacturing activities focus on sub-assembly and other less resource-intensive processes, as well as organizations engaged in research & development, sales, and services without manufacturing activities, are excluded.
Each waste shipment is recorded in a legally required waste register. The weights and processing methods (R/D codes) are documented on the invoices and processing certificates issued by certified waste processors, all accred- ited by OVAM, the Public Waste Agency in the region of Flanders. The annual summary is compiled per processing method, categorizing waste as hazardous or non-hazardous. Additionally, detailed annual reporting is submitted to the regional authorities through the Integrated Environmental Annual Report ( IMJV: Integraal Milieujaarverslag ). Compliance with legal requirements is audited annually as part of the ISO 14001 certification process.
Agfa attaches great importance to providing excellent services to its printing customers. The company has an expert team of highly skilled engineers across the globe, in addition to online monitoring tools, allowing for fast remote interventions.
Agfa firmly believes that its growth strategy is intrinsically tied to the involvement and commitment of its entire community. The company recognizes that its success is driven not only by business performance but also by fos- tering the well-being, support, and inspiration of its workforce. This alignment forms a cornerstone of Agfa’s social responsibility, strengthening its foundation for sustainable growth. By focusing on positive impacts, such as improved contractual conditions, diversity and equality, and opportunities created through training and skills development, Agfa maximizes its potential as a responsible employer. At the same time, the company actively works to mitigate potential negative impacts, including those linked to occupational health and safety challenges, and financial risks associated with poor management of contractual conditions, diversity and equality, health and safety. These priorities are reflected in the materiality assessment outlined on page 232 of this report.
To ensure and support the translation of its vision and values into clear day-to-day processes, Agfa relies on global and local policies, procedures and corporate guidelines. At a global level, the Corporate Governance Charter, includ- ing the Code of Conduct (CoC), sets out the policy for minimum requirements related to Agfa’s material topics:
Equal treatment and opportunities
The Corporate Governance Charter includes a policy of equal employment opportunities to commit that any employee is selected, hired, assigned, trained, transferred, promoted, laid off and compensated on the basis of ability, qualifications and performance without discrimination because of race, color, religion, political belief, sex, age or national origin. Furthermore, it does not permit discrimination against any qualified employee or applicant for employment because of physical or mental handicap or status as disabled. Harassment is likewise prohibited.
Working conditions
The Remuneration Policy in place for Agfa’s Board of Directors and Executive Leadership is described in the Group’s Corporate Governance Charter; criteria are set by the Nomination and Remuneration Committee and approved by the Board of Directors. The goal of the policy is to ensure that qualified and expert professionals can be recruited, retained and motivated, taking into account the nature and scope of their individual responsibilities. With regards to the general Agfa workforce, Agfa has a Global Compensation Policy in place which ensures that compensation and merit processes are in line with the market, are fair and are defined across different geographies in a consistent manner. Agfa’s Chief Human Resources Officer holds accountability for this policy with oversight from the Remuner- ation Committee. It is internally available on the corporate intranet.
Health and safety
The policy related to Safety, Health and Environment is embedded in the Corporate Governance Charter and includes the Group’s commitment to operating its facilities safely, to protecting the health and safety of its employees and the community worldwide. Accordingly, maximum safety is given the same priority as high product quality and commer- cial efficiency. Agfa strives to proactively take further steps based on its proper sense of responsibility.
The Corporate Governance Charter (and its appendices) is fully endorsed by Agfa’s management, the Board of Directors being the ultimate body accountable for its implementation. It applies to all Agfa’s directors, officers and employees and is made public on the Group’s website. Agfa considers respect for human and labour rights as a moral imperative integral to its business license to operate.# AGFA-GEVAERT ANNUAL REPORT 2024
The sectors and geographies of Agfa’s operations and the high-skilled profiles required to perform them prevent the Group from a high risk of trafficking in human beings, forced or compulsory labor and child labor. While these aspects may not be explicitly mentioned in the Agfa CoC, Agfa remains fully committed to compliance with all binding legal provisions applying to its market segments in the countries where it operates, both in its own operations and the value chain, including but not limited to the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises. This is done through various monitoring processes, such as the implementation of complaint and grievance mechanisms, corporate due diligence and reporting, and company-wide regulatory oversight.
To support the non-discrimination principle in all its forms and for all phases of life at Agfa, to actively address all kinds of discrimination and to proactively educate management and employees to enable them to deal with challenges related to Diversity, Equality & Inclusion (DEI), the Executive Leadership has developed and endorsed the implementation of a DEI policy. This policy outlines Agfa’s commitment to proactively fostering an environment where diversity of people and perspectives is valued across all areas, enabling everyone to be themselves and feel a sense of belonging. It specifically highlights the Group’s commitments and targeted initiatives to promote gender equality, ethnic diversity, support for LGBTI individuals and other underrepresented groups, and inclusion for people with disabilities.
An overarching Group Sustainability Management Policy, available on Agfa's website owned by the Sustainability Office and applicable to all of Agfa’s entities, also summarizes the key principles used for the further management of Agfa’s impacts, risks and opportunities at divisional and local levels, related to Agfa’s Diversity, Equality & Inclusion (DEI) policy, such as Zero tolerance towards any discrimination. Agfa hires, promotes and retains diverse talent that mirrors the communities in which it operates. Agfa builds the skills and knowledge of its people to foster inclusivity and enable them to collaborate effectively with diverse teams.
Learning and Development policy, such as Employee development is a joint, on-going effort to enhance employees, knowledge, skills, and abilities increasing their value in the workplace and boost their professional confidence. Successful employee development requires a balance between an individual's career needs and goals and those of the organization or regulatory requirements.
Corporate Safety, Health & Environment (SHE), such as Occupational safety is given the same priority as customer orientation, high product quality and commercial efficiency. Commitment to systematically developing safe products and production processes. Products are designed, developed and manufactured to minimize the impact upon the occupational safety and health risks. Agfa will advise its employees in all matters pertaining to health and safety.
Other aspects of working conditions and equal treatment and opportunities, e.g. those related to working time or work-life balance, are covered by local Agfa Human Resources (HR) policies and processes linked to the employee life cycle, based on the specific local and national legal requirements and on the type of operations carried out at each site.
The information related to this disclosure has been provided in the sections of the Sustainability Statement covering ESRS 2 SBM-2 and S1-3.
Agfa has implemented various processes that enable its workforce to raise concerns and have them addressed. These channels include grievance mechanisms such as whistle-blowing arrangements (further detailed on page 291 of this report), but also the possibility for employees to raise concerns directly to their hierarchy, to local hotlines, trade unions, works councils or employee representatives, to the Group Compliance Office and, in Belgium, to the Company’s medical service. Complaints and questions are handled systematically and confidentially. Specialized and independent support may be appointed for specific CoC-related topics, in accordance with local regulations (e.g. a contact person within HR for specific HR-related matters).
In Belgium, a psychosocial risk management system has been established to assist employees in reporting issues related to abuse, harassment, inappropriate sexual behavior, discrimination, or similar concerns. Accessible via the Group’s intranet, this system provides additional support beyond the first-line channels described in the previous paragraph and is structured as follows:
To ensure the effectiveness of these channels, a psychosocial risk analysis for Agfa is conducted every five years by an external service provider, surveying a representative sample of the Agfa’s workforce in Belgium to gather insights on well-being indicators, including motivation, stress, work-life balance and instances of inappropriate sexual behavior, bullying, aggression and discrimination. The results are used to define and implement priority actions tailored to each department and employee status. The communication channels outlined on page 229 of this report, including the company-wide annual engagement survey with a 66% participation rate and over 8,500 individual comments in 2024, promote a culture of openness and are used as a safeguard to identify and address undesirable behavior and work-related raised concerns, as well as to evaluate the effectiveness of processes.
Diversity and equality at work mean building a workforce that reflects society and fostering a culture where everyone feels a sense of belonging and can be their authentic selves. At Agfa, employees from over 70 nationalities, with diverse backgrounds, personalities, and perspectives, collaborate every day. This diversity enriches the organization and strengthens Agfa’s performance by enhancing its understanding of both its people and customers. As highlighted in the materiality assessment on page 232 of this report, prioritizing diversity and equality leads to more engaged employees and better business decisions, representing a key positive impact for Agfa. Nevertheless, Agfa acknowledges that there is room for improvement within the organization, much like in society. One of the key challenges, particularly in Belgium, is an unbalanced age distribution, which poses a risk of knowledge loss and talent gaps in the short and medium term.
Agfa's diversity and equality approach is structured around five key pillars:
To drive its DEI strategy, Agfa launched a Global DEI Council in 2022. This council ensures that Agfa’s purpose and strategic priorities are effectively embedded into DEI initiatives and aligned with broader organizational goals and Key Performance Indicators. As the accountable body for promoting inclusion both internally and externally, the Global DEI Council leverages its global, cross-functional composition to gain a deeper understanding of how regional business conditions influence DEI efforts. This structure enables Agfa to shape and share good practices worldwide, fostering inclusionary actions and behaviors across the organization. Additionally, the council plays a crucial role in identifying and dismantling outdated norms and barriers to DEI success.
The Global DEI Council is closely linked to the setup and implementation of Employee Resource Groups (ERGs). While the development of DEI actions requires strong sponsorship from Agfa’s management, the Group believes that the key to success lies in engaging, involving, and empowering all employees in this matter. Agfa encourages employees to join these ERGs, currently led by three employee ERG leads and supported by 30 participating employees.# S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
These groups reflect a diverse representation across Agfa’s divisions, geographies, and functions, enhancing the impact and reach of DEI initiatives. Each ERG is assigned an active Executive Leadership sponsor to facilitate discussions and amplify the voices of employees, particularly those from underrepresented or marginalized groups. By harnessing the passion and ideas of voluntary members, Agfa enhances awareness and strengthens its internal DEI efforts using the number of (implemented) ideas as a barometer to assess the effectiveness of its DEI policy and initiatives. At the moment, these ERGs cover three areas: EMBRACE – A group working together to create a culture of open access to maximize inclusion for ethnically diverse employees, building strong employee relationships, and connecting people in an environment that will recognize that each person has different circumstances and provide them the exact resources and opportunities needed to maximize and reach their full potential. Equal Gender Opportunity (EGO) – A group working together to accelerate the personal development and pro-fessional advancement of women and men through transformational learning and leadership opportunities and experiences. Generations Working Together (GWT) – A group working together to ensure employees of different age groups feel supported in their career stage and are open to creating an inspiring learning environment to poise Agfa and its employees with knowledge and capabilities for future success.
As stated on page 226 of this report, DEI and gender parity are integrated to the annual sustainability goals, proposed by the Sustainability Office and validated by Agfa's Board of Directors and as such quarterly reported to internal and external stakeholders. Although Agfa initially started with a straightforward approach to gradually increase the percentage of women in its workforce, the Group refined its approach to better reflect the current and future market reality in its core seg-ments and started to integrate a combination of three elements in its annual goal setting:
Agfa believes this enables its target, which is to have each year its total recruitment intake exceed the market representation of the underrepresented gender by 5% in the areas of recruitment relevant to Agfa globally, to better support its long-term gender parity ambition. The relevant areas of recruitment include General & Administrative (G&A), Logistics & Supply Chain, Manufacturing, Research & Development (R&D), Sales, and Service. At the start of each year, a baseline value for each area is defined using data from Statbel, the Belgian statistical office, and the Economic Graph Research Institute (EGRI). A 5% increase is then applied to these baseline values, which are aggre-gated to determine the annual target. In 2024, women were identified as the underrepresented gender, with a target of 61 woman recruitments. This goal was further supported by the launch of three Employee Resource Group (ERG) initiatives. Both the recruitment and gender parity targets were successfully achieved in 2024.
No scope limitation applies to social information. The entire Group is covered in the metrics presented in the following tables. Employee numbers are reported in headcount at the end of the reporting period. Information about employees' country and gender is disclosed as recorded in Agfa’s database, maintained by local HR departments and the employ-ees themselves.
| Gender | Number of employees |
|---|---|
| Male | 3,699 |
| Female | 1,066 |
| Other | 0 |
| Not reported | 0 |
| Total employees | 4,765 |
The total number of employees decreased from 5,026 in 2023, reflecting adjustments made in response to the business environment and strategic execution.
| Country | Number of employees | Representation of total number of employees |
|---|---|---|
| Belgium | 2,181 | 46% |
| United States of America | 493 | 10% |
| Germany | 317 | 7% |
| Canada | 282 | 6% |
| United Kingdom | 252 | 5% |
| China | 246 | 5% |
| Poland | 127 | 3% |
| Italy | 127 | 3% |
| India | 76 | 2% |
| Spain | 69 | 1% |
| Australia | 60 | 1% |
| Austria | 51 | 1% |
Representation of total number of employees is calculated by dividing the number of employees per country by the total number of employees.
| Female | Male | Other | Not disclosed | Total | |
|---|---|---|---|---|---|
| Number of employees | 1,066 | 3,699 | 0 | 0 | 4,765 |
| Number of permanent employees | 1,055 | 3,686 | 0 | 0 | 4,741 |
| Number of temporary employees | 11 | 13 | 0 | 0 | 24 |
| Number of non-guaranteed hours employees | 0 | 0 | 0 | 0 | 0 |
The definitions of permanent, temporary, and non-guaranteed hours employees vary by country. Agfa follows the national legal definitions of each country where employees are based to calculate country-level data. These figures are then aggregated to determine total numbers, disregarding differences in national legal definitions. The majority of Agfa’s employees work on a permanent basis. To manage peak demand, Agfa occasionally relies on temporary employees, though they represent a very limited portion (0.5%).
| Total number of employees who have left Agfa in 2024 | 502 |
| Rate of employee turnover in the reporting period | 10.5% |
The rate of employee turnover is calculated by dividing the total number of employees who left Agfa in 2024 (numer-ator) by the total number of employees at the end of the reporting period (denominator). The numerator includes employees who left voluntarily, were dismissed, retired, or passed away while in service, while internal transfers between entities are excluded.
Employee numbers are reported in headcount at the end of the reporting period. Information about employees' age and gender is disclosed as recorded in Agfa’s database, maintained by local HR departments and the employees themselves.
| Female | Male | Other | Not disclosed | |||||
|---|---|---|---|---|---|---|---|---|
| Board of Directors | 2 | 29% | 5 | 71% | 0 | 0% | 0 | 0% |
| Top management (Management Level 0 and 1) | 4 | 24% | 13 | 76% | 0 | 0% | 0 | 0% |
| Top management (Management Level 2) | 5 | 13% | 34 | 87% | 0 | 0% | 0 | 0% |
Management levels 0, 1, and 2 typically represent the Executive Leadership and their direct reports.
| Age group | Number of employees |
|---|---|
| Under 30 years old | 304 |
| 30 – 50 years old | 2,032 |
| Over 50 years old | 2,429 |
No identified cases or fines related to severe human rights violations (e.g., forced labour, human trafficking or child labour) or to harassment have been filed in 2024. One incident citing discrimination was reported at Agfa in the United States in 2024. Following an analysis, the case was settled and closed without admission of guilt by Agfa. The applicable law was followed and Agfa paid $10,000 in compensation. Except this case, three complaints were reported in 2024 via the whistle-blowing procedure for alleged breaches of the Agfa CoC. Upon further analysis of the notification, two breaches have been confirmed and corrective actions have been taken. For one of the notifications, it was concluded that there had been no breach, and the file was closed without the need for follow-up or corrective action.
People are the driving force behind everything Agfa does, making it crucial to foster a work environment that offers the right conditions for thriving and growing. At the same time, employing people is a long-term strategic investment and Agfa, like many other global organizations, continues to experience competition in recruiting and retaining staff. While this war for talent may lead to payment inequality, Agfa considers market-conforming contractual conditions and remuneration packages as key tools to attract and retain the best talents on the market.
To maintain competitive working conditions, Agfa assesses a global compensation positioning by comparing the salary packages of its employees to the salaries applicable per job level and per country (region) in the general market with Korn Ferry/Hay Group as benchmark for the market reference salary. The Hay Methodology underlies three criteria to evaluate jobs:
This positioning allows to continuously:
Salary increases are reviewed during the annual Agfa Global Merit Review process. Associated personnel operational expenditures (OpEx) and liabilities can be found in the remuneration report and in the financial statements, both included in this report. This is completed by an annual review process driven by Agfa’s head office and complemented by an ad hoc check by the country’s social secretariat overseeing payroll conducted to ensure compliance with local minimum wage requirements.# AGFA-GEVAERT ANNUAL REPORT 2024
The approach involved comparing the lowest salary per country with the available minimal living wage requirements set by the country’s official authority. In the short term, Agfa will transition to the Willis Towers Watson (WTW) Global Grading System for job evaluation and use WTW survey data to benchmark the pay levels of its employees. This will allow a more structured and consistent approach to maintain a high level of data quality.
In 2024, Agfa confidently asserts that 100% of its employees are paid an adequate wage, in line with the available living wage benchmarks.
The gender pay gap is reported in accordance with the requirements of the ESRS for all male and female Agfa employees worldwide, regardless of the nature of their work. It is calculated as the grand total of the average difference between the average total remuneration for men and the average total remuneration for women, divided by the average total remuneration for men per country.
Annual total remuneration is calculated as the grand total of the average total remuneration (excluding the highest-paid individual) divided by the grand total of the total remuneration median per country.
For both metrics, total cash remuneration at full-time equivalent (100%), converted to euro, was used as a reference. This includes the monthly (or bi-weekly) salary at full-time equivalent (100%) multiplied by the number of installments, the target variable amount at full-time equivalent (100%), and all cash allowances at full-time equivalent (100%). To maintain feasibility and ensure a good level of data reliability, pension contributions, car allowances, and insurance and healthcare premiums – highly variable between countries – are not included in the calculation.
Training and skills development are crucial for Agfa’s long-term success, directly impacting employee satisfaction, morale, and engagement. A well-trained workforce enhances productivity, innovation, and supports business growth. Additionally, it presents an opportunity to leverage the potential of younger generations, ensuring knowledge transfer and developing future talents. By reporting on this topic, Agfa highlights its commitment to nurturing employee development, fostering an innovative mindset, and aligning with its strategic priorities and stakeholder expectations.
In 2019, Agfa aligned with the United Nations Sustainable Development Goals (SDGs) framework and identified six goals most relevant to the Group, based on the potential positive impact its activities could have in advancing these goals. One of these was SDG 4, "Quality Education," which has since been integrated into Agfa’s Learning & Development culture. At the heart of Learning & Development at Agfa is the mission to ensure that all employees possess the necessary skills to excel in their roles. While job-related training is mostly provided through managers, the Learning & Development department, based on a culture of continuous learning does not only equip colleagues with current, but also future-proof skills and helps them to build a mindset that welcomes future challenges and changes with positivity and adaptability.
Agfa's Learning Management System, MyLearning, is an online platform that enables the management and delivery of self-paced and instructor-led trainings. It comes with user-friendly features, such as role-based training to get the required training to the right people, easier administration, more self-service for learner, trainer and manager and social learning including rating, featuring and recommending courses.
The growth mindset promoted at Agfa is rooted in learning from feedback, celebrating success, viewing effort as a path to mastery, and seeing learning as a continuous journey with personal accountability to embrace challenges. Employee development plans are aligned with competence management and integrated into the 'FeedForward' Performance Management Framework. 'FeedForward' emphasizes the importance of continuous feedback, focusing on coaching and development rather than simply evaluating past performance. It fosters a more agile performance culture where both managers and employees play an active role in setting meaningful goals aligned with the company’s overall strategy and culture. It also involves continuously clarifying expectations, refocusing goals, exchanging feedback to enhance performance, and discussing development.
Every year, senior managers are invited to participate in the People Review process to proactively identify key competencies for their department for the future, draw up succession planning for enterprise key roles and list high potentials, i.e. employees who show the potential to take on roles with a broader scope and who are usually on Agfa’s succession bench for wider roles, within the organization. Agfa’s Human Resources Business Partners and Managers are specifically trained in rolling out the review and in coaching senior managers through this process. To a large extent, the results determine the action plan for development actions and programs for the rest of the calendar year and are followed up centrally by the Talent Development team for each division and corporate center.
Development actions and programs include for example:
* Job rotation and succession plans, career mapping steps.
* Soft skills training plan.
* Talent programs that focus on acquiring the skills, knowledge and practice in building a concrete business case within a nine-month track which is then presented to the leadership teams.
* Leadership programs that aim to equip recently or soon to be promoted people managers with the skills needed to transition from team member to leading a team. This should allow them to progress to skilled people managers who coach other leaders and drive leadership behaviors across Agfa.
* Access to a 360 degree feedback survey providing insights on how one is perceived in one’s own role, benchmarked against a HR Consultant database (Hudson).
* Access to a Virtual Development Centre (VDC) model, a more agile and business-driven approach based on Hudson competencies, to prepare nominated employees for new or broader roles, with a targeted development track based on outcomes.
Agfa has not yet established training-related targets aligned with the ESRS-specific metrics, which will include performance reviews and average training hours per employee. Instead, the focus has been placed on platform uniformity to ensure that data related to all employees is centrally available, rather than being spread across several division-specific systems. From this starting point, a baseline can be established (in the short term), and targets can be defined (in the medium term).
Based on the materiality assessment previously conducted and described on page 232 of this report, (occupational) health and safety within the workplace emerges as a critical factor in ensuring the well-being of employees. Failure to effectively implement mitigation measures can result in significant negative impacts on employee health, mainly related to individual incidents, leading to increased absenteeism, reduced productivity, and higher turnover rates. These outcomes not only jeopardize the health and safety of the workforce but also pose risks to Agfa's overall performance and business continuity, underscoring the need for robust health and safety protocols to protect both employees and the organization.
Agfa takes a holistic approach to health and safety, addressing all aspects of well-being, both physical and mental. This encompasses the working environment, ergonomic considerations, illness and burn-out prevention, as well as the promotion of healthy behaviors. Safety is an integral part of Agfa’s corporate culture, and the Group always expects a strong commitment to safe practices from everyone – employees, visitors and contractors alike – ensuring that safety standards are consistently upheld across all Agfa's locations. At all sites, a comprehensive set of minimum safety measures adapted to the performed activities, is implemented to ensure the well-being of employees and maintain a safe work environment.# These measures include conducting regular observation rounds on the work floor to monitor activities and surroundings, proactively identifying and addressing potential unsafe situations. In many of the labs and warehouses, the 6-S methodology (Sort, Set in Order, Shine and Inspect, Standardize, Sustain, Safety) is applied, promoting lean space management and fostering both safety and operational excellence. Support is also provided for proper ergonomic workspace setups, alongside guidance on maintaining an active and healthy lifestyle. Agfa’s employees are offered first aid courses and regular health check-ups tailored to their specific job risks. Incident reporting is harmonized across all locations, ensuring that data is consistently available to take corrective actions and comply with national and local legislation. A notification process for accidents has been introduced to increase internal visibility and improve follow-up and investigations. Root cause analysis is conducted for each reported incident, near-accident, and accident, enabling the implementation of targeted corrective measures. Furthermore, findings from accident investigations are shared across sites, allowing for knowledge transfer and lever- aging the experience of sites with long-term safety records, some of which have achieved 'zero' lost-time accidents for multiple years. These measures are reinforced by specific safety programs and education on sites with the highest number of acci- dents. Consequently, in Mortsel, which has historically been one of the sites recording a high number of accidents, the ‘Safety High Five’ initiative has been launched for everyone. It contains a set of essential safety requirements as well as do's and don'ts and ensures that everyone has access to the necessary tools and knowledge to work safely. It is tailored to address five key risk areas: Safety rules during mobility, whether on foot, by bicycle, or using motorized vehicles. The appropriate use of collective and personal protective equipment.
Specific instructions for working at heights to prevent accidents. Safe work methods for tasks involving equipment and plants that require energy isolation, commonly referred to as LoToTo (Lock Out, Tag Out, Try Out). Work permit requirements for tasks with high safety risks, such as fire hazards, intoxication, or suffocation. The implementation of these training measures is customized according to each individual’s work profile, ensuring relevance and effectiveness in addressing the specific risks they encounter on the job. Additionally, the ‘SafeStart’ initiative was also kicked off for the manufacturing team to specifically address the accidents happening during routine tasks, when people are in a hurry or distracted. This program complements the ‘Brain-Based Safety’ initiative started in 2022 for the maintenance and service teams in Mortsel, which builds on neuroscience to deliver coaching that addresses human behavior as a root cause of work-related accidents. Mental health is also essential when preserving the health of employees. Activities to monitor and address concerns are mainly defined at local level, as well as the identification and the specificity of the potential threats based on the operations carried out at each site. At Group level, Agfa supports its employees by providing online resources and training sessions related to anti-stress techniques and awareness-raising campaigns that encourage people to work and live more healthily and consciously. A good work-life balance also plays a crucial role for mental health and entails much more than just the ratio between work hours and private time. How much employees like their job and how much satisfaction they derive from it is at least as important. It is also important to acknowledge that the right balance can be different for everyone, and that people’s needs may change over time. Therefore, Agfa has a series of measures in place that are meant to strive for the best possible work-life balance for all its employees, e.g. flexible working hours, part-time work options, thematic leaves, time credits, hybrid work.
To support Agfa’s ambition of achieving zero accidents, a target was set in 2019 to reduce the number of accidents resulting in at least one lost workday in Agfa’s workforce worldwide by 50% by 2025. In agreement with the manu- facturing sites, the Sustainability Office proposed the target to the Executive Leadership and the Board of Directors, who subsequently approved and endorsed it. This target was based on an annual reduction of 10%. Unfortunately, despite the significant efforts and investments made, the actual results so far do not reflect a positive outcome. This highlights the need for further improvements and underscores the importance of reinforcing the safety culture across the organization. Agfa believes that one accident is always one too many and remains committed to working toward reducing the number of accidents.
| 2019 Baseline | 2025 Target | 2024 Milestone | 2024 Actual results | |
|---|---|---|---|---|
| Maximum 34 accidents | Maximum 17 accidents | Maximum 24 accidents | 26 accidents | |
| resulting in at least one | resulting in at | resulting in at least | resulting in at | |
| lost workday | least one lost | one lost workday | least one lost | |
| workday (-50%) | workday |
As stated on page 226 of this report, health and safety are integrated to the annual sustainability goals validated by Agfa's Board of Directors and as such quarterly reported to internal and external stakeholders.
The entire workforce (100%) is covered by Agfa’s health and safety management system based on legal requirements and/or recognized standards or guidelines. No scope limitation applies, the entire Group is represented in the metrics summarized in the following table.
| 2024 | |
|---|---|
| Number of fatalities as a result of work-related injuries and work-related ill health | 0 |
| Number of recordable work-related accidents (injury or ill health) for own workforce | 43 |
| Frequency rate of recordable work-related accidents for own workforce | 5.66 |
| Number of lost workdays | 639 |
Starting 2024, health and safety data collection has been expanded to include not only manufacturing organizations but also sales organizations. For manufacturing organiza- tions, the data is based on primary sources, specifically monthly inputs from the sites. In contrast, data processing for sales organizations relies on:
As mentioned in the general disclosures related to ESRS 2, Agfa’s operations, value chain, products, services, and business relationships may materially impact various consumers and end-users. The end-users of Agfa’s Digital Print & Chemicals products and Radiology Solutions products (e.g. printing operators, radiologists and medical staff), and to a further extent their consumers (e.g. the consumers of printed media and patients) may be exposed to radiation, emissions or chemical products that are inherently harmful to people and/or increase risks for chronic disease. Those of Agfa’s Healthcare IT and Radiology Solutions divisions are also particularly sensitive to their right to privacy and per- sonal data protection. Agfa strives to positively impact the health, safety, and well-being of its customers and end-users by ensuring high-quality patient care and consumer health and therefore prioritizes delivering top-quality solutions while maintaining robust information security. Although not particularly vulnerable to impacts from marketing and sales strategies, Agfa's consumers and end-users rely on accurate and accessible product- or service-related information, such as manuals and product labels, to prevent potential misuse or damages. So, equally important is operating in a responsible, sustainable, and transparent manner to uphold the highest standards of safety and integrity.
To support the translation of Agfa’s approach to product stewardship into clear day-to-day processes, a series of global policies and corporate guidelines have been established. The Corporate Governance Charter sets Product Stewardship as one of the Group’s corporate commitments and confirms its principle of protecting the health and safety of its customers and of not restricting its activities to merely complying with legal requirements relative to safety, health and the environment. The Corporate Governance Charter (and its appendices) is fully endorsed by Agfa’s management, the Board of Directors being the ultimate body account- able for its implementation. It applies to all Agfa’s directors, officers and employees.# SUSTAINABILITY STATEMENTS - GOVERNANCE INFORMATION
The main principles are then integrated in the Corporate Safety, Health and Environment (SHE) Policy, owned by the Product Safety & Regulatory Affairs Department, the Group Sustainability Management Policy, owned by the Corporate Sustainability Office, and the Sustainable Procurement Policy, owned by the Purchasing department. They are described as follows: Comprehensive environmental protection and occupational safety are given the same priority as customer orienta- tion, high product quality and commercial efficiency. Products and processes are designed, developed, and manufactured to minimize the impact on the environment and the occupational safety and health risks of all the phases of the life cycle, including the customer use phase.
In regard to information management, the Corporate Governance Charter includes Agfa’s policy to support its cus- tomers in protecting their privacy by delivering secure products and services. This is done by making Information Security and Privacy an integral part of the quality of Agfa’s products and services, organization and operations; by protecting privacy (with a special focus on sensitive private data, such as health data); by complying with privacy and security regulations that are applicable to Agfa and its customers; and by securing information as a critical asset of the Group's business. This is then further implemented by the Global Information Security & Privacy Policy developed by Agfa’s corporate Information Communications Security (ICS) Department, available on the corporate intranet. Implementing this policy supports Agfa’s commitment to adhering to the guidelines of the ISO 27001, an international standard for information security management systems (ISMS), ensuring data protection and cybersecurity.management.
These are complemented by various local policies developed based on specific local and national legal requirements, as well as the type of operations carried out at each plant. Additionally, each of Agfa’s business divisions has imple- mented specific policies that reflect the high level of services envisioned and are tailored to their respective fields of operation.
For example: Agfa’s Product Safety & Regulatory Affairs Department has developed a corporate policy on the use of chemical substances with Carcinogenic, Mutagenic and Reprotoxic (CMR) properties. This policy, available publicly on Agfa’s website, is used by research and development teams to research and improve solutions that benefit the customers and end-users. It foresees that Agfa's products do not contain any CMR category 1A or category 1B substances at market introduction. CMR category 2 substances are only allowed if a technical investigation found their use unavoidable and safe use has been proven.
Corporate guidelines for green marketing have also been developed and published on Agfa’s intranet, to ensure fact-based communication without any attempt to minimize or exaggerate hazards.
Healthcare being a highly regulated market, a number of policies are aligned to internationally standardized benchmarks and certifications, e.g. ISO 13485 which is a quality management system (QMS) standard specifi- cally for medical devices, ensuring compliance with regulatory and customer requirements; the Medical Device Regulation (MDR) EU 2017/745 which is a European regulation governing medical devices, ensuring safety and performance throughout the product lifecycle; the FDA Regulations which are the U.S. Food and Drug Administra- tion requirements for medical devices, ensuring they are safe and effective for use in the U.S. market; the HIPAA (Health Insurance Portability and Accountability Act) which is a U.S. legislation ensuring the privacy and security of patient health information; ISO 27001 which is an international standard for information security management systems (ISMS), ensuring data protection and cybersecurity.
The human rights commitments in regards to the respect for the human rights and measures to provide and/ or enable remedy for human rights impacts that are outlined in S1-1 Policies related to own workforce aligned with internationally recognised instruments also extend to Agfa’s value chain, making them relevant to consumers and end-users.
Agfa engages with consumers and end-users mainly through its customers and considers it a high priority to be their partner of choice for the long term, promoting the ability to learn from each other, listening to the industry needs and being market driven. Usually, the leadership teams of each business division take operational responsibility for ensuring this engagement happens and that the results inform Agfa’s approach.
At global level, Agfa mainly uses its corporate website and social media, for instance to inform regularly about its products, its main businesses and sustainability updates and progress, its products’ Safety Data Sheets (SDS), etc. Targeted events, talks and podcasts are also useful to share knowledge and expertise to a broader audience. These are complemented by a series of tools that are more or less relevant depending on the country and/or the specific markets.
As such, engagement with customers occurs continously throughout the entire commercial chain. This starts from the strategy definition and idea generation stage, e.g. using annual advisory boards with key opinion leaders and cus- tomer interviews to collect their views and opinions, and continues up to the Research & Development phase, where main customers regularly influence the prioritization of feature requests. Before launching solutions on the market, a number of customers are also systematically involved in clinical trials and serve as beta or Design Readiness Assess- ment (DRA) customers. During all installations, User Acceptance Tests are systematically conducted with customers, allowing them to evaluate the quality of Agfa's support during the initialization phase of they become familiar with the solutions.
Next to the direct feedback received during the frequent interactions with the local organizations, ad hoc customer satisfaction questionnaires and service ticket resolution data are possible ways for Agfa to measure the effectiveness of customer engagement.
The channels and structures described in the governance section of this Sustainability Statement, including whistle- blowing mechanisms, are also accessible to external stakeholders, including customers, consumers, and end-users.
To address specific needs related to the performance of marketed solutions, the business divisions have also implemented management systems to handle any instances of complaint or non-compliance, whether identified preventively through internal audits or reported by a customer, a notified body, or an authority. These systems include a clear escalation flow and well-defined processes for Corrective and Preventive Actions (CAPA) to ensure that issues are effectively addressed, and future occurrences are prevented. Customers are provided with access to escalation points of contact through the user and service manuals of the solutions.
A focus on innovation and the development of safe, high-performing, and sustainable products, along with a contin- uous effort to improve and stay aligned with the evolving high standards of data management security are essential to achieving a proper impact, risk and opportunity management. Agfa believes that the policies, structures, and processes outlined in the previous paragraphs provide a comprehensive understanding of the key actions taken to manage related impacts, risks, and opportunities. In any way, engagement with consumers and end-users through customers is an ongoing process, and Agfa remains committed to continuously strengthening these interactions.
The priority so far has been put on the adherence to regulations and high market standards, which are considered pre- requisites for Agfa. However, given that each business division follows a specific market approach and strategy, it has not been feasible to establish a single, time-bound target related to consumers and end-users for the Group as a whole.
In the meantime, in the short to medium term, Agfa intends to maintain its focus on effective product and service management, aiming to ensure full compliance of its portfolio with binding legislation, as well as the highest quality and data protection standards. This includes fostering transparent and efficient information exchange, leveraging collaboration and open innovation with customers to accelerate the exploration and validation of ideas. Additionally, Agfa is committed to promoting a learning mindset within the organization and enhancing its approach to delivering sustainable business solutions.
With the RUBEE AI product suite Agfa HealthCare seamlessly inte- grates clinical packages in Enterprise Imaging creating a flexible platform or tailored integrations - empowering radiologists to work smarter, not harder.
Agfa’s gold-standard MUSICA image processing software automatically analyzes the characteristics of each raw X-ray image.# 4. Governance Information
Following the materiality assessment conducted by Agfa, as detailed on page 232 of this report, business conduct – including the protection of whistle-blowers, prevention of corruption and bribery, and management of supplier relationships – represents material positive impacts and opportunities for Agfa. However, if not managed properly, these areas could pose significant financial risks. Agfa pays great attention to transparent policies that determine the governance of the Group. The goal is to compete vigorously, independently, ethically and fairly, while assuming the responsibility of being a socially responsible company in all countries in which the Group operates worldwide. These policies include Agfa’s Code of Conduct, being integrated in the Corporate Governance Charter, publicly available on Agfa’s website. It lists high-level principles that reflect the Group’s objective to operate and grow in a sustainable way, considering the wishes and well-being of its stakeholders, both internal and external. Agfa’s Board of Directors (BoD) is the ultimate body accountable for the definition and implementation of the Corporate Governance Charter. As such, the BoD regularly conducts comprehensive reviews to assess whether it still is aligned with the latest principles, provisions and guidelines on corporate governance and updates it as often as needed so it reflects the Group’s corporate governance at any time.
According to the Group’s Code of Conduct (CoC), all Agfa employees, as well as external consultants and contracting parties working with the company, are expected to adhere to the highest standards of ethical conduct and integrity, fully complying with the applicable laws in each jurisdiction where the company operates. Respecting these rights, along with acknowledging the individualities of each employee, is essential for fostering a work environment where everyone is treated with respect.
The CoC includes, amongst others, principles regarding:
The internal whistle-blower reporting channel is described in the Code of Conduct, specifying that complaints and questions are handled in a systematic and confidential manner by the employee’s superior and/or by the Group Compliance Office, without any form of retaliation. External stakeholders who notice a situation that appears to conflict with the law, the CoC or with other regulations, can also use this channel and submit their concerns by e-mail, phone or letter to the Group Compliance Office.
The procedures to investigate business conduct incidents, including incidents of corruption and bribery, are defined on a case-by-case basis and conducted promptly, independently and objectively. While there is no standalone training policy specifically addressing bribery and corruption, Agfa systematically asks its managers involved in decision-making processes, considered functions at risk in respect of corruption and bribery, to (re)confirm that they have read and understood the Code of Conduct. This process is, further described in the section G1-3 Prevention and detection of corruption and bribery, being gradually rolled out to all Agfa employees.
As an organization, Agfa is part of an ecosystem where suppliers are essential to providing its own products and services to the market. Having close relationships with suppliers means that their performance and reputation impact Agfa’s own performance and reputation. This is why Agfa expects its suppliers to adhere to the same sustainability standards as it does. Building on the global Agfa Code of Conduct, a specific Agfa Supplier Code of Conduct (CoC) has been developed for all Agfa suppliers, distributors and agents to back up their collaboration with Agfa. The Supplier CoC mandates compliance with laws, the maintenance of applicable legal systems, and the demonstration of adherence to both legal requirements and widely accepted standards of fairness and human decency by suppliers.
Agfa’s Purchasing department is responsible for implementing this Supplier CoC, which has been incorporated into Agfa’s supplier agreements alongside a specific sustainability clause. This clause addresses areas such as human rights, conflict mineral sourcing, environmental protection, sustainable development, bribery, and corruption. Compliance is further monitored during on-site visits to Agfa’s suppliers. Ad hoc transactions and those governed by agreements signed prior to the introduction of the Supplier CoC and sustainability clause into standard practice are also covered, as the Supplier CoC is referenced in all purchase orders through the Group’s General Purchasing Conditions, both of which are publicly accessible on Agfa’s corporate website.
The areas addressed by the Supplier CoC include, in line with applicable ILO standards:
Additionally, to ensure and regulate mutual fair interactions, Agfa’s Purchasing Department provides its employees worldwide with a policy on ethical behavior, tailored to their roles due to the specific nature of their tasks. This policy sets forth important principles of ethical business conduct, considering the specific context and needs of Agfa Purchasing employees. It provides detailed guidance on interactions with suppliers, government officials, and other third parties, while strictly prohibiting bribery, corruption, and insider trading. Furthermore, it focuses on compliance with competition and anti-trust laws, safeguarding of confidential information, property rights, and resources, as well as on avoidance of conflicts of interest. It also emphasizes employment principles, safety, health, and environmental considerations. The policy incorporates specific examples of potential rule breaches and outlines the expected behavior of employees in such circumstances.
While there is no explicit, document-based payment practices policy, Agfa consistently settles invoices according to the mutually and contractually agreed-upon payment terms, ensuring payments are made by the specified deadline. The relationships with suppliers are managed by Agfa’s Purchasing Department in compliance with specific local and national legal requirements and guided by the principles of Agfa’s sustainable procurement policy, also embedded in the Group Sustainability Management Policy. These policies aim to incorporate environmental and social criteria into supplier assessments, prioritize sourcing from suppliers who align with Agfa’s values and adhere to its Supplier Code of Conduct, and ensure compliance with relevant safety, health, and environmental requirements for specific product categories, should they be used in any of its products, e.g. regarding the sourcing of conflict minerals.
The selection of Agfa’s suppliers follows a structured qualification and control process that looks into different areas relevant to the management of present and future relationships. Suppliers undergo classification based on a tiering system considering their (potential) impact on Agfa’s business profit, continuity, end-customers, as well as the related supply market complexity and risk level. This classification then guides the nature and frequency of qualification and control processes, such as nomination committees, assessment questionnaires, audit, scorecards, etc., which encompass different aspects of supplier performance.
Since 2023, assessment questionnaires such as the Potential Supplier Assessment (PSA) used for qualifying (potential) new suppliers and the assessment questionnaire used for auditing existing suppliers take into account sustainability (including climate action), environment, and safety categories on top of the existing ones, namely resource and quality management, regulatory affairs and information security. Currently and in the short term, these sustainability assessments are used to raise awareness both internally and externally, while enhancing the understanding of the maturity of Agfa’s supplier base. This runs alongside other initiatives aimed at equipping the team with the necessary knowledge to effectively utilize this information. For example, in 2024, the entire purchasing team received training as part of their annual sustainable procurement program, focusing on what sustainability means for them as purchasing community, how to perform due diligence and appropriately use the collected data. In the medium term, Agfa plans to explore the feasibility of incorporating this information as a scored criterion in supplier selection processes. This will build on the already observed positive impacts of broadening discussions with suppliers beyond the traditional focus on purchase conditions – which, while undoubtedly necessary, are now complemented by opportunities for innovation and co-creation, fostering deeper collaboration and mutual growth.# G1-3 Prevention and detection of corruption and bribery
Various levels of internal control and risk management systems are implemented at Agfa to prevent, detect, investigate and respond to allegations or incidents related to business conduct, including corruption, bribery or any other principle mentioned in the Corporate Governance Charter. In addition to the available whistle-blower channels, this includes:
Agfa’s annual Compliance Review was presented directly to the Board of Directors before the end of the 2024 fiscal year. All these processes are publicly outlined in the Corporate Governance Charter, ensuring that anyone for whom they are relevant has access to the information, along with channels to ask questions and seek clarification. All Agfa employees have access to dedicated training channels on the Group’s online learning platform, enabling them to develop behaviors and strategies that model ethical, honest, and trustworthy practices. The biennial request, automatically sent by e-mail to all senior managers involved in decision-making processes, (i.e., management level 2 and above, with level 0 being the highest) to explicitly requires them to (re)confirm that they have read and understood the Code of Conduct. This ensures that 100% of functions-at-risk regarding corruption and bribery are adequately covered by training programmes on anti-corruption, whistleblower protection, and good business practices — core elements of the Code of Conduct. This process is being gradually rolled out to all Agfa employees.
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In 2024, there was no conviction or fine for violation of anti-corruption and anti-bribery laws involving Agfa or its employees. As a result, no further action was taken to address breaches in procedures and standards of anti-corruption and anti-bribery.
In 2024, there were no legal proceedings outstanding for late payments. Payment terms are defined based on national legislation and mutual agreements between Agfa’s Purchasing Department and the suppliers. They differ by region and are distributed as follows:
| Region | Average payment terms, mutually agreed |
|---|---|
| Asia Pacific | 37 days |
| Europe, Middle East and Africa | 44 days |
| Latin America | 26 days |
| North America | 37 days |
These payment terms are calculated as a weighted average based on spend and payments, covering all transactions completed during the reporting year. Payment runs are scheduled on a weekly basis, making it challenging to align perfectly with the payment terms. As a result, in 2024, 9% of all payments were made exactly on the due date, 77% were completed either in advance or within one calendar week. Considering all transactions completed during the reporting year, it took on average 53 days for Agfa to pay an invoice from the date when the mutually agreed payment terms started to be calculated.
294 SUSTAINABILITY STATEMENTS - GOVERNANCE INFORMATION
CriticalScan is part of Agfa Radiology Solutions smart technologies. By identifying suspicious critical pathologies, CriticalScan ensures that medical images with key diagnostic information can be immediately marked as high priority at the point of care. Enhanced pathology visualization enables fast and improved patient outcomes.
AGFA-GEVAERT ANNUAL REPORT 2024 295 296
| Disclosure Requirement and related datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law Climate Law ( 26 ) reference | ESRS | GOV-1 | page 224 | page 224 |
|---|---|---|---|---|---|---|---|---|
| Board’s gender diversity | ESRS 2 | GOV-1 | page 224 | |||||
| Percentage of board members who are independent | ESRS 2 | GOV-4 | page 226 | |||||
| Statement on due diligence | ESRS 2 | SBM-1 | page 228 | page 228 | ||||
| Involvement in activities related to fossil fuel activities | paragraph 40 (d) i | ESRS 2 | SBM-1 | page 228 | page 228 | |||
| Involvement in activities related to chemical production | paragraph 40 (d) ii | ESRS 2 | SBM-1 | Not material | Not material | |||
| Involvement in activities related to controversial weapons | paragraph 40 (d) iii | ESRS 2 | SBM-1 | Not material | ||||
| Involvement in activities related to cultivation and production of tobacco | paragraph 40 (d) iv | ESRS E1-1 | page 256 | |||||
| Transition plan to reach climate neutrality by 2050 | paragraph 14 | ESRS E1-1 | page 256 | page 256 | ||||
| Undertakings excluded from Paris-aligned Benchmarks | paragraph 16 (g) | ESRS E1-4 | page 258 | page 258 | page 258 | |||
| GHG emission reduction targets | paragraph 34 | ESRS E1-5 | page 259 | |||||
| Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) | paragraph 38 | ESRS E1-5 | page 259 | |||||
| Energy consumption and mix | paragraph 37 | ESRS E1-5 | page 259 | |||||
| Energy intensity associated with activities in high climate impact sectors | paragraphs 40 to 43 | ESRS E1-6 | page 260 | page 260 | page 260 | |||
| Gross Scope 1, 2, 3 and Total GHG emissions | paragraph 44 | ESRS E1-6 | page 260 | page 260 | page 260 | |||
| Gross GHG emissions intensity | paragraphs 53 to 55 | ESRS E1-7 | Not material | |||||
| GHG removals and carbon credits | paragraph 56 | ESRS E1-9 | page 234 | |||||
| Exposure of the benchmark portfolio to climate-related physical risks | paragraph 66 | ESRS E1-9 | Phased-in | |||||
| Disaggregation of monetary amounts by acute and chronic physical risk | paragraph 66 (a) | ESRS E1-9 | page 234 | |||||
| Location of significant assets at material physical risk | paragraph 66 (c). | ESRS E1-9 | ||||||
| Breakdown of the carrying value of its real estate assets by energy-efficiency classes | paragraph 67 (c). | ESRS E1-9 | Phased-in | |||||
| Degree of exposure of the portfolio to climate- related opportunities | ESRS E1-9 | Phased-in | ||||||
| Data points deriving from other EU legislation | Appendix |
297 AGFA-GEVAERT ANNUAL REPORT 2024
| Disclosure Requirement and related datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law Climate Law (26) reference | ESRS | page 266 | |
|---|---|---|---|---|---|---|---|
| Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air | paragraph 28 | ESRS E2-4 | |||||
| Water | paragraph 9 | ESRS E3-1 | page 268 | ||||
| Marine resources | paragraph 9 | ESRS E3-1 | page 268 | ||||
| Dedicated policy | paragraph 13 | ESRS E3-1 | Not material | ||||
| Sustainable oceans and seas | paragraph 14 | ESRS E3-4 | page 269 | ||||
| Total water recycled and reused | paragraph 28 (c) | ESRS E3-4 | page 269 | ||||
| Total water consumption in m 3 per net revenue on own operations | paragraph 29 | ESRS 2- SBM 3 - E4 | paragraph 16 (a) i | Not material | |||
| paragraph 16 (b) | ESRS 2- SBM 3 - E4 | Not material | |||||
| paragraph 16 (c) | ESRS 2- SBM 3 - E4 | Not material | |||||
| Sustainable land / agriculture practices or policies | paragraph 24 (b) | ESRS E4-2 | Not material | ||||
| Sustainable oceans / seas practices or policies | paragraph 24 (c) | ESRS E4-2 | Not material | ||||
| Policies to address deforestation | paragraph 24 (d) | ESRS E5-5 | page 272 | ||||
| Non-recycled waste | paragraph 37 (d) | ESRS E5-5 | page 272 | ||||
| Hazardous waste and radioactive waste | paragraph 39 | ESRS 2 - SBM3 - S1 | page 232 and page 275 | ||||
| Risk of incidents of forced labour | paragraph 14 (f) | ESRS 2 - SBM3 - S1 | page 232 and page 275 | ||||
| Risk of incidents of child labour | paragraph 14 (g) | ESRS S1-1 | page 275 | ||||
| Human rights policy commitments | paragraph 20 | ESRS S1-1 | page 275 | ||||
| Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, | paragraph 21 | ESRS S1-1 | page 275 | ||||
| processes and measures for preventing trafficking in human beings | paragraph 22 | ESRS S1-1 | page 275 | ||||
| workplace accident prevention policy or management system | paragraph 23 | ESRS S1-3 | page 277 | ||||
| grievance/complaints handling mechanisms | paragraph 32 (c) | ESRS S1-14 | page 285 | page 285 | |||
| Number of fatalities and number and rate of work-related accidents | paragraph 88 (b) and (c) | ESRS S1-14 | page 285 | ||||
| Number of days lost to injuries, accidents, fatalities or illness | paragraph 88 (e) | ESRS S1-14 | page 282 | page 282 |
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| Disclosure Requirement and related datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law Climate Law ( 26 ) reference | ESRS | page 282 | page 282 | |
|---|---|---|---|---|---|---|---|---|
| Unadjusted gender pay gap | paragraph 97 (a) | ESRS S1-16 | page 282 | |||||
| Excessive CEO pay ratio | paragraph 97 (b) | ESRS S1-16 | page 282 | |||||
| Incidents of discrimination | paragraph 103 (a) | ESRS S1-17 | page 281 | |||||
| Non-respect of UNGPs on Business and Human Rights and OECD Guidelines | paragraph 104 (a) | ESRS S1-17 | page 281 | page 281 | ||||
| Significant risk of child labour or forced labour in the value chain | ESRS 2- SBM3 – S2 | Not material | ||||||
| Human rights policy commitments | paragraph 17 | ESRS S2-1 | Not material | |||||
| Policies related to value chain workers | paragraph 18 | ESRS S2-1 | Not material | |||||
| Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines | paragraph 19 | ESRS S2-1 | Not material | Not material | Not material | |||
| Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, | paragraph 19 | ESRS S2-4 | Not material | |||||
| Human rights issues and incidents connected to its upstream and downstream value chain | paragraph 36 | ESRS S3-1 | Not material | |||||
| Human rights policy commitments | paragraph 16 | ESRS S3-1 | Not material | Not material | ||||
| non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines | paragraph 17 | ESRS S3-4 | Not material | |||||
| Human rights issues and incidents | paragraph 36 | ESRS S4-1 | ||||||
| Policies related to consumers and end-users | paragraph 16 | ESRS S4-1 | page 286 | page 286 | page 286 | |||
| Non-respect of UNGPs on Business and Human Rights and OECD guidelines | paragraph 17 | ESRS S4-4 | page 288 | |||||
| Human rights issues and incidents | paragraph 35 | ESRS G1-1 | page 291 | United | ||||
| paragraph 10 (b) | ||||||||
| ESRS G1-1 page 294 |
paragraph 10 (d)
ESRS G1-4 page 294
page 294
paragraph 24 (a)
ESRS G1-4 page 294
paragraph 24 (b)
Film products produced in Agfa’s production facilities in Mortsel, Belgium, are increasingly finished as close as possible to or by customers. Therefore, master rolls of film are shipped to destinations around the globe.
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We present to you our statutory auditor’s report in the context of our legal limited assurance engagement on the consolidated sustainability statement of Agfa-Gevaert NV (the “Company”) and its subsidiaries (jointly “the Group”). The consolidated sustainability statement of the Group is included in the Sustainability Statements section of the Annual Report on 31 December 2024 and for the year then ended (hereafter “the consolidated sustainability statement”).
Following the proposal formulated by the board of directors and following the recommendation by the audit com- mittee, we have been appointed by the board of directors by virtue of the engagement letter dated 24 January 2025 to perform a limited assurance engagement on the consolidated sustainability statement of the Group. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2024. This is the first year that we have performed our assurance engagement on the consol- idated sustainability statement.
We have conducted a limited assurance engagement on the consolidated sustainability statement of the Group. Based on the procedures we have performed and the assurance evidence we have obtained, and except for the possi- ble effects of the matter described in the “Basis for qualified conclusion” section, nothing has come to our attention that causes us to believe that the consolidated sustainability statement of the Group, in all material respects:
As disclosed by the Company in note “BP-1 General basis for preparation of the sustainability statements” of the con- solidated sustainability statement, the environmental sustainability information related to E1 Energy consumption and mix; E1 Scope 1 and 2 GHG emissions; E2 Pollution of air and substances of (very high) concern that leave Agfa’s facilities as emissions; E3 Water consumption; and E5 Resources outflows (waste) has been limited to Agfa’s most primary sites which are located in Belgium, and are the only sites with chemical activ- ities. Data from other Agfa’s organisations has been excluded for the aforementioned environmental sustainability information. Consequently, the respective aforementioned environmental information may be materially misstated, however, we were unable to quantify the amount of the potential material misstatement.
We conducted our limited assurance engagement in accordance with International Standard on Assurance Engage- ments (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial informa- tion (“ISAE 3000 (Revised)”), as applicable in Belgium. Our responsibilities under this standard are further described in the “Statutory auditor’s responsibilities for the limited assurance of the consolidated sustainability statement” section of our report.
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We have complied with all ethical requirements that are relevant to assurance engagements of sustainability state- ments in Belgium, including those related to independence. We apply International Standard on Quality Management 1 (ISQM 1), which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We have obtained from the board of directors and Company officials the explanations and information necessary for performing our limited assurance engagement. We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our qualified conclusion.
The scope of our work is limited to our limited assurance engagement regarding the consolidated sustainability statement of the Group. Our limited assurance engagement does not extend to information related to the comparative figures included in the consolidated sustainability statement.
The board of directors is responsible for designing and implementing a Process and for disclosing this Process in note “IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities” of the consoli- dated sustainability statement. This responsibility includes:
The board of directors is further responsible for the preparation of the consolidated sustainability statement, which includes the information established by the Process:
This responsibility comprises:
The board of directors is responsible for overseeing the Group’s sustainability reporting process.
In reporting forward-looking information in accordance with ESRS, the board of directors is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and
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possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected and the deviation from that can be of material importance.
Our responsibility is to plan and perform the assurance engagement with the aim of obtaining a limited level of assurance about whether the consolidated sustainability statement contains no material misstatements, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or errors and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of the consolidated sustainability statement.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), as applicable in Belgium, we apply professional judgment and maintain professional scepticism throughout the engagement. The work performed in an engagement aimed at obtaining a limited level of assurance, for which we refer to the section "Summary of work performed," is less in scope than in an engagement aimed at obtaining a reasonable level of assurance. Therefore, we do not express an opinion with a reasonable level of assurance as part of this engagement.
As the forward-looking information in the consolidated sustainability statement and the assumptions on which it is based, are future related, they may be affected by events that may occur in the future and possible future actions by the Group.# Actual outcomes are likely to be different from the assumptions, as the anticipated events frequently do not occur as expected, and the deviation from that can be of material importance. Therefore, our conclusion does not provide assurance that the reported actual outcomes will correspond with those included in the forward-looking information in the consolidated sustainability statement. Our responsibilities regarding the consolidated sustainability statement, with respect to the Process, include: obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; designing and performing work to evaluate whether the Process is consistent with the description of the Process by the Group, as set out in note “IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities” of the consolidated sustainability statement. Our other responsibilities regarding the sustainability statement include: acquiring an understanding of the entity's control environment, the relevant processes, and information systems for preparing the sustainability information, but without assessing the design of specific control activities, obtain- ing supporting information about their implementation, or testing the effective operation of the established inter- nal control measures; identifying where material misstatements are likely to arise, whether due to fraud or error, in the consolidated sustainability statement; and designing and performing procedures responsive to where material misstatements are likely to arise in the consol- idated sustainability statement. 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, misrepresenta- tions, or the override of internal control.
A limited assurance engagement involves performing procedures to obtain evidence about the consolidated sustaina- bility statement. The procedures carried out in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reason- able assurance engagement been performed.
303 AGFA-GEVAERT ANNUAL REPORT 2024
The nature, timing, and extent of procedures selected depend on professional judgment, including the identification of areas where material misstatements are likely to arise in the consolidated sustainability statement, whether due to fraud or errors.
In conducting our limited assurance engagement with respect to the Process, we have:
In conducting our limited assurance engagement, with respect to the consolidated Sustainability Statement, we have:
Our registered audit firm and our network did not provide services which are incompatible with the limited assurance engagement, and our registered audit firm remained independent of the Group in the course of our mandate.
Antwerp, 10 April 2025
The statutory auditor
PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL
Represented by Sofie Van Grieken
Bedrijfsrevisor/Réviseur d'entreprises
Acting on behalf of Sofie Van Grieken BV
304
305 AGFA-GEVAERT ANNUAL REPORT 2024
Order intake for services with a recurring transaction model (Revenue recognition over time as opposed to one-off). Examples include: License Subscriptions, Managed services, Cloud computing services, SaaS contracts).
Order intake for goods and services delivered and revenue recognized at a single point in time. Examples include: Perpetual Licenses, Implementation services, Hardware.
| 2020 | 2021 | 2022 | Re-presented (1) 2023 | 2024 | |
|---|---|---|---|---|---|
| Revenue | 1,709 | 1,760 | 1,145 | 1,150 | 1,138 |
| Cost of sales | (1,215) | (1,263) | (800) | (792) | (784) |
| Gross profit | 494 | 497 | 345 | 359 | 353 |
| Selling expenses | (223) | (231) | (181) | (170) | (162) |
| Administrative expenses | (144) | (155) | (168) | (140) | (133) |
| Research and development expenses | (95) | (95) | (82) | (73) | (70) |
| Net impairment loss on trade and other receivables, including contract assets | (2) | (2) | (1) | 1 | (1) |
| Other operating income | 39 | 41 | 64 | 53 | 48 |
| Other operating expenses | (122) | (47) | (117) | (38) | (83) |
| Results from operating activities | (52) | 9 | (139) | (8) | (48) |
| Interest income (expense) - net | (4) | (1) | - | 3 | (4) |
| Other finance income (expense) - net | (26) | (6) | (18) | (29) | (22) |
| Net finance costs | (31) | (8) | (18) | (26) | (27) |
| Share of profit of associates - net of tax | - | - | (1) | (1) | (1) |
| Profit (loss) before income taxes | (83) | 1 | (157) | (35) | (75) |
| Income tax expense | (15) | (15) | (29) | (16) | (15) |
| Profit (loss) from continuing operations | (98) | (14) | (186) | (51) | (91) |
| Profit (loss) from discontinued operations - net of tax | 719 | - | (37) | (49) | (1) |
| Profit (loss) for the period | 621 | (14) | (223) | (101) | (92) |
| Profit (loss) attributable to: | |||||
| Owners of the Company | 613 | (17) | (221) | (102) | (92) |
| Non-controlling interests | 7 | 4 | (2) | 1 | - |
| Earnings per share (euro) | |||||
| Basic earnings (loss) per share (euro) | 3.66 | (0.11) | (1.41) | (0.66) | (0.59) |
| Diluted earnings (loss) per share (euro) | 3.66 | (0.11) | (1.41) | (0.66) | (0.59) |
(1) Compliant with IFRS 5.33, the Company has presented in its Consolidated Statement of Profit or Loss and Comprehensive Income, a single amount comprising the total of the post-tax profit (loss) of discontinued operations and the post-tax profit (loss) on the disposal of net assets constituting the discontinued operations. The Group has sold its Offset Solutions business in April, 2023. Comparative information has been re-presented.
| Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2024 | |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | 714 | 756 | 602 | 576 | 583 |
| Intangible assets and goodwill | 284 | 293 | 247 | 239 | 245 |
| Property, plant and equipment | 127 | 129 | 107 | 115 | 104 |
| Right-of-use assets | 78 | 68 | 45 | 39 | 44 |
| Investments in associates | - | 1 | 1 | 1 | - |
| Other financial assets | 7 | 8 | 5 | 4 | 3 |
| Assets related to post-employment benefits | - | 40 | 18 | 29 | 54 |
| Trade receivables | 15 | 12 | 9 | 2 | 2 |
| Other tax receivables | - | - | - | - | 2 |
| Receivables under finance lease | 68 | 70 | 72 | 69 | 55 |
| Other assets | 16 | 11 | 8 | 4 | 4 |
| Deferred tax assets | 120 | 124 | 91 | 74 | 71 |
| Current assets | 1,490 | 1,339 | 1,153 | 792 | 793 |
| Inventories | 389 | 418 | 487 | 289 | 293 |
| Trade receivables | 297 | 307 | 291 | 175 | 178 |
| Contract assets | 64 | 76 | 94 | 83 | 93 |
| Current income tax assets | 63 | 63 | 56 | 51 | 47 |
| Other tax receivables | 15 | 19 | 28 | 20 | 15 |
| Other financial assets | 9 | 2 | 1 | - | - |
| Receivables under finance lease | 29 | 30 | 31 | 31 | 31 |
| Other receivables | 9 | 4 | 6 | 48 | 43 |
| Other current assets | 18 | 18 | 17 | 13 | 15 |
| Derivative financial instruments | 9 | 1 | 3 | 2 | - |
| Cash and cash equivalents | 585 | 398 | 138 | 77 | 68 |
| Non-current assets held for sale | 4 | 3 | 2 | 2 | 9 |
| TOTAL ASSETS | 2,204 | 2,095 | 1,756 | 1,368 | 1,377 |
| EQUITY AND LIABILITIES | |||||
| Total equity | 620 | 685 | 561 | 396 | 324 |
| Equity attributable to owners of the Company | 570 | 632 | 520 | 395 | 323 |
| Share capital | 187 | 187 | 187 | 187 | 187 |
| Share premium | 210 | 210 | 210 | 210 | 210 |
| Retained earnings | 1,412 | 1,284 | 1,042 | 945 | 852 |
| Other reserves | (76) | (1) | (3) | - | (2) |
| Translation reserve | (42) | (15) | (9) | (22) | (18) |
| Net amount of remeasurements of the net defined benefit liability recorded in equity | (1,122) | (1,033) | (908) | (926) | (906) |
| Non-controlling interests | 51 | 54 | 41 | 1 | 2 |
| Non-current liabilities | 1,046 | 812 | 610 | 584 | 656 |
| Liabilities for post-employment and long-term termination benefit plans | 956 | 735 | 536 | 486 | 459 |
| Other employee benefits | 13 | 11 | 9 | 5 | 5 |
| Loans and borrowings | 54 | 46 | 41 | 69 | 141 |
| Provisions | 16 | 12 | 14 | 7 | 34 |
| Deferred tax liabilities | 4 | 6 | 9 | 9 | 8 |
| Trade payables | - | - | - | 3 | 2 |
| Contract liabilities | 2 | 1 | - | - | - |
| Other non-current liabilities | 1 | - | - | 4 | 7 |
| Current liabilities | 538 | 597 | 585 | 388 | 396 |
| Loans and borrowings | 29 | 27 | 25 | 14 | 15 |
| Provisions | 63 | 42 | 36 | 13 | 26 |
| Trade payables | 198 | 252 | 249 | 132 | 127 |
| Contract liabilities | 103 | 111 | 109 | 97 | 102 |
| Current income tax liabilities | 23 | 28 | 29 | 23 | 21 |
| Other tax liabilities | 24 | 28 | 32 | 24 | 24 |
| Other payables | 8 | 9 | 6 | 9 | 5 |
| Employee benefits | 88 | 99 | 95 | 73 | 74 |
| Other current liabilities | 1 | - | - | 1 | 2 |
| Derivative financial instruments | 2 | 2 | 2 | - | 1 |
| TOTAL EQUITY AND LIABILITIES | 2,204 | 2,095 | 1,756 | 1,368 | 1,377 |
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Profit (loss) for the period | 621 | (14) | (223) | (101) | (92) |
| Income taxes | 8 | 15 | 42 | 21 | 15 |
| Share of (profits)/loss of associates, net of tax | - | - | 1 | 1 | 1 |
| Net finance costs | 31 | 8 | 19 | 26 | 26 |
| Operating result | 660 | 9 | (160) | (53) | (49) |
| Depreciation, amortization and impairment losses | 70 | 63 | 177 | 53 | 65 |
| Other non-cash expenses | (526) | 114 | 150 | 135 | 121 |
| Change in inventories | 25 | (48) | (65) | 23 | (13) |
| Change in trade receivables | 50 | 6 | 25 | (22) | (3) |
| Change in contract assets | (10) | (8) | (14) | 10 | (8) |
| Change in trade capital assets | 64 | (50) | (55) | 11 | (24) |
| Change in trade payables | 2 | 38 | (7) | (10) | (7) |
| Change in contract liabilities | 23 | 3 | (8) | 5 | 3 |
| Changes in working capital liabilities | 25 | 41 | (15) | (5) | (4) |
| Changes in working capital | 89 | (10) | (69) | 6 | (28) |
| Cash out for employee benefits | (403) | (273) | (149) | (133) | (123) |
| Cash out for provisions | (37) | (39) | (27) | (22) | (8) |
| Changes in lease portfolio | (3) | (1) | (2) | 2 | 16 |
| Changes in other working capital | 15 | 17 | 4 | (15) | 2 |
| Cash settled operating derivatives | (3) | 12 | (9) | - | 2 |
| Cash generated from/(used in) operating activities | (136) | (108) | (86) | (28) | - |
| Income taxes paid | (17) | (8) | (15) | (2) | (3) |
| Net cash from/(used in) operating activities | (153) | (116) | (100) | (30) | (4) |
| Capital expenditure | (33) | (26) | (33) | (34) | (45) |
| Proceeds from sale of other investing activities | 9 | 12 | 2 | 3 | 3 |
| Acquisition of associates and subsidiaries, net of cash acquired | (1) | (1) | (49) | 2 | (1) |
| Disposal of discontinued operations, net of cash disposed of | 915 | - | (5) | (4) | 2 |
| Proceeds from other investment activities | - | 9 | - | (1) | - |
| Interests received | 2 | 4 | 7 | 16 | 12 |
| Net cash from/(used in) investing activities | 892 | (2) | (76) | (16) | (29) |
| Interests paid | (7) | (4) | (5) | (13) | (16) |
| Dividends paid to non-controlling interests | - | (5) | (11) | (9) | - |
| Purchase of treasury shares | - | (29) | (21) | - | - |
| Proceeds from borrowings | 59 | 2 | 3 | 40 | 85 |
| Repayment of borrowings | (259) | (3) | (4) | - | (20) |
| Payment of finance leases | (34) | (29) | (30) | (23) | (21) |
| Proceeds/(payment) of derivatives | (9) | (2) | (9) | (3) | (4) |
| Other financing income/(costs) received/paid | - | 4 | 1 | (2) | (2) |
| Net cash from (used in) financing activities | (249) | (67) | (77) | (10) | 22 |
| Net increase/(decrease) in cash & cash equivalents | 490 | (185) | (253) | (57) | (11) |
| Cash & cash equivalents at the start of the period | 99 | 585 | 398 | 138 | 77 |
| Net increase/(decrease) in cash & cash equivalents | 490 | (185) | (253) | (57) | (11) |
| Gain/losses (in marketable securities) | (1) | (1) | - | - | - |
| Effect of exchange rate fluctuations on cash held | (3) | (1) | (7) | (4) | 2 |
| Cash & cash equivalents at the end of the period | 585 | 398 | 138 | 77 | 68 |
The Group has elected to present a statement of cash flows that includes all cash flows, including both continuing and discontinuing operations. Agfa develops and produces its inkjet inks in-house, ensuring that they are perfectly tuned to both the printers they are used in and to specific materials and printing applications. The inks are compliant with the most stringent health and environment standards, including GREENGUARD Gold, which means can be used in sensitive indoor environments such as schools and healthcare facilities.
As a strategic partner focused on customer success, Agfa HealthCare goes beyond delivering technology. By sharing expertise, it helps support impactful operational outcomes and anticipate future challenges, with a goal to grow together, becoming an extension of the customers’ teams.
According to the information available to the Company by virtue of the transparency declarations received in accordance with the relevant legal and statutory stipulations, the main shareholders on date of this Annual Report are the following:
Annual General Meeting May 13, 2025
First quarter 2025 results May 14, 2025
Second quarter 2025 results August 27, 2025
Third quarter 2025 results November 13, 2025
| euro | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Earnings per share | 3.66 | (0.11) | (1.41) | (0.66) | (0.59) |
| Operating cash flow per share | (0.81) | (0.65) | (0.55) | (0.18) | (0.00) |
| Gross dividend | - | - | - | - | - |
| Year end price | 3.90 | 3.79 | 2.67 | 1.47 | 0.72 |
| Year’s high | 4.83 | 4.55 | 4.13 | 2.99 | 1.51 |
| Year’s low | 2.90 | 3.49 | 2.65 | 1.25 | 0.59 |
| Average volume of shares traded/day | 272,995 | 204,607 | 173,097 | 160,699 | 231,011 |
| Weighted average number of ordinary shares | 167,751,190 | 165,003,570 | 156,236,319 | 154,820,528 | 154,820,528 |
Shareholder queries
Investor Relations Department
Septestraat 27, B-2640 Mortsel, Belgium
Phone +32-(0)3-444 7124
[email protected]
www.agfa.com/investorrelations
Listing
BRUSSELS STOCK EXCHANGE
Reuters Ticker AGFAt.BR
Bloomberg Ticker AGFB: BB/AGE GR
Datastream B:AGF
Share Information
First day of listing June 1, 1999
Number of shares issued on December 31, 2024 154,820,528
Own shares on December 31, 2024 0
Number of outstanding ordinary shares with voting rights on December 31, 2024 154,820,528
Market capitalization on December 31, 2024 112 million euro
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